Peter was breathing hard. It was ridiculous; he was a horse now. He had already had strength, speed, and endurance out the wazoo when he was a human, and now he was a horse. And even on top of that, there was literal magic in his muscles and bones; he still wouldn’t have been able to outfight the Hulk, not by a long shot, but he could certainly hold his own for a whole lot longer.

In theory. In practice, he was getting tired far earlier than he should’ve been. It was, of course, the way ponies were built: a quadrupedal stance meant that his lungs were subject to the compression his muscles exerted when he moved his legs. There was only one species in either world that could run all day*, and Peter had stopped being it a little more than a day ago. His altered biology was helping, yes, but his endurance was not what it used to be. Not what it should be. Not what he needed it to be.

He absently wondered, as he chugged a glass of water that he had found in a house, if he could pull energy out of plants. He was an Earth pony, which according to that book could give plant life a small amount of magic to give it a little more life. There was nothing that said it didn’t work both ways, but on the other hand (HOOF, fine) that sort of idea seemed incongruent with what he had seen of this world. Just because he didn’t care about the grass didn’t mean it would work.

He set down the glass and left the house, setting that thought aside until it could be tested. As it was, Dash had rather left her half of town by the wayside in favor of going to be the Bearer of Loyalty (Huh.) That meant he had a little less than half a town still to do. Taking a deep breath, he cocked his ear as a scream shattered the air and leapt towards it. Landing and leaving hoofprints on a rooftop, he took another leap and noticed something very, very odd poking above the houses. When next he landed, he paused for a second and jumped straight up as high as he could.

Mary Shelley herself could not have conceived of something so horrific as what he saw. H.P Lovecraft, to be fair, had done so repeatedly.

An enormous creature, as tall as a house and stretched like a noodle, had been assembled from a variety of different animals and given life. A lion’s paw, an eagle’s claw, mismatched wings and a head that—he had never seen such a head, actually, and he never wanted to see one again. Such a creature should not have been able to do anything but lie on the floor and hemorrhage internally. But there it was, sauntering around as though it knew full well that it was impossible, and delighted in not caring.

(If you think this reaction is overblown, imagine if one of its arms was a human arm. Not so funny now, is it?)

The creature was talking. He couldn’t hear what it was saying, but he could clearly see the mouth moving and articulating in the way only speech requires. Rainbow Dash was hovering near his head, her body language hostile, but the eldritch abomination was meeting her with—what was likely its version of nonchalance. As the Spider’s rise in altitude started to slow, the creature turned around, his eyes passing over the Spider as it looked at something or somepony Peter couldn’t see—but then its gaze travelled back to him, and as it fixed the airborne Spider with a yellow and red stare, its mouth stretched into an impossibly wide, single-fanged grin…

He had jumped too high. Spider-sense started and so did he: sucking in his gut, he twisted in midair, barely avoiding a deliberately aimed lightning bolt and drawing another frustrated snarl from Electro.

“DAMN IT!” he shouted, even over the crack of thunder as power jumped from his hands. “What does it take to kill you, you little bastard?!”

Here’s a paradox for you: Peter was too scared to respond with a snide remark. Electro hovered at the center of the roof of the Top of New York hotel, the wire around his ankle humming and crackling with the power it was carrying up to its master. Spider-Man skipped at random from cover to cover, fighting his desire to run the fuck away and trying desperately to figure out what to do. Hospitals all over Manhattan were about to go dark right now, electricity was leaking from Dillon like the steam leak heralding the explosion, and he was cowering behind a wall.

Taking a deep breath, what little good it did, he dove out from behind his cover and, dodging another lightning bolt, leapt at a transformer and destroyed it. Common sense told him that Electro’s power supply was now a bit more limited, but you wouldn’t know to look at him.

“Max,” Spider-Man said, his voice shaking but the light tone almost there, “how many times have we done this dance? We’ve both seen how it ends, right?”

“You were lucky, that’s all.” Electro threw another bolt in his direction and watched him leap away desperately and bounce off the building’s needle. “Your goddamned Spider-Luck!”

“Huh! I wasn’t even aware of that powe—AAGH!”

Searing bolts of lightning struck Spider-Man; if he had been touching the ground at the time, he would have been reduced to charcoal. As it was, he crashed through the roof of the hotel and lay in a heap for a moment before pushing himself back to his feet and staring right at the two people across the room.

Stragglers. He thought they had all gotten out by now. Spider-Man gulped, then looked back up towards Electro as panic gripped his mind. Spider-sense jerked his body backwards in time to avoid another bolt, and then Electro was right in front of him, almost seeming to teleport through the shock. Spider-Man gasped, dodging one lightning-fast punch before another caught him under the jaw, sending the world’s biggest Taser shock through his body and lifting him off his feet.

As he hit the ground, he saw the couple shake and convulse and burn behind Electro as another arc of power escaped unbidden. Their cut-off attempted screams rang in his ears more than the thunder did. His gaze travelled back to Electro, who was clutching his shoulder in agony where the bolt had fired of its own accord. Seizing the opportunity, he threw a hand up and forward, his middle and ring fingers pressing the button in his palm—

No web-shooters. No fingers. Peter Parker the pony blinked his eyes, withdrawing his right hoof as spider-sense dragged him back to coherence and he became aware of his surroundings.

Somewhere in his flashback, he had crashed through a ceiling and now lay on a mat of straw and thatching, staring up at the thorned clouds hovering above Ponyville. A young pony—maybe fifteen; he wondered what it was like to be normal at that age—was peering at him, half scared, half curious.

“That was embarrassing.” The Spider rolled onto his stomach, his muscles sorer than they should’ve been, and pushed himself to his hooves. “Ahh, I’m too old for this crap.” Looking at the filly, he held out a hoof. Spider-sense was tingling insistently, and he paid close attention to it. “Hi, I’m the Spider. You wanna get out of here?”

The filly regarded his hoof suspiciously, then gingerly took it. Smiling, the Spider stuck to her hoof and looked up towards the hole in the ceiling, where thick black brambles were already growing across and inside. Stretching his neck until it popped, the Spider dragged the mare after him, ignoring her protests, and jumped up towards the hole.

The mare was a pegasus. He should’ve noticed, but he had been dividing his attention between the memory spider-sense had dragged him away from and the vines that had caused it to start tingling in the first place. As it was, her protests could take the form of panicked flapping in addition to panicked words, killing his momentum, distorting their flight path and getting her wing caught by a stray bramble. Faced with detaching from her hoof or breaking her leg, the Spider let go and sailed through the air until he landed on the roof he had aimed for, where he turned about and saw what had happened.

The mare had, in the second he had been airborne, been dragged into a veritable bush and was becoming increasingly tangled the more she struggled. The Spider automatically launched himself at her, ignoring spider-sense. Always a mistake. Always.

The Spider had reached the newly-made bush and was tearing at a vine before he realized that this was connected to the mess of adaptations that had begun actively following him. This meant, of course (as one vine successfully wrapped around his forehoof and pulled), that it was immune to being destroyed by brute strength. The Spider pulled as hard as he could on his foreleg, managing to drag himself halfway out of the bush before another vine wrapped around his shoulders and dragged him right back in.

“Listen, for future reference!” the Spider yelled, struggling against the brambles. “If someone asks if you want out of a dangerous situation, you say ‘yes!’ Not this halfassed agreement and then freaking out when I try to get you out!”

“I’m sorry!” the mare screamed, half-hysterical as vines continued fighting her. “I didn’t know what you were going to—help!”

“One step at a time!” The Spider put a back hoof on a particularly thick vine and pushed, granting him enough slack to seize a different vine and drag it. He couldn’t tear it anymore, but he could—and did—bury the thorn of one in the trunk of another. Both forelegs now free, he pulled himself upwards and nearly escaped from their grip before another vine shot forward and wrapped around his neck.

As he gasped for breath, fighting all the way as it dragged him back into the bush, Peter looked at the mare trapped with him. Her struggling was doing increasingly little as her limbs became more and more entangled, and (as he tried in vain to unwrap the vine around his neck) a few thorns were beginning to sprout against her skin, drawing panicked gasps of pain. Even through her terror, one eye was focused on him. He almost wished it wasn’t; the fear he saw in it was, as usual, the worst thing he had ever seen.

“Sorry,” he rasped, feeling the vine tighten on his windpipe and the beginning of thorns pressing into his neck. “I’m s-so…sorry…” His vision was clouding over with oxygen deprivation—or was it tears?—as the burning in his chest spread to his entire body. Head was spinning. Movements growing sluggish. “I can’t…God…” Yep. Tears. Running down his cheeks as, even through the haze of half-consciousness, he saw a thin trickle of red seep down one of the blue thorns accompanied by a pained scream. “I…”

A jolt of electricity jumped through the entire maze of brambles, shocking Peter back into consciousness, and suddenly the vine curled around his neck yielded to his prying hooves without any effort at all. As air, cool air flooded back into his lungs and slowed the spinning world to a halt, both hooves reached out, heedless to the graying vines, and found the mare lying on the roof now that the brambles could no longer support her weight.

“You alright?” he asked, pulling out the thorn where it had been just beginning to pierce her side. She shook her head, half-frantic, and the Spider gently pulled her up onto his back and easily tore the both of them out of the dead bush.

“Oh, it worked!” said a voice, happily surprised. The Spider turned his head towards it and found, floating just above the stem most of the bush had originated from, Derpy Hooves on a little black cloud. She looked singed slightly, and the cloud was giving off a hum that reminded him of power lines, but she smiled all the same. “That’s good. Hi, Spidey!”

The Spider gave Derpy a wary look. “…Hi. What’re you doing back here? It’s dangerous.”

“We know! But we decided that since you’re helping and we’re your friend, we ought to help you!”

“We?!”

“It was her idea,” said a voice from below that could only be Bon-Bon. “I didn’t want to come back, but Lyra was all over it.”

The Spider, who had spent this time checking on the filly in his care (“Can you fly?” “…No.” “Didn’t think so. That wound is pretty gnarly.”), glanced up at Derpy, who was glaring down at Bon-Bon. “Okay, Derpy. Could you come and grab (what’s your name?) Sunshower here and put her on that cloud for me?’ As Derpy moved to do so, the Spider shrugged his shoulders to make it easier as he continued. “Once you do that, fly her out of town and don’t come back. Seriously.”

Derpy dropped the filly onto the cloud, in the process pushing a small lightning bolt out the bottom. “Okay. Wait, no. I’m coming back to help you with everypony else.”

“Why?! I don’t need—well—that’s a terrible idea!” The Spider took a second to kick the dead bush off the roof and into the alley below. “You might not have noticed, but Ponyville just became the newest Ivy League town! Ponies all over this town—just like you—are under attack from this stuff, and it keeps adapting! This is so dangerous!”

Derpy put her forehooves on the side of the cloud, ready to push. “That sounds more like reasons to help you than reasons to run,” she said, and flew towards the town’s outskirts, pushing the cloud all the way.

“That doesn’t make any sense!” the Spider shouted after her. “Those are NOT reasons to stick around for any reason! ANY of those reasons are—oh for Christ sakes. You’re all here?”

Five nods, some more eager than others.

“And you all heard what I told Derpy about that idea.”

Five nods.

“…You’re all nuts.”

Turner blinked, looking almost offended. Vinyl and Octavia had no almost to them. Lyra frowned, and Bon-Bon gave a short nod. “Yes,” she said. “Yes we are. But if we’re helping, we’re helping. So tell us how to stay out of trouble while we’re at it, would you please?”

“Those are two—“ The Spider stepped off the roof and landed hard on a small vine that had just been starting to poke through the ground. “Those are two completely unrelated goals! Get out of here! That was the entire reason I got you guys out of your house! You could die, you know that?”

“It’s not that dangerous,” interrupted Octavia, who had the remains of some kind of string instrument balanced on her back.

“Ah hahahahahaha. Did you by chance notice the issues I was having up there?” He pointed towards the roof, then turned on his hooves to face the group at large. “And, and even discounting that, because that vine had a lot of time to adapt to everything I threw at it, the princesses are missing. These things captured the Dawnbringer and the Dreamwalker. Go. Get out of here! If you really want to help me, you can go make those nicknames catch on. I’m kinda proud of them.”

“We could do that,” Turner agreed thoughtfully, sounding almost posh in tone. “Or we could help you by staying here and actually pitching in.”

“I DON’T NEED HELP!”

“I’m afraid I don’t believe you, because I did see your tussle with that bush. It seems rather egotistical of you to claim you can do this on your own, and immediately after Derpy just saved your life.”

“Alright. Fine, that was a lie.” Peter gritted his teeth and squeezed his eyes shut, momentarily trembling. “But…not…from…you. I mean, I’m not dead yet, am I? (Well…not here.) I can do a bajillion things that you just, can’t. This isn’t—This isn’t some casual stroll, this isn’t a hobby or pastime or whatever the heck you think it is. People—well, ponies die. I know you think I'm exaggerating or something, but I'm not. I'm really, really not. You stay and try to help, and it might be you. I don’t want it to be you, any of you!”

“What, and you want it to be you instead?!” Peter turned to face the voice, and when he found it Bon-Bon looked outright angry. “Those brambles almost killed you, and you still don’t want help? How self-centered can you get?”

“How is it self-centered if I’m just trying to keep you guys sa—”

“Nopony should die here. Period. End of story.”

“I think you misinterpreted what I was sayi—“

“Not you, not us, nopony. And I’ll tell you what, Peter—“

“Don’t use my real name, that’s what the mask is for—“

“I’ll tell you what, PETER,” she repeated. “I don’t consider you a friend yet, but Derpy was right.”

“I was right about what?” Derpy asked as she stumbled to a stop, having only caught the last phrase.

“You saved us. You saved us and you don’t even really know us. We’re not leaving.”

The Spider stood shaking with a variety of emotions before he reached a foreleg up and wiped either side of his face with the fetlock. “You’re asking me. To let you die,” he said through his teeth, staring at the ground.

“We are not!” Vinyl countered from behind him.

“We’re asking nothing of the sort!” Octavia agreed.

“All we’re asking,” Turner said calmly, stepping towards the younger stallion, “is to let us help you. You need it far more than I think any of us thought you did.”

The Spider said nothing for a few moments, seemingly content with incoherent noises of mingled annoyance and fear. Then his hoof slammed into the ground. “Alright! Whatever! Be lunatics! But you guys—well, you’ll need weapons. Something that works really really well on vines and stuff.” He rotated a forehoof in a small circle, thinking. “An, an, an axe! Yes! You’ll have to find a house that uses firewood—Sugarcube Corner. Yeah, try there.”

“Why would Sugarcube Corner have an axe?” asked Lyra, tilting her head.

“It’s staffed by Earth ponies, isn’t it? The oven can’t run on magic. Yeah, I did taste wood smoke on some of that food. Wood oven means firewood, means there’s gotta be a way to cut it up, right? It’s probably in a back room or some such. I…can’t think of any other places on the fly. Just places that would need to burn wood. Oh! No, only one or two of you should have axes, they’ll adapt to it.”

“I have this,” Octavia said, brandishing a bow.

“…That’s a violin bow.”

“Cello bow.”

“Right, silly me. Huge difference. Still not entirely sure why you changed the subject though, but good observation!”

Octavia rolled her eyes. “I didn’t change the subject, Mr. Parker. This is my weapon.”

“SAY MY NAME A LITTLE LOUDER! I DON’T THINK THE WORLD HEARD—wait, what? Seriously? Seriously?” he repeated, now facing Vinyl, who nodded with an exaggerated expression. “…O…kay. Well, with ingenuity like that, I’m sure you’ll be fine. Heh. Now, listen. I’m pretty much done with that half of town, but I’ve barely touched this half. Each of you take one street. I’ll take the three nearest the forest. Derpy, you’re on escort duty. All of you. When you save a pony, have them yell for her, and she can—wait, no. Only pegasi can sit on clouds, and they can fly anyway—“

“I can carry a pony!” Derpy piped up. “I’m stronger than I look.”

The Spider stared at her for a moment, before giving her husband a questioning look. “She is very strong,” he verified.

The Spider gave a slow but tentatively sure nod. “…Alright. I’m feeling a lot better about this than I was. For God’s sake—and for Celestia’s, and Luna’s I guess—be careful. If you think something’s too sketchy, holler for me and I’ll be there in two ticks.”

“You will not,” Turner objected. “You’d have to be ridiculously fast to run eight streets in two seconds.”

“It’s a figure of—Y’know what? I’m gonna take that as a challenge. Right! You have your assignments, ladies and germ. Avengers Assemble, I guess.”

“Avenga-wha? What?!” shrieked Bon-Bon as the Spider vanished over the rooftop across the street. “What does that mean?!”

A green-hooded head popped back into view. “It means GO!”

Roseluck had her back to the wall; she had reared up and pressed her entire spine up to her neck to it in an effort to get farther back. Her eyes were too wide to blink, and they stared at the dead-black weed that had overtaken her flower shop and, one by one, choked out her beautiful flowers. The horror of it had nearly driven her to faint, and that hadn’t even been before those monstrous vines had started reaching for her. Now they filled the front room and most of the back, and the distance she had put between them and her—as much as possible—was rapidly shrinking.

Her back door was stuck. She could see vines outside the window holding it shut; she was trapped. She pressed herself further into the wall, whimpering. The light streaming in from the window behind her momentarily had a shadow play across it, and then the shadows of the vines outside vanished along with it, but she had finally squeezed her eyes shut an instant too soon to notice. Tears of fear were forming in her eyes, and suddenly the door next to her cracked open and a hoof found hers.

Roseluck opened her eyes, looking to her left. A brown stallion was poking halfway into the door, grabbing her hoof.

“Run!” he ordered. And they ran.

“Ugh…Bon…Bon-Bon…?”

“Yes, Berry,” said Bon-Bon. “It’s me. Get up, will you? We don’t have time to lose.”

“…Why?” One of Berry Punch’s eyes was shut as she stared up at the confectionist from the floor of Sugarcube Corner. “Wazgoinon? Why’dya have an axe?”

“Because,” Bon-Bon snapped, the axe in question draped across her shoulders and one fetlock in turn draped over it, “Ponyville’s being attacked by evil plants and I’ve finally gone insane, so I’m staying to help evacuate ponies. Now come on.”

“…Where’dya get the axe?”

“It was in the kitchen.”

“…Oh. Makes sense.” Berry laid her head back down, her other eye closing. “Lemmie know how it turns out.”

“Berry! We have to…” Bon-Bon thought for a moment, ignoring the drunken snores. Then she leaned down and whispered in Berry’s ear, “Berry. Colgate’s outside. You forgot you had a date tonight.”

“Wha--!” Berry went from dead asleep to on her hooves and panicking in three seconds. “What?! Oh, no! Bonnie, thank Celestia you’re here. Help me—wait, this isn’t my house…”

“Oh,” Bon-Bon said, chewing on her tongue. “You are dating her. Now I owe Vinyl ten bits.”

“…No I’m not. Why’re you making bets about my love life?! Where are we? What’s with the axe?”

“Sugarcube Corner, which is being attacked by the Everfree Forest with the rest of Ponyville. Now come on!”

The front door was so far untouched by vines. It slammed open and Bon-Bon walked out; she would’ve ran if Berry had been sober enough to walk on her own, but there you are. Half-carrying, half-dragging the drunkard into the street, Bon-Bon looked up just in time to see Derpy flying overhead, a cream-colored mare suspended awkwardly below her. “Derpy!”

One yellow eye found her. The other was admiring an interesting cloud. “Just a second, Bonnie!” Derpy called back, and disappeared from view.

“All that…with cello strings?”

Octavia gasped for breath, reeling in the strings with a bit of difficulty as they were wrapped around some of the sturdier vines and twisted around each other. Most of the vines they had sawed through like a knife through bread. “Yes. Cello strings and righteous anger, yes. Come on…I don’t know your name. But come along anyway. When they grow back, that won’t work again. DERPY, I HAVE ONE HERE!”

“Just a minute! Berry Punch is really heavy!”

Octavia grabbed the stallion’s hoof, dragging him through the gap in the brambles and into the street. “We did not think this plan through,” she said, pulling her bow off her back and swatting a black sprout with it.

Lyra was in heaven. Now that Bonnie had a weapon and claimed (several times) that she was okay, she could take a good look at these vines. Maybe she’d even get the chance to write up her findings and submit it to Bestiary Monthly, so she had to be thorough. Interestingly, the vines seemed to be black all the way through; she had been expecting a lighter interior under bark. The bark itself was thin and translucent, like a madrone tree’s, and it peeled away in layers as the growth of the flesh underneath stretched and split it. In addition to the pale blue thorns sprouting from thicker vines, the occasional bud dotted the limbs, and when she poked one it exploded into shimmering blue dust that made her sneeze.

The dust reminded her that she was supposed to be mad at this stuff. Her eyes narrowing, she adopted an attempt at an angry grimace as she walked through her street, peeking through windows. Presently she found a pony frantically barricading her door, and she reared up and tapped on the window.

The mare’s panicked eyes shot to the window so fast it was a little scary. Lyra smiled and waved, forgetting again that she ought to have been mad, and the unicorn inside waved back after a confused pause. Lyra mimed opening the window and the mare (whose name escaped her, but Lyra had seen her around) shook her head, pointing at the vines crisscrossing the window above Lyra’s head.

Lyra glanced up at them before giving the mare a mischievous grin. Smoothly, she lifted her new spade into view, before planting it on the edge of the window, right at one of the brambles, and pushing. The vine fell away, followed by the next and the next. Then Lyra set the shovel down and smiled again at the mare, who tentatively opened the window.

“This is awesome, isn’t it?” Lyra asked immediately. “Come on! Most ponies are already gone.”

Vinyl slammed the door of the shed, a pair of clippers between her teeth. Golden Harvest. They had spoken exactly once, and it had swiftly become apparent that the only thing they had in common was Derpy as a friend. Vinyl had nearly forgotten about her, but seeing the mare galloping from her house had given her an idea: gardening ponies had all sorts of anti-plant weapon-type things. Only logical.

And now she had one of those weapon-type things. Her teeth clenched tightly on the grip, she glanced around as though looking for some sort of sign pointing at a pony in need. Maybe that’s exactly what she was looking for, but the barely-audible sound of crying would more than suffice. Trotting in the direction of the sound, she slowed and lowered her head as she came to an outdoor table of a restaurant—her favorite restaurant, actually. A pony, no older than nine, was huddled beneath the table, herded to the center by brambles and quietly sobbing into his forehooves.

“Hy,” Vinyl said through the handle between her teeth.

The colt looked up, fixing Vinyl with a teary-eyed but otherwise adorable stare.

Vinyl attempted to smile around the tool, then gave up and spat it out. “What’cha doin’ here?”

The brown colt sniffed. “Hiding,” he said, his voice sounding strained. “I want my mom.”

“Yeah, I want mine too. Not gonna happen any time soo—oh. That was probably the wrong thing to say.” The last half of this statement was practically inaudible over renewed wails. “Okay! Okay, listen, I’ll get you out, and then you can find your mom, okay? Look, here.” Taking the clippers between cannon and hoof, which was just as uncomfortable as it sounds, she cut the two nearest brambles right at the base, then scooped up a dropped, petite propeller beanie and restored it to the colt’s head. “Hey, don’t cry. Your mom’s probably fine. Come on, let’s go find her.”

The colt sniffed again, adjusting the beanie, but then, careful not to touch the brambles, he crawled out from under the table and stood up.

Derpy flapped as hard as she could, her forelegs felt like they were about to pop off, and still the stallion’s hooves were brushing against the ground. At last she gave up, releasing his chest and dropping on top of him. “You’re really heavy,” she panted.

“I am not fat,” he retorted, his voice crisp and precise. “I have very dense bones.”

“I didn’t say you were fat!” Derpy said quickly, lifting her head. “But I can’t carry you. You’ll just have to go by hoof.” Spreading her wings, she darted a few feet upwards and hovered there for a moment like a grey hummingbird. “If you want I can guide you from up here—“

“DERPY!” Yelled Bon-Bon from two streets over. “I’ve got another one!”

“Oh, pony feathers,” she muttered, rising a few feet farther into the air. “Um, okay. Mane Street is blocked, so you’ll have to go down Second, turn left at…um…it was either the flower shop or the spa...anyway, and then turn right at the first alley, or maybe it was the second, and then—“

“DERPYYYY!!”

“Um, I gotta go. I’m sure you’ll be fine! Bye!”

Tick-Tock. Tick-Tock. Tick—

Colgate frowned, her sleep interrupted by her clock’s sudden silence. Opening her eyes, she waited a second for her vision to focus before sitting up. Her clock hadn’t stopped on its own, thankfully, but Time-Turner was gently holding the pendulum, a crowbar between his teeth and his face a wince suggesting that the interruption had been even more unpleasant for him.

“Time-Turner?!” Colgate squawked, pulling her covers up to her neck. “What’re you doing in my house?!”

Turner gave the pendulum a gentle push, starting it again. “I’m so sorry to have stalled your clock, Minuette,” he began, edging the second hand a few inches to compensate for his interference and make it accurate again. “I wouldn’t have barged in like this unless it was important.”

“What could be so important that I need to get up at eleven fifteen and thirty-four seconds?!” She paused a moment. “And why do you have a crowbar?”

“What?” Turner looked down at the crowbar that had fallen out of his mouth when he had started talking. “Oh. I’m using it. See, Ponyville’s being attacked by something from the forest, and I volunteered to stay behind and assist evacuation. Which is incidentally why I’m here! We, um, we need to hurry.” He picked the crowbar back up as Minuette more or less fell out of bed.

“Agh. This sort of thing never happens at a convenient time, does it?” She followed her former classmate down the stairs and towards the window that had been visibly pried open. “And I’m pretty sure the door was unlocked. You didn’t need to go through—oh dear.”

“The door,” Turner replied, shifting the crowbar from his mouth to his hooves, “is covered in these vines. I had been trying to avoid them, but—“ he swung at the limb closest to him. The bar’s fork tore it nearly in two. “It seems that’s not much of an option anymore. Don’t try using your horn; it doesn’t—“

The sound of magic behind him and the creaking of flexing wood, and he turned to see a chair flying at his face. No big problem; he estimated he had two point four five seconds before another vine reached him. Swinging the crowbar, he smashed the chair away with one adrenaline-fueled blow before turning again and neatly swatting another vine off its course towards him. “—Doesn’t work,” he finished. “Step back, please. This will be but a moment.”

Octavia took a deep breath for the third time in as many seconds. Now or never: she broke into a gallop, her hooves pounding against the ground harder and faster and harder and faster, her teeth clamped on her bow. At the end of this sprint was a bench, and her eyes narrowed in concentration without breaking stride. Her left forehoof found the seat, her right topped the backrest, and she launched herself over the bench and high into the air.

She fell short of the window she had been aiming for, but that wasn’t a huge surprise. The cello bow was transferred from her mouth to her hoof and she stretched her foreleg out, the bow hooking on the sill, and when Octavia hit the wall, she stayed there. Hanging onto the bow with both hooves, she pulled herself up with some difficulty until she was hanging from the windowsill, where she paused to rest for a moment, idly staring into the window before reaching a hoof up and hitting it.

Nothing. She squeezed her eyes shut, trying to call forth every spark of the magic in her body before hitting the window again. She heard it crack and pulled her hoof back one more time, and when she brought it hard forward again, it hit—a pony.

“Ow!”

Octavia opened her eyes. “I’m sorry,” she said sincerely as the mare rubbed her shoulder. “I couldn’t reach your door. I’m here to help.”

What her new shovel really needed was sharpened edges. It was brilliant. Lyra could imagine the tool: the Problemsolver 3000, equal parts spade and double-bitted axe. Nothing would be able to stand in its way, and then afterwards you could dig for buried treasure. She resolved to take a grinding stone to the edges of the spade ASAP, but she had no idea where the blacksmith’s shop was—or come to think of it if Ponyville even had a blacksmith. Whatever. Until then, the plain old shovel would have to do.

She had this thought right as the shovel pierced through a large root in the ground, and she lifted it back up, surprised. Then she smiled and drove the shovel back into the hole, slicing at the roots without mercy or hesitation. The large vine, thick as a tree trunk, that she had been digging right next to suddenly sprouted small limbs and reached them towards her, and she ducked around them with a bit of effort as she continued hacking at roots. A small bramble wrapped around the spade’s handle just as it found the main root, and she had hacked halfway through it before it had been pulled from her hooves. Undeterred, she dove her head down and bit the remainder of the root (which probably wouldn’t be too bad if you boiled it, actually).

After a brief pause, the vine creaked and began to fall, already graying. Happily, Lyra picked up her shovel and trotted to the house the bramble had all but engulfed, and the vines that covered the door snapped as she matter-of-factly opened it.

“Hi!” She smiled at the mare, stallion, colt and filly huddled around the table. “Wanna get out of here?”

Yes!

The web of brambles fell away from the door, and Bon-Bon breathed a sigh of relief as she opened it. She’d be lying if she said she wasn’t terrified, and the axe’s effectiveness so far was a great comfort to her. Quickly opening the door, she darted inside and through the (horribly small) kitchen, reaching the living room through whose window she had seen two mares in terrified embrace.

“Excuse me,” she said loudly. When the mares looked up, she pointed the way she had come. “There’s an exit now. Get up and follow me.”

She turned around and froze: a few of the smaller vines had already grown back and were now reaching for her. A shuddering breath as she took a step back, the axe falling from her shoulders.

“On second thought,” she began.

“…Well?” asked one of the mares behind her desperately. “Use your axe or something!”

“I can’t!” Bon-Bon snapped without turning around. “I already used it to get in. It won’t work on the same vines twice!”

The two mares screamed shrilly. Bon-Bon would’ve cringed if her mind hadn’t ground to a halt as one of the vines almost touched her. She took a step back, her eyes darting around the kitchen desperately. A spatula, a cheese grater, some matches for the stove, some silverware, a can of cooking spray—a breadknife. But it was across the kitchen, on the opposite side of the VINES VINES VINES—

Wait…

She dove forward, grabbing the cooking spray in her hoof. The vines curled around and she felt one in her mane; fighting down fear she groped for the matches with her other forehoof. At last she managed to grasp the box and turned around, beholding the vines seeking her out. She leaned back against the kitchen counter, pulling a match from the box and striking it. She should’ve thought of this right away. This worked on spiders she found in the shower, it would work here too.

It worked beautifully. Switching from one vine to the next, she grinned at the way they recoiled from the jet of flame and burned like they were soaked in oil, and when she finally stopped spraying it was only a matter of stomping out the ashes. As she did she glanced back at the mares and jerked her head at the door. “Come on,” she ordered. “And grab that axe, it’s not mine.”

“This is a nice house,” Vinyl commented, staring up at the cottage in question. “I mean, all those vines are kinda ruining it, but still. Not bad at all.”

“MOOOOOM?” the colt called, starting towards the house. Vinyl grabbed his tail to stop him as a vine sprouted a few inches in front of him. Neatly clipping the bramble, Vinyl cautiously took a few steps towards the house when a beige mare poked her head out the window.

“Button?” she called. “Oh, thank Celestia! Button!” One hoof was on the windowsill, but she looked down and cowered a little. “Button, run! I’ll be okay, just run! Don’t—“

“That is kinda sketchy.” Ignoring whatever the colt’s mother was saying, Vinyl reared up on her hind legs, craning her neck. “…HEY, SPIDER-GUY! I NEED A HOOF!”

“Thank you! Thank you, Derpy!”

Derpy laughed as her wings carried her back up into the air, waving at Cherry Berry as she galloped away. “You’re welcome!” she called. “Bye! Stay safe!” Smiling, she turned in midair and started back towards her goal. She was getting really tired by now, but Turner had given her an apple he had found in one of his street’s houses, and although she did feel a bit bad about eating somepony else’s food without permission the snack had helped refresh her a bit. Now she saw a dark green blur streak over two houses and dive into a street, and after a moment’s thought she started floating in that direction.

She flew right over the street without realizing, and when she doubled back she dropped onto the nearest rooftop as she watched the Spider zip into a window and almost immediately zip right back out, carrying a mare knew only by face (the mother of one of Dinky’s friends, if she remembered right) on his back. He carefully landed on the ground and the mare immediately scurried off his back and galloped towards a colt—Button Mash! Yeah, she had seen him playing with Dinky during recess a few times! They had never spoken, but Dinky seemed to like him. She glided down to the ground, trotting a few paces upon reaching it, and waved at Button’s mom as she released her son from a deathgrip-like hug.

“Hi!” she said cheerfully. “I can fly you and your son to the train station.”

The Spider watched Derpy awkwardly carry mother and son out of sight, then leapt for the rooftops and returned to the house he had just finished breaking into. He had been about to search the basement when he had heard Vinyl’s call, and now he threw the basement door open and slid down the banister to find two ponies playing a game of cards.

“Hi there,” he said, stepping off the banister. “Way to stay calm, guys, but I hear actual fishing is better. Hey, this basement sucks. Let’s get out of here.”

The ponies followed him upstairs, looking rather confused, and froze when they saw the torn-apart brambles on the floor. The Spider waited a moment for them to get over the shock, listening intently to spider-sense, before he beckoned them with a hoof and led them out the door. Once they were in the center of the street, he stared upwards and tapped his back hoof absently.

“…What are we doing out here?” one of the ponies asked.

“Good question,” the Spider replied. “Looks to me like you’re standing. In a few minutes you’ll be escaping, but right now your ride’s busy. Just wait a min—“

“Oooooh, look at you! I haven’t seen something like you since old Starswirl tried to discover the secret of alicorns.”

Peter almost didn’t hear the high-pitched male voice over the chaotic shrieking of spider-sense. He gave a sharp cry, clutching the back of his head, and frantically whirled to face the voice. That thing he had seen earlier, that horrific mishmash of animal parts and sentience, was right in front of him, leaning down so that its face was an inch from the Spider’s nose. An amused smile sat on the end of its (Muzzle? Snout?) as it examined him with eyes the likes of which should have been completely blind. Peter recoiled violently, blurting something obscene.

“Hmm, my my my,” the creature said condescendingly. “You’ve got something of a potty mouth, I see. Well, no matter.” It went to pick the Spider up, then there was a crack and it jerked its hand back. “Ow!” it cried, examining the thumb-claw that was bent backwards at an unnatural angle. “That hurt.”

“I’m sorry,” said the Spider, who wasn’t. “My reflexes get a bit jumpy around eldritch abominations who play havoc with my extrasensory danger sense. Rather rude of you, you know. I’m in the middle of using it.”

“That’s no excuse to go around breaking one’s fingers,” it retorted, its thumb popping back into place.

“Well then it’s a good thing ponies in general don’t have them. What the heck are you?”

“Me?” The creature gestured to itself dramatically. “You don’t know? Have you been living under that rock of yours for the last year, or your whole life? Everypony knows who I am. I, the Antithesis of Order, I, the Deacon of Disarray, I, the Spirit of Chaos and Disharmo—“

“Oh,” said the Spider, half to himself, "you’re Discord. The, yeah, the book I read didn’t exactly have pictures.”

Discord remained frozen for a moment, his mouth half-open, before going “humf” and folding his arms, pouting. “It’s rude to interrupt ponies,” he said lamely.

“Why do you care? I’d think you’d love all things impolite.” Then, remembering, he turned back to the ponies he had just saved, and when he saw nothing but a large black vine his eyes followed it until he found them bound together maybe ten feet off the ground. “Ah, crumbs. See, this is what you’re doing to my spider-sense; making it completely useless while it’s busy fidgeting about you. Help me get them down, would you?”

Discord looked at the ponies struggling against the brambles, raising an amused brow as the Spider appeared next to them and started tearing at their captors. “Why? You look like you’re doing fine on your own. Besides, this is funny.”

“It’s gonna be a lot less funny when—ach—when you’re the centerpiece of a sculpture gallery again. Stop struggling,” he added, addressing the ponies he was attempting to free. “You’re only getting more tangled.”

“Oh, the Bearers of Harmony aren’t going to turn me to stone again,” Discord said, with a note of smugness. “I’m reformed. See, I have the Fluttershy Official Seal of Friendship.” He produced an official-looking document that the Spider ignored. “Not to mention I am not responsible for what’s happening now; they have—oops.”

In the face of Twilight Sparkle’s glare, and the dragon’s attempt at one, Discord hastily snapped his fingers and the vine binding the ponies so high off the ground vanished. The Spider yelped in surprise, and as the ponies hastily got to their hooves and ran away, Discord called after them, “You’re welcome!”

“DERPY!” the Spider yelled from the nearest roof, and when the Pegasus appeared a few streets over, he pointed after them. “Two ponies on the run. Guide them out!” He then turned back to the alicorn and the draconequus and leapt forward, landing on Discord’s chest and sticking there. “Good!” he snapped, “now do it again.”

“What?” Discord asked.

“You snapped your fingers and the vine disappeared. Here’s an idea: do that again. For the entire town. For the entire country. If you really claim to be reforrrrmed, why don’t you make yourself useful and save the world, eh, draconequus?” He poked the chest he was sticking to. “Eh, God of Mischief? Eh, half-baked Q wannabe? Why don’t you snap your fingers like him and poof away the problem.”

Discord, who had been staring at the Spider quizzically, suddenly laughed. “Oh, I can’t do that,” he chuckled. “This is already far beyond my not insignificant abilities.”

“Bullsh—“

“Anyway,” he continued, plucking the Spider off his chest and wincing as brown fur came with his hooves. “No luck finding your tree?”

“We ran into some trouble.” Twilight’s voice was sullen. “And my friends decided it would be best if I returned to Ponyville while they continued the search.”

“What? Why?” the Spider asked. “Don’t the Elements need yours in order to actually do anything? (Discord, put me down.) Without the big crown thingy, they don’t do anything, right? You need all six. (I said put me down.) Not to mention you’re kinda all-powerful, aren’t you? I mean, powerful enough to become a demigod thing, so…okay, I mean it. Put me down!”

As Discord continued to ignore him as he was held upside down, Twilight sighed again. “Equestria will need me if the princesses don’t return.”

“I’m surprised you agreed to their plan,” Discord said, and even with spider-sense continuing to uselessly flail, the tone of voice put Peter even more on his guard. “I never thought you’d be the kind of pony who would think she was better than everypony else.”

“I don’t think I’m better than anypony else!” Twilight protested.

“Hah!” laughed the Spider.

“Hah!” agreed Discord.

CRACK

“Ow!” Discord cried, even as his claws returned to the correct positions. He glared at the Spider as he landed, then returned his attention to Twilight. “Here you are, choosing sit on your precious princess flank while your friends choose to thrust themselves into harm’s way.” He floated over to her side, flexing like a wet noodle. “Oh, but don’t worry. I’m sure you’ll all be the best of pals again when they return from their terrifying yet deeply bonding experience that they’re having without you.”

“That’s not what I was laughing about—“

“I should never have agreed to come back here,” Twilight said to herself.

“Come on, Twilight,” the dragon said. “Discord may be reformed, but he’s not that reformed. He’s just trying to get under your skin, and as for that pony, you can’t trust him! You don’t even know him!”

Twilight chewed her lip for a second, thinking. “He’s right, though,” she said finally. “The Elements don’t work without all six. I need to go back,” she proclaimed, addressing all three of the others.

“But it’s dangerous!” the dragon cried. “I mean, more dangerous!”

“I know. And that’s why—“ she pointed at the Spider. “—you’re coming with me.”

“Hmm?” The Spider, who had been examining the next house on the street, glanced at Twilight. “Oh! I—I can’t. There are some ponies still in these houses; I need to get them out and away. I’ve only got a few houses left on my streets, so if you’re willing to wait a minute or two—“

“I’ll help you with the last ones,” Twilight said as she approached him. “You were right. Somepony needs to pull them out of the fire. But then, I have to go and extinguish it, and I’d really like your help.”

The Spider paused, but only for a second. “Yes, Your Majesty,” he said. Then he leapt upwards and through a second-story window.

Twilight was already inside, the bright light fading as the Spider landed. They both glanced about the bedroom, the Spider stooping to check under the bed, and then there was a quiet “aha”; a filly and her father were hiding beneath it.

“Hide-and-Seek?” the Spider asked. “I think that only works if the Seeker has eyes.” The father shrank back from him, a foreleg draped over his daughter protectively, and the Spider glanced up at Twilight. “Yeah, you do this one. Ponies like you.” He moved out of the way as Twilight kneeled down and smiled at the dad.

“Hi,” she said. “We’re here to help. Come on!” She stood up as they crawled out from under the bed. “Are there any other ponies in this house?”

“No,” the filly said. “Just me and my dad.”

“Well, get on my back,” Twilight said, lifting her wings accommodatingly. “I’ll get you and your dad to—where?” she asked the Spider, who was using a piece of broken glass to cut away the vines that had begun growing through the broken window.

“We’ve been having Derpy drop them off at the train station,” he said over his shoulder. Twilight nodded, and then she, the filly, and her father vanished in a flash.

And so it went. One house, two houses, three houses, four. In the third, pollen had permeated the rooms, forcing Twilight to proceed without magic. In the fifth a mess of brambles already adapted to brute force had left the Spider’s left foreleg badly scratched before magically conjured fire had reduced them to ash. Through all of this not much was said, save for a collection of sarcastic, slightly amusing comments from the cloaked stallion and a series of smiling reassurances from the mare. They were both too busy saving ponies, and also silently examining each other’s respective mannerisms, to hold much real conversation.

At last, though, the final house was empty, and Twilight flashed back into existence on the street, having deposited the last three ponies on the train station’s platform. She looked around, searching for the Spider before he suddenly seemed to appear beside her.

“Sorry about that,” he said casually, trotting in a circle around her. “I was letting the others know that I was headed off with you, so I won’t be around to bail them out. Shall we go?”

“Let’s,” she replied, levitating her dragon onto her back and starting to gallop towards the forest. The Spider jogged next to her for a moment—jogged, to her flat-out run—before taking a deep, bored breath and suddenly ducking under her. “Ach!” she cried, and then she found herself moving impossibly fast, bouncing on this stallion’s back as the forest on either side of them stretched into a dark green blur.

The Spider, for his part, focused on breathing. His lungs were starting to burn, his legs growing heavy, but he narrowed his eyes and took the best breath he could with his lungs lodged between two mighty pistons. In, two three, four. Out, two, three, four. In, two, three, four—

“There’s a—“ a bug flew into Twilight’s mouth. She gagged a moment before trying again. “There’s a bog coming up!” she said into his ear. When she looked ahead, she could already see the acidic colors rushing forward to meet them. “You’ll have to—“

“I see it,” the Spider gasped. Jump.

The leap carried them all the way over the corrosive-looking pit, lifting Spike a few inches off Twilight’s back and allowing Peter a moment to breathe free. But then his hooves hit the ground on the other side with room to spare, and the dragon landed safely between her wings, and the Spider began to run again.

Twilight glanced behind them, watching the fifty feet of bog rapidly recede into the distance before turning back to the front. She should have asked at the very beginning: “…So, what are you, exactly?” she inquired.

Peter considered the question for a moment. “I’m a lot of things,” he answered finally. “Maybe later, I’ll tell you about a few of them.”

Turner gasped for breath, one hoof on his crowbar. “Is that—is that everypony?” he asked between gasps.

“I think so,” Bon-Bon replied, shaking her unpleasantly light can of cooking spray experimentally. “I really, really hope so.” She set it down and glanced around. “We’ve reached the end of the street,” she said, her voice regaining its sarcastic edge. “That tends to mean there aren’t any more houses, so I’d say yes. That would be everypony.”

Turner’s crowbar hit the ground. “Oh, thank Celestia,” he said. “I didn’t know how much more I could—“

Vinyl’s voice interrupted him. “GUUUYS?!” it said. “I COULD USE SOME HELP HERE!”

Turner groaned, picking the crowbar back up. Bon-Bon hefted her axe, and the both of them galloped towards Vinyl’s voice.

“There’s the princesses’ old castle,” Twilight said after a while. “I don’t know where—look out!”

The Spider had already stopped running, even going so far as to stick to the ground to decelerate, but all that meant was that hoofprints worth of dirt came with him as he skidded right over the edge of a ravine. He felt Twilight leave his back as her wings unfurled, and then he felt her forelegs around his chest and he slowed as though a parachute had been deployed.

“It’s alright,” she said in his ear. “I gotcha.”

Panting, the Spider looked down at the floor of the canyon, maybe a hundred fifty feet beneath him. “…I could totally have survived that fall,” he concluded.

“Not without a lot of pain.”

“Nuh uh. I can jump like half that!”

“You would’ve hit the other wall.”

“I would’ve stuck and you know it.”

“Do you want me to drop you?”

“Oh, hey, glowing.” The Spider was staring off to the left, at a cave leading underneath the ruins of the castle. “Think that’s where your magic tree thing is?”

Twilight scrutinized the glow thoughtfully. “…It’s as good a place to start as any,” she decided aloud. Banking in that direction and gliding towards the ravine floor, she dropped the Spider when they were about five feet off the ground and awkwardly landed a few meters beyond. After a moment’s hesitation, she cantered into the shadows of the cave. “Girls?” she called. Her voice echoed off the cave walls.

“Twilight!” The voice could only be Rarity’s, and indeed she appeared around a bend a moment later.

Applejack joined her, her mouth widening into a smile the moment her eyes appeared. “Twilight!” she repeated Rarity’s exclamation, then added, “Am Ah glad you came looking for us.”

Dash darted around the corner after her, hovering in midair. “We found the tree,” she said, “but it’s in trouble.”

“Hurry!” Fluttershy was barely audible from so far away. “I think it’s dying!”

Twilight galloped around the corner. After a brief pause, there was a small thoom and the Spider was suddenly beside her, drawing her flinch. She glanced in his direction—he was just inside her periphery—and waited for a sarcastic comment. None came; instead there was a whisper of “Oh, wow…”

Wow indeed. The Tree of Harmony was like an oak of brilliant crystal, white and shining and radiating an aura of welcome. Five main limbs branched out from the trunk like a jagged star, or Electro’s old mask from before he became what he became, and a six-sided star sat dead center between them. A day ago it would have been glorious; they would have felt honored to be in its presence. Today, though, each and every limb was wrapped in vines of dead black, and the tree looked to have been caked in sickness.

The Spider gave a nod, introducing a new thought as though it was the end of the previous. “…Yep, it is definitely dying. Well spotted.”

Twilight looked at him with an expression of utter contempt. He caught the look in the corner of his eye.

“Oh, what?!” he cried. “You were thinking it too. It’s not like saying it out loud makes it worse. At least we know what the problem is. So save the tree, save the world, is that how this works?”

Twilight racked her memory. “Even without these elements,” the alicorn—not a princess, maybe not even calling herself Celestia yet—said, “the Tree of Harmony will possess a powerful magic. As long as that magic remains, it will continue to control and contain all that grows here.”

“Yes,” she said. “…And I know how to do it. We have to give it the Elements of Harmony.”

A flicker of blue above them, and Rainbow Dash chuckled nervously from her position in midair. “Whoa, whoa, whoa, heh. How are we supposed to protect Equestria without the Elements?”

“How are we meant to reign in Discord if we can’t use the Elements to turn him to stone?” Rarity added.

“I feel like I’m not even here.” It wasn’t really a complaint, judging by his tone, but it did get the girls’ attention. The Spider gave a small nod at nothing. “I’ll take care of that stuff. It’s what I’m for.” He took a few steps forward as Applejack began saying something to Twilight, focusing on his spider-sense. The vines were…hostile, he thought. More than they had been. Perhaps they realized that the objects of their demise were near. They shifted, nervously almost. Their ends, the slight tingle in his head pointed out, were perched on top of their coils, and focusing on them made the hairs on the back of his neck stand up.

A throat was cleared behind him. “Um…Spider?” His ear, the one that a rip in the sheet had exposed, flicked in response. “Ready?”

“Hmm? Yeah. Sure.” Spider-sense seemed to settle slightly as the vines shifted backwards a little.

“Everypony ready?” Now Twilight was addressing the Element Bearers, and five voices said “Ready!” in response.

The beating of large wings behind him and the subsequent shifting of the brambles on the tree, and suddenly Peter’s mind was clear. Three of his hooves, all but the right front, slid outward and his muscles tensed.

Spider-sense rang hard, two vines jumped towards Twilight, and the Spider intercepted them in midair.

Twilight blinked, leaning backwards slightly where she hovered, then followed the brambles upward. The Spider was sprinting backwards on his hind legs, the vines clutched under his forelegs, across the roof of the cave. “I got it!” he called down. “Just keep working!” He tied the vines together on the far side of a stalactite, then dove forward and intercepted a third. “Hurry!”

“Gah, thanks,” Vinyl grunted as Bon-Bon pulled her with both forehooves out of a very small window, moments before brambles that were immune to both axes and crowbars grew over the space. “Oof,” she added, flopping onto the ground.

Turner glanced down the street. “Was that everypony on this street?”

“Think so,” Vinyl said without getting up. “I think I left my clippers in there. Pluck.”

“Watch your language,” Turner said sharply, then looked at the vines that had just began rounding the corner. “Oh…Four seconds. Vinyl, get up, that was my street, they’re immune to this thing. Bonnie, one seconnnd…!”

The axe went through the end of the first vine and stuck in the wall. Bon-Bon pulled it out with difficulty, but then another bramble wrapped around the handle and jerked it away. Falling onto all fours, her bravado evaporated and she turned to run. Vinyl and Turner sprinted just ahead of her until they reached the end of the alley, where with a chorus of gasps they realized that they were virtually surrounded by brambles.

It took a second for Lyra to realize she had reached the end of the street, and she blinked in confusion, scratching her head with a hoof before breaking into a smile. “Awesome!” she said to nopony in particular. Turning, she happily shouldered her spade and began to saunter away—where to she would figure out later—when she heard what sounded like a scared cry in the distance.

The spade dropped. “Bonnie?!” she screamed in that direction, and after a moment sprinted in that direction anyway. Two streets away she found Bonnie (and Vinyl and Turner) in the center of a veritable cage of black and thorns. Immediately—too immediately—she dove forward, tearing at the offending vines with her teeth, her horn, the clefts in her forehooves. She had dropped her shovel. Why had she dropped her shovel?

The vines were growing faster than she could rip at them, although that’s faint praise indeed: almost immediately she stopped being able to damage them at all. Through gaps in the black hedge she could see her love’s terrified face, and reached a foreleg through in a vain attempt to reach her.

The vines closed together, trapping her leg between them. Of course they did.

Octavia was bleeding; even worse, she was offended. As she almost strutted out of her final house, nose in the air and bow in her mouth, the pony she had just saved galloped down the street and she followed her with her eyes. She reached up and took her bow in her hoof, waving it in the air. “Derpy!” she called, her accent momentarily slipping. “My last one is over here!”

The pegasus appeared above the rooftops, her wings beating tiredly and her head sagging, but wild panic in her eyes. “Octy, can you do it?!” she called back. “Timey and the others are in trouble!” Without waiting for a response, she darted away.

“Right.” Octavia blew her bangs out of her eyes. Turning towards the mare’s path, she started trotting. “All the others. Of course.” The trot became a gallop. “Because things could always stand to be more dir—oh.”

She rounded a corner to see that one plant had bloomed into a large folded leaf, and some sort of gas was spewing from its center. It seemed to look at her.

“Oh dear.”

“No, no, no. No, Derpy, please no…”

If Derpy had heard her husband’s pleas, gasped through a windpipe constrained by vines, she gave no indication. Instead she kept trying to push brambles out of the way, clearing a hole in the roof that had formed above him even as it shrank. He lay on his back, pinned down by perhaps dozens of black branches and practically strangled by a particularly tight one, watching the love of his life continue to try and tear him out of his bindings, and slowly he became aware that one vine above her had grown a large, jagged leaf, creased in the middle like a flytrap. He had never seen it before, but he did not like the way it—and two others—began to bear down on her.

He was no longer capable of forming words loud enough to be audible, so he struggled to loose one foreleg—just a hoof—anything to point over her shoulder and alert her to the plants. Nothing doing. His vision started blurring as some sort of gas began to spray from the leaves. Derpy blinked in surprise as an odd smell reached her nose, and then her eyelids began to droop…

A surge of magic, every color any of them had ever seen and several they would never see again, hit all six like a train. Vines disintegrated as it reached them, letting Turner draw breath in a gasp, releasing Lyra’s foreleg, rendering Derpy and Octavia fully awake and knocking them all several feet in the opposite direction of the Everfree. Lyra smacked headlong into Bon-Bon as she flew, and immediately grabbed her around the middle and didn’t let go.

After a few moments they realized the blast had passed, and after a few more they realized it had taken the brambles with it. Vinyl sat up gradually, one eye visibly blinking through a half-shattered lens in her sunglasses, and looked around.

“…Um, what just happened?” she asked. “Did we win?”

“…Huh.” The Spider got up. “I think I just tasted colors. Oh.”

If the tree had been a sight before the blast, it was nothing compared to how it looked now. He thought he could see power flowing beneath the pearly bark, and light seemed to pour from its newest decorations—six gemstones; a balloon, a butterfly, an apple, a bolt of lightning, a diamond, a six-pointed star. The calm, welcoming aura it had radiated had intensified: perhaps for the first time since he had arrived, Peter’s spider-sense was utterly silent, and the frenzied thoughts of terror and rage lurking just beneath his more deliberate thoughts had calmed. He became aware he was exhausted.

After a moment, two clusters of vines at the tree’s base began to dissolve. Beneath them, Celestia and—he hadn’t actually met her, but this was probably Princess Luna—lay asleep, but even before the brambles had cleared away entirely their eyes began to open.

The Spider was at Celestia’s side immediately, almost reflexively helping her up. He momentarily flickered to the dark blue alicorn, doing the same with her, before returning to the taller one. “Are you alright?” The question was automatic.

“Yes,” Celestia said, and then focused on him and broke into an involuntary guffaw. She covered her grin with a gold-shod hoof, suppressing her snickers, then cleared her throat and started again. “Yes, I’m fine. Thank you…Spider…”

He shook his head. “Just the Spider. Couldn’t think of anything better, not on the spot.”

A large hoof gave his shoulder an almost parental pat. “I daresay it’ll grow on you.” And then she stepped past him. “Twilight!”

“Celestia!” Twilight hurried forward, beginning to bow, but Celestia intercepted her and enveloped her in a quick hug. After breaking it, Celestia glanced at each of the other Bearers, and after a moment she seemed to notice that the gold chokers around their necks were empty.

She turned, observing the newest addition to the tree, before turning back to her pupil. “I know how difficult it must have been for you to give up the Elements. It took great courage to relinquish them.” And then a sound, like magic mixed with growth, reached her ears and she turned back towards the tree.

A large flower had sprouted, grown, and bloomed in less than five seconds. In the center of the petals was a crystalline blue box, a keyhole on each of the upper faces. All stepped closer to it, scrutinizing it carefully.

“Six locks. Six keys.”

“Wanna try picking them?” the Spider asked suddenly. “Shouldn’t be too hard. I’m gonna need a hairpin.” He plucked one out of Twilight’s mane, pausing to apologize at the “Ow!” this provoked, then carefully inserted it and a small twig he had found into the nearest keyhole. After a few moments he felt a tumbler start to move, and then a surge of magic jumped up the hairpin and stick, incinerating both. “Ow, God!” He blew on his smoking hooves. “Ah, kay. Seems you actually do need the keys.”

“I hope you weren’t expecting differently.” This comment was from Luna.

“No, not really, but there’s no shame in trying to avoid a scavenger hunt.” He shook his forehooves, clearing them of remaining smoke. “So now what?”

“Now?” Twilight thought for a moment. “…I guess I’ll just have to find the keys.”

“Not alone.” Celestia’s horn glowed for an instant, and then in a flash of light their surroundings changed to the center of Ponyville.

“Ach! Again with the teleporting! Couldn’t we just go for a nice walk through the Everfree next time? I like walks. Oh, hey! Bonnie, don’t throw all the rocks at him, I want a turn!”

“Well!” Discord snapped, as another rock bounced off his temple and he darted to a higher point in the air. Below him, Bon-Bon was scooping any stone larger than a pebble off the ground and hurling them up at the draconequus. “With Miss Bon-Bon here it makes sense, but we were getting along so well. It really is uncharitable of you—ow—to stoop to such lows over a harmless prank.”

“That...jerk!!” Bon-Bon screeched, lobbing still another stone and missing. “He was the cause of all this! Get down here, you plucker! Where’re the Elements?! Do the petrifyey thing again!”

“Actually, that’s an excellent question.” Discord snaked down to Twilight’s level, examining her tiara. “Where are those little trinkets of yours?”

Applejack sighed. “Gone.”

“Gone?” he repeated, eyes and grin widening. Another rock hit the back of his head. “Ow!”

“Don’t get too comfortable,” the Spider warned, his smile audible. “As Bon-Bon is so helpfully demonstrating, we can still stone you the old-fashioned way.” The amused tone vanished. “What did she mean you were the cause of all this?”

Discord folded his arms, grimacing. “If you’re going to make puns like that—ow—I’m not telling you.”

“Discord.” Twilight’s glare could light a candle at five paces.

“…Oh, why should I try to explain it when you can see it yourself?” A flask hovered into view, a few ounces of a milk-white potion inside it. Twilight took it in her magic and, after an instant’s hesitation, drank it. As her eyes glowed white and began moving from place to place as though observing something only she could see, Discord continued. “Well, obviously things didn’t go according to my original plan. My plunderseeds should have stolen the magic from the Tree of Harmony and captured the princesses before they even were princesses. Alas, it seems the tree had enough magic to keep the seeds from growing up big and strong. Until now, that is.”

Twilight’s eyes cleared. If her glare had been intimidating before, it was downright terrifying now. “You realize,” she snarled, “that this is information we could have used at the beginning?!”

“And rob you of a valuable lesson about being princess?” Discord bent down, pinching her cheek. “What kind of friend do you think I am?”

“A bad one,” the Spider snapped, shaking in barely restrained rage. “A really bad one.The kind that lets an entire kingdom come under attack, and allows his ‘friends’ to risk their lives, for his own entertainment.” He reared up to gesture vaguely at Discord’s entire form and posture. “How can you just sit there and smirk?! How can you possibly think there’s nothing wrong with this? What if they had died?! What if your precious Fluttershy had been killed as part of your stupid game?!” Discord’s smile vanished. “Yeah! Not so funny now, is it?! You can’t—just—Graaaagh!”

He stopped ranting as Celestia’s hoof was set meaningfully on his shoulders and took a few deep breaths. Then he looked back up at him, drawing himself up to his full height (which was, in fact, slightly shorter than the average stallion). “You’re an asshole,” he said calmly. “I think you ought to be arrested or your tax rates should go up or something. Got any ideas, girls? Princesses?”

“I’d love to offer some,” Luna said, giving Discord a withering glare. “But I’m afraid I have business to attend to in Canterlot.” She didn’t so much disappear as dissolve, a plume of dark blue light surging toward the castle that Celestia watched go.

The alicorn in question turned to the the sheeted pony continuing to glare at the draconequus. “Please stop trembling, Spider. While I won’t say he doesn’t deserve some form of punishment, I honestly think that question of yours might have been enough.”

Indeed, Discord was now staring at Fluttershy, who was hovering level with his head and fidgeting beneath his increasingly horrified look. After a few moments, he closed his mouth and looked away, then mumbled, “I’ll...go help clean up.” He snapped his fingers and vanished.

Celestia looked up and her horn shone, the sun above rapidly drifting west until it sank below the horizon, before slow hoofbeats drew her attention down the street and she smiled. “Oh look, Spider. Your adoring crowd has arrived.”

The Spider followed her gaze until he saw maybe dozens of ponies farther down the street. Their gaits were cautious, not quite sure if it was truly safe, and then a few of them glimpsed the cloaked stallion and smiles began to break out, hooves accelerating. He dropped back onto all fours, taking a nervous step back as exclamations of thanks started leading the crowds down the street. Celestia’s smile shrank to nothing as the Spider took another step back. Then he turned a bit, and a dark green blur flashed down an alley, up a wall, and vanished.

“…”

“…”

“…”

“…”

“…I want a milkshake.” Four—well, three and a half—pairs of eyes drifted to Lyra, who sat slumped over the table, leaning her face on one hoof and her eyes almost shut.

After a moment Derpy gave a halfhearted nod, one wing draped across Turner’s back and a brown foreleg in return draped over her shoulders. “Me too. A milkshake would be nice right now.”

“Mmm.” This was from Vinyl.

“Think the waiter’s gonna get back any time soon?”

“…No.”

There was a long, tired pause.

“I hope the owner doesn’t make me pay for the window,” Turner said, although judging by his voice he was too exhausted to care much. The front window of the restaurant had been smashed by a crowbar. “It was the only way past the brambles.”

Octavia shrugged. “You can afford it.”

“I don’t want to be able to afford it. I hate my savings.”

“You keep saying that,” Vinyl remarked, drily but tiredly, “but you never wanna give them to me. I wouldn’t care where they came from.”

“Please shut up, Vinyl.”

An even longer pause.

“I hope Bonnie gets back soon.”

“Maybe we should’ve helped her throw rocks at Discord.”

“That sounds like fun,” Lyra said halfheartedly.

“That sounds like moving,” Octavia contradicted. “I’m too sore to move.”

“Mmm, yeah.”

A still longer one, punctuated by a yawn.

“I think I’m gonna fall asleep right here,” Vinyl said, laying her head on the table.

“I think I might do that too,” Derpy agreed.

“That,” Octavia said, her eyes struggling to stay open, “is the best idea you’ve had today.”

“That’s rather faint praise.” Time-Turner’s head was drooping ever closer to the surface of the table. “Today just started three minutes and eight seconds ago.”

“Do shut up, Turner…”

Ponies trotted through the streets. Some smiling, some laughing, all glad to be coming home. It was the hours after a crisis averted; the time that the danger had passed, and the world had stopped trembling on its axis, and ponies could finally exhale after a long-held breath and smile again.

Celestia wondered, as she wandered through the streets magically unnoticed, if these were the thoughts that ran through the head of Pinkie Pie. She herself had never borne the Element of Laughter—the one time she had needed to, she had failed it utterly and completely—but the desire to see her subjects happy burned in her heart with the heat of her mother the Sun. And in the times when she fell short—when her little ponies lived for a time in fear or sorrow—she thought she understood what it might feel like to be burned.

Even now, as she watched the fear and sorrow leave their eyes, there was still a small pain like heat in her heart. Her newest subject**, judging by the way he had run, was very unhappy. Celestia doubted she could offer much to cheer him up—but even a shoulder to cry on, she figured, would be welcome.

Her thoughts were momentarily interrupted as her hoof caught on something. For a moment, a terrible moment, she thought that one of those vines had survived and was attacking her, and her gaze jolted down even as her hooves reared up. Her heart calmed: a tattered green bedsheet lay beneath her in a heap. As she lowered her hooves, wings folding back into rest, her horn brushed past a cord and she glanced upward with her eyes. A white clothesline vibrated like an undertuned guitar string. Clipped to it with a clothespin was a shiny gold coin.

Celestia laughed. Stepping over the sheet she cantered toward the inn, taking note of the broken second-story window. Excellent. Now she wouldn’t have to lower the concealment spell and draw attention to both herself and him. Perhaps it wasn’t for his sake as much as it was for hers. She loved being able to walk among her subjects without being seen as a being of wonder and majesty, and the fact that she could only do that by not being seen at all did nothing to dampen her spirits. She brushed a hoof over her golden collar, checking that her present was still tucked away there, before smiling in satisfaction and trotting into the inn.

Peter, when she entered his room, was sitting on one of the two beds with his back to the headboard. He had showered; his mane was still damp. His face had been in his hooves but had risen the instant she had walked in, and his eyes travelled to the door as it seemingly closed of its own accord. Although the narrowing of his eyes was clearly more in confusion than suspicion, she saw no reason to keep him in suspense and lifted the spell. His brow rose sharply. On a pony, she decided, that would look extremely silly with eyebrows.

“Oh. So you can turn invisible too.” His hooves lowered completely, scooching him into a more comfortable position. “Yeah, you say unicorns don’t have an edge, but maybe it’s just too sharp an edge for you to see. What I wanna know is why unicorns do their own work where there are perfectly good slaves everywhere they look.”

“Unicorns can’t do that,” Celestia corrected, approaching the wall opposite the bed. “Just me. And it’s not exactly invisibility; I just…trick ponies into ignoring me.”

“Arguably. Even. Worse. That is low-level mind control, that is.”

“It doesn’t hold when I draw attention to myself.” Perhaps Celestia shouldn’t have found Peter’s aggravation funny…but she did. She also knew, however, exactly what it was concealing. Leaning forward from where she sat, her face adopted an expression of concern. “Are you all right?”

“Peachy.”

“And that’s why you ran away from the other ponies when they came to thank you.”

“Eeeeexactly!” Peter declared, jabbing a hoof in her direction. “I don’t need their congratulatory nonsense. My ego’s big enough as it is! I got fricking John Carter’ed in another dimension because of my greatness. Besides, I can’t stand groveling.”

Celestia tried to determine if he was joking or just lying badly. It probably wasn’t the former, because he wasn’t following up with anything, but it probably wasn’t the latter because Peter was generally excellent at lying.*** She wondered if he himself knew which it was. Rather than ask, she simply noted: “You’re trembling.”

Peter looked at his forehooves, which were indeed trembling slightly but uncontrollably, and clasped one over the other foreleg’s cannon. He sat up a little straighter, turning a little to the side, his head drooping slightly and his eyes staring at nothing.

“Peter?”

“I can’t do this.” Peter shook his head, and didn’t stop for a few seconds. “I can’t—I’m gonna mess up. I’m gonna mess up.”

He clearly had more to say, but just as clearly wasn’t going to divulge without a push. Celestia prompted: “Mess what up?”

“Everything!” Peter unclasped his hooves and threw his forelegs forward in a grand if frantic gesture. “This life, this world, these ponies—it’s already started! Those six—not the Bearers, the other six—Lyra, Vinyl, Octavia, Bon-Bon, Derpy, Turner—they came back. I didn’t need help! They might’ve died!” Peter had stood up now, and was pacing across the bed frantically, always looking toward Celestia without meeting her gaze. “I—I only talked to them once! And they were already tripping over themselves to risk their lives, just because I was doing it! I’ve been here for what, a day? Thirty hours, tops? And I already set my—I was gonna say friends, but, I dunno—I’ve already set them up for ruin! Why did you bring me here?! I am going to ruin everything!”

His rant ended, more out of having become aware of himself and shut up than having run out of things to say. He stood on the edge of the bed, his eyes and face downcast, taking deep breaths when a gold-shod hoof lifted his chin until his eyes met Celestia’s.

“Peter Benjamin Parker.” Her eyes and voice had both hardened, and she spoke with a sternness a mother reserves for a rebellious child. “You are one man. One very. Young. Man.” Her eyes softened ever so slightly. “No one can ‘ruin’ an entire world on their own, do you understand? You are not the only cog in the machine. You did not make those ponies stay and risk their lives. They came back to help their friend.”

“That’s not a good thing,” Peter whispered, his voice almost pleading.

“Well then what is it? It’s certainly not a bad thing.” Celestia took her hoof from his chin, forming a reassuring smile. “You can’t support the weight of the world on your shoulders, Peter, not alone. We’ve seen how that ends. You need the friends that will have you. And if they’ll come to the aid of their friend as they did today, that is their gift to you. Don’t you dare consider it your sin.”

Peter looked down and licked his upper lip in contemplation. After a pause he nodded and said, “I’ll…try to keep that in mind.” He looked further down at his own hooves, then almost self-consciously stepped off the bed and onto the floor. Almost immediately a white wing was draped over his shoulders, and after a moment a strip of fabric floated down and into view.

It was a shirt collar of very dark blue, the kind you might see on a dress shirt. Two buttons adorned one side and two buttonholes the other. After another pause, it drifted behind him in a golden mist and began to button itself between his collarbones. Sitting on the floor, he stopped the fussing with his hooves and buttoned the lower button on his own. The upper button remained deliberately undone.

“And as for the rest of Equestria,” Celestia continued in a far lighter tone, “I think it will rather appreciate your presence. A genuine superhero? A scientist of your caliber? You have a lot to offer this world, Spider-Man.”

“Yeah, yeah.” Peter chewed his lip, folding down the token scrap of clothing into a presentable appearance. “If that’s not canned pep talk, I don’t know what is. I’ve only got the barest idea what this universe’s rules are. It’s gonna take me forever to get to poking at it with a stick.”

“That could be a complication,” Celestia granted. After a moment’s thought she suggested, “I don’t think I’ve ever seen brambles like that before today. If you want to poke at something, you might consider starting there.”

Peter’s head lifted, and after a moment his eyes lit up. “Hey, yeah!” He galloped out from under the princess’s wing, sliding to a halt just in front of her. “Those things were incredible! I’ve never seen something grow that fast naturally.” As he started for the door, he added, almost to himself, “Unnaturally I’ve seen all the time, but those didn’t look tampered with! And the way that pollen could screw up unicorn magic? How did it do that?! That was awesome! I mean, no offense, but—well, you know.” By now his voice was coming from the lobby downstairs and moving towards the outside. “And that adaptive ability! I’ve only seen mutants do that! A mutant! Oh yeah, I am so looking at this under a micro—oh right, they dissolved. Ummm, oh. Hey, Discord! Where are you; I need a favor!”

Sitting in the hotel room, Celestia chuckled to herself. Then she looked toward the broken window, still smiling. From the outside, one would see a glowing golden mist streak out of the hole in the glass and drift carefree towards Canterlot. Down the street, a beige Earth pony yelled for a draconequus and muttered excitedly about what plunderseeds could do.

His name—

He couldn’t remember his name.

The stallion staggered down the alley, flanked on both sides by brick buildings several stories high, his eyes downcast and staring at the cement beneath his hooves. Hooves. That didn’t seem right; but he couldn’t remember why.

He turned the corner into the street almost automatically, and when he glanced up it was into a large window across the street. A faint glow like a furnace was visible through the window, but he thought he could see the ghost of his own reflection in the pane.

He sneezed. He had done that a lot since he had woken up, and every time a burst of glowing gold fog had exploded from his mouth and nose as it did now. For a second the reflection across the street had color and definition—and a pair of pale blue eyes seemed to jump out at him.

He gasped, recoiling and falling backwards as the light source drifted away and the reflection lost form again. The stallion remained staring at where he had seen the eyes, deep breaths calming him slightly. They looked like they had been stolen from a different species. They looked wrong. He wasn’t stupid, he knew they were his own…but all the same, he would be perfectly happy if he never saw them again.

The door next to the window opened. His stare moved to it as a very large stallion stepped a few paces out and looked at him. “Ah thought ah saw somethin’ out here,” he said, and the stallion couldn’t remember why he thought this was strange. “Somethin’ wrong?”

He considered his answer, his tongue between his teeth. “Aoh dohn—“ He stopped. It was like his lips were attempting to reach positions beyond their range. His forehooves moved to his snout, feeling its shape almost experimentally.

The stallion looked curious. An enormous forehoof reached up and unconsciously adjusted a pair of goggles resting just above his eyes. “Are ya alright? Did somethin’ happen to you?”

He tried again, his surprisingly deep voice vibrating in his throat. “I dn’t…remembr. I dn’t—I don’t remember anything.” He lowered his hooves, his eyes straining as though to illustrate his mind’s efforts. “I woke up in an alley—a few hours ago, maybe—that’s all I know.” His right forehoof ran through his mane, stopping abruptly at the base of a growth on his forehead and feeling its way up it to a point.

“There’s a hospital thataway.” The stallion—a blacksmith, it seemed—pointed down the street. “If ya want I can take ya there—“

“I don’t need a hospital!” The reaction—angrily springing to his hooves and snarling the protest—was automatic, and the blacksmith leaned backwards, surprised.

“Well, if yer sure…” He still looked worried. “Ah don’t know how else I can help ya, tho.” He gestured at the residence he stood outside. It looked big enough to be a blacksmith’s shop and little else. “Ah don’t exactly have much to spare—“

“But enough for one.”

“…Well, yeah, of course.” He didn’t like the look on the other stallion’s face, like a plan was beginning to form. He took a step back as the stallion took two towards him. “Not much else, like ah said. Listen, ah really think ya oughta go to the hospit—“

“No.” The unicorn began to accelerate, ever so slightly. His eyes drifted to something just above the blacksmith’s. “Those are really nice goggles.”

“…Thanks, ah guess. They were mah dad’s.” The unicorn was beginning to trot across the cobblestone street, an almost hungry smile on his lips. “What’re ya doin’? Ah already said, ah can’t help ya—“

“I heard you.” The smile had grown a little. One of his forehooves glanced off the edge of the curb as he reached it, and the entire edge of the sidewalk cracked. “But actually, I think maybe you can.”

“What’d ya mean by that? Stop it. Don’t get any closer—“

Too late.

*Discounting alicorns. There have only been four in existence, and of them only two were born (?) with their powers. As such, they don’t technically qualify as a species.

**Or one of, but nevermind.

***One of the very few in Equestria who were.

Author's Note

Fun fact: I seriously considered making Peter a changeling.
Obviously, I decided not to, but I still think that the idea would be cool if a competent writer attacked it. My full thoughts are detailed here, but the summarized version goes as such:
-Shapeshifting would be interesting, AND he could only use his powers as a changeling
-That's little more than a gimmick
-Organic Webbing
-Interesting exploitation of some of Peter's character flaws
-Trivializes some of the others
-It's not needed
-I already had a lot of writing done when it occurred to me
In short: It'd work if the story was designed to accommodate it, but...this one wasn't.
...REVIEW! I'm not positive this chapter was done being edited; Fedorasarecool didn't specify if he thought both were good to go or just 2A. So if you've got any quibbles with this particular (half-) chapter, let me know.