Pinkie Pie: The Amazing Spider Mare

by SuperPinkBrony12

Rating: everyone
Tags: Pinkie Pie, Crossover, Slice of Life, My Little Pony: Friendship is Magic, Alternate Universe, Sad, Other, Thriller, Tragedy
Length: 48484

Pinkie Pie becomes a web slinging superhero dedicated to fighting crime. See how it all began, and how some of her greatest foes came to be.

Pinkie Pie has a secret. A secret that no one knows about.

For you see, Pinkie Pie is not a normal pony. Unknown to all but Pinkie herself (though she was not aware of it at first), a bite from a radioactive spider gave her super duper spider powers. But Pinkie Pie ultimately learned the hard way, that with great power, comes great responsibility.

And so, Pinkie Pie vowed to use her powers to defeat crime and corruption. And the superhero known as Spider Mare was born!

In this exciting first issue, you'll witness the birth, and rise of the web slinging mare. Watch as she valiantly defends her hometown of Ponyville from evil villans big and small. See her battle with villans all across Equestria!

Along the way however, she'll have to come to grips with the limits of her powers, and her personal failures.

(Secondary tag: Action! Can't have a superhero fic without action.)

Edit: April 3, 2014. Story updated with new cover art. Cover image created on Deviant Art by Erudier. Canon when published in 2014.

Published 2014-02-25 18:20:03 UTC
Last updated 2014-05-02 14:51:33 UTC

The Legend is Born!

"Ooh! Can we go daddy? Please? Please? Can we? Can we?" an excited pink filly asked, bouncing all around. Her father had just told her about a science exhibit that would be coming to town. Showing off the latest scientific advancements.

The filly's name was Pinkiamina Diane Pie, but recently she had insisted that everyone call her Pinkie Pie. Much to the surprise of her family.

Igneous Rock sighed, he was still getting use to his daughter's antics, but he'd be lying if he said he didn't find them somewhat adorable. After all, he'd been young once, and he could well remember how full of energy he'd been. "I don't know Pinkamina, you have a tendency to get into trouble whenever I take you places." he said.

"Haven't I already told you daddy? Call me Pinkie." Pinkie Pie said.

"You'll always be Pinkamina to me." Igneous replied "And I'm sorry, but my answer is no. I know this science exhibit sounds really cool, and I'm sure it is. But it could be dangerous, probably too dangerous for a hyperactive filly such as yourself. Not to mention it would be pretty close to your bedtime."

"But daddy, I swear I'll behave. In fact I'll 'Pinkie Promise' to be on my best behavior." Pinkie Pie said honestly.

"'Pinkie Promise'?" Igneous asked. He had never heard of such a thing.

"Uh huh. It goes like this." Pinkie Pie explained "Cross my heart, and hope to fly. Stick a cupcake in my eye, ouch!" Pinkie Pie had accidentally poked herself in the eye with her hoof when she had meant to close it.

"Are you okay Pinkamina?" Igneous asked. Pinkamina may not have been his first daughter, or his favorite for that matter, but as a parent he was always looking out for his children. And he'd always been worried whenever they got their fair share of cuts, bruises, scrapes, and other injuries.

"I'm fine daddy. This isn't the first time I've done that." Pinkie Pie said "So, can I go? Please?"

"I said no Pinkamina. My decision has been made." Igneous said.

"But daddy" Pinkie Pie pleaded.

"Don't try that 'but daddy' routine on me young filly." Igneous said sternly.

"But we rarely do anything together anymore. You're always so busy." Pinkie Pie said sadly.

"Let her go Clyde." a voice said. Igneous recognized it at once as the voice of his wife, Cloudy Quartz. She often referred to him by his nickname of Clyde. The name he had been born with, before legally changing it when he came of age.

"I'd love to Sue, but this is Pinkamina we're talking about. Remember what happened on that camping trip?" Igneous asked. Sue was the nickname he had given his wife, simply because, as he put it "She always struck me as a mare who would be named Sue."

"That was our fault for not keeping a closer eye on her. Besides, nopony got hurt." Cloudy said.

"But somepony could've if we hadn't found her when we did." Igneous said.

"I know that, but she's just a filly. She's young, and bound to make mistakes. As long as you're watching her I'm sure she'll be fine." Cloudy said "Trust me on this. My 'Pie Sense' tells me we can trust her to behave."

Igneous sighed. It was no use arguing with the 'Pie Sense'. It was that very sense that had allowed a panic stricken Igneous and Cloudy to find Pinkie on a camping trip, when the little filly had wandered off to gather some firewood, and had gotten lost. "Oh alright, you can come along. But only if you behave yourself Pinkamina. That means no wandering off. Do you understand?!" Igneous said sternly.

"Yes daddy. Hey, can I invite my sisters to come along as well? It would be a pity if they missed out on this, cause this is gonna be super duper awesome!" Pinkie Pie said cheerfully.

"I guess." Igneous said "But make sure that they know about the 'no wandering off rule'. I don't want to have to waste time looking for lost fillies."

"Relax daddy, we'll be good." Pinkie Pie said happly, and bounced away to find her sisters. Igneous smiled a bit to see his daughter looking so upbeat. It was hard to believe she'd only recently gotten her cutie mark. It was true what they said, they grow up so fast these days. He could still remember a young little filly, eagerly awaiting the arrival of her twin sisters.

The science exhibit that had stopped in the town of Ponypalooza had attracted quite the crowd. Ponypalooza was little more then a quiet little town just outside Ponyville, mostly home to rock farmers like the Pie family. To have such a thing grace the tiny town with its prescence, it was no surprise that the exhibit, which was held in the town hall, was packed.

Igneous and his daughters were glad they had arrived early. By the time the exhibit had opened its doors the crowd had extended all the way towards what looked like the horizon. "Now remember girls. No wandering off. And look, but don't touch." Igneous said "This science stuff can be very dangerous. You wouldn't want to make your daddy worried, now would you?"

"No." the Pie sisters said all at once.

"Good." Igneous said "So where do you fillies want to go first?"

Over the span of the next two hours Igneous took his four daughters to see all sorts of displays. They saw how scientists in Ponyville were trying to study the effects of a rare plant called poison joke, in the hopes of finding a cure for those unfortunate enough to be affected by it. They saw a working model of the weather machine that operated in the Cloudsdale weather factory. They even saw a few local scientists, who explained about an interesting theory they were making. It was about how the harvesting cycle of rocks could be affected, by the position of the sun, and the moon. The fillies were amazed by every sight they saw, in fact they were so excited that they almost forgot to eat.

But all good things must come to an end eventually, and such was the case as Celestia's sun began to set.

"Well girls, I think we have time for one more display before we have to go home." Igneous said "Where do you want to go now?"

"Ooh! This looks interesting! Can we see it daddy? Can we, can we?" Pinkie Pie pleaded, pointing towards, what looked like two large pillars. Between them was a flowing beam of some sort. It already had quite the crowd though.

"Well, I don't know. It looks awfully crowded." Igneous said "I wouldn't want to lose any of you."

"Please?" Pinkie Pie pleaded, her sisters joining in on the act. Igneous was unable to ignore their pleading puppy dog eyes, and pouty faces. The stallion rarely showed much emotion, but he always made an exception for his daughters. He seldom got the chance to spend time with them.

"Oh alright. But stay close to me." Igneous said, and escorted them closer to the machine. One of the scientists was talking to the crowd about it, and it was obvious he had spent a long time working on it. For he knew what he was talking about.

"This wonderful new invention of mine will someday change the world." he boldy proclaimed, his brown coat contrasted quite clearly with the white lab coat he was wearing. His black mane and tail seemed to almost completly blend in with the pillars as he went on talking to the crowd. "It is my hope, that in the near future, this machine will be able to use radiation. To cure and treat the many diseases, that are still claiming so many of our own in shocking numbers." Everyone was amazed, the Pies included.

In fact, they were so amazed that not one of them noticed a spider drop down from the ceiling. Nor did anyone see the spider cross the radiation beam, and make its way across the floor. Which was a bad thing, as the radiation had made the spider more aggressive. It wanted to bite something, but it didn't know what that "something" was. Then, it saw a bright pink pony standing amongst the crowd. It seemed like the perfect target.

Pinkie Pie felt a sudden sting on her tail, but when she looked she saw nothing. The spider had already bitten her, and crawled away. And it would be this bite that would change the life of Pinkie Pie forever.

The change began when Pinkie Pie and her sisters, and father, returned home from the exhibit. Pinkie Pie was suddenly taken ill, and could barely stand. "Daddy, I don't feel well." she said weakly. Her legs wobbled, as if though they might give way at a moment's notice.

Igneous was very worried, but there was nothing he could do. He had no idea what was causing this. There were no signs of infection, but when he pressed a forehoof against his daughter's head it felt hot. This was quite the cause for concern for him, but there was little he could do. "You can just go straight up to bed tonight Pinkamina." he instructed "I'm sure your mom already unmade your sheets for you."

"Okay daddy." Pinkie Pie said, her normally sweet and bubbly voice having been replaced by a rather raspy one. Igneous noticed all too well that his daughter's usual spring in her step was gone, and she looked about ready to collapse as she made up her way upstairs.

"Is Pinkie gonna be alright daddy?" Marble Pie asked.

Igneous sighed "I don't know." Igneous said solemly "For right now it's best if you and your sisters stay away from her so you won't catch whatever she's come down with." His daughters obeyed, but they were all worried. They may not have always approved of what Pinkie Pie said or did, but she was still family. And without her the family rock farm felt void of life.

As Igneous saw to it that his three other daughters got ready for bed, Cloudy got a chance to see how serious the situation was. She was worried too. Pinkie Pie, surprisingly enough, was quite healthy for a filly her age, despite her love of sugary sweets. To see her be stricken down so easily was cause for concern.

"She's burning up Clyde." Cloudy said to her husband when he came upstairs. "What are we going to do?"

"I think it's best if we just let her get some sleep Sue." Igneous said somberly "And if she's not better by tomorrow then we'll have to take her to the doctor." And with that the parents left the room, though not before blowing their daughter a goodnight kiss.

Sleep did not come easily for anyone in the Pie family household that night. Igneous and Cloudy had it the worst. For as any parent will tell you, there is nothing worse then seeing your child in pain, and not being able to do anything to help them. Even so, they eventually managed to fall asleep. But all throughout the night their fears plagued their dreams, turning them into nightmares, each one more frightening then the one before it.

Though not as bad as her parents Pinkie Pie's night was anything but comfortable. The venom from the spider was already starting to flow into her blood stream. Normally the radiation present in the venom would've been fatal, but for reasons that are unknown even to this author, that was not the case. As the night went on the radioactive venom was about to transform Pinkie Pie, and change her life forever.

The next morning, the sun shone brightly and the birds sang their sweet songs. Pinkie Pie awoke, having dozed off at some point she couldn't recall. She felt much better compared to just a few hours ago. In fact, she never felt better. She felt like she could take on all of Equestria. Soon after she awoke there was a knock on her bedroom door.

"Good morning Pinkamina." her mother called "Are you feeling better today?"

"I feel fantastic mommy." she said, a huge smile breaking out across her face "I can't wait to throw a 'I'm Feeling 110 Percent Better Party'!"

Her mother chuckled. "That sounds like the Pinkamina I know." she said happily.

The events of the previous night soon became nothing more then a distant memory for the Pie family. Igneous and Cloudy still remembered it, but they didn't talk about it much. As for the spider bite, it was so small, and so well hidden, that no one ever noticed it. Not even the various doctors and nurses that saw Pinkie all the time for her various checkups, and the rare hospitalization.

Well, the years went by, and Pinkie Pie matured into a fine young mare, still unaware of the radioactive spider bite. In fact, the only things about her on the outside that seemed to change were a surprisingly sudden increase in her earth pony strength, days after her sudden illness. And the development of a sixth sense she came to call her "Pinkie Sense". None of her family members found this weird, after all the Pie family was known for having an uncanny sense that had been passed down from generation to generation. Her family simply viewed her "Pinkie Sense" as a variation.

The events that would lead to the birth of Spider Mare came in the string of a few months during this part of Pinkie's life. But in order for them to make sense, you must first be aware of some of the changes that had occurred in Pinkie Pie's life.

Pinkie Pie now lived in Ponyville. Having moved there not long after that science exhibit left Ponypalooza. She did not live with The Cakes, having yet to meet them. Instead she lived on the outskirts of town with her Uncle Al, the crazy uncle who was her role model. And her Aunt Suzanne, who was much more tame. Both her aunt and uncle loved her dearly, and were even heard to say that she was super.

As for her education, she was currently attending Ponyville High. For the first year everything went smoothly, and Pinkie Pie made many friends. Her closest ones were Ponyville locals Applejack and Rarity. As well as two newcomers from Cloudsdale, Fluttershy, who moved in at the start of the year. And Rainbow Dash, who moved to Ponyville at the start of the second semester. Pinkie Pie never would've believed you if you told her that those four mares would, alongside her, one day become Equestria's greatest defenders.

Come Pinkie's Sophmore year, everything would change. At the beginning of the year three new students transfered over from Cloudsdale High. They instantly made a reputation for being the top athletes for all of the Ponyville High teams, alongside Rainbow Dash. Their names were Dumb-Bell, Hoops, and Score, and they were full of themselves.

In fact, they were so full of themselves they quickly became bullies. They picked on anyone unfortunate enough to cross their path. But for some reason, they seemed to have some sort of bad blood with Rainbow Dash for reasons Pinkie Pie did not know. Unfortunately for Pinkie Pie, being Rainbow Dash's friend meant that the jock trio saw her on a daily basis. Making her one of their most frequent targets, despite Pinkie's best attempts to befriend them.

It didn't help that Pinkie Pie was a bit clumsy when it came to sports. She was a fine player, but it always seemed like whenever she was involved in any sport, something always went wrong. And often times, somepony got hurt. This gave the jock trio the perfect ammo to insult her with.

Before long Pinkie Pie began to hear various insults from them such as "You're such a spaz Pinkie Pie. They'll never let you join the hoofball team, you'd probably slip and tackle the quarter back." and "Klutzy Pie is what they should call you." and even "At least Fluttershy can actually avoid hitting her own teammates in Volleyball, unlike you." Pinkie tried her best to ignore them. Especially because she knew that as long as they were picking on her, they weren't picking on ponies like Fluttershy, who seemed very sensitive.

But the teasing, and bullying, still got to her. And no matter how hard she tried it seemed like the three colts just wouldn't leave her alone. She tried everything she could think of to get them to stop, short of actually fighting them. But nothing worked. Were it not for the support of her friends Pinkie Pie likely would've transfered somewhere else.

Then, one faithful day, at the beginning of the fourth quarter, it happened.

Pinkie Pie woke up late. She had been up late last night, helping her Uncle Al and Aunt Suzanne move some boxes. Inside one of the boxes was an old chemistry set from when Uncle Al use to teach science. Pinkie Pie had been fascinated by the set, and Uncle Al had been all too happy to let her keep it. But he warned Pinkie Pie to be careful. "With great power, comes great responsiblity. That's what I always say." he told her. It was his personal motto, and Pinkie Pie had heard it many times before. So she didn't think much of it.

"Oh horseapples!" Pinkie Pie gasped when she looked at her alarm clock. School was due to start in about half an hour, she would have to hurry if she wanted to make it on time. She knew her first hour teacher had a strict tardy policy, and she had already been late several times throughout the school year. Pinkie Pie wasted no time in rolling out of bed. Quick as a flash she packed her saddle bags with all of the books she needed, and raced downstairs.

"Slow down Pinkie!" Aunt Suzanne called "What have your uncle and I told you about running around the house?"

"Sorry Aunt Suzanne but I'm running late and I really really really don't have time to talk so I'll see you and Uncle Al later bye!" Pinkie Pie said, all in one breath, and sped away.

Aunt Suzanne sighed "She's gonna get herself into trouble I just know it." she said.

"She reminds me of myself when I was just a colt." Uncle Al said with a chuckle "Ah, those were the days."

"Oh of the all days to sleep in I had to pick today! Why oh why didn't my alarm clock wake me up?! I can't be late, I musn't be late!" Pinkie Pie thought to herself as she raced through town, trying to beat the clock. She knew it was gonna be close.

"Get out of my way!" a voice suddenly shouted. Pinkie Pie looked up, and saw a carriage speeding down the road, heading straight for her. Instinct took over as Pinkie Pie jumped out of the way at the last minute. She was surprised when she found herself somehow clinging to a nearby brick wall. Even for a pony like her this was not natural. But perhaps, she was just imagining it? She moved a hoof up, and felt herself climb further up the brick wall. That confirmed that she wasn't imaging things.

Pinkie Pie rushed into the classroom, but she was too late. The bell had already rung, class was now in session. She tried, to the best of her ability to sneak over to her desk without being noticed. She thought she had suceeded when she sank down into her desk chair. But at that moment her eyes met the harsh glare of Mr. Stone Wall. An earth pony stallion with a gray coat, black mane and tail, a beard, glasses, and a row of stones for a cutie mark. Pinkie Pie gulped, Stone Wall was a very harsh no nonsense teacher. It was never a good idea to get on his bad side.

"You're late Miss. Pie, again." Stone Wall said sternly "What's your excuse this time?"

"I'm so so so so sorry Mr. Stone Wall, I overslept." Pinkie Pie said "Honest."

"I don't care what sort of excuse, or reason you have. You know the rules." Stone Wall said "I warned you what would happen if you kept showing up late. You will be spending your lunch hour with me young lady. Maybe then you'll learn to show up on time!"

"Sorry to hear that you got lunch time detention with Mr. Stone Wall." Rainbow Dash said when first hour science class was over "I swear, that guy's got a pole up his rump about a mile wide."

"Not to mention he seems to have out for you." Rarity said.

"That may be, but you heard what he said. Pinkie Pie should know better." Applejack said.

"Geez Applejack, who's side are you on?" Rainbow Dash said crossly.

"I'm just tellin it like it is." Applejack said "It's a shame that Pinkie Pie's not going to hang out with us today, but rules are rules. Hopefully all of us will learn from this so no one else has to get stuck with Stone Wall. You especially Rainbow Dash!"

"And what's that suppose to mean?" Rainbow Dash asked sternly.

Pinkie Pie said nothing. She knew it was never good to get involved in an arguement between Applejack and Rainbow Dash. The two of them were complete opposities in terms of morals and values, but they did have some things in common. And they always said that when two ponies argue they really care about each other.

With the exception of lunch detention nothing really eventful happened throughout the school day. During lunch detention however, Pinkie Pie discovered that if she concentrated too hard on picking something up she could crush it in her hooves. This discovery went unnoticed by Mr. Stone Wall, all he cared about was what was Pinkie Pie wrote on the blackboard. And he made sure that Pinkie Pie wrote carefully, and neatly: "I will come to class on time. I will not be tardy ever again." over and over again.

As Pinkie Pie prepared to head home after school however Rainbow Dash stopped her. "I have something I wanna show you." she said excitedly, and dragged Pinkie Pie away without a moment's hesitation. She brought Pinkie Pie to Ponyville's Town Square. There, posted on the board was a flyer. The flyer read:

Come one, come all, and test your strength in the Ponyville Iron Gladiators Competition!

We've got an undefeated champion ready and waiting to take on all challengers! If you can stay in the ring for three minutes you'll be rewarded with 500 bits!

From the desk of the President of the Equestria Wrestling Association

"Wouldn't it be cool to see those three numbskulls sign up and get the stuffing beat out of them?" Rainbow Dash asked "Or, even better. Wouldn't it be awesome if I entered and won that prize money?!"

"Indeed it would, and I'd throw you an awesome party! So what are you waiting for? Go sign up already!" Pinkie Pie encouraged.

"I'd love to, but I don't have the time. I've got to spend time working on my moves. I'm sure to impress The Wonderbolts when they arrive in town on tour next week. But it doesn't hurt to get in a little extra practice, just to be safe." Rainbow Dash explained "Catch you later Pinkie Pie." and she promptly flew off.

Pinkie Pie took a look at the flyer, and her eyes lit up. Her new discoveries were about to come in handy.

"They'll never take a mare like me seriously though." she thought to herself "I'm gonna need some sort of costume. And I know just who to ask."

"Here you are. One black mask, and a suit to match." Pearl Belle said, as she placed the items on the counter. She had been quite surprised when Pinkie Pie had trotted into her thrift store Ponyville Fashions, and had requested something that would make her look tough while also hiding her identity.

"Thanks Miss. Belle. How much do I owe you?" Pinkie Pie asked.

"You can have it for free. You're the first customer I've had in ages." Pearl said.

"Really? Thanks!" Pinkie Pie said happily "Remember, don't tell Rarity about this."

"Relax Pinkie, my lips are sealed." Peral replied.

"Mares and gentlecolts! Welcome one and all to the Ponyville Iron Gladiators Competition, brought to you courtesy of the EWA!" the announcer said. The crowd roared with thunderous applause. "We have our undefeated champion, Big Macintosh! And tonight, he'll be facing off against a pony foolish, I mean brave enough to step into the ring with him! So please give a warm welcome to our challenger, who wishes to remain anonymous!"

The crowd was surprised when the spotlight shone down on a mare who's face was obscured by a mask. She didn't look like fighting material. Most of the auidence booed.

"Is this a joke?" one member of the audience said "Some kid's gonna try and take down Big Mac?!"

"She won't last five seconds, Big Mac will pummel her into next week!" another audience member jeered.

"I can't believe I payed money to come and see this!" a third audience member said.

"Kids these days, always willing to do stupid things for a little cash instead of getting a job!" a fourth audience member said.

"I can't tell if you're really stupid, or really desperate." Big Macintosh said with a grin as he eyed his opponent "But whoever you are, I hope your parents have good insurance. Cause when I'm done with you, you're gonna need a hospital bed!"

"We'll just see about that." the masked mare said. Her voice seemed to potray both confidence and cockiness at the same time.

"Well, if you wanna fight me then by all means do so. Just be prepared to lose." Big Macintosh said "Now then kid, why don't you make the first move?"

"I would, but I wanna see just how good you are. You go first." the masked mare said.

"Well, well. Someone's in a hurry to lose." Big Macintosh said teasingly "But if you insist, so be it. This will just take three seconds!" He charged forward, and prepared to deliver a powerful body slam that would send his opponent to the mat.

The masked mare made no attempt to avoid the attack as Big Macintosh charged at her.

"And, here it comes! Big Mac's signature move! The cider press!" the announcer said "No one has ever been able to survive this! It's all over for our challenger!"

"You were in a big hurry to lose kid." Big Macintosh taunted as he brought his full weight down on his opponent "Oh well, guess we all live and learn. And you've just learned why you don't mess with me!"

"I'll keep that in mind when I actually get on your bad side." the masked mare said, suddenly appearing behind Big Macintosh.

"What?! But how did you-" Big Macintosh said. The audience let out a gasp.

"Mares and gentlecolts, I don't believe what I'm seeing!" the announcer said "Big Mac's signature move has failed! This is unbelieveable! Words can't describe this situation!"

"Now it's my turn." the masked mare said in a cheeky tone, as she grabbed Big Macintosh, and lifted him into the air.

"What are you doing?! Put me down!" Big Macintosh demanded.

"Ah, is the high and mighty Big Macintosh afraid of heights?" the masked mare teased.

"Eenope." Big Macintosh said.

"Good, because we're gonna have some fun." the masked mare said. Big Macintosh could've sworn she was grinning underneath that mask.

The masked mare put on quite a display of strength, spinning Big Macintosh around, and throwing him up into the air as if he weighed nothing. The audience's reactions varied from shock, to laughter. Poor Big Macintosh simply wished for the humilation to be over with. Eventually he got his wish.

"I really would like to keep on playing with you, but the challenge was simply to stay in the ring with you for three minutes." the masked mare said "This was fun though. We should do this again soon." and with that the masked mare threw Big Macintosh out of the ring. The audience was speechless.

"Mares and gentlecolts.... our champion, Big Macintosh..... has been defeated." the announcer said. Some of the audience members booed, some cheered, but most said nothing, their mouths hung open in shock.

"There you go kid. 500 bits, as promised." the event organizer said.

"Thank you mister." Pinkie Pie said, having take off her mask after the match had ended.

"No, thank you." the event organizer said "Don't spend all that dough in one place now, you hear?"

On her way out of the stadium where the event was being held Pinkie Pie bumped into someone. That someone was a minotaur

"Watch where you're going kid! You don't wanna mess with Iron Will!" the minotaur said.

"Sorry, I didn't see you there. Honest." Pinkie Pie said.

"Say, you sound exactly like that masked mare from earlier." Iron Will said, then it dawned on him "That was you, wasn't it?"

"Yes indeedy." Pinkie Pie said "Looks like I couldn't fool you. Are you pyschic or something?"

"Iron Will is not a mind reader, but Iron Will does have a sharp eye for talent. Iron Will sees potential in you kid, and if you allow Iron Will to help you, we can go places." Iron Will explained.

"You mean, you work here?" Pinkie Pie asked.

"Yes." Iron Will said.

"So, does that make you the president of EWA?" Pinkie Pie asked.

"Iron Will isn't a full time worker. This is just something Iron Will does on the side to earn a little extra spending money." Iron Will said "But Iron Will's offer still stands. Do you want Iron Will's help or not?"

"I'm all for it." Pinkie Pie said. With the money she earned here she'd be able to throw parties on an almost daily basis. Plus, she'd have some money to buy birthday presents for her friends and family.

"Good." Iron Will said, and gave Pinkie Pie his business card "Oh, and kid?"

"Yes?" Pinkie Pie asked.

"If you're gonna be doing this a lot Iron Will suggests you get a better costume. Otherwise, no one will take you seriously." Iron Will said.

Pinkie Pie took Iron's Will advice, and set to work on creating a new outfit for her venture into the world of wrestling and entertainment. Having discovered the spider bite Pinkie Pie quickly put two and two together, and realized where her newfound powers came from. This discovery lead to an inspiration of sorts.

Pinkie Pie loaded up on all the information she could find about spiders, and the more she read the more she began to be fascinated by what she discovered. Her fascination carried over into the creation of her new costume, as she created a spider like full body suit. The perfect disguise.

But the costume was missing something. Or at least, that's what Pinkie Pie felt. And then, one day, while she was playing with her chemistry set, Pinkie Pie accidentally created a web like thread that could stick to any surface. Remembering how she had read about the fact that spiders used a similar thread to create their webs, Pinkie Pie realized that she had found that missing something for her costume.

All she needed now was a stage name, and it didn't take long for her to come up with a fitting one. "I look like just like a spider." she thought to herself, when she observed herself in costume, in her bedroom mirror. And so the Amazing Spider Mare was born. However, it would take one more event to push the webslinger from the world of entertainment, to the world of crime fighting.

"Hey Pinkie. You busy right now?" Uncle Al asked one afternoon.

"Yes." Pinkie Pie said "I'm working on a sciene project for school." But in reality, she was perfecting her web fluid for a wrestling match later that evening. Spider Mare had taken the EWA by storm, knocking out several previously undefeated opponents. Her match tonight was against a pegasus body builder called Bulk Biceps, who said to be one of the strongest pegasi in all of Cloudsdale. In fact, some were heard to say he might be considered for the Wonderbolts.

"I see." Uncle Al nodded "Well, maybe when you're done how's about you come down and play your favorite uncle in a game of crazy eights? I got a feeling today's my lucky day."

"I'll think about it." Pinkie Pie considered.

Unfortunately, by the time Pinkie Pie was satisfied with her latest batch of webbing the sun was already setting. So, reluctantly, she left for the wrestling ring. When her Uncle Al asked where she was going, Pinkie Pie mearly told him she was going to hang out with friends, and would be back later. She had no way of knowing that this would be the last conversation she would have with her favorite uncle.

Bulk Biceps, or 'Snowflake' as some called him, was no match for Spider Mare. He went down without much of a challenge. At that point it was decided that Spider Mare's opponents would be chosen at random from now on, in order to provide more of a challenge.

As Pinkie Pie was changing out of her costume she heard what sounded like a commotion.

"Hey you, stop!" a voice shouted. Suddenly, a red unicorn stallion with a black mane and tail ran past, pursued by a security guard. "Don't just stand there, you've got to stop him!" the security guard shouted to Pinkie Pie.

Pinkie Pie, however, saw no reason for her to get involved. And so, the stallion slipped past her without any trouble.

The security guard was furious "Why didn't you stop him?!" he snapped "You let him get away, now I'll never catch him!"

"I'm sorry, but my parents always told me it wasn't polite to stick your nose into other ponies business." Pinkie Pie said.

"I don't have time to waste with you! Get out of my sight!" the security guard said crossly.

"I was leaving anyway." Pinkie Pie said, and left the arena. Not suspecting that her life was about to change forever.

"Man, I hope those three jocks were in attendence tonight. It would make my day if they learned that just because you're an athlete doesn't make you all high and mighty." Pinkie Pie thought to herself as she made her way home "Oh what I wouldn't give to see the looks on their faces."

As she approached the home of her Uncle Al and her Aunt Suzanne however, her happy mood soon faded. There, standing outside the house, was a series of pegasus and unicorn stallions with white coats. All of them were wearing an all too familiar gold armor. They were Princess Celestia's royal guard, and Pinkie Pie had seen a lot of them lately, due to them being sent on a good will tour that concluded in Ponyville. They were due to return to Canterlot in a matter of days.

The fact that they were here implied that something was wrong. Something must have happened, and Pinkie Pie wasn't going to wait around to find out.

"Out of my way!" she shouted, racing through the front door.

"Wait! Kid, there's something you need to know!" one of the royal guards called out.

"Just forget it." another guard said "It's probably better if she hears it from her anyway."

The moment Pinkie Pie set hoof inside she could hear sobbing. She followed the sobbing to the living room, where she found her Aunt Suzanne crying on the couch, her hooves pressed up against her face. Pinkie Pie was worried, especially because Uncle Al wasn't there, trying to comfort her.

"Aunt Suzanne, what's wrong?!" Pinkie Pie asked.

"Oh Pinkie, it's your Uncle Al!" Aunt Suzanne said in between sobs.

"What about him?" Pinkie Pie asked frantically "Did he get hurt?! Is he in trouble?!"

"He-he.... he's dead!" Aunt Suzanne said suddenly.

"What?!" Pinkie Pie gasped "That can't be true, the last time I saw him he was alive and well! Granted that was hours ago, but he seemed fine!"

"Someone killed him!" Aunt Suzanne explained admist heavy sobbing.

Those words hit Pinkie Pie as if though she had been stabbed with a dagger. Her Uncle Al was gone, and someone was responsible for it. Suddenly, Pinkie Pie felt an emotion she rarely felt. Pure rage!

"Pinkie, wait!" Aunt Suzanne called as Pinkie Pie dashed back outside.

Pinkie Pie was so mad that she ran straight up to Captain Gleaming Shield, grabbed her, and pressed her up against the carriage she, and the other royal guards used for transportation. "Who did it?! Who killed him?!" Pinkie Pie demanded, not caring who she had to hurt to get the answer.

"It was a robber, a unicorn to be precise. He surprised your uncle upstairs, and in the panic he fired off a spell that must've been too much for your uncle's body to take." Captain Gleaming Shield said, trying to remain calm "It happened really fast. We're sorry. The doctors did all they could to save your uncle's life."

"Where is he?!" Pinkie Pie demanded.

"We don't know, but he couldn't have gotten far. We've got a search team out looking for him as we speak." Captain Gleaming Shield explained "Don't you worry kid, he'll get what he deserves. No murder's gonna slip away on our watch."

Just then, a voice was heard over the experimental communication device that the royal guards had only recently obtained. "Captain Gleaming Shield, come in! This is Lieutenant Shining Armor, I've managed to track down the suspect."

"Well done Lieutenant Armor." Captain Gleaming Shield said "Where is he now?"

"I'm not sure of his exact location, but confirmed sources report that he headed off into The Everfree Forest." Lieutenant Armor reported.

"All right then. Stay there, we'll send backup ASAP!" Captain Gleaming Shield ordered "Guard the entrance in case he tries to make a hasty getaway."

"Roger that captain. If he comes near me do I have permission to engage and subdue him?" Lieutenant Armor asked.

"Negatory! You may pursue him but do not engage him without back up! There's no telling what he might do!" Captain Gleaming Shield instructed.

"Understood captain, over and out." Lieutenant Armor said.

"Good news kid, we've finally managed to track down the culprit." Captain Gleaming Shield said. But Pinkie Pie had already slipped away. "Kid?" Captain Gleaming Shield called out. There was no reply.

Pinkie Pie had heard everything. "The Everfree Forest huh? That place is dangerous, especially at this time of night. Plus it's pretty big. It could take them forever to find him in there." she thought to herself "But he won't be able to escape from Spider Mare!" And with that she slipped into her costume.

"I've just got to hide out here until the heat dies down a little, then I can slip away." the robber said to himself.

"I wouldn't bet on it if I were you." a female voice said.

"W-who's there?! Show yourself!" the robber said, an obvious hint of worry in his voice.

"It's your friendly neighborhood Spider Mare." the voice said, revealing its identity as a mare dressed in red from head to hooves, with hints of black lining throughout. The rober was frightened. "You don't look happy to see me. Well, I'm not happy to see you either pal. But tonight has been quite a night for surprises. You'd know all about that, wouldn't you?"

"I-I'm warning you, I'm not a stallion to be triffled with." the rober said.

"Relax, I don't bite." Spider Mare said, and promptly ensnared the rober in her webbing. The rober soon found that no matter how he struggled, he couldn't break free. "You're going to pay, you hear me?!" Spider Mare said, as she moved in and prepared to remove the rober's mask "Pay for what you did!"

But upon removing the mask, Spider Mare was greated with the face of a red coated stallion with a black mane. She recognized at once where she had seen such a stallion before. "It can't be!" she exclaimed "You're-you're the guy from the arena. But that means... I LET this happen!"

"About time you guys got here." Lieutenant Armor said as the rest of the royal guards arrived.

"Sorry, we came as fast as we could." Commander Silverbolt said.

"Alright men! Let's get in there and bring that stallion to justice! Remember, no matter what happens do not seperate! And keep your distance, there's no telling what he might do!" Captain Gleaming Shield said.

But the royal guards were surprised when, the instant they set hoof into The Everfree Forest they found the rober all tied up in what looked like gaint spider webbing. There seemed to have been no signs of a struggle, but the stallion had apparently fainted from shock.

"Looks like someone or something beat us to him." Lieutenant Armor said.

"Yes. The question is, who or what, was it?" Captain Gleaming Shield asked.

Getting out of the Everfree Forest had been difficult, but Spider Mare had done it. Uncle Al's killer had been left to the royal guards, and would face justice for his crimes.

But it was a bittersweet victory, and Spider Mare's secret identity of Pinkie Pie knew this all too well. Taking off her mask, she looked up at the night sky. The moon shone brightly, and if anyone had been watching they would've seen a flat maned Pinkie Pie with a darkened coat, crying her heart out. "I'm super duper sorry Uncle Al. It's all my fault." she said to herself "I could've stopped him, I could've prevented this. But all I could think about was me me me. And now, because of my mistake, you're dead. I don't know if I'll ever be able to forgive myself for this, but I'll try my best to keep smiling anyway. You were right all along, with great power, comes great responsibility. And now I know what you meant by that. From this moment forward, the only fights Spider Mare will be involved in will be fights with the world of crime."

Pinkie Pie never truly got over the death of Uncle Al, and eventually moved out. Leaving Aunt Suzanne alone. The Cakes took her in as their new apprentice, and Pinkie's life seemed to take a turn for the better. But even to this day, no one knows of Pinkie Pie's failure, or of her secret identity. And Pinkie Pie likes it that way.

Author's Note

Uncle Al and Aunt Suzanne are a reference to Weird Al Yankovic and his wife Suzanne Yankovic.

As for Lietuenant Armor, Captain Gleaming Shield, and Commander Silverbolt, I borrowed them from my AU fanfic "My Little Pony, Friendship is Magic: Stallion Edition".

The Sting of Scorpion

Despite being happy with her life after moving in with The Cakes, Pinkie Pie could not bring herself to completly abandon her Aunt Suzanne. And she soon found a way to help her favorite aunt, using the web slinging superhero she had created.

The Ponyville Express was a fine newspaper for a time, but not long after Twilight moved to town the paper fell from grace. New companies began selling their own newspapers, with the kind of stories a new generation of readers wanted to see. The Express still had a few loyal followers, but those dwindled by the day.

Eventually, desperate measures had to be taken to save the failing newspaper. In a deal labled "The Bargain of The Century" local Ponyville business stallion Filthy Rich, owner of the successful Barnyard Bargains, bought the Express. Almost instantly the paper was transformed, but as the Gabby Gums incident proved all too well, if the paper didn't have some sort of attention grabbing story or article it would not last. Filthy Rich refused to see a business he had purchased be shut down, and so he made the faithful decision to hire a special photographer. This photographer would cover all sorts of events, but most importantly, the photographer would be tasked with obtaining photos of the one thing all of Equestria would not stop talking about. And that thing was, Spider Mare.

One day, about a month after the discovery of The Tree of Harmony, and the subsequent visit to Celestia and Luna's old castle in search of clues for the mysterious box, Pinkie Pie stumbled across something in the pages of The Ponyville Express. It was a job offering. The offering read:

Wanted:

A photographer of any skill, preferably professional. Must be willing to risk life and limb to get a good scoop, and get the best shots possible.

Photographer will be expected to obtain high quality photos of several events, but most importantly, photos of Spider Mare.

Interested applicants please see the Editor in Chief, Filthy Rich Tiara at the desk of The Ponyville Express, and bring a sample of your work.

Will pay 25 bits an hour for starting wage.

This was just sort of the thing Pinkie Pie needed. The extra money from this photography job could be sent to Aunt Suzanne, who could spend it as she saw fit. The Cakes had a very flexable schedule, and if she cut back on a few excess parties Pinkie Pie could easily squeeze in the time to be a photographer.

And she knew just how to obtain the best pictures of Spider Mare. All she needed to do was simply bring a camera along with her, whenever she was out fighting crime. She would use a bit of webbing to place the camera in just the right area, and set a timer on it, to capture every minute of the action.

For the initial interview however, she just needed to dress up as Spider Mare and snap a few photos. Something she could easily do in her bedroom.

The building that housed The Ponyville Express was a towering skyscraper, a type of building rarely seen in Ponyville. On the very top rested the company logo of a newspaper carriage running fast. Supposedly it was based off of the rumor of the Express' founder, who allgedly used his own carriage to deliver the news as soon it was off the presses.

The interior was even more elegant than the exterior. Almost like a hotel instead of a newspaper, except for the many ponies, as well as the odd mule, donkey, or griffon, running about. Some worked at desks, some manned the presses, and some made use of a new technology called "radio" to obtain and gather information about developing news stories. It was hard to believe that despite all this chaos the company wasn't doing well.

Pinkie Pie walked up to the front desk, where a white earth pony mare with a curly red mane and tail, black eyes, and a cutie mark depicting a stack of papers, greated her. "Hello." the mare said "Welcome to The Ponyville Express 'The Fastest Newspaper in Equestria'. My name is Quicken Loan, how may I help you?"

"I'm here to see the editor in chief about the job offering." Pinkie Pie explained "I have some photos that I think he would very interested in seeing. I can totally imagine that he'll be blown away!"

"Very well then. Please proceed to the elevator and take it up to the 11th floor. Mr. Rich's office will be on your left the instant you step out." Quicken Loan instructed "I'll let him know you're here. What is your name?"

"Pinkie Pie." Pinkie Pie said "Easy, peasy, nice and easy."

"Ah, you must be Pinkie Pie." Filthy Rich said, greeting Pinkie Pie when she arrived in his office. "Please, do come in. I am very interested in what you have to offer."

Pinkie Pie couldn't help but get the feeling Filthy Rich was interested in photos of Spider Mare for reasons other then just because everyone was talking about her. But she wasn't going to turn down this job offer because of it, unless it was something she knew was wrong.

Filthy Rich's office was quite humble and plain. Almost like the interior of Barnyard Bargains. Pinkie Pie sat down in an office chair, and Filthy Rich took his seat at his desk. "Alright kid, I'm a very busy stallion and I haven't got all day." Filthy Rich said "I need photos! Photos of Spider Mare! But not just any photos, I need good photos! So far, none of the photographers I've interviewed have been able to provide that. So you'd better hope you have something I can work with. I have little patience for those who waste my time."

"Well, see what you think of these." Pinkie Pie said, and opened an envelope. Inside it were pictures of Spider Mare in various poses. Filthy Rich looked over them with interest. "Amazing aren't I?" Pinkie Pie said.

"Now these are the kind of photos I've been looking for. You're probably not an expert, but this is some very good quality stuff. You have a very unique way of capturing just the right amount of emotion and passion in your work." Filthy Rich exclaimed "Congratulations Pinkie Pie, as of today you're the special photographer for The Ponyville Express!"

"Oh thank you, thank you, thank you, thaaaaank you!" Pinkie Pie said happily "You have no idea how much this means to me. I promise I won't let you down Filthy Rich."

"Please, just call me Mr. Rich." Filthy Rich said.

"Okay. But can I ask you something?" Pinkie Pie said.

"Of course kid, what is it?" Filthy Rich asked.

"Why do you want photos of Spider Mare? I doubt it's just because everyone's talking about her." Pinkie Pie said with concern.

Filthy Rich grinned, but sighed at the same time "I like your reporter instincts Pinkie. It shows you're thinking. You see, the real reason I want photos of Spider Mare is because, I intend to show the public the truth. They all think Spider Mare is a hero, and maybe she is. But, what if she's not?" Filthy Rich explained.

"You think Spider Mare is evil?" Pinkie Pie gasped.

"No, it's not that far." Filthy Rich said, Pinkie Pie sighed with relief "At worst Spider Mare is a problem. Sure, she might be taking down criminals left and right. But you've seen how some of them are finding ways to evade her. And if they can evade Spider Mare they can certainly evade the law. And then there's that brief Mysterio incident from a few months ago. Spider Mare means well, I'll give her that. But she might be doing more harm then good with her web slinging antics. That's why I need photos. Without photos I can't prove my point to the public."

"So you're going to print lies about her?" Pinkie Pie asked.

"Not lies." Filthy Rich said "I'll mearly be showing both sides of the issues. It'll be up to the public to decide if Spider Mare is on our side. You don't have a problem with that, do you?"

"Not as long as you 'Pinkie Promise' to only tell the truth with the photos I give you." Pinkie Pie said.

"'Pinkie Promise' eh? Well, whatever floats your boat. I, Filthy Rich, 'Pinkie Promise' that I won't print lies about Spider Mare. Cross my heart and hope to fly, stick a cupcake in my eye." Filthy Rich said "And yes, I know that a 'Pinkie Promise' is never broken."

"Then we shouldn't have any issues." Pinkie Pie said. And so, the deal was struck. Thanks to Pinkie Pie's photography skills The Ponyvill Express began to pick up new readers on a daily basis. Soon, everyone in town was reading it, and requests came pouring in for copies of it in cities like Manehattan and Fillydelphia.

Per Pinkie's request she was not credited with the photos that were displayed. But she still earned the money the job offered, and every single bit of it was sent to her Aunt Suzanne. Meanwhile, Spider Mare was indeed busting criminals at an almost insane pace, and the police and royal guards couldn't help but sing her praises. But one question still remained, just who was it that was under Spider Mare's mask?

Not everyone, however, was entirely thrilled with Spider Mare's crime busting spree. Filthy Rich believed he was perfectly justified in his fear, that Spider Mare might be creating foes more dangerous then the criminals she was trying to stop. And so, he pursued an option that would ultimately backfire, and create a danger far worse then Mysterio.

Filthy Rich had many contacts and allies in various fields. Including the technology department. One of these contacts happened to working on a very complicated program. The intent was intially, to explore the uses of chemicals to treat diseases that had previously thought to have been incurable. But not long after Filthy Rich found out about it, he took charge and changed the program. Now the goal was to create a new crime fighting weapon that could rival even Spider Mare. To help take down those criminals that thought they were better then Spider Mare.

It took several weeks of trial and error before a suitable prototype could be developed. Said prototype was a suit designed to look like, and enfused with, the powers of a scorpion. It was green, with a long, sharp stinger, which could spray acid strong enough to dissolve anything. Filthy Rich secretly lined up a list of potential test subjects, and screened them all. In the end, his wife, Diamond Sparkle Tiara II, was chosen. Both because she met all of the requirements, and because she had recently been diagnosed with a disease that would slowly, but eventually, kill her. Filthy Rich hoped that the chemicals within the suit would at the least extend his wife's life span long enough for a cure to be found.

Alas, in life things rarely go as planned.

Spider Mare did not take kindly to what Filthy Rich was doing, and the instant she found out about where the experiment was taking place, she stormed off. Determined to set the stallion straight before he did something stupid. "You're playing with things you shouldn't be playing around with." she said sternly.

"You can't tell me what I can and can't do Spider Mare!" Filthy Rich snapped "I'll do whatever I think is the right course of action. If you have a problem with then take it up with my laywers. But I can't waste my time worrying about your idle threats!"

"It's not idle, and this isn't a threat. This is serious! What makes you think this little 'creation' of yours will work? What if it turns on you?" Spider Mare warned.

"I assure you, Spider Mare, that I have already thought of ways to keep my new weapon under control." Filthy Rich said crossly "So why don't you do me a favor and buzz off?! Go bother someone who actually cares!"

"Would you just listen to me, please?" Spider Mare pleaded "I'm warning you, this is going to end badly. I know it. But it's not too late, you don't have to go through with this."

"Sorry Spider Mare, but my decision has been made. And there's nothing you can do to stop me." Filthy Rich said "So leave now, before I lose my patience!"

Spider Mare sighed "Very well then. But I tried to warn you." she said.

"Just you wait Spider Mare! When my new creation is completed you won't have anything to be smug about. So enjoy the feeling while it lasts." Filthy Rich said.

"I'll believe that when I see. Now, if you'll excuse me, a hero's work is never done." Spider Mare crossly, and swung away.

"You'll be sorry Spider Mare. Just wait and see!" Filthy Rich thought to himself.

"Are you sure about this dear?" Diamond Sparkle Tiara II asked her husband, as she was helped into the scorpion suit "What if something happens to me? What will our little Diamond Tiara have to say?"

"Relax sweetheart." Filthy Rich reassured his wife "We've been working for a long time on this project, and we're certain we've got all the bugs worked out.

"You don't have to do this. I'm sure Diamond Tiara will understand that there's nothing the doctors can do." Diamond Sparkle Tiara said.

"I'm sure she would, but I would rather not have it come to that." Filthy Rich said "And look on the bright side. Even if this doesn't extend your life, at least it will provide you with something to do pass the time. It would sure beat just lounging around, waiting for the end to come."

"If you say so." Diamond Sparkle Tiara II said.

"Good." Filthy Rich smiled "Now then, let's begin the procedure! Are you ready Sparks?"

Sparks was a red coated unicorn with a white mane and tail, and a cutie mark depicting an electrical wire. He was wearing a white lab coat. He was the pony that had first told Filthy Rich about the program. "Ready and waiting." he said.

"Then what are we waiting for?! Start the sequence!" Filthy Rich instructed. Sparks did so. At first the procedured proceeded as planned, Diamond Sparkle Tiara II could feel the powers of the suit flowing into her body. She could also feel her energy being restored, as if the disease had never affected her in the first place.

But then, something went wrong. Diamond Sparkle Tiara began to scream in pain as the power within the suit began to build up to dangerously high levels. It felt like the suit was bonding with her, sticking to her coat.

Filthy Rich started to panic "What are you wating for?!" he shouted at Sparks "Shut off the power! We've got to pull the plug on this operation!"

Sparks tried to do so, but the program wouldn't let him. The controls froze up. "I can't! It's not responding to my commands!" he shouted back.

"Well don't just stand there, do something!" Filthy Rich commanded.

"I'm trying!" Sparks said "This sort of thing has never happened before! Nothing I try seems to work!"

"Hhhhhheeeeeeeeelllllllllpppppppp mmmmmmmeeeeeeeeee!" Diamond Sparkle Tiara cried, pleading despartely in the hopes that someone would stop this painful experience.

"The system's overloading! It's gonna blow!" Sparks shouted "Hit the deck!" He ducked for cover, pulling Filthy Rich down with him. The electricity build up became too much for the machinery to take. A massive explosion ripped through the lab. Machines parts and broken glass flew everywhere.

In another part of town Pinkie Pie was relaxing with her friends at the Ponyville spa. All of them talking about Spider Mare, and the unknown photographer who took such good pictures of her.

Suddenly, Pinkie Pie's 'Pinkie Sense' started going crazy. This meant that someone was in serious trouble. It was obvious that Spider Mare was needed. She just needed to find a way to slip away without attracting attention to herself. Luckly, her friends were talking so much about Spider Mare that they weren't paying much attention to anything else. Pinkie Pie quickly, but quietly slipped away. "Looks like it's Spider Mare to the rescue!" she said, changing into her costume.

When Spider Mare arrived at the location, the Ponyville Research Labs, smoke was already billowing out from the windows. The place was clearly already ablaze. She'd have to be careful. Fortunately, her costume was resistent to heat, and could block out some smoke. If she was quick she could go in, rescue the pony or ponies her 'Pinkie Sense' had warned her about, and get out.

"Stay low to the ground! There's more air down here!" Sparks instructed.

"Sweetheart?! Sweetheart where are you?!" Filthy Rich cried out "Yell if you can hear me!" There was no reply.

"Stop yelling, save you energy!" Sparks said.

"But what about my wife?!" Filthy Rich asked "Is she gonna be okay?"

"I don't know. More then likely the heat and smoke will have gotten to her by now." Sparks said "I'm sorry, but I don't think she's gonna make it out of here."

"No! That can't be true!" Filthy Rich cried.

"We don't have time to worry about her!" Sparks said "We've got to get out of here, and fast!"

"Never fear, your friendly neighborhood Spider Mare is here!" Spider Mare cried out, swinging onto the scene.

"Spider Mare?!" Sparks asked.

"Spider Mare!" Filthy Rich said sternly.

"Don't worry guys, I'll get you out!" Spider Mare said "Grab hold of me, and hang on tight!"

"What are you doing?!" Sparks and Filthy Rich asked.

"Please keep your hooves inside the ride at all times! Thank you for flying Air Spider Mare!" Spider Mare said as the two stallions grabbed hold of her sides. Spider Mare shot a string of webbing at a nearby window, and swung out of it. She then shot another string of webbing to the nearby building sign, and brought the two stallions safely onto solid ground. The Ponyville Fire Department arrived a moment later. Within minutes the fire was out.

"Oh thank you Spider Mare! You're a life saver! What would I have done without you?" Sparks said, thanking his rescuer.

Filthy Rich however, was not so grateful. In his mind it was Spider Mare's fault that his beloved wife was likely dead. If Spider Mare weren't around he never would've gone through with this experiment. "Listen here Spider Mare!" he said sternly "I don't know what kind of publicity stunt you're trying to pull by saving my life, but it won't work! This is all your fault!"

"My fault? Really? I fail to see how this is my fault." Spider Mare said innocently.

"Just shut up! I don't need your help! Because of you my wife is dead!" Filthy Rich said.

"Is that any way to thank the mare who just saved your life?" Spider Mare asked "I mean really, that's not very nice. No one likes a meanie pants."

"If I want your opinion I'll gladly ask for it. Now why don't you do me a favor and just leave?!" Filthy Rich snapped.

"Don't mind him Spider Mare, he's just in a bad mood." Sparks apologized "He'll calm down eventually."

"Let's hope so." Spider Mare said "I hate seeing him so upset." And she left without another word.

The Ponyville Fire Department conducted a search of the entire area the fire had engulfed. But they failed to find any signs of Diamond Sparkle Tiara. The only clue they found was a hole in one of the lab walls that looked like it had been made with acid. This meant that Diamond Sparkle Tiara II was likely alive. Where she had disappeared to was a mystery, one that no one could figure out.

Filthy Rich ran several wanted ads in The Ponyville Express that described what his wife looked like. And even provided information on how to contact him if anyone should find her. But days roled by without any news, and Filthy Rich's mood and behavior took a turn for the worse. Even his daughter, Diamond Tiara, could sense that he wasn't his usual self. But the only thing that could cheer him up was news of his wife's whereabouts.

Whenever she could, Pinkie Pie would head out as Spider Mare to conduct her own search. But even she failed to find anything. In the meantime she had more exciting adventures with her friends. Fixing up the old castle of Princess Celestia and Princess Luna, becoming a "power pony", discovering a startling secret about the author of the Daring Do series, and seeing her friend Fluttershy inadvertly become a vampire fruit bat/pony hybrid. But all the while, her thoughts kept returning to Filthy Rich's missing wife. It just didn't make sense how a pony could escape a raging inferno, only to disappear without a trace.

As the search continued into its third month, everyone was telling Filthy Rich to just give it up, and accept that his wife wasn't going to turn up. But Filthy Rich refused to give up until he either found his wife, or learned that she had died. Anyone who tried to convince him otherwise failed. And so, the search continued.

Then, one day, while out and about in search of trouble, Spider Mare stumbled across something. She could see what looked like a pony in a scorpion suit spraying acid onto a bank wall. The acid dissolved the wall, allowing the costumed pony to break into the vault, steal the money stashed inside, and escape. Or so the pony thought.

"Making a quick extraction huh?" Spider Mare asked, confronting the pony. By doing so she got a good look at who it was, and who she saw shocked her. The pony was a mare with a dark pink coat, a mane and tail consisting of alternating gold and silver locks, and pure blue eyes. It was Diamond Sparkle Tiara, and she was clad in a green scorpion suit.

"So, what's it to you?" the mare asked.

Spider Mare recovered from her shock "You're Diamond Sparkle Tiara II, Filthy Rich's wife! You're alive!" she said.

"I am alive, but I'm no longer Diamond Sparkle Tiara II." the mare said "Thanks to that stallion who dares to call himself my husband, I am stuck in this suit. Now, I am Scorpion!"

"Well, whoever you are, I'm sure Filthy Rich will be pleased to see that you're alive and kicking." Spider Mare said "Now I just need to contact him."

Scorpion swung at Spider Mare with her tail "Don't ever mention that name!" she said furiously "That so called stallion used me as a guinea pig in his little 'science project', and this is the monster he created!"

"You're not a monster. I'm sure there's a way to get you out of that suit." Spider Mare said, trying to reason with Scorpion "Now, why don't you just calm down and we can"

"I don't want to hear it! That stallion doesn't deserve a mare like me anymore!" Scorpion hissed "After what he did he can consider our relationship terminated, permantely!"

"Well, regardless of who you are, you're still breaking the law. And you know how much I hate law breakers." Spider Mare said, trying to smile "So, if I were you, I'd put that money back right now and surrender peacefully. I don't wanna hurt you."

"Too bad! Because I want to hurt you!" Scorpion said "You're the reason Filthy Rich went ahead with that project in the first place! If you hadn't shown your pretty little head, everything would've been perfect!" Scorpion shot out a spray of acid from her tail, hoping to hit Spider Mare.

Spider Mare's 'Spider Sense' allowed her to dodge it at the last minute. The acid struck a nearby wall, dissolving it with a loud hiss. "Whoa! Be careful where you aim that thing!" Spider Mare shouted "If you're not careful someone could get hurt!"

"And why should you care? I'm a criminal, the law is no concern of mine!" Scorpion boasted "You and Filthy Rich created me, and now all of Equestria shall suffer because of it!"

"Stop blaiming me for what happened!" Spider Mare said "It was an accident!"

"So that pathetic excuse for a stallion says. But my current condition begs to differ!" Scorpion hissed, shooting out more acid that Spider Mare narrowly dodged.

"I didn't want to have to do this! But you left me no choice!" Spider Mare said, and fired a ball of webbing into Scorpion's stinger. She then fired two strings of webbing while Scorpion was distracted, preventing Scorpion from moving.

"That should hold you." Spider Mare said with confidence "Now then, I think it's time for you to go home. I'm sure my good buddy Princess Twilight can get you out of that suit. And I know your daughter will be happy to see you again."

"I told you....I'M NEVER GOING BACK!" Scorpion shouted, breaking free of the web strings that held her to the ground. Scorpion then dissolved the webbing around her stinger, and swung it hard at Spider Mare.

Spider Mare was caught off guard, and was knocked into a wall that crumbled upon being struck. Spider Mare worked quickly to emerge from the rubble. "You play way too rough, you know that?" she said innocently.

"I'm not done with you yet Spider Mare!" Scorpion said, wrapping her tail around Spider Mare.

"What are you doing?! Put me down!" Spider Mare protested, trying and failing to break free.

"I'm simply 'throwing science at the wall to see what sticks'." Scorpion explained "And I've always been curious as what happens when a spider meets a brick wall."

"You wouldn't!" Spider Mare gasped.

"Try me!" Scorpion said with glee "You won't know what hit you!" And with that Scorpion threw Spider Mare into another wall. This time Scorpion waited until she was certain Spider Mare wasn't going to surface. "Rest in pieces Spider Mare!" she cackled "Now it's time to pay back my ex husband. Boy will he be surprised."

Spider Mare had not been buried very deeply, but she had delibertly avoided poping up to lure Scorpion into a false sense of security. But upon hearing what Scorpion planned to do next she began to panic. Using all of her strength she surfaced, and dug herself free of the rubble.

Taking off her mask, Pinkie Pie dug into her costume's utility belt, and pulled out the experimental portable radio device that Filthy Rich had given her. The intent was for her to use it to update him if she spotted a breaking news story, but until now it had never been used. "Just hope I'm not too late!" she thought to herself "He may be a bit of a meanie pants, but he doesn't deserve to die."

Pinkie Pie quickly turned on the portable radio. Within seconds she was recieved by The Ponyville Express.

"Hello, you've reached The Ponyville Express. This is Quicken Loan, how may I help you?" Quicken Loan asked.

"Quicken Loan, it's me Pinkie Pie! I need you to patch me through to Filthy Rich, it's urgent!" Pinkie Pie pleaded.

"I'm sorry, but Filthy Rich is currently busy and cannot be disturbed. Please try again later." Quicken Loan said.

"But I have something he'd really like." Pinkie Pie lied "I've got some incriminating photos of Spider Mare working with a new supervillan who calls herself Scorpion..

"Just a sec. I'll patch you through." Quicken Loan said, and relayed Pinkie Pie's message to Filthy Rich.

"Filthy Rich! It's me Pinkie Pie!" Pinkie Pie said.

"Pinkie?! Shut up and call the police, now!" Filthy Rich ordered.

"What's going on?!" Pinkie Pie asked frantically.

"I don't have time to explain! This costumed freak who calls herself Scorpion just showed up and she-" Filthy Rich said.

"No one will get here in time to save you Filthy Rich!" Scorpion interrupted, swating the radio out of his hooves with her stinger.

"Filthy Rich?! Filthy Rich, are you there?! Come on, answer me! Filthy Rich this isn't funny! Filthy Rich, say something!" Pinkie Pie pleaded. But the only response was silence. "Uh-oh!" Pinkie Pie gasped "Hang on Filthy Rich! Help is on the way!"

Pinkie Pie pulled her mask back on and swung off towards the building housing The Ponyville Express. Spider Mare feared that if she didn't get there fast, poor Filthy Rich could end up in the obituaries of the very paper he owned.

Filthy Rich was starting to panic as Scorpion slowly approached him. He tried desperately to reason with her. "Sweetheart, please listen. I never intended for this to happen. But that Sparks guy knows a lot of ponies in the world of technology. One of them has got to know something. There might be a way we can get you out of that suit. Maybe we could even get Princess Twilight to help us." he said.

"It's too late for that. You're too late! You just want to save your own skin!" Scorpion said.

"That's not true! I care about you!" Filthy Rich said "There must be something we haven't thought of yet."

"Silence!" Scorpion hissed "You got stuck me in this suit, and now I'm going to make you pay!" Scorpion swung her stinger at Filthy Rich, who ducked it. The stinger broke the nearby window, Filthy Rich barely avoided the broken glass that came as a result.

"My dear, please clam down and get over it" Filthy Rich pleaded, ducking another swipe of Scorpion's stinger.

"You ruined my entire life, so now I'll end yours!" Scorpion threatened, preparing to strike again and knock Filthy Rich out of the broken window.

"Leave him alone chuckles! I won't let you hurt him!" Spider Mare shouted, swinging in after breaking another window with her webbing.

"You're still alive?!" Scorpion asked, turning her attention away from Filthy Rich "Well, it doesn't matter. Butt out webhead, Filthy Rich and I have some unfinished business to discuss."

"Well you'll just have to make time. Cause now you've got to deal with me!" Spider Mare said.

"Spider Mare?!" Filthy Rich asked "How...what the...I ask for the police and I get this?!"

"Hey! I'm doing you a favor here!" Spider Mare said "If I hadn't shown up just now you wouldn't still be alive! You could stand to show me a little respect!"

"I don't recall asking for your help!" Filthy Rich said "I had things under control!"

"Yeah right! Listen, I can't waste time arguing with you!" Spider Mare said sternly "Just stay out of this and let me handle it!"

"You can't tell me what to do!" Filthy Rich snapped "Why I should listen to a word you just said?"

"Fine, don't take my advice. Just don't blame me if you get hurt!" Spider Mare said "Now if you'll exucse me, I need to teach your wife a thing or two."

"You should've just stayed down." Scorpion said "You're no match for me!"

"We'll see about that." Spider Mare said with a grin.

"Gloat all you want Spider Mare. It'll make this much more satisfying." Scorpion boasted, and fired off a stream of acid from her stinger.

Spider Mare dodged the stream, but the acid dissolved the place where Filthy Rich had been hiding. He quickly bolted, and ran for cover.

"Come back here you coward!" Scorpion said, and tried to give chase. But Spider Mare shot out a string of webbing and yanked her back.

"If you wanna hurt that stallion you're going to have to go through me!" Spider Mare said.

"Why are you sticking up for him?" Scorpion asked as she and Spider Mare tussled "He's made it quite clear that he doesn't like you. He's been trying to make you look bad, and he's even using one of his most innocent photographers to spy on you. I'm doing you a favor by getting rid of him."

"Even if Filthy Rich and I don't see eye to eye it would be wrong to let you have your way with him." Spider Mare said "Letting him die isn't the right thing to do. I've learned that revenge never solves anything, it just starts a neverending cycle that you can't stop. I vowed to use my powers to help others no matter what. And that's a vow I never intend to break. It might not always be easy, but it's what I know is right."

"Oh gag me, such heroic nonsense!" Scorpion groaned "As far as I'm concerned you and Filthy Rich are just two sides of the same coin. One of you provokes the criminal world with your vigilante antics, and the other one riles up the public with slander and lies. Without the two of you Equestria would be a better place."

"You're wrong Scorpion." Spider Mare said, dodging another swipe of Scorpion's stinger "Without me the criminals of Equestria would be much more of a threat then they are now. The police and the royal guards do their part, and I do mine. And it's thanks to me that many elusive criminals are caught, tried, and face justice. I even once stopped a criminal that was planning to rob your house. If I hadn't been there you would've lost a lot of valueable items."

"They could've easily been replaced." Scorpion snapped "Nothing you say or do will ever convince me that you're a good thing! Now, out of my way!"

"I think not!" Spider Mare said, jumping over Scorpion's stinger and landing a blow to her back.

"I'm out of here!" Filthy Rich shouted, bolting from his hiding place. He raced out of his office and headed for the desk of a worker that had gone home not that long ago. He quickly pressed a button.

"Yes?" Quicken Loan asked.

"It's me Filthy Rich! Call the police! I'm under attack by a freak in a scorpion suit!" Filthy Rich shouted.

"Okay." Quicken Loan said.

"Tell them to get here fast!" Filthy Rich pleaded.

"Will do." Quicken Loan said.

Scorpion, meanwhile, broke down the door of Filthy Rich's office. "Where are you hiding?!" she shouted, and began to look around.

"Where do you think you're going Scorpion?!" Spider Mare asked.

"Isn't it obvious? That cowardly Filthy Rich has decided to play a little game of hide and seek with me, and it looks like I'm the seeker." Scorpion said "I just need to find out where he's hiding."

"I don't think he wants to be found." Spider Mare said "Not that I blame him."

"Shut up! I've had enough of you Spider Mare!" Scorpion said, and swung her stinger as hard as she could "It's time for you to say goodnight!"

Using her 'Spider Sense' Spider Mare dodged the stinger, which jammed itself into the ground. While Scorpion was trying to pull it out Spider Mare quickly shot a barrage of webbing that tied Scorpion to the floor.

"NO!" Scorpion said.

"I can see the headlines now!" Spider Mare taunted "Spider Mare defeats Super Scorpion, Web Slinging Miracle: Spider Mare Does It Again."

"Don't get ahead yourself Spider Mare!" Scorpion said, trying to break free "This isn't over yet!"

"It is now!" Spider Mare said, delivering a blow to Scorpion that brought the costumed mare down.

"This...can't....be....how...it ends." Scorpion said, and collapsed.

"You can come out now Filthy Rich." Spider Mare said "Scorpion can't sting you anymore."

Filthy Rich was shocked "I don't get it. I've hated you. I've tried to make you look bad. I've tried to tell lies about you. I've even tried to create a rival to oppose you. And yet, when I was in danger, you saved me. Why?" he asked.

"Because, as I told Scorpion. That wouldn't have been the right thing to do." Spider Mare explained "Although I admit that option was very tempting."

"T-thank you." Filthy Rich said "I can't believe I'm actually saying that. But without you, I don't think I would be standing here now."

"Well, it took you long enough to get that hatred of me out of your system. Better late then never I guess." Spider Mare said.

Filthy Rich looked at Scorpion "What's going to happen to her now?" he asked nervously.

"That's not my decision to make." Spider Mare said "The law will decide what happens to your wife. But no matter what, I just wanted to say. I'm sorry about what happened to your wife."

"No, I'm sorry." Filthy Rich said "This was my fault. I created this monster."

"It's nopony's fault." Spider Mare said "It was just a freak accident. It could've happened to anyone."

"But don't you see? It was my idea to create the scorpion costume in the first place." Filthy Rich explained "If it weren't for me and my silly ideas, none of this would've happened."

"Is there anything I can do to help?" Spider Mare asked.

Filthy Rich looked at Spider Mare, then at Scorpion, then back at Spider Mare. "No." he said somberly "But you should probably get out of here before the cops show up. I'll tell them everything."

"If worse comes to worse, I'll put in a good word for you at your trail." Spider Mare offered.

"Thanks but no thanks. I will face the consequences of my own actions if I have to." Filthy Rich said "You just continue to do what you've always done. Don't worry about me."

"Well, if you're sure." Spider Mare said "I'd better be going. Hopefully I'll see you around." And with that Spider Mare left.

When the police arrived they arrested Scorpion on spot for assault and battery, as well as attempted ponyslaughter, and property damage. When Filthy Rich explained the role that he played in creating Scorpion the police decided to take him into custody as well.

Scorpion was quickly convicted and sentenced to prison for a few years, at which point she would be reevaluated to determine if further prison time was needed.

Filthy Rich's trial was quite the public spectecal, and the debate over what sort of role, if he any, he had to play in the creation of Scorpion lasted for almost two weeks. Eventually, despite the fact that Filthy Rich felt otherwise, the jury was unable to conclude that he was guilty and he was freed of all charges. He was quickly reinstated as the editor in chief of The Ponyville Express, and things seemed to go back to normal.

But Filthy Rich had turned over a new leaf. He was now much more somber, and rarely spoke a word when he didn't have to. And Pinkie Pie couldn't help but feel sorry for him. Once again, it seemed that being Spider Mare came with its ups and downs.

Author's Note

And so, we now have the second villan. Diamond Sparkle Tiara II comes from my Halloween 2013 fanfic called "Diamond Tiara The Not So Friendly Ghost", and here she fills the role of Max Gargan. And then Scorpion.

Filthy Rich is J. Jonah Jameson. But unlike Jameson, who always remains a bitter hater of Spider Man, Filthy Rich goes down a different path.

And in case you were wondering about the timeline. The first part of this story takes place after "Castle Mane-ia", and the second part (after the time skip) takes place after the events of "Power Ponies", "Daring Don't", "Flight to The Finish", "Bats!", "Somepony to Watch Over Me", and "Twilight Time". But before "Rarity Takes Manehattan".

The Mane-iac Strikes Back! Part 1

Mysterio and Scorpion may have been brief in their appearances, but they revealed a rather unfortunate truth about Pinkie Pie's web slinging alter ego. Spider Mare was a great tool for justice, but under the wrong circumstances she ended up unintentionally creating villans more dangerous then any criminal.

Filthy Rich may have turned over a new leaf in regards to his view on Spider Mare, but Pinkie Pie couldn't shake off the guilt she believed she played in inadvertly starting the process, by leading to the creation of Scorpion.

As such Pinkie Pie began to have second thoughts about being a web slinging superhero. Perhaps, she was better off letting the police and the royal guards take care of things.

The worst part was, Pinkie Pie had no one she could turn to for advice. Not a single soul knew of her secret. Not her Aunt Suzanne, not The Cakes, not even her P.F.F.s. And Pinkie Pie could not bring herself to get any of them involved. As far as she was concerned they had enough problems to deal with.

"Well, that's my story so far Uncle Al." Pinkie Pie said, sitting besides Uncle Al's tombstone in the Ponyville Cemetery. Pinkie Pie believed that, even if her Uncle Al wasn't alive anymore, his spirit would certainly be listening. There was no reply, except for the occassional Spring breeze that swept across the graveyard hillside. "I really wish you were still alive right now." Pinkie Pie went on "You always seemed to know just what to do to make me feel better. But, you can't help me anymore, because of me. I-I know you've probably already forgiven me. But once again, please forgive me. What would you do if you were in my horseshoes? I've already created two villans, and ruined the life of an innocent stallion. Should I just stop trying to be the hero? I don't want to cause more problems then the ones I'm trying to fix." A long silence followed. Pinkie Pie said nothing. She just sat there, waiting for a response that she knew she'd never get.

In the end, Pinkie Pie reluctantly decided to continue her crime fighting life. She couldn't let two cases of unfortunate events scare her off. There were those who viewed Spider Mare as a hero, either because she saved their lives, or because she helped to make Equestria a better place for everyone. No matter how hard it might be, she had to put others before herself. The one time she hadn't, Uncle Al had payed the price.

Photos and stories of Spider Mare still sold like hotcakes, and Pinkie Pie's photography career give her plently of money to send to her Aunt Suzanne. Add to that her constant parties, and the adventures she went on with her friends, and Pinkie Pie's life was a life of excitement on an almost daily basis.

For a time after the Scorpion incident, crime in Equestria dropped to an all time low. In no small part thanks to Spider Mare, who seemed to only get more and more mysterious as the days and weeks passed. Unfortunately, this lull in criminal activity was merely the calm before the storm. A new villan was about to emerge, one that would come as quite a shock to Spider Mare. Especially considering this villan's history.

It happened on the day that Pinkie Pie left with her friends, to accompany the Ponyville relay team, to the qualifying round of the Equestria games (held in the beautiful, and peaceful, Rainbow Falls). Enchanted Comics had come under harsh fire after Spike had sent a letter to Princess Celestia and Princess Luna, warning them of the danger the comic books possed. Before long, many would be customers were frightened off. And Princess Celestia gave Captain (and Prince) Shining Armor permission to lead a special task force to shut down the store, and bring the owner/founder in for interrogation.

To be fair Princess Celestia sent a notice to the store, giving its owner two days to willingly shut down and be brought in for questioning. After which, if he failed to comply, Shining Armor and the royal guards would do so for him, by force if need be.

The owner, a fat unicorn stallion with a yellow coat, a messy orange mane and tail, brown eyes, and a cutie mark depicting a comic book, panicked upon obtaining the notice. The last thing he needed was the one of the rulers of Equestria interrogating him. The instant his secret was out he would certainly be arrested, and thrown into jail. His store would shut down, and he would go bankrupt. Having made some risky deals with a group of loan sharks, he could ill afford to get on their bad side. But if he tried to explain himself to the princesses, the loan sharks would see to it that his reputation was ruined. There were even talks of making arrangements with "friends in high places" to keep him from talking.

Reluctanlty, the stallion ignored the notice, hoping that Princess Celestia was merely bluffing. Alas, two days later, he learned that she was not.

"Mr. Five and Ten!" Captain Shining Armor shouted "This is the captain of the royal guard speaking! We have your store surrounded, and are under direct orders to capture you, and turn you over to Princess Celestia! Come out with your hooves over your head, and no one gets hurt! We've been authorized to use force if you do not comply! Surrender now and you will not be harmed!"

"What am I gonna do?! What am I gonna do?!" Five and Ten said to himself, as he paced back and forth at the register. If he surrendered his store would close and he would go bankrupt. If he resisted he would likely be branded a criminal, and be made to stand trial. At which point he could either take the fall, or rat out the loan sharks and face the consequences.

Then, out of the corner of his eye, he spotted the very comic that had lead to all of this trouble in the first place. The highly acclaimed issue #10 of The Power Ponies series, entitled The Mane-iac Strikes Back!. It told the tale of how the Mane-iac tried to get revenge on The Power Ponies, after their sidekick Hum Drum broke her heart, and lost his powers in the aftermath. It then went on to show how The Power Ponies finally defeated the Mane-iac. That last part had been enchanted to allow for die hard fans to relive the action themselves, and yet somehow, it had ended up in the claws of a certain baby dragon.

Five and Ten recalled how, compared to her debut in issue #8 Rise of The Mane-iac, the supervillan had gone from just being annoying to being flat out dangerous. Trying to kill The Power Ponies on several occassions, and nearly succeeding. "If I had the powes of The Mane-iac I would be unstoppable!" Five and Ten thought to himself. Those very thoughts gave him an idea. One that would give him the power to solve all of his problems. The time had come for one last great enchantment, the enchantment to end all enchantments.

"Mr. Five and Ten! This is your last chance!" Shining Armor shouted "Come out now or we will storm in and capture you ourselves! I mean it!" There was no reply. Shining Armor sighed, he really didn't want it to come to this, but orders were orders. "All right men!" he said, turning to the royal guards "Looks like we're going in after all! Be ready for anything!"

Before the royal guards could enter however, there was a huge explosion, and the building was completly destroyed. "How kind of you to come boys!" a female voice said.

"Who are you?!" a royal guard asked.

"Your worst nightmare." the female voice said. A moment later a figure emerged from the smoke. It had a familiar green mane and tail made up of tentacles, wore a familiar purple vest with black boots, and had light purple skin.

The guards gasped. They couldn't believe it.

"That's right. It's me. The Mane-iac!" The Mane-iac said, letting out her trademark laugh.

"What did you do with Mr. Five and Ten?!" Shining Armor asked.

"You'll never see him again!" The Mane-iac said "Not that it matters. Now I'M the one you boys have to face!"

"If you think we're afraid of a freak like you then you're sadly mistaken." Shining Armor said confidently "We fear nothing! Certainly not the likes of you!"

"Oh really?! We'll just see about that." The Mane-iac said "Just try and stop me!"

"You'll regret saying those words!" Shining Armor said, and turned to the royal guards "Don't just stand there, get her!" he ordered.

"Sir yes sir!" the royal guards shouted, and charged The Mane-iac head on.

"Leave it to boys to start a fight." The Mane-iac teased "Oh well. I guess no one ever told you. Ladies don't start fights, but they can finish them!" The Mane-iac used her mane to pick up a nearby mailbox, and hurled it at one of the guards. The royal guard barely dodged it.

"If that's the best you can do you're in a lot of trouble lady." the royal guard said.

"That was only a warm up!" The Mane-iac said, and picked up pieces of the destroyed comic book store. "Try and dodge this!" she shouted. The guards tried, but the beams and boards were too much for them. Eventually one board managed to bring them all down.

"This is bad! This is very bad! This is very, very bad!" Shining Armor thought to himself as he observed the scene. The royal guards weren't hurt too badly, but they were completly buried beneath a pile of debris.

"Let that be a lesson to all of you!" The Mane-iac boasted "Don't get in my way if you know what's good for ya!"

"I think we're in big trouble." Shining Armor muttered to himself as The Mane-iac fled the scene.

Papers all over Equestria exploded with headlines within hours of the humiliating defeat being made public. They all came with such explosive titles as It's Alive!: Comic Book Super Villan Comes to Life, Royal Guards Badly Battered by an Alledged Attack from The Mae-iac, and Maniacal Mane-iac Crushes The Long Arm of Celestia's Law. Before long, everyone had heard the news. Though some couldn't believe it.

Meanwhile, The Mane-iac wasted no time in making a name for herself. And began pulling off crimes, and comitting acts of violence, in big cities all over Equestria. And each time she did she would either escape before law enforcement could arrive, or crush anyone who tried to stop her. Even Princess Celestia was heard to say that The Mane-iac might be too powerful, and too dangerous, for anyone to catch.

Upon learning the news from The Ponyville Express, Pinkie Pie was furious! Any doubts she may have had about being Spider Mare were completly erased! It was villans like The Mane-iac that Pinkie Pie had sworn to defeat! Evil doers that believed they were above the law just because they had power.

Regardless of how The Mane-iac had escaped from the world of the comics, Spider Mare would see to it that she was sent right back. And so, Spider Mare swung into action once more!

For a little while The Mane-iac maintained a low profile, and went into hiding. Thus keeping Spider Mare from finding her, as the web slinging, wall crawling crime fighter searched all over Equestria.

This only served to make Spider Mare angry. "You can run Mane-iac! But you can't hide! Especially not from me!" she thought to herself, as the hunt dragged on.

The juggling act of being Spider Mare, throwing parties, working at Sugarcube Corner, and providing photos for The Ponyville Express, was difficult. But Pinkie Pie found a way to pull it off.

All the same it did take a toll on Pinkie Pie, and she hoped with all her might, that a breakthrough in the search for The Mane-iac would come soon.

And it did. Though not until about two weeks had passed since The Mane-iac first showed up.

As it turns out, The Mane-iac could not ignore the lure of crime, and began to pull off operations in the town of Manehattan. She would break into stores (usually jewelry stores), steal the most valueable objects for her own private collection, and then flee before anyone could catch her.

"If only she was smart enough to make sure no one was taking a picture of her. Or contacting the police when she showed up." Pinkie Pie thought to herself "Oh well, I guess she'll have to learn her lesson the hard way."

Making the trip to Manehattan was pretty easy, it was as simple as taking the train. All Spider Mare had to do, was use her webbing to grab the rear of the last coach. From there, she used the string to swing herself up onto the rooftoop. And with her 'Spider Sense', she would not be taken by surprise by any low bridges or tunnels.

Once the train arrived in Manehattan, Spider Mare quickly but covertly slipped off. "Now, if I were an evil comic book supervillan, where would I stash my loot?" Spider Mare asked herself, as she roamed the streets of Manehattan.

As if to answer her question, in the distance appeared the distinctive figure of The Mane-iac. And it looked like she was on the move, searching for her next target. And she didn't even see Spider Mare.

"You gotta be kidding me!" Spider Mare thought to herself "This is far too easy! Like taking candy from a baby. Not that I would ever do such a thing of course." With The Mane-iac unaware of her prescence, Spider Mare carefully slipped a homemade tracking device into a tiny ball of her webbing, and threw it at The Mane-iac. It stuck to her suit without so much as a sound. "If Twilight's done her math right. And she always does her math right. Then the instant The Mane-iac moves, the tracking spell will kick in, and I'll be able to track every move that she makes. Like a manticore stalking its prey."

"Ah. What a beautiful night in Manehattan." The Mane-iac said to herself "This city reminds me so much of Maretropolis, except this city never sleeps. And, there aren't any annoying power ponies around to stop me! Soon, and very soon, I shall take over! And finally have my revenge! But for now, I believe a little late night shopping is in order. And I know just the place to visit. As usual, I'll be taking a two hooves discount." And with that, she took off.

"Yes! That's it! Lead me right to you!" Spider Mare said to herself, as she took off in pursuit of The Mane-iac. Eventually, she spotted the Mane-iac, just as the super villan was about to break into Crown Jewels: The Jewelry Store of The Rich and Famous.

"I've been looking for that 'jewel in the crown'." The Mane-iac said to herself, eyeing an extremely rare (not to mention valueable) diamond. "And it looks like I've finally found it."

"Sorry pal, but the shop's closed. Try coming back when it's actually open and you can afford it." Spider Mare taunted, and swooped down from a nearby rooftop.

"Who are you? You don't look like a power pony." The Mane-iac said.

"A power pony? What in the hay is a power pony?" Spider Mare asked "In any case, I'm not a power pony, as you can clearly see. I'm just your friendly neighborhood Spider Mare."

"Oh, so that's your name." The Mane-iac said, sizing up her opponent.

"Yep." Spider Mare said with a smile "So, what's your story? Doing a little 'after hour shopping'?!"

"It's like you can read my mind." The Mane-iac said happily "But why should you care? Didn't your father ever tell you not to get involved in a lady's personal business?"

"Yes indeedy, but in your case I'm sure it's okay if I make an exception." Spider Mare replied "We can do this the easy way, or the hard way. Surrender now, and I might put in a good word for you with the cops, not that it'll help your situation. Resist me, and you'll live to regret it for the rest of your life."

"Ooh, such big words!" The Mane-iac teased "But I doubt you can actually back them up."

"Wanna bet?!" Spider Mare asked.

"You looking to start something?" The Mane-iac asked "Cause, while I don't start fights, I can certainly finish them."

"I was about to say the same thing." Spider Mare said "So why not make it easier on both of us, and just give up now?"

"Never!" The Mane-iac shouted, and ran off.

"Go ahead and run!" Spider Mare said "I'll find you! You can't hide from me any longer!"

"I'd love to see you try!" The Mane-iac taunted, and disappeared. Spider Mare wasn't at all worried. Everything was going according to plan. The Mane-iac still didn't know about the tracking device.

"That's it! Lead me to your hideout!" Spider Mare thought to herself as she followed The Mane-iac from the rooftops. Easily closing the distance between them without The Mane-iac being ever the wiser.

"Spider Mare? Huh, what a joke. She's no match for me." The Mane-iac said to herself, unaware that Spider Mare was listening in. "Oh well. Looks like it's time to lay low again. Good thing she doesn't know about my hideout." She suddenly ducked behind an alleyway. Spider Mare followed from a distance. The Mane-iac looked around, making sure that no one could see her. No one did. "Okay, the coast is clear." she thought to herself, and pressed a button on what looked like an ordinary wall. The wall rose up, like a sliding door, revealing an entrance into a hideout fit for a super villan.

"So that's where she's been hiding all this time." Spider Mare said to herself. "Well, too bad it's not so much of a hiding place anymore." Spider Mare waited for The Mane-iac to enter, and the door to close, before making her move. She jumped down from the rooftop, and pressed the same button The Mane-iac had just pushed. Once again, the door rose up, and the entrance was revealed. "Time to get to the bottom of things." Spider Mare said to herself, and went inside.

The hideout looked like something straight out of a comic book. In fact, just the sight of it would've been enough to make a diehard comic book geek squee with delight. In addition to being packed with all sorts of jewels and other stolen goods it was also filled with all sorts of strange, and unusual pieces of technology. If Spider Mare didn't know any better, she would've assumed she'd stepped straight into the world of The Power Ponies. She had little time to marvel at the sights however when her 'Spider Sense' went off.

"Well, well." The Mane-iac said sternly "It looks like you've stumbled across my little hideout. How naughty of you. Didn't anyone ever tell you it's not polite to be snooping around other ponies property?"

"Oh they did." Spider Mare said with a smile "But once again, I'm sure this an exception. Especially considering this is where you stash all your loot."

"You really are a bothersome little pest, and I've only just met you." The Mane-iac groaned "Oh well, I guess I'll have to teach you some manners."

"Bring it on! I'm not afraid of you!" Spider Mare taunted "I don't know how you got out of the comic in the first place, but I do know that I'm gonna be the one to send you back! And when I'm done, I'll make sure to let the Manehattan police know where you've been hiding. They'll see to it that all of your loot is returned to where it belongs."

"Just try and stop me Spider Mare!" The Mane-iac gloated "If you don't share my vision, then you will be crushed by it! As will anyone else who's foolsih enough to get in my way!"

"You're the one who's gonna be crushed!" Spider Mare said.

"We shall see." The Mane-iac said with a fiendish smile. And used her mane to try and hit Spider Mare. Spider Mare dodged, and fired off a string of webbing. The Mane-iac struggled for a minute, but quickly broke free.

"What?!" Spider Mare gasped.

"It'll take more then your measly little webs to stop me Spider Mare!" The Mane-iac boasted, and used her mane to grab a nearby electric pole. She tried to hit Spider Mare with it, but Spider Mare's 'Spider Sense' allowed her to stay one step ahead no matter what The Mane-iac threw at her, or tried to attack her with.

"You couldn't hit the broadside of a barn Mane-iac!" Spider Mare taunted, dodging another swipe of The Mane-iac's mane whips.

"You're really starting to bug me!" The Mane-iac said with a growl "And if there's one thing I hate most of all, it's annyoing bugs that just don't know when to lay down and die!"

"Sorry Mane-iac, but that's one trick I never learned!" Spider Mare taunted as she punched The Mane-iac hard in the chest.

"Oh that's it! Now you've done it! You've made me angry! Very angry! And you're gonna be sorry!" The Mane-iac bellowed.

"Oh yeah?" Spider Mare asked.

"Yeah! You just don't know it yet! But you will!" The Mane-iac said angrily.

Spider Mare began to grow a little bit worried upon hearing those words, But she was confident that as long as she had her 'Spider Sense', she could avoid anything The Mane-iac might try to pull.

"Just try and dodge this Spider Mare!" The Mane-iac shouted, and hurled a canister of some sort at the ground. Suddenly, a powerful orange gas started seeping out.

"What are you up to?" Spider Mare asked.

"You'll see." The Mane-iac said with a grin.

Spider Mare was about to reply, when she saw that the gas was about to catch up to her. She tried to shoot a stream of webbing to escape it, but she suddenly found herself unable to do anything. "What's going on?" she asked.

"Instant nerve gas!" The Mane-iac explained "It can't hurt me because my body's already filled with chemicals. But for anyone else, though it isn't very potent, it's strong enough to produce temporary paralysis. Almost from the moment it's released. Even your little sixith sense is useles against it. But don't worry, it'll wear off in only a few minutes."

"So why did you hit me with it?" Spider Mare asked.

"So you can't escape from THIS!" The Mane-iac said, and struck Spider Mare on the head with one of her hooves. Spider Mare was knocked out and fell to the ground. "Nighty night Spider Mare." The Mane-iac teased "Now to put my plan into action."

For how long she was out Spider Mare had no idea. Eventually however, she opened her eyes, only to find herself strapped to some kind of table. Said table was pressed up against a wall, and had braces that tied down all four of her hooves. Spider Mare struggled, but couldn't break free.

"Ah, you're finally awake." a familiar voice said. Sure enough, it turned out to be The Mane-iac.

"What have you done to me?!" Spider Mare asked.

"Isn't it obvious?" The Mane-iac asked "I've tied you up nice and snug so you can't escape."

"I have a feeling I'm not going to like what comes next." Spider Mare gulped.

"Indeed you won't, Spider Mare." The Mane-iac hissed "Because I'm gonna set my base to self destruct."

"But why? That would destroy all of your loot." Spider Mare said.

"Don't worry, I've already got everything I need stored in containers." The Mane-iac explained "And they're already on their way out. In fact by the time this base blows up I'll be long gone. I can't say the same for you, however."

"So you're going to kill me?" Spider Mare asked.

"That's the idea!" The Mane-iac said "And the best part is, I know it will work. You can't escape!"

"Don't count your chickens before they hatch." Spider Mare said, struggling against the restraints "You'll never get away with this!"

"Oh, but I will!" The Mane-iac said, and triggered the self destruct sequence "Asta la bye bye Spider Mare! It was nice meeting you, but I really must be going. Hope you enjoy your little 'farewell' present. I promise you, it has extra 'bang'!"

The Mane-iac quickly fled, leaving Spider Mare alone in the building.

"Self destruct in 60 seconds!" a pre recorded voice said.

"I've got to think of a way out of here! And fast!" Spider Mare thought to herself.

Author's Note

Yup, we have a cliffhanger ending.

The Mane-iac is a stand in for Doctor Octopus for obvious reasons. But since she's only partially based on him, The Mane-iac will not share his origins. In fact, her origins have not changed at all.

But if you think this is the same Mane-iac from "Power Ponies", well you'll just have to wait til Part 2 to find out the truth.

The Mane-iac Strikes Back! Part 2

When we last left our web slinging crime fighter Spider Mare, she was trying desperately to escape from the secret base of The Mane-iac, which had been set to self destruct. The Mane-iac had already fled, leaving Spider Mare strapped to a gaint table, pressed up against a wall.

Is this the end true believers? Is our friendly neighborhood Spider Mare bound for that big web in the sky? Not a chance! If we know Spider mare like we think we do, we're about to be in for a big surprise!

"Self destruct in 45 seconds." the computerized voice announced. Spider Mare meanwhile, was trying, to no avail, to break free from the restraints that held her in place. Preventing her from escaping.

"I can't break free from these restraints on my own power!" Spider Mare thought to herself "There must be a way out of this. I've just got to find it." Suddenly, out of the corner of her eye, Spider Mare spotted a switch which looked like it controlled the restraints. "That's it!" Spider Mare thought to herself.

"Self destruct in 30 seconds." the computerized voice announced. Time was running out.

"Only got one shot at this!" Spider Mare thought to herself. With all her might she managed to free one of her upper hoofs just long to shoot an impact ball of webbing. The ball hit the switch, and brought it down. The restraints opened, and Spider Mare was freed.

"Self destruct in 15 seconds." the computerized voice announced.

Spider Mare had no time to pat herself on the back. She had to think of a way to escape, and fast! Looking up, Spider Mare saw a window that could be opened from the inside. It was her only chance. Shooting a string of webbing up to the ceiling, Spider Mare rose up, and swung over to the window. As she opened it up the computerized voice began to count down to zero.

"5..4..3..2..1!" the computerized voice announced.

"Oh boy!" Spider Mare said to herself "This is it!"

A powerful explosion ripped through the abandoned hideout, completly demolishing the structure. No one could've possibly survived it.

The Mane-iac had been watching from a safe distance. When she did not see Spider Mare escape at the last second, she assumed her plan had worked. "Yes!" she cheered to herself "Spider Mare is gone! She's history! She's never coming back! And it's all thanks to me! Now I can put the next part of my plan into action!" The Mane-iac took off for the Manehattan waterfront, where her true secret base lay hidden.

A few minutes later The Mane-iac was standing in front of a switch in a mysterious control room. "Phase One is complete." she said to herself "Now, to begin Phase Two!" she used her mane to flip the switch "Yes!" she cackled "It begins!" and she promptly laughed to herself.

If anyone had been watching the Manehattan water front closely they would've seen a mysterious floating object with three pairs of large vents that looked like canisters of mane care products one might find in a store. Suddenly, the vents opened up, and a mysterious orange gas began to seep into the city. Blanketing it like a fog. Those residents unfortunate enough to not be indoors, or high up, were instantly paralyzed.

"Whew. Talk about your close calls. If that was a close shave then it had some razor sharp blades." Spider Mare said to herself, as she swung out of the hideout seconds before it exploded. Luckly for her The Mane-iac didn't spot her.

But she had little time to celebrate, as the ground suddenly began to fill up with a familiar orange gas. Spider Mare quickly climbed up to the rooftop of a nearby building to escape it. When she looked down at the ground below all she could see was the orange stun gas, and from the looks of things it had managed to bring all of Manehattan to a stand still.

"No doubt who's behind this!" she said to herself. Then she looked out to the waterfront, and spotted the source of the gas. "So THIS is The Mane-iac's master plan! With the entire city stuck like this,no one will be able to stop her! Well, she's not gonna get away with it! Not if I can help it anyway, and in fact, I can!"

Fortunately for Spider Mare, The Mane-iac had still not removed the tracking web ball that Spider Mare had planted on her during their first encounter. This allowed Spider Mare to track her down. "So you're hiding out on the waterfront huh? Well, if you think you've seen the last of me, Mane-iac, I'm afraid you're all washed up! Time to pull the plug on your little crime spree once and for all!"

With the help of the tracking spell Spider Mare had no trouble reaching the waterfront. Now came the tricky part. There were a number of warehouses that dotted the Manehattan waterfront, all them had a number painted on their front door in bright red numbers. And The Mane-iac could be hiding behind any one of them.

"I don't have time to do the old 'What's behind door number 1? routine'." Spider Mare thought to herself "I'll just have to pick one. But first, let's see if the tracking device can narrow things down for me." And it did. With the help of the tracking device Spider Mare managed to narrow down her choice to Warehouse 75, and Warehouse 76. "Decisions, decisions, decisions." Spider Mare said to herself "There's only one way to decide. Eenie, meenie, minie, that one!" she said, and pointed her hoof towards the door of Warehouse 76. Hardly one to change her mind after a decision like that Spider Mare ventured inside.

If Warehouse 76 was serving as the base of some sort of comic book super villan, it certainly didn't look like it. It looked exactly like your average, everyday warehouse. "Maybe I chose wrong." Spider Mare thought to herself, as she looked around. But just as she was about to turn around and head out she spotted something. A secret passage way in the back of the warehouse, and high above the containers stacked up against the wall. That was certainly not something that a normal warehouse was suppose to have. Deciding to go with her gut feeling Spider Mare shot a string of webbing up at the ceiling, allowing her to zip line up to the top. From there she swung all the way over to the secret passage, which was strangely, wide open. Almost as if someone WANTED it to be found.

The secret passage led to a series of vents that looked old, and had tiny droplets of water leaking through them. Spider Mare wasn't impressed. "Okay Mane-iac. I like the concrete, the dripping water, very nice actually." Spider Mare said "But seriously, get with the program. No one decorates like this, especially not super villans."

Following the tracking spell Spider Mare made her way through the vents. She was quite surprised to discover a few fans at various points, as well as vents on different levels. What kind of vents were these? She didn't have long to dwell on the matter however, as she soon found herself looking at what promised to be a very long drop. But the tracker said that The Mane-iac had gone that way. "Well, only one way to find out. Here goes nothing!" Spider Mare thought to herself, and began her descent. "Geronimo!" she shouted.

With the help of her webbing Spider Mare controlled her descent so she wouldn't fall too fast or too far. Eventually, she stopped herself just above a glass door. Not far below it Spider Mare could see a floor. Using a ball of impact webbing, Spider Mare shattered the door, and dropped down. "Whew! What a rush!" she proclaimed, as her hooves touched solid ground. She quickly took in her surroundings, which looked a bit more "mechanical" to say the least. "Now this is more like it." Spider Mare said, admiring the design "Nice detail. Gumwood, I like it. You've been holding out on me."

Her admiration faded when she trotted through a set of automatic doors. "You've gotta be kidding me! This can't possibly be real!" she said to herself. "Okay, quick little recap, just in case I missed something. I'm probably a couple hundred feet or so underwater. Not sure how a trench like this could exist so far below the surface. The floors and walls are completly electrified for some other reason! And best of all, deadly laser turrets are pointed straight at me! Ohhoho, this just keeps getting better and better! For The Mane-iac that is." Spider Mare sighed "Well, as long as I have my 'Pinkie Sense' I should be able to dodge the lasers. I'll just have to be careful not to get near the walls. As long as I watch my step I should be okay."

Spider Mare was right. The laser turrets were no match for her 'Spider Sense', but they got pretty close to Spider Mare. A little too close for comfort. "Hey! Mane-iac! I know you're behind this!" Spider Mare shouted, dodging the lasers as she navagated the trench "Lasers aren't very original you know! Besides, you could put someone's eye out with those if you're not careful! So how bout you turn them off?!" The taunt didn't work.

Spider Mare thought for sure the worst was over when she made it through the trench. But upon trotting through another set of automatic doors a similar trench appeared before her. "Just great." she said with a sigh "More lasers." The process of dodging and moving forward repeated itself as Spider Mare made her way through the second trench.

"Man! With the flowing electric current along the walls and floor, and the laser turrets, the electricity bill for this place must be enormous!" Spider Mare thought to herself, as she dodged another laser "Funny, and I always thought crime DIDN'T pay. Guess you learn something new everyday."

By the time Spider Mare had made it through the second trench she was exhausted. But she pressed on, for she had a feeling she was close. However, in order to reach The Mane-iac, one more trench stood of laser turrets, and floors and walls with an electric current running through them, stood in the way. "This is getting annoying!" Spider Mare groaned, as the process repeated itself for a third time.

The laser turrets just seemed to keep on firing, no matter how often Spider Mare dodged their beams. "Okay..." Spider Mare said, slightly panting "quit shooting the lasers already. It's getting old!"

At last, after what seemed like forever, the third trench was completed. Spider Mare sighed with relief as a flashing sign above the next door read Fog Room. "About time." Spider Mare said, and raced through the door. Relieved to be out of the trenches.

The fog room was a welcome change of secenary for Spider Mare, as there was no electric current passing through either the floors or walls. And neither were there any laser turrets that seemed poised to shoot at her at a moment's notice.

The tracker signal pointed Spider Mare towards a door at the other end of the room, labled Research Labs. But unfortunately for Spider Mare, the door was locked up tight. "Curses!" Spider Mare mumbled to herself "There's gotta be a way to make that door open."

Spider Mare looked around, and noticed that aside from the door leading to the Research Labs, there were also three doors marked with the letters A, B, and C. All of them read Fog Port, which meant those doors lead to the rooms that were generating the orange fog that was covering Manehattan like a thick security blanket. Those doors were locked as well.

There was one more door, which, luckly for Spider Mare, was open. It was titled Security Room. Seeing as there weren't any other options, Spider Mare swung over to that room. "I think we have a winner." she said to herself, as she stepped inside. Sure enough, off to her right was a switch connected to a pannel. Said pannel controlled the doors of the fog rooms. Spider Mare went over to it, and pressed it down.

She then raced outside, and saw that the Fog Port doors now had their signs flashing brightly, indicating that they were open. Spider Mare raced over to room A. The door closed behind her, as Spider Mare took in her surroundings. Like with the security room there was a switch connected to a pannel. A large screen was present in the background, displaying the status of the fog ports. Right now it read Fog Ports Normal, indicating that they were operating as they were suppose to be.

"Bingo!" Spider Mare said outloud "Now, if I'm reading this right, this switch controls two of the six fog vents. And I'll bet that the other two rooms have a similar set up. If I can close and jam the vents, without stopping the flow of fog, the pressure should cut off the power, and open up the door to the Research Labs. It'll be like a banana in a tailpipe. Mmm, bananas! No! I've got to stay focused!"

Spider Mare set to work on sabotaging the control pannel, before pulling the switch in order to close the vents. The underwater base began to shake a little as the pressure began to build up. A few cracks began to appear along the walls. An alarm blared, obviously intended to warn everyone of the jammed fog vent.

Spider Mare raced out of Fog Room A. The locked Research Labs door began to open slightly. "Hm, well that's a step in the right direction, but there's not enough pressure yet." she said to herself, and headed for Fog Room B.

Spider Mare did to Fog Room B exactly what she did to Fog Room A. Sabotaging the control pannel, and then pulling the switch, which closed the next two vents. Spider Mare was thrown to the floor as violent vibrations rocked the underwater base. More cracks formed as the pressure build up grew larger. The alarm continued to blare, the electricity began to fade.

Heading outside Spider Mare saw the door to Research Labs open wider, but it wasn't fully open yet. "Almost there." she said to herself "One more should do it. I've got to be careful though, this sucker is ready to blow! I can feel it!" Spider Mare raced to Fog Room C. A task that wasn't easy, as the constant shaking and rocking kept throwing her off balance, and made web slinging too dangerous.

Arriving in Fog Room C Spider Mare repeated the process for a third time. Spider Mare hunkered down on the floor as the last two vents closed. The pressure build up rose to critical levels. Even on the ground Spider Mare could still feel the powerful vibrations that were rocking the base. Cracks formed all over the place, and the alarm blared until the power finally shut off. Just before it did a computerized voice called out "Warning: Pressure Build Up has risen to terminal levels! Evacuate immediately! Base will explode in 15 minutes!"

Spider Mare raced outside, and over to the opened door of Research Labs. Without wasting time she ran through, prepared to confront The Mane-iac once and for all. With a little luck she could defeat the super villan in a matter of minutes, and still have enough time to escape.

Racing through a long hallway Spider Mare could see a figure that looked like The Mane-iac in the distance. But the laugh was not the familiar laugh that The Mane-iac was known for. In fact, it sounded like a stallion, not a mare.

"Listen, whoever you are. This crazy little scheme of yours has gone too far!" Spider Mare threatened "Your base is going to be destroyed in a matter of minutes! Surrender now if you value your life!"

"So, you survived? Well, I guess I should've expected that." the figure said, revealing itself to Spider Mare.

Spider Mare gasped at who it was "Mr. Five and Ten?" she asked.

"Correct." the stallion said.

"You've been dressed up as The Mane-iac this whole time?" Spider Mare asked.

"Wrong Spider Mare!" Mr. Five and Ten hissed "You see, I cast an enchantment on a comic that allowed me to go into it, battle The Mane-iac, and merge with her. We have become one! You're now looking at the new and improved Mane-iac! I am better then her in every way. I'm faster then her, stronger then her, smarter then her, and more evil then she could ever hope to be!"

"All this just so you could escape from the law?! You're pathetic!" Spider Mare said.

"Hmph! As I told you before, Spider Mare." Mr. Five and Ten snapped "Those who do not share my vision, shall be crushed by it!"

"I don't have time for this! You heard that warning!" Spider Mare pleaded "Please, we don't have to do this! Surrender now and we can escape before its too late!"

"It's already too late! I'm never going back Spider Mare!" Mr. Five and Ten shouted, and transformed into The Mane-iac "Let us end this Spider Mare! Once and for all!"

Spider Mare sighed "I guess I have no choice! You brought this on yourself!"

"You will never get past my protective barrier!" The Mane-iac boasted, as a protective wall of energy formed around her.

Spider Mare tried to attack, but all of her attacks bounced harmlessly off of the wall. "She's right." Spider Mare thought to herself, as she dodged a swipe of The Mane-iac's mane "I've got to find a way to turn off that shield, and fast!"

As Spider Mare dodged another attack from The Mane-iac a panel of some sort dropped down from above. Spider Mare hit it with her webbing, and a sound that seemed to sound like energy being drained was heard.

"What's going on?!" The Mane-iac asked "My shield is losing power!"

"Aha! Looks like I found the answer to my problem!" Spider Mare proclaimed "Those panels are forming a shield of my own, and they're drawing power away from your shield."

"You won't get away with this Spider Mare!" The Mane-iac proclaimed, as she picked up a nearby electric pole, and tried to hit Spider Mare with it. Spider Mare dodged it with ease, and activated another panel. The process of dodging, and activating a panel repeated itself, until finally The Mane-iac's barrier faded. "It's working! Okay Mane-iac, time to pay the piper! Here comes the pain!" Spider Mare said, and raced forward. She delivered a few light blows to The Mane-iac. Focusing on trying to subdue her enemy.

Suddenly, however, Spider Mare felt herself being pushed back! The protective wall of energy appeared around The Mane-iac once again. "Uh-oh! Looks her shield somehow regenerated itself!" Spider Mare thought.

It didn't take long for the panels for the draining shield apeared again, but this time Spider Mare had to be really careful. Between The Mane-iac's attacks, and the vibrations and explosions from the destruction of the base Spider Mare had to constantly keep moving to avoid being hit. And sometimes she even found herself being forced to the ground.

Eventually however, Spider Mare managed to put up the entire draining shield, and the protective barrier faded once again. Spider Mare wasted no time, and raced forward. Making use of pressure points to deliver a blow that brought The Mane-iac down.

"No! I am...defeated." The Mane-iac said weakly, and collapsed onto the floor.

"And another one bites the dust." Spider Mare said, and gave herself a mental pep talk "Take a breather Spider Mare. It's all over."

Suddenly, a huge explosion ripped through the base's headquarters! "Whoa!" Spider Mare shouted, as she thrown to the ground. When she got up she saw that the way back out was destroyed. Luckly, a nearby portrait had been knocked loose, revealing a secret passage. "Oh man! This place is gonna blow! I've gotta get out of here!" Spider Mare said.

She prepared to leave, when she noticed The Mane-iac still knocked out. Spider Mare knew she couldn't leave the super villan behind to die, even if she deserved it. Using all of her strength Spider Mare scooped The Mane-iac up, and thrust her over her shoulder. "Man, you need to hit the gym pal. You're so heavy." Spider Mare groaned, as she headed into the secret passage.

Spider Mare raced through the narrow passageway, ignoring the frequent explosions that were going on around her. "Gotta keep moving." she panted to herself. Suddenly, her 'Spider Sense' went off. She looked up. "The vent line goes up here! Time to zipline up! she said to herself, and quickly shot a stream of webbing, which she used to pull herself and The Mane-iac up.

Eventually Spider Mare passed through a door with the number 5 written on it. She quickly deduced what that meant "Level 5! Four more to the top!" she said, giving herself a mental pep talk.

The journey became more and more difficult as the explosions knocked pipes and other debries into the passageway. Spider Mare dodged them as best she could.

"Level 4! Webbing don't fail me now!" Spider Mare said, as she passed through a door with the number 4 written on it.

The explosions only continued to become more frequent, and continued to knock more objects into the the passageway as Spider Mare continued her race to the top.

"Level 3! About half way!" Spider Mare said, passing through a door with the number 3 written on it. The passageway now had a different color, changing from blackish green to greenish yellow.

Just like before the powerful explosions caused objects to be knocked into Spider Mare's path. But Spider Mare refused to let them stop her. All the while The Mane-iac remained passed out.

"Level 2! Almost there!" Spider Mare said, passing through a door with the number 2 written on it.

By this point Spider Mare was begining to grow weary, and was panting heavily as she once again dodged the obstacles that the explosions knocked into her path.

"Level 1! On the home stretch! I can do this!" Spider Mare said with relief, passing through a door with the number 1 written on it. The passageway changed from greenish yellow to red.

The explosions wouldn't stop! All sorts of hazards and obstacles littered the passageway. Spider Mare felt like she was too tired to make another turn, but she did. And another, and another, and another. At last, tired but seemingly trimuphant, she reached the top.

But when she finally made it back to the surface she found that the passageway had left her stranded on top of the base, near the vents. And there seemed to be no way out. "All that work wasted!" Spider Mare huffed to herself "The perfect ending to a perfect- wait, what's that?!"

Out of the corner of her eye, Spider Mare spotted a small boat with an onboard moter. Obviously a prototype. The Mane-iac had likely used it to access the fog vents whenever repairs needed to be made. Without wasting a second Spider Mare swam over it, still carrying The Mane-iac on her shoulder. Upon reaching the boat Spider Mare dropped The Mane-iac into the back seat and slipped a life jacket onto her. Spider Mare did the same for herself as she took the wheel. "I knew those boating lessons would come in handy one day." she thought to herself, as she turned on the motor and sped away. Just in time!

The fog vents, the only sign of the underwater base to begin with, sank the instant Spider Mare and The Mane-iac were out of harms way.

"Now to deal with you." Spider Mare said, picking The Mane-iac up again. Spider Mare decided that it would be best to let the Manehattan police department deal with The Mane-iac, and dropped her off at the Manehattan police station with a note that read "Please arrest me."

The journey back to Ponyville passed in silence. But as Spider Mare neared Sugarcube Corner she saw somepony waiting by the front door. It was none other then Pokey Pierce. "What's he doing here?" Spider Mare thought to herself.

Fortunately, unknown to all but a few, there was a back entrance to Sugarcube Corner. And Spider Mare made use of it to slip in undetected, and change out of her costume.

Pokey Pierce was surprised when the door to Sugarcube Corner opened, and Pinkie Pie greeted him. "What are you doing out here at this time of night?" Pinkie Pie asked, rubbing her eyes "Some of us are trying to sleep. And I was in the middle of the most wonderful dream."

"Sorry." Pokey Pierce apologized "But until just now no one saw you after you stormed off. We were all worried about you."

"I just needed to go somewhere to blow off steam." Pinkie Pie said "I meant to tell someone, but I guess I wasn't thinking clearly."

"Well that's alright. At least you're safe now." Pokey Pierece said with a smile "That's what really matters."

"Yeah." Pinkie Pie said with a yawn "Well, it was nice seeing you Pokey Pierce. But I'd really like to get back to bed. I'm gonna be foalsitting for the Cake Twins tomorrow and I'm gonna need to be at my best to keep up with them."

"Wait!" Pokey Pierce called out. Pinkie Pie stopped in her tracks "I just wanted to say I'm glad you're okay. I was worried about you."

"I'm sure you were." Pinkie Pie said "But as you can see I'm just fine now. If it makes you feel any better though, I promise never to disppear on you without a warning."

"Thanks." Pokey Pierce said happily "And, if you'd like, I'd be more then happy to help you look after the Cake Twins. I've foalsat for my little cousin a couple of times."

"You really mean it? You'd be willing to help me out?" Pinkie Pie asked.

"Well, yes." Pokey Pierce said with a smile. The instant those words escaped his mouth he suddenly found himself being tackled by a very happy Pinkie Pie.

"Oh thank you thank you thank you thank you!" Pinkie Pie said happily "You're a real gentlecolt Pokey Pierece, you know that?"

"Thank my mother. She really inspired me." Pokey Pierce said, and he embraced Pinkie Pie in a hug.

Meanwhile in Manehattan, The Mane-iac was sitting in her cell. Her mane tied back, and held in place by chains that were fastened to the walls. "This isn't over Spider Mare." she muttered to herself "Not by a long shot."

Author's Note

And so, we now get to see who The Mane-iac really is.

Also, Pokey Pierce is not Mary Jane. He will be filling the role of Gwen Stacey, Peter Parker's first love interest.

And, in case you were wondering about timeline. This takes place after "Rainbow Falls" but before "Three's A Crowd".

The Green Griffon: Part 1 (A New Threat)

With Pokey Pierce frequently spending time with Pinkie Pie the two of them soon grew close, and Pinkie Pie's life seemed to take a turn for the better. Months passed with no new supervillans emerging to take on Spider Mare. In the meantime crime as a whole continued to tick downward, to a point where it was almost non existent. Even Princess Celestia was heard to say that she had never seen crime levels so low.

Pinkie Pie for one, was happy to leave her life of crime fighting mostly behind and focus on doing what she did best, making others smile. Despite a few instantces of near depression during the "Cheese Sandwich Incident", and her sister Maud's brief visit before she left to continue her education, Pinkie Pie was happier then she had ever been before.

It seemed like not a day went by where Pinkie Pie didn't have a smile on her face, and her positive energy only made her all the more cheerful. Sometimes to the point where she got carried away, such as the time where she had unintentionally fueled Fluttershy's stage fright. And the time when she'd nearly frightened Spike, with her attempt at restrainting her excitement over seeing The Breezies. Heck, she had barely been able to avoid shrieking with delight when she met up with Cheese Sandwich during The Equestria Games, even if it was just a brief visit.

All the while Pinkie Pie and Pokey Pierce grew closer, and before long the two of them were happily calling each other coltfriend and fillyfriend. Everyone was happy for them, and a few even began to wonder how long it might until they decided to get married.

Unfortunately, no one could've known that this period of happy feelings was mearly the calm before the storm. And by the time it was over the young couple's relationship would suffer a very tragic ending.

And this is how it all began.

The Equestria Games had concluded not that long ago, and it had pained Pinkie Pie greatly to know that Pokey Pierce would be unable to attend, due to a last minute foalsitting emergency that required his help. The instant Pinkie Pie returned home she was thrilled to see Pokey Pierce waiting for her.

Meanwhile, trouble was brewing. The Griffon Empire was a proud race of incredible creatures, many of whom excelled in sports, stunt flying, and cooking among other things. But it did not take kindly to those who didn't fit in, or caused trouble. And nowhere was this more evident then in the very niece of The Griffon King, Gilda.

Gilda had a bad reputation for being a rebel, and throughout her life she had gotten into a lot of trouble with the griffon police, and the kingdom as a whole. Her uncle constantly chewed her out for embarassing the royal Griffon family, but Gilda always claimed he didn't understand what she was going through.

Deciding that a change of scenery might do his niece some good, The Griffon King made arrangements with Princess Celestia to allow Gilda to live abroad. It was thought that if Gilda spent a little time making some friends she might learn to behave. For a time it seemed like everything was working out, as Gilda seemed to change from being a rebel into a fairly lighthearted prankster.

But Gilda revealed her true colors when one faithful day she lashed out at a party in Ponyville, and angered some of the guests. Including Rainbow Dash, who broke off her friendship with Gilda right then and there. When word leaked out that Gilda was also a thief Equestria's opinion of Gilda quickly turned sour. Reluctantly Princess Celestia was forced to issue an order, to have Gilda deported back to The Griffon Empire.

Gilda refused to obey the order, and went into hiding. No one heard from her for a few years, and most ponies quickly forgot she had ever existed. Even so Princess Celestia instructed her subjects to keep a sharp look out. If anyone spotted Gilda they were to report her to the royal guards, who would see to it that she was sent packing.

As a result Gilda found it hard to get by. She had to constantly keep moving in order to avoid drawing attention to herself. Many times she just narrowly managed to escape before she would've discovered. But Gilda knew that no matter what she did, the royal guard would eventually catch her, and send her back to The Griffon Empire. Furious at this realization, Gilda began to search for any way to delay, or even prevent such a thing from happening. That's when she stumbled across an advertisement, in a discarded copy of a newspaper in Appleloosa.

The advertisement highlighted a new company called Caballe Corp., a company that was experimenting with chemical engineering in an effort to unlock the secrets of the universe. The company was looking for a test subject for a research experiment, which had the potential to improve medical treatments all over Equestria, and beyond.

Realizing at once that such an experimet, if successful, could give her a bargining chip to use when she needed it most, Gilda decided to take the company up on its offering.

"Thank you for coming to Caballe Corp. My name is Dr. Caballeron, the founder of this company." Dr. Caballeron said kindly, greeting Gilda when she arrived. "What is your name?"

"Name's Gilda, not that it really matters." Gilda said, by this point her life style of hiding and running had taken their toll. She was completed covered in dirt, had several scratch and bruise marks from fights with thieves, and looked a little on the skinny side due to having fewer meals then she use to have.

"Well Miss Gilda, before we begin our experiment we'll need you to be in good physical condition." Dr. Caballeron continued "And from the looks of things, it seems we have a lot of work to do."

"And why should you care?" Gilda asked "I'm a sorry sight, all thanks to those miserable ponies that got mad at me just because I lost my temper. It's not my fault, they started it."

"I don't know what you've been through in the past." Dr. Caballeron said "But I hate to see someone down on their luck. Ever since I gave up trying to stick to that old windbag I've made it a motto to prove myself in any way possible. I've turned over a new leaf, and when ponies see that I can take a griffon like you, and turn you into an icon for the public good, they'll all regret ever beliving I was just a puppet for that miserable Ahuizotl."

"Whatever." Gilda said "I suppose I do need a bath."

"That's for sure." Dr. Caballeron chuckled, as he lead Gilda inside. Caballe Corp's interior seemed like it belonged in Manehattan or Fillydelphia, not Appleloosa. It was very urban, and surprisingly hi-tech. "Gilda. I have a feeling that this is the start of a beautiful partnership." Dr. Caballeron said with a smile.

In no time at all Dr. Caballeron had Gilda cleaned and patched up. And within a month, he had gotten the griffon fit and back into shape.

Once Gilda managed to pass a required physical examination, she was ready to start working as Caballe Corp's eager new test subject.

And that's when faith intervened.

"Are you sure about this Dr. Caballeron?" Gilda asked, as she was placed into a large, and very strange machine.

"Of course I'm sure. This is a very low risk procedure." Dr. Caballeron reassured Gilda, standing behind a control panel "You'll just be subjected to a few small doses of a chemical. We've already injected you with altered bacteria of a disease that the ponies are still having trouble coming up with a cure for. The intent is to see if this chemical is the cure we've been looking for, or even an adequete treatment."

"If you say so." Gilda sighed "I'm ready."

"Okay, beginning first doseage, now!" Dr. Caballeron said, and pressed a green button on the control panel.

The experiment was proceeding as planned, all the way up to the final doseage. Gilda said she was feeling a little weird, but Dr. Caballeron had dismissed it as a side effect of the chemical, and proceeded to begin the final doseage.

That's when the trouble began. Gilda suddenly began to thrash about wildly, almost as if she had no control over her own body. She screamed at the top of her lungs "Make it stop! Make it stop! The pain is too much! Please, I beg you! Make it stop!"

Dr. Caballeron tried, but the machine wouldn't respond to any of his commands. And so, he was forced to cut the line that was feeding the chemicals into the machine. "Gilda!" he shouted frantically when the chemical doseage stopped. "Gilda! Are you alright?! Please, say something!"

The figure that emerged from the machine barely looked like Gilda. The figure's face looked a lot more like a foal's nightmare night costume, the feathers were a very feindshly colored green. In fact, were it not for the beak, the figure would not have come across as griffon like, let alone a specific griffon.

When Gilda emerged from the tube, and saw what she looked like, she shrieked and roared at the top of her lungs. She started taking her anger out on nearby objects with her sharp claws. "You did this to me!" Gilda roared "You turned me into this freak!"

"Gilda please, calm down." Dr. Caballeron said, trying to reassure the griffon.

"No! I'm too angry! Angry with you!" Gilda bellowed, continuing her violent rampage.

"You're destroying my lab!" Dr. Caballeron shouted.

"I don't care! I'm so angry, I have to get this anger out!" Gilda roared.

"Look Gilda, what happened was an accident." Dr. Caballeron explained "Something went wrong with the experiment. The last doseage wasn't suppose to do this. I never intended to turn you into this monstrosity."

"But you did!" Gilda snapped "And now you will pay!"

Dr. Caballeron barely dodged a crushing swipe of Gilda's talons "I know you're upset Gilda, but this is not the way to deal with it." he said.

"Stop calling me that! I'm not Gilda anymore! Congratulations Dr. Caballeron, you've created The Green Griffon. A creature that doesn't take orders from anyone. Especially not a measly little pony like you!" The Green Griffon said, approaching Dr. Caballeron.

"What are you doing?! I order you to stop this foolishness at once!" Dr. Caballeron shouted "There may be someway we can fix this."

"You obviously don't know who you're dealing with!" The Green Griffon said angrily "I am no longer your measly little guinea pig for you to use as you see fit! I have plans, and they don't include you!"

Dr. Caballeron tried to run away, but The Green Griffon snatched him up with one of her talons. "Put me down!" Dr. Caballeron protested, as he was carried to an open window "Killing me won't solve anything!"

"But it'll certainly make me feel better! A lot better in fact." The Green Griffon said "In any case, I'm not gonna kill you. I just need you out of the way."

"What?!" Dr. Caballeron gasped.

"That's right." The Green Griffon said with a smirk "As of today you are no longer in charge of Caballe Corp! From now on, I'll be calling the shots. And no one is going to tell me otherwise!"

While all of this was going on, Pinkie Pie and Pokey Pierce were hanging out at Sugarcube Corner. Pokey Pierce had not objected at all to the idea of helping Pinkie foalsit the Cake twins again. In fact he didn't mind it at all, and was actively helping Pinkie Pie in any way he could.

"You're a natural at this sort of thing." Pinkie Pie said to Pokey Pierce, as she saw her coltfriend entertain the twin toddlers with his magic.

"Like I said, I've foalsat for my little cousin on so many occassions." Pokey Pierce replied "I'm pretty much a foalsitting pro at this point."

"So you're good with foals as well? Is there anything you can't do?" Pinkie Pie asked sweetly.

"Aw shucks, it's nothing really." Pokey Pierce said, blushing slightly.

"Seriously though, I can't thank you enough for agreeing to help me out." Pinkie Pie said sweetly "These two can really be a hoofful. Especially when Pumpkin Cake gets one of her magic surges, or when Pound Cake starts flying all around. It's a good thing they're starting to grow out of them."

"No kidding." Pokey Pierce chuckled "I still remember the time where they dumped an entire sack of flour on my head."

"Well you had to admit, it was pretty funny." Pinkie Pie said.

"True that." Pokey Pierce said happily "And hey, you got me cleaned pretty quickly. It's almost as if they did it on purpose to bring us closer together."

"I don't know about that." Pinkie Pie said with a grin "But they're really sweet. Not as sweet as you though Pokey Pierce."

"I knew you'd say something like that." Pokey Pierce said, and kissed Pinkie Pie on the cheek. Now it was Pinkie Pie's turn to blush.

Alas, the moment faded all too soon. As Pinkie Pie's 'Pinkie Sense' started acting up. It had been dormant for so long Pinkie Pie had almost forgotten it existed. But there was no mistaking the signal it was sending her. Another new supervillan had reared its ugly head, and it was up to Spider Mare to put things right.

"Excuse me Pokey Pierce. I just remembered something I meant to take care of earlier." Pinkie Pie lied.

"Don't mind me, I can wait." Pokey Pierce said.

"Thanks." Pinkie Pie said, dashing out of the room "I'll be back as soon as I can. I promise."

"Pinkie wait!" Pokey Pierce called, but Pinkie Pie had already left. At that moment Pokey Pierce caught a whiff of an incredibly foul smell. "No, it couldn't be." he thought, as he turned his attention to the Cake Twins.

Sure enough, the smell was originating from them. Pokey Pierce knew all too well what this meant. Sighing, he carefully picked the foals up with his magic, and placed them on the changing table. "I better get payed double for this." he muttered to himself, as he retrieved two clean diapers.

Pinkie Pie felt bad for bailing on Pokey Pierce, but duty called. And far be it from Spider Mare to turn her back on the citizens of Equestria. She could only hope Pokey Pierce would forgive her as she slipped into her costume, and set off for Appleloosa, the sight of the disturbance.

"Any last words before I take over?" The Green Griffon asked Dr. Caballeron, preparing to drop him out of the open window.

"Just put me down!" Dr. Caballeron said angrily.

"Very poor choice of words there doc." The Green Griffon teased, and released her grip.

Dr. Caballeron screamed as he fell to the ground. The force of the impact knocked him out cold.

"Ah, it feels good to be in charge." The Green Griffon said, as she sat at the office desk that previously belonged to Dr. Caballeron. "I'd like to see those royal guards try to arrest me now. With this company under my control, the wealth it provides makes me untouchable."

"A fool and her money are soon parted!" an unfamiliar voice bellowed.

"Who's the dead punk that dared to say that?!" The Green Griffon asked "Show yourself!"

"You're gonna wish you'd never asked." the unfamiliar voice taunted, and burst into the room. Standing before The Green Griffon was a pony clad in a red spider like suit with blue tights.

"Wait a minute, I know who you are." The Green Griffon gasped "You're that wretched, web slingling, do gooder, Spider Mare, figure I've been hearing so much about."

"Ah, so you know who I am." Spider Mare said happily "Well good. Now then, why don't you tell me your name? Because I'd hate to foil your plans before we were properly introduced."

"I don't see why not." The Green Griffon smirked "After all, you won't live to utter the name in public. You're looking at The Green Griffon. And if there's one thing you should know, it's that I don't take orders from anyone. Especially not costumed crime fighting freaks like you!"

"Guess that means asking you to stop is out of the question." Spider Mare said.

"You catch on pretty fast." The Green Griffon said, a hint of anger in her voice.

"Well then, you leave me with no choice." Spider Mare said firmly "I'm gonna take you down! I've thwarted Mysterio, Scorpion, and The Mane-iac. You won't be any different."

"Wanna bet?" The Green Griffon asked, and lunged at Spider Mare. Spider Mare dodged with ease, and shot a string of webbing at The Green Griffon. The Green Griffon ripped it to shreds with her sharp talons.

"Looks like my webbing alone isn't going to cut it." Spider Mare thought to herself, as she dodged a swipe of The Green Griffon's talons. Spider Mare retaliated with a kick that knocked The Green Griffon through the desk.

"Now look what you've done!" The Green Griffon hissed "That desk was made of mahogany!"

"Big deal. There's plently of mahogany trees." Spider Mare taunted.

"This wasn't just any mahogany. It was a very special mahogany, imported from the badlands!" The Green Griffon said furiously "And it cost a fortune!"

"How would you know all that?" Spider Mare asked "You look like you just took over as CEO."

"As if I'd ever tell the likes of you." The Green Griffon snapped "I hope you're ready Spider Mare, cause the kid gloves are coming off! I'm gonna make you pay for that desk with your blood!"

"Sorry, I only accept payments in bits. Talk to my lawyer." Spider Mare teased.

"That wasn't a request, and neither was it an option!" The Green Griffon shouted "You WILL pay for that desk, and I WILL see to it that you do!"

"Bring it on! I'm not scared!" Spider Mare boasted.

"Then I'll just have to teach you to fear me! You're at my mercy, and I don't even have any!" The Green Griffon shouted, and lunged at Spider Mare. Spider Mare barely dodged the vicious attack, and delivered a punch that sent The Green Griffon flying out of the head office.

The Green Griffon tumbled down a flight of stairs, and bumped her head against the door leading to Caballe Corp Labs. Upon realizing this fact The Green Griffon smiled. She had a plan. One that, if successful, would bring down Spider Mare without her ever having to dirty her talons with blood.

Spider Mare swung out of the office, and down the flight of stairs to where The Green Griffon lay bruised and battered. "I would say I told you about stairs, but I never said anything." Spider Mare teased "So Green Griffon, you ready to give up yet?"

"Never!" The Green Griffon hissed, and raced into the labs. "Catch me if you can Spider Mare!"

Spider Mare chased after The Green Griffon until eventually she cornered her in a lab filled with all sorts of hi-tech equipment. "Give it up Green Griffon. You've got nowhere to run!" Spider Mare said sternly "I don't want to hurt you anymore than I already have. Surrender now and I'll go easy on you."

"You fool!" The Green Griffon laughed "I led you here on purpose! I knew you'd be dumb enough to follow me! Now you're the one who's trapped!"

"What are you talking about?" Spider Mare asked.

"Don't you see?" The Green Griffon asked "Look at your surroundings. Notice anything about em?"

Spider Mare looked around, and gasped "There's a whole bunch of chemicals and machines!" Then it hit her "No! You wouldn't dare!"

"I would and I will! And then, wel,l use your imagination!" The Green Griffon shouted, and picked up a pole that was laying on the ground.

"Don't do it!" Spider Mare warned "You'll kill us both!"

"That's a risk I'm willing to take!" The Green Griffon shouted, and threw the pole into one of the machines. Sparks shot out of it, igniting the nearby chemicals. Spider Mare barely had time to duck as a powerful explosion ripped through the lab. All personel had already fled the moment The Green Griffon had arrived, leaving only Spider Mare and The Green Griffon in a firey inferno.

Luckly for Spider Mare, her mask protected her from the toxic fumes. But she knew she needed to act fast. The Green Griffon had started a fire that was spreading rapidly, and was threatening to completely engulf the lab. "Great. Out of the frying pan and into the literal fire!" Spider Mare said.

"It's just you and me now!" The Green Griffon taunted "The time has come to end this!"

"Now isn't the time for us to be fighting you idiot!" Spider Mare shouted "Because of you this whole lab could go up in flames! And we'll both be fried to a crisp!"

"Then you'd better hurry up!" The Green Griffon taunted "Think you can defeat me before it's too late?!"

"I'm not going to fight you! I have to get this fire under control!" Spider Mare shouted, and began to look around for a fire extinguisher. The Green Griffon wouldn't let her, and kept attacking her. All the while the fire spread, and the lab got hoter and hoter. Spider Mare tried to fend off The Green Griffon, but The Green Griffon was persistent and wouldn't give up.

"Haven't you figured it out yet?" The Green Griffon asked "You can't be in two places at once! Either fight me, or die!"

Spider Mare sighed "I didn't want to have to do this. But you've left me with no other choice! You asked for it, and now you're gonna get it!" Spider Mare proclaimed.

"Then what are you waiting for?!" The Green Griffon asked "Let me have it! Or are you too afraid?!"

"Hardly!" Spider Mare said, and shot a string of webbing at The Green Griffon. She knew The Green Griffon would destroy it, she was just using it to give her a moment to observe her surroundings. Out of the corner of her eye she spoted an exhaust pipe. Then, she knew what to do.

"I knew it! You're still unwilling to hurt me!" The Green Griffon boasted.

"Oh yeah?! Well then, come and get me!" Spider Mare taunted, latching onto a pipe with her webbing. As she had predicted The Green Griffon flew up to strike her with her talons. Spider Mare dropped back down at the last second. The Green Griffon's talons struck the exhaust pipe, breaking it open! Hot steam stunned The Green Griffon, who flew back down, shrieking in pain.

"My eyes!" The Green Griffon yelled.

"Sorry to do that you but you left me no other choice!" Spider Mare said crossly, and delivered a punch that knocked the wind out of The Green Griffon.

"This can't be." The Green Griffon said weakly, and collapsed on the ground.

"Alright. Now to get you out of here and..." Spider Mare said, only to stop mid sentence as her 'Spider Sense' warned her that something was gonna fall. Suddenly, the roof began to collapse. Pieces of debris rained down, completely burrying The Green Griffon in ruble. Reluctantly, Spider Mare knew in her heart that The Green Griffon could not survive. If the debris hadn't already taken her, the fire and smoke most certainly would.

Spider Mare ran out of the lab, just in time. The flames reached another machine, setting off a chain reaction that completely demolished the lab. "That was a close one." she thought to herself as she left Caballe Corp. "Whew." she panted "I forgot how stuffy it gets under this mask. I'm burning up under here." Looking around Spider Mare saw that no one was around to see her, and removed her mask. Pinkie Pie poked her head out, and breathed in the fresh, clean, Appleloosa air. "Now to get back to Pokey Pierce." she said to herself "I'm sure he's worried sick about me, but what coltfriend wouldn't be?" And with that she set off for home.

What Pinkie Pie didn't know is that, somehow, The Green Griffon had survived her firey fate. Crawling out of the rubble she sighed with relief once she was safely outside. Suddenly, in the distance she saw Spider Mare. And then, to her surprise, she saw Spider Mare take off her mask, revealing her true identity as Pinkie Pie. She overheard everything. "So that lame-o Pinkie Pie is behind all of this huh? I should've known! Well, celebrate while you can! Because I will have my revenge soon! The Green Griffon is going to squash that wall crawler like the bug she is!" She then laughed wickedly to herself.

Author's Note

And now, we come to the fourth and final villan that will be featured in this fic. Gilda a.k.a The Green Griffon, who is obviously The Green Goblin. Her inspiration and motive will draw inspiration from Spider Man The Animated Series. Particularly the 3rd Season where after his first appearance The Green Goblin is thought to be no more, but later returns in the Season 3 finale. And yes, Gilda will be the Norman Osborn Green Goblin, not the Harry Osborn Green Goblin.

As for Pokey Pierce and his relationship with Pinkie Pie, well the relationship is not the focus of this fic, so there will not be a romance tag. Especially considering what will happen next chapter when Pokey Pierce fills the role of Gwen Stacey. Comic book fans should already know what that means.

Lastly, the timeline for this, at least for now, takes place after Season 4 but before Season 5. This may or may not change based on how the Season 4 finale plays out.

The Green Griffon: Part 2 (Bridge To Trouble)

Luckly for Pinkie Pie Pokey Pierce was very laid back and easy going, and he quickly forgave her for her abrupt exit. Even if she had unintentionally bailed on him at the worst possible moment.

Three weeks passed and life seemed to go back to normal. Dr. Caballeron was found, hospitalized, and eventually he recovered enough to take back control of his company. Fearing another Green Griffon incident he moved his company away from chemicals, and into the world of defense and military power.

As for Pinkie Pie, she and Pokey Pierce finally decided to take the next step in their relationship, and agreed to go steady. If everything worked out and they stayed together for a month, they promised that they would be married. The happy news warmed the hearts of everyone who heard it, even couples like The Cakes, and Cranky and Mitilda who already had plenty of experience with young love.

All of Pinkie's friends grew fond of Pokey Pierce, and were heard to say that Pinkie Pie couldn't have picked a better stallion to fall in love with. Even Pinkie's family, including her usually stotic sister Maud, started singing his praises. The two lovebirds couldn't have been happier if they tried.

No one would've believed you if you had told them that this happy relationship was going to end in tragedy. Even some of the more pesimistic residents of Ponyville felt that the relationship had nowhere to go but up.

But fate can work in mysterious and unusual ways. Ways that at first glance can seem very cruel, and even unkind. And such would be the case of this incredibly happy love story.

As much as you might like to believe it's not true, I must sadly inform you that things are about to take a turn for the worse for Pinkie Pie.

As you all know, Gilda a.k.a The Green Griffon, was not dead. Despite what Pinkie Pie, or anyone else may have thought. And, having discovered that Pinkie Pie was the secret identity of Spider Mare, she was absolutely furious. She vowed, that if it was the last thing she did, she would see to it that Pinkie Pie would pay for ruining her life. Not just once, but twice!

Now looking much worse for the wear after he near death experience, The Green Griffon started to make a plan. Behind the scenes she was the one running actually Caballe Corp, and thus she was the one who orchestrated the move from chemicals to defense and military. Specifically weapons.

Threatening to kill him if he did not comply, The Green Griffon forced Dr. Caballeron to design all sorts of new equippment for her to use as she pleased. Chief among these were a self propelled glider (despite the fact that her wings still worked incredibly well), bombs that were small enough to be stored in a pouch or pocket while still being strong enough to level a building, and canisters of sleeping gas to subdue anyone who got in her way. All the while The Green Griffon made sure that this information remained unknown, using fake projects, and customers, to fool the public. Dr. Caballeron could only watch as the villan he had unintentionally created drove his company into the ground. She also spent time learning everything there was to know about Pinkie Pie, her sworn enemy.

Meanwhile, the month ticked by, and Pinkie Pie and Pokey Pierce's love stayed as strong as ever. They began to make plans for their upcoming wedding when the month was over. Said plans would never be finalized.

At last The Green Griffon was certain she had everything she needed to get her revenge on Pinkie Pie, and set off for Ponyville. Leaving Dr. Caballeron to pick up the pieces of what remained of his company.

Celestia's sun shined brightly on the town of Ponyville as Pinkie Pie bounced happily along, humming a little tune. She was going to meet Pokey Pierce to discuss where to hold the wedding. Sure, there was still about a week left for them to call it off, but that didn't seem likely. They had already agreed that the cake would come from Sugarcube Corner, and the outfits from Carousel Boutique. They had even already planned the roles of everyone. After some convicing, Maud was given the role of best mare. And just like at the wedding of Shining Armor and Cadence, Spike would deliver the rings.

"I'm lucky to be marrying a stallion like Pokey Pierce." Pinkie Pie thought happily to herself as she trotted through the center of town "He's such a gentlecolt, a one of a kind."

All of a sudden her 'Pinkie Sense' started acting up again. And that meant trouble. Pinkie Pie knew that her 'Pinkie Sense' was never wrong, as much as she wished that for once that WASN'T true. "Whoever's behind this is gonna be sorry." Pinkie Pie thought to herself, as she rushed back to Sugarcube Corner to retrieve her costume. "Spider Mare will see to that!"

"Ah Ponyville, been a long time since I've been here." The Green Griffon commented to herself "This place has certainly changed since I last saw it. But it's still the same old stinky town that it was when I left. Oh well, perhaps a few of my homemade 'bombs' will spruce things up! Time to paint this town red!" True to her word she pulled out a few small bombs from the utility belt she had added to her costume.

Before she could drop them however, the bombs were snatched out of her talons by Spider Mare. Who threw them up into the sky, where they harmlessly detonated. A few ponies were surprised at a sudden explosion and a subsequent "boom!", but thought nothing of it. More than likely it was just some random pegasus screwing around with something. Spider Mare then proceeded to hit the self propelled glider with a ball of her webbing. This caused The Green Griffon to lose her balance, and fall. She ended up landing on an umbrella above at table at a small outdoor restaurant. Said umbrella quickly gave way underneath her and she fell to the ground.

"Okay pal, you listen here!" Spider Mare scolded "There are certain things I don't just forgive and forget. And trying to drop bombs willy nilly is one of them. Especially when, in the mind of punks like you it's 'urban renovations'. And further more-" But at that moment Spider Mare got a good look at who had caused the disturbance. She was completly shocked. "It can't be!" she said outloud "I thought you were"

"Dead?" The Green Griffon finished "Well, you thought wrong. I'm not dead, but you soon will be! You're going to pay for ruining my life, Spider Mare! Or should I say Pinkie Pie?"

"Pinkie Pie? I don't even know who that is. Y-you must have me confused with someone else. I've never met a Pinkie Pie before. Never in my entire life. Who is Pinkie Pie? Is she a nice mare?" Spider Mare asked.

"You can't fool me!" The Green Griffon said angrily "I know your secret identity. And as much as you may deny it I know it's true. You shouldn't have taken off your mask."

"What do you want from me? What did I ever do to you in the first place?!" Spider Mare asked.

"I told you, you ruined my life!" The Green Griffon shouted "Just look at me! Look at what you did!"

"You can't blame me for that!" Spider Mare said crossly "I have no idea how that happened to you!"

"You know all too well Pinkie Pie!" The Green Griffon hissed "Or does the name Gilda, not ring any bells?"

"Gilda? What does she have to do with any of this?" Spider Mare asked.

"You idiot! Haven't you figured it out yet?! Gilda and The Green Griffon are one and the same!" The Green Griffon explained.

"That can't be! Is this some kind of joke? Cause it's not funny!" Spider Mare said sternly.

"Oh you'd better believe it lame-o! There, tell me if that doesn't sound familiar!" The Green Griffon said furiously "It was bad enough when you convinced Rainbow Dash, my only friend in the world, to betray me! But thanks to you I almost got deported back to the Griffon Empire, after I vowed never to return that rotten piece of filth that dares to call itself an empire! And now, now you've turned me into this freak!"

"Look Gilda, I'm sorry for what happened to you. But Rainbow Dash wasn't the one who dumped you!" Spider Mare said, punching The Green Griffon in the face "Think, think back to that day, and remember. You lost your temper, and snapped at me for setting up the pranks. And in that moment, everyone saw you for what you really were. Rainbow Dash gave you a chance to redeem yourself, but you just yelled at her and flew off! Or have you forgotten that?!"

"I'm sorry." The Green Griffon said, striking Spider Mare "But Gilda no longer exists! The moment that accident at Caballe Corp occurred Gilda was destroyed! And in her place, I was created!"

"Liar!" Spider Mare shouted, and punched The Green Griffon again "I don't believe you! And in any case, that doesn't excuse what you're trying to do!"

"Oh really?!" The Green Griffon asked "Because after everything you did to me I'd say this is more than justified. Fair's fair I'm afraid!"

"Well, I'm here now! And no matter what you say or do I won't let you get away with your evil plans!" Spider Mare boldly proclaimed "I will see to it that you're defeated and sent to prison where you belong! You will not destroy this town! Not on my watch!"

"So, think you have an actual chance against me this time?" The Green Griffon taunted.

"Oh I don't think so, I know so!" Spider Mare proclaimed "Don't believe me?! Just try and stop me! You won't succeed! My 'Spider Sense' will see to that!"

"We'll just see about that!" The Green Griffon said, flying back up to her glider.

"Oh no you don't! You're not getting away that easy!" Spider Mare shouted, and with a quick relay of webs propelled herself upward. Then, she fired a string of webbing at The Green Griffon's Glider, and held on for dear life as The Green Griffon tried, to no avail, to shake her off.

"You're really starting to tick me off Spider Mare!" The Green Griffon warned "And believe me, when I get ticked off, bad things happen to everyone around me! Including you!"

"I'm only gonna say this once!" Spider Mare shouted, leaping up onto the glider from her webbing "Surrender, and come with me peacefully. Or suffer the consequences of your continued anger and agression!"

"I will never surrender! Especially not to the likes of you!" The Green Griffon shouted, and attempted to punch Spider Mare. Spider Mare blocked the punch, and proceeded to tussle with The Green Griffon.

"Give it up, now!" Spider Mare said sternly.

"Never! You will pay!" The Green Griffon replied. The two traded back and forth insults as they both tried to overpower one another. Eventually however, Spider Mare snuck in a kick that caused The Green Griffon to wobble. This caused her glider to do the same, and Spider Mare barely had time to leap off it before it crashed. Throwing its owner off it, and onto the ground. The Green Griffon was a bit dazed, but otherwised unharmed.

"You're quite persistent Spider Mare, I'll give you that." The Green Griffon said, dusting herself off.

"That's right. So why don't you just give up and turn yourself in?" Spider Mare asked "It would save us both a lot of trouble."

"I think not!" The Green Griffon snapped, placing herself back on her glider, before taking off again.

"Hey! Where do you think you're going?! I'm not done with you yet!" Spider Mare shouted, chasing after The Green Griffon with her webbing.

"It seems, that no matter how hard I try, I cannot break you in a contest of strength," The Green Griffon replied "However, I'm willing to bet I know a way to break you emotionally. And I have the perfect idea in mind to prove it."

"What are you talking abo-" Spider Mare said, but stopped in mid sentence, An awful thought struck her "No! You couldn't possibly mean-"

"I do!" The Green Griffon said, cackling with fiendish delight "Let's see how tough you are when the love of your life is snatched right from your hooves!" And with that, The Green Griffon sped away.

Spider Mare chased after her as fast as her webbing would let her. She knew who The Green Griffon was going to target next. None other than Pokey Pierce, her coltfriend who was still unaware of her secret identity. "If The Green Griffon lays so much as one feather on him I'll make her wish she was never born!" Spider Mare thought to herself.

Pokey Pierce was waiting at the bridge to Ponyville Park, Pinkie Pie had promised to meet him there to discuss plans for their upcoming wedding. But about ten minutes had passed since the designated time when Pinkie Pie was suppose to show up. What was going on? Did she suddenly get cold hooves and decide to call it all off? No, she wouldn't do that, not at this point. Had she been delayed helping someone in need? Could The Cakes have needed her to help fill an emergency order? Had she gotten sick?

Just as he was about to leave and head home Pokey Pierce heard a sound in the distance. It didn't sound like anything he had ever heard before in his life. What could it possibly be?

Spider Mare gasped as she approached Ponyville Park, The Green Griffon was already there! "No! I can't be too late!" she shouted, as she tried desperately to catch up to The Green Griffon.

Pokey Pierce was completely surprised by the figure that appeared before him. It looked like something straight out of a comic book. In fact, if he didn't know any better, Pokey Pierce would've thought that the figure starring down at him from above had actually emerged from a comic book.

"You are Pokey Pierce, correct?" the figure asked.

"How do you know my name?" Pokey Pierce asked.

"That's not important." the figure replied "You're just the pony I was looking for! You're coming with me!"

"I'm not going anywhere!" Pokey Pierce protested "I'm still waiting for Pinkie Pie to show up!"

"So, she hasn't told you yet?" the figure asked.

"What are you talking about?" Pokey Pierce asked.

"Nothing that need concern you!" the figure said, digging into her belt, and throwing down some sort of pellet. A cloud of green smoke suddenly filled the air. Pokey Pierce choked and sputtered as the smoke overwhelmed him. He soon collapsed to the ground. The figure swooped down, and snatched him up.

"I've gotta make it! I've gotta make it! I've gotta" Spider Mare panted. She stopped mid sentence when she saw what The Green Griffon held in her talons. She was too late.

"That's right Spider Mare!" The Green Griffon shouted with triumph "I now hold that which you value more than anything else in the world of Equestria."

"Put him down Gilda! He's done nothing to you to deserve this! It's me you want!" Spider Mare pleaded.

"On the contrary Spider Mare" The Green Griffon hissed "He just so happens to be in love with you. And that alone means he'll believe any of your lies. In my book that makes him every bit my enemy, just like you."

"Please! I'll do anything, just put him down!" Spider Mare pleaded.

"Sorry! No can do." The Green Griffon said with fake sympathy, and took off on her glider. Still holding Pokey Pierce firmly in her talons.

"Hey! Come back here! Don't you dare run away from me!" Spider Mare shouted, chasing after The Green Griffon once more.

"I'm not running away! I'm mearly leaving this dump for a more suitable location. I've got something big planned for this stallion who dares to call himself your coltfriend." The Green Griffon explained.

And she was right. Spider Mare pursued The Green Griffon from Ponyville Park to the outskirts of Ponyville itself. From there, The Green Griffon hovered over the train tracks leading to Manehattan. Spider Mare wasn't far behind. She kept trying to reason with The Green Griffon, but to no avail. All the while, Pokey Pierce remained firmly in The Green Griffon's talons.

Spider Mare had no idea what was going to happen to him. Whatever it was, she was certain it was bad. Unfortunately she had no idea how bad it would turn out to be.

Finally, after what felt like several hours, The Green Griffon stopped. As Spider Mare drew close however, The Green Griffon flew upward, all the way to the top of the Manehattan Bridge.

Spider Mare had no time to catch her breath. She had a very bad feeling about why The Green Griffon had chosen to stop here.

"Time for a little 'science experiment'." The Green Griffon said "I'm curious Spider Mare, do you suppose it's possible for earth ponies and unicorns to fly? I don't see any wings on this test subject, but there's only one way to know for sure."

"NO! Gilda please, I beg you! DON'T DO IT!" Spider Mare shouted.

"There is no 'Gilda' anymore Spider Mare! There is only THE GREEN GRIFFON!" The Green Griffon shouted, and let go of Pokey Pierce.

Without even thinking Spider Mare shot a single stream of webbing, and caught Pokey Pierce in mid flight. "I've got him!" she said to herself "Now to just pull him in and"

But the rest of her sentence was cut off, for at that moment, faith struck a cruel and unfortunate blow. There was a loud "SNAP!", and the noise echoed everywhere. Spider Mare was horrified to see that her webbing had been broken in two by the weight of Pokey Pierce.

Frozen in fear, Spider Mare could only watch as Pokey Pierce plunged off of the bridge and into the water below. His screams would haunt Pinkie Pie's nightmares for weeks.

"NOOOOOOOOOOOOOOOOOOOOOOO!" Spider Mare shouted, and jumped into the water. Meanwhile The Green Griffon smirked with triumph.

Spider Mare quickly found Pokey Pierce floating in the raging current, and used every ounce of strength that she could to bring him to dry land. Pokey Pierce was not breathing, but Spider Mare refused to believe that he was dead. She removed part of her mask, and began to give Pokey Pierce mouth to mouth resuscitation. "Come on! Come on!" she shouted, trying desperately to revive him. "Live! Live! Please!" There was no reply. Spider Mare lost it, and started shouting wildly "Come on Pokey, you can't leave me! Not like this! Pokey Pierce, say something, anything! POOOOOOOOKKKKEEEEEEEEY PIEEEEEEEEEERRRRRRRRCCCCCCE!"

There was no denying it any longer. Pokey Pierce was dead. Spider Mare was completely heartbroken.

"Well, looks like my little experiment was a bust." The Green Griffon said "Almost breaks my heart, if I had one anyway. In fact, if I had tears left to shed it would certainly move me. Alas, I am beyond emotions."

At that moment the feeling of sadness faded from Spider Mare, and was replaced with the same emotion she had felt upon learning of Uncle Al's death all those years ago. Pure rage! And she knew who it was directed at. The Green Griffon, who was about to learn the hard way just how furious a heartbroken mare could be.

The Green Griffon was taken by complete surprise when Spider Mare suddenly flew up, using her webbing, and knocked The Green Griffon off of her glider. Stranding her on top of one of the Manehattan Bridge's towers. "What the?!" The Green Griffon asked, only to be silenced by a hoof punch to the face.

"You! You monster! You killed the stallion I loved so dearly!" Spider Mare said furiously, punching away at The Green Griffon as she did so.

"Oh yeah? Well now you know how I feel!" The Green Griffon hissed "Now you know that life isn't fair!"

"SHUT UP!" Spider Mare yelled, and punched The Green Griffon in the face yet again.

The Green Griffon was unable to defend herself, as the punches kept on coming one after another. Before long she was completely bruised and battered, and was on the brink of being beaten senseless.

"Any last words Green Griffon?!" Spider Mare asked, preparing to deliver the final blow.

"You think I'm going to change my views just because of this?" The Green Griffon asked "Fat chance! Pokey Pierce got what he deserved for being in love with you! You should've told him your secret when you had the chance. Maybe then he'd still be alive!"

"That's it! You just keep smiling while you still can Green Griffon!" Spider Mare said furiously, and raised her hoof. She brought it down hard and then....suddenly she stopped. She could see the look of terror frozen on the face of a completely helpless Green Griffon, who looked lucky to still be alive. It was almost the exact same look that had been frozen on Pokey Pierce's face before his untimely death just mere moments ago.

"What are you waiting for?" The Green Griffon asked "Finish the job! I'm wide open! You know you wanna do it!"

"No." Spider Mare said, loweing her hoof "Revenge is not the answer. It won't solve anything, or even make me feel better. The only thing it will do is cause me to stoop to your level. And that is something that I can never do no matter what. When I became Spider Mare, I vowed only to use my powers to help others. Never to further my own goals or agenda. And I have no intention of going back on that vow now. Even for scum like you."

"Hmph. So, you have a heart." The Green Griffon said, breathing heavily "Well, good for you. That'll just make even better when I completely crush you like a bug!" The Green Griffon proceeded to laugh, only to be silenced by a net of webbing that suddenly found itself stuck to her face.

"That should shut you up!" Spider Mare said, a hint of anger in her voice. Suddenly, she heard the sound of sirens. The Manehattan Police Department was on its way. The time had come for her to flee the scene.

But before she did so, Spider Mare took off her mask. Pinkie Pie poked her head out, her mane completely flat, and her coat now having a much darker tone. "Oh Pokey Pierce, I'm so sorry." she said to herself "This was all my fault. I could've saved you. First Uncle Al, then Filthy Rich's wife, and now you. Why do I have to ruin the life of everyone around me? The world would probably be safer off without the help of Spider Mare. All I ever do is cause more problems than the ones I try to fix."

Author's Note

And so, we have the recreation of Gwen Stacy's death in the comics. With Pokey Pierce as Gwen Stacey.

But this isn't the end of The Green Griffon story arc, so tune in next time to see what happens next.

The Green Griffon: Part 3 (Aftermath)

The Green Griffon was captured, tried, and sent to jail. Plans were quickly made by a reluctant Princess Celestia to have the supervillan deported back to The Griffon Empire. As she put it "The Green Griffon has caused enough damage. Equestria cannot handle her unchecked agression."

But that news took a back seat in Ponyville to the news of Pokey Pierce's tragic, and untimely, death. The cause of death had been easily identified, a fatal fall from atop the Manehattan Bridge.

Ponyville wasn't a completely backwoods town by any stretch, but it was still a quaint little town where everyone knew each other. So Pokey Pierce's death brought great sadness to everyone, even those who only knew him as an ocassional passbyer.

It was all the more tragic that only recently he and Pinkie Pie had been all but assured to tie the knot and get married. Even couples like The Cakes and Cranky and Mitilda were heard to say that they had never seen such heartbreak in all their years, and they had plenty of experience with young love gone wrong. Heck, Granny Smith herself said that, if given the choice, she would've rather finally kicked the bucket rather then deal with such heartbreaking news. It just wasn't fair.

But no one took Pokey Pierce's death harder than Pinkie Pie, for reasons that no one knew.

Night after night Pokey Pierce's terrified screams plauged Pinkie's nightmares, and on several nights she woke up in a cold sweat from shock. Even Princess Luna was unable to help her.

Everyone was surprised when Pinkie Pie was actually able to attend Pokey Pierce's funeral, and even then she looked like she was barely holding herself together. Her mane and tail remained completely flat, devoid of their usual poofyness. And her coat now looked much darker, and much less cheerful. A few of Pinkie's friends knew what this meant, her closest could even remember the last time they had seen it, and that had been years ago.

As the days dragged on most of Ponyville managed to cope and move on. But Pinkie Pie remained a complete emotional wreck. She no longer had any interest in throwing parties, the usual bounce in her step seemed to disappear. She even stopped eating sugary treats, heck she almost stopped eating all together. All the while, whenever anyone tried to reach out to her she would simply say "It's my fault. Go away before you die too!"

Pinkie's closest friends soon decided that something must be done. But none knew what that was something was, and despite everything they tried nothing seemed to work. They were starting to get desperate. They feared that if they didn't do something soon it might be too late.

While all that was going on, a stallion that Pinkie Pie had met only twice before got the feeling that something was wrong with the pony he admired most. He hadn't seen her since The Equestria Games, but she had seemed so happy with her life. Something awful must've happened, but he didn't know what that something was. Sure enough however, his suspicions were proven true, thanks to his 'Cheesie Sense'. "I don't know what's happened to you Pinkie Pie." he said as he set off for Ponyville "But if it's the last thing I do, I'm going to see to it that you smile once again."

About two weeks had passed since the death of Pokey Pierce, and things were no better then they had been since the news had first spread. Pinkie Pie remained depressed, and was starting to lose weight. Her friends were worried, and were starting to consider dragging her into thearpy. Even if she didn't want to go, and they had to drag her kicking and screaming.

"What are we gonna do?" Twilight asked "We've tried everything and Pinkie Pie still won't snap out of it."

"I don't know, but I do know that we can't just sit here and let this continue!" Rarity said firmly "Pinkie Pie needs our help, and we are NOT leaving her side until she is better!"

"Even if we have to force her into thearpy?" Rainbow Dash asked, afraid of such a thing being the only remaining option.

"If it comes down to it then yes." Applejack replied "This can't go on!"

"We just need to give her a little more time." Fluttershy suggested "Maybe if we try a little harder we can get through to her."

Rainbow Dash sighed. She knew Fluttershy was simply trying to look out for Pinkie Pie, and that even she was aware of how bad things looked. Even so, Fluttershy's suggestion did not seem likely to get them anywhere. "We've been trying for the past two weeks Fluttershy." Rainbow Dash said "Just bideing our time until Pinkie Pie decides to open up isn't going to help us. If we just continue to wait, by the time we decide to act it will be too late!"

"Do you really think Pinkie Pie would approve of this if she were here and once of us were going through something similar?" Fluttershy asked sternly.

"Maybe, maybe not." Rarity replied "But you can't deny that at times like these we have no choice. Desperate times call for desperate measures."

"Rarity's right Fluttershy." Applejack chimed in "The time has come for Pinkie Pie to pony up and face her problems head on!"

"I just wish it didn't have to come to this." Twilight said reluctantly "I can only hope Pinkie Pie will find it in her heart to eventually forgive us for this."

"So, we're really going to do this?" Rainbow Dash asked.

"Yes. I'm afraid so." Twilight said.

"Not so fast!" a familiar voice called out. Everyone turned to the door of Sugarcube Corner. There, standing against the doorway, with a familiar hat drapped across his face, and a party blower in his mouth, was Cheese Sandwich. The Traveling Super Duper Party Pony, the pony who Pinkie Pie had inspired back when she first moved to Ponyville.

"Cheese Sandwich?" Pinkie's friends gasped.

"The one and only." Cheese Sandwich replied happily, before quickly regaining his composure "My 'Cheesie Sense' told me I needed to be here. I can sense that something has happened to Pinkie Pie, and that she needs my help."

Twilight was the first to break the silence "We could certainly use all the help we can get." she said "Ever since Pokey Pierce's death Pinkie Pie hasn't been the same."

"I know, my 'Chessie Sense' has kept me well informed." Cheese Sandwich stated "I could sense when Pinkie Pie was falling in love, and I could sense when things went wrong. But it was recently that it helped me sense that the time has come for me to help Pinkie move on."

"But what are you gonna do that we haven't already tried?" Rainbow Dash asked "Maybe it's just me, but it feels like we've tried every trick in the book. Nothing worked."

"Even if that's the case I'll be darned if I let Pinkie Pie carry on like this." Cheese Sandwich said firmly "Even if I fail at the very least I'll know I can't say I didn't try."

"You sure are determined." Applejack commented.

"Pinkie Pie is my idol and my inspiration, I'll do anything to make her smile again." Cheese Sandwich replied.

"Are you really sure you want to do this?" Fluttershy asked "I don't think you've ever seen Pinkie Pie like this. What if she hurts you or something?"

"I know Pinkie enough to know she'd never hurt a friend like me." Cheese Sandwich said "No matter what state she's in I know she'll be glad to see me."

"And what if she's not? What then?" Rarity asked.

"I don't care what lays waiting for me, or how hard it will be." Cheese Sandwich bravely proclaimed "I know that Pinkie Pie needs me, and no matter how hard it might seem I'm going to do everything I can think of to cheer her up."

"Well then, I guess we should let you have a crack at her." Twilight said "She's upstairs in her room, she hasn't really come out of it except to eat something light, or use the bathroom. Best of luck, we're all behind you."

"Thanks for your support girls." Cheese Sandwich said "Now, it's time for me to do what I do best, make ponies smile. Just like the Pinkie Pie I know and love." And with that he headed up to Pinkie Pie's room in the loft above Sugarcube Corner.

Unlike the last time she had been so depressed Pinkie Pie did not have any of her "imaginery friends" out and about. She was content to just sit there alone in her room, alongside Gummy, and just sob to herself. Gummy responded to the sight of his master with his usual blank look, but Pinkie Pie was confident he knew how she felt. "It's all my fault." she said to herself "If only I hadn't been so afraid."

Her depressing thoughts were suddenly interrupted by a knock on the door. "Who is it?" she asked, not really interested in knowing the answer.

"It's me, Cheese Sandwich." Cheese Sandwich replied "Please let me, I want to talk to you."

"Go away!" Pinkie Pie shouted "I don't want to talk to you or anyone else! I just want to be alone!"

"Pinkie please, I can help you. Just give me a chance." Cheese Sandwich pleaded.

"You wouldn't understand my case, no one does!" Pinkie Pie said in between sobs "It's all my fault!"

"Pinkie, I know you're upset about Pokey Pierce's death but this isn't the way to deal with it." Cheese Sandwich said "You can't keep going on like this."

"You can't tell me what to do! If you're here to lecture me then you can just go!" Pinkie Pie said furiously.

Cheese Sandwich sighed, he really didn't want to bring this up, but he had no choice. "Pinkie, this is serious, Your friends are actually considering dragging you to a thearpist. They sent me as their last resort to make you sense." he explained "If you dont talk to me they'll come back up and take you away. Don't you think it's better to talk to someone who knows you rather then someone who's getting paid to listen to you?"

Pinkie Pie hated to admit it, but Cheese Sandwich made a good point. Reluctantly, she opened the door and let him come inside.

Now Chesse Sandwich could see just how bad things were. He had never seen Pinkie Pie look so bleak and so void of life. Things were even worse then he had ever imagined. But he was determined not to give up without a fight. Pinkie Pie was not going to be dragged away kicking and screaming if he could help it.

"Talk! I know that's why you came here!" Pinkie Pie said stubbornly "And make it quick, you have five seconds!"

"I know Pokey Pierce is dead, and that you think it's your fault" Cheese Sandwich said "But you can't keep going on like this. It's not the right thing to do."

"I don't recall asking for your opinion!" Pinkie Pie said crossly.

"Hey, I'm trying to help you!" Cheese Sandwich shouted.

"And I said I don't need your help! I just want to be left alone!" Pinkie Pie said, and sobbed even more.

Cheese Sandwich sighed "Look, I'm not going to pretend I know what you're thinking or anything like that. I don't know why you might think you're to blame for Pokey Pierce's death, but I do know that if Pokey Pierce were still alive he wouldn't want to see you like this."

"But he's not alive, he's dead. And it's all because of me." Pinkie Pie sobbed.

"Oh Pinkie, why do you have to be so stubborn?" Cheese Sandwich thought.

"And the worst part is, this isn't the first time I've failed to protect someone I cared about." Pinkie Pie continued, still sobbing "I let my Uncle Al die as well."

"Your Uncle Al?" Cheese Sandwich asked "You never told me about him."

"Only The Cakes and Aunt Suzanne knew who he was." Pinkie Pie explained "He died while I was still in high school. He was my favorite uncle."

"What was he like?" Cheese Sandwich asked.

"You would've liked him." Pinkie Pie said, a faint smile appearing on her face "He was part of what inspired me to become the party pony that everyone now knows me as. He always seemed to have a smile on his face no matter what."

"He sounds almost like me, only a bit more normal." Cheese Sandwich said.

"That's one way of putting it." Pinkie Pie said, her eyes finally began to dry up a little "But most of all, he always said that 'With Great Power Comes Great Responsibility.', and he lived by those words til the day he died."

"I see." Cheese Sandwich said, hoping that this was a sign that Pinkie Pie was starting to improve. It wasn't.

"But he wouldn't be dead if I had been there to protect him!" Pinkie Pie said suddenly, crying even more "Just like Pokey Pierce, when he needed me most I failed him! I had the chance to save him, but I wasn't thinking straight, and he payed the price. I never thought I'd repeat my greatest failure for a second time, but apparently I can surprise even myself."

"Just great, and here I thought I was getting somewhere." Cheese Sandwich thought as Pinkie Pie broke down in front of him.

"Do you see now? Do you see why I'm so upset about Pokey Pierce's death?" Pinkie Pie asked "It's all my fault, and it always will be until the end of time. There's nothing I can do to fix it. So why should I be happy? Why should I smile, when I know that the reason why Pokey Pierce's cousins will have to grow up without him by their side, is because I wasn't there for him when he needed me most?"

"Geez, I didn't think she was taking it THIS hard." Cheese Sandwich thought to himself "There's gotta be a way to make her happy again. There's just gotta be!"

"Face it Cheese, I'm beyond hope. I'm nothing but a sorry sight." Pinkie Pie said sadly "Don't waste your time talking to me and trying to get close. You;ll only end hurting yourself, or worse, and it will be all my fault."

"This has gone far enough Pinkie Pie!" Cheese Sandwich suddenly snapped "I don't want to hear anymore of this negative downer stuff!"

"But it's the trurth." Pinkie Pie sobbed.

"Perhaps some of it." Cheese Sandwich said "But not all of it. I know that and I know you know it too. Heck, everyone knows it."

"You're just trying to make me feel better." Pinkie Pie said sadly "It won't work."

"You want to know what Pinkie? Right now, you're making me unhappy just by being the way you are! I want the old, happy, bouncy Pinkie back, and so does everyone else." Cheese Sandwich said firmly "Where's the pony who taught me how to smile? Who showed me that pride should never come at the expense making someone unhappy? The pony who I gave my most treasured posession to? Where's that pony? I know she's here somewhere! And I will not rest til I have brought her back!"

"She's gone! Why can't you realize that?" Pinkie Pie asked.

"Because I know that's not true." Cheese Sandwich said "Even when I unintentionally stole your spotlight you didn't just give up and sulk to yourself. I don't see why this time should be any different."

"It's different because I let somepony I cared about die!" Pinkie Pie sobbed.

"But it's in the past, and you can't change it." Cheese Sandwich said "Look, I know there's nothing I can say or do that will convince you that Pokey Pierce's death isn't your fault"

"Glad to see you're finally wising up and seeing the reality of the situation." Pinkie Pie said.

"But I do know that no matter what might have happened, the time has come for you to move on." Cheese Sandwich said "I know that's going to be hard to do. But I know you can do it."

"Why?" Pinkie Pie asked.

"Because I'll be there to support you every step of the way." Cheese Sandwich assured her.

"Really? You'd do that for me?" Pinkie Pie asked, her crying finally ceasing.

"Of course. You're a good friend Pinkie. The best I've ever known." Cheese Sandwich said happily "Nothing makes me happier then seeing you happy. And right now, I'm not happy because you're not happy. You haven't smiled, thrown a party, or done anything that shows me you're still your usual self. I know you've been through a lot, but you can't keep carrying on like this. Just look at what you're doing to yourself!"

Pinkie Pie finally took notice of what her excessive grieving had done to her body. "I guess I have gone a bit overboard." she admitted "But I'm scared, I don't want to just forget about Pokey Pierce."

"You won't Pinkie." Cheese Sandwich reassured her "No one says you have to. But when you do remember Pokey Pierce, try to remember the good times you spent with him. I've learned that, in life, it's usually best to remember the good, and forget the bad. It also helps to learn from your past instead of running from it. I know it may hurt now, but in time things will get better."

"You're right Cheese Sandwich." Pinkie Pie said "How could I have ever been so foolish?"

"It's alright Pinkie, no one's perfect. We've all made mistakes." Cheese Sandwich said kindly "What matters most is how we learn from them."

"I see." Pinkie Pie said, her mood brightening a bit, along with her coat. Her mane and tail returned to their usual poofy state.

Cheese Sandwich was pleased "Now that's the Pinkie Pie I'm happy to see." he said with a smile.

"Yup, I'm back. And it's all thanks to you!" Pinkie Pie said happily, and hugged Cheese Sandwich tightly.

"Think nothing of it Pinkie Pie." Cheese Sandwich said kindly.

"I don't know why you bothered after I was so stubborn." Pinkie Pie said, as she and Cheese Sandwich made their way downstairs.

"You know what they say, a friend in need is a friend in deed." Cheese Sandwich said with a smile "And what kind of a friend would I be if I had turned my back on you when you needed me most?"

"A really lousy one." Pinkie Pie replied "I'm glad you came. You truly are a one of a kind friend. And to think it all started with that party I threw when I first moved here."

"I know, who would've guessed?" Cheese Sandwich said, and he and Pinkie Pie chuckled a bit.

"So, how did it go?" Twilight asked when Cheese Sandwich came into view.

"Did you get through to her?" Rainbow Dash asked.

"Oh I hope she's feeling better." Fluttershy said.

"I second that, I really don't want to have to join the others and resort to desperate meassure." Rarity said.

"Don't just stand there, tell us!" Applejack demanded.

"How bout I let 'her' tell you instead?" Cheese Sandwich asked.

"Wait, you mean" Twilight asked.

"I do." Cheese Sandwich interrupted "I present to you now, the Pinkie Pie that we all know and love!"

"Hello everypony I'm back!" Pinkie Pie said, and cheerfully bounced into view.

"I must be dreaming. Is it really you?" Rainobw Dash asked.

"Yup, the one and only." Pinkie Pie replied happily "Sorry I made you girls worry so much about me."

"That's putting it lightly." Applejack said "No offense."

"None taken." Pinkie Pie replied.

"You're not mad at us are you?" Fluttershy asked.

"Of course not, you're the best friends a pony could ask for. Why would I be mad?" Pinkie Pie asked.

"Well, we were going to resort to, shall we say 'drastic measures' in order to get you to snap out of your depression." Rarity confessed "Luckly Cheese Sandwich decided we should at least let him have a crack at you first."

"I don't blame you girls for that." Pinkie Pie said "You were only doing what you thought was right. If the roles were revesered I'm pretty sure I'd do the same, reluctantly."

"Let's hope that day never comes." Rainbow Dash said.

"I second that emotion!" Twilight said.

"As do I." Applejack chimed in.

"Me too." Fluttershy said.

"Same here." Rarity commented.

"Don't forget about me." Cheese Sandwich said.

"Then I guess that makes seven of us." Pinkie Pie said happily, and embraced all of her friends (including Cheese Sandwich) in a hug.

"Well, now that Pinkie Pie is back to normal you girls obviously know what this calls for, don't you?" Cheese Sandwich asked.

"I'm pretty sure I do." Rainbow Dash said "But go ahead and tell us anyway."

"A party!" Cheese Sandwich shouted "But not just any party. A party to celebrate that Pinkie Pie is up and kicking once again!"

"It's like you can read my mind Cheese Sandwich." Pinkie Pie said cheerfully "And I can think of no one better than you to plan and throw it."

"Aw shucks Pinkie, you flatter me." Cheese Sandwich said, blushing slightly "But I'm glad you think so highly of me. I 'Pinkie Promise' that I won't let you down. Cross my heart and hope to fly, stick a cupcake in my ey-ow!" As was usually the case the first time anyone tried to do a 'Pinkie Promise' Cheese Sandwich poked himself in the eye. Everyone laughed.

Little did anyone that all was not well. For you see, The Green Griffon wasn't down and out just yet. Oh no, she was still determined to make Pinkie Pie pay. As far as she was concerned Pinkie Pie was mearly in the eye of the storm, and the eye was soon going to pass.

"You'd better sleep with one eye open Pinkie Pie." The Green Griffon muttered to hersef in her Manehattan prison cell "Because revenge is sweet."

Author's Note

And now we have Cheese Sandwich, who, for this fic, is playing the role of Marry Jane. In the sequel, he will play Venom.

The Green Griffon: Part 4 (Spider Mare Returns)

Thanks to Cheese Sandwich, Pinkie Pie was back on her hooves and back to her usual cheerful self. This was good news for everyone, especially Pinkie's close friends.

With Pinkie Pie back to normal Ponyville was finally able to move on from Pokey Pierce's death, and when news spread that Cheese Sandwich was staying in town to plan a party to celebrate Pinkie's recovery, everyone was happy.

The same could not be said for The Green Griffon however, who continued to sulk in her prison cell while arrangements were made to have her be deported back to The Griffon Empire. She continued to despise Pinkie Pie, and vowed to get even by any means possible. She just didn't know how yet.

Her chance for revenge came sooner then anyone would've expected however. Because about three weeks after rotting in the Manehattan Maximum Security Prison The Green Griffon was finally slated to be deported back to The Griffon Empire, for good. If anyone had suspected that she might try something they probably would've arranged for tighter security. Unfortunately, no one could've predicted what was going to happen.

"Come along you!" Commander Silver Bolt snapped "Your escort awaits!"

"An escort for the big bird of crime? You flatter me." The Green Griffon remarked as she was led out of her prison cell.

"Princess Celestia believed that this was the best way to keep an eye on you!" Commander Silver Bolt said sternly "Me personally, I'd have just dragged you down to the docks kicking and screaming! In my eyes you're nothing more then the same pathetic criminal scum I've had to put up with over the years!"

"I assure you that I am far from your average criminal." The Green Griffon smirked "You and your silly princess would be wise to remember that."

"Don't try anything funny, Captain Shining Armor chose me instead of the much softer Private Flash Sentry for this mission!" Commander Silver Bolt snapped "I will not let him down!"

"Trust me Comander, if I try anything it won't be funny." The Green Griffon teased. Secretly however, she was already coming up with a plan to escape. She made sure to give no potential hints to Commander Silver Bolt, as the appropriately named pegasus brought her out into the light of the day. Something she had not seen since the day she was thrown into a cell.

"It won't be long now until you're out of our hair for good!" Commander Silver Bolt said proudly as he and The Green Griffon left the premises of the prison.

"You really don't like me that much, do you?" The Green Griffon asked.

"You have a yellow sheet as long as my hoof!" Commander Silver Bolt said crossly "And at the very top of that list lies the unremovable charges of murder and ponyslaughter. I'd say 'may Celestia have mercy on your soul!' but she's already showing you mercy as it is by not imposing the death penalty on you. And if you ask me, after all you've done and all you've threatened you, you deserve no less. I guess that's why Princess Celestia chose Shining Armor instead of me to take Gleaming Shield's place as Captain. Shining Armor and Flash Sentry aren't bad, but they're young and they have no first hoof experience with the horrors of a military career. And I pray that it stays that way, for their sake."

"I never imagined that someone like you would have a heart. You've been holding out on me." The Green Griffon teased.

Silver Bolt was not amused "Shut your beak before I shut it for you! From now on you will not speak unless spoken to, do I make myself clear?!"

"Sorry Commander, but The Green Griffon doesn't take orders from anyone. Especially not the likes of you." The Green Griffon said fiendishly, and suddenly thurst her arm hard into Commander Silver Bolt's stomach. The pegasus was stuned for a moment, allowing The Green Griffon to leap up, and strike him hard with her talons. That was enough to bring the pegasus down hard.

"Commander!" shouted a female voice. Suddenly, who should show up but former Wonderbolt member Surprise? She had recently transfered into the pegasus unit of The Royal Guard as an assistant to Commander Silver Bolt, per Captain Shining Armor's instructions. She was rumored to have her eye on Private Flash Sentry, the royal guard's junior member. She was relieved to see that Silver Bolt wasn't hurt too badly, but she was furious with his attacker. "What did you do to him, you monster?!"

"Monster?! Me?! That Commander of yours is the one who pushed my buttons." The Green Griffon said sternly "Perhaps you'd like to share his fate?!"

"You'll pay for what you did to our beloved Commander!" Surprise shouted, and flew up to try and attack The Green Griffon.

"Temper temper." The Green Griffon scolded, as she hopped up onto her glider (which she had secretly steered to her location while Commander Silver Bolt wasn't looking)

"There'll be no temperance with you!" Surprise bellowed "I'm taking you down!"

"Interesting choice of words, but I don't think so!" The Green Griffon retorted, dodging a high flying punch from Surprise. She then threw a powerful stun grenade that had been stored in a secret compartment onboard her glider.

Poor Surprise never saw it coming until it was too late. The former Wonderbolt fell to the ground, after The Green Griffon struck her hard with her talons for good measure. "I'm sorry Commander Silver Bolt, I failed you." Surprise muttered, before she collapsed.

The Green Griffon chuckled, and promptly sped off. She was free once again!

Josh Hooves had only recently started working as a volunteer at The Neighlyn General Hospital, but the pink earth pony stallion had already at least partially gotten use to the grizzly sights that tended to great him on a daily basis. Almost.

But the sight that greated him as he was heading back to the hospital after, what had been, a very uneventful patrol, was very shocking. He never would've thought he'd see a royal guard injured, let alone two of them.

Picking up the magical long range communication device that all hospital staff carried he shouted as he rushed towards the scene of disaster "This is Josh Hooves reporting, we have a Code Red emergency situation! Repeat a Code Red emergency situation! I've got two patients in need of medical attention stat!"

Surprise and Commander Silver Bolt quickly recovered at The Neighlyn General Hospital. their wounds were serious, but not life threatening. A relief to everyone, but especially to Josh Hooves, who nearly collapsed after hauling the ambulence unit that had pulled the two royal guards to the emergency room.

As soon as Surprise and Commander Silver Bolt were feeling better they recieved a visit from Captain Shining Armor. He had been a nervous wreck from the moment Private Flash Sentry had broken the news to him. "I'm glad to see that you're both alright." he said with relief. The two guards had been assigned to the same room after their wounds had been patched up.

"You didn't have to worry about us Captain." Silver Bolt said "As you can see, the staff here at Neighlyn General Hospital really know their stuff."

"Yeah, and that ambulence driver was really strong. Maybe even stronger than Flash Sentry." Surprise commented, a slight blush forming on her cheeks "I never did get his name."

"You know the rules about dating and relationships Surprise" Commander Silver Bolt teased "Our work can be very dangerous, and it's best if innocent civillians don't get involved in our line of duty."

"Rules were meant to be broken Commander Silver Bolt." Surprise replied.

"There'll be time to discuss romance and relationships later." Shining Armor said firmly "Right now there's something that I need to know. It's something that's been troubling ever since I was told you two were in the hospital."

"What's that?" Surprise asked.

"Just what the hay happened to you two out there? You were suppose to be escorting The Green Griffon from the prison to the docks." Shining Armor said crossly.

"That Green Griffon is very sneaky, and full of surprises." Commander Silver Bolt explained "I've seen a lot in my time, but I never thought I'd meet someone that could get the best of me, let alone a griffon. It's quite the blow to my pride."

"Indeed. For a Griffon she's surprisingly fast." Surprise added "If she were a Wonderbolt she could even give Fleetfoot a run for her money. And that's saying something, because as Fleetfoot will tell you, no one's ever been able to match her speed."

"So then, where is The Green Griffon now?" Shining Armor asked.

Commander Silver Bolt sighed "I'm afraid I don't know, she could be anywhere by now."

"I was afraid of that." Shining Armor said glumly "What about you Surprise? Did you happen to see anything that could provide us with a lead?"

Surprise shook her head "No sir. I'm sorry, I guess I'm not cut out for this royal guard stuff after all."

"Nonsense." Shining Armor replied "I chose you for a reason, and given time I'm sure you'll be great. But right now we have a bigger problem, The Green Griffon is on the loose and we have no idea where she could be. This is a very serious problem! The Green Griffon has proven to be very dangerous, and deadly! We must notify the public at once! This is another fine mess we've gotten ourselves into."

The news soon spread. Panic quickly set in, despite the urgance of both Princess Celestia and Captain Shining Armor to remain calm.

Even Ponyville was not spared from this frightening news, but Mayor Mare refused to stand idly by and allow her town to descend into madness yet again. "There is only one thing that we have to fear!" she boldly proclaimed "And that is fear itself! Fear is the true enemy, and if we panic then we allow it to win! Something that we must not let happen! And it won't on my watch!"

All the same some ponies were not convinced, and began to take extra security precautions, just in case The Green Griffon dared to show up again.

This was not enough to make Cheese Sandwich call off his party however, and when the town saw that he wasn't afraid, they decided that they shouldn't be afraid either. And so the preparations went on.

Pinkie Pie had to admit she was worried about the idea of The Green Griffon still being out there. Especially because she still occassionally suffered nightmares involving Pokey Pierce's death. But she vowed to herself that she would stay strong, for her sake, and for the sake of everyone else. That didn't mean she didn't spend time learning from her mistake, to make sure, that on the off chance she found herself in a similar situation with somepony else, she would know what to do.

Finally, after about a week of planning, Cheese Sandwich was ready to host the party. Because of the huge turnout he decided to hold it in front of Town Hall, where there would be enough space for everyone. Even those who had been afraid to venture out with The Green Griffon on the loose showed up.

"Wow, just look at this turnout!" Twilight said, looking out at the crowd from the stage.

"Sometimes I amaze even myself." Cheese Sandwich said proudly.

"No kidding, this is even better then that party for my birthaversary when you and Pinkie joined forces!" Rainbow Dash commented.

"Speaking of Pinkie, how is she?" Rarity asked Twilight.

"She's a lot better now then she was when this whole ordeal began." Twilight replied "But I can tell she still hasn't fully moved on from it yet."

"Oh dear." Rarity commented "Is there anything we can do?"

"Well, Cheese Sandwich has already proven to be a very big help in all of this." Twilight said "So I say we just continue to work with him for now. We've done all we can for Pinkie Pie on our own, we just have to hope that she won't slide back down."

"If you say so." Rarity said reluctantly "I just think that maybe we haven't tried hard enough to help our friend. It's probably just my nerves and personal experience."

"You have a right to be concerned, but at the same time we all need to have a little faith in Pinkie Pie." Twilight said "She's stronger then we probably give her credit for. Now, if there are no further interruptions, let's get this party started!"

"Hey, that's my line!" Pinkie Pie shouted, popping up from behind the curtain.

"Sorry Pinkie." Twilight chuckled "I couldn't resist."

"Ssh, quiet." Rainbow Dash said "Cheese Sandwich is about to address the crowd." And she was right.

"Hello everypony, I'm so glad you all could make it!" Cheese Sandwich said, holding the microphone in his hooves "As you all know Pinkie Pie has been going through a very tough time in her life. To celebrate how much progress she's made in recovering from said event I've taken the liberty of throwing her this party. And so, it is with great pleasure that we celebrate this major milestone in Pinkie Pie's life. Stay strong Pinkie, you'll never be alone. Not with all of us here to support you. With that being said, I think it's time for this party to begin. Take it away Vinyl Scratch!"

Within minutes loud music was filling the air, everyone was dancing, singing, playing games, or just generally having a good time. Even those who usually skipped these loud parties, like Cranky and Mitilda, were having a blast. This didn't feel like a Cheese Sandwich party, though that wasn't a bad thing. It felt much like a Pinkie Pie party, which was something that had been sorely lacking in Ponyville for several weeks.

"Hmmph, celebrate while you still can you stupid little ponies." The Green Griffon muttered, observing the sight from her glider "Because this party is about to be crashed! After all, you didn't think to invite me. Not that I would've accepted an invitation."

The party was in full swing within an hour of starting. Pinkie Pie was amazed to know that so many ponies and nonponies had turned out to offer their support to her. Even ponies like Diamond Tiara were being nice, something that had to be seen to be believed.

But just when it looked like nothing could wrong, Pinkie Pie's 'Pinkie Sense' started to act up again. Cheese Sandwich's 'Cheesie Sense' did the same. Needless to say, they were worried. The signals they recieved told them that something bad was gonna happen, but they didn't know what.

Then, all of a sudden, someone shouted "Look, it's The Green Griffon! She has returned!" And that someone was right.

"Oh no, not her again!" Pinkie Pie gasped.

"Hello citizens of Ponyville, did you miss me?" The Green Griffon asked.

"Go away! The likes of you aren't welcome around here!" The Mayor shouted.

"Oh yeah?! You're not the boss of me!" The Green Griffon snapped "You can't tell me what to do!"

"Wanna bet?!" The Mayor asked.

"Oh, so you wanna do this the hard way huh?! Well guess what, wish granted!" The Green Griffon shouted, and threw one of her signature bombs down into the crowd.

"Everyone run!" Mayor Mare shouted. Panic quickly swept over the crowd as ponies and nonponies alike tried to flee.

"Go ahead and run!" The Green Griffon teased "But there's nowhere you can run where you'll be safe! Not from me!"

"That Green Griffon is really grinding my gears!" Rainbow Dash said furiously "I'd love to teach her a thing or two about disrespecting this town!"

"You wouldn't last five minutes Rainbow Dash, she's dangerous!" Applejack said, holding Rainbow Dash by the tail.

"Alright, now for some fun!" The Green Griffon chuckled, hovering over the crowd "Let's see, who's the lucky so and so that's getting a free ride on The Green Griffon Express?" As one might expect no one replied. Of course, that didn't stop The Green Griffon from choosing a 'volunteer' anyway.

Mrs. Cake was completely surprised when, instead of continuing to run to safety with her husband, she felt herself being scooped up and lifted into the air. "What's going on?! What's happening?!" she asked.

"Oh, nothing much." The Green Griffon said fiendishly "I just need to 'borrow' you for a little science experiment. My last test subject didn't fare too well, but who knows? Maybe you'll have better luck then he did."

Mrs. Cake gasped "No! Put me down! I don't want to be a part of your twisted schemes!"

"Too late, my decision is made!" The Green Griffon said sternly "You are coming with me wheter you like it or not!"

"Mrs. Cake!" Pinkie Pie shouted, and raced towards The Green Griffon. The Green Griffon quickly took notice of this, but decided not to drop the bombshell.

"Go away Pinkie Pie!" The Green Griffon shouted "Or would you rather I dropped Mrs. Cake here and now?"

"You wouldn't dare!" Pinkie Pie growled.

"Would I?!" The Green Griffon asked "Unless you want to press your luck I suggest you back off. Go find Spider Mare, I know you know where to look. And make sure she knows that unless she comes to the Manehattan Bridge, Mrs. Cake here will be taking a permanet leave of abscence." And with that The Green Griffon took off, bound for Manehattan.

Pinkie Pie was completely furious at this turn of events. Was The Green Griffon really this determined to ruin her life just because of a simple misunderstanding? It was stupid and made no sense, but Pinkie Pie was not willing to take chances. After what happened with Pokey Pierce she had come to realize that she was not infailable.

"Where are you going Pinkie?" Cheese Sandwich asked.

"You heard that fiend!" Pinkie Pie hissed "I'm going to find Spider Mare."

"Can I come? I'd kind of like to meet Spider Mare." Cheese Sandwich said.

Pinkie Pie sighed "No you can't Cheese. Spider Mare will only show up if I'm the only one around. It's part of the deal we formed."

"Really?" Cheese Sandwich asked.

"Yes." Pinkie Pie replied, and with that she had arrived at Sugarcube Corner. Without another word she raced upstairs, entered her room, and closed the door behind her. Unfortunately, she forgot about the little window on said door. And so, as she quickly changed into her Spider Mare outfit Cheese Sandwich, who had followed Pinkie Pie out of concern, ended up discovering the secret, Needless to say, he was shocked.

"Hang on Mrs. Cake, I'll save you. I won't make the same mistake twice." Spider Mare said, as she prepared to swing out of her room. Before she could do so however, she heard a faint 'gasp!'. "Who could that be?" she asked herself.

As if to answer her question the door swung open, revealing Cheese Sandwich. "Pinkie?" he asked, still uncertain if he had seen things correctly.

"You know, don't you?" Spider Mare asked. Cheese Sandwich nodded. Spider Mare sighed "I'd rather you didn't, it puts you at risk."

"I know you think that, but don't you think that secret of yours can't stay secret forever?" Cheese Sandwich asked.

Spider Mare tried to think of a good counter arguement, but couldn't come up with anything. She sighed again "I guess you're right. At the very least those closest to me deserve to know. But I want to break this news to them on my own terms and on my own time. And right now I've got a bigger problem on my hooves. So for now, this will just have to stay our little secret."

"I understand, your secret is safe with me." Cheese Sandwich said "Heck, I'll even 'Pinkie Promise'. Cross my heart and hope to fly, stick a cupcake in my eye. And yes, I know that a 'Pinkie Promise' is never broken."

"Good." Spider Mare said "Now if you'll excuse me, it's hero time!" And she took off for Manehattan, the sun was already setting as she did so. She knew it would probably be dark by the time she arrived. And she was right.

"Won't be long now." The Green Griffon chuckled, still holding onto Mrs. Cake "Spider Mare should be here any moment now."

"I hope so, cause I know she'll put you in your place!" Mrs. Cake said crossly "You'll never get away with kidnapping me!"

"I know, but that won't be a problem for long." The Green Griffon said fiendishly "Ah, here comes Spider Mare now. Took her long enough to get here, but better late then never I suppose."

"Alright Green Griffon, I'm only gonna say this once! Put Mrs. Cake down gently and surrender peacefully, or suffer the consequences." Spider Mare said sternly "I mean it!"

"Ah gee, I'd love to Spider Mare, really." The Green Griffon lied "But I still haven't yet been able to figure out if earth ponies can fly without wings, and this is too good of an opportunity to pass up."

"No! Don't do it!" Spider Mare pleaded.

"Did you honestly think that was going to work?" The Green Griffon asked.

"It was worth a shot." Spider Mare shrugged.

"Well too bad, it didn't work!" The Green Griffon shouted "Time to drop the laundry!" And with that, she let go of Mrs. Cake, who began to scream at the top of her lungs.

"NO!" Spider Mare shouted, and shot a stream of webbing that caught Mrs. Cake before she could fall very far. Instantly, the memories of Pokey Pierce came flooding back to her. "Not this time!" she thought to herself, and shot several more streams of webbing to give Mrs. Cake's entire body support. She even made a small net, just in case Mrs. Cake should fall. With all that done she quickly swooped down, and grabbed Mrs. Cake.

"Curses!" The Green Griffon shouted "You'll pay for that Spider Mare!"

Spider Mare quickly, but carefully, brought Mrs. Cake down to the ground, and to safety. Mrs. Cake was relieved. "Oh thank you, if you hadn't shown up when you did I would've been dead." she said happily.

"Think nothing of it Mrs. Cake." Spider Mare said kindly "I'm just doing my job."

"Well it doesn't matter, you saved my life." Mrs. Cake said "Although, now that I think about it. You remind me an awful lot of somepony that I already know."

"There'll be time for that later." Spider Mare said sternly "For right now I want you to listen carefully. Do exactly what I tell you, if I tell you to run, run! For now though, just stay here."

"What about you?" Mrs. Cake asked "What are you going to do?"

"I'm going to end this once and for all!" Spider Mare shouted, and took off to face The Green Griffon.

"So, you've come back for more huh?" The Green Griffon asked "Well good, I was beginning to get a little bored."

"This isn't funny anymore Green Griffon!" Spider Mare said sternly, and punched The Green Griffon hard in the face. The two quickly began to duke it out onboard The Green Griffon's glider,

"Why do you resist Spider Mare?" The Green Griffon asked "Why can't you just let me have my fun?"

"Because your idea of fun is sick and twisted, and I don't like!" Spider Mare replied, dodging a swipe of The Green Griffon's claws. "But that's not the only reason why I really can't stand you. I could go on and on about how you continue to try and break my spirits. How, despite the fact that you use others to get to me, you think you have the moral high ground. Or even how you're trying to actively ruin my life just because of a silly misunderstanding. But I think what I really don't like about you is that you just don't quit, no matter what happens. But now, I'm finally going to end this! Even if I have to break you in two!"

"Oh Spider Mare, if you had the guts for that you would've done it by now!" The Green Griffon taunted "But you haven't, I'm still around."

"Like I said when we last fought, killing you isn't the right thing to do. It won't help, even if it would make me feel great." Spider Mare said, delivering a sweeping kick to The Green Griffon "Even so, I'm going to make sure that this time you learn your lesson!"

"Oh please, you just don't get it do you?" The Green Griffon asked "Until I have humilated you, and made you realize just how miserable life can be, I'll always keep coming back. You can't just get rid of me because you want to do so."

"Sorry, but I'm afraid this is the end for your life of crime." Spider Mare taunted, punching The Green Griffon once again.

"Oh yeah?! And why is that?!" The Green Griffon asked.

"Because, you're about to crash!" Spider Mare chuckled, and swug off of the glider.

"What are you talking abo-" The Green Griffon asked, but was cut off mid sentence when her glider crashed into one of the towers on The Manehattan Bridge. Throwing her off and stranding her on top of said tower, while the glider sank into the water below.

"Give it up Green Griffon, there's nowhere left for you to run!" Spider Mare shouted, climbing up to the top of the same tower that The Green Griffon was now stranded on.

"You haven't beaten me yet!" The Green Griffon bellowed "If I'm going down, I'm taking you with me!" And with that, The Green Griffon lunged at Spider Mare.

Spider Mare easily dodged the lunge, and used her webbing to tie The Green Griffon down, preventing her from escaping. "It's over Green Griffon, you've lost!" Spider Mare said "And now, you will never hurt anyone or rob anyone of anything ever again, for as long as you live!"

"No! This can't be! I'm never going back!" The Green Griffon shrieked, trying in vain to break free of the webbing.

"Sorry to disappoint you, but this is the end." Spider Mare said firmly, and fired off a stream of webbing that shut The Green Griffon's beak "As they say, silence is golden. But just so you don't try anything, I think I'll take those bombs of yours. You won't be needing them where you're going." After doing just that, and making sure that The Green Griffon couldn't escape, Spider Mare climbed down from the tower.

"Is it finished?" Mrs. Cake asked once Spider Mare was on solid ground again.

"Yes, and this time it's for the last time." Spider Mare said happily.

"Good." Mrs. Cake said "I can't thank you enough for what you did."

"Like I said before I'm just doing my job." Spider Mare replied.

"Well, I'm still grateful regardless of how you view it." Mrs. Cake said, then she noticed something "Your mask, it looks torn. I can see bits of pink fur poking out. But that would mean"

"I guess there's no point in trying to hide it from you. You were bound to figure it out sooner or later." Spider Mare said, and pulled off her mask. Just as Mrs. Cake had suspected, a familiar face greeted her.

"Pinkie Pie?" Mrs. Cake asked.

"Surprise." Pinkie Pie said happily.

"You've been Spider Mare all along, haven't you?" Mrs. Cake asked, even though she was sure she aleady knew the answer.

"Yes, I'm kind of surprised you didn't seem to notice that Spider Mare and I were never in the same place at the same time." Pinkie Pie said "I guess I was just that good at hiding it."

"Sure looks that way." Mrs. Cake said "And don't worry, your secret is safe with me. I won't tell anypony, not even my husband."

Pinkie Pie shook her head "Thanks but no thanks Mrs. Cake. The time has come for this little secret to be revealed. I can't keep everyone in the dark forever."

"Are you sure you want to do that Pinkie Pie?" Mrs. Cake asked, as the two of them left The Manehattan Bridge.

"Of course I'm sure." Pinkie Pie said, putting her mask back on "But for, let's get you home. Thank you for flying Air Spider, please keep your hooves inside the ride at all times." And with that Spider Mare and Mrs. Cake set off for home.

Author's Note

And so, we come to the winding down phase of this arc. Only one more chapter left to go.

Also, Commander Silver Bolt comes from my fanfic "My Little Pony, Friendship is Magic: Stallion Edition" and Josh Hooves is my O.C., who debuted in "A Day in The Life of Josh Hooves". This is only his second appearance.

The Green Griffon: Part 5 (Moving On)

There was no "second chance" for The Green Griffon this time around. The royal guards, led by Captain Shining Armor, arrested her and deported her with extreme vengence. The royal guard hated being humilated, even more then they hated repeated felons and murderers.

The Green Griffon, for her part, shouted protests, and fought with the guards every step of the way. But after last time, they had learned not to be so careless, and they made sure to keep The Green Griffon under constant watch at all times.

Upon returning to The Griffon Empire, The Green Griffon was quickly tried and convicted for the crimes she had commited while in Equestria. She was sentenced to life in prison with no chance of parole, but there were those who argued that she should've been given the death penalty.

With The Green Griffon captured, and locked up for good, Pinkie Pie could finally start looking forward to the future again. Both as a baker's assistant, and as a crime fighting super-hero. Even so, she knew things would never truly be the same. The Green Griffon had left deep emotional scars in her heart that would never fully heal, even with time.

But the past was in the past, and like it or not there was nothing Pinkie Pie could do to change it. If so, she would've ensured Uncle Al was still alive, she would've made sure that Diamond Tiara's mother had never gotten stuck in that scorpion suit, and most of all, she would've corrected her greatest mistake.

Despite this, Pinkie Pie was convinced that, in the end, Spider Mare was something that Equestria could not live without. For without her, it was quite possible that The Green Griffon and The Mane-iac would've been much more serious threats then they had been. And Equestria would still be dealing with the type of criminals that could commit acts as harmless as robbery to as deadly as muder.

Being Spider Mare came with a price, and now Pinkie Pie was willing to do what she felt was necessary, to ensure that those she loved more than anything else would (hopefully) never have to pay the same price that Pokey Pierce payed. Her Aunt Suzanne had already learned of Pinkie's secret just before The Green Griffon first stormed onto the scene. It wasn't that hard for her to put two and two together, but even so Pinkie Pie made her promise to keep quiet about her discovery.

Now, she was about to reveal her secret to her closest friends, as well as the ponies who were pretty much her foster family. She could only hope they wouldn't be too mad with her for keeping such a big secret. If the roles were reversed, she was certain she would be upset. Depending on what the secret was, and who had kept it from her of course.

It had been hard enough just deciding to let Cheese Sandwich and Mrs. Cake in on the whole secret, but there was no turning back now. She was certain her friends wouldn't just take her word for it, so she made sure her costume was out and ready to put on at a moment's notice in her room. Part of her still felt very uncertain about all of this, and who could blame her? But this was something that she knew she needed to do, and she needed to do it now before it started to eat away at her. Not to mention, it was getting hard to keep up that balancing act.

Pinkie Pie sighed, this was it. The moment she had dreaded, but knew would have to come eventually. After a quick double check, just to make sure she wasn't forgetting anything, Pinkie Pie made her way downstairs. All of her friends were there to greet her, including Cheese Sandwich, who (along with Mrs. Cake) gave Pinkie a glance of encouragement. The Cakes were there as well, though Pinkie doubted Pound and Pumpkin Cake would really understand that their favorite foalsitter, and surrogate big sister, was also a superhero.

"I'm glad you've all come." Pinkie Pie said, after a moment of akward silence "I suppose you're wondering why I called you all here today. It's because, there's something that I have to tell you, but I'm not certain if you'll believe me."

"Well, don't just stand there, get on with it!" Rainbow Dash encouraged "We're all ears."

"And whatever it is, I'm sure we'll believe you." Applejack said "After all, you've always been pretty good at telling us what's on your mind, even if we don't always understand it."

"Really?" Pinkie Pie asked.

"You don't have to ask, we mean it." Twilight replied "Whatever it is I'm sure it's fine."

"Indeed, after all we all have our secrets." Rarity nodded.

"Not one as big as this." Pinkie Pie said reluctantly.

"Go on, tell us. We're all ears." Fluttershy said sweetly.

"Well, since you really want to know." Pinkie Pie said, a hint of worry in her voice "The thing is, I-I-I"

"You what?" Spike asked.

"It's not something embarassing, is it?" Mr. Cake asked.

"No, no. It's not that." Pinkie Pie chuckled before quickly calming herself "This is gonna sound crazy, but the thing is. Well, you all know about Spider Mare, right?"

"Yes." everyone replied.

"You're not gonna believe this, but Spider Mare is actually me." Pinkie Pie confessed. Everyone gasped (Cheese Sandwich and Mrs. Cake already knew so the news didn't catch them by surprise.)

There was a rather pregnant silence that fell over the room after Pinkie Pie's confession. It lasted for quite a while. Finally. Applejack broke the silence "You're right, I don't believe it." she said bluntly "I know that you and Spider Mare are never in the same place at the same time, but it seems way too obvious that the two of you are one and the same."

"I agree with Applejack." Rainbow Dash added "It's just way too obvious, there's no way it can be true."

"Not to mention, if you were Spider Mare, don't you think we would've noticed by now?" Fluttershy asked.

"Perhaps, but I took a lot of steps to ensure noone suspected anything when I wasn't around." Pinkie Pie explained "I'm pretty sure I pulled it off."

"Even so, if you really were Spider Mare we would've noticed something by now." Twilight said "I get that you greatly admire Spider Mare, but pretending to be someone you're not will only get you into trouble."

"None of you believe me huh?" Pinkie Pie asked, everyone (except for Mrs. Cake and Cheese Sandwich) shook their heads.

"As much as we'd like to believe you we can't." Rarity explained.

"Yeah, if you expect us to believe you you're going to have to show us proof." Spike said "And on that note, proof that's actually believeable."

Pinkie Pie sighed, she had figured it would come to this. "You want proof huh?" she asked.

"Yes, if it isn't too much trouble that is." Mr. Cake replied.

"Very well then, if it's proof you want, just follow me." Pinkie Pie said, and motioned for everypony (except for Mrs. Cake and Cheese Sandwich, who already knew) to follow her up to her room.

Time seemed to pass slowly for everyone, but especially for Pinkie Pie, as they made their way upstairs. Finally, after what felt like forever, but had only been a few minutes, they had reached their destination. Pinkie Pie's room above Sugarcube Corner didn't look like any sort of place where a superhero might dwell. But everyone had learned by now that looks could very easily be deciving.

"Here we are." Pinkie Pie said reluctantly "If you follow me I'll show you all the proof you want so badly."

"Well, don't mind us, go right ahead." Spike encouraged.

"Yeah, show us something convincing and we'll buy every word of what you've been saying." Rainbow Dash added.

"Alright, if you're sure." Pinkie Pie sighed, and opened the door to her room. She then motioned for everyone else to come inside. They did just that.

Nothing seemed out of the ordinary from what the others could see. Pinkie Pie's room looked exactly like how it had always looked. Balloons, streamers, and other party decorations were everywhere. Portraits, of various parties of importance in Pinkie Pie's life, wee hung on the wall, by the staircase leading to the balcony. And in one corner rested Pinkie Pie's trademark party cannon, polished and ready for action.

But there was still nothing that seemed to suggest that Pinkie Pie was actually Spider Mare. At least not yet.

"So far I'm not seeing anything Pinkie." Applejack commented "Where's that 'proof' you promised us?"

Pinkie Pie sighed once again. This was it, the moment of truth. This scene must've played out in her head a million times already, but it didn't make it any easier. There was no turning back now however.

"Well?" Rainbow Dash asked "Are you gonna show us anything?"

"Yes." Pinkie Pie said "Just give me a moment." She went over to her closet and began to move various outfits around. She knew what one she was looking for. Before long she had found what she was looking for, her spider suit. Without hesitation, she pulled it out. "Ah-ha! Here we go!" she proclaimed, and brought it over.

Everyone was shocked. Some of them rolled their eyes, just to make sure they weren't possibly seeing things. And indeed they weren't.

"Well?" Pinkie Pie asked "Is this proof enough for ya?"

"Maybe, maybe not. It all depends." Applejack quickly commented.

"Depends on what?" Pinkie Pie asked.

"On whether or not you can actually fit into that costume, and make it do the things that Spider Mare always does." Applejack explained "That shouldn't be too hard for you to do, right?"

"Of course not. No sooner said than done Applejack." Pinkie Pie replied, and quickly slipped into her costume. Before long, the familiar figure of Spider Mare stood before the crowd.

"That costume is simply dazzling." Rarity commented "Did you make that yourself?"

"Not really, I had help from your mom. I just made a few modifications." Spider Mare explained.

"Modifications?" Twilight asked.

"Modifications. What, is there an echo in here?" Spider Mare replied. That got everyone laughing.

"Well, you've got the humor down. I'll give you that much." Rainbow Dash said, regaining her composure "But seriously, what sort of modifications did you make?"

"The web shooter for one thing." Spider Mare explained "Though the webbing was all me, with a little help from a hoof me down chemistry set. I also added the belt where I can safely store my cartridges of webbing. When fighting crime it always helps to be prepared."

"No kidding." Fluttershy said.

"Well, all that's left for you to do is to fire that web shooter of yours." Applejack said firmly "If you can do that, I'll believe you truly are Spider Mare, and not some wannabe."

"You asked for it." Spider Mare said, and swiftly shot out a stream of webbing. Said webbing landed right in front of Applejack, who now had no reason to doubt that the figure standing before her was Spider Mare. And when Applejack believed it, so did everyone else.

"Why didn't you just tell us sooner?" Twilight asked.

"I was afraid." Spider Mare said, a hint of worry in her voice.

"Afraid of what?" Fluttershy asked.

"Afraid that, if you knew who I was, my enemies could use you to get to me." Spider Mare explained "But I've come to realize that, such a thing will happen even if you're kept in the dark. It is far better for you to know, so you can be prepared. That way, hopefully, you will avoid the terrible fate that befell Pokey Pierce."

"I see." Spike said.

"Well, at least you told us now." Applejack said sternly "And that's what matters most. But next time, if it's something really important, like this for example. Please don't keep it a secret from us, tell us as soon as you can so we can help you."

"I'll try Applejack." Spider Mare replied "That's all I can promise."

"And that's all we can ask for." Mr. Cake said.

"Thank you, all of you." Pinkie Pie said, removing her mask, and embracing everyone in a hug.

"Don't mention it Pinkie." Twilight said happily.

"It's funny really when you think about it." Pinkie Pie said solemly, talking to a tombstone "How time just seems to fly by. It seems like only yesterday you were still alive, and everything seemed right with the world. And yet, it's already been so long. I know I'll never fully be able to overcome my guilt for the role I played in your death. But I know that you would want me to be happy, and continue on with my life. Your death will always remain my greatest failure, and I will continue to work hard to make sure I do not repeat it ever again. But at the same time, I know that I must move on and focus on the future. I cannot change the past, for if I could I would see to it that you survived. All I can do at this point however is beg one last time for your forgiveness, and pray that you watch me over until the day when I shall no longer be of this world. I am truly sorry, and I wish there was another way for me to express how I feel. It still hurts, thinking about what could've been. But there's nothing I can do about that."

There was a long silence, and Pinkie Pie just sat beside the tombstone the whole time, clutching a recently purchased bouquet of flowers. She planed to place those flowers besides said tombstone, to show her respect for the pony who lie buried beneath it. The only sound that could be heard was the occassional gust of wind, from the gentle summer breeze that was common in Ponyville at this time of year.

At last Pinkie Pie broke the silence and said "Well, I can't stay here for much longer, even if I wish that was the case. I have those who love me dearly, and care about me deeply. And I do not want to make them worry. I appreciated talking to you, and I hope you have forgiven me for what I failed to do in your moment of need. I will never forget you, but I believe the time has come for me to move on." Pinkie Pie placed the bouquet down beside the tombstone, and left the cemetery without saying another word.

On the tombstone Pinkie Pie had been sitting besides there was a small enscription. And it read as follows:

Pokey Pierce

A kind young soul, and would be husband, who's life was cut tragically short just when it seemed he was most happy.

Born: Year 974 of Luna's Banishment

Died: Year 4 of Luna's Return

Author's Note

And so, this wonderful fic draws to a close. And just in time for The Amazing Spider Man 2, which comes out in theaters today.

It's been fun, and hopefully within the year I'll have the sequel out. But for now, I'm going to wait for the end of Season 4 before I publish anymore fics.

The Great and Powerful Mysterio

Pinkie Pie did her best to ensure that nopony ever suspected that she was secretly a web slinging superhero. As far as she was concerned the less ponies knew about her, the less likely they were to be put in harm's way.

Balancing a life of crime fighting with the life of a highschool student wasn't easy, but Pinkie Pie found a way to do the impossible and make the juggling act work. Things weren't quite as easy when, soon after graduating highschool, Pinkie Pie ran into Mr. and Mrs. Cake. The happily married couple that ran Pinkie's favorite sweet shop, "Sugarcube Corner". The couple quickly announced that they were in need of a baking assistant, to help them keep up with their increased clientel. Pinkie Pie happily accepted the job offer, despite the fact that it meant she had to leave her Aunt Suzanne.

"I'm really sorry Aunt Suzanne, I know you'll probably be lonely without me." Pinkie Pie said as she packed up her things.

"It's alright Pinkie." Aunt Suzanne reassured her "This day was bound to come sooner or later. You've become a fine young mare, and you can make your own decisions. Oh if only Uncle Al were here to see this."

Pinkie Pie quickly took notice of her Aunt's change in mood and decided to change the topic. She really didn't like being reminded of Uncle Al's death, and of what she could've done to prevent it. "Cheer up Aunt Suzanne." Pinkie Pie said cheerfully "Uncle Al wouldn't want us to be sad. Besides, I'm sure he's watching over us from wherever it is that ponies go after they die."

"You're right Pinkie." Aunt Suzanne said, a smile forming on her face. For the first time since Uncle Al's death that it felt genuine, at least to Pinkie Pie.

Pinkie Pie packed up the rest of her things, including Uncle Al's chemistry set, the last gift she had ever gotten from her favorite uncle. And the gift she vowed to put to good use. And then gave her Aunt Suzanne one last hug. "I promise I'll come by to visit you every once in a while." she said.

"I know you will Pinkie." Aunt Suzanne said.

"Don't forget to send a letter letting my family know where I'll be from now on." Pinkie Pie said "And tell them that I miss them very much." Ever since she had moved in with her Uncle Al and Aunt Suzanne Pinkie Pie had not heard from her family, and they had not come to visit her even once. Pinkie Pie was beginning to think that they had forgotten about her, despite constant reassurance from her Aunt Suzanne that such a thing was not the case. It seemed like the only time Pinkie Pie could remember them all truly smiling had been during her "I'm All Better Party" after that faithful spider bite.

"I'll take care of it Pinkie Pie." Aunt Suzanne reassured her "I'm sure they'll come to see you again eventually. I know they haven't forgotten you."

"Really?" Pinkie Pie asked.

"Of course." Aunt Suzanne said happily "And I know I'll never forget my favorite niece."

And with that Pinkie Pie left. She quickly moved into the loft above Sugarcube Corner, which the Cakes were more then happy to let her use to her heart's content. Pinkie Pie truly felt happy with the Cakes, especially since they seemed to treat Pinkie Pie like the daughter they never had.

As for her work schedule, Pinkie Pie soon discovered that one of the many perks of being a baking assitant was a surprisingly flexable schedule. One that allowed her to plan and throw parties on a seemingly daily basis, and also one that allowed her to maintain her secret life of crime fighting as Spider Mare. Even after taking on the role of go-to babysitter for the Cakes toddlers, who were born about a year and a half after the return of Nightmare Moon.

Pinkie Pie however, was extremly covert about her crime fighting. For she knew that Ponyville already had its own police department, and they would not take kindly to what they would likely assume, was some costumed freak trying to show them how to do their jobs. As such Pinkie Pie laid down a few basic rules for her time spent as Spider Mare.

The rules were:

Spider Mare's powers were only to be used to help others first. Spider Mare came second in any situation, except when Spider Mare's life was directly threatened. And even then, that was subject to change.

Spider Mare was not allowed to play judge or jurry. She was only to help the legal system by capturing thieves, not punishing them herself. This rule could only be broken if a criminal possed a clear threat to the lives of others, and all other options had failed.

Spider Mare's identity was to remain a secret at all costs. This would ensure that those who Pinkie Pie cared about would not be put in harm's way, or become worried.

Spider Mare was allowed to crack jokes and one liners. But showboating was a big no-no.

With these rules in place Spider Mare quickly became a name to remember. Ponies became obessed with this mysterious superhero, and began to speculate just who, or possibly what, was behind the mask. Speculation ran wild, but no one seemed to suspect sweet and innocent (not to mention a bit childish) Pinkie Pie. Even the Cakes never seemed to find it odd how Pinkie Pie and Spider Mare were never in the same place. Usually because Pinkie Pie managed to come up with a convincing cover story.

Pinkie Pie hated lying to anyone, but she knew it was for their own good. And for three years, Spider Mare's life of crime fighting went smoothly. However, an unfortunate turn of events would lead to the first of many super villans that would arise to take on Spider Mare.

It happened just two weeks after Pinkie Pie's super smart friend Twilight Sparkle, ascended to Alicornhood. And in the process became Equestria's newest, and youngest princess.

Spider Mare was dealing with a group of rather elusive thieves. They would appear at random, attack or rob a place, and then slip away before anyone could catch them. Even Spider Mare had found them hard to keep up with. But their luck was finally about to run out as Spider Mare managed to ambush them as they prepared to attack a carriage. Said carriage belonged to a traveling showmare named Trixie, who, despite having turned over a new leaf, was still a bit self obessed.

Pinkie Pie knew this fact, but she was more worried about stopping the thieves before they got away. If she had been thinking more clearly she likely would not have done what she did next, alas such is not the case.

"Time for a disappearing act boys!" Spider Mare said, and swung into action.

"Now's our chance!" one thief said. The thieves split up and began to attack differnet parts of the carriage. The noise was sure to draw out the owner, who they could use as a bargining chip.

Spider Mare quickly clued in to what they doing, and threw out her webbing to snag the thief closest to her. The other thieves, unaware of what had just happened, continued their attack. The carriage started to take on damage as a result, but Trixie either didn't know or didn't care about the commotion going on outside her door.

The thief Spider Mare had just captured tried, to no avail, to break out of his sticky prison. "Don't bother trying to break out of that stuff." Spider Mare taunted "Just sit tight for a moment while I go round up your partners. Then you can all spend some quality bonding time together, safely behind bars." Spider Mare swung round, and snagged two more thieves, leaving only one left. But at that moment, the noise finally did what it was suppose to do, and brought out a very angry Trixie.

"What is it with all of you?" Trixie snapped "The Great and Apologetic Trixie is trying to get her beautly sleep, and all of you are banging on Trixie's carriage as if it were an instrument! What have you got against the concept of peace and quiet?!"

"Hey, it's not our fault. Spider Mare started it." the uncaptured thief said.

"Oh yeah, real mature! Blame it on me!" Spider Mare replied.

Trixie was furious "Trixie doesn't care who you are, all of you will pay for disturbing The Great and Apologetic Trixie!" Trixie began to fire off her horn, not caring who or what it hit. She knew nothing about Spider Mare, and assumed only that she was just like the thieves that she was battling.

The blasts of magic very nearly hit Spider Mare on several occassions. Her 'Spider Sense' (the in costume nickname for her 'Pinkie Sense') being the only thing that prevented that from happening. "Be careful with that horn!" Spider Mare said "You could put someone's eye out with it!"

Trixie didn't care, and mearly kept on firing spell after spell. With this "fireworks show" going on Spider Mare found it hard to reach the last thief, but eventually she managed to pull it off. Just as the thief was wrapped up in the webbing however, he pulled a nasty surprise, and fired off a powerful flash spell from his horn. The bright light momentarily blinded Spider Mare, causing her to mis time her swing. She was now headed for a collison course with Trixie. Trixie became aware of this, and narrowly dodged at the last second. Spider Mare crashed into the stage, luckly it wasn't face first.

But the crash had an unfortunate consequence, as Trixie would soon discover.

"Nice going Spider Mare! Just look what you've done to Trixie's carriage!" Trixie said angrily as Spider Mare recovered from the impact. Spider Mare quickly noticed how much damage her battle with the thieves had caused. But she knew there was nothing she could say or do to make Trixie less angry about it.

"I'm terribly sorry Trixie." Spider Mare said "Is there anything I can do to help? Those thieves can't cause any trouble as long as they're stuck in my webbing."

"Just get out of Trixie's sight!" Trixie bellowed "And don't ever show your face around here unless Trixie says otherwise!"

"If that's what you want. But if you're ever in any trouble, just look up. You might see your friendly neighborhood Spider Mare swinging to your rescue." Spider Mare said "Now then, I think it's time those so called 'thieves' cleaned up their act. With some help from the cops of course." And with that Spidere Mare took off.

"Spider Mare. Huh, what a lame name." Trixie said to herself after Spider Mare left. The magician sighed as she surveyed the damage done to her cart. As she had feared it would take weeks to repair the damage on her own. She could always ask for help, but Trixie was use to being a wanderer. She was one of those who believed "If you want something done right you gotta do it yourself." Fortunately she didn't have anywhere she really needed to be. She never really lived by any sort of schedule, except when performing.

Upon entering her room however, Trixie saw that of all the things she used in her magic act were sprawled across the floor. A few of the more fragile items were even broken. And it was all thanks to Spider Mare, that reckless web slinger who, in Trixie's mind, caused more damage then the thieves she tried to stop. It was bad enough that she had allowed for Trixie's carriage to be damaged, but the items she had broken as a result of her crash landing really took the cake. They were expensive and had a cost Trixie a fortune to buy the first time. Something she had no intention of doing again.

Then, an idea came to her, as she obeserved the unbroken items. She could combine them to create a more powerful illusionary display then any magic spell could ever whip up, and create the perfect rival to teach Spider Mare a lesson. She even had the perfect name for her new "act".

Crime fighting isn't easy, and it takes a lot out of you. So Pinkie Pie was relieved when, after capturing the thieves Spider Mare was not needed. She was perfectly content to rest, after all Twilight was due to hold her first press conference since becoming princess, in a matter of hours. And with rumors circulating that Twilight was planning to make Pinkie Pie, and her other friends, her royal advisors, Pinkie Pie wanted to look her best.

Twilight's coronation had attracted a lot of publicity, and Equestria's newest princess had been doing her best to stay out of the limelight. She was still coming to grips with her new powers, and title. Even so, she knew she couldn't avoid the press forever, and that sonner or later she would have to accept her new role in society. This press conference was something that was unavoidable, and Twilight could only hope that she would not be judged too harshly for what she was going to say. She knew some of her ideas would not sit well with the Canterlot elite, but she would not allow herself to become a snob like Prince Blueblood.

For the press conference Twilight was wearing her coronation gown again, as were her friends. The banquet hall of Canterlot Castle was chosen, against Twilight's wishes, to hold the event. No expense was spared in decorating it, and everyone who was anyone was in attendance.

"Well girls, I guess this is it." Twilight said nervously.

"Relax darling, this is only your first press conference. You'll do fine." Rarity reassured her.

"Just don't go playing kiss up to those so called 'nobles." Rainbow Dash said sternly.

"Don't forget that you're representing all of Equestria, not just Canterlot or Ponyville." Applejack said.

"I'm sure everything will go smoothly." Fluttershy said.

"Yeah. Ooh! I'm so nevercited just thinking about what you're going to say!" Pinkie Pie said energetically.

"Thanks for your support girls, you'll make fine royal advisors." Twilight said with a smile.

"That's the spirit Twilight, now get out there and let all of Equestria know what you're gonna do!" Spike encouraged.

Twilight did so, but as she prepared to take the stage, it happened!

Pinkie Pie's 'Pinkie Sense' started tingling. Now the 'Pinkie Sense' is a very complicacted and difficult thing to explain. What you need to know is that Pinkie's body will display various twitches and spazams right before specific events. Sometimes these things are as harmless as the sky being graced with a rainbow, or a door being opened. But other times these things can be much more serious, and dangerous. As was the case with this sudden tingling sensation.

Pinkie Pie quickly grew worried. "Someone's about to make an unscheduled entrance." she thought. And she was right.

There was a sudden burst of purple smoke, and inside it stood a figure clad in a green suit, with a purple cape, two yellow buttons, and what looked like a plastic goldfish bowl for a helmet. The only thing obvious about the figure was that it was pony like in appearance.

"Greetings to you all, citizens of Equestria." the figure spoke in a weird but elegant voice "Please excuse the crude method of entry."

"How dare you disrupt Princess Twilight's press conference!" one pony snapped.

"Who are you?!" another pony asked.

"That is not something you need to know." the figure said coldly.

"I don't know who you think you are, but I will not allow you to terrorize innocent citizens on my watch." Twilight said sternly. She fired off a quick stun spell in the hopes of subduing the intruder. But the spell passed right through the figure, as if nothing had happened.

"Quite convincing for a mere illusion." the figure boasted "Even someone as magically capable as yourself couldn't tell the difference."

"Enough talk! I know you came here for a reason!" Twilight said "So tell me, who are you and why are you here?!"

"You catch on quite fast Twilight Sparkle!" the figure hissed "But if you really wish to know, the name is Mysterio. The Great and Powerful Mysterio to be precise!"

"Great and Powerful huh? Now where I have heard That before?" Twilight said sarcastically.

"If you think you're talking to Trixie, think again. Mysterio does not know who this Trixie is that you speak of. But she sounds weak, she is nothing more then a mear illusionist who can't even pull a simple bunny out of a hat. But Mysterio is no illusionist playing simple parlor tricks," Mysterio boasted "Why have I come here, you ask? It's simple. There is one who Mysterio is certain is among you."

"And that would be?" Twiilight asked.

"None other then that accursed web slinger who calls herself Spider Mare!" Mysterio explained "Mysterio wishes to see that so called hero, and issues this warning. Reveal yourself to Mysterio Spider Mare! Otherwise you shall leave Mysterio with no other option then to terrorize everypony present at this press conference! And perhaps, arrange a private performance for Equestria's newest princess!"

Pinkie Pie already knew where Spider Mare was. Something that told her that Spider Mare might be needed at the press conference, so she had secretly stuffed her costume into her saddlebag when she knew nopony was looking. But she couldn't risk changing into it now. Despite the confusion somepony would either catch her in the act, or notice that Pinkie Pie was missing and connect the dots. That was a big no-no. Pinkie Pie couldn't allow that.

She needed to slip away somehow without attracting attention to herself. It took her a while to think up of a believeable excuse, but it was the best she could do.

"Twilight, I need your help." Pinkie Pie whispered, motioning for Twilight to come over to her position.

Twilight was surprised, but obeyed the motion. "What is it Pinkie?" she asked.

"I need to use the little fillies room." Pinkie Pie said.

"What?! Right now?!" Twilight asked.

"Yeah." Pinkie Pie said innocently.

"Well what do you need me for?" Twilight asked.

"If I try to slip away Mysterio will probably attack me. You're gonna have to create a diversion." Pinkie Pie explained.

"What do you want me to do?" Twilight asked "In case you haven't noticed we're dealing with a very dangerous adversary here."

"I know you'll think of something." Pinkie Pie said "But I really have to go!"

"I don't know Pinkie." Twilight said "I'm not sure I'll be of much help."

"Please Twilight, you have to try." Pinkie Pie pleaded.

Twilight sighed. "Oh, very well then. I'll try to distract Mysterio for as long as I can, but I can't gurantee it will last very long. So be quick about that little trip of yours."

"I will Twilight." Pinkie Pie said "Now get to work!"

"Alright." Twilight said "Hey, Mysterio! Your mother was a tub of junk!"

Mysterio took the bait "Don't you dare talk about Mysterio's mother like that!" Mysterio said "Perhaps a little display of power is in order. And now that I've really started things rolling-" Mysterio's head seemed to suddenly pop off and roll, coming to a stop in front of Twilight "Don't, drop, the ball!" Mysterio taunted. Suddenly Mysterio's head began to glow.

"Everyone duck!" Twilight yelled. A moment later there was a burst of purple smoke. No one could see anything, so no one saw Pinkie Pie suddenly fleeing from the hall.

But she wasn't headed for the little fillies room. "Looks like it's time for a little web slinging action!" Pinkie Pie said as she pulled out her Spider Man costume and quickly changed into it.

"You wanted me Mysterio, well here I am!" Spider Mare shouted, swinging onto the scene.

"About time you showed up Spider Mare." Mysterio said "Mysterio was starting to assume you'd chickened out."

"I never run away from evil doers like you." Spider Mare said "So leave these ponies alone, it's me you want!"

"My my, it seems someone is really fired up tonight!" Mysterio said, shooting out a small stream of flames. Spider Mare dodged them, but was surprised at the fact that she felt no heat from them. That meant that the flames were just an illusion.

"Your cheap carnival tricks won't save you Mysterio!" Spider Mare said.

"Patience Spider Mare, and do not mock Mysterio! A good performance takes times, and Mysterio is just getting warmed up. I'm more than willing to take you on, but not here, not now." Mysterio explained.

"Well, it doesn't matter. Because I'm gonna stop you, and make you regret ever showing your ugly face around here. And it sounds to me like Mysterio is only a master of talking about herself in the third pony." Spider Mare said.

"If you're so eager to stop me then perhaps you'd be willing to face Mysterio head on, in the same place where you ruined her life." Mysterio suggested.

"You betcha!" Spider Mare said.

"You're a fool Spider Mare!" Mysterio said "You will regret this decision for the rest of your life! Now you'll see what Real magic is!"

"Bring it on!" Spider Mare shouted.

"Very well, but Mysterio is certain you will regret those words!" Mysterio said. There was a sudden blinding flash, and Spider Mare and Mysterio's illusion, disappeared in a puff of smoke.

When Spider Mare opened her eyes she found herself in a place she didn't recognize at all. Everything around her was pitch black, she couldn't even see her hooves in front of her face. "Note to self:" she thought as she looked around "Equip removable night vision goggles to spider suit next time you get the chance."

Suddenly, an erie (not to mention creepy) laugh split the air. Spider Mare flinched, she was certain she knew who it was. Mysterio.

And, she was right. "Welcome to your nightmare Spider Mare!" Mysterio taunted, the figure's face suddenly lighting up the place. Now Spider Mare could see that all around her were patches of crystals, some big and some small. She now faintly remembered Twilight mentioning something during the "Royal Wedding Invasion" about a series of crystal mines beneath Canterlot Castle. Twilight hadn't been joking.

"What is this place?" Spider Mare asked "And why have you brought me here?"

"These are a series of ancient caverns loaded with crystals." Mysterio explained "Long ago, before Canterlot Castle was built, these caverns were mines used to harvest powerful crystals. After the Crystal Empire disappeared the crystals lost their magic, and soon afterwards the caverns were abandoned. Once Canterlot Castle was built everyone forgot that these caves existed, at least until that pesky Twilight Sparkle rediscovered them about a year ago. Mysterio brought you here so that no one can interrupt the greatest magic show of all time! You should feel privilaged Spider Mare. Because tonight, you will have a front row seat to your own destruction!"

"Just what do you have against me?" Spider Mare asked.

"You ruined Mysterio's life Spider Mare!" Mysterio said angrily "And for that you shall pay dearly! So, let's get this show on the road shall we? For Mysterio's first act, The Great and Powerful Mysterio challenges you to find a way out of your crystal prison. If the great Twilight Sparkle can do it, so can you."

"I thought you said you wanted to destroy me! How are you suppose to do that if I can't break free?" Spider Mare asked.

"Patience Spider Mare, your destruction will come in due time. But that will be the climax of this magic show. For now, just enjoy your last moments of life!" Mysterio said "Good luck, you'll most certainly need it!" Mysterio's image faded a moment later, leaving Spider Mare in pitch blackness once again.

"Just great." Spider Mare said to herself "Now what am I suppose to do?" She thought for a while, then an idea came to her. She wasn't certain if it would work, but it was better then nothing. Spider Mare felt along the ground until she found a small patch of crystals in the inky darkness. She fired her webbing at said crystals, then threw them as hard as she could. There was a loud "crash!", and the crystal wall in front of her shattered.

"Not bad. Mysterio didn't think it would take you very long to escape." Mysterio said, appearing on the gaint crystals that covered the walls of the caverns. "Now the real fun begins."

"Let me guess, more cheap parlor tricks." Spider Mare taunted, chuckling slightly.

"Very funny. Just see if you laugh at this!" Mysterio said, shooting out flames. Unlike last time the flames were real.

"Great, out of the frying pan and into the fire!" Spider Mare said, trying to outrace the flames.

"Looks like it's a hot time in the old mine tonight. Wouldn't you agree Spider Mare?" Mysterio asked, laughing all the while.

"Hey, the bad puns are my department!" Spider Mare said.

"They won't be if you don't hurry up." Mysterio said "Or would you rather discover what burnt spider looks like? Mysterio can assure you that it won't be pretty."

"Just shut up! I highly doubt you'd let the flames reach me anyway." Spider Mare bluffed.

"What are you talking about?" Mysterio asked.

"Something tells me that this isn't the sort of climax you had in mind." Spider Mare bluffed "You're just using the flames to motivate me to keep moving, and to test my abilites. Too bad I caught on to your little game."

"This isn't a game Spider Mare! This is reality!" Mysterio said angrily.

"Sure, sure. Whatever." Spider Mare said "I don't have time to bother with you, I've gotta keep moving." Suddenly, up ahead she saw an old mine cart. She couldn't see where it lead, but the only alternative was stay behind and be burnt up by the approaching flames. "Here goes nothing!" she shouted, pushing the cart forward, and jumping in as it began its downward descent.

For a moment Spider Mare though the worst was behind her, but then her 'Pinkie Sense' started tingling. This time the warning was a twitchy tail, which meant something was gonna fall. Then, Spider Mare saw that the tracks abruptly ended. Apparently having been destroyed long ago.

But she could see another cavern a ways up. Thinking quickly, she shot out a long string of webbing, making sure there was enough to reach the intended target. Once that was done she jumped out of the cart, and swung to safety. The cart flew off the tracks, and tumbled into the darkness below, never to be seen again. Spider Mare breathed a sigh of relief once she was safely on solid ground once again.

"Congratulations Spider Mare, for making it out of that double whammy in one piece." Mysterio taunted "But you're not out of the woods yet. The grand finale is almost upon us, there's just one last act left to go and then it shall be time for you to be destroyed!"

"Mysterio please, it doesn't have to be like this. Revenge is not the answer." Spider Mare pleaded "Trust me on this one."

"It's too late for that now Spider Mare! Mysterio's mind has been made up, and there's nothing you can do to change it." Mysterio said.

"Then I guess I'll have no choice but to take you down. And once you're behind bars you'll be sorry you ever messed with me." Spider Mare said, plucking up courage.

"We'll just see about that." Mysterio said "Now it's on to the third act. Act 1 was 'How To Trap A Spider', Act 2 was 'Double Jeopardy', and now, Act 3 shall be 'Follow The Voice'. This one is simple, listen to the sound of Mysterio's voice. Eventually it will lead you to a destination. But only one destination is the right one, and Mysterio's voice will be distorted by the cavern walls. So listenly carefully, and hope you make the right choice. If you do then you'll be able to move on to the fourth and final act."

"Okay." Spider Mare said "Hope you're ready for me, cause I'm not gonna mess this one up either."

"You think so huh? Well, only one way to find out." Mysterio said "Let's begin. Follow the sound of Mysterio's voice."

Unlike the last two "acts" this one was no trouble for Spider Mare. Her sharp hearing made it easy for her to tell where the sound was loudest, and thus where it was coming from. In no time at all she had reached the end of the cavern, where a brown door stood waiting. "This is it." she said to herself. Beyond this door Mysterio was sure to be waiting for her. All she had to do was stay alert and outsmart Mysterio.

But the more she thought about it, the more Mysterio seemed familiar. The constant speaking in third pony, frequent boasting, and reliance on smoke and mirrors, not to mention using "The Great and Powerful", all of these were traits that were shared by only one other pony. "It couldn't be her, could it?" Spider Mare thought to herself. Mysterio had seemingly denied having any knowledge of Trixie's existence, and had even outright painted Trixie in a negative light. Something that Trixie would likely never do no matter what.

"Only one way to know for sure." she thought, and that was to unmask Mysterio. Reluctantly, Spider Mare opened the door and made her way out of the caverns.

"Where am I now?" Spider Mare asked when she was certain she had no more steps to climb. Suddenly, the lights flickered on. A creepy laugh echoed all around her.

"So you've made it this far huh?" An entire circle of Mysterios asked "Well, you'll make it no further. Now, watch and be amazed as The Great and Powerful Mysterio destroys you!"

Spider Mare said nothing, she was caught completly unaware by the Mysterios that surrounded her.

"What's the matter Spider Mare? Seeing double?" The Mysterios taunted "Well, here's a hint. What you see all around you are a row of magic mirrors. One of these holds the real Mysterio, but which one is it? You'll have to figure that out on your own, assuming you can dodge all the spells. Because what one Mysterio does, the others shall do as well. Like this." The Mysterios fired off a volley of magic spells that Spider Mare barely dodged, thanks to her 'Pinkie Sense'.

"I'll just have to break the mirrors one by one until I find the real Mysterio. Should be a piece of cake." Spider Mare thought to herself. But when she tried to shatter one of the mirrors, her ball of impact webbing bounced off of it.

"It's no use trying to break the mirrors Spider Mare." The Mysterios explained "These mirrors have been enchanted to not only copy every move Mysterio makes, but also to never break no matter how much force you apply. But by all means, feel free to keep hammering away."

Spider Mare knew that it was no use trying to attack the mirrors. The odds of her getting lucky were incredibly slim, and all it would do was wear her out. Leaving her vulnerable to Mysterio's attacks. All she could do was keep dodging, and hope Mysterio would tire out eventually. "Not bad, for someone that wears a fish bowl on their head." she teased.

"Shut up, insolent web slinger!" Mysterio bellowed "You are no match for the true power of Mysterio!"

What felt like several minutes passed, but Mysterio seemed to keep going. Spider Mare however was dodging slower and slower with each new spell that came her way. If she didn't think of something soon she was certain that one of the spells would get the best of her. "There must be something that I haven't thought of yet, but what?" she thought to herself.

"Having trouble making up your mind Spider Mare? You know what they say, the mirror never lies." the Mysterios taunted.

Spider Mare looked around and saw nothing that could help her. Then she looked up. Suddenly, she saw a reflector of sorts. Apparently the reflector was being used to redirect the light to hide the Mysterio that wasn't a reflection. Upon seeing this Spider Mare got an idea. Waiting until the Mysterios threw another spell, she not only dodged it, but threw a string of webbing up to the reflector. Slowly, she turned it. Her hope was that if she turned it far enough she would expose the real Mysterio.

And she was right. When the reflector was titled about half a circle the change in light showed which Mysterios were reflections, and which one wasn't.

"No! This can't be!" Mysterio shouted.

"Oh but it is." Spider Mare said, and tackled Mysterio hard. Mysterio couldn't escape. "It's time to take off that silly helmet of yours and see who you really are. But I think I already know." Spider Mare removed the fish bowl helmet, and a blue unicorn mare with an even lighter blue mane greated her. "I knew it, it was you all along, Trixie!" Spider Mare said.

"So, it looks like Mysterio's secret identity isn't a secret anymore." Trixie said "Well it's not like it matters, you ruined Trixie's life Spider Mare!"

"Oh really? Well right now I think you would've been better off if you'd taken this little magic act to Los Pegasus instead." Spider Mane taunted.

"Curse your endless babbles Spider Mare!" Trixie said angrily.

"Speaking of babble, what is it you have against me?" Spider Mare asked "I want the truth!"

"Don't you remember Spider Mare?" Trixie asked "When you tried to stop those so called thieves you allowed Trixie's cart to be damaged. And on top of that you broke some of Trixie's most expensive equipment with your little crash landing."

"Not on purpose, and if I hadn't stopped those thieves you and your carriage would've been a lot worse off. Your carriage could very well have been destroyed!" Spider Mare said "Doesn't that matter to you?"

"Indeed it does, but Trixie does not recall asking for your help Spider Mare. For all you know Trixie could've handled those thieves on her own." Trixie said.

"As much as I would've liked to see you try, I know that you wouldn't have lasted 10 seconds against them. Those thieves were incredibly slippery, and incredibly underhoofed. They would've easily overpowered you." Spider Mare explained "The police themselves couldn't catch them. Even when they were sending in their best units."

"Hmph, well it's too late for your apology now." Trixie said "Trixie made this costume out of the equipment that wasn't damaged or broken. How will Trixie ever be able to perform now?"

"That's a silly question to ask." Spider Mare said "That costume of yours, along with the name you came up for it, is amazing. If you went on tour as The Great and Powerful Mysterio, and perfected your illusions a little you could attract quite the crowd."

"You really think so?" Trixie asked.

"I know so." Spider Mare said "Dosen't that sound better then a life of crime?"

"I guess you're right." Trixie said.

"Good. And don't forget to take my advice about that Los Pegasus show. It could be a big hit." Spider Mare said.

"There you are Pinkie." Twilight said as Pinkie Pie rejoined the crowd in the hall. "Where have you been?"

"We were starting to think something awful had happened to you." Fluttershy said.

"Relax girls, I'm fine. I just hit my head on something on the way back from the little fillies room, that's all." Pinkie Pie lied.

"Are you okay?" Fluttershy asked "You're not hurt are you?"

"I'm fine Fluttershy. I was just out cold for a while, which is silly considering I didn't feel cold." Pinkie Pie said.

"Be more careful next time Pinkie." Twilight scolded.

"I will Twilight." Pinkie Pie said "So what did I miss?"

"Oh man, you missed everything!" Rainbow Dash said "Spider Mare showed up and showed that Mysterio figure who's boss!"

"Really? Did you see everything?" Pinkie Pie asked.

"No we didn't." Applejack said "Not long after Spider Mare showed up Mysterio cast some sort of spell and poof, those two masked marvels disappeared."

"We still don't know for certain if Spider Mare defeated Mysterio." Rarity said.

"Oh, I'm sure she did. In fact, I'm sure we'll never have to worry about Mysterio ever again." Pinkie Pie said.

"What makes you say that?" Twilight asked.

"Just a hunch." Pinkie Pie said innocently.

"Well, let's hope your hunch is right." Rarity said.

"I hope so too." Pinkie Pie said cherfully. Deep down however Pinkie Pie was feeling a little concerned. It wasn't entirely her fault, but she had created a far more dangerous threat then any criminal. She realized now that being Spider Mare was a doubled edged sword. If she wasn't careful she could create criminals just as easily as she stopped them.

Author's Note

And so we have our first villan, Trixie as Mysterio. A pretty obvious fit considering Mysterio is all about illusions.