First Year, Peter Parker, also known as Spider-Man, is transported from Marvel Earth to Equestria by then Student Apprentice and Element of Magic, Twilight Sparkle to assist in saving her village from a dragon. Due to that however, Peter Parker is stuck in Equestria, and has taken on the new affiliation as Spider-Mane.

Within weeks, Peter Parker and Twilight Sparkle have formed a romantic relationship, one that Peter never expected to have, but has never been happier to have. This would help Peter overcome a lot of grief that he felt when he couldn't protect his Uncle Ben or old girlfriend, Gwen Stacy. In time Peter had also bonded with the rest of the Elements; Applejack, Rarity, Pinkie Pie, Rainbow Dash and Fluttershy, in addition to forming a strong friendship with Trixie Lulamoon and Princess Luna.

Three months later, Peter and Twilight go back to Marvel Earth to chase after Sunset Shimmer, and reunited with old allies to stop the Green Goblin from taking over the multiverse, with magic he stole from Chaos Spirit Discord. They saved the world and Peter returned to Equestria, saying goodbye to his world forever.

One Year Later, Mayday Parker-Sparkle, the first child of Peter Parker and Twilight Sparkle is born. Peter and Twilight are married one month later, a grand ceremony to behold.

Year Four, Peter Parker is accidentally transported to an alternate future, where Equestria is in ruins due to an invasion of creatures known as Changelings and their Queen, Chrysalis. He teams with a group of rebels, led by a now adult Sweetie Belle, to save Equestria and return home.

This would however start another downward path, after failing to protect friends like Trixie, Dinky, Rainbow Dash, Applejack and Pinkie Pie, which culminated in Peter having gotten intimate with Sweetie Belle, thus betraying Twilight's love. Peter would return home, but not without those scars from the future, and something else he wasn't aware of.

Year Nine, Peter Parker and Twilight Sparkle's son Ben Parker Sparkle is born. Months later he had met with a female version of himself, a male version of his wife, and a female version of Discord, known as Eris. This would lead to several events, ones that would definitely shape his future.

Year Ten, Equestria is attacked by The Sinister Six, with Lord Tirek assisting. Spider-Mane loses badly and is sent to another Earth with his friends, including his wife Twilight, female counterpart Patricia, alternate version of his first love Gwen, a siren that he befriended Sonata Dusk, and his children, Mayday and Ben.

With a lot of training, Peter had returned to Equestria to defeat the Sinister Six, with unexpected help from Nightmare Moon, who had reformed into Dream. Thanks to Peter's efforts, Equestria was saved, but with a heavy price as they could not save Princess Celestia, who fell along with Sonata's Siren friends. His wife Twilight had ascended to Co-Ruler of Equestria, with Peter representing order.

Year Twenty-Five, Peter and his daughter have become scientists, Twilight had gained more Alicorn power, Queen Umbra came to Equestria, an alliance was formed with Princess Ember and Peter and Twilight had another daughter, Gwen Reilly. In that future, Equestria had it's own set of Avengers, consisting of Peter Parker, Sonata Dusk, Trixie/Mysterio, Mayday, Queen Umbra, Princess Ember and Eris, and had plans to go stop Starlight Glimmer.

However, what had happened during those Fifteen Years hadn't been fully explained, but to make sense of that, we must go back in time again.

Year Five, a world known as Capcom had come into contact with Marvel, thus the Fighters of Capcom Earth, along with the Heroes of Marvel Earth had come to Equestria. Peter had reunited with Marvel allies, such as Johnny Storm/Human Torch, Logan/Wolverine, Remy Lebeau/Gambit, Bobby Drake/Iceman, Janet Van Dyne/Wasp, and several other heroes. Oh, can't forget Deadpool. They had also ran into rivals from Capcom in Ryu, Chris Redfield, Dante, Chun Li and Nathan Spencer.

Together they had to stop a group led by former Umbrella Scientist, Albert Wesker and his second-in-command, the second Son of Sparda, Vergil. Being assisted by others such as Spider-Man villain Shocker, the narcissistic Vega, even Marvel's top villain Dr. Doom, the group attempted to take over Equestria and the two Earths, but were defeated in the end thanks to Spider-Mane and allies.

After saving the worlds , Peter's friends had stayed in Equestria for three months, in which they had formed relationships with Twilight's friends, the Parker-Sparkle couple had temporarily adopted a Pegasus Colt named Rumble, another Pegasus named Lightning Dust was being taught the meaning of friendship, Sweetie Belle came from the future to once again experience a loving family, and Capcom had one final battle against Marvel, an event that even attracted those from other worlds, including who many consider one of the greatest heroes in the multiverse, Superman.

The Marvel Heroes had to return to their world, saddened that they won't be seeing their friend Peter, or their special ponies anymore.

Or so they thought...

Year Eleven, in the Parker-Sparkle Castle, Peter is seen with his daughter Mayday in their lab, catching up on old work. A lot of their old projects were destroyed along with their old home, while it was upsetting to Mayday to have lost all that stuff, Peter maintained optimism about it.

"We have to hurry with this Mayday, we're going to Canterlot in an hour to see Auntie Luna," Peter said.

"We can't rush perfection daddy, besides if we mess anything up, it might cause some damage to the castle, do you wanna go through that headache again?" Mayday asked.

"Hey to be fair, it was one teeny part, this place is ginormous, why does Twilight care so much if one part gets ruined?" Peter complained.

"You know how mom is, anyway let's just take it slow, this should be done in a moment anyway," Mayday insisted.

Peter shrugged, "All right."

In Canterlot Castle, Princess Luna is strolling through the halls, having awoken from her sleep a half hour before. She knew that Peter would be coming soon, along with his family and the Elements of Harmony.

While walking through the halls, she crossed paths with Sunset Shimmer, who had been making notes for her next class assignment.

"Greetings Sunset Shimmer, are you off to prepare the next magic lesson for your students?" Luna asked.

"Hi Luna, and yeah I've been looking up some new material to teach them, they're fast learners, I'm quite proud of them," Sunset said. "So is Peter coming over later?"

"Yes, he, his family and The Elements will be coming, a good chance for Twilight to relax, she had been very busy this past year," Luna said.

"I should think, to think it's been that long since she ascended to Co-Ruler of Equestria, I know Princess Celestia would be so proud of her," Sunset said.

Luna sighed at the memory of her fallen sister, "Yes, she would. She gave up everything to ensure our future, I'm happy that Twilight is making the most of it."

"She's handling it way better than I could have, I guess maybe I wasn't suited to be Celestia's apprentice after all," Sunset lamented.

Luna shrugged, "I can't say, I wasn't here during that time, but I hope you know that Celestia does value you, that's why you're a teacher in her school, for all we know you might find a student that could succeed even Twilight and nurture their talent, don't count yourself out just yet."

Sunset nodded, "Right, thanks Luna, I'll keep trying, for all of you."

"Good, now you may be off, I don't wanna hold you up," Luna said. Sunset nodded and left, leaving Luna back to her thoughts. Deep down she truly wonders how Equestria can continue without her sister. They've been fine so far, but what if something else happens? Will they be prepared?

With Peter again, he and his friends and family are on the train to Canterlot, with Twilight sitting next to him, holding Ben in her forelegs.

"He's getting so big, to think he's barely two years old," Twilight said.

"Seems like it was just yesterday he was born, wow how fast time goes," Peter said, playfully tickling his son's belly, getting a laugh from the little colt.

Pinkie Pie looked around, "Hey, where's Sonata? Didn't she wanna come?"

Trixie shrugged, "Not sure, she said she's going to see a friend, but which friend though? to my knowledge she didn't have any friends aside from the other Sirens."

"Peter don't you keep tabs on her?" Rainbow asked.

"She's not a little kid Rainbow Dash, she can take care of herself," Peter said. "She told me it's somepony she met awhile back, she wants us to meet them soon though, she just wants to warm them up to the idea."

"Sounds a bit fishy but alright I guess," Rainbow said.

"We trust Sonata, she's a really nice mare, I'm happy she seems to be helping a pony, I trust that she'll be fine," Twilight said.

"Still, aren't you just a teeny bit curious?" Applejack asked.

"She'll tell us when she's ready, let's not worry too much," Peter said. "Let's just sit back and get to Canterlot."

Mayday, however, can barely stay in her seat, feeling excited at seeing her God Aunt again.

"I wish we can see Auntie Luna more, I bet she's so lonely at the Castle," Mayday said.

"She comes by when she can at least, but she still has a lot to do in Equestria after all, Twilight's still learning a lot of what Princess Celestia used to do," Peter reminded.

Mayday frowned a bit, "I still miss her, I wish she were here."

"We all miss her sweetie," Twilight said. "But she also would want us to be happy, besides as long as we truly love her, she's never really gone."

"Your mother's right," Peter said. "I still miss my Uncle Ben, I like to think he's still around in spirit, every time I feel down, I swear I can hear his cheery voice telling me to get back up."

Mayday nodded, "You're right, at least we still have Auntie Luna, and each other."

Ben let out a little giggle, to which Twilight held him closer, "Yeah, even your brother knows that, don't you sweetie?"

"Mama, mama," Ben said, holding his hooves up.

Applejack giggled, "You have such a cute son Twi, both yer kids are so adorable, just like Apple Bloom was when she was a filly."

"How is Apple Bloom doing anyway?" Peter asked.

"She's doing great, she's working more with them potions, finding new ways to help the crops grow much better and more nutritious," Applejack said.

"My darling little Sweetie Belle has gotten pretty far in her music career, she's already selling out concerts," Rarity said. "I have Applejack to thank for that."

"It was nothing, Rara did all the work," Applejack said.

"Yes but you introduced Sweetie Belle to her, and she helped give Sweetie Belle a chance, amazing that you and Coloratura were childhood friends, so popular, but also very humble," Rarity said.

"Yeah, even she's amazed at times, though ah get the feeling she might step down soon, she says she misses the simpler life, ah might let her live at the farm fer a bit," Applejack said.

Rainbow Dash got their attention, "All that is nice, but let's not forget my little apprentice, the first Junior Wonderbolt, my honorary sister Scootaloo."

"How is she doing? I heard some ponies felt she didn't deserve it, that she only got in because of you," Peter said.

Rainbow Dash rolled her eyes, "Puh-lease, she got there on her own, I just helped them recognize her talents. She works just as hard as anypony, she doesn't take anything for free, that's how I taught her after all."

Mayday approached her little brother, "What do you wanna be Ben?" Ben babbled some nonsense, though it got a giggle from his sister. "Sounds good to me."

That got a laugh from the ponies on the train, with Peter and Twilight both cooing at their baby. Peter looked Twilight in the eyes, "I love you Twilight."

"I love you too Peter," Twilight then moved in and met Peter with an affectionate kiss, the love between the two growing stronger. The ponies awed at the romance, Mayday turned away with a playful grin. The ponies enjoyed this moment of happiness, one they might not experience again for a while.

At the Castle area, Luna had approached the statue of her sister, looking at it with sorrow and confusion. "Oh sister, if I had been stronger, maybe you would still be with me. I can't handle this without you, you've always been there when I needed it, and I need you more than ever. I can't run this world alone, even with Twilight's help I am at a loss. Please sister, can't you give me a sign? Anything?"

Luna had stood there, gazing at the statue, almost desperate for a response. Nothing came, causing the Alicorn to look down in sorrow, almost trying to hold tears back. During this she heard some light winds blowing, almost at an abnormality. She felt some confusion, a feeling that continued when she heard some hoofsteps, as if somepony was making their way towards her.

"Who's there?" Luna asked. The hoofsteps got closer, they seemed to be originating from within the castle. "Is that you...sister?"

The hoofsteps continued, getting closer and closer, Luna feeling all types of wonder, excitement and curiosity. She almost believes it could be her sister, though part of her expects it to be Peter.

The sound of hoofsteps continued until she saw a figure at the door. Once that figure came to full sight, all that excitement and curiosity that Luna felt went down in a flash, all that remained was fear and worry. "It's...it's...you!"

At the doorway was one of Capcom's most feared enemies, [url= watch?v=7T1ztPeFupo]Albert Wesker[/url].

"Princess Luna, it's been a while, did you miss me?"

Luna couldn't believe her eyes, "What...what are you doing here? How...how did you even get here? What's going on!?"

Wesker made a mock hurt face, "Princess, is that any way to greet someone after not seeing them for so long? I thought we were friends." The mock hurt face was quickly replaced with a sinister smile.

Luna shook her head, "This can't be real! It must be an illusion! My mind is playing tricks on me! There's no way you've returned."

"I take it you think of me often, don't you princess? I'm quite flattered." Wesker had then suddenly appeared right before Luna, her eyes barely registering his speed. "But I'm afraid that this is no illusion, I have indeed returned, I have returned to get my second chance at that Spider-Hero and his beloved wife."

Luna took a step back, nearing the statue of her sister. "I will not let you bring harm to Peter or Twilight."

Wesker had a scowl on his face, "Huh, of course you would say that, you and your ponies, nothing but a bunch of self-righteous mortals."

"I am no mortal, and neither is Twilight or Peter, unlike you Wesker, we have obtained the means of Eternal Life and Godliness, you are just a poor man who wishes to have a fraction of our power. Now begone!"

Luna fired a blast at Wesker but it was quickly deflected, not by Wesker however. Luna was almost surprised when she saw Wesker's second-in-command Vergil standing there with his sword out. He had used the weapon to knock her attack away.

"Surely you have a better attack than that, I barely used any of my energy to deflect it," Vergil said in a condescending tone. "Though you are weak compared to most of the Godly creatures I've seen."

Luna gritted her teeth, "Of course you would be here, last time you stole the nightmare from within me and transferred it to your boss," Luna then grinned at the swordsman, "Not that it will happen again, the nightmare has been destroyed forever."

Vergil looked a little displeased, "Such a shame, that power was wasted with you, but we won't be needing it, we have other means of power and besides..." Vergil aimed his sword at her, "Maybe we can steal your magic, it should be decent enough, even if it's nothing compared to your sister."

"Speaking of Celestia, I heard that she met her end, is that true?" Wesker asked in a tone of mock concern.

Luna looked surprised, "How do you know that!?"

"Answer the question, is your sister alive or not!?" Vergil asked.

Luna glared, "No...she isn't, shame that you two are though."

"Don't worry, we'll make sure you join your sister really soon," Wesker said.

"We?" Luna said, then noticed more ponies coming.

One pony arrived in a robot battle suit with some yellow robots accompanying her. "Hey you, it's been a while, we're here to take over your Kingdom, and steal your treasures."

"I'm sure you remember Tron Bonne," Wesker said, and pointed to a giant muscular pony. "And our muscle, Balrog."

The pony in question approached Luna with a tough look on his face, "I'm gonna knock you out!" He threw a few air jabs.

Luna looked disgusted, "Ugh, not you again, holding you here at the castle was a pain."

"That's not all, we have two new members, one you might be familiar with, you encountered him on Marvel Earth about 11 years ago, part of that group's Sinister Six," Wesker said.

Suddenly an orange unicorn pony with black hair and beard, wearing a fur coat and armed with some swords appeared. "Princess..."

"Luna, you remember Kraven correct?" Wesker asked.

"I seem to remember Wolverine handling you alone with no problem," Luna said in a snarky tone.

Kraven chuckled, "Cute pony, I'll enjoy hunting you."

Suddenly a pink unicorn with black hair and a spider shaped shirt had arrived, she had one glowing eye and looked like she was ready for a fight. "Is this the pony?"

Wesker nodded, "Princess Luna, meet Juri Han, this lady has given even our world's strongest woman a run for her money."

"Chun Li's not that strong, though she's not bad on the eyes," Juri said with a sly grin.

Luna looked unsure about this one, she seemed to have the same Add to dictionary that Vega had. "So you have your own Sinister Six?"

"Call us that if you'd like, we don't care, but what matters is that you have two choices, tell is where Spider-Man is...or fall to us right now," Wesker said.

"I would prefer option three," Luna said.

Vergil scoffed, "Option three, what's-"

Before Vergil could ask, Luna had zapped him back and charged at Wesker, but he disappeared and reappeared at her side, delivering a strong punch to knock her across the garden. "Foolish mare." He looked to his group, "Let's dispose of her."

The group then rushed at Luna, all attacking at once. Balrog went for a punch, which was blocked by Luna, but it left her open to a kick from Juri to her gut, and then a punch from Tron's Gustaff Robot. Luna quickly rebounded and blasted Tron and Juri back, then blocked a sword attack from Kraven, though she was open to another attack from Wesker, this time kicking her to the wall of the castle.

Tron flew over and punched Luna through the castle, chasing her inside with the others. Luna teleported away from Tron's punch and reappeared at her side to zap her, and then zapped an incoming Kraven, and quickly blocked Vergil's sword strike with her horn.

"You just had to be stubborn, didn't you!?" Vergil shouted.

"Villainous scum, begone!" Luna zapped Vergil away, but got hit with some hard strikes from Wesker. Juri rushed in and delivered strong attacks of her own. Both then punched Luna down the hall while Tron flew after her, bringing out her ray gun to shoot Luna.

Luna dodged the attacks and blasted Tron out of her Gustaff, but again clashed with Vergil. Luna summoned her sword and clashed with Vergil some more, impressing the half-demon.

"So you know a few tricks with your sword huh!?" Luna asked.

"If my sister were alive, she would show you the true power of sword wielding!" Luna said, kicking Vergil away and zapping Wesker as he got too close.

While this happened, Sunset had arrived at the area to see what the commotion was. "Princess Luna!?"

She arrived and saw Luna fending away Wesker and his allies. Sunset was surprised to see Wesker after so long, and felt chills at the sight of Vergil. Of all the Capcom villains, he was her least favorite due to his cold nature, and his demonic aura had reminded her of herself when she had transformed into a demonic beast.

"How are you all here!?" Sunset asked in surprise. She even noticed Kraven among them, "Hey aren't you from Peter's world!?" She noticed Juri, "And who's she!?"

"Eliminate her," Wesker ordered, gesturing to Sunset Shimmer.

"Shimmer, run!" Luna said, creating a huge explosion to shield their sight. "I will hold them off!"

"I can't leave you here!" Sunset said.

"You must go! Peter will be here soon, you must warn him!" Luna blocked a sword strike from Vergil, "Now hurry!"

Sunset nodded and quickly left the castle. The others wanted to follow, but Wesker called out, "Change of plans! Let her reach Spider-Man, that way we can get him too!"

The villains agreed and went back to attacking Luna, who did everything to fend them off, but was losing fast.

Meanwhile Peter and his friends had made it to Canterlot, on route to the Castle.

"Too bad your Aunt May couldn't come either," Applejack said.

"She wanted to, but she has things to do as well, she's been really busy lately," Peter said.

"Is it true that she's dating?" Rainbow asked with a grin.

Peter scrunched his face, "I don't need to know if she's dating or not, let's just hurry over to-" Peter stopped talking when his Spider Sense went off. "Huh? What just happened?"

"Peter, I fear something is about to happen," Dream said within his thoughts.

"Dream? Huh?" Peter then noticed Sunset Shimmer approaching from a distance, he could tell she was worried about something. "Sunset? What's wrong?"

"Peter, to the castle, quickly!" Sunset said and led the ponies to the castle with no time wasted, with Peter getting a head start.

Even elsewhere, Eris was seen making her way towards Canterlot, "I feel some chaos brewing nearby, whatever it is, it feels like evil energy, I hope Luna's ok."

Back in the castle, Luna is hurt badly. She has cuts and bruises everywhere, having withstood kicks from Juri, punches from Balrog, strikes from Wesker, even Tron's robot attacks. She can barely stand on her own power, having to use the wall to lean up but Wesker is approaching her, ready to continue some damage.

"This could have been avoided if you told me where Spider-Man was sooner, but I was a fool to think you ponies would be smart enough to abandon your ideals on friendship. It's a waste of time, as you can plainly see."

"Go rot away you waste of life," Luna said with a lot of spite.

"Even more foolishness," Wesker then ran in to punch Luna through the walls of the castle, landing hard on the streets.

Peter noticed Luna falling and rushed to her, "Luna!" Peter approached her and scanned over her injuries, "Oh no, Luna!"

Luna coughed a bit and looked up to see Peter. She managed to smile weakly at the sight of her closest friend, "Peter, I'm glad you could make it."

"Luna what happened! Who did this to you!?" Peter asked.

"I did," Peter heard. As he looked up his pupil shrank at the sight Wesker, who was standing there with a serious scowl.

"Oh no..."

Wesker then appeared in front of Peter almost instantly. To others, it was like teleportation, but Peter was able to track his movements from the first step, not taking his eyes of the whole time, just watching as Wesker approached, the two standing face to face, not taking their eyes off each other.

"Finally, we meet again Peter," Wesker said coldly.

Peter glared, "Albert Wesker...how did you even get here?"

"I had my ways, it doesn't matter though, what matters is that I'm about to do what I've waited six long years for, my chance at revenge against you," Wesker said with a cold harshness in his voice.

"Six years huh? I don't know if that's good patience or a sigh of a guy with nothing better to do in his life," Peter said with a coy smirk.

"Cute, always with your jokes, til the very end. I offered you a chance to join me, I could have trained you, taken you under my wing and made you something, and you repay me with insolence, do you know how absolutely humiliating it was to be defeated by how much you and that irritating wife of yours love each other!?" Wesker shouted, getting in Peter's face. "I offer you something grand, you pay me back with disrespect, you can't imagine how much I despise you Spider-Man, you are a close second to Chris Redfield in that department."

"Close second? I guess I have some catching up to do then," Peter said with a grin.

Before anything could happen, Peter's Spider Sense went off again, causing him to dodge out of the way of some light swords. He looked to see Vergil make his way over, along with the rest of Wesker's team.

"Time to end this Spider-Man," Vergil said, whipping his sword out.

Peter scanned the group, "Ok I recognize Vergil, Tron Bonne and Balrog, as for the other two...one of them looks really familiar, but I can't place my hoof on it."

"Have you forgotten me already Spider-Man? It has been Eleven Years after all," Kraven said.

Peter looked surprised, "I recognize that voice...Kraven? Is that you!?"

"Finally, I can hunt you again, you have always been a worthy opponent Spider-Man," Kraven said.

Peter looked around, "Who are you!?"

Before she could answer, she noticed the other ponies make their way over. "Looks like your pretty ponies are here."

Peter turned to see his friends and family arrive, all surprised at the sight of the villains.

"Albert Wesker!?" Twilight said.

"Vergil!?" Fluttershy said.

"That weird gal with the robots!?" Applejack said.

"My name is Tron! Tron Bonne!" Tron angrily shouted.

Peter looked to Twilight, "Where are our children!?"

"I told Mayday to take Ben and go to my parents' house, I didn't want to bring them here," Twilight said.

"Aw, that's a shame, sounds like you had another child Peter, congratulations. Too bad they're about to grow up without their parents, unless I'm generous and send let them join you later," Wesker said.

Peter grabbed Wesker by his coat, "Rule number one, don't mess with my family, I will break you in half!"

Wesker yanked himself away from Peter, "Damn kids, no respect for their superiors these days."

"I'm thirty years old! Who are you calling a kid!?" Peter asked.

"To me Peter, everyone's a child, you are mortals and I am a God," Wesker said.

"Wow you're deluded," Peter said. "Anyway who's that girl with you!?"

Luna coughed a bit, "Her name is Juri Han, apparently she rivals Chun Li."

Peter glared at the group, "As if one Sinister Six wasn't enough, though I doubt I'd get any of you on our side, what a waste, especially someone like Tron Bonne."

Wesker crossed his forelegs, "It really doesn't matter, you're not gonna live much longer anyway..."

Peter got into a stance with his friends also ready for a fight. Wesker scanned them quickly, knowing that out of all of them, Twilight would probably be the most trouble, luckily he had just about everything planned out.

Wesker stepped forward, looking as if he's about to do battle, but before anything could happen, Tron sent a wave of explosions at the group, causing them to stumble back.

[url= watch?v=YnBdJk4B47k]Peter leapt a huge distance, but the first thing he saw was Vergil rushing at him[/url], sword out and ready to attack. Peter got into a fighting stance, ready for Vergil's sword, but to his surprise, Vergil stopped and allowed Wesker to pass him quickly, so now Wesker was charging at Peter, ready to attack.

Wesker delivered a punch, which Peter narrowly dodged, but he was left open for Vergil to attack with his sword. The fight nearly ended as quickly as it started for Peter, but luckily Twilight was there to block the sword with her magic, then used it to disarm Vergil and blasted him back.

Wesker went to attack Twilight, but Peter blocked his punch towards her and then delivered several quick punches to his gut and kicked him under his chin, knocking the former scientist back.

Vergil came back to attack Twilight, but she blocked with a force field and delivered a punch of her own to Vergil's gut and one to his jaw and blasted him back again.

Twilight's friends went to go help, but they were each blocked by a member of Wesker's team. Tron went to punch them with her Gustaff, causing them to scatter away, but Rainbow came back and kicked the machine back a little, then went to attack Tron. Juri ran in to kick Applejack, knocking the farmer pony away. Balrog tried to punch Rarity, but she side-stepped and started displaying her martial arts techniques with well placed punches and kicks.

"That was no way to treat a lady you ruffian!" Rarity said, delivering a hard kick to his chin.

Kraven approached the other mares, but Sunset stood in his path, "Don't even try."

Kraven went to attack but she blocked with her magic and zapped him away, then proceeded to attack him.

Trixie turned to Fluttershy and Pinkie Pie, "We have to find a way to help them!"

"But how? Neither me or Pinkie were hardly any help against The Sinister Six, and Wesker's team looks just as strong as them," Fluttershy said.

"We have to do something! Luna's hurt, Rarity and Applejack aren't exactly battle trained, Rainbow Dash might not last long against that robot, and with Peter preoccupied by Wesker and Twilight with Vergil none of us are gonna last long!" Trixie said.

The fights continued on, Applejack had started taking many kicks from Juri, even getting kicked into a street light. Rarity rushed to help her, but received a punch from Balrog, knocking her into Juri and received high powered kicks of her own.

"Too bad we have to hurt these pretty ponies," Juri said.

"It's kinda fun though," Balrog admitted.

The two stood up, ready to keep fighting.

"We ain't done yet," Applejack said.

Nearby, Rainbow Dash was flying around Tron, avoiding her blasts, infuriating the scientist.

"Stupid ponies, I never understood their appeal," Tron said, flying up to attack Rainbow Dash, shooting some fire at her, Rainbow Dash narrowly dodging.

"This chick means business," Rainbow said, going to attack again.

Peter and Twilight continued to battle against Wesker and Vergil, Peter and Wesker exchanging punches and blocks.

"You're skills have improved Spider-Man, have you been training?" Wesker asked.

"You bet, my martial arts combined with my spider sense, I can see you coming almost anywhere," Peter said.

Wesker attempted to sweep his legs, but Peter jumped over and kicked the side of Wesker's head, impressing him in the process. "Well done Spider-Man, such a shame you waste your potential, oh well, it doesn't matter now does it?"

Peter got back into a stance, grinning at Wesker. "I also learned a new trick, watch." Suddenly Peter's eyes turned blue, gaining Wesker's interest.

"What is trickery is this?" Wesker asked in disbelief. Last he checked, Peter can't do magic.

Peter grinned and spoke in a combination of his voice and dream's, "Witness our power!" Peter's horn glowed and charged a giant ball of energy. Wesker was too amazed to react, and by the time he realized it, Peter had hit him with the ball of energy, knocking him yards back.

Peter powered down, his eyes returning to normal. "Not bad huh?" Peter approached Wesker, "I've only gotten stronger since last time Wesker, and compared to a giant Magic Absorbing Centaur, you're pretty much nothing."

Wesker laid against the side of a bench, looking to be in some pain, his eyes shut, trying to register what had happened. He noticed a shadow cast over him and looked up to see Peter and his grin.

"Now I'm gonna be nice and allow you to call off your allies, then we can settle things peacefully. Of course I won't let you go free, can't allow you to potentially endanger anyone else, so either end this peacefully or take more damage from me," Peter said confidently.

Wesker would be angered, in fact he should be, this arrogant spider had dared to disrespect him. Wesker could use the rest of his power, but he wasn't sure if it would work...yet. But for now, he would cease the fight, besides it's time for him to fully unveil his plan.

"Fine Peter, you win. I will withdraw from fighting you," Wesker said.

Peter looked surprised, "Wow really? I didn't expect you to actually give up...huh, I guess you have common sense after all."

"I said I'm withdrawing from the fight, I never said anything about surrendering," Wesker said with a grin.

Peter scratched his head, "What are you talking abo-" Suddenly a new yet familiar face arrived, crashing down onto the bench, shattering it completely and standing behind a confidently grinning Wesker. Peter looked to be in absolute shock at who he just saw. "What, did, you, DO!?"

Wesker stood up, dusting himself off a bit. "I thought I'd bring another ally, I'm sure he missed you," Wesker then turned to the ally in question. "Isn't that right Ultron?"

Ultron stood above Peter, still in his humanoid form, glaring down at the Spider-Unicorn. "It's been a while Spider-Man."

Peter backed up a little, "How!? How did you get Ultron on your side!?"

"We have similar goals," Wesker said, standing up. "Ultron, I leave the rest to you. Do what you will."

"Gladly," Ultron said and punched Peter hard, knocking the hero across Canterlot. All the ponies in their homes watching the fight began to cower in fear, many even retreating away.

Twilight noticed Peter getting knocked away, then saw Ultron approach him menacingly. "What in the world!?"

As Peter stood up, Ultron grabbed him and started punching him around, getting him in the jaw, stomach, chin, side and then kicked him across Canterlot.

"Get away from my husband!" Twilight flew at Ultron to attack, but he grabbed her by her head and slammed her face first into the ground. He then picked her up by her mane and started punching her at all parts of her body, ending it with a kick.

The other ponies noticed Ultron and one by one, he went to attack them. He went to Rainbow Dash and punched her hard in the stomach, then elbowed her down to the ground, and then landed a knee hard on her back, a loud crack being heard.

He then rushed over and punched Applejack, picking her up and kneeing her hard in the gut and back handing her away. Rarity he kicked in the head and punched down on her sides, then kicked her aside. Sunset Shimmer had taken several quick punches all around her body, leaving her with bruises.

Trixie bravely blasted his head, but that just infuriated the robot, causing him to kick her away, then flying in with a strong punched to her jaw and an elbow to her head. He saw Fluttershy and Pinkie Pie, neither safe either as he kicked the both of them hard, and attacked them with swift and strong punches.

The villains watched as Ultron continued to go after each pony, taking out Peter, Twilight, all their friends and knocking them near Luna.

"Alright Ultron, that's enough, it's time to end this," Wesker said.

Ultron nodded, "I agree, let's finish them."

Ultron stood near his allies, charging up a strong blast, prepared to wipe them out. As he charged, the villains noticed a small filly approaching and trying to wake up Peter.

"Daddy! Get up! You're in danger!" Mayday shouted.

"Whoa, there's a kid there," Juri said.

Wesker looked curiously at Mayday but shrugged it off, "She might be a problem later, best to take care of it while we can."

"Besides, she'll be exterminated anyway, along with every other creature, for our new world," Vergil said.

"Indeed, plus we don't want to give her the burden of dealing with her father's demise, best to end this while we can," Ultron said with a sinister chuckle.

Juri shrugged it off, while this wasn't ideal for her, she doesn't care too much to really do much about it.

Mayday continued to nudge Peter, hoping to get him up, not caring too much at the giant energy balled aimed at them, either too worried for her father or too confident in a slim chance in survival should she get him up.

"Daddy, please, get up," Mayday said, starting to feel a panic coming on as Ultron continued to charge. Just his glowing smile was enough to freak her out. "Come on daddy!"

"Better hurry little girl, not much time left," Wesker taunted as Ultron continued to charge.

Mayday's eyes widened and continuously nudged Peter, "Please get daddy! I don't want to lose you! I can't handle the thought of that again! Please!" She felt some tears come to her eyes. "I can't lose you like we lost Celestia!"

"It's over," Ultron said and fired the energy ball. But before it approached them, a creature had quickly flown over and grabbed them.

"What's that!?" Wesker asked as the creature, who looked to be female, grabbed them and quickly teleported them all away right before the blast hit.

"Damn, they escaped!" Vergil complained.

"But who or what was that?" Juri asked.

Vergil tapped his chin, "It looked like that strange creature from Tartarus six years ago, Discord was his name...but whoever this creature is, was a female..."

Wesker groaned, "Probably Eris, be on your guard, we can't make the same mistake Tirek made."

The others nodded and scattered out. Ultron turned to Wesker, "What of this world?"

"We'll start our plans soon, as promised you'll get your world of superior lifeforms, I have my own goals," Wesker replied. Ultron nodded and flew off, leaving Wesker to his thoughts. "Where'd you go this time Peter?"

Elsewhere, the ponies that were rescued landed on the roof of a building. All of them were hurt and unconscious, except Mayday, who looked a little dizzy and confused. She looked over and noticed a friend.

"Eris?"

Eris was panting, looking a bit exhausted, "That was close..." She collapsed a little, causing Mayday to rush over.

"Eris, what's going on?"

"No way..." Mayday heard. She turned around and noticed there was someone nearby. Not a pony, but a human, with a fiery yellow spikey hairstyle . The human cautiously approached and knelt before Peter, the look awe etched on his face. "Peter, is that you?"

Mayday looked curiously at the human, "You know my daddy?"

The person in question looked to Mayday, "I thought I recognized you Mayday, you've grown quite a bit."

Mayday looked concerned, "Do I know you?"

The person looked hurt, not really, more like pretending, "Don't you remember one of your favorite superheroes?" He snapped his fingers and fire appeared in his hand like nothing.

Mayday's eyes widened at the realization, "You're...you're Johnny Storm, aren't you?"

Johnny nodded and ruffled her mane, "Good to see you, though it looks like you have a lot of explaining to do."

Mayday nodded, "Boy do I."


The villains have returned to Equestria, but the new heroes shall come to save the day.