The Spider: Posthumous Life of a Veteran Superhero

by Dedicated Lurker

Rating: teen
Tags: Crossover, DJ P0N-3, Alternate Universe, Doctor Whooves, Main 6, Lyra, My Little Pony: Friendship is Magic, Other
Length: 69273

After three unpleasant years of being a super hero, Peter Parker dies. Then he wakes up in Equestria.

Peter Parker, after three years as Spider-Man—three years of life-threatening battles, hundreds of casualties, dozens of personal losses, and the horror and guilt of his role in it all—has died. That part he expected. The bit after with the ponies he did not.
Now living in Equestria, Peter struggles to cope with post-traumatic stress and his own unresolved issues as he attempts to begin a new life, with new friends and a new goal. His powers, though, are the same as always, and so Equestria must deal with something new of its own: A superhero. A genuine, bona fide superhero called the Spider.

AU from S4E1 onwards, but with several AU themes in mentioned backstory. The Background Six are largely pre-S5E9 characterizations.

Pony appearances are loosely based on Earthsong's art. No lion tails, no stars in Twilight's mane, but otherwise more or less that.

Published 2014-11-28 15:00:02 UTC
Last updated 2017-07-05 22:40:54 UTC

An Introvert Remembers He Doesn't Like Parties

"Your Highness?"

Celestia's attention was pulled from the book she had been reading between meetings to the royal guard who had addressed her. "Yes? Is something wrong?"

The guard bowed. "The Earth pony in one of the guest chambers. He's asked for a cup of coffee."

"Well," Celestia said, slightly perplexed. Why they had seen fit to report this escaped her. "Well...I don't see why this is a problem. Ponies from his hometown tend to crave coffee when they wake up. Get him a cup and ask him if he's feeling okay."

"Your Highness," the guard said nervously, "he's been awake for at least six hours. This would be his eighth cup."

Celestia's brow rose. She briefly wondered what that would look like if she had eyebrows. "...I see." Her book snapped shut, and she stood, setting it to the side. Day Court had been slow so far today, mostly last-minute preparation for the Summer Sun Celebration. "I'll go see if he's alright. Give word to the kitchen to have some decaffeinated coffee prepared and sent to him."

The guard nodded, then closed his eyes and concentrated for a moment as his horn glowed briefly. Somewhere in the kitchens, a quill enchanted for exactly this purpose flickered to life, writing the request on a scroll pinned to the wall, and the twelve ponies who noticed groaned collectively.

It was a testament to their efficiency, though, that at a slow walk, Celestia reached the door to his bedchamber at the same time as a warm cup of decaf. Taking it from the unicorn who had delivered it, she smiled warmly at her before knocking on the door. "Thank you, Miss Polaris. I'm going to talk to him; you may return to the kitchen."

The mare bowed deeply, smiling, and hurried away. After glancing at the guard several meters down the hall, Celestia opened the door with her telekinesis and quietly stepped in.

The bedchamber was rather dark for ten in the morning, but that was arguably to be expected; the sun was high enough in the sky that the light shining through the window ended at barely a meter away. The bed sported the wrinkled sheets left from a night of tossing and turning, and the blankets were halfway off the bed as though its occupant had started violently and fallen out. The fireplace on the other side of the room contained little more than embers, which surprised Celestia slightly; ordinarily it would take a unicorn to get it working at all. An examination revealed that a splinter of the wooden mantle had been torn away by a hoof, and the small cabinet nearby containing firewood had been discovered and emptied.

The chair next to the fireplace had stacks of books—bookmarks sticking out at random spots of each—on either side of it, and similar stacks dotted the room. The bookshelf, in fact, seemed the only part of the room almost completely devoid of books. The large desk next to it, however, contained not only open volumes, but a mass of scrolls, ink bottles, broken quills, and a creatively stacked arrangement of seven empty coffee mugs.

She would have expected her guest to be there, but he was conspicuously absent. Celestia glanced about again, and as she did she quickly brought the fire back to a roaring blaze, fuelled by magic and little else.

"Thank you. I was just thinking that unicorns have an unfair advantage over everyone else, and you've illustrated beautifully."

Turning to face the voice, Celestia found Peter Parker upside down, back hooves glued to the ceiling, back to the wall, chest covered in soot, shutting a large book with a slight thud. Carefully dropping it onto the smallest pile below him, he brought himself to a standing position and matter-of-factly walked, still on the ceiling, to directly in front of Celestia.

"I wouldn't go so far as to call it unfair," Celestia replied, as casually as if she was speaking to an equal—not an experience she got to savor often. "Unicorns can't fly, manipulate clouds, or knock the fruit off a tree in one buck."

"Yes. Instead, they need to just zap it off. They have to be lazier, oh the humanity. Ponity. Whatever."

"Equinity."

"Thank you." Peter dropped to the floor, righting himself in midair with ease, and landed with the coffee in Celestia's grip right in front of his nose, which he immediately covered. "Jeez! Hey, look at that. Every eighth cup is served by a princess. Now that's service." He took the offered mug, taking a sip, and his nose wrinkled immediately.

"...Decaf." He spat the declaration as though it was a dirty word.

"You're cut off," Celestia informed him simply.

Peter growled under his breath, trotting with difficulty towards the desk. "You know," he said, balancing the coffee mug on his head as he went and as a result accelerating greatly, "when you did whatever you did and brought me here, I don't think the caffeine that was in my blood came with me. And with all the all-nighters I've pulled, ooh and all the consecutive all-nighters, I think I've got a caffeine dependence. Waking up with a headache like that is almost worse than dying, lemmie tell you."

Celestia chuckled. "I'm glad you've kept yourself focused on the trivial."

"Don't push it." Peter reached the desk, transferring the mug to its surface, before he picked up a scroll with his adhesion and brandished it awkwardly. "Are unicorns the only writers, too? 'Cause learning to write without fingers is almost not worth it. I mean, my handwriting's legible by now, lotta progress there, but look at this!"

Celestia took the scroll in her magic, where the quick brown fox jumps over the lazy dog had been written thirty times, with wildly varying levels of neatness, thickness of lines, and ink splatters. All were the standard traits of earth pony hoofwriting, but it was as if all the distinctions that made it so were brought up to eleven.

"And the quill doesn't help either!" A beige hoof gestured wildly at the mess of broken quills on the desk. "Do you guys just not have ballpoints?! Swear to God, first thing I'm going to invent when I leave."

"I think you should get some rest," Celestia interrupted through her laughter. "According to my guard, you've been up since four."

"Three thirty, if the wall clock's to be trusted. Nice sunrise, by the way. Of course I've been up. Needed to do my research, make sure I don't ask any stupid questions. I mean, if this is m—"

Quite suddenly, he sputtered to a stop, staring at nothing as his eyes dropped. Celestia leaned her head down, concerned. "Peter? Are you alright?"

"—my new home," Peter finished, very quietly. He took a breath, slow but deep, and brought his eyes and nothing else up to meet Celestia's. "...I mean, I don't suppose you can send me back."

The princess shook her head slightly, and Peter's eyes closed. "There was a link Cassandra and I set up between your world and ours," she said. "That's how I was able to find you and bring you here. After I finished, Cassandra immediately destroyed the link. Trying to find your universe again would be like trying to find a particular grain of sand in a sandstorm." She lowered the rolled-up scroll slightly, offering it back to him.

Peter took it, just as silently, and turned back to the desk, laying the scroll down. In that instant, his entire body seemed to tense and rise up, and his front hooves on the desk's surface started to shake. But nothing further happened; he remained like that, trembling with restrained rage.

After a moment, Celestia cleared her throat slightly. "...The desk is replaceable."

Peter's front hooves went through the mahogany so hard and so fast that they punched two neat holes in the surface. He lifted them back up with gritted teeth, in the process rearing back on his hind legs, and the desk came with him, hooked on the joint between pasterns and hooves. Undeterred, and before the books and scrolls had time to hit the ground, Peter brought his front legs apart, violently ripping the hardwood desk in half.

"WEB!" he roared, voice cracking halfway through as he threw the right half out the window. "Goddammit, WEB!!" The left half followed just as quickly, leaving a large, shattered window, a surprised alicorn, and a beige earth pony, shaking with fury.

Honestly, Celestia had just been expecting him to cleave it in two or something. To witness such a violent reaction from Peter had, for a moment, illustrated to her what she may have introduced into her kingdom. Then she looked again at the earth pony, and her fears vanished, replaced by concern and pity of the highest order.

The explosion of rage had done nothing to help him, and Peter now seemed to collapse inward, his head drooping and his eyes closing. The trembling continued, but it seemed different, like the trembling of someone trying not to cry. After a few seconds, he felt feathers at his side, and cracked his eyes open to find that Celestia had draped a wing over him. He let her.

"I'm sorry," she whispered.

That was all it took. "Don't be," Peter said after a deep breath, a sense of sour cheeriness seeming to possess him again as he walked out from under Celestia's wing. "Could be worse; I could be in one of the other universes you mentioned. This at least seems to be a glass-half-full type place." He reached the shattered window, glancing back at Celestia as he did.

Judging by the look on her face, she didn’t buy the façade at all. Seeking a change of subject, Peter poked his head out the window to make sure the shower of mahogany and broken glass hadn't hit anypony. "Really, I should be thanking you. This is, objectively speaking of course, probably the best thing that could have happened to me. Oh, cool. Nobody got hurt."

Indeed, the desk was now lying shattered on the ground two hundred feet below, but there were no ponies standing anywhere nearby; the closest ponies were a group of six several hundred meters away, all of whom were staring up at him. Apparently desks flying out the window were attention-worthy.

"Hi," he called, waving, then stepped backwards into the relative darkness of the room. He knew from experience that he was now virtually invisible to them.

"That," Celestia said as she joined him, "is my student and her friends. If you'd like, I can introduce you."

"No thanks." Peter turned around, scraping together the papers that had fallen off the desk. "I already read that essay your student published on the Elements of Harmony. Twilight Sparkle, Rainbow Dash, Fluttershy, Rarity, Pinkie Pie...the other one. Well, anyway—APPLEJACK. There we go. Anyway, no. You introduce me, and they'll be like, 'oh, it's a friend of the princess, we should be on our best behavior.' Which, you know, is like the worst mentality around me. Ponyville's apparently right next to the most dangerous place in the country, so obviously I'll be setting up shop there, but I think I'd rather the people's first impression of me be...me." He paused as he sorted the handwriting practice out from the notes he had compiled from the books. "And yes, I've noticed the hypocrisy in there, so don't comment."

"I wasn't going to."

"Good." Peter turned back to face her, awkwardly rubbing his forehoof against the ground. "Uh, I'd like to leave today. Could I have some cash for a hotel room for a couple days? You know, until I get a job." He looked back at the flask and gear emblazoned on each hip, raising a hind leg to get a better angle. "...Did you do this, by the way? Brand me, I mean? Or was this just my body following the rules of the universe once you transformed me?"

"I didn't transform you, Peter. I constructed a spell that would make an Equestrian body for you based on your human one, not out of your human one. That cutie mark is, yes, your magic following the so-called ‘rules’...as best it can. I doubt 'chemistry and mechanics' is an especially thorough representation of your talents." Celestia bit her tongue for a second. "Are you sure you want to leave today? I think you might want to stay a few days longer, just to get fully adjusted."

"Nah. The Summer Sun thingy is in a couple days, right? When the crowds are here, I'd rather not be. Again, my terms. And we both know how I feel about crowds: about the same as how they feel about me."

"On the other hoof, you may find that pony mob psychology is markedly different from that of humans."

"That's an interesting observation, O Princess Celestia the Adored. When's the next train for Ponyville leave?"

"…—Brand you?!"

Alternate Universe Rule #1: For God's sake, KEEP YOUR MOUTH SHUT.

Having had very little direct experience with the situation, Peter had never heard any advice whatsoever for when one found oneself in an unfamiliar reality, so he was sort of improvising. Even so, he had figured that it would be wise to come up with some rules to remember, and this Rule One seemed like a good idea if he wanted to avoid drawing attention to himself. Even the most innocent questions, he had figured, could be stupid ones. It was probably best to ask a series of last-minute questions to Celestia ("So if I can eat grass, why are there restaurants?") and then just look up anything he wanted to know.

An unfortunate result of this, however, was that he had racked up a small list of complaints about the rules of the world, and had nobody to complain to. Chief among these complaints, of course, was: Cutie Marks?!

"Special talent," yeah yeah, he got that, but to him it seemed silly from any angle. For one, the book on the subject (actually a book on pony magic in general, with an extremely long section on the subject) had seemed to imply that it displayed (literally or metaphorically) the only field a pony would identify with, and outright stated that it displayed the field in which it would be wise to invest the rest of one's life. Peter, being one of those unspecialized, chaotic, existentially infuriating humans, had taken issue with this. Perhaps it was from a rather close-minded point of view, but the concept struck him as some sort of biological railroading, which gave him the willies. He was of the mindset that one should define themselves by absolutely everything they found intriguing, changing everything about themselves as they went through life. Heinlein's remark of "specialization is for insects" had always rang true in his mind...and god damn it, he was an arachnid.

And some other stuff. The point still applied.

So Peter restlessly lay on the seat of the empty train car, reviewing his notes and growing increasingly aggravated at this hideous crime against freedom and individuality, until all at once he froze. His ears flicked back as a short, quiet, thoroughly nerve-wracking tremor started at the base of his skull and pulsed through his entire body. Moving in quick, sudden bursts at a time, he put his hooves beneath him and snapped from a prone to a standing position. His eyes flickered from here to there as his situational awareness sharply increased. Then, slowly, he turned to face the interior of the car proper and found...nothing.

Spider-sense had grown in use in the three years he had had it. Though it had begun as a simple last-second early warning, Peter had found use for it in navigating in pitch darkness and on city rooftops almost immediately. It might have been after his first battle with the Green Goblin, though, when he had started noticing a change in its activity. Dangerous people would set spider-sense on edge with mere proximity. The threat present in a situation could be measured by the pitch, volume, length, and intensity of the sensations in the back of his head, and he started being able to vaguely determine the proximity and direction of even lower-risk threats. Perhaps it was just hypervigilance, a symptom of post-traumatic stress disorder, but he found that even so much as sneaking up on him had become nearly impossible.

He had also found that this meant spider-sense cried wolf a lot. What with the constant humdrum of life and the constant chaos of his surroundings, it had a tendency to be rather twitchy at times, especially in crowds. Still, Peter trusted his spider-sense completely, and now his eyes narrowed as he tried to pinpoint the source of his imminent unpleasant surprise. The train car looked unchanged from how it had been when he had entered, but sight, sound, and spider-sense weren’t the only methods of observation he had at his disposal now. He had discovered as such upon receiving his first cup of coffee that day; the servant that had brought it had looked extremely concerned as he had reeled backwards, clutching his nose with the cry of “Gahh!” that came with the discovery. He sniffed the air once.

…Cake?

Silently, he slunk forward, still standing on his seat, and poked his head into the aisle to get a better look. Finding nothing, he glanced up, saw nothing but the luggage rack, and then dipped his head to see under his seat. Still nothing. Paranoia growing as his spider-sense tremored again, he swiftly looked around from his upside-down vantage point, scanning the underside of every seat. He brought his head back up, giving the entire carriage a once-over once again, before putting his front hooves on the backrest and peering over it.

Nothing. Peter's eyes snapped to the backrest of the seat behind his, listening for spider-sense again. When he felt that same tremor repeat itself, slightly louder and slightly sharper, he tensed. Slowly, he moved his left hoof off the backrest, turning towards the aisle with the intention of—

"Hi!"

"AAAUUGH!!" Peter screamed at the top of his lungs as he violently jumped back and fell off the seat with a thump.

The mare, who at first glance seemed to be made entirely of bubble gum and cotton candy, giggled as she dropped down from the luggage rack where she most certainly hadn't been before. "What's your name? Why are you here all alone? The Summer Sun Celebration is in Canterlot! And we just left Canterlot! Do you not like celebrations? That can't be it, everypony loves celebrations. Especially me!" For a second, her head vanished from where it was poking over the seat and Peter could see her flank and the balloons decorating it from his vantage point on the floor. Then her beaming face reappeared. "I love parties. That's my special talent! What's yours?"

"..." Peter's mouth remained open for a moment, as he tried unsuccessfully to figure out what to make of this pony. "Who are you, exactly? Think I missed that."

"I'm Pinkie Pie!"

"Y’know, that was going to be my first guess." And with that, Peter flipped onto his stomach, stood up matter-of-factly, and hopped back onto the seat to sit next to Miss Pie with a deliberate air of casualness. "Nice to meet you, Pinkie." He held up a (semi-)relaxed hoof to shake, and it wouldn't be hyperbole to say it felt like Pinkie ripped it off with the enthusiasm of her shake. "I'm—ow—Peter Parker."

"Nice to meet you, Peter Parker! You looked lonely sitting on this train all alone." Her ears drooped, and Pinkie's entire face seemed to morph into the most bizarrely hilarious sad face Peter had ever seen. "Are you lonely? Do you not have any friends?"

"Well, not yet, but—"

"Well, you have one now." Pinkie pulled Peter into a hug, with a confidence that suggested the matter was settled. Perhaps it was. After an instant of surprise and another instant of hesitation, Peter wholeheartedly returned the hug.

Pinkie grinned. "Come on!" She cried, beginning to pull away. "You need to meet—"

"Wait."

Pinkie was a little surprised to find that Peter wanted to continue the hug. Most of the time when she hugged a new friend, they were eager to make it a quick hug so they could go back to what they were doing, which while not as fun as hugs were usually kind of important. So when this Earth pony had asked in that small, almost pleading voice, to carry on a bit longer, she had frozen for a moment as gears in her head tried to turn in reverse. Then she tightened her grip on Peter's chest again, and rested her chin on his shoulder.

Peter, for his part, silently played with what he was pretty sure were protofeathers on Pinkie Pie's back as he listened to her breathing. It might seem paradoxical that someone like him would appreciate embrace, and in fact it kind of was. Ordinarily, he had a distinct paranoia and dislike of being touched for no reason, and anyway would have regarded it as a gross violation of personal space. Such was true of a poke, a back slap, and any number of other forms of contact, but hugging was different. A hug was a gesture of welcome and acceptance, a tiny I love you in disguise. In this very brief time in another's arms, Peter could let himself believe he was in Aunt May’s. Or MJ’s. Gwen’s, maybe, God rest her soul. For a moment, Peter could feel like he was home again.

Then it was over. Peter released what he was absolutely sure were protofeathers on Pinkie's back and gently pushed her a little ways away, a genuine smile on his face. "Okay, thanks," he said. "Now, you were going to introduce me to someone?"

Pinkie, absolutely ecstatic over how happy she had made Peter, beamed as she grabbed his hoof. "Come on!" She didn't pause to wonder why Peter had sharply jerked his hoof out of her grip with a raise of the brow. "I have to introduce you to all my bestest best friends. Then you won't be lonely anymore and you'll be able to get as many hugs as you want!" From a sitting position, she sprang backwards into the aisle. Not to be outdone, Peter scooped up his notes and leapt from a sitting position over Pinkie, easily landing on the opposite side of her.

"Wait a sec," he said as he followed her toward the door to the next train car. "...Pinkie Pie. Your friends are the Elements of Harmony. Right?"

"Yeppers!" Pinkie exclaimed, bouncing in place next to him. "And they're so much fun! Twilight's still in Canterlot, but everypony else is here!" She opened the doors separating the carriages and bounced through, grabbing Peter and dragging him with her despite his protests. "There's Rarity," she began, pointing at where the group of four mares were looking at them curiously from around an anchored table, "And there's Applejack and there's Fluttershy and there's Rainbow Dash! Hey girls, this is Peter! He didn't have any friends, so I thought, 'Let's bring him in here and be his friends!'" With that, she shoved him into the seat next to the white unicorn and sat on his other side, blocking the hasty escape he had been planning.

Peter, lips drawn together in an awkward expression, was completely silent for about ten seconds. So was everyone else, and Peter sighed as he realized that they were waiting for him to say something. "Hi."

"Nice to meet ya," replied the orange mare Peter automatically assumed was Applejack. She held out her hoof to shake, and Peter took it. No one else did much at all.

Peter wasn’t sure if Applejack had spoken for all of them with her greeting, or if the others were rather less forthcoming with their acceptance. He automatically assumed it was the latter—Even he found his appearance unsettling; the half-hidden scars, the constantly-twitching ears, the definitely-not-equine eyes—but a look around the table nearly blew him away.

It really shouldn’t have. Pinkie Pie had just dropped him into the middle of a group of very close friends with barely an explanation. Of course it was simply awkward. He licked his lips for a second, looking for a conversation starter. “So. Um…Fluttershy.”

The butter-yellow Pegasus nearest to the window on the opposite side of the table squeaked. “Um, yes?”

“I, uh, I recognize all of you (more or less) from Miss Sparkle’s Elements of Harmony essay, and I think it mentioned that you live right next to the Everfree Forest. Right?”

“Right. Yes.” Fluttershy nodded uncertainly. “Nopony goes there much, so it’s nice and quiet and the animals like it…”

“Including the larger, less-then-friendly ones,” Peter added, grinning broadly. “Right?”

“Oh, no, not usually. I mean, yes, but mostly the…scary ones…leave you alone unless they’re hungry—“

“So they’re not a problem unless they want to eat you? That’s not exactly reassuring, is it?”

“…I guess not.”

Peter, who was by now leaning so far forward his chest was nearly on the table, a slightly off-putting grin on his face, settled back into his seat. “Alright. So I do know what I’m talking about, at least a little. Love it when that happens. So anyway, do any of the carnivorous ones ever come out of the forest?”

"Why, are you into them?” asked the other Pegasus. “Is that why you’re covered in scars? Because those are awesome! Where’d you get those ones?” She pointed a sky-blue hoof at the trio of jagged bald patches stretching diagonally across his chest, and Peter leaned back, cringing.

“You ssstoped me once,” the Lizard growled, forcing the struggling gloved hands backwards. “You won’t ssstop me again.” The fingers of his right hand, the one that shouldn’t have been there, reached out, Spider-Man’s wrist still stuck to the hand’s palm. The claws at the end of each of the three enormous fingers extended, burying themselves in Spider-Man’s flesh. The thing that had been Curtis Connors raked its claws through the skin of his chest and roared over the teenager’s screams of pain: “I’m getting STRONGER every day…!”

Peter shook his head as though to dislodge the memory that had forced itself into his mind, glanced down at himself, and turned to give the prismatic Pegasus a flat look. “Well then!” he said, rather than answer. “Tact ain’t your forte, is it? Or do personal questions just not apply to celebrities.”

Rainbow Dash looked taken aback for a second before her eyes narrowed. "Well, I'm sorry," she spat, hostility oozing from every pore as Peter's neck itched for half an instant. "I didn't know it was a big thing—"

"It's not," Peter interrupted, waving one hoof and scratching the back of his neck with the other. "Sorry. Was trying to be funny." He glanced down at the Punisher's Shot. “But yeah, pretty much. My interests do not extend to personal safety. Like you, ‘cordin’ to the essay.”

Dash still looked annoyed. Peter gave her a smile waaay too wide to be real, and the group settled into silence, awkwardness rising to nearly critical mass before:

"So," said the unicorn next to him. "Peter. I can't help but notice that you're taking the train out of Canterlot. Were you not planning on attending the Summer Sun Celebration?"

"Got it in one." Peter tapped his front hooves alternately on the table in front of him. "Me and important, formal things are like oil and water. And the Celebration, as events go, is just a biiiit on the important side, so I decided that, instead of having to take part, I’d move." His hooves came to a sudden stop. "Speaking of which, I might as well get started now, do any of you know about any available jobs in Ponyville?"

"Well," Applejack began, "Ah can always use an extra hoof at the farm—"

She was cut off by a gasp from Pinkie Pie, which seemed to carry her right off the seat. "You're going to live in Ponyville?!" she shrieked, still inexplicably hanging in midair.

"If I say no, can I avoid whatever's coming?"

"NOPE!!" Pinkie's grin was so wide Peter could imagine the top of her head falling off. "If you're moving to Ponyville, that means I have to throw you a Welcome to Ponyville Party! Then you can be friends with everypony—“

“Uh—“

“—and you don’t have to worry about anything, I’ll plan it and organize it—“

“—Pinkie?”

“—I can’t make it a surprise party, though, but still I’ll invite all of Ponyville—“

“NO!”

Pinkie stopped short, her mouth still open, as Peter lowered his front hooves slightly. “What’s wrong?” she asked.

Peter didn’t have a tactful way to put it. “I’m not…fond of parties,” he said, almost apologetically. “Bad things always happen to me at them. And…crowds…”

Pinkie’s face, now that it was genuinely sad, was absolutely heartbreaking. “You don’t…like parties…?” she said, her mane seeming to deflate slightly.

Time enough to wonder how it did that later. Right now—Dear God—Peter needed to cheer her up. For depression, he decided, had absolutely no place in the mind of Pinkie Pie. Even if it meant he would have a thoroughly unpleasant evening.

“…Okay,” he said. “You can throw me a party if you want.” As Pinkie seemed to snap back to her ecstatic self, he realized that this might not have been the best idea. “A small party!” he amended hastily. A half-smile found its way to his face as Pinkie nodded once, the lock of mane between her eyes bouncing off his nose. “Well. Small-ish.”

“You and I,” Peter remarked, eye twitching, “have very different definitions of ‘small-ish.’”

Sugarcube Corner was so completely full of ponies, you could barely move without bumping into one. As a matter of fact, the mare next to Peter whose face was buried in the punch bowl fell backwards, and when Peter instinctively dodged it was only to collide with another pony, sending them flying six feet.

“Sorry,” he muttered, even while giving Pinkie a meaningful look.

“Well, I was going to invite only half of Ponyville,” Pinkie said, “but I was worried the other half might be sad that they weren’t invited.” She gave a brief pout. “And anyway, the whole point of the party is so that you can meet everypony, and you can’t do that at a party where only half of Ponyville is invited. So of course your Welcome to Ponyville Party has to have everypony come!” With that, she turned him around and shoved him towards the masses. “Now get out there and make some friends!”

Peter stopped moving almost immediately, glancing back to make sure Pinkie had departed. Indeed, she was now pronking through the crowds, somehow managing to hold several conversations at once. “Right,” Peter said, doubling back and trotting right back to the snack table where he had been standing. All he had had to eat today was a few mouthfuls of grass (which had been enough to tell him exactly why there were restaurants), and between that and his natural metabolism he was almost insane with hunger. Besides, anything to get away from the shifting, noisy masses that were causing the tingling in his head to rise and fall chaotically.

If there was just one thing he did like about the party—and at the moment, there was—it was the food. Peter grabbed a few paper plates off the stack at the end of the table, balancing each of them on his back with a speed and ease that were probably impressive from another’s point of view. Walking the length of the snack table, he grabbed a few samples of anything that looked or smelled appetizing—that is to say, some of everything—easily throwing it onto the plates on his back. In under fifteen seconds, he had three plates stacked with junk food effortlessly balanced on his back, and was off to find a quiet corner to devour them.

That quiet corner turned out to not be so quiet—directly behind a subwoofer. Now that there was minimal danger of actually being dragged into awkward interaction with someone, Peter sat on the floor, munching on a cupcake that had a slight smell of wood smoke, and after several minutes his gaze slowly swiveled towards the speaker. It was a speaker. And there was a turntable nearby. In a world in which the living quarters of a palace was devoid of light bulbs. Peter glanced about, finding no evidence of an extension cord, then looked at the turntable. Also cordless. After devouring an entire plate of food, Peter put his ear to the back of the speaker, listening for the humming of electricity, and then facehoofed when all he heard, predictably, was the thrumming of bass.

I could take the back off, he thought, taking his ear away from the subwoofer before his headache rose to levels too unbearable. It would have been a simple matter to stick to the paneling and roughly rip it off the body of the device—but, then again, that was likely frowned upon by ponies in general. Especially the speaker’s owner, who (he assumed) was standing less than five feet away but was far too engrossed in her work to have taken notice of him yet. All it once it occurred to Peter that he could ask her how they worked, and immediately he discarded the idea due to his continued attempts to comply with Rule One.

Just as immediately he had a much better idea. “Excuse me,” he said to the white unicorn acting as DJ.

She either didn’t hear him or didn’t listen. Probably the former, considering the sheer volume of the music, and that she probably cranked it up a lot anyway. Peter doubted the mare could hear anything under a shout at the best of times.

“’Scuse me!” he repeated, throwing some volume into it. The mare stopped bobbing her head, her blue mane coming to rest. As her head turned one way, then the other, as if she wasn’t sure exactly where the voice had come from, Peter tapped a hoof against the ground patiently. Finally she saw him, and her enormous purple sunglasses were magically raised and settled on her horn.

“Oh hey! What’s up?”

“Could you turn the music down, please?”

The mare scoffed at him. “Why? Too extreme for ya?”

“No, I’m just averse to long-term hearing loss. The music’s fine, I just generally like to be able to talk without shouting.”

“Ha! You sound just like my roommate! She’s always like, ‘Turn the music down, Vinyl! I’m trying to practice! Don’t wash the dishes so loudly, Vinyl! It’s seven in the morning!’ Or whatever.”

“Hmm. Fascinating. Anyway, would you mind cranking it down, like, two notches before my ears start bleeding?” He gave her a sarcastic smile.

The DJ rolled her eyes. Her horn glowed magenta for a moment, and Peter’s head swung about to see what exactly she was manipulating. There were no dials on the turntable, so she was probably magically manipulating the speakers themselves. Peter leaned over as fast as he could and saw that the cones of the speakers were rimmed in glowing magenta for a moment as the volume dropped slightly. Slightly meaning, like, one notch.

“Thank you,” Peter said, returning to a normal standing position after concluding that the speakers were entirely run off her magic and resolving to find and study the blueprints for them later. “That wasn’t so hard, was it?”

The mare snorted good-naturedly. “You’re the new pony, aren’t you?” she asked, taking her forehooves off the turntable.

“Yeah.” Peter offered a hoof. “Peter Parker.”

“Nice to meet you, Peter Parker.” The mare pressed her hoof to his, shaking it down once and magically lowering her shades again. “I’m Vinyl Scratch, but some ponies call me DJ-Pon-3!”

“I am so glad I’m not one of them.”

Vinyl nodded at the party as she brought her hoof down. “What do ya think of the party?”

“It’s exactly the chaotic horror-story-waiting-to-happen that I was hoping to avoid when I stepped on that train. But otherwise, not bad. Good food—“ Peter stopped for a second to devour the contents of another of the plates he had brought over. “And generally friendly guests. That makes it better than the ones I used to attend right there. Good music, too.” He fell into silence for a moment, looking around at the ongoing rave while absentmindedly bobbing his head to the beat. “This is an impressive sound system,” he said finally. “Yours?”

“Pshh! This is nothing!” Vinyl gave the turntable a look of contempt. “You should see the one I have at home. That thing goes up to eleven! This is Pinkie’s, I just didn’t wanna lug mine from home.” As they were speaking, the song began to wind down, and Vinyl readied another record. “This is a six minute one,” she said, “so I’ve got some free time. Wanna go get something to drink?”

“Provided it’s non-alcoholic.”

“…You don’t understand the point of parties.”

“No, I understand far too well. I’m gonna stick with the soda.”

“Whatever.” Vinyl set the new record on the turntable’s platter and rested the needle against the edge. With that, she led the way right back to the snack table; more importantly to the drinks behind it. Swiftly she poured herself a mug of cider while Peter found a bottle of soda in a cooler and, using his teeth, ripped the cap and accompanying top of the bottle off.

“Oops,” he muttered past the plastic between his teeth.

Vinyl peered over the crowds, searching for something. After a second she found it, smiled, waved, and then took a serious look at it. “Yeah, I think she’s had enough,” she decided finally. “Could you get a mug of soft cider for me?”

“Why can’t you get it yourself?”

“Cause I’m already holding a cider.”

“Well I’m holding a soda, and I’m an Earth pony. How am I supposed to hold two…things and still walk?”

“…Oh, rriiigght. I’ll just grab that.” Vinyl grabbed another mug with her magic, tongue between her teeth, and filled it with soft apple cider from barrel behind the table that she had earlier ignored. “Come on!” she began trotting around the table, sipping her cider as she went. “My buddies are over here.”

“Because this went so well last time.”

“Huh?”

“Pinkie Pie tried to drop me into her friends on the train here. It was awkward.”

“Well, that’s Pinkie. She kinda drops you into new things and expects you to be fine. I’ll introduce you.”

“And we’re stuck on step one.”

“Again, huh?”

“All you know about me is that I’m sarcastic.”

“Perfect! You’ll fit right in!”

Peter shrugged to himself, deciding that the absolute worst that could happen is that he’d be embarrassed for a few minutes before excusing himself to use the bathroom and never coming back. Following Vinyl through the crowd, he nimbly dodged around ponies in accordance to his spider-sense’s twitches. Eventually, they came across a table with four seats filled and two empty. Vinyl took the empty seat between a grey mare and a brown stallion, passing the soft cider to the mare.

“Here ya go, Tavi.”

A cream mare on the opposite side of the table facehoofed. “Vinyl! We were just telling Octavia that she’s had enough for tonight!”

“I’ve only had two,” the grey one—evidently Octavia—snapped. “I’m not drunk yet, and I had no intention of becoming so tonight. Your continued attempts to monitor my alcohol intake are unwarranted and pointle—this is the non-alcoholic cider.” The mug made a clunk when it was set back down on the table, and she gave Vinyl a flat look.

“Yep,” Vinyl replied, casually sipping her own mug. “You’re not complaining about a hangover tomorrow morning, Octy. I’m gonna crank the dishwasher up as loud as I want.”

As Peter quietly wondered what the hell kind of dishwasher these two had, he took a seat in the last remaining chair, just to the right of the stallion, and drained his entire soda in two gulps. The stallion snerked at Vinyl’s declaration, hoof curled around a cup of punch, then glanced in Peter’s direction. His eyes passed right over Peter, and he waved at someone behind him before doing a double-take. “Wait a moment,” he said, in an accent that Peter could only place as British, “did you just sit down?”

“Uh, yeah.” Peter stopped to messily demolish a cookie from his last remaining plate of food. “Why? Something wrong?”

“Not in the act itself, no,” the stallion replied. “It’s just that my wife was sitting there.” He gestured back towards the snacks. “She just got up to get something to eat.”

Peter hopped off his seat, rearing up to peer over the crowd, and saw a grey Pegasus mare at the snack table, her head level with it as she carefully examined two muffins.

“Oh,” Peter said, dropping back down onto all fours. “Okay.” He paused for a second, still looking in the direction of the snack table. “But, uh,” he added, looking back at the stallion, “y’mind if I pull up a chair? It’s just, Vinyl invited me to sit here, and you guys seem like pretty cool…ponies…”

The stallion seemed to mistake the growl of annoyance that the last word was for a mutter of embarrassment, because he gave Peter a smile and gestured at the spot between the empty chair and the mint-green mare’s seat. Peter smiled back, grabbing an unused chair from an adjacent table and awkwardly sticking it in said spot. The stallion scooched his wife’s chair out of the way a bit as Peter sat down. “There we go,” he said finally, as Peter moved his plate over.

“Thanks,” Peter said, holding out a hoof to shake. “I’m Peter. Peter Parker.”

“I’m glad to make your acquaintance, Mr. Parker,” he replied, taking it. “I’m Dr. Hooves.” He began to point at each of the other ponies in turn. “You’ve already met Vinyl—“

“What.”

The stallion leaned back, away from Peter’s surprised and intense gaze. “…What what?”

“Oh yeah, I forgot!” cried Vinyl suddenly. “Everypony, that’s Peter.”

Vaguely skin-tone-y coat color. Brown, scruffy mane that stuck more or less straight up. Tall and skinny, British accent, and—Peter leaned nearly out of his chair to see properly—a frickin’ hourglass cutie mark. “Did you just say,” he said finally, “that your name was Doctor Who?”

“…ves.” He cleared his throat. “Yes. Dr. Time-Turner Hooves. Turner to my friends.” He met Peter's scrutinizing look with one of discomfort. “…Why? Are you...familiar with the name...?”

On another glance, Peter decided, Turner didn’t look that much like David Tennant. His eyes were blue, for one, and his voice was different. Slightly less nasally, maybe. A little less varying in pitch. Plus, he was pretty sure Tennant was actually Scottish. Peter’s half-glare settled, and he gave an involuntary shrug. “Huh. No; you just…reminded me of someone. Does “TARDIS” mean anything to—no. Never mind. Anyway. You were, uh, introducing me to the others?”

“…Right.” Turner gestured back to the others, whose attention had been pulled Peter’s way by his loud what. “You’ve already met Vinyl,” Turner said, pointing at the white unicorn in question. “That’s Miss Octavia Melody,” he continued, pointing at the grey mare with the bow tie, who was currently in the middle of draining her mug. “That’s Miss Bon-Bon—“ the cream mare with a blue and pink mane—“Miss Lyra Heartstrings—“ a mint-green unicorn who gave Peter a cheerful grin—

All at once, Peter’s spider-sense smarted unpleasantly. His head snapped to the left, in time to see some sort of five-pony pileup take place: the Pegasus that Turner had said was his wife nearly bumped into a pony, awkwardly tried to move around her, and in the process collided headlong with a different one. As they tumbled, her wings snapped out in alarm, smacking into the mare she had been trying to avoid in the first place, who was knocked off-balance and crashed into the pony she had been talking to, who in turn threw her back hooves out as she fell and accidentally kicked a fifth pony in the face—a unicorn who had been holding a cup of punch in his magic.

As the five ponies fell into a chaotic pile of confusion, the spilling cup hurtled straight at Peter’s face, who watched it approach with widened eyes. Planting his front hooves on the edge of the table, he threw himself backwards, rolling backwards as the backrest of his chair hit the ground almost hard enough to break. Quickly, he landed back on his hooves, automatically tensed and ready to dodge in any direction, then he looked back at the pony pile and relaxed. Not a single one of them was in a position to fight him even if they wanted to. Still trying to calm down, Peter moved to the crash site and started helping ponies up, conscious of the weird looks he was getting but trying to pretend he wasn’t.

“Ah!” cried Turner jovially, as Lyra tried to sop up some of the punch on Bon-Bon’s face with some napkins. He hopped off his chair, moving to the disaster area and helping his wife (whose eyes were rolling in opposite directions and who was mumbling a chorus of apologies) out of the bottom of the pile. “And this is my wife. Mr. Peter Parker, Mrs. Derpy Hooves. Derpy, Peter.”

The grey Pegasus settled her yellow eyes to look at Peter—well, one of them. The other one was still drifting in the direction of the ceiling. “Hello,” she said brightly around the muffin she was holding in her mouth, before clumsily sitting down between Peter and Turner. Taking the muffin out of her mouth with her hooves, she set it on the table before reaching up and taking a second off the top of her head. “I brought you a muffin, Muffin,” she told Turner, passing him the pastry.

“Oh! Thank you very much, Derpy.” Turner took the offered muffin, then leaned over and gave her an affectionate peck on the lips. “That was lovely of you; almost as much so as your eyes.”

Derpy blushed slightly. “Well…it was the smaller muffin. So it’s not that nice…”

Turner blinked. He looked at the muffin, then at the one Derpy had, looking for any difference in size whatsoever and coming up blank. She had apparently spent quite some time figuring this out. “Well,” he said anyway, “it’s still a muffin. I’d rather have the smaller muffin than none.”

“Yeah, that’s what I was thinking!” Derpy smiled. “That’s why I brought you one. And it’s banana nut!” She took a bite out of hers. “Pinkie Pie makes the best muffins. We should give her a clock.”

As she and her husband continued talking, Peter turned his attention to the cloven hoof tapping his shoulder, which turned out to
belong to Lyra Heartstrings. “Yeah?” he asked.

“Why are you sitting like that?”

Peter looked down at himself—back upright, butt on the seat of the chair, lower legs hanging off the front edge and back hooves resting on the floor. He looked back up at Lyra, who was seated exactly the same way and staring at him eagerly. “…Because I decided to?” he replied.

“Well, yeah,” Lyra said, her maniacal grin shrinking slightly. “But why did you decide to sit like that?”

“Because judging by the design of the chair, I’m supposed to. Why are you sitting like this?”

“’Cause it’s comfortable.”

“Well there’s your answer!” Peter said, brandishing a hoof declaratively. “Because it’s Comfortable! Well done, Ms. Heartstrings. See, you can answer any question by applying logic and reason--‘cept maybe with Pinkie.” He waved a hoof off to the side, as though waving away the change of subject. “A better question would be: if you knew why you sit like this, why’d you ask me?”

Lyra’s smile, which had faded entirely in the face of Peter’s snarking, returned. “Well,” she said dramatically, lowering her voice as though pretending to whisper, “in the ancient myths and legends…” she paused for dramatic effect. “…This method of sitting was the one used by huma—“

As Peter’s amused smile vanished hard and he hastily pulled his back legs up onto the seat to mimic the posture of the others, Lyra was cut off by an annoyed groan behind her. “Lyra!” Bon-Bon snarled. “I thought we agreed that you wouldn’t bring your…cryptozoology up in a public place again. It only makes ponies think you’re weird.”

“I am weird,” Lyra responded proudly.

“Yes. But I mean it makes ponies avoid you.”

“Not all ponies.” Lyra made a grand sweeping gesture around the table. “Look! Four ponies who consider me their friend!” She pointed at Peter, who had perked up at the word “cryptozoology” and was now leaning forward with interest. “Look! This stallion wants to hear what I have to say!” Finally, she turned back to Bon-Bon, whose face and upper chest were still stained slightly pink from the flying punch cup. “And look at this,” Lyra said, leaning in until the two mares were almost nose to nose. “A mare who thinks the humans and manticores and seaponies are weird, and yet…she lets me do this.”

Bon-Bon rolled her eyes as Lyra moved even closer, but when the kiss came, she returned it wholeheartedly. After a few moments, she felt Lyra’s tongue on her lips, and opened her mouth to accept it. As she leaned into the kiss, she felt Lyra’s lips curl into a smile as a pair of forelegs settled on her shoulders. Point made, she reflected, and hummed quietly. Lyra moaned at the vibration—

And then a tap on the shoulder interrupted the moment. Lyra turned around to find Peter, elbow on the table, giving her a flat look.

“Sorry to interrupt,” he said, sounding not sorry at all. “You looked like you were enjoying yourself, but I heard Bon-Bon mention you were a cryptozoologist, which I presume is why you live in a town right next to the Everfree.” He leaned forward. “Care to tell me about some of the stuff in that forest? And then I’ll leave you to…” he made a vague gesture towards Bon-Bon. “Your activities.”

Lyra glanced at Bon-Bon, who looked somewhat indignant at being referred to as such. Giving her a shrug, she turned back to Peter and took a deep breath. “Well,” she began:

“Everfree wildlife is some of the most hostile in the known world, right up there with what little there is in the badlands.” The grin she gave at this tidbit suggested she didn’t mind at all. “The forest is home to fauna of all varieties, and we only know about a very small amount of them! You probably already know about the independent nature of the flora and fauna—“

“Assume I don’t!” Peter cried, in the process making Lyra pretty much certain he didn’t.

“…All the animals take care of themselves,” she said conspiratorially, leaning in to pretend to whisper. “And the weather moves on its own. And—and—oh, wow. The things in there…” For a second she stared off into space, positively ecstatic. Peter took the opportunity to glance at Bon-Bon, cocking a brow in question. She shrugged. Peter straightened and, hesitantly raising his front hooves, clapped them in front of Lyra’s nose.

“Ah! Wha—oh. Right.” Lyra’s eyes focused on Peter as he gave her a smile and waved. “Well, anyway, there’s cockatrices, they’re kinda like dragon-chickens that can turn ponies to stone, and there’s manticores, which are—“

“I know what manticores are. Listen, I could listen to you talk about this all day, I really could. But for now, tell me about the stuff that comes out of the forest.”

Lyra blinked. Peter had fixed her with a rather intense look, as though he considered the subject of vital importance. She cleared her throat, somewhat derailed. “Well,” she began. “Ponyville isn’t attacked much. It’s kinda disappointing, I know; that’s why I moved here too. But occasionally somepony does something stupid. Once we got this swarm of parasprites—they’re these little bugs that eat everything and reproduce like…something that reproduces really fast. Those little jerks ate my pie!” She pouted for a moment. “And once there was an Ursa Minor. They’re like these bears that are, like, as big as…” she looked at Bon-Bon. “What do you think?”

“Two houses on top of each other,” she offered.

“Two houses on top of each other! Well, maybe not quite that big, but—“

“That doesn’t make any sense,” Peter said bluntly. “One of the houses has to be on top of the other. They can’t be on top of each other.” He paused, eating the last of his food. “Unless…well, maybe. In theory, after you go through a whole bunch of mathematics and logic bombs. Inside the event horizon of a black hole it would work pretty well.” He sucked noisily at his teeth in thought. “We’d have to play with spacetime quite a lot, but we could work it out.”

“That sounds like fun to me,” Turner added around a mouthful of banana nut muffin. And then, after swallowing: “Sorry, what were you saying before that? I wasn’t listening.”

“Shut up Turner,” Lyra said, as though it was a well-worn phrase. “Let’s just say the blue one’s on top of the brown one.” When Peter nodded in agreement, she continued. “Well, an Ursa Minor is as big as one house on top of the other, and made of stars besides, and once one attacked Ponyville! It was so cool!” She clearly thought that Peter’s head had snapped up and his eyes had gone wide for the wrong reason. “Don’t worry though, it didn’t do too much damage before Twilight Sparkle stopped it.”

Peter’s jaw was flailing, as one eye squinted and the other remained wide. “Well, that’s self-evident,” he managed finally. “Otherwise there wouldn’t be a town still here. When you say ‘made of stars,’ you’re not serious, are you?!”

Lyra considered. "Well, maybe it was more made of the night sky. The stars were more decoration, I think."

“Oh. And that makes it much less of an abomination against the very nature of the universe. Carry on.”

“Okay! Well, it attacked Ponyville, but Twilight Sparkle managed to calm it down with music and a big thing of milk. And then there was Cerberus!”

“What.”

"He’s the three-headed dog that guards Tartarus. He left his post and attacked Ponyville, but Fluttershy took care of him, and then Twilight returned him.”

“Seems Ponyville is quite an attackable town. And did anything in Tartarus get out while Cerberus was absent?”

“…I…I don’t know.” Lyra suddenly looked quite nervous, as did the listening Bon-Bon, Derpy, and Turner. “I don’t think so, but…I don’t think anypony really thought about it.”

Peter stacked the three empty paper plates in front of him. “Well!” he said, flipping them as one to balance on his head. “I suppose I can’t expect you to know everything. Like if there are any world-threatening hellspawn running around Equestria. Or whether these plates make an incredible hat for me.” He lowered his voice. “They do.” Returning to normal volume, he continued. “I guess that sorta thing wouldnt be made public knowledge anyway. No, not like the populace needs to know if a crazy demon is going to eat their faces or something. I’m gonna get more food. Anyone else want something? No? Be right back.”

He trotted back towards the snack table, ignoring Lyra’s confused question of “What’s ‘hellspawn?’” and deftly avoiding the various ponies between him and his destination. There wasn’t much food left when he reached the table, but as he nonchalantly emptied the rest of the cookie plate it was suddenly refilled by a 70-mile-per-hour Pinkie Pie.

“Hiya, Petey!”

“Do not call me Petey,” replied Petey immediately. “What’s up, Pinkie?”

“We almost ran out of cookies! But that’s okay because this batch just came out of the oven. Be careful because they’re really really really really really really really really really really hot.” She blew hard on them for about fifteen seconds as Peter’s brow climbed steadily towards his hairline. “Hey, I saw you talking to Lyra and Bonnie and Turner and Vinyl! Great to see you making friends so quickly!”

“Uh, well,” Peter said, with a thoughtful tilt of the head. “Kinda. I thought Dr. Hooves was a time-travelling alien for a couple seconds—“

“I did that when I met him! Easy mistake.”

“—and then I talked monster attacks with Lyra. Productive enough, I suppose, but I’m not sure I can really call them friends yet.” He shrugged, then looked down at the snack table as Pinkie continued refilling it. “So, uh, what do you recommend I—“

Without any warning whatsoever—no shouts of surprise, no spider-sense—there was an enormous BANG from behind Peter, and an armor-piercing bullet went through his gut.

“AAAGH!”

The speed of the shot sharply changed Spider-Man’s direction, and as Captain America stumbled forward several paces, Spider-Man hit the asphalt, blood spilling from his stomach even as he screamed.

“PETER!”

“SPIDER-MAN?!”

Captain America had spun around, pulling his shield off his back to fight whoever had just shoved him, but when he saw the spasming teenager on the ground he looked up sharply, already triangulating the origin of the sniper’s bullet and finding the Punisher, who lowered his rifle, shocked. The shield hurtled through the air, knocking Castle off of his perch, but Spider-Man barely noticed.

“Aaah,” he half-gasped, half-screamed, his breath shuddering as he frantically tried to stem the fountain of blood with his hands. “HHHUUH…Ah! Haaahh…guh…AAAHH…”

“Peter, PETER! Are you okay?!”

Peter’s eyes blinked, then snapped to the pink pony that was frantically shaking him.

“PETEY!”

Peter’s forelegs shoved Pinkie as hard as he could from his awkward position, sending her flying straight over the snack table and all the way into the kitchen, where there was a monstrous crash.

Ponies had recoiled when Peter had screamed and collapsed, and now, as he shakily pushed himself to his hooves, he heard the beginnings of whispers. What happened? That’s the new pony? What’s wrong with him? So he just collapsed? The beige Earth pony in question turned on the spot, looking for the source of the bang, and found in the position of its (approximate) source a popped balloon. What’s going on? Who is he? Was he the one who screamed? Peter shook his head violently, trying in vain to dislodge the panic clawing at the edges of his mind. What’s wrong with him? I heard him talking to that weird Lyra mare earlier—FREAK—asking about attacks on Ponyville—MUTANT—why would he want to know—MENACE—“Yooo-hoooo! Helloooooo?!”

Peter whirled to see an unhurt Pinkie waving a hoof in front of his face. After staring at her for a second, he harshly grabbed her hoof and jerked it down. “Yes?”

Pinkie looked extremely worried. Peter supposed he should be grateful for that. “Are you okay? You were all like ‘GAAAAASSP’ and fell over, and then you were all shaky, and then—“

“Fine! M’fine. Just…too much chocolate cake.” He gave Pinkie an attempt at a reassuring smile. “I’m fine now,” he repeated. “But I—I have to go.”

“Waaaiiit a minute,” Pinkie replied, her face assuming a suspicious look. Peter was already gone, though, and she looked around, confused, before finding him already halfway to the door. Quickly making her way in front of him, she fixed him with the aforementioned suspicious look. “What do you mean you had too much chocolate cake? There’s no such thing! Hey!” She had to twist her head back uncomfortably to follow Peter as he leapt over her without breaking stride, and then she had to take a moment to straighten herself to resume following him again. “I don’t think you’re being honest with me!”

“What gave it away?!” came the annoyed response as Peter all-but-dived out of the front door. “The uncut cake or the screaming?! I’m alright! I just need a bit!”

“A bit of what?!” Pinkie was doing a remarkable job keeping up with Peter now that they were both outside, and they both wove through the few ponies enjoying the evening breeze with unnatural ease. “A bit of pie? What about cookies? You were going for the cookies a minute ago. What’s your favorite, chocolate chip? Snickerdoodles? Those are mine, but chocolate chip is good tmmph.”

Peter hastily withdrew his hoof from Pinkie’s mouth, squeezing his eyes closed for a moment and trying to keep from shaking. “No. Pinkie Pie. I just—need—to be alone for a little. I’ll be okay. I just—“

“Are you alright, Peter? We couldn’t help but overhear, and you sounded distressed.”

Peter’s head snapped towards Turner, who stood at a respectable distance along with Derpy, Lyra, and Vinyl. They recoiled slightly, and Peter realized he was glaring. Even as his gaze softened, more ponies joined them: there was Bon-Bon, probably more for Lyra’s sake than anything; there was Octavia, probably for the sake of not having to sit alone at their table; there was Applejack; there was Fluttershy; there was Rarity; there was Rainbow Dash.

Peter had no idea what was happening. “Yeah, a little,” his mouth said; “well done working that one out.” But mentally he was completely lost. These people—ponies—wanted to know what was wrong, what was happening in his head. They wanted to help him: a situation Peter had long since forgotten how to react to. Taking a slow step back, he continued, “Yeah, I’m okay, just a bit…partied out. You know how it is.” He took another step back, trying to force a smile and only managing a scared grimace.

This was not like him. Any other circumstance, he could have buried this. But in an instant it had made itself known, roaring, and now was refusing to be ignored. And these ponies—these ponies that Peter barely even knew—thought it was something they could help with. Peter shook his head hard, a hand—hoof—flying out when Applejack started to move towards the obviously panicking stallion. “I’m fine! I’ve just…that’s enough for tonight. I’m…I’m headed back to m-my hotel room; night, guys.” He turned to Pinkie, recoiling when he found her uncomfortably close. “AAH! Oh, God. Pinkie, thank you for the party, I loved it. But I’m tired. Goodnight.”

“Petey, what’s wr—“

“Stop. Asking.” A young man in a body he didn’t recognize stood opposite from twelve ponies who wished to know why he was visibly losing control of himself, as inside his head the memories of pain and horror and guilt and death—so much death—his own death—pounded against his eyes and ears, screaming to be acknowledged. Peter was aware of the tears sliding down his cheeks, but did nothing to halt them. “Please…”

Pinkie’s mouth slowly and reluctantly closed, although she was clearly terrified for him.

Peter took a breath, his posture relaxing ever so slightly. “Thank you,” he whispered, and bolted.

Had he been more self-aware, he probably wouldn’t have sprinted like he did, but as it was he was a block and a half away before Lyra had finished shouting “Holy horseapples!”in surprise. He reached the corner, screeching to a halt and changing direction before he had fully stopped, his hooves beating the occasional rock into gravel as he went. He hoped to God or whatever Equestria’s equivalent was that none of them would follow him—especially Rainbow, who might have wanted to see how the hell an Earth pony could move so fast.
Lady Luck seemed to have taken a bit of pity on him for once, for he reached the inn near the train station without seeing any trace of rainbow or blue in the sky. No doubt Lady Luck was planning something diabolical, but right now that wasn’t his problem. He leapt for his second-story window, sticking to the wall under it and forcing it open so quickly and carelessly that a spiderweb of cracks sprang across the lower two panes. He crawled over the sill as quickly as he could, and in the privacy of his room he no longer had a reason to try and keep composure.

He collapsed upon hitting the floor, sobs racking his frame as he curled into a rough approximate of the fetal position. The echoes of pumpkin bomb explosions pounded through his head, the images of people caught in the blasts, being torn apart by fire and shockwaves and shrapnel playing across his vision. A wave, two hundred feet high, racked the Manhattan of his mind’s eye, then spilled away as Morlun’s stoically amused face stepped forward, accelerating into an impossibly fast sprint as he reached a hand forward to grab Peter by the neck.

He gasped, flailing, and performed something resembling a crabwalk until his back his the wall, where he tucked his face into his knees, unable to hear his own sobbing over the sounds of screams of terror and rage and pain—many of those screams belonging to him. The Lizard leered at him from above, claws carving wounds anew as the scar in his stomach felt as though it had been punched open again. An explosion right in front of his face would have knocked him backwards had he not already been pressing into the wall. He felt himself dying; he felt himself waking up in a shape that felt utterly alien. His spider-sense was panicking, screaming, flicking through different levels of danger at random, causing his breath to hitch in his throat even as he cried.

It seemed, though, to settle on an unpleasant tingle, and the sensation rather forcibly brought his mind to focus on it, as it always did. As his mind began to feel less like it was being shredded, his sobbing gradually subsided into shudders. He took a deep breath, shifting into a (bipedal at first, then four-legged, remembering) standing position, and staggered away from the window. His muscles were stiff from the position he had been in, and he slowly realized he had no idea how long he had been—like that.

That was a flashback, wasn’t it? The realization made him stand up straight. Like a—a PTSD flashback. It wasn’t like he had never been overwhelmed by his own memory before, but this was the first time it had really been…like that. The first time he could feel it happening again, old scars bursting anew. He shuddered again, an uncomfortable feeling resting in his stomach. He froze for a second,
considering said feeling. Then he quickly made his way to his hotel room’s bathroom.

He stood above the toilet for several seconds, halfheartedly noting its rather bizarre shape and trying to figure out exactly how one sat on it while his stomach tried to decide whether to turn inside out or not. After about thirty seconds and no horrible feeling in his throat, he pronounced himself safe and turned away from the toilet, to the sink.

His hooves, shaped as they were, couldn’t hold water. He made do by thoroughly soaking both of them and pressing them to his closed eyes. Gradually lowering them to rest on the counter, he stared at himself in the mirror. He turned his head to stare at a scar above his jaw, one that had been just in front of his ear when he had been a human. The transformation had stretched it, put a horrible bend in it, and it was only one of several marks on his face alone and dozens of scars across his body. Nopony had said anything about them all evening, but he had seen one stallion do a double-take at the claw marks across his chest, and at least one mare had stared in horror at his right shoulder until he had visibly turned toward her, glaring. He winced now. The memory of the Punisher's bullet wouldn't leave his mind; he could feel the pain and the blood seeping down his side.

Oh God.

He sat on the floor, taking slow breaths. Ordinarily he would be buried in Aunt May’s embrace by now. Ever since she had walked in on an extensively bandaged nephew and a shredded costume following his defeat of Morlun, being able to have what was basically his mother provide him with some sort of haven had become some of the most welcome moments of his life. But that was impossible now. Aunt May was gone—he was gone. And now he was alone.

I want to go home, said a very small voice in his mind, and he echoed it aloud. Please, please. I just want to go home.

He couldn’t help but feel pathetic. Here he was, the Amazing Spider-Man (or something; he would need a new name), crying for mommy. Snorting stubbornly, he stood up and pointedly walked back out of the bathroom. What he needed was a distraction. Just something to occupy himself with—something big—and he would be fine. Something that would require him to focus and care. He wondered if he would have to go looking for an—

His spider-sense was still tingling.

Never mind. That would do nicely.

It was quiet; more an attempt to put him on his guard than anything. He had been too busy trying to get ahold of himself to realize that the slight prickling that had pulled him out of his state had continued well after it had done its apparent job. Now, though, he gave the room a quick once-over before standing very still and, slowly, his tongue between his teeth, turning towards the window.

As he stalked towards it, the prickling became slightly more insistent. Eyes narrowed, he gently inched it a little bit farther open, careful not to break it further, and peered out. Immediately he leaned as far back as possible: the short time he spent leaning out the window had more than sufficient for a vine just below the window to find an interest with him.

Peter stared at it as it creeped through the window, growing at an impossible speed. It was an ominous shade of black, with blue spikes that looked like disease growing out of it at random intervals. As he watched a kind of pollen was released into the air, blue and shimmering and dispersing incredibly fast.

Okay, that’s enough of that. Peter slammed the window shut hard enough to finish the job he had started earlier, sending jagged pieces of glass tinkling to the ground as the vine stopped growing immediately. Gently he eased the window open again, wincing at the glass shards, picked up the severed piece of vine in his mouth, and roughly threw it out. Before the branch had so much as hit the ground, a fresh piece was snaking back into the room, but when Peter tried the same trick again the vine stubbornly refused to yield to the descending frame and continued growing unimpeded.

...Oh. Peter stepped backwards as more branches grew to cover the open window, and the one in the room seemed to reach for him. Oh shit. His spider-sense was rising to a noise like an air raid siren, and he bobbed forward nervously a few times before diving, clamping his teeth on the plant, sticking to the floor, and pulling as hard as he could.

It took a terrifyingly long time. Peter had already torn loose several hoof-shaped pieces of the floor when finally, with the satisfying sound of roots tearing, the entire vine moved sharply inward, causing Peter to fall on his butt. He let himself sit and pant for a few seconds before bursting forward, pushing the now-dead limbs out of the way, and jumping out the window. He hit the ground running, but only galloped a few meters before stopping and examining the scene around him.

Vines. Everywhere. They snaked across the ground, wrapped around the buildings, pushed through any open entrances they could find. Already the one he had torn out was being replaced by three more; and he would have been willing to bet money that those three were immune to being uprooted even by somepony as strong as him. Peter’s eyes followed along the street until, as he faced towards Canterlot, he noticed something in his peripheral vision. Snapping his head up, he found himself staring at a sky divided in half: the sun and the blue of the sky at noon sat proudly right next to the moon and a deep, starry purple of the night sky. A chorus of whats sounded through Peter’s head at various volumes, before he matter-of-factly jerked his head back down, his eyes still wide as plates, and redirected his attention to the problem he was actually capable of comprehending.

“Ah, no.” The deadpan statement that escaped Peter’s lips summed up his preliminary thoughts on the subject quite nicely. He stood sullenly for another second before a scream from behind him and a street over prompted an ear flick. Well, I hope you’re happy, he said to himself as he turned on the spot and began to trot in the direction of the scream. You wanted a distraction, and you got one. Moron.

No time for that. This had clearly been happening long before the thought had entered his head; he had absolutely nothing to do with it. What was causing the flora to adopt a slightly more proactive approach to agriculture could wait until later. Right now, there was a scream of terror with his name on it. He broke into a gallop, then leapt up and over the house before him. Time to go to work.

On his way past a clothesline hung between two houses he snatched a bedsheet. It was to be the third-worst costume he had ever used, but it would do.

Author's Note

My editor/beta-er, Fedorasarecool, recommended that if I do both, I should focus more on the Background Six for a while and let the Mane Six do their canon thing...so I did. And that's why most of them are barely here.
REVIEW! Please! Tell me if the PTSD flashback or the general panic attack was shit; I'm super nervous about that! Tell me if any of the MANE Six are out of character. Not the Background Six; that's all headcanon and at least one of the most popular ones calls for another crossover, so I kinda had to pick and choose. But most of all, offer ideas for the next chapter. I know basically how it goes, but...y'know. Input. Yay.

Ponyville has a Weed Problem

Under normal circumstances, Lyra Heartstrings would have been elated.

The brambles that had chased Bon-Bon through the front door were dead black, save for the occasional blue thorn growing out of them like…something that grows out of something else. And looks really interesting. Lyra had never been very good with metaphors, but the point was that these vines were unique in appearance, completely different from anything else she had seen before, and they grew incredibly fast. In under half a minute they had filled half the room and were now making a claim on the second half. She had taken note of all this almost instantly, and of the blue dust that was now causing her horn to, among other things, levitate the coffee table and send her harp’s strings vibrating hard enough to break. Yes, the cryptozoologist in her was probably bouncing up and down in excitement.

She wouldn’t know, because what was likely some kind of Everfree plant had attacked her marefriend. Which meant that Bon-Bon—her Bon-Bon, so reliant on her own security in the world—was now cowering in the corner, any rational thought drowned out by sheer terror. Which meant that Lyra was now standing between her marefriend and her attacker, a fire in her eyes and the first weapon-ey object she could find clutched between her teeth.

Not that the weapon-ey object in question—a lamp, actually—was very effective. It was a table lamp, which meant that it had very little power behind it when she went to swing it, and anyway the vines were apparently pretty sturdy. She had actually managed to snap off a thorn in a wild swing, but it had promptly grown back and now the lamp didn’t seem to be having any effect at all. Lyra was growing very worried indeed, and it was becoming increasingly difficult to hide it for Bonnie’s sake. She glanced behind her, checking on her condition, and winced at what she saw. Bonnie was huddled shaking on the ground, chin pressed to the floor and forelegs covering her face defensively. Lyra slowly reached a back leg back, and the cloven hoof brushed against one of her marefriend’s trembling forehooves in what she hoped was a reassuring gesture.

Quite suddenly, the warm tingle characteristic of magic at her forehead increased sharply, drawing a wince from Lyra and jerking the lamp out of her mouth. She shouted “Hey!” as it hurled itself across the room and shattered, without much thought given to the fact that she was talking to a plant. Worried, Lyra glanced at her horn as a bead of sweat ran down it. Magic had never been her strong suit, and the brambles’ wanton abuse of it was (deliberately?) draining her stamina alarmingly fast. But that wasn’t the main problem. The main problem, of course, was that Bon-Bon was in very real danger and scared out of her mind, and Lyra could do very little to defend her.

She settled for the next best thing. Turning around, she stooped down and draped a foreleg over Bonnie’s shoulders, comfortingly running her other hoof through her mane. One of Bonnie’s forelegs shot up, intercepting the hoof and holding it tightly. Lyra kissed her behind the ear—the most convenient spot available from where she was—and nuzzled her close, tensing as she felt one of the rapidly growing vines came into contact with them, numerous tiny limbs reaching out and beginning to tighten.

Had she been looking, she would have seen a hastily-disguised face glance into the window before disappearing from sight. Even so, she definitely noticed the jerk that went through the entire plant, stopping its growth instantly.

Lyra’s eyes opened, confused. The thin vines which had begun to bind her and Bonnie together (which she wouldn’t have minded so much in a different context, but never mind) had faded from black to dark grey, and as she attempted to stand they broke off without much effort at all. When she looked at the main cluster of branches, they, too, had faded slightly, and sections of it were beginning to collapse under their own weight. Lyra experimentally poked the nearest thorn. It poked right back, but then it snapped off, fell to the ground, and was not replaced.

“…Bonnie, I think it’s dead.”

Bon-Bon’s trembling ceased, and she slowly brought her forehooves away from her eyes, staring at the plant. As Lyra poked another branch, she slowly stood, shrugging off the last of the dead vines on her shoulders.

“…It’s dead? How can it be dead?” Bon-Bon puller her harshly away from the plant. “Don’t touch it! It’s probably waiting or…something.”

“Waiting? For what?”

“I don’t know! I’m not an expert on...evil plant…psychology. But why else would it have just—“

A hoof smashed through the wall behind them.

Bon-Bon screamed at the top of her lungs. The hoof withdrew, but its brother punched through the wall nearby. The hoof, and the foreleg attached to it, pushed through the hole in the wall until it touched the floor. Then a shoulder, a head, and most of an Earth pony followed it, breaking the wall around him as he went. Without stopping to give Bon-Bon a chance to scream again, he pressed one forehoof to each mare and pulled himself back out of the wall, dragging Lyra and Bon-Bon with him as though his hooves were covered in glue.

“Your door was blocked,” he told them casually as they got back to their hooves in the alley outside their house. “And whoever used the herbicide last apparently wasn’t all that thorough. Next time, just go nuts.”

As Lyra snickered at his comment, Bon-Bon looked from the stallion (who was clad in a strategically knotted green bedsheet that completely obscured his entire body), to the new hole in their wall, and back again. “Did you just break a hole in our house?!”

“Well, either that or it spontaneously formed around me as I went. Now! Uh, if I were you two, I’d leave town, right now.” His gaze snapped backwards, an instant before a few brambles that had been creeping down the alley lunged at him. The stallion instantly and effortlessly dodged out of the way, then grabbed the mares again and jumped.

Neither of them were entirely sure what happened next, but they found themselves flying in an arc far above the ground—above the brambles—above the houses. The stallion was with them, his forehooves again stuck to each of them, but as they tumbled through the air (Bon-Bon screaming all the way) his back arched, his forehooves detached from Lyra and Bon-Bon, and he did a graceful backflip, landing on a rooftop and bending his legs to cushion Lyra and Bon-Bon as they landed hard on his back.

“I don’t think I need to explain why,” he continued as if nothing had happened, hopping from the roof to a mailbox to the ground like a mountain goat. “Stick to the middle of the road. That sounded oddly spiritual, but what I meant was that most of the vines are attacking buildings, so try to avoid getting near any houses and you should be okay.”

The house they had found themselves on belonged to their neighbor. Not their next-door-neighbor, either: Berry lived three houses away. Bon-Bon sprinted the short distance to the street corner and peered down the street. Yep, there was her house, three doors down and with a mass of dark grey vines filling the doorway. She turned back to the stallion, who was glancing at each of the nearby houses, ears visibly twitching under the bedsheet, and muttering about how leaving town at the very least offered a head start.

“You ju—“ Bon-Bon flailed at him, then in the direction of her house. “Bu—how—wha—I don’t—“

“YOU JUST JUMPED OVER HALF A STREET!!” Bon-Bon hadn’t seen Lyra this excited in possibly years.

“Really?” the stallion asked, half-ignoring her. “Hadn’t noticed. Who lives in that house?”

“BUT YOU’RE AN EARTH PONY!” Lyra was bouncing up and down in a distinctly Pinkie-esque manner, a slightly unsettling grin on her face. “Well, you look like one, anyway! What are you actually?! How’d you do that?! Who armph-”

The stallion removed his hoof from Lyra’s mouth only once he was certain she was going to stop bouncing. “One thing at a time, pretty-please,” he said. He nodded at the house. “Who lives here?”

“Berry Punch,” Bon-Bon answered without leaving her spot fifteen feet away. “I don’t think she’s home, though. She’s probably passed out in Sugarcube Corner.” At the mention of the party, a thought struck her and she realized that she recognized the stallion’s voice. “Wait a minute.”

“WEEELLLL, gotta go,” the stallion cried instantly, having apparently decided not to wait a minute. “Places to go, ponies to save. You know how it is. So, uh, bye.”

With that, he leapt up, hit the wall just beneath Berry’s upper window, and stuck there, hanging on the side of the building by his hooves and nothing else. Bon-Bon’s eyes widened at the sight, but Lyra’s jaw positively dropped, and she started bouncing again.

“WHAT ARE YOU?!” she shrieked, a kind of deranged joy in her voice as she gave a smile that had too many teeth. “WHO ARE YOU?!”

“Lyra,” Bonnie said, deliberately very, very calm, “I’m pretty sure that’s—“

“Good question!” called the stallion back, interrupting her as he crawled up the wall to the roof as easily as one might walk down the street. “…I’m not quite sure. Spider…umm…Spider…” his head, which had been drifting to and fro as he considered, suddenly hung forward slightly, a dejected stance. “Spider. The Spider.”

“…The Spider.”

“Yeah.”

Bon-Bon cocked a brow. “…Is that supposed to be dramatic?”

“No, ma’am,” the newly-christened Spider replied irritably, turning his head to look at her, “it’s supposed to be descriptive.” He paused, then sighed. “It is pretty silly, isn’t it.”

“And pretentious!”

“Well, I guess it suits me then. Now, I really gotta go. Adios.” With that, he took a flying leap off the rooftop, just in time to avoid a particularly thick vine as it snaked up and seemed to grab at him. The leap carried him clear across the street, where he bounced off the rooftop, executed a flawless front flip, and dove out of sight.

“WAAAAIIT!” Lyra screamed, sprinting in that direction.

“Wha—LYRA!” Bon-Bon took off running after her. “Where are you going?! We need to get at least past the train station!”

“Bonnie, you don’t understand!” Lyra reached the corner of the street the Spider had disappeared into, and her eyes widened as she beheld something Bonnie couldn’t see yet. “Oh wow.” She snapped out of her awe as something like the splintering of wood reached Bonnie’s ears and an enormous vine was tossed into view like a twig. “I’ve never seen something like this before!” she continued, barreling down the street in pursuit of the Spider, who had sprinted a few steps from his previous position and seemed to vanish, only a pointed cloud of dust and a brand spankin’ new hole in an upper-story wall revealing where to. “He’s an Earth pony, but he’s not! He’s something else entirely, and he’s a superhero to boot! It’s Mare-Do-Well all over again, except this one actually has superpowers and probably isn’t the Elements of Harmony playing a prank. Probably.”

“It’s obviously a changeling,” Bonnie panted, having finally caught up with Lyra. “Did you see the way he was sticking to the wall? And what kind of pony would name themselves after a bug?”

“Why would a changeling be wearing a bedsheet?”

That wasn’t the argument that froze Bon-Bon’s tongue. The arguments that did that were these: why would a changeling be saving ponies? Ponies were their food source, yes, but there were many other possible ones. Even given that, there was no real reason to even be this close to the Everfree, let alone saving ponies when there were perfectly good ponies to drain on the other side of Equestria. A changeling wouldn’t bother transforming into an Earth pony if it was just going to do its bug thing anyway.

Lastly, why would a changeling have reacted as he did to a simple popped balloon?

“Aha,” Lyra said as Bon-Bon slowly closed her mouth, clearly glad to have actually managed to win an argument—her second in a row, to boot. “There, see! I’ve run rings around you logically!”

Bon-Bon probably would have snarked at her, but there was an enormous crash above them and a blue Pegasus flew out of the hole in the wall at top speed, followed by a mock-cheery cry of “Have a nice day!” After a moment, the Spider climbed back out of the hole and hung on the wall next to it, the bedsheet looking somewhat more tattered than it had, and glanced about.

When his gaze landed on the mares below, he stared for a second before saying, “I’m not sure if it got through the first time. You should be leaving town right now. At high speed.”

With that, he leapt sideways, bounced off another building, and effortlessly sped down the street, averaging a good twenty feet off the ground.

“Wait!” Lyra took off running after him again. “I wanna talk to you!!”

(“Great time to do that! I see no way this can go wrong. Why not go waltzing through a war zone while you’re at it, I’m sure the conversation would be lovely.”)

“Oh for Celestia’s sake,” Bon-Bon growled, running after her. “LYRA!”

Peter had needed this.

Oh God, Peter had needed this.

He bounced off walls, he executed perfect landings, he smashed through walls and brambles and ripped vines off struggling ponies, and for the first time in so, so long it was all so simple. There were no people to carefully hold back against or wince-worthy cracks of bone from when he didn’t hold back enough. There were no stupidly powerful beings throwing explosives into crowded streets and buildings, or heavily armed man-children believing that they could do whatever they wished and that the costumed creep disagreeing with them needed to die. There wasn’t even a niggling question of hypocrisy in the back of his mind. For the first time since the beginning, he felt like one of the 1960’s comic book heroes he had read about in elementary school. No casualties. No real injuries. Four colors, none of them grey. Just him and the task in front of him.

That’s not to say it was relaxing, mind you. People—sorry, ponies—were in danger and they needed protected. Of course he was giving it his all. The terror and guilt that he had grown so used to was conspicuously absent, and he was on Cloud Nine for it, but desperation to save everyone was still sitting in his mind, sending his nerves jumping and driving him to work as fast as he could.

It was also making Lyra particularly annoying. Implacably, she was somehow managing to keep up with him, always yelling questions at the top of her lungs when he came out of a house dragging a pony with him. Granted, they were valid questions, but (as he kept reminding her) this was hardly the time for asking them. All it was doing was aggravating him and putting both her and Bon-Bon into more potential danger.

As Peter chewed his lip, reflecting on this as he made a quick survey of the remainder of the town from a rooftop, his spider-sense twinged sharply and he looked to his left. Immediately his contemplative look gave way to an alarmed one and he dove off the roof, narrowly avoiding an enormous mass of vines as they dove at where he had been standing. He rounded on them once his hooves had connected to the ground, and backed up a few hasty steps as the vines started to twist around and follow him. He had been too caught up in the comparative fantasy to really notice, but the brambles that had grown to replace what he had destroyed had begun to take an active dislike to him. Now they were outright aiming for him.

“—I mean, earth ponies don’t usually stick to walls like that unless they accidentally get glue on their hooves or use suction cups like those ones Pinkie has. So how are you doing it? I didn’t hear popping when you climbed Berry’s house, so—“

“Bon-Bon,” the Spider said, peering over the mint-green mare as all three of them trotted briskly away from the advancing, newly-formed hedge, “could you please take your girlfriend and, like, carry her out of town?”

“I would,” she said, glancing behind them and quickening her pace nervously, “but she’ll just get off of me and keep following you. You’d have to have a very good reason to get her to leave something like this.”

“…That’s a very interesting definition of ‘good.’”

“Yeah.”

“Hey!” Lyra said, offended. “I’m right here!”

“Yes, we know. That’s the problem.” The Spider froze mid-step as a barely audible scream came from the house they had just passed—the house that now had a huge number of vines besieging it. “…Shvantz. Tell you what, you come up with an acceptable reason, and I’ll be right back.”

He turned around, then swore again. The brambles had already grown to nearly engulf the first floor of the house, and were climbing to the second fast, even as most of them continued chasing after him. Placing a hoof on the side of an adjacent building, he vaulted straight up the wall, flipping onto the roof and bouncing onto the roof of the house he was attempting to enter. Above him, a blue pegasus (probably Rainbow Dash, but he didn’t check) dropped out of the sky, covered in dark cloud-stuff as though it was gum, then shook it off and rose skyward again. Then, as the Spider started tearing away the thatching of the roof in an attempt to get inside before the brambles reached the roof, she suddenly changed direction and dove towards him.

A high, sharp note of MOVE—original flavor, one could call it—pulsed from the back of his skull through his body, and the Spider jumped four feet backwards, deftly avoiding the pegasus (who was, indeed, Rainbow Dash) as she hit the roof and smashed straight through. Smiling beneath the bedsheet, he silently thanked her for her help as he dove through the hole after her.

Rainbow Dash met the Spider halfway between the floor and ceiling. He had been warned the typical fraction of a second before, but by then he was completely though the hole and had no way of dodging. Consequently, she hit him square in the gut, carrying him right back out of the hole and smashing him into the beam at the center of the roof. He easily kicked her off and dove right back in the hole again, but she followed, landing directly between him and the stairs to the first floor.

“Alright!” she shouted. “I know an Everfree monster when I see one. This is Ponyville, buster, and you’re not welcome here! Take your funky weather and get out before I get mad!”

“I’d pay to see that,” the Spider said thoughtfully. “Actually, no I wouldn’t. Tantrums aren’t fun to watch, not even from you. Get out of my way; there’s a pony downstairs.”

“No! You’re not attacking innocent ponies on my watch!”

“I’m not doing it off your watch, either! You don’t even—“ he paused as the room grew dark, then glanced up at his spider-sense’s urging and sighed, exasperated, as he saw vines growing through the hole in the ceiling and reaching for him. “Wow!” He leapt forward, momentarily avoiding their grasp. “Good work, Dash, you kept me occupied long enough to let the hentai plant in! You’re better at working on their side then I am! Now get outta the farshiltn way!”

Whether she wanted to comply or not was irrelevant, as she suddenly found herself being thrown to one side. By the time she righted herself in midair, the door was open and the sound of hoofbeats pounding down the stairs had stopped. Quickly, she launched herself after the Spider, very nearly hitting two walls on her way down the stairs and turning into the living room.

The Spider turned his head slightly, enough to let Dash know that he was aware of her presence, but for the most part he kept his attention on the nearly-hysterical mare in front of him. “Yeah, I’m from the Committee of Volunteer Hedge Trimmers. We just formed like half an hour ago. You should look into us, we’ve got pamphlets. Hey, come on, let’s get out of here.”

“Wait!” Rainbow Dash cried, even as he pulled the mare to her hooves and began leading her towards the stairs. She darted between them. “Don’t trust him, miss! He’s obviously a monster or something disguised as a pony!”

“And then further disguised as a bedsheet? Rainbow Dash, you should be more creative. A few bursts of super strength and speed and you cry Everfree? I could just as easily be an alien. Onwards!”

He dragged the mare after him, bolting up the stairs as fast as her hooves would allow. Dash hovered after them, still listing off increasingly convoluted reasons for why he couldn’t be trusted. It was very annoying, the Spider reflected, but that was quickly drowned out by horror (and spider-sense) as they reached the second floor and saw the progress the vines had made into the room.

The hole was completely blocked, for one. For another, the brambles were snaking downwards, nearly to the ground, but as the Spider stepped forward, they suddenly curled upwards and seemed to leap at him.

“Jeez!” the Spider cried, ducking. He darted to the side, pulling the pink mare with him and trusting Dash to get clear on her own. Coming to a stop on the other side of the room, he glanced behind them, biting his tongue. The wall itself probably had a hearty reinforcing of immune-to-brute-force brambles lining the other side, but the corner where two walls and the ceiling met…

“Hey, Dash. I need you to smash a hole riiiiigght there. Then I’ll carry her out through it, ‘kay?”

“What?! No! Why would I trust y—“

“Because what the hell else would I be doing here.” The vines were crossing the room uncomfortably quickly, and the constant whine-like sensation in his head was making things even worse. “Just do it and interrogate me later, alright?!”

Perhaps stunned by the desperate edge in his voice, Dash hesitated for only a second longer, glancing at the advancing brambles before beating her wings hard, hurtling for the corner and hitting it with outstretched hooves.

Nails tore out of boards like nothing. Plaster cracked and shattered under the sudden impact. So hard was the hit that the hole formed was nearly twice the size of Rainbow Dash, and what very few brambles had wrapped around the corner were thrown outward, the hold they had found suddenly reduced to so much sawdust. By the time they even began to regrow, the Spider had cleared the hole, the earth mare screaming at the top of her lungs on his back, and was skidding to a stop on the roof of the house across the street.

Quickly hopping off before the brambles nearby got any funny ideas, the Spider sprinted down the street and through a relatively clear alley, managed to stop moving roughly five feet from a briskly-trotting Lyra, and shrugged his front legs and hopped with his back ones. The combination of the movements and the momentum from his burst of super speed sent the pink mare up, over his head, and squarely onto Lyra’s back.

“Here’s a good reason for you,” he said, making a quick survey of which buildings around them he had searched and which he hadn’t. “She’s, she’s pretty much tharn. Could you get her out of town and then not come back, d’you think?”

Lyra, who had collapsed under the sudden weight of the mare, looked up and smiled. “Oh, hey Daisy! I’ll, uh, ooof—“ she stood up with difficulty, panting when she made it to her hooves. “…I, uh, I can’t carry her that far.”

The Spider attempted to exchange a glance with Bon-Bon, but she was busy trying to restore Daisy to something approaching coherence. “Daisy. Daisy, it’s me. You’re okay, you’re fine. We’re here…”

“…The horror…”

Looking back down at a straining Lyra, the Spider gestured in her marefriend’s general direction. “You’ve got an Earth pony right there. Support her between you two. (Nice catch, by the way.) Listen, I have this to get to, and I don’t have time to get Lily or whatever her name is out of town.”

“Really? I’ve seen you run—“

“Do this and I will tell you everything later.” It was a lie, and he knew it the instant he said it. There were some things that should never be related, and there were some things that Lyra had no business knowing. “Just get her out and see to it she’s okay. Got it?”

“Hey, don’t think I’m done with you!”

“OH FOR GOD’S SAKE!” The Spider rounded on Rainbow Dash, who hovered some distance above him, hooves crossed. “I assumed you were done with me when we got Dandelion (or whatever) out of her house and we could both go do superhero things! Look, do you want me to help evacuate this town or not?!”

Whatever Dash was going to say in response (and judging by the shape of the first syllable, it wasn’t nice), it was sharply cut off as her gaze snapped to the approaching brambles. Her wings twisted slightly and beat hard, pushing her completely out of the way of a lunging vine. The Spider saw this and everything else at once; in a rush of humming, or tingling, or the buzzing of an entire beehive, he felt like the entire universe had telegraphed its next move. He saw the five different limbs growing to attack him, he saw the barely-dodged branch just beginning to curve around towards Dash again, and he saw Daisy being supported between Lyra and Bon-Bon as they stumbled away—not nearly fast enough.

He hated moments like this, but maybe that needs elaboration. He loved when he could sense his entire environment down to the smallest detail; he simply hated the things he saw. The only moments that spider-sense would let him see everything were the moments he needed to.

First on the agenda: the Spider threw himself backwards as hard as he could, dodging black vines and leaving a horseshoe print in the ground where his right back hoof had stuck for leverage. The motion turned into three-fourths of a backflip, and when he hit the wall of the house that had been behind him he bounced, hurtling back towards the brambles as they continued their path, having found the space where the Spider had been remarkably empty but with ground-bound ponies not even ten feet beyond. The brambles had dived for them, but the Spider, moving so fast that the ground five feet beneath him exploded into a valley-shaped cloud of dust, stuck to four of them, caught the last between his teeth, and dragged their path to the right through sheer momentum.

He knew what to do next. He had so much practice working with the manipulation of anchored lines at high speed, he barely even had to pay attention. Tying two of the vines together, he caught the one going towards Dash under his arm (foreleg) and pulled, changing his direction and taking the brambles with him, dragging them right back into the mass from whence they came. With spider-sense focusing his thoughts and directing his actions, he dove under a large vine, bounced upward off the ground, tied one of the hijacked vines around it, leapt off, tied two of the other limbs together, pulled the remaining two through the resultant loop, and stabbed them through with a nearby thorn.

He landed on the central beam of a rooftop, panting as his situational awareness slowly receded into its normal capacity (which was still pretty impressive, but comparatively lackluster*). The enormous black bush had momentarily stopped attacking as it found itself completely tangled and virtually useless. Lyra and Bon-Bon had managed to accelerate and had by now rounded the corner to Main (Mane? He hoped not) Street and vanished.

And then Dash was right in front of him. “How’d you do that?”

“Ah, which part?” He glanced past her, carefully keeping track of the bush’s progress at untangling itself.

“All of it!” The Spider stepped backwards, giving Dash room to land in front of him and continue talking, but she didn’t seem to notice. “I’ve never seen something move that fast without wings!”

“Sure you have. Just now. Uh, the thing’s untangling itself.”

“Yeah, I hear it.” Her wings beat a little harder, carrying her another five feet upwards. “…You actually meant it when you said you were here to help, didn’t you.” It wasn’t a question.

“Nice job on the uptake. Took you five minutes longer than it should have.” A sudden, slight buzz, and he knew that the brambles were ready to attack. “Watch out—!”

“I know!” Dash burst forward, barely avoiding a vine as it shot upwards. The Spider took several steps backwards as it lost momentum and fell towards him, in case it got any ideas. As he continued walking backwards, he drew level with the still-airborne Rainbow Dash and glanced up at her.

“Tell ya what,” he said. “You take that side of town, I take that side, we’ll meet up again when we run out of ponies to save?”

“Fine.” Dash sped away, leaving a rainbow-colored trail behind her. A moment later she returned. “But after that, you and me are gonna have a talk.”

“Swell. I’ll bring snacks.”

A prismatic blur, a set of hoofprints torn out of the beam, and the roof was empty.

Considering that they were shoulder-to-shoulder and supporting an Earth pony fond of hayfries between them, Lyra and Bon-Bon were making pretty good time. The brambles clinging to the surrounding houses paid them little mind unless they got too close, which Bon-Bon wasn’t especially eager to do anyway.** There were a few streets that were completely blocked off by thick, black, thorned hedges, but one of them almost always knew a detour around them. All told, it took about twenty minutes to get within sight of the train station.

Things probably weren’t much better on the other side of the tracks, granted, but on the other hoof, Bon-Bon failed to see how they could be much worse. Like the Spider said, it was at least a head start.

“Hey Bonnie.”

Bon-Bon turned her head slightly in acknowledgement, but didn’t take her eyes off the railway. “Hmm?”

“Will you marry me?”

Bon-Bon froze, but only for a second. The question probably would’ve had a lot more impact if Lyra didn’t ask every time Ponyville was in peril. “…Nah. Everypony has a summer wedding. And we don’t have the money saved up for a honeymoon.” She paused for a minute, continuing to walk. “Besides, we’ve got this to deal with! Why are you thinking about—are they still in there?”

“Are who still in where?” Lyra replied, and then she said “Ohhh…” as she noticed a faint magenta glow from the windows of the house Bonnie was looking at. “…Probably. Can you hold Daisy for me, I’ll—ack!”

Leaving Lyra for a moment to struggle under Daisy’s weight on her own, Bon-Bon ran for the house. The glow was definitely the same color as Vinyl’s magic, and judging by the brambles wrapping around the house it wasn’t being made intentionally. Worriedly looking at the vine snaking a few feet above the doorway, she quickly knocked and stepped very far back.

There were several minutes of no response. Bon-Bon’s back hoof tapped against the ground anxiously, fighting every instinct she had to run away from the vine that she could swear was staring at her threateningly. After straining her nerves to the breaking point, she pounded on the door again, only for it to open midway through her knocking.

Vinyl looked absolutely miserable. Her ears were drooped, her lip quivering, and although Bon-Bon couldn’t see her eyes she could clearly see the expression in them. “Hey, Bonnie,” she said, her horn sparking and ripping a painting off the wall behind her. She flinched. “What’s up?”

“It’s, ah heh, it’s funny you should ask.” Bon-Bon glanced again at the vine above her. “Get Octavia. We need to go. Now.”

“Why?” Vinyl asked, peering out the door and up to see what Bonnie had glanced at. “What’s that?”

As if in answer, the vine darted out to grab at her, and she ducked back inside with a startled cry. “What the pluck?!” she screamed, backpedaling furiously as it followed after her. The blue pollen dispersed into the hallway, and Vinyl’s horn sparked in response. “TAVI! I told you! I plucking told you it wasn’t me!”

“I SAW YOU DO IT, VINYL SCRATCH! YOU CAN’T JUST PRETEND MY CELLO SMASHED ITSELF AGAINST THE WALL WHEN WE—SUN IN THE SKY WHAT IS THAT?!”

Bon-Bon leaned as far as she dared into the doorway, which was just far enough to see Octavia staring at the bramble from the entrance into the living room. “It’s…I don’t know, but it’s attacking Ponyville! And there’s some kind of changeling or something fighting it, and we need to get out of here now! Come on!”

Vinyl nodded furiously, attempting to weave around the vine. It followed her, and she leaned back. “…I’m gonna go out the back.”

“Don’t say that out loud! It might hear you or something.”

“Can they do that?”

“I don’t know. That’s exactly the sort of tactics they’d try. Go!”

Vinyl went, sprinting down the hall and out of sight. Octavia moved to follow her, then doubled back and vanished into the living room. Bon-Bon attempted to peer into the living room, but the vine finally decided to go for her and grew a limb, reaching out.

That was enough bravery for one day, Bon-Bon decided, and bolted. Screeching to a stop next to Lyra, she hastily picked up her half of the still-catatonic Daisy and attempted to break into a trot. “Lyra, I’m back! Vinyl and Octavia are on their way; let’s go now!”

“Check out this cool bug!”

“Lyra, NOW!”

“Ah, putz.”

The Spider had been leaping for a rooftop when a vine suddenly decided to wrap around from the far side and overtake his target. In hindsight, spider-sense had probably warned him, but he had assumed it had been referring to the more immediate threat of the vines overtaking the roof he had been standing on. His limbs flailing as he neared it, he suddenly looked up and to his right as Rainbow Dash came barreling towards him.

Peter wasn’t quite sure whether to smile at that or not. He certainly accepted the rescue, as he had always done before, but (as he stuck to Dash’s outstretched hooves and leaned into her turn as best he could) he couldn’t help but be annoyed that he was being rescued by a pony who clearly didn’t like him.

“Thanks,” he called up anyway.

“No problem,” Dash replied, flying around a carousel-like building (Peter began considering the implications of that, then hastily stopped). “I saw my friends next to Town Hall. I’ll go see what they know about this.”

“Lovely. And then maybe we can have a nice little seminar, maybe form committees, give the mayor a pretty PowerPoint presentation on the architectural concerns of the Hedge from Hell. Or maybe you’ll do that, and I’ll just skip Step WTF and keep saving ponies. Airdropping weed killer can come later. Oh look, ponies trying to get into their house. Allez-oop!”

He released Dash’s hooves, dropping back to ground level and landing on the base of an infantile vine that was growing behind a brown stallion.

Time-Turner, to be specific, was trying desperately to tear through the vines that had grown around a door. Above him, Derpy was wrestling with the vines at (in, in one case) the upper windows. The Spider glanced from him to her and back, before clearing his throat and speaking.

“I’m sure you’re very confused,” he said, “but being indoors isn’t gonna help you much. Good effort, though.” He grabbed Turner by the shoulders and began to pull him away from the door, and spider-sense chose that time to twinge softly.

Most of you have by now gathered that Peter had some form of super~~human~~equine durability. This was, of course, a natural byproduct of his super strength—or perhaps it was the other way around, and super strength was a byproduct of durability. In order to lift a car, after all, one must first be able to resist being squished under its weight. Peter certainly appreciated his toughness more than his strength; it was the primary reason he had survived a full three years as a superhero, while all his other powers just motivated him to try harder to get himself killed. Grenades had gone off in his face and he had been able to keep fighting.

So it came as something of a surprise when Turner kicked him in the face not only hard enough to hurt a little, but hard enough to send him flying a few feet back and land on his back.

He scurried back to his hooves, and this time roughly shoved himself between Turner and the house. “Okay,” he said, beginning to push him backwards. “That was completely uncalled for. There’s absolutely no reason to be—“

“Let me go!”

“No. What is so important that you think you need—“

“MY DAUGHTER’S IN THERE! LET ME GO!”

The Spider froze. “…Well that’s another matter entirely. I’ll be right back.”

He vanished in a momentary blur of dark green and a tremendous smash, and there was suddenly a large hole in the wall.

If Peter hadn’t already known that this was Turner’s house, he would’ve been able to guess pretty quickly. The walls of the entrance room were lined with clocks and shelves containing watches. Each was so perfectly set that they ticked in unison, a chorus of simultaneous tics punctuating the air exactly once a second. Peter smiled in satisfaction at the precision, then his ears folded back and he glanced around, looking for a filly.

This room was empty of anything that wasn’t a timepiece or a painting. He hopped over a counter and through a door, glancing about the kitchen beyond. On reflection, he should’ve asked Turner how old his daughter was. He would’ve known if she was the type to hide in a closet when scared. Darting over to the pantry, the Spider threw it open and scanned the bottom, then did the same with all the lower cabinets. Finding nothing, he darted up the stairs and found himself in a short hallway.

Oh, hey. Crying.

Following the sound of muffled sobbing, the Spider peered around a doorway and recoiled slightly. This was the room he had noticed had an open window, and it seemed the vines had taken full advantage of it. Black brambles seemed to pour in through the window, curling around bedposts, covering the floor, and entangling a grayish-pink unicorn filly in their midst.

The Spider pushed the door open a little further, ignoring the warning his spider-sense gave him. Immediately, several vines rose, pointed at him. He could practically hear the villainous hisses of “You!” and grinned toothily at the thought.

“Hey,” he called, waving a hoof at the filly. The vines darted at him, one by one, and he hopped upwards, bouncing off the wall just above the door and sticking to the ceiling as the vines flew through the space where he had been less than a second ago.

The filly looked up at him as he trotted across the ceiling and screamed. It was the sort of scream that one makes when every single one of their worst fears comes true at once. Peter could hear both parents scream “DINKY!” in response, and two of the vines filling up the window moved backwards a few inches as if sharply pulled. They continued moving backwards as Derpy continued pulling on them outside, and the sound of brambles being torn somewhere near the ground was distinctly audible.

“You have the best parents ever!” the Spider commented over Dinky’s screaming. “I’m so freaking jealous!”

Dinky continued screaming. The Spider dropped off the ceiling, narrowly avoiding the vines that had sprang from the bedposts, and landed in front of the veritable net of vines holding Dinky in the corner of the room. Grabbing at two of the vines, he pulled, threw them aside easily, and reached a hoof into the resulting hole.

Rather than grab it, Dinky pressed herself further into the corner, tears of fear running down her cheeks. Peter furrowed his brow, confused. It wasn’t like this sort of thing hadn’t happened before, but he had no reputation to inspire terror here, and he wasn’t wearing a mask that had incredibly creepy reflective bug eyes. “What’s up?” he asked, but then—MOVE—he leapt to the right, dodging vines that had leapt at his back. Instead they wrapped around Dinky and dragged her, struggling and screaming, out of the place that had shifted from prison to refuge and under the bed.

Well, they tried to, anyway. She was about halfway there when a set of beige hooves stepped on each bramble.

The Spider had pulled the part of the sheet covering his mouth up, and now bent down and, with a sharpness only used by those in a terrible mood, tore each vine in turn with his teeth. As he went, he felt each of them attempt to fight back, and the toys being chaotically levitated by Dinky’s horn threw themselves at his back and head. But then he pulled his head up, and, muttering something about the room being a lovely one but not to his tastes, grabbed Dinky and bolted from the room.

He hit the wall opposite the door, Dinky landing on his back and bouncing slightly. The vines that had gone through the door earlier twisted around and towards them, but the Spider leaned backwards, avoiding the first, raised his back hooves to avoid two, and then sprinted forward before the fourth or fifth could launch themselves farther than about a foot.

The window at the end of the hallway had two thick vines over the bottom panes. The Spider tensed and launched himself at the upper ones. He raised his front hooves and brought his back ones forward—he no longer had any fingers to lose; instead he had keratin hammers. Self-defenestration could be fun now.

His front hooves hit the glass first, followed by his back ones. Squeezing his eyes shut and trusting that the terrified Dinky was probably already doing the same, he lowered his head as he and his passenger sailed out the window in an explosion of glass shards. An assortment of hard, sharp points scored deep, painful cuts in his legs and trunk, and he hoped that it was he and not Dinky that took the bulk of the lacerations. As he felt the shards let up, he cracked his eyes open and saw the ground come rushing up to meet them. Opening his eyes wider, he spread his hooves wider and, upon hitting the ground, deliberately collapsed to more effectively cushion the child on his back.

The instant they slid to a stop as the ground resisted the momentum of the jump, the Spider felt Dinky scurry off his back and towards the voice of Time-Turner. He stood, turning towards them.

“Get away!” Dinky screamed at him, burrowing further into Turner’s embrace. “Get away! Daddy, make him go away!”

Turner ignored her for a moment, gazing at the significantly more torn-up Earth pony with a look of infinite gratitude. “Thank you. Thank you. Derpy, she’s down here! I mean it. Thank you so much…you.”

“He’s a spider! He’s a changeling!” Dinky’s gratitude was evidently a mote less infinite. As Derpy peered around the corner of the roof, a vine clenched between her teeth, Dinky released herself from Turner’s forelegs and ran behind him, as though using her father as a shield. “He walked on my ceiling! Daddyyyyy!”

“I’m, I’m sorry about her reaction.”

The Spider waved it off. “’S cool. I’m used to it. Gratitude’s not a renewable resource y’know, good of her to save it for things like milkmen.”

“She’s scared of spiders.”

“I said it’s fine!” Derpy had joined them on the ground, and now Dinky was draped in one of her wings. “Now, listen. Stuff like this is usually kind of a town-wide eviction notice, so, I suggest you beat the feds and…” he searched for where he had been going with this trivialization and came up blank. “…Leave. That’s what I was getting at. This is coming from the forest, so you oughta head for the train station and just keep going.”

Turner had suddenly started staring at the brief flashes of hazel he got through the holes in the improvised hood, one ear straight up as if listening intently. “Wait a moment. It’s—“

“Soooooooo, you should probably get on that. It’s thataway…I think. Seeya.”

“But it’s—“ Turner had reached out a hoof in a confused point. “…It’s you. Isn’t it?”

“…No, it’s vines. Yew is a tree.” Peter took more pride in that pun than it deserved. “Now vamanos! Actually, wait: Allons-y! Ha ha!"

Turner looked blank.

“…Go!”

“…Oh!” Turner shook his head violently. “Right, yes. Good idea.” He turned around and kneeled down, letting Dinky climb onto his back, then set off in a quick trot in the direction of the train station. The Spider nodded to himself before launching into the air and alighting on an unoccupied rooftop, trying to determine which parts of town he had covered and which he hadn’t.

“Aren’t you coming too?”

The Spider turned his head nearly all the way around and saw Derpy hovering a few feet above the rooftop. “Well, no,” he said. “That’s why I didn’t start running towards the train station.”

“But—“ Derpy tilted her head, and for a moment her irises were perfectly level. “Why not?”

“Well somebody’s gotta evacuate ponies. It’s weird how little thought the forces of good put into that.”

“But that’s their job. Not yours.”

“The hell it isn’t.”

As the Spider raised a hoof as though mentally marking off houses he recognized, Derpy narrowed her eyes just a little and huffed. This pony, whoever he was (she recognized the voice, but wasn’t really thinking about it), had just saved Dinky from a swarm of malevolent plants. She owed him the sun, the moon, and all the gold in Equestria. And seeing as she was in no position to give him most of that, she could at least see him safe. But here he was, blowing her off as though he had already moved on in his day. She flew in front of him, in the process blocking his view of greater Ponyville.

“If it’s your job, who’s your boss?”

“…I’m self-employed. I don’t recommend it, the benefits are lousy.”

“Nopony’s asking you to put yourself in danger for them.”

“No, but that’s because they don’t think that’s an option. If you had known I could get your daughter out of there, you absolutely would’ve asked.”

That took the wind out of her sails a little. Perhaps literally; she landed on the beam the Spider was standing on. “Well…yes, but…I didn’t! Know, I mean. So why would you do it anyw—“

“Because I can.” The Spider shrugged. “I can…Listen, I appreciate you asking me to take care of myself instead. But I can do things. I can help pe—ponies. I can. And they need me to. So I’m staying.” He took her hoof, almost graciously. “Besides, me being selfish always ends badly. For me, I mean. And for everyone I know.” With that, he threw himself backwards and rolled, pulling her with him and catapulting her into the air with his back hooves. “Have a nice flight! Say hi to your arachnophobic daughter for me!”

Derpy tumbled through the air for a moment, unable to tell which way was down as her wings flailed. Then she caught the breeze and found herself gliding several feet above the houses. For a few seconds, she was completely lost, but then she noticed a mailbox she recognized. Okay, that was Pink Drink’s house, so that was 2nd Street, so her house was—there. And the train station was—

Derpy banked hard and started flapping for all she was worth, but her head was buzzing with the conversation she had just had.

A tree.

The library, Peter concluded after a few seconds of staring, was a tree.

He wouldn’t deny it was a cool idea. Awesome, even. Beat out concrete any day of the week. Still, he wondered how they managed to hollow out the tree in the first place—and for that matter, if it was still green, the inside would probably be drenched in sap. And once he had that thought, it wasn’t a matter of whether he approved of books being in there or not, it was a matter of how strongly he didn’t. Leaping from the perch where he had been standing, he hit the window and stuck, peering inside.

The Bearers of Harmony, scattered about the room, had all looked up at the thump on the window and recoiled in surprise at the pony clinging to the window outside like some kind of oversized insect. Rarity had given a scream. Rolling his eyes, he roughly forced the window open and balanced precariously on the sill. “Ladies,” he said, hopping inside and snapping the window shut with a back hoof, “as much as I love reading, there are better times. Like pretty much any other time.”

“Shut up,” Dash said flatly, throwing a book over her shoulder. As the Spider darted over and caught it with the kind of panic only seen in bookworms, she continued, “We’re trying to find out what this is, and what weaknesses it has.”

“It grows so fast it occasionally starves itself,” the Spider offered. “Apart from that, it’s probably immune to whatever killed it last time. You know, if there was a last time. Lyra Heartstrings didn’t seem to know much about it, but—“

“And what, exactly, are you supposed to be?”

The Spider glanced in Rarity’s direction as her eyes travelled up and down his form. “I’m the Spider. Not to be confused with Handsome McStud, despite appearances, so you can stop that.”

Rarity gave an unladylike guffaw. “In what you’re wearing? By Celestia, no! What in Equestria possessed you to try and use a bedsheet as an article of clothing?!”

Oh. Thank God. “The dread spirit Convenience. I can’t stay, but have you found anything?”

Fluttershy started to say something, but the Spider stopped listening after the first syllable when an unearthly, prolonged ringing made itself known in the back of his head. His ears flicked back, and he turned sharply, then did so again as his eyes found nothing. The ring was growing in volume, and he became unpleasantly aware of something outside the library hurtling towards them from above. Turning towards the sensation, he shifted his hooves into a defensive stance—

Started to, anyway. His right hooves were off the ground when spider-sense unexpectedly jumped from ready to GO and a lavender alicorn came flying out of a flash of light six inches above him.

To his credit, he had been already starting to jump out of the way when she crashed into him.

They tumbled together for several feet, he over her and her over he, before crashing headlong into a bookshelf and knocking most of its contents onto themselves. Instinctively a beige hoof snapped up and deflected a large volume from lodging its corner in his face, but from his awkward position that was roughly the extent of his ability to shield himself. After a moment there was nothing but a chaotic pile of large books and paper with a foreleg sticking out of the top. A sigh was audible from somewhere inside the heap.

After another moment, a distinctly male voice said, “Princess Twilight Sparkle, I presume.”

“Ow. Yep, that’s me. Nice to meet you…”

“Charmed.” The pile shifted as the Spider sat up, gently pushing a wing resembling a grape-flavored stork’s out of the way. “I’m the Spider. Yes, it’s a stupid name; no, I’m not in the market for a better one. Do you teleport often or just when you want to blindside paranoid ponies? Because there are probably better excuses to warp space-time.” Standing, he trotted back towards the middle of the room as he continued snarking over his shoulder. “Well done with clearing the bookshelf, though. Could be neater, but I’ve never seen someone do it so fast. Heeeyy, a dragon.”

Indeed, a small, bipedal dragon had just crawled through the front door. It looked dazed; Peter could practically hear the ringing in its head. As he watched, it crawled several meters, kissing the ground all the way. “Sweet ground! Sweet, sweet, wonderful ground!”

“It’s gonna be a whole lot less wonderful when you think about everyone else who’s walked there. Now. I wasn’t listening earlier, I was having an episode.” He paused to yank Rarity out of the way an instant before a vine the size of a tree trunk came through the window. “What were you saying?”

Rarity ignored the horribly-dressed, infuriating pony, giving Twilight a shaky smile. “Our efforts to research this calamity have proved in vain—“ she paused, allowing for a sarcastic comment that, surprisingly, didn’t come— “but perhaps you already know. Has Princess Celestia sent you to dispel it, post-haste?”

Twilight looked uneasy. “…Noooot exactly,” she began.

“Meaning no?”

She wisely ignored the Spider. “You see, Princess Celestia is…well, she and Princess Luna have both…”

She seemed reluctant to say it. A horrible sinking feeling was in Peter’s stomach, and judging from the other five in the room, it had made a home in each of theirs, too.

Apparently the dragon had no talent for suspense. “—GONE MISSING!”

The rest of the Elements gasped. The Spider breathed a sigh of relief. “Oh. Okay.”

“What?!” Princess Twilight was staring at him, and the hum of spider-sense suddenly started getting a little louder. “What do you mean, ‘Okay’?! This is a disaster! If they’re both—“

“Could be worse. From the way you were going on I thought you were gonna say they were dead.”

Twilight froze mid-word. “…Oh. That…would be worse. But they’re missing. They might be dead—no, that’s silly, they can’t die—“

“Really?”

“…I don’t know. I don’t think they can, I mean they’ve been around for over a thousand years, but maybe if something really powerful attacked them—“ she took a deep breath. As attempts to calm down went, Peter had seen less effective ones. Usually from himself. “Well,” she said, a note of determination and an attempt at optimism in her voice. “That just means we’ll have to have the Elements of Harmony ready to go.” She levitated the glass cover off a display nearby, and magenta auras surrounded the five golden necklaces inside.

“Oh, yeah,” Dash said, pumping a hoof as one of the chokers clasped around her neck, a ruby lightning bolt glinting in the light from—Peter abandoned the search for a source after a precursory glance about the room. “Just like old times!”

“Booyah!” Pinkie agreed, gleefully bumping hooves with Twilight.

Applejack lifted her chin as an apple-studded necklace found its home. She smiled at Twilight. “Ah told ya we’d always be connected by the Elements. Now we just got to figure out who to aim these bad boys at, so we can get Celestia and Luna back, and keep the rest of Equestria from becoming plant food!”

“Llllovely.” All attention turned to the Spider as he sauntered to the window. “You have fun with that. I’m off!”

“And where are you going?” Twilight asked sharply.

“Why aren’t ya leaving through the door?” Applejack added.

“The door? Why would I go out the door? The window’s right here.” He opened it as if to illustrate. “There’s a vine under your hoof, by the way. And listen—“

“What are you doing?!”

What he was doing was balancing on the windowsill, but he assumed Twilight was asking in a broader sense. “Oh, you know. Existing, breathing, saving ponies from malevolent weeds. The usual. Have a nice fetch quest!”

He jumped out the window, spider-sense made its own equivalent of a weird noise, and in a flash of magenta light he landed on the library floor. His head snapped up, eyes wide behind the hood as he tried to get his bearings. If there was one thing that freaked him out more than someone teleporting, it was him teleporting. As if spider-sense hadn’t been panicky enough already.

Twilight was staring at him. Her eyes were narrowed slightly, as if she wasn’t sure to glare or not. “Listen, buster. You haven’t given me a single straight answer since I got here—“

“Not true. I told you why the princesses being only missing was a relief—“

“Don’t interrupt me,” Twilight interrupted. “We are in the middle of a crisis, and you’re a very suspicious pony. I’m not insinuating anything—“ the Spider gave her an incredulous look— “but I don’t know how you’re part of all this, and I’m gonna find out.”

“I dunno, that sounded pretty insinuating to me,” the Spider said, rubbing a fetlock on his chin. “Can’t I just be a g—a pony who wants to help? And has spider-based superpowers? Is that so hard to accept?” He considered the question when Twilight gave him a flat look. “Okay, good point. But listen, while you’re sitting in this library, or chasing the—the whatever at the source of all this, there are ponies out there in trouble. Maybe dying. Nobody’s actually helping them until the problem suddenly vanishes in a rainbow double helix. That’s what I’m for, do you understand? I wanna help. To hell with ‘want to’; I’m not asking permission. You go put out the fire; I’ll go pull ponies out of it.”

Twilight looked—well, not exactly impressed, but something resembling both pleasant surprise and satisfaction was on her face. Gradually, she nodded, and a small smile formed. The Spider returned the nod, almost turning it into a bowing of the head, then darted back to the window, hooves winding around themselves the vines that had attempted to sneak through the opening. Putting a back hoof to the bottom of the sill, he lifted his other one off the ground and pulled on the vines until they were stretched and struggling.

For an instant he stayed like that, and his head turned to look back at Twilight. “Never teleport me again,” he said. “Seriously. Don’t. And good luck.”

He pulled on the vines, lifted his back hoof off the sill, and rocketed out the window.

“…”

“…”

“…”

“…”

“…”

“What?”

It was Turner who spoke first, running a hoof through his mane as though it would make any difference at all. “Ahm. Derpy, I’m sure none of us doubt that you’re earnest about this. It’s a noble intent, I’ll certainly grant you that. But I’m afraid—“

“You’re insane,” Bon-Bon said flatly.

“Bon.”

She returned his glare matter-of-factly. “What? There’s no sense dancing around it. Your wife has flipped.”

“Have not!” Derpy cried, folding her forelegs as she flapped just overhead. “I talked to that pony that saved Dinky, and he’s staying to help.”

“If he wants to, we should let him. You saw what he can do; I don’t think he’s in any real danger if he stays. Besides, what with his choice of attire, I don’t think you can trust him with sound life advice.” Nobody laughed at the joke, so Turner supplied the snicker himself, just to fill the silence.

Lyra did, however, turn towards Turner with a surprised smile on her face. “Oh, you mean the Spider? Yeah, he’s amazing, isn’t he? I saw him jump over, like, three houses! And he ripped up the bush that was attacking me and Bonnie and went through the wall to get us out. And he’s fast. Like, I’ve never seen anything move that fast, except Rainbow Dash and the Wonderbolts. I couldn’t even see him half the time.”

“What’re you guys talking about?” Vinyl asked, but she was ignored.

“You weren’t even on the same street as him half the time,” Bonnie pointed out. “And are we just ignoring that that was that Peter pony?”

Octavia cleared her throat even as Lyra froze mid-trot. “I’m with Vinyl. I have no idea what you’re all talking about, and it’s rather ag—“

“Wait, he was?!” Derpy cried, landing. She thought for a moment. “Oh…!”

“Oh, yeah!” Turner had stopped walking too and had a hoof raised to his chin thoughtfully. “He was, wasn’t he. I completely forgot.”

“No, he wasn’t!” Lyra said, her eyes wide. She then narrowed them, thinking hard about what she had seen of him beyond the sheet. “…Was he?”

“He was,” Bonnie said flatly. “How am I the only one to figure this out? He didn’t even change his voice. How hard could that have been? Honestly.”

“That’s not fair, Bonnie,” Derpy said crossly, pausing to shake a miniscule vine off her back hoof. “Not everypony can change voices like you.”

“I accept that. But he could’ve at least tried.”

“WHAT IS GOING ON?!” Vinyl screamed, so loudly that Octavia leaned away before reaching up and steadying the remains of her cello on her back.

The other four paused for a second, as though only now remembering that the musicians were with them. They glanced between each other as though trying to decide who would explain first, before Lyra unofficially volunteered:

“Y’know that pony we met at the party last night?” she asked, smiling her ridiculous smile.

“Tonight, actually.”

“Shut up, Turner.” Turner shut up. “Well, it turns out he’s a superhero.”

“He’s not a superhero!” Bonnie interrupted, even as Octavia guffawed.

“Right. A super hero. Are you sure it’s not Princess Twilight in a silly costume again?”

“No,” Derpy said simply. “It’s Peter in a silly costume. Let’s go!”

Turner nodded. “Good idea,” he said, starting to move again, and then, “Hey! You’re going the wrong—Derpy, please!”

Derpy stopped, turning around in midair, but stayed hovering where she was. “He’s our friend,” she said with conviction.

“He is not!” Bon-Bon shot back, giving Derpy a look. “We met him three hours ago!”

“Three hours, thirty-eight minutes, fourteen seconds.”

“Shut up, Turner. He only talked to Vinyl, Turner, and Lyra! And even then it was barely a conversation! You saw how he acted when we tried to see if he was okay! We don’t even know him!”

“And if we don’t go back and help him, we might never get to know him. Maybe he’s kinda weird and doesn’t talk to ponies much, but maybe that’s because it’s hard for him to!” Derpy folded her wings, falling the five feet to the ground and landing solidly. “It’s not like he’s not our friend just because he’s a new friend. And he saved you and Lyra! And he saved Dinky!”

A thought struck Turner. Craning his neck to see the filly on his back, he gave a little shrug to get her attention and lowered himself enough to let her climb off. Taking the hint, Dinky dismounted from her stepfather and stood next to him, looking a little confused.

“Yes,” Turner said calmly, “he saved Dinky. And if we want that to mean anything, we’ll run. We can’t be there for her if we go back. Yes, it’s Peter, but he doesn’t need us. Your daughter—“

“Um, Daddy, I think you should do it.”

An incredulous look met a sincere one. Turner really should have been expecting that; Dinky was still at the age when she believed that her father, by blood or marriage notwithstanding, was invincible. The filly had always had a streak of altruism about her, and where she herself couldn’t help ponies she tried to push ponies who could to act for her. Perhaps in her mind this plan had no realistic negative outcome. Turner bit his lip, trying to figure out how to burst this bubble.

Bon-Bon made the attempt for him, leaning over Turner to get the attention of the filly on the other side of him. “Dinky. If your mom and stepdad go back, they’re going to have to leave you here. Alone. Without anypony to keep you safe.”

“Sparkler’s right over there!” Dinky pointed out, throwing a hoof towards the unicorn mare less than fifty feet away.

“Oh. So she is. Dinky, there’s a spider in Ponyville right now. A big spider that looks like a pony.”

“The one that walked on your ceiling earlier.”

“Shut u—actually, never mind. Thank you, Turner. Do you really think that we should go and help that?”

Dinky’s set expression wavered slightly, but didn’t leave. “I didn’t know it was Mommy and Daddy’s friend,” she said. “Mommy and Daddy don’t make bad friends.” Both Derpy and Turner looked ready to protest that, but Dinky plowed ahead without heed. “You don’t abandon ponies, and you don’t abandon friends. Even if they’re spider-ponies.”

Turner looked away, the look on his face that of someone who’s about to do something they’d rather not. He licked his upper lip slowly, whispered “pony feathers,” then cleared his throat and turned. “AMETHYST!” he yelled, nudging Dinky in that direction.

Amethyst “Sparkler” Star turned this way and that, looking for who had called her name, before noticing the brown stallion. “Oh, hey Doc!” she called back. “What’s up?”

“I need you to watch Dinky for me.” He gave his stepdaughter a halfhearted nod and she cantered towards her babysitter. “Just for a bit. While Derpy and I are doing something. Thank you,” he added as Amethyst nodded and smiled at the filly. “Really. Thank you so much.” With that, he turned back towards Ponyville, took a deep breath, and broke into a gallop.

“Ach!” Bonnie yelled, as her support ran out from under her and she more-or-less faceplanted. She got back up immediately, watching husband and wife head back towards the overtaken town at full speed. “Are you serious right now? You can’t be—HEY! Lyraaa!”

Lyra stopped momentarily, turning halfway around and giving Bonnie a wide-eyed grin. “THIS IS THE COOLEST THING WE’VE EVER DONE!!” she squealed. “You think I’m gonna sit this out?!” And she started running again. “Hey, guys! Wait up!”

Bon-Bon rubbed the side of her face with a hoof, groaning. Hesitantly, stopping and starting again a few times, she began to trot, then gallop, after her marefriend, swearing under her breath all the way.

And then there were two. Vinyl and Octavia looked at each other silently, each considering the debate they had just been privy to. Then Octavia spoke.

“It’s a terrible idea.”

“Oh, yeah, awful.”

“They’re going to get themselves killed.”

“We oughta go after them.”

“We’d die.”

“Might not.”

“The odds are bad.”

“No denying it.”

A pause.

“It’s the right thing to do,” Octavia said.

“So’s living to see another day.”

“We’d hear their screams at night.”

A pause.

“Those vines smashed my cello.”

“And my records. Plucking told you.”

“I have never been so angry in my life.”

“Yeah."

"They’re winning.”

“We could tip the scales.”

“Just a bit.”

“Maybe enough.”

A pause.

“So,” said Vinyl, raising her brow. “…Vengeance?”

“…Vengeance.”

They grinned at each other. “Excellent!”

Vinyl strummed an air guitar. Octavia played a chord on an air cello. You could practically hear the resulting music.

Then they started running.

*It has its benefits, not being able to see everything at once. One might find it extraordinary to be able to see every blade of grass and hear the wind brushing past each of them, but keep that up and you’ll never get around to mowing the lawn.

**Lyra, on the other hand, was quite eager now that Bonnie wasn’t in any immediate danger. It was probably Bon-Bon’s insistence and nothing else that kept her from examining the vines so closely her nose would touch.

Six Ponies do Something Stupid

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 :ajbemused:
-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.

Peter Goes Water Skiing

There was a warmth on her face. Twilight squeezed her eyes shut a little tighter, turning away and groaning softly. Her cheek slid along paper, and her eye cracked open just long enough to realize she had fallen asleep on an open book.

She really had to stop doing that. It was going to hurt her spine.

She lifted her head up, and a blanket fell off of her shoulders. A small smile found her lips as she looked back at it, then shrank as she looked back at the table she sat at and found three books still lying open there. She edged the nearest to one side, examining the parchment its corner had weighted down. Her eyes darted across it, back and forth, increasingly annoyed.

"Spiiiike?” she called over her shoulder.

There was no answer. Twilight looked at the wall clock, surmising that Spike was probably still in bed at this point. She looked up at the ceiling, estimated where his bed was, experimentally pulled on the spot telekinetically, and teleported the bed and occupant to her side. “Good morning, Spike,” she said as he sat bolt upright. “We’ve got important work to do today.”

“Ugh,” said Spike, laying back down. “How can it be a good morning when it starts like that? Wake me up in two hours, then it might be good.”

“Ooohh, no you don’t,” she replied, lifting him out of the basket. “That box won’t research itself. I’ve turned half the library upside down so far, and nopony’s written a word about it! It’s not in The Elements of Harmony: A Reference Guide; it’s not in The End of Entropy; even Equestria: A History Revealed!” She held aloft five pages of ten-foot scrolls, then set them aside. “The conspiracy theorist missed it, Spike!”

“I didn’t know you had a copy of this,” said Spike, picking up the top scroll and reading the title with a raised brow.

Ignoring the comment, Twilight chewed her lip as she looked over the bookshelves. “I think I’m being too specific.” She began pacing, staring at the ground and magically picking up a scroll. “I’ve just been searching for information on the box. Maybe we can find something about the keys! Spike, quick, grab all the history books I haven’t already looked through and organize them by possible usefulness. I need to look up a spell. Come in!”

The door, which had rattled with a series of rapid-fire knocks, clicked and began to creak open. Twilight didn’t wait to see who came in; instead she began magicking books off the shelves, stacking them haphazardly on the table. “There’s a spell I read about once, the Wordfind spell. You cast it on a book and it bookmarks all the pages with a chosen word.”

“Oh, like Control-F?”

It wasn’t that Twilight ignored the interruption as much as she outright failed to notice. “At the time I didn’t see the point of learning it. It lets you take out the information you want without actually learning anything—that’s the kind of spell for underachievers researching an essay! But with the Elements gone, we need to find out what’s in that box quickly. Spike, be careful.”

Spike was teetering under the weight of six feet worth of stacked history books, staggering towards the table. “Which one of—urrgh—of these haven’t you read? I think you should maybe start with—“ he dumped them onto the table, where the pile immediately tipped and the topmost books slid off the other side. “A Brief History of the Castle of the—“

“I’ve already read that,” Twilight said, flipping through a spellbook without much regard to anything but the first letter of each spell’s name. “It covers the architecture more than anything. Set it aside so I’ll remember to read it again, but right now—“

“—Ahem—“

“—we need to focus.” She reached the back of the book, closed it with a snap, and swapped it for a new one. She only got three pages into it before her head rose again and she looked towards Spike. “What are we doing?! Spike, drop everything! We need to send letters to the Canterlot Archives! Maybe there’s something there with information on the box or keys.” She whisked a scroll and quill towards Spike, who scrambled to catch it while also holding an armload of volumes. The topmost book began to fall, but a beige blur caught it just before it hit the ground.

There was a thump from behind the table. Then an earth pony rose to his hooves from behind it, a book in his teeth, and deposited it onto the tabletop.

Twilight paused at this, finally looking across the table at the earth pony who nervously took a step back from the table. She instinctively felt her ears lower as her eyes flickered across his form, taking in the scars half-hidden by beige fur all across his body, the thin face and weathered, exhausted-looking hazel eyes, which blinked. The brow above them furrowed, and the pony broke eye contact with her as he began to walk around the table. “Uh, hi,” he said, his words tainted with a slight Manehattan accent. “Um. I mean, hello, Your Highness.” A slight bow, through which he refused to take his eyes off of her. “Do you have a minute? I just need a few books.”

Twilight blinked back as she realized she had been staring at him for several seconds. “Oh. Sure! Just let me, um…” She turned away a bit too hastily and replaced the book in her magic on the top of its stack. “You caught me in the middle of something. Heh.”

“Yeah, I—I heard. Something about a box and keys.” He chewed his lip slightly, his eyes slowly rising to meet hers. He took an almost measured breath through his mouth and asked, “The box that they talked about in yesterday’s paper?”

Equestria Daily reporters, Twilight had quickly learned, were a regular feature in the life of an Element Bearer, and this annoyance had only become more commonplace since a pair of wings had found her back. Princess Celestia had given her a little bit of advice on the subject that had basically amounted to “be patient and answer their questions politely.” The press was important. She knew that, and that keeping the citizens of Equestria informed of important events required her to divulge everything she could to the reporters that had stepped off the train less than an hour following their defeat of the Plunder vines. But she still sighed in exasperation at the memory; all she had wanted to do at the time was take a hot bath and sleep for three days.

“Yes,” she said. “It appeared after we returned the Elements of Harmony to their source, a crystal tree located under the Castle of the Two Sisters. It’s a hexagonal prism, with six unique keyholes on the upper half.” She turned to the table, although perhaps “threw herself towards” would be a more accurate description. Methodically lifting up a stack of hardbound books through telekinesis, she slid out a piece of slightly wrinkled paper and moved it in front of the stallion’s face. An ink drawing of the box dominated the top half of the paper, and the bottom half was filled with small, neat writing reflecting some initial observations.

“Did you draw this?” the stallion asked, reaching up a hoof and taking the paper. “It’s a really nice piece of work. You even managed to get the little facets in the crystal surfaces.”

“Oh, thanks!” Twilight replied, smiling. “It’s actually not quite complete. There were a few little details that I couldn’t quite record. There’s a metallic edge in each keyhole, but the lines kept bleeding together.”

The stallion looked up at her over the top of the paper. From this viewpoint, all she could really see was a pair of beige ears that wouldn’t stop twitching and those bizarre, hazel eyes that focused on her as he exclaimed, “Right?! There’s gotta be—I know there are better writing utensils than quill pens.” He set the diagram back on the table as Twilight raised a brow. For a second he hesitated; she saw doubt flicker in those disconcerting eyes as he looked back at her from the table. When he started again, it was a slow, measured start. “I’m actually working on t-this idea I had. Sort of a long tube of ink, closed on one end, but the other is sealed off with a tiny ball of—something hard. Probably tungsten. Or sapphire, there seems to be a lot of it lying around.” He bit the corner of his mouth, glancing to the side, but his eyes flickered back to Twilight.

Her other brow had rose to meet the first. She looked less puzzled now, and vaguely intrigued. Spurred on by her interest, he hesitantly continued, “W-well, obviously the ink would have to be pressurized, to ensure consistent flow. But—“

“That’s an interesting idea,” Twilight said slowly, as though mentally running through it again. “Certainly more expensive than a quill—“

“—But way more reliable! And you wouldn’t have to carry around an inkwell all the time—“

“But what happens when the ink runs out? Maybe you could have the ink be stored in a replaceable cartridge inside the body—“

“—Yeah! Exactly! And you wouldn’t have to replace them as much as quills, I mean provided you made them out of the right material—“

“—Not even very expensive material! In quantities big enough for mass-production, bronze or brass or steel—“

Twilight blinked as she and the stallion suddenly realized how close they were standing. Giving an awkward cough, Twilight stepped towards the table as he…flinched…backwards. Somewhere along the way Twilight’s wings had started to rise in excitement, and now she lowered them embarrassedly.

“I sorted through those history books,” Spike piped up from the other side of the table. “I don’t know how many of them you’ve read, but it doesn’t look promising to me.”

“Yes! Thank you, Spike!” Twilight pivoted towards the table sharply, thankful that someone had managed to shatter the moment. Behind her, the stallion had also turned away slightly, a hoof in front of his mouth as though to catch any words that might spill out of their own volition. “I’m sorry, sir, but I have to get back to work. I need to finish my research on that box.”

The stallion nodded. “Right, I actually have stuff to do too.” He began to take a step for the door, then froze. “…Aaaannd one of those things is actually checking out a few books. Could you maybe spare a minute…? I need a library card.”

“Oh?” Twilight looked back up at him, but only for an instant. He wasn’t looking at her either, glancing around at the shelves reaching to the ceiling around them. “Library cards are printed professionally in Canterlot. I can send them your information, but you’d have to wait a few days. In the meantime, do you have a card from another library?”

Without looking at her, the stallion pursed his lips slightly. “Um, no,” he said. “Not on me, I mean. No. But I, ahm…” he sighed, looking embarrassed.

“Well, that’s fine.” Twilight floated a piece of blank parchment and a quill over to him. “Just write down your name and the books you’d like to check out, and I’ll get to it when I have time.”

“A’kay.” The stallion turned away and began trotting around the shelves, leaving Twilight to continue pouring through her research. She worked silently, browsing the index of the first book Spike handed her, a quill absentmindedly rotating in the glow just to her right. Occasionally she jotted down a page number as the stallion pulled his first book off the shelf behind her. As she began flipping through the book, reaching each page she had decided to pursue and scribbling down what she felt needed further research, the stallion glanced at her and Spike to make sure they were absorbed in their work. Then he put one hoof on the shelf and dashed straight up it, snatching a textbook off the top shelf.

Twilight looked behind her as she heard four hooves clatter against the floor, just in time to see the stallion stack two volumes on his back before grabbing a third off the next shelf over. He whistled tunelessly as he trotted back to the table and began to make a short list. Twilight returned to her research as she heard a small cracking noise, a sigh, and then a new quill was pulled out of her periphery by a beige hoof. She glanced up at him a few times as he scribbled and scratched. His brow was furrowed, his shoulders tight as the quill hung against the bottom of his hoof and darted across the parchment. Eventually his brow cleared, he pulled back from the table, and his hoof slid the parchment towards her.

She picked it up curiously as he started for the door. The hoofwriting was cramped, sloppy, and barely legible, with several failed attempts at words crossed out for each title. All three were textbooks, two on alchemy and one on magic’s relationship with mechanics. Above it all, two words had been scrawled and underlined.

“’Peter Parker?’” she read aloud, without really thinking. “That’s an unusual name.”

Spike gave her a surprised and slightly indignant look. The judgement in her comment hit her a few seconds too late and she gasped, looking up at the leaving stallion, but he just snorted and turned back to her a foot from the door.

“I suppose it is,” he said, with a barely-concealed smile. “Especially compared to names like Twilight Sparkle. Your Majesty.” He gave an exaggerated bow before darting out the door and closing it behind him.

Peter was still chuckling to himself as he sauntered down the street; the books on his back shifted slightly and he compensated with ease. Peter supposed that Princess Twilight wouldn’t get the sarcasm in his retort, but nobody had thought he was funny back home, either, so it wasn’t any huge tragedy. He hummed his own theme song as he crossed the street, ambling in the general direction of his hotel.

“Dat da-da, dat da-da...” That street musician had been a gifted composer. He found himself wishing, yet again, that he had had some cash to give to her, but that was over two years ago now and a world away, and he put it out of his mind. “…Does whatever a spi-der can…” Maybe it was cheesy as hell, but that suited him fine. A little bit of levity went a long way in a life like his. He entered into a stupid-looking trot in time with his humming as he crossed the street, walking by an expensive carriage parked on the side of it. Without really paying attention he skipped around a pink Earth filly with a pretentious tiara as she waited outside the carriage for the doors to open. It wasn’t until he had walked around and was now directly behind it that spider-sense sent a sudden chill down his spine, flattening his ears and sending him into a panicked dash for three steps.

He whirled, glancing around with wide eyes, but the chill had already passed and the hair of his coat was lying flat again. He took a deep breath, sliding a foreleg back and forth across the ground, and took a step forward. The chill returned immediately; his hair stood on end as he looked around. The carriage he now stood directly behind was set on a slope that led directly to the creek on the Everfree side of town; he was below it. His eyes travelled up and down its frame, ears unusually still and pointed directly at it, and he leaned to the left and right to examine each side. Nothing seemed out of the ordinary, so he layed down on his side and attempted to peer beneath it.

“Ahem. Excuse me, but what are you doing?”

Peter’s neck craned as his head turned upwards. A rather large stallion of a dusty brown color stood above him, his mane combed back in a businesslike style and the red tie poking out of dark blue coat lapels (which…weren’t attached to anything, to Peter’s confusion) bearing a gold-colored dollar sign. Peter opened his mouth an inch, but it took a minute for the words to come.

“I, uh.” He stood up and hastily dusted off his side, although he found it difficult to focus on the pony with spider-sense in the back of his mind sending his nerves jumping. “…I think there’s something wrong with your cart. Sir.”

The stallion’s eyebrows furrowed—Peter looked up at his eyebrows, astonished at their presence and suddenly outraged that he no longer had a pair. “Really? How can you tell?” He looked at the back of the carriage in front of them, searching for any defects. “I don’t see anything wrong.”

“Just a…” Peter waved a hoof in the general direction of the carriage and shrugged. “…Just a feeling. I wouldn’t risk using it, sir. I think it’s dangerous.”

“Daaaaad!” called a high-pitched, annoying voice from inside the carriage. “Hurry up! I want to get good seats on the train!”

“Just a minute, Diamond!” the stallion called back, then turned back to Peter. “…I saw your cutie mark, young colt, so I trust your opinion here. I’ll have it sent in for maintenance while my daughter and I are in Canterlot, but first we’re going to use it to get to the train station.”

“Oh, come on.” Peter started after him as he began to walk towards the carriage door. “Sir, the train station’s, like, three hundred feet away. You could easily walk there! If for nothing else, you can use the exercise to justify an extra dessert later.”

The stallion laughed. “A mechanic and a comedian. Tell you what, how about I have you look at it while we’re in Canterlot. Just give me a list of expenses when I get back, and I’ll see you get paid handsomely. But unfortunately, we’re in a hurry, so if you’ll excuse me…” And without waiting for a reply, he climbed into the carriage and closed the door behind him.

Peter gawked at the closed door. “Thanks, I guess.” He walked around the carriage, giving the two harnesses at the front of it a scrutinizing look. A long metal rod ran between them and beneath the carriage, and he bent down to see it connect to the frame via a simple lever system, keeping padded brakes pressed into the wheels and the carriage exactly where it was. Now that he was out of the path the cart would take if it suddenly plummeted down the hill, spider-sense had gone more or less silent, but as he examined the braking mechanism, a feeling of worry trickled down his spine like ice water. The mechanism was ill-maintained, some pieces nearly ground to nothing by accumulated friction, and looked ready to give way if you sneezed on it wrong. Peter bit his tongue anxiously and found himself holding his breath.

All at once spider-sense began a dull, anticipating tingle, like static electricity lifting the hair on his arms and with the same barely-restrained energy. He gasped at the abrupt but lingering sensation, jumping back from the carriage to give himself room to dodge and whirling to locate the source of the threat. His eyes landed on a well-groomed unicorn that had walked out of the three-story house the carriage was parked in front of and was now looking at him confusedly.

“What are you doing?” said the Earth pony next to the unicorn. Peter had barely noticed him, but the two ponies were impeccably well-groomed and built like they could pull a ton—or a carriage. His eyes flickered from one to the other. The unicorn, he guessed, knew some sort of spell that could be weaponized, hence why spider-sense was focused on him, but both were giving him suspicious looks.

“I’m looking at this carriage’s braking mechanism,” he said awkwardly. “When was the last time this thing was taken in for repairs?”

The two ponies exchanged a glance and a shrug. “I dunno,” said the unicorn. “Why, what’s wrong with it? Who are you?”

“Oh, I’m no one,” Peter replied, automatically evasive. “The brakes are fakakta. Look at it!” He twitched to the side and pointed under the carriage. “It looks like someone left it under a river for a year! You guys pull the carriage? Could you convince the guy to just walk?”

“We’re kinda paid by the trip,” the Earth pony said sheepishly.

The unicorn shot him a glance. “Filthy Rich is an important stallion, kid. He’s got to get to the station before the train, and I, for one, am not about to try and tell him what to do just because some colt asked me to. Now get lost.”

“How am I gonna get lost in a town this small? Listen to me--”

And here Peter cut himself off with a sharp cry and a flinch as the unicorn brushed past him and his spider-sense spasmed. He bumped into the edge of the cart--a seemingly insignificant action, but it carried the force of someone who could lift the thing. There was a small cracking sound within the carriage. The three ponies looked towards it as one, all eyes wide.

“That ain't a good sound,” the Earth pony decided aloud.

The owner of the restaurant wasn’t without thanks, but general repair costs had necessitated that she cut corners where she could. In the end she had asked Time-Turner to cover half the cost of the window he broke. He had deemed this fair enough, and now Vinyl, Lyra, and Octavia were watching a small crew of work ponies install an enormous pane of glass into the front of the building. Well, Vinyl and Lyra were. Octavia was gently banging her head against their table.

“We have. To write. Something,” Octavia muttered between bangs. The cold contents of her coffee mug rippled with each thump.

Vinyl’s eyes moved from the window to her roommate as she noisily slurped her drink. “Is that helping? The banging, I mean.” She bobbed her head in time with the thumps. “…Pretty good beat. Hey Tavi, maybe you’re onto something.”

Octavia lifted her head to glare at Vinyl, a circular bruise already forming on her forehead. “Don’t even joke.”

“I’m not!” Vinyl cried, lifting her forehooves defensively. She leaned over and snatched the harp out of Lyra’s hooves. “Here, do it again.”

“Hey!”

“No. I am not—“ Octavia hesitated, experimentally tapping her hoof on the table at the same pace as she had been hitting her head. “…No!”

“Well then I don’t know what to tell ya!”

“Gimme that back!” Lyra said, swiping the harp back from Vinyl. “I think I had something!”

“You have to—wait, what?” Vinyl paused mid-gesture, her head turning to her mint-green companion. She set her hooves down on the table and cried, “Well why didn’t you say so?! Let’s hear it. Chop chop, Tavi and I’ve got a water bill to pay.”

Lyra shifted her position slightly, resting the harp on her hind leg as she had been before. Her right forehoof rested on the top of the gilded frame and her left draped over the strings—something of a token position, as the strings began to glow in tandem with her horn. Slowly, gently, a few strings were plucked by magic and their notes harmonized perfectly. Then over the top of that a melody began to play—it wasn’t an especially complicated or inspired piece, but Vinyl and Octavia both found themselves nodding in time to it as they listened.

“Hey, not bad,” Vinyl commented eventually.

“Wait, wait,” Lyra cried, waving a hoof excitedly. “I’m just getting to the good part!”

The good part probably would have been absolutely phenomenal—we can assume that based on the fact that a screaming carriage barreled wildly down the street next to them, throwing up clouds of dust and shattering the peaceful atmosphere. Lyra simply opened her eyes, looking confused that her focus was derailed so abruptly, but the other two started violently and watched the cart fly down the sloped path, mouths agape with horror.

“Sweet Celestia!” Octavia cried as Vinyl lifted her sunglasses for a better look. The merest suggestion of a beige blur shot by their table, but they barely noticed.

“What’s going on?!” demanded Lyra, always a little slow on the uptake. Even so, she blinked at her realization that something else had sped by after the carriage. “What was that?”

As Vinyl shifted to a standing position, staring after the cart, her hoof brushed into something hard and square on the tabletop. She looked at it. “…Where’d these books come from?”

Octavia looked down at the books, then further down at the surface they rested on. “…Where’d our tablecloth go?” she squawked. Her cup rocked violently where it stood, but didn’t fall over.

“Look!”

They did. The carriage was headed for the bank of the river, and for thorough destruction upon reaching it. But rapidly drawing up level to it was a shape, indistinct in its speed but a line of pounded hoofprints left in its wake. It was like a comet. A red-and white, cloth comet.

Lyra looked stunned. Vinyl looked baffled. Octavia’s shoulders slumped, somewhere between surprised, relieved and impressed. “Sun in the sky.”

The shape surged forward, easily overtaking the carriage and hitting the front corner with its shoulder as it moved in front of it. The cart’s path shifted left slightly as it sprinted along in front of it for a few paces, before abruptly dropping onto its side and letting it pass over him. There was a sound like splintering wood, both back wheels bounced wildly away, and the cart dropped onto its back edge as the Spider reappeared above it and grabbed the harnesses to stop the whole thing from flipping.

Lyra’s face had broken into a giddy grin. “I like him!”

Holding onto the front of the cart with both front hooves, the Spider planted his back ones on the ground forcefully, the resulting cloud of dust billowing up behind him and staining the improvised costume a dirty brown. But the cart was slowing. The Spider leaned back, his back hooves almost under the carriage, and shunted the whole thing to the right, further turning it away from the river and granting him more time to work. But it wasn’t enough. The musicians suspected from prior observation that he was being careful—he probably could have stopped the cart almost instantly; but then, the carriage’s occupants were far less resilient than he was. But still they knew—and so did he—that at the rate things were going, that cart was smashing itself on the opposite riverbank. He peeked around the edge of the carriage hastily, saw the river less than fifteen feet away, and seemed to make a snap decision. He righted himself, released the cart, jogged a few paces, and ducked under it again.

The entire carriage rose, supported on the back of this slightly short, unusually thin Earth stallion. He kept on trotting at that same speed, matching it even with his enormous load, and when his hooves brushed the point where the ground ended and the water waited a few feet below, he jumped.

He touched down on the opposite side of the river, the carriage still on his back, and was free to spend fifty meters gently cantering to a stop.

“WOO!” Vinyl screamed as the Spider awkwardly set the carriage down on its front wheels, then its back edge. “WELL DONE SPIDEY!”

She wasn’t the only one. From a slightly confused collective mumble grew a chorus of cheering, hooves stamping in applause and voices praising him at the top of their lungs. Lyra had even gone beyond that, practically vibrating with excitement as she bounced and squealed incoherently. The Spider watched his audience cheer as he helped Filthy Rich, his wife, and their daughter out of their damaged carriage. Then, just as Rich made a gesture that suggested the offering of a reward, he hopped back over the creek, leapt easily onto a rooftop, and darted out of sight.

Octavia stopped her polite applause when he vanished, staring confusedly after him. “What was that all about?”

“Waddya mean, ‘what was that all about?’” asked Vinyl, sitting back down as her shades settled back in front of her eyes. “We’ve got a superhero now! Again. And he was doing…” She waved a hoof vaguely. “Superhero stuff. And it was awesome.”

“IT’S SO AWESOME,” Lyra said breathlessly—although how was something of a mystery; it must have been very hard to talk with a grin that wide. “He—He picked up the carriage, did you see that?! And he was just, like, trotting with it on his back and he jumped—right over the river and it was just…so…eeeeee!”

As Lyra leaned back, squeaking and kicking her back hooves in excitement, Octavia pointedly ignored her and turned back to Vinyl. “I meant,” she said, “why did he make himself scarce like he did? We were cheering and applauding and all those other things Ponyville citizens do when something impressive happens, and he just ran away.”

Vinyl shrugged. “Maybe he’s got somewhere to be,” she suggested. “Or maybe he’s just doing that dramatic superhero thing where they mysteriously disappear after their job is done. They do it in the comics.”

Lyra flailed at them. “Maybe,” she ventured wildly, “he’s going to save somepony else! Like, he’s on superhero patrol or something, and—“

“It’s a small town,” muttered a stallion’s voice. “Going on patrol here would take, like, thirty seconds.”

They turned. Standing just to Octavia’s left was Peter, his short brown mane thoroughly ruffled, his dark blue collar halfway unfolded, and a layer of dust coating his lower legs. His left foreleg was raised slightly, and tucked under it was a red-and-white checkered tablecloth: stained mostly brown with dirt, wrinkled to cringeworthy levels, yet by some curious paradox neatly folded.

“I bet he was just embarrassed,” he continued, just loud enough for them to hear. “All those peo—ponies clapping and cheering? For something that was just…y’know, just being a decent person. I mean, I’d—I’d certainly be embarrassed.” He cleared his throat. Then he retrieved the tablecloth from beneath his foreleg and set it on their table. “Sorry,” he added, grabbing the books he had dropped in its place.

“Siddown, you!” Vinyl said, dropping her forehoof on his shoulder and attempting without much success to push him into a sitting position. He obeyed anyway, dusting his forehooves slightly before setting them on the tabletop. “Good to see you! We’re in a rut right now, and a pair of fresh ears is just what we need! Nice job with the cart, by the way.” She magically popped his collar the rest of the way.

“Uh, yeah, thanks.” He leaned back, looking down the hill at the Rich family’s ruined carriage. Turning back to the table and shifting his weight slightly, he looked down at the mostly-blank sheet music. “Um, is this gonna take that long? I have stuff I need to do today. I mean, being the brilliant artists you are, you might not understand this, but I kind of need a job.” He straightened the books in front of him and lifted the topmost volume. “And I have research I need to do! And there’s some stuff I have to design, and—“

“We don’t have very much written,” Octavia interrupted. The quill in her hoof moved carefully above the lined sheet of paper, delicately drawing one empty or filled oval at a time. “Just a ditty Lyra produced. It may have merit, though, and experience tells me—“ She gathered the papers in her hooves and tapped their edges on the table to straighten them. “It’s generally better to ask the opinion of somepony who isn’t a musician. Lyra, would you—what are you doing, Lyra?”

What Lyra was doing was standing at the other side of the table, examining Peter so closely that his ears brushed her horn as they twitched. She scrutinized him, and he scrutinized right back, leaning away a little and gradually raising a brow. He blinked, she blinked, and then she whispered, “This is so weird.”

“It is,” he agreed. “…I can see right up your nose.”

“I thought that maybe there’d be something spidery about you, if I looked close enough.” Lyra reached a hoof up and poked him. “But—there’s nothing! I mean, your eyes are a little weird when you like, really look at them—“

“A little?!”

“—and there’s a whole bunch of scars and stuff, but I thought there’d be, like, extra eyes under your fur or something! Wait, maybe you have venom.” Her hoof moved to his mouth and pulled back his lips to reveal his teeth. “…Hmm, no…”

He slapped her hoof away, pushing her back about two feet. “Stop that! No, I don’t have venom! If I did, I’d probably have chelicerae.” He paused. “…Which would actually be pretty cool. But I don’t, so knock it off!”

“But—“ Lyra’s face wasn’t quite a pout, but it was close. “But you’re so weird! Earth ponies can’t—can’t stick to stuff and jump over houses and do that super-speed-teleporty thing you keep doing!” Her voice was slowly rising in volume. Peter cringed when he realized this, and a beige hoof jumped in front of her mouth as he glanced at the ponies at the nearest two tables. “You’re a scientist, aren’t you?! I mean, your cutie mark says so!” He glanced down at the flask and gear as she rambled. “Investigating cool stuff is, like, what you do! It’s your special talent to, to conduct investigations and experiment with new ideas and—oh, oh! Is that how you got your powers?! Like you were experimenting with spider blood and there was a freak accident or—mmph. Mm mmph!”

Peter’s hoof was pressed to her mouth, sticking to her upper and lower lips simultaneously. His eyes were wide with alarm, and he cautiously glanced around again at neighboring tables. Then he returned his attention to Lyra and pulled her a little closer by the mouth. “Please, Lyra,” he muttered. “Never, ever talk to me in public about this stuff. Don’t—in fact, don’t use the P-word at all when we’re near peo—ponies who don’t know. Please.”

“Yeah,” interjected Vinyl, who was leaning closer to hear Peter’s voice. “Secret identity, Lyra. It’s a staple for su—for ponies like him. Don’t go around blabbing it.”

“If we could please get back on task,” said Octavia, passive-aggressively straightening the sheet music again.

“Mm mm ymm gmnmf ll mph mnmnph.”

Peter unstuck his hoof from Lyra’s mouth and lowered it slightly, brow furrowed. “What?”

“You said you were gonna tell me everything.”

Peter stared at her for a moment, his face completely blank. His mouth opened, then closed again, his eyes flickering back and forth slightly in rapid thought. He lowered his hoof gradually and licked his upper lip. “Well…I—no.” He bit the end of that sentence off and chewed his lip, looking down. He focused back on her as her expectant smile slowly began shrinking. “I said I’d tell you everything,” he began tentatively, “if you left and didn’t come back. And you did, so…”

The pout Lyra’s face was morphing into brought a wince to his own. Peter trailed off, looking away from her, and shuffled his hooves uncomfortably.

“Alright,” he muttered at last. Lyra’s face and posture perked up. “Fine. I’ll tell you—“ His eyes lit up. “…I’ll tell you why I can…do stuff. Basically. Alright?”

“Okay!”

“Lyra,” Octavia said flatly. “Could you please discuss this with him later? We have to get this done. Vinyl, help me. The water bill is already past due—“

Vinyl glanced at her, then back at Peter. “Actually, Tavi, I kinda wanna hear this. You’re on your own.”

“…Gahhh,” Octavia groaned into her hooves. “I need a drink.”

Peter, for his part, stared upward, slowly twiddling his hooves as he gathered his thoughts. “Where to start, where to start, where to start…well, my genome’s been spliced with those of…five or six different species in the order Araneae, I think. Synthesized transfer RNA was integrated into the genomes of several different specimens ofParasteatoda tepidariorum via an engineered lentivirus, which reverse-transcribes its own RNA into DNA and integrates it into the host genome using a retroviral integrase enzyme. Pretty basic genetic engineering on the surface, right, except they were tinkering with the process using the various enzymes, proteins, and chemical agents developed by Dr. Robert Bruce Banner…” He stopped, looking surprised. Looking away briefly, he murmured, “Jesus Christ, that was ten years ago.” He focused on Vinyl, who his gaze had absentmindedly landed on. “I’m getting old.”

“I—“ Octavia looked at the group. “I’m fairly certain we’re all older than you. Except…maybe Lyra.”

Peter looked back at the unicorn in question, who looked utterly lost. Grinning at the sight, he continued. “Well, anyway, those enzymes and the rest, all taken together, can be fueled by gamma radiation to initiate prodigious cellular growth and renewal, in the process repairing any genetic damage done by the radiation itself. This work was, in turn, based on the work of Professor Stanley Lieber, ‘bout forty-five, fifty years ago. He theorized that carefully controlled dosages of high-energy radiation could react with certain engineered amino acids to (short version) enhance a subject’s physical traits.”

“…Wha?”

“You’re right, I’m getting off-track. Anyway, the spiders. The way all that radiation-based stuff works is that it bypasses mitochondria, overrides the genetic governors that keep cellular division in check, and basically causes controlled cancer. The thing is, retroviruses can already do that, kind of. They can shut off the safeguards cells have and cause them to replicate uncontrollably. That’s how they were discovered, the Avian sarcoma leukosis virus was giving chickens cancer. So, anyway, it was sort of a twofold experiment, I think: try to reprogram the genome of the living specimens and see if infected cells can be controlled to not form sarcomas. Both worked just fine—I mean, exhibit A—but what they didn’t think to consider was the possibility of one of their specimens infecting another organism—also exhibit A, I guess. So the lentivirus was introduced into my bloodstream inside the spider’s venom, along with Dr. Banner’s magnum opus and a large dosage of radioactive particles to fuel it. The venom temporarily shut down my immune system, allowing the lentivirus to spread through my system in only a couple hours, reprogramming about a hundred trillion copies of the same genome in one night, and since of course the infected cells renewed themselves once the proviruses took hold, development of my…altered abilities…took only a few hours more. My throat’s gone dry. Vinyl, are you drinking this?”

“Wha—yes!” Vinyl snapped, snatching her cup away from Peter’s hoof. “Am I drinking this. No, no, it’s only my OJ. Why would I be?” She paused, considering the pony in front of her. “…Also, ha! Nerd.” She sipped her drink noisily.

Peter snorted at the remark, giving a short nod of acknowledgement. Then he turned back to Lyra. “So, that’s…basically it. That’s how I got my…” he waved his hooves a little, miming a jump. “things.” He coughed. “So, any questions?”

Lyra almost appeared to be cringing, one eye shut and her brow furrowed, her mouth slightly agape. She said nothing for a moment, and then she cried, “I didn’t understand any of that!”

“Yeah. Well, I’d love to stick around and explain some more, buuuut…” Peter stood, gathering his books. “I gotta go.”

“Bu—“ Lyra watched him turn away. “But that’s not fair! You can’t just drop sciencey stuff on me and pretend that was good enough!”

“You wanted me to tell you how it happened!”

“I meant, like, ‘I drank a potion for a dare,’ or something! You just went on a ramble about…engineering and…banners and cancer.”

“For a dare?!” Peter turned around to look at her properly. “Nobody does—actually, wait. I used to know people who would do that for even less reason. The point is, I didn’t even have friends back then! Nobody gave me dares. Nonono, freak accident. Listen, though, I mean it. I have so much I need to—to do.”

“You don’t need to do it all now, though!” Lyra’s brow had lowered in growing frustration. “What’s going on? You haven’t told us anything about you so far! This isn’t fair! What’s so craaazy important that you can’t sit down for like five minutes and tell me about iiiiit?!” The end of that sentence was practically a whine.

If Peter looked uncomfortable, it was because he was. He looked down and shuffled his front hooves—something that rapidly seemed to be becoming a nervous tic of his. “I…” He swallowed. “I don’t like talking about my life. It’s not a fun conversation, y’know? And I just—“ He hesitantly looked up to meet her eyes. “I’ve got to keep moving. That’s all there is to it. I have to stay busy right now, okay? Please.”

“Your uncle Ben used to call it water skiing…” Aunt May paused to set her pen aside and lower her reading glasses. “You keep moving as fast as you can because you know what you’re standing on won’t support you if you slow down. What I’m standing on right now won’t support me if I slow down and start thinking about this too much. So I have to keep moving.” She fixed him with one of her stares. “You can understand that, can’t you, Peter?”

Six weeks. She had known for six weeks. It had scared them both so badly at first, and she had done so much in the time since to help him in his endeavors. She must have been so scared whenever she saw him on the news, but she had still supported him. And then, just as she was beginning to grow used to it, he brought it right to her door and then—

“I’ve gotta go,” Peter said quickly. “I have so much work to do.” He turned on his hooves (leaving a wide half-circle drawn into the dust beneath them) and cantered away, leaving Lyra standing there with a look on her face like she wasn’t sure whether to be frustrated or worried. She settled on frustrated, trudging back to the table and sitting down dejectedly, her chin resting on the sanded wood and her lower lip sticking out a little. After a second, the sound of magic reached her ears and her eyes flickered up to look at her companion. Vinyl was leaning one hoof on the table in a poor imitation of nonchalance, her eyes focused on Lyra behind her shades and her horn emitting its telltale fog-like glow—a glow matched by the golden harp that drifted down into her view pointedly. She grunted and looked away.

“Lyra.”

She grunted again.

“Lyra, come on,” Octavia said, attempting to sound gentle yet firm and instead simply sounding firm. “You can talk to him about it more later. But we need to try and make some music now.” A grey hoof reached out and ruffled Lyra’s mane halfheartedly, and she glanced up at the cellist. “What was that piece you came up with earlier?”

Lyra stared at her for a few seconds before lifting her head up from the table, her brow furrowed a little in concentration. She inhaled through her nose and slowly blew it out. “I forget,” she said glumly. “It’s gone now.”

Octavia sighed, nodded to herself, and took a long sip of her coffee. Wordlessly, she slid the sheet music over to the lyrist, who took it in her magic and looked it over. Gradually the unicorn started nodding, her pout disappearing, and then the quill and inkwell glowed and were yanked over to her spot.

“See?” Octavia said, smiling, as Lyra began adding notes to the end of the piece and humming the tune as she went. “Music always makes one feel better. Now do you think we can turn this into something long enough to—oh? You’re back.”

“Y-yeah,” Peter said awkwardly, his head ducked as though to hide himself. He rested a forehoof on the table without sitting down. “I, uh, this is kind of a weird question, but do you guys know anywhere where I can maybe get a job?”

“That’s not very weird at all,” said Octavia, folding her hooves. “I only wish I could provide a decent answer, because then I might have a consistent salary. Vinyl?”

“Um.” Vinyl stretched her neck, chewing her lip. “…Maybe try one of the market booths? I mean, that gear on your butt says you’ve got a pretty marketable skill. Everypony needs something fixed once in awhile, and I…don’t think we have a mechanic in Ponyville? You could do that.”

Peter’s face had been frozen in a wince since she had mentioned his cutie mark, and now he opened his mouth, closed it again, and glanced away for a second. “I don’t really think I’m ready for that,” he said. “I mean, I’m good at mechanics—really good—but I’ve ran into a bit of a setback there.”

“Really?”

“Yeah.” The lie assembled on his tongue as he went. “I’ve got a bit of a twitch when I’m using fine motor skills. I mean, not when I write—I’ve got the pen on the paper there, kinda helps me stay steady-ish—but it’s hard to, like, operate a screwdriver or line up a set of gears. Besides, I don’t know how to run a business.”

“Hmm. Yeah, that’s probably pretty important. Maybe you could ask one of those guys, like Carrot Top or Applejack or—“

“Applejack.”

“What?”

Peter stepped away from the table, a smile inching its way up his face. “I just remembered. On the train, when I was on my way here, Applejack mentioned—thank you, Vinyl! You’re brilliant!”

A snappy remark was immediately in Vinyl’s head and on her tongue, but Peter had already vanished.

The bark rippled outwards from Applejack’s hooves and the entire tree shuddered; the deep red apples shook hard enough on their stems to snap off and fall into the baskets she had placed around the tree. She bucked again, clearing the last of the apples from the tree, before taking the nearest basket in her mouth and trotting to the wagon several feet away. The sun was hot on her back; she adjusted her Stetson so that the brim shaded her eyes. The Summer Sun Celebration had been a nice day off and the trip to Canterlot had been fun, but that was nearly three days ago now, and now sweat dripped from her chin and burned her eyes as he summer sun blazed overhead.

Not that she minded particularly. It was part of the job, and she wouldn’t trade it for all the bits in Equestria.

Applejack took her time moving the baskets to the wagon. She had no need to hurry; the species of apple she was harvesting now was a small grove. She could easily get them all on her own before they grew overripe. It was for this reason that, just as she had loaded the last basket onto the cart and Winona went streaking by her, yipping, she set off after the dog at an easy pace, letting her get out of sight and following her by ear.

She followed the sound of barking towards the driveway and to the beginning of the rows of trees on the other side. Winona was at the base of one tree, her front paws on its trunk as she cheerfully barked up into the obscurity of the branches. Applejack eased to a canter as she neared the border collie, looking up into the leaves as she came to a stop.

“Oh, howdy, Peter!” she called up, smiling. “What brings ya here this mornin’?”

Peter, who had bridged his legs between two particularly strong branches and was peering down nervously at the yipping dog, spoke around a manila folder clamped between his teeth. “T’ th’ frm ‘r up th’ tree? Cuz th’ secnd ‘ne’s prtty obvious. Mornin’, Applejck.”

She laughed at the remark. “Why don’t ya come down here? Winona here don’t bite. It’s just ‘er way of sayin’ hello.”

“Wll thn smebdy needs t’ teach ‘er how t’ shake.” Nevertheless, Peter carefully stepped off his branches, one leg at a time, and dropped from the tree, his hooves crushing grass as they hit the ground. Taking the folder from between his teeth, he held it with a reared foreleg as he cautiously watched Winona dash around him, barking cheerfully and sniffing at this new pony.

“So,” Applejack said, “what can Ah do ya for?”

“I was hoping for a job.” Peter sat on the ground, using his other forehoof to extract a sheet of paper from the folder and offer it to Applejack. “You mentioned that help was always welcome on your farm before Pinkie interrupted you, so I was wondering if I could maybe take you up on that.”

Applejack took the paper from the offering hoof and glanced over it. It was a résumé, painstakingly hoofwritten with only the occasional stray drop of ink or barely-legible word betraying its nature as the work of someone besides a unicorn. She lowered it, looking at its author as he leaned away from the dog’s tongue. He glanced at her, clearly not trusting Winona enough to keep his eyes off of her for more than a second.

“Course, I can wait for a few days for you to mull it over,” he said, gently pushing Winona back a little. “You know that hotel near the train station? If you wanna give me an interview—“

“We’d be glad to have ya,” Applejack interrupted, smiling.

Peter stopped for a second, his mouth still open to speak. “…Y’know, I put a lot of work into that résumé,” he said finally, ignoring the dog. “It took me four tries to get the handwriting as good as it is. The least you could do is at least look it over before hiring me, give my work some validatio—gah. Also, can you make your dog leave my legs alone?” He gave the dog in question a look that wasn’t quite a glare as Applejack laughed.

“Winona, come’ere,” she said, patting the ground by her left forehoof. Winona obeyed, ducking her head under Applejack’s raised hoof and inviting her to pet behind her ears. As Applejack did so, she looked at the résumé in more detail: “…Says here yer good with machines an’ can be on call at any hour.” Peter smiled and nodded. “That’s nice. Mebbie you could take a look at our wagon. Are ya punctual?”

Peter’s smile evaporated. After a few seconds of trying to find a positive spin, he said, “Nnnnot as such.” He bit back the shorter, more straightforward answer, hastily adding elaboration. “I can guarantee that if you ask me to do something, it’ll get done. And it’ll be done efficiently, ergonomically…just not necessarily… immediately.” He gave something resembling an awkward shrug.

Applejack set the paper down. “An’ how are ya at applebuckin’?”

Peter’s brow furrowed for a second. He glanced away from her and by chance his eyes landed on the hoofprints decorating the tree trunks. “Oh! Oh, yeah. I’m…pretty good with that. Pretty strong, actually. Can’t you tell?” He flexed a skinny foreleg in a lampooned impression of a braggart. In point of fact, even if the bicep bulge wasn’t particularly large, it had the definition of one who had spent a lot of time working their ass off for years. Setting it down hastily, he said, “But seriously, I can buck apples. I think.”

Applejack, who had briefly snorted at Peter’s sarcastic brag, gave an amused smile at his half-baked affirmation. “Well, gimme an example,” she invited. Gesturing at the tree immediately behind him, she said, “Give it a kick.”

Peter looked over his shoulder at the tree trunk, suddenly a little nervous. “What? Just like that?” He paused, thinking about the knee-jerk reaction. “Never mind. Alright; so I just…kick it? Is there a form or something?”

Applejack shrugged. “Not really. Everypony has their own way of doin’ it. Ah don’t really pay attention to how Ah do it, but mah pa planted his front hooves and clenched his stomach. Mac used to do about the same when he was ‘bout your size, except Ah think with more follow-through. When Dash pitches in, she just flies inta the branches—“

BRAACK!

…Crrriissshh.

“…But mebbie ya could try only kickin’ with one hoof.”

Peter withdrew his back hooves from the air, staring horrified at the felled tree. “Oh, crap! I’m so so sorry!” He looked from the shattered stump and grounded cluster of branches and leaves, to the farmer, his face a mask of guilt and anxiousness. As Winona ran to what was now only the treetop in the academic sense and sniffed at it, he looked down at his hooves and shuffled them. Then he glanced at Applejack for an instant before turning to face the former tree and nervously trotted over to it. He looked from it to Applejack a few times, not daring to meet her eyes for more than a second at a time. “I…oy, gevalt. I can’t believe...” He trailed off to nothing, staring defeated at the trunk.

Orange entered his periphery as Applejack joined him next to the tree. “T’ain’t nothin’ to worry ‘bout,” she reassured, giving his shoulder a pat. “It happens sometimes. You should’ve seen how many Mac knocked down when he was growin’ up. Just be mindful of it an’ try not ta do it too often.”

Peter exhaled slowly as she spoke, obviously relieved. “…And hey,” he said, “I got the apples off.”

She snorted. “Ya did at that. We’ll take ya aboard, but there ain’t much for ya to do ‘til Applebuckin’ Season in a few months.” When Peter looked at her questioningly, she added, “Course, we might have an odd job or two for ya, but we usually do most’a that ourselves. Ah’ll have ya see to our wagon after lunch. Speakin’ of—“ she began to trot back towards the house. “Why don’t ya come in an’ have lunch with us, meet mah siblings an’ Granny.”

“No thanks. I had a big breakfast.” Applejack glanced back at him for a moment. His expression was a cross between jovial and apologetic, a forehoof raised and shaking back and forth gently. He looked as though he sincerely did regret already eating, and Applejack opened her mouth to invite him in anyway—which made things that much less comfortable when his stomach announced its skepticism of his claim. Loudly.

Peter froze in place, his forehoof still raised. Applejack’s smile shrank to almost nothing, and he looked away guiltily. “Coffee. I had coffee. I was just going to make do on that…I…I’m sorry, I just didn’t wanna intrude—“

“Ah, tosh. We’d love ta have ya.”

Peter had been expecting that, which is why he had attempted to brush the invitation off with an excuse, but now it seemed kind of token. Until two days ago, Applejack had been the Bearer of Honesty; it was amazing that she had reacted to his white lie as civilly as had. Even now, she was giving him a look of quiet confusion and disappointment, as though he had fallen short of an expectation she had considered a given. Looking away, he adjusted his shirt collar slightly.

“Listen,” he began, steadfastly refusing to meet her eyes, “I’m…sorry I tried to do that. Should I just go? I wouldn’t wanna waste too much of your time.” He raised a hoof, giving a small cough.

“What, an’ miss lunch?” Peter’s eyes and nothing else flicked towards Applejack, surprised. “Ya can’t call a few cups’a coffee a meal, Pete. ‘Sides, you’re gonna need ta meet mah family if ya wanna work here.”

“What? Really?” Peter tilted his head, baffled. “…So I’ve…still got the job…? I’m confused.” All at once his eyes lit up with understanding. “Oh, you’re just being polite. I get you. There’s really no need—“

“Yer not fired, Pete,” she replied earnestly. “As long as yer a hard worker, you’ve got a job on Sweet Apple Acres. Come on in. Ah insist.”

The lady insisted. Peter took a deep breath, exhaling through the corner of his mouth. “…Alright,” he said. His stomach growled its approval and he shot a glance at it before beginning to follow a ways behind Applejack. Winona took the opportunity to dart about him, sniffing at him and playfully pawing or growling.

“But if ya are workin’ here,” Applejack called over her shoulder, “ya gotta at least try ta be honest. This lyin’s gotta stop.”

“This lion? Call a zoo. I’m sure they’ll be happy to have it.”

Ri-i-ingg.

Peter glanced up at the bell on the corner of the door as he closed it. It was an odd thing to have; not only were there no shelves to obscure the view of the front door, but the bell could almost be missed among the simultaneous ticking of clocks. He hummed at it thoughtfully before he looked down, just in time to see a brown, bug-eyed creature look up at him from the counter.

“GAH!” He recoiled violently, almost rearing up like a spooked horse. Which made sense.

Time-Turner lifted a pair of reading glasses to his forehead, taking with them the clip-on lenses that had magnified his bright blue eyes. “Oh!” he said, smiling. “‘Ello, Peter! Come in, and please don’t mind that hole in the wall. We had an insect problem a few days ago.”

Peter looked at the large hole in the wall right next to the door, which had a white sheet taped over it. He winced as he turned back towards Turner, taking another step forward. “Ehhh...I’m sorry about that, Turner. There weren’t as many vines there—”

“Don’t you apologise for that,” Turner cut him off, shaking his head slightly. “I can more than pay for it. I’m just teasing.” He stood up from behind the counter, pulling a band like a watchstrap off each fetlock. The left strap had a set of tweezers clipped to it, and the right had a tiny screwdriver. “In truth, I should be thanking you. I don’t want to think about what might have happened to Dinky if you weren’t there.”

Peter shrugged. “No need. It’s what I do.”

“Then you do great work.” Turner met him halfway across the room and took his hoof, shaking it. “Thank you, Peter. What’s wrong?” he added, noting Peter’s uncomfortably lopsided smile.

“...This feels weird,” Peter confessed, looking down at their hooves. “I’m...not used to being thanked. Usually when I save a kid it’s more like, ‘get your hands off my daughter! How dare you yadda yadda yadda, I usually stop listening by then. I mean, sure, some of them thank me, but not like this.” He looked up at the taller stallion’s puzzled expression. “It’s...refreshing. Thanks for the thanks.”

“Where in Equestria was this?” Turner blurted. “Where could you have possibly lived before that had citizens so utterly callous? Even Trottingham ponies aren’t that bad!”

Peter opened his mouth, then froze. “Ahm. Um. You know, here and there.” His eyes flickered away for a moment, then returned to Turner. “Mostly—mostly the Manehattan area. I used to live a little ways outside the city, so.” He shrugged.

Turner blinked at the roundabout answer. “Well,” he said, bringing himself to his full height and forcing Peter to look up at him, “maybe it’s just Hooves family sensibilities that I haven’t outgrown, but I fail to see why you would stick your neck out for such ponies.”

Peter tilted his head a little, looking baffled. “You think I should’ve let kids die?”

That seemed to punch a hole in Turner’s slightly puffed-up demeanor. He deflated, his expression melting from one of righteous indignation to mingled embarrassment and contemplation. “...That...that’s a good point. I failed to think of it that way, I’m sorry. But still, I’m perplexed you’d risk your life in the face of such scorn—”

Peter looked down for minute, shrugging slightly. “It’s...not my place to care about that. I can’t just let people get hurt. No matter what they think of me.” He took a breath. His eyes flickered up to Turner, who looked like he was about to ask another question. “But,” Peter continued hastily, turning away and very deliberately looking at a random clock on the wall, “I didn’t come here to preach. I was actually hoping to buy a few parts off you.”

Turner’s brow furrowed as he glanced at the clock Peter stared at. “...Parts? Like, clock parts?”

“Yeah, exactly!” Peter said instantly, standing up straight. “I, uh, know you don’t usually sell gears and stuff on their own, but I need to build something in a hurry. Two somethings.” He looked down again, fumbling in the bag he had at one shoulder and producing a crumpled sheet of paper. Smoothing it out slightly revealed a crude drawing of a clockwork mechanism with a narrow valve at the bottom.

Turner lowered his reading glasses and looked at the drawing, turning it every which way. “...What is this, a water gun?”

A chuckle. “No. No. I call them web-shooters. I know the drawing’s kinda bad, because quills are the devil, but if you had a drawer of parts or whatever, I can figure out what I need.” He gave Turner a forced-looking smile. “I-is that alright?”

“I sort of need the cogs I have,” Turner said uncertainly, not looking up from the picture. “I don’t get shipments that often, Peter, and these look insanely complicated.”

“I have money. Not a lot, but—”

“Money’s not the issue,” Turner interrupted. “I should get another order of cogs next month, if you'd like to wait, but—”

He broke off as the sound of hoofsteps on the stairs reached both their ears. They turned towards the counter, and the stairs behind them, as quick, easy trotting was cut off by a small cry and the sound of an entire body hitting the stairs. Derpy tumbled into view, landing bodily on the floor behind the counter with a crash and a small puff of grey feathers.

Both stallions started forward, Peter by automatic worry but Turner with a more familiar gait. “You alright, luv?” Turner called.

Derpy lifted her head quickly. Half a muffin was sticking out of her mouth, and a feather was nestled in her mane as her right eye drifted in a slow circle. She blinked, her eye returning to its standard place observing something above her, and nodded with an attempt at a smile. “M akay,” she mumbled around the muffin, then took most of it out and swallowed what was still in her mouth. “Oh, hi, Peter!” she said cheerfully, standing up and cantering around the counter. “I didn’t know you were visiting. How are you?”

“I’m—ah—” he interrupted himself, leaning back as Derpy gave him a quick hug, hesitating before returning it gratefully. “I’m great, Derpy. And I’m not exactly visiting. I just wanted to ask Turner if I could buy a few cogs and stuff from him.”

“Oh!” Derpy replied brightly, her ears standing up straight and her wings ruffling. “Well of course you can! Timey, where do you keep all that stuff?”

“What? In my drawers, but—” Turner automatically moved out of her way as his wife trotted behind the counter again, pulling out the first of a few drawers in its back with her mouth. “Derpy, we don’t have spare cogs to give him.”

“Sure we do!” she replied, looking up at him. “You over-prepare, Timey. Pete, come over here and let’s see what you need.”

“I do not over-prepare,” Turner retorted as Peter glanced at him questioningly. “Ponies need clocks. I can’t just delay their orders until my next shipment arrives, I have to make my supplies last.”

“Timey.” Derpy gave him a look, pursing her lips. “You have like a bajillion gears in here.”

“And very few of them are compatible with each other!” Turner replied. He started trotting towards the counter, Peter close behind him. “Look, these are Minute Gears Size 6, and I’ve only got four of them left! They don’t fit with any other gear sizes! This is a Second Gear Size 2. My last one! I can’t just give out gears willy-nilly.”

Peter cleared his throat hesitantly. “I, uh, I’m not building watches here, Turner. I don’t need gears of the same sizes.” He leaned over the counter, peering at the sections the drawer was divided into. “...How is this organized? Oh, I see.” As he walked around the counter, eyes flicking from section to section, he muttered, “...I think I need...four of those gears—wait, one sec—” He darted back to Turner, taking the drawing back, and laid it flat on the tabletop. “Okay, yeah, four of those, two of these, about six of these small ones, and—hmm. Where can I buy a pair of these?”

Turner looked past the watchstrap Peter held up, a flathead screwdriver still clipped to it, and at the stallion himself quizzically. “The Smithstraps? You...can find them in almost any hardware store. At least, I think so. Did they not sell them where you used to live, or—?”

“Well,” Peter interrupted hastily, releasing the strap from his adhesive grip. “I-I really don't wanna take parts when you might need them, Turner, but I kinda need the web-shooters. I can pay for them, if you want!” He dug through his bag, the sounds of coins rattling against each other drowning out the room of clocks before Derpy put one hoof on Peter's shoulder.

“It’s fine, Petey,” she smiled, even as he twitched away from her touch. “You don’t need to pay us for a few gears. We owe you this much.”

“Don’t,” Peter replied, shaking his head. “Don’t. It's not about paying a debt. I mean, thank you for this, Derpy, but it can't be a reward. It can't.” He reached for the cogs and springs he had set on the drawing, but paused halfway there and glanced up at Turner. When the taller pony eventually rolled his eyes and shrugged out a gesture of if you must, Peter winced but slid the gears into his bag anyway. “Sorry,” he muttered to Turner.

“Don’t be,” he muttered back, eyes still staring skyward. “It’s my own fault for marrying such an incredibly nice pony.”

Peter chortled as he stuffed the drawing into the bag. “Hear that, Mrs. Hooves? Your husband wishes he married someone meaner.” He gave Derpy a smile. “Really, though, thank you.”

“You're welcome,” Derpy said, but her brow was furrowed and her eye seemed to stare at him without quite focusing. He tilted his head at this expression, giving Turner a questioning look, but he shrugged and started around the counter.

Peter's path crossed his as he started for the door, a little awkwardly. He turned back at the door to see Turner lean over in front of his wife and wave a hoof in front of her face with a quiet “yoo-hoo.” She blinked, focusing on him, and Turner gave her a quick smile and said, “What’s up, luv?”

“Can't?” Derpy said confusedly. She looked this way and that before focusing on Peter. “What did you mean, can't?”

“What?”

Derpy stood up, turning to face him properly. A quizzical expression sat oddly on her face. “I—I'm glad you don't save ponies because you want a reward!” she said hastily, her wings twitching and almost bopping Turner on the nose. “(Sorry, Timey.) It’s great of you to do that. But...what do you mean you can't take all that stuff as one? I don't understand.”

Peter shrugged. “I start accepting rewards, I lose sight of why I do this to begin with. It's better this way.”

“Oh...and why do you do it?”

Peter hesitated for a fraction of a second. “...A-and anyway, I've already got one! Action is my reward!” He gave the couple a cheesy smile before turning and almost sprinting out the door. The ring of the bell didn't echo through the shop room above the ticking of clocks, but it should've.

Derpy scrunched her nose as she stared at the closed door. “That was weird.”

“Luv, I did legitimately need those parts.”

She looked at Turner, her head tilted as he frowned at her. “Come on, Timey! Half the ponies in Ponyville use your clocks. They're not gonna break before your next shipment comes!”

“Well, yes,” her husband admitted. “But it's the other half I'm worried about.”

“Oh.” Derpy pondered this for a second. “...Well, they can wait. What're they gonna do, go all the way to Canterlot for another clockmaker? You'll be fine.”

“Well!” Turner said, his brow rising as his lips twitched up an inch. “There’s a surprise. Sounds like I did marry a meaner pony.”

“Maybe,” Derpy grinned. She stuck out her tongue at him. “I'm so mean I'm gonna steal something from you.” And with no further warning, she leaned in for a kiss.

The sun, low as it was, shone orange across the Ponyville rooftops. The top off the house across the street cut it off, so although the top of Carousel Boutique was bathed in the light of Celestia’s sun and shone as if it had been set ablaze, the ground floor was swathed in deepening shadow. Rarity watched from the front door, admiring how the colors deepened and flushed ever darker, before turning her gaze upwards.

She had tried multiple times to find fabric that was the exact shade of orange she saw painted across her upper floor. Not once had she found anything like it. Some part of her maybe preferred it that way.

As the sun continued to fall, the deep shadow crept up the wall like a rising wave and drowned the brilliant hue. Rarity watched it for a few seconds more, but she stepped inside and closed the door behind her before a chill could set in. The lock clicked over the sound of her magic moving it, and she didn’t bother looking as she flipped the sign in the window to CLOSED.

She hummed an improvised tune as she walked into her workroom. Pausing only for a moment to light the room, she began to roll up the fabric spread across the nearest table before scooping up the scissors. Organized chaos was one thing, but she was not about to leave her supplies just anywhere when she was done. Organized chaos meant that she knew where everything was.

It was as she was putting away the scissors that she noticed to her delight the faint whispered of steam still rising from her half-full mug on the next table. She took a sip, smiling at the smell and taste of chamomile. Setting it where she’d remember it later, Rarity pushed back her mannequin—

Tap-tap-tap

—before continuing to clear her tables. Holding a hoof in front of her mouth as she yawned, she rubbed her eye—

Tap. Tap. Tap.

…She had dismissed the first set of raps, thinking them the work of a leaf or twig in the breeze, or the flexing of the glass panes in their plus-shaped wooden frames; or perhaps she had missed them entirely, wrapped up in a soft blanket of a world made from idle businesses and chamomile tea. But the sound of staccato, deliberate rapping at her window disturbed her from the relaxed trance she had eased herself into, and her head rose of its own accord as her eyes found focus on the wall. A dozen romance novels in her mind simultaneously opened to the scene wherein the protagonist courts his (or her) love interest from a window. She disregarded all of them on the grounds that she hadn’t felt herself drawn to any mysterious strangers recently, and turned around.

The edge of the sun hadn’t completely vanished from the world, even if it was hidden by the house across the street. A dim light spilled around it and revealed to her the shape of a stallion filling up the window, hooves pressed to the glass and supporting him as though with glue.

Rarity took a step back, only stopping at one because her hindquarters bumped into the table now behind her. Then the memories of her few instances with the Spider illuminated her mind like a candle, and although she didn’t quite relax,her automatic horror at the sight faded. A tense few seconds passed as they stared at each other; one forehoof detached from the sheer glass and waved awkwardly. Untensing ever so slightly, more out of amusement than anything, Rarity’s horn began to glow and the window unlatched. The Spider detached one hoof at a time as it opened, and the instant the opening was wide enough he leaned through, perching on the sill like it was the most natural thing in the world.

“Hello,” Rarity said. The word vanished into the alien stillness the Spider’s presence seemed to exude. Her practiced manners had come to a screeching halt as she continued to stare, baffled. “…It’s you.”

“Yeah.” She couldn’t see an inch of his face, but the Spider’s tone of voice made it clear that he was perfectly aware of how odd this was. “Hi.” He glanced down, presumably at his own hooves. “Can I come in?”

The manners were back: Of course, Darling immediately jumped to her lips, but Rarity bit them back warily. “This is most unusual,” she said. “What is it you want, may I ask?”

She could already make a guess—the bedsheet was a starched white this time, but it was still a bedsheet—but the Spider confirmed it after a moment’s nervous hesitation. “I need a costume,” he said. “I-I mean, I can’t keep wearing a sheet every time I need to go out. I’m trying to establish a reputation here, and besides, the detergent’s gonna get expensive fast.”

She hadn’t expected a joke. Rarity put a hoof to her mouth and looked away, suppressing the chuckle easily but unable to keep down the smile. “I’d love to help you,” she said, “but it would be far more convenient—for both of us, I imagine—if you were here during daylight hours. I just closed the Boutique for the day.”

“I know. I watched you flip the sign around.” Silence filled the room as Rarity fixed him with a stare, and he glanced slightly to the side. “…Which sounded…way creepier…than I thought it would, but I can’t have anyone, like, walking in while this is going on. I’d like to keep everything as secret as possible. So this thing where I’m sticking out of a bright window…isn’t really helping me. Can I come in, please?”

She hesitated, but eventually released the words. “Of course, Darling. Close the window behind you.”

Author's Note

Well, today you've seen a rare occurrence indeed: a dead fic has risen from the grave. Those who read the previous chapters when they came out, the last one something like a year and a half ago, I bet you were never expecting to see this chapter.

I have no decent excuses for taking so long. 2016 was a shit year, and I'm glad it's almost over; I'm in college now and eternally busy; my physical and mental health both seem to have taken something of a dive; etcetera, etcetera, none of this can justify why this chapter took a year and a friggin' half. Just know that I am sorry, and I will try hard to make sure that never happens again. Especially now that I think I know the general shape of the plot.

Vinyl Ruins Two Nights at Once

The rising sun was shining in her good eye as Derpy angled her wings and descended below the rooftops of Ponyville. She had to fight not to close it. Her right eye was useless during a landing; if she closed her left, she knew from experience that she would promptly botch the landing and crash. She couldn’t afford to crash, not when her package was so important.

The word “package” here might be debatable.The brown paper bag carefully folded closed and hanging from her teeth technically qualified, and as packages went this was her favorite in weeks. She could smell its golden aroma as she descended, feel its fresh-from-the-oven warmth, and the struggle not to drool into the paper could not have been more real. So focused on that was she that her hooves hit the ground before she realized it was approaching and she almost crashed anyway. Her wings beat two short, flailing strokes as her hooves stumbled to a clumsy stop.

As landings went, a slightly clumsy one wasn’t bad. She smiled around the paper bag as she straightened her mailmare’s cap and looked up at the inn before her. A second-story window was hidden by a tarp, which she took as proof that this was where Peter was staying. The bell above the front door jingled as she pushed it open.

The pegasus mare at the front desk lifted her head slowly as Derpy stepped into the lobby and fixed her with eyes that wouldn’t fully open. Through some Herculean effort, she forced her mouth into a smile. “Good morning, Miss Mailmare,” she managed. “The boxes are right where they always are.”

“Huh?” It was a high-pitched grunt around the paper bag.

The receptionist’s brow furrowed. One eye closed completely, seizing the chance to rest. “…You are here to drop off some mail, right? The mailboxes are where they always are.”

Derpy’s hoof reached up to her head and found the cap she had straightened not thirty seconds before. “Oh!” she cried, dropping the bag, and snatched the hat off her straw-colored mane. “No, sorry! I’m actually looking for somepony. Could you tell me which room Peter Parker is in? Oh,” she added as she watched the receptionist’s smile collapse like a house of cards and her eye twitch involuntarily. “What’s wrong?”

The receptionist opened her mouth—the shape of her first word was a harsh, irritated one that already tugged at Derpy’s feathers—but the door to the stairwell creaked open and she stopped before she had begun. Both pegasai looked towards it as a beige Earth pony, head low, shoulders slumped, shambled into the room like a walking corpse. His mud-colored mane stuck up in the front as he carried a coffee mug between his teeth; his eyes were dead and sunken. Still, he stumbled a familiar route to the coffee machine and was starting to fiddle with it when a groan made his ears twitch and drew his eyes toward the front desk.

“Have you been there all night?” he asked the mare he found there in a slow, half-asleep voice.

She, apparently, was awake enough to glare. “I’m not allowed to turn in,” she said flatly, “while there’s still ponies coming into the lobby. I told you that the last time you came down here. And the time before that.”

“Oh, God, I’m sorry,” cried Peter, and as he forced himself out of his stupor he sounded like he meant it. “You should’ve hit me or something! I—shvantz, I didn’t realize—it’s probably too late now, dammit. I—uh—you want me to make you a cup too?” Without waiting for an answer, he turned back to the coffeepot and pulled another mug in front of him; for a moment he worked with urgency, hooves shaking with sleeplessness, but his movement slowed and stopped as his nose caught an unfamiliar scent. He turned to the side. “What smells like muffins?” he asked the air, and then his gaze landed on his answer.

Derpy gave him an uncertain wave, standing at a cautious distance as though unsure he wouldn’t explode. “Good morning, Peter,” she said around the paper bag.

Peter’s eyes widened until the whites seemed pink with veins. He almost fell away from the coffee machine as his face broke into a grin. “Derpy!” he exclaimed, jolting forward to meet her. “What—it’s great to see you! G’morning! Wha, wha, what’re you doin’ here? I mean I’m glad you are, but what’s up?” Even as he spoke, his eyes drifted down towards the bag. The shine of drool appeared at the corner of his mouth; he paused to wipe at it with a hoof.

Derpy grinned at the action, setting the bag back down between them. “Timey and I thought you might want to have breakfast with us,” she said as she opened it. “I didn’t realize you had stayed up all night. Are you okay?”

“Yeah, yeah, I’m fine. I do it all the time.”

If he had more to say--and judging by the look on his face, he did--he kept mum. Derpy leaned away, concerned at his casual tone of voice, but she considered and straightened uneasily. “Well…okay…then do you want to come anyway? We made muffins, see.” In demonstration, she pulled a single poppy seed muffin from the bag, the pastry warm on her hoof and the aroma filling the room. Peter took a deep breath as she held it out for him, and his eyes widened in longing.

“I…” He shook himself out of his trance even as she swayed the muffin back and forth like a pendulum. The receptionist leaned forward, unnoticed by all but waiting with bated breath for his answer. “I can’t. I’d love to, Derpy, but I’m onto something. With my studies, I mean. I’ve been working all night, I think I’m on the edge of something big, I need to write—“ He looked genuinely remorseful as she lowered the muffin an inch. His mouth kept going, trying to salvage the pleasantries. “Thank you, though. I’m really grateful you—“

But Derpy simply nodded, giving him a smile. “I understand,” she said. “We just thought you’d appreciate the gesture.”

“I do. I do! It’s just thaamph.”

Derpy had pushed the muffin an inch into his open mouth; he instinctively bit down on it, holding it there as she took her hoof away. “Well, take the muffin anyway,” she said, “and try to take a nap soon, okay? Even if you’re on fire. All-nighters are bad for you.” She gave him a last smile before starting for the door. It was best not to push it, she had decided. Bonnie had called him selfish, almost a week ago now, but between the way he had been implying self-contempt and the distance he had made between himself and them, she knew hurting when she saw it. Trying to force an issue would only make things worse for everyone; the best they could do was be there for him and let him open up on his own terms.

Peter watched her start to go, his eyes occasionally flickering down towards the pastry in his mouth as he tried not to melt in bliss at its taste. He reached up and pulled most of the muffin from his mouth, chewing on the first bite as he stared down at it. His eyes were wide, the pupils mere pinpricks in seas of hazel. His throat bobbed slowly as he swallowed.
His eyes flickered towards the receptionist, who was loudly and irritably straightening up her desk with a distinct air of Go AWAY. Wincing, he returned his attention to the muffin, then the mare who had given it to him. The door was closing behind her. His heart skipped a beat: he jerked forward. “Wait!”

The ticking of clocks almost silenced the sound of the door closing, but Dinky happened to be looking at the front door anyway. Her face split into the grin only kids have, the one that comes easily for lack of weathering. Derpy smiled back as Dinky waved.

“Morning, sweetie,” she called as she hung her hat by the door. She returned Dinky’s enthusiastic wave. “How’s breakfast coming?”

“Come see!” her daughter cried, dashing out of sight. There was the sound of magic and a confused noise before she returned, a tray of steaming muffins hovering above her head. “Daddy said we have to wait for them to finish cooling, but they smell so good! We made more poppy seed, and some blueberry, and—“ Her words caught in her throat as she finally noticed the beige Earth pony standing nervously just behind her mother. “…Um. Hello, who’re you?”

The young stallion gave her an awkward smile as a flour-stained Time-Turner appeared around the corner. “Hey. I’m a friend of your parents.” As Dinky blinked at this, Peter glanced away and leaned towards Derpy. “That’s right, right? We’re friends?”

Derpy lightly nudged him with a wing, bemused. “Well, duh,” she said; a smile crept into her face and voice. “Dinky, this is Peter. He just moved here a few days ago, so we’re trying to make him feel welcome. Peter, Dinky. I think you two will like each other; you both stay up too late reading.”

“’Too late reading?’ Blasphemy.” Peter managed to dig a spark of bravado out of that joke, and so when he stepped closer to Dinky and offered his hoof to shake he did so with his shoulders squared. “Nice to meet you, Dinky.”
The unicorn didn’t respond. She stared at the beige hoof with widening eyes and slow horror, and Peter winced and sighed as he realized it was recognition in her eyes. She looked up at him sharply as he lowered his hoof; she took rapid steps back and, in her panic, her horn flickered.

The family didn’t even see his hooves move, barely saw the tray start to fall; all they knew was that Peter was suddenly bouncing it between his forehooves with cries of “Ach—hot—hot!” He grabbed a short side of the tray, rotated it in midair, and shoved it forward. It soared through the air above Dinky’s head and landed on the counter between the front room and the kitchen, where it slid until Turner’s hoof stopped it from falling off the other side. Taking his hoof away and shaking away the heat, he looked up and gave his wife and friend a quick smile.

Dinky was still staring up at Peter. His actions with the tray had only compounded her fear; behind her eyes she could see the unnatural dodging of the cloaked pony that had crawled across her ceiling like a living nightmare. The quick and sticky hooves of the Spider were the same color as the Earth pony who stood in front of her now; as she continued backpedaling she managed, with a voice rapidly rising in pitch, “You’re the—Mommy, he’s—no no don’t come closer…!!”

And Peter stopped, setting those quick and sticky hooves down and standing as though on the edge of a precipice. He looked down at her with no malice, just a discomfort and helplessness. Slowly he turned around to face Derpy; he mouthed something apologetic before her hoof brushed his shoulder as she passed.

“Dinky,” she whispered, sweeping her daughter into a warm wing. “He’s our friend. This is the friend Daddy and I went back to help, remember?”

“He’s a spider,” Dinky hissed back, on the edge of tears. “He's—no—”
The look her mother aimed at her was the kind of calm but disappointed understanding that all children simultaneously crave and dread. “He’s not a spider,” she retorted, a little louder as she pulled Dinky closer. “He calls himself ‘the Spider’ when he’s trying to help ponies, and he doesn’t want to be recognized.”

“It’s working amazingly so far,” Peter butted in. “So far only like a gazllion peo—ponies have figured it out.”
Derpy glanced back at him with a quick, encouraging smile. Dinky had been taken off-guard by the joke and giggled. “See?” said the pegasus, looking down at her daughter, “he’s not so bad. Just a pony with powers. He’s basically a superhero, Dinky!”

“Nah, I got kicked out of the superhero club when I forgot to pay a parking ticket and got a bad haircut.”

“I don’t read superhero comics,” Dinky whispered, her face a hybrid of uncertainty and indignation.

Derpy sighed, slackening her wing. “Well, give him a chance anyway, okay? Just remember, he saved you a few days ago. And he’s our friend.”

Dinky nervously looked back at Peter, who gave her an awkward half-wave and equally awkward smile. “I guess,” she said eventually. Peter’s eyes lit up as he followed her around the counter and into the kitchen/dining room combo. She didn’t take her eyes off of him, not even as her dad took the tray off the counter with a potholder in his teeth and walked between them on his way to the table. “But—but he’s—you’re not sitting next to me,” she stammered out as Peter followed. “You’re sitting on the other side of the table…please?”

“Fine by me,” said Peter as he trotted past and towards the dining room table. “I prefer having a side to myself anyway. I like the elbow room.”

She sat stiffly along a long side of the rectangular table as her parents took either of the short sides. Derpy had snatched a muffin off the tray before her husband had set ti down and was already in the process of buttering it as Peter slid into place at the remaining free side of the table. He glanced at either of the other adults before he grabbed a blueberry muffin and ate it in two bites. Ardently he reached for another as Dinky slowly pulled a paperback with a cracked spine from the counter and propped it in front of her.

“Dinky,” said Turner, without looking up from the cup of steaming tea he poured, “what did we say about reading at the table?”

Dinky was chewing on a mouthful of poppy seed muffin as her eyes darted across the page. When she swallowed, she didn’t look up as she said, “I forget. Was it that it was good multitasking practice?”

As Peter snorted and almost choked on his bite, Derpy and Turner exchanged a look. “I think the exact phrase we used was ‘Don’t,’” smiled the pegasus. She slowly reached over and tried to take the book. Her daughter hissed and grabbed it with both hooves.

“ButI’monthebestpart!” she cried, fighting valiantly in her side of the tug-of-war. “Hazel Field just snuck into the bad guy’s mansion during a big party! She’s about to go into the basement! What if she’s captured?! What if—Mooommm!” she whined as it was finally wrested from her grip.

Derpy set the book on the ground and under her leg. “Hazel Field will still be there when breakfast is over,” she said firmly. “Right, Petey?”

Peter, who had leaned his chin on his forehoof and watched this struggle with a veiled smirk, immediately said, “Don’t call me Petey.” He held his mouth open as her question caught up with him. “Uh, actually, I’m on Dinky’s side here,” he said as his smirk renewed. “When I was a kid I used to read at the table all the time. My aunt used to get on my case every time, it was hilarious. I mean, I was usually reading a textbook or some pretentious novel like Dune, but—wait, what was that?”

Derpy looked up from her facehoof and Turner leaned forward with concern as Peter’s eyes swept over the table, the kitchen, the room. “What was what?” asked Turner, but Peter hadn't heard; he was listening for the muffled, high-pitched sound that his twitching ears had caught. The hair of his forelegs shifted like windswept grass as his eyes narrowed in concentration and settled on the back door, where he had heard the noise; he stared at it for a second, worry on the rise as he heard the sound again on the other side.

And then the doorknob glowed briefly and the lock turned open of its own accord.

Peter’s eyes snapped open; he launched himself over the table as spider-sense made a note like a unicorn horn. He turned a single front flip above the table, snatching a fork off of Dinky’s side as the filly shrieked and ducked in terror. His body was built now so he landed naturally in a crouch between the table and the back door, fork stuck to one hoof and ready as the door was thrown open. He tensed, ready to fight, no not these people you won't touch them don't you DARE—

Vinyl jerked backwards, almost falling on her butt before she had made it through the door. “GAH! Sweet Celestia, Peter! Gonna give me a heart attack, jeez.” As Peter blinked at her appearance and his fork hoof lowered, she got back to her hooves and gave him a weird look as she walked around him. “Nice to see you, tho. How’d the Applejack thing go? Oh, hey guys!”

Dinky’s wide eyes flickered from her to the awkwardly standing Peter a few times, her breathing still quick and frightened. Vinyl waved a hoof in front of her face as though attempting to break a trance, but it was less that than the way Peter stepped back, looking away. “Good morning, Aunt Vinyl,” she whispered eventually with a hesitant smile, and Vinyl’s widened a full inch when she heard the honorary title.

“Morning, Vinyl,” Turner said with a half-smile. “Do come in, no need to stand around outside.”

“Huh? Turner, I am ins—oh, I getcha. Whoops. Haha, should I go back out and knock? Morning, Derpster.” As Derpy gave her a smile and Turner began to reply, Peter looked down at the fork in his hoof and turned to the kitchen with a sickly feeling of shame.

His hooves were shaking as he plugged the sink and began filling it with warm water, pulling the batter-filled bowl closer on the counter. He took a deep breath and planted his hooves firmly on the edge. Peter focused on the sink so intently that, had a candle been behind his eyes, the water would’ve boiled. It almost did anyway.

When it was deep enough and soap suds swirled on its surface, Peter shut the faucet off and dropped the bowl into the sink, fishing the sponge out and beginning to scrub. He felt stupid. Spider-sense had barely gone off; he should've known it was just being weird when its tingling had brought to mind the sound of unicorn magic. Spider-sense was a twitchy bastard outside of actual combat, and sometimes even in it: it didn't like surprises, it wasn't fond of the unknown, and it didn't care what someone’s allegiance was if they were potentially dangerous. He’d understood that it reacted to anything that could maybe be a threat—hypervigilance did that to one's danger sense, apparently.

He had known all this. He understood his spider-sense. And yet he felt more absurdly sensitive to it than ever, the barest twinge sending him over the table and into a fighting stance, ready to maim whoever was about to threaten the Hooves family—he had been an inch away from stabbing Vinyl, another friend, with a fork. Peter's scrubbing slowed and stopped as it sank in how quickly he had become again the violent vigilante who had crippled Stan Carter.

“Our last fight. You b-broke my c-clavicle, my jaw, my inner ear…” It looked like he had broken far more than that. The man before him leaned heavily on a cane with one hand; his other held out an espresso and shook so violently that the steaming black inside the mug threatened to scald him. Carter's voice was louder than you'd think appropriate, but that was forgivable—he had gone partly deaf. “...oy, I was a wreck. B-but you d-d-did right. I d-deserved it. C-coffee?”

Peter clasped his hooves in front of him as he remembered the punches he had thrown that night. The sound of cracking bones echoed in his ears, and a broken voice begging him to stop that had—at the time—only enraged him further. If Daredevil hadn't been there, Peter was certain he would've beaten Carter to death. He felt sick to his stomach. Just as he had the first time he had seen his work.

“No. Don't you dare.” His jaw clenched under the mask; as much to steady his own aim as anything, he jabbed a finger forward. “Don't you dare lay a guilt trip on me. Not when you've got a manager ready to try making money for you—!”

“Still d-down there? He's no manager of mine. B-b-books. Talk shows. He won't g-go away.” His offering hand had lowered as Carter spoke. He rolled his jaw, as though testing if it still worked; Peter wanted to throw up. “He wants me to live off of the horrible things I d-d-did. When I think of those p-people. Of Jean…” DeWolff. Peter focused on the name, this man had murdered Jean DeWolff, but his building anger was snuffed out by the look of remorse on Carter’s face. “Oh, Spider-Man, d-don't feel guilty. I d-deserved what you did to me. Every c-cracked b-bone, every lost tooth, the internal b-bleeding, the—”

“Uh, Peter?”

Peter jumped as though he had been caught doing something he shouldn't, like looking at porn or cheating on his taxes. He turned halfway, forcing his face into a neutral expression, but the problem with a mask is that one has no need to practice a poker face, and he was sure his shame showed through like lantern light. “Yeah?” he said, keeping his voice steady.

Vinyl, Derpy, and Turner were all staring at him; Dinky, seizing upon her mother's distraction, was not-so-subtly stealing her book back with magic. Vinyl was standing at the counter several feet behind him, a cabinet above her open, and had apparently noticed him in the middle of fiddling with a coffee maker consisting of a glass flask topped with a funnel. Her head was tilted almost forty-five degrees. “What are you doing?” she said.

Peter forced a smile that didn't meet his eyes and stepped away from the sink. “Wallowing in embarrassment,” he said with a careful upbeat tone. “I wanted to get my daily angsting out of the way early.”

“Are you doing the dishes?” Derpy asked, standing. “Why? Breakfast isn’t even over yet. You barely ate.”

“Well…” Peter glanced back at the sink. “I mean, I wanted to be helpful…”

“That’s nice of you,” said Turner, but his face said it was more perplexing than anything. “...And, um, if you want to help after breakfast, we’d be glad to let you. But would you like to actually finish eating first?” Before Peter had actually answered Turner beckoned him with a hoof. “Vinyl, you too. Dinky and I made too many anyw—Oi! Dinky!”

As Peter sauntered back towards the table and Turner quietly urged his stepdaughter to put the book away, Vinyl dumped black grounds into the filter she had stuffed into the coffeemaker’s funnel and poured what was left in the teapot into it. “Anyone else want any?” she asked the room at large. “Derpy? No? How ‘bout you, Peter?”

Peter froze mid-step, but only for a second, as a wince shot up his face. The shaking, steaming mug of espresso flashed before his eyes again and his lips grew thin as piano wire. “Oy,” he breathed. “Y’know what, I think I’m good. Thanks anyway, Vinyl.”

Breakfast went well, or at least Peter thought so. Vinyl was sat on the other side of the table and she seemed to spit crumbs at him every time she spoke, and Derpy seemed to push a little too hard to involve Peter in the conversation, but he had enjoyed the meal, and being able to chat a little with a few of his—his friends. Normalcy had long left him; in the course of having plunged headfirst into the life of a superhero, of the daily patrols, of sprinting past the wheatcakes on the table and after the bus, of what few friendships he had being careful, spun-glass affairs and conversations often as not devolving into “Where have you been, why weren't you there, where did that bruise come from,” of the battles and blood and bodies at his feet, he had waved goodbye to normalcy years ago. But the illusion over these few hours was wonderful. Oh, and so was the food.

He might have caught Vinyl’s looks of contemplation had he not been deliberately trying to relax. She occasionally found herself staring at him thoughtfully. His movements were a little sharper, a little quicker than an ordinary pony’s, and he seemed uncomfortably conscious of this, but he masked it carefully (if not especially well) and put on a stiff upper lip. Every word out of his mouth during the meal seemed to be a wry remark, although never an attacking one—indeed, several times she had laughed at one of his comments hard enough to choke on her food.

The look of horrified concern that flashed across his face when this happened was cause for ponder as well. If it weren’t for the hoof she flung up to signal she was fine, she thought he would’ve sprinted around the table to administer the Heimlich maneuver. Altogether, she thought, what she had here was a stallion who would do the dishes, who was funny, apparently brilliant, maybe ~~a little~~ ~~somewhat~~ pretty awkward, but had repeatedly displayed a sense of compassion and altruism that he seemed to prioritize above all else. She hummed around a bite of baked breakfast with blueberry as she squinted one eye at him.

A little louder than she had intended, maybe. All heads turned towards her a few seconds before she realized. “Hmm?” repeated Derpy curiously. “What’s up, Vinyl?”

She didn’t seem to hear for a moment. Then her ears flicked and she swallowed her bite. “Huh? Oh, I was just thinking...Peter, can I do you a favor?”

“A favor? Well, if you must, I could probably endure it.” Peter considered that joke as he scooted forward. “...That sounded dumb. What d’ya need?”

“Well, it’s not what I need,” said Vinyl, and Derpy and Turner exchanged a worried look.

Piano music poured into the outside world as Vinyl stepped through the front door; she stood at the threshold, listening, swaying in place. The notes plinked like rain on a window, and she smiled and closed her eyes as the melody washed over her. Eyes still closed, she wandered left, into the living room, following the music.

She was finally forced to open her eyes upon reaching the piano, and the mare before her still hadn’t seemed to notice. Octavia had her back to Vinyl as she played, hooves stretching over the keys and producing a song almost two centuries old--Goronidey’s love letter to the moon. Vinyl listened in silence for a minute, but the piece was designed for a unicorn, and so Octavia’s recital could only be so complete. This needed remedied. “Tavi.”

There was no indication that Octavia had heard.

Vinyl squinted at this. Slowly a hoof reached out and tapped her friend’s side, just beneath the foreleg. “Tavi. Scootch.”

The mare glanced behind her when the hoof rapped her side, and when she saw Vinyl her brow rose in surprise. She scooched to the left on the piano bench, allowing Vinyl to sit to her right; the unicorn clambered into the seat, spread her hooves across the higher half of the keyboard, and lit her horn. Choice keys lit with it and she began to fill in where Octavia neglected.

They played in silence for a while; the piano spoke for both of them. The way the song was structured meant that the mares passed the melody back and forth like a volleyball. And while Vinyl had far more dexterity with which to play complex melodies, the cellest was in her element among the lower keys, and this genre of music was the one almost literally in her soul. The unicorn found herself struggling to match and keep up with her.

It was during one of the moments when Octavia had the melody that Vinyl chanced a look at her. The mare was focused completely on the filed hooves crawling along the keys before her, her eyes half-closed and her body swaying to the tune. Her ears, though, lay almost flat, as though held there by a hat or stupidly heavy earrings. Vinyl craned her neck when she noticed a hint of orange beneath the cupped organ; it started to glow as she focused on it, and then she pulled out a spongey earplug.

“...Well if it sounds that bad,” joked a puzzled Vinyl as Octavia’s head turned slightly towards her and the ear rose, “maybe you should consider not pushing any keys. 4’33” is nice. Why not.”

Octavia smiled at the joke, but it was a small one, just the barest tug at the lips. Her voice was soft, almost meditative as she said, “Beethoofen was deaf when he wrote his magnum opus. One of the greatest works of music in the history of our art, and its composer couldn’t hear a note he wrote.”

“Lucky guy,” Vinyl joked, and then the melody switched to her. “Whoops! Unlike him, I have heard it. A lot. Hours of my life I’m never gonna get back. Someday you’re gonna wear out that record, y’know—ow.”

Octavia withdrew her hoof from the back of Vinyl’s head and returned it to the keyboard in the exact moment it needed to catch the song’s momentum from the unicorn. “He must have felt the music. Maybe in the absence of the noise of everyday, he listened to the stirring in his soul and wrote what his magic told him.” She leaned over the keys, bringing her hooves together as a measure of lows shot through the piece like a shower of cold comets. “Could I do that? Without my hearing, could I write a song that means anything? I want to say yes. I want to be able to make music out of my heartbeat…”

Vinyl chewed her lips as the melody slept. Her own hooves rushed to the highest octaves and played two alternating, dancing notes, lone twinkling stars in a sky momentarily gone silent. Then Octavia dropped back into the piece, Vinyl’s hooves descended to midrange, and she said, “I take it things aren’t going well.”

“No.” The syllable sounded as flat as the lowest C. “I...I deafened myself, I sat down to create something, and all that's coming out is Goronidey’s Imperatritsa nochi.” The notes beneath Octavia’s hooves grew impatient as she muttered, half to herself, “This isn't composing, this is barely a recital. I’m nothing without my cello.”

Vinyl’s eyes slowly, deliberately, and pointedly rolled up and back. “No. No. Stop being stupid. You’re a talented pianist and excellent with the violin and guitar. You’re just more about accuracy than creativity when you’re using those because you’re a cellist first. And you only feel bad at these because you’re a genius with the cello. That's your outlet. When’s the new one supposed to get here, anyway?”

“Today or tomorrow, but—” Her hooves on the piano grew more frantic. The piece went into an unwritten accelerando as she continued, “What if, Vinyl, when the new cello finally gets here, and I just—the notes won't—ow!”

It was Vinyl’s turn to jump back to the piano after giving a much-needed dope slap. “Right,” she said. “Because your entire childhood of watching your dad play, all your years of training, your special talent are going to be completely nullified by like four days without practicing. Of course.” If she had been struggling to keep up before, it was almost impossible now; she focused on the piano desperately and skipped notes where she could. “Look, you're pent up. Not stuck. This happens every time you don't practice for a few days. Mark my words, when that new cello’s in your hooves,
all this is gonna--wait, have you been drinking?”

“I had a few shots of vodka, yes.” Octavia’s focus remained locked on the piano. “It’s not like I had a lot of alternatives. City hall turned off our water this morning, did you know that?”

“Yeah, I know. That's why I went out begging for coffee.” Vinyl’s voice was sour as she thought about it. This was a serious problem; the last of their savings had been spent on ordering Octavia’s replacement cello, and although Vinyl was expecting a check from their agent soon, it certainly wouldn’t be enough to pay the bill. “...Which is just horse apples. We’re only like a week overdue—gah. That isn’t the point.” She flashed Octavia a quick glare as she said, “You promised you weren’t gonna drink before noon anymore. If you keep this up you’re going to end up like your dad.”

“I will not. It takes effort to fail that utterly.” They were both silent for a moment before Octavia continued with a worried edge, “What are we going to do? I mean, seriously? We need water.”

“I dunno. Crash at Lyra and Bonnie’s? We could maybe borrow money from Turner to--”

“I am not. Borrowing money. From Time-Turner.” Each phrase was punctuated by a note that wasn't meant to be staccato.

Vinyl ground her teeth. “Come on. The minute,” she snarled, “the minute you realized who his parents were, you were trying to make him get back in contact with them!”

“That was two years ago!” Octavia snapped back. However, it was mostly to herself that she added, “I'm not that mare anymore.”

It was a back-and-forth argument, a cycle they had done many times before. Vinyl would argue that merely asking for help wasn't manipulation; Octavia would argue that Turner was too polite to ask for the money back, which in her mind blurred the line. Vinyl took a deep breath before deciding to skip it. “This is just what I wanted to talk to you about. You’re way too wound up, you’re upset, and you really need to do something fun. So I went and set you up on a date with—”

The wrong note made them both jump and cringe violently; Vinyl’s ears had gone flat like an angry cat’s as Octavia looked on the edge of a heart attack. She pulled her hooves away from the traitorous piano as though expecting it to bite. Then it was like she heard Vinyl’s casual declaration a second time, for she turned to her with an air of disbelief. “You what?” she demanded. Her practiced, Turner-coached Received Pronunciation had given way to her natural Baltimare accent. “Again?!”

“No, no, it's cool!” Vinyl held up her hooves defensively. “It's just Peter! I was chatting with him earlier, he seems like he’d be your type! So I went ahead and asked him to have dinner with ya. He said yes.”

“For the love of—you Nightmarish—I wish you would ask ME first! Aaggh!” Octavia slid off the seat and cantered away from her; for a second Vinyl thought she was going for the vodka again, but then the mare simply whirled and jabbed a hoof at her. “You always do this! You always just...go ahead and make plans for me!”

“Yeah, because if I didn’t, you’d never do anything!” Vinyl hopped off the seat as well and trotted to face Octavia. “Ever since the Gala you’ve been trying to go all ‘shut-in crazy composer’ on us! When was the last time you did something that, one, had nothing to do with finding new work, two, didn’t involve me or any of the others, and three, you decided to do of your own accord?” Octavia opened her mouth to reply, but stopped there. Her violet, slightly bloodshot eyes flickered down as her mind raced. At last she closed her mouth and Vinyl continued, “Exactly. So come on, have some fun tonight. You used to like going on dates, remember, and frankly Peter’s a pretty great guy. You could really do worse than him.”

“So why don’t you date him?” Octavia snapped, aggressive again.

“Well, for one, I get out and do stuff all the time. Also, he’s not my type at all. Also also, I'm not interested in finding lurve or whatever, and you kinda are.”

“...And?”

Vinyl pursed her lips. Octavia was good at realizing what hadn't been said, and now was no exception. She chewed on the sentence for a second before letting it out a bit at a time. “And I think he...might be...crazy.”

There it was, Octavia nodded. “You’re terrible,” she said as she sat down. “You're utterly terrible. Friends don't set friends up on dates with probably-crazy ponies.” A thought struck her. “And where exactly were you imagining this would take place? We don't have money!”

“No worries!” Vinyl put her hooves up in a pacifying gesture, before she walked forward until she was almost nose to nose with her roommate. “Soda Pop still owes me a solid, remember? I'll ask ‘er to let you guys eat free. And maybe-crazy, not probably. Come on, Tavi, just one date. And with a superhero! Even if it doesn't work out, or it goes fine but you two decide you're better as friends, you'll be able to say it for the rest of your life. ‘I dated a superhero.’”

Octavia’s shoulders rolled back as she blew out a slow breath. Looking away, towards the piano again, she chewed her lip in silent contemplation. It was true, she did enjoy dating, and it had been a while since she had done anything unrelated to music that she enjoyed. Maybe it would loosen up the pipes. “Alright,” she said. “Fine. One date. The next time you do this, you have to ask me first.”

“Pshaw. ‘Next time.’” Vinyl stood, trotting past Octavia and affectionately nudging her on the way past. “How do you know there’s gonna be a next time, Tavi? For all you know, he’s the one!”

Octavia cackled. Straight-up cackled.

“I’m being stupid. It’s not like I’ve never dated before.”

The wrought-iron frame of the carriage creaked above him.

“It’s not even like I’ve never been set up on a date before!” Peter cried, dropping his borrowed wrench. Spider-sense twinged and he turned his head, allowing it to land in the shaded grass next to him. “That’s how I met Mary-Jane, and that turned out great! I still don’t know if she got that jackpot line from somewhere…”

This time the broken carriage he was lying under had no reply. He puffed out a cheek absentmindedly as he considered the structure. The axle he had smashed in half—both sides of which now propped up the back of the cart—could be replaced pretty easily, as could the corner that had been grinding along the ground as a result. The braking system above him, however, was so old and damaged that he was amazed that it had worked as long as it had. It wouldn’t be enough to replace the wheel clamps; Filthy Rich would have to order replacements for the entire system. Better yet, Peter could design a more efficient version for him, although custom parts would probably be more expensive.

He was only half-focused on this, however. The other half of his brain was focused on the arrangement he had uncertainly agreed to that morning. And that half of his brain was apparently the one that controlled his mouth.

“And I mean, yeah, I tried to get out of that,” he said as he stared up at the bent, broken metal, front legs tucked up to his chest. “But once I met MJ, I was totally swept off my feet! I’ve got a pretty great track record where first dates are concerned, actually! Gwen didn’t blow up in my face until later, MJ was fantastic...so what’s up, Parker?”

A bit of dirt dropped off the bottom of the cart and fell into his eye. He hissed in pain, closing and rubbing at it, as he grabbed at the wrench with his other hoof. Returning to his work, he kept his eye squeezed tightly shut and pondered silently.

“Maybe that’s the problem,” he said eventually. “Mary-Jane was totally in charge for that date. ‘Hey, let’s dance, Petey!’ ‘Hey, the news says that Rhino guy is tearing up Manhattan, let’s go watch!’ ‘Oh, you have to go disappear and take photos? Tell him to say cheese!’ ‘Oh, you totally missed it, Spider-Man showed up. What a coincidence. And no, I’m not freaked out by all t-the people that that fight killed or-or injured. A-are you?’” He bit both lips as he loosened a bolt and pulled the broken brakes a little further away from the carriage bottom. “...You liar, MJ. You’re worse than me. But—but Octavia’s not MJ. Like, whoever she turns out to be when she turns the charm on, she’s not gonna be MJ.” Another bolt dropped out onto the grass. Peter squirmed closer to the next one. “...And I mean...I don’t think I want her to be?”

That. That was the problem, he realized. Peter slowly lowered the wrench as the image of the redhead danced out of his memories. They had broken up months ago, in the worst circumstances imaginable, but he still only had to think of the first night they danced--well, she danced, guiding his feet and laughing good-naturedly at every mistake--to turn into a swooning, lovestruck mess again. Her smile lit up her green eyes, but that beaming face couldn’t seem to separate itself in his mind’s eye from the sobbing girl who had held him in her shaking arms only a week ago, feeling his heart slow and stop. It beat fast now as he thought for long, difficult moments about the party girl, the girl who had known all along, and who had confided so much in him in return.

“Why would I want to replace Mary-Jane?” he whispered to the creaking carriage. The hair of his forelegs stood on end as grass crunched a few feet away. “She was wonderful.” His voice was weak as he repeated, “Dammit, she was wonderful.”

“Who are you talking to?”

Peter’s jaw snapped shut in embarrassment. “Myself,” he said. “It’s a guaranteed source of intelligent conversation. Plus it keeps my jaw in shape in case I find myself in a gum-chewing conte—JESU—!”

His hooves stuck to the carriage frame; in one motion he shot out from under it headfirst like from a slingshot; one hoof latched onto the wall of the carriage and his path curved upward as he swung over its side and onto the roof. All this took less than a fourth of a second; then he was standing on the roof with his legs tensed and peering down at the mint-green pony below, whose golden eyes had snapped up at the blindingly fast maneuver and stared in awe—

And his stance relaxed. “Oh,” he said, “hey Lyra.”

Her lips were pursed stupidly as she tried to process what she had just barely seen. Eventually they curled into an awestruck grin as she said, “That was awesome!”

But Peter was mortified, and he looked away as he lightly stepped off the roof and landed on the grass beside her. At least this one hadn’t been violent, but it was the second time that day that something sudden or unexpected had rocketed him into fight-or-flight mode. He stared down at his shuffling hooves as Lyra rambled about something. If his sensory perception was a little slower, he didn’t want to consider what might have happened before he had realized who he was threatening. The thought sent shivers through him...oh, Lyra had stopped talking. Peter hastily turned back in and looked up at her. “Crap, sorry, what? What was all that?”

Lyra blinked as she realized he hadn’t been listening. She gaped at him for a second, offended, before beginning with a sharp edge, “I saaaiiid it’s really cool how good you are with your powers. And I was asking how you got them. Again.”

“I thought we agreed not to talk about that in public.”

Lyra’s entire face furrowed. She gave a wild gesture to the carriage with both forehooves, as though yelling about his stunt immediately prior. Her face cleared as she added, in a far less aggressive tone, “And anyway, nopony’s around. We’re probably fifty meters away from the closest one. We could yell at each other that you’re the Spider and nopony would hear a thing.”

That was true, Peter realized as he looked around. He had left the cart where he had set it when saving Filthy Rich and co., and by and large the citizens of Ponyville were on the other side of the creek, in the town proper. “...Alright. Fine. What do you wanna know?”

“Like, anything!” She followed him back to the carriage and craned her neck as he crawled back under it and rolled onto his back. “Cuz all that stuff you said the other day made no sense. What do banners have to do with spider powers? Are they even actually spider powers, or are they something else entirely? I mean, I think that’s silly, because why would you name yourself after spiders if you didn’t get powers from spiders—”

“One spider, actually.”

“Okay, there we go! Yes! That’s the sort of stuff I wanted to know!” Lyra grinned down at Peter’s hind legs—all that poked out from under the cart—as he chewed his lip beneath. “...I kinda wanna know more, though…”

Peter sighed, letting his head fall onto the grass beneath it. He set down the wrench again and rolled back onto his chest, crawling back out into the open. As he stood up and Lyra dashed around the carriage to meet him, he stared at the sky and collected his thoughts with one eye closed. “A few years ago,” he began tentatively, “I went to this science exhibition near my high school. There was this demonstration in recent advances in, um, do you know what genetic engineering is?” When Lyra shook her head brightly, he huffed. “Right. Well, basically, sticking the traits of one plant or animal into another. The professor explained that they were using radiation to speed up its effects, control it ‘right there in the laboratory.’ So, as part of their demonstration, they’d made a really...really...special spider. It escaped. It bit me.”

He had stopped walking at the back of the carriage. His lips pursed as Lyra (who had kept trotting for several seconds before realizing) thought about his speech, eyes darting back and forth as if reading. At last she said, “You were bitten by a mutant spider?”

“Don’t use mutant like that!” Peter snapped suddenly, stomping a hoof that could crack a boulder in half. Lyra recoiled, eyes wide and surprised, as he continued, “They’ve reclaimed that word, you can’t throw it around willy-nilly! Use mutate, or mutated! Yes, I was bitten by a mutated spider. Mutated, irradiated, blah-de-blah, and the next day I woke up...like this. Well, not like this. Some of the changes were a little slower. Spider-sense was basically a no-show for about a week, it was a few months before I stopped needing glasses, that sort of thing, but the main parts were there. I’d changed.” He shrugged. “Look, I really need to get back to work. You can stick around if you want, but I’m gonna be a bit useless if you have questions.”

“Okay.” Lyra followed him a few more steps before he slid under the carriage once again, this time moving on his back like the world’s strangest crab. “…I do have questions, though. What’s radiation? And—and what do you mean, they’ve reclaimed the word ‘mutant’? Who’s they?”

“Oh, right, you guys don’t have—“

“And what’s spider-sense? I’ve never heard of that. Is it something to do with all their extra eyes? Or are you telling me spiders have ESP? Ooh, I hope they don’t, I’ve said a lot of weird stuff when cleaning under the couch. And, oh no, that’d mean they’d have known what Bonnie was up to when she got her hairspray and a match!”

“Even weirder than norma—Wait, what?!”

“Wait, did you say that the spider bite fixed your eyesight? How’d it do that? I thought spiders had terrible eyesigh—oh, somepony’s coming. Oh, Celestia, it’s Filthy Rich.”

Indeed it was. The groomed, suited pony made his leisurely way towards them from the bridge as Peter craned his neck for a good look from where he was. Quickly he slid back into the open and flipped onto his hooves. “Thanks for the warning, Lyra. We're gonna have to break this off here, though, so—”

“Wha—again?!”

He froze, looking at her and swallowing. The first few weeks of knowing Harry and Gwen had gone much the same way, a vicious cycle of ignoring and resent that he himself had set off through carelessness. He had resolved to never be caught in one of those cycles again, and now look at him. He chewed his tongue. “I'm not trying to blow you off here, Lyra, I promise. This timing just sucks. Look, how about you stop by tomorrow morning? Or noon or something, and we'll finish talking each other's ears off.”

“Why not tonight?” Lyra replied.

“Ah—not really an option. Vinyl set me up tonight for dinner with Octavia.” Now that he said it aloud, it felt like a betrayal, but he pushed it aside: MJ was gone. All he’d ever see of her again was memory, and thoughts of what might have been. He’d just have to live with one more regret.

Lyra’s brow jumped as she registered his words. “Really?!” she said. “Vinyl decided you—hmmm. I mean, maybe I could see it. In that case,” her jaw had switched to autopilot, “she’s probably gonna invite you to her place for the night, so you’ll probably be in a good mood tomorrow morning, but you’re probably gonna be tired and hungover too. Or it’ll go really badly and you’ll be grumpy, it could go either way with her. Maybe we should wait till afternoon.” The tone of her last sentence suggested a growing impatience.

Peter started to say something, stopped to stare at her bemusedly, and started again, but he was interrupted before he had finished the first word. “Well, I’m glad to see you got to work so quickly,” said Rich as he came to a stop in front of Peter. “Kind of pointless by now, I think, considering how badly it was damaged.”

“Ahm. Not necessarily, sir.” A suddenly-skittish Peter almost refused to meet his eyes as he spoke, glancing back at the carriage and his hooves. “Some of the paneling on the back needs replacing, and so do the axle and braking system, but it isn't totaled. Structurally speaking, I mean, it's still intact. Sir.”

“You think so?” said Rich, examining the cart again as Lyra stepped away grumpily. “...I think I see what you mean. The chassis is still functional then?”

“Completely!” Peter took a step towards the carriage, flashing Rich a smile. “Haha, that pony in the stupid tablecloth wasn’t a total disaster. I’m surprised.”

Rich blinked at him. His forehead wrinkled into a frown as he said firmly, “Have some respect, young colt. The Spider saved my life, and my family’s. If it weren’t for him you wouldn’t be getting paid to fix my cart.”

“I—right. I’m sorry.” Peter flashed him an apologetic look; by chance his eyes landed on Lyra, who had stood straight at his comment and whose face was a mask of utter bewilderment. He smirked at her, grinned for half a second, but then his face came down and he said, “Lyra, I really am sorry. Tomorrow. Morning, I promise. I’ll meet you for—for breakfast or something.” When she slowly, glumly nodded, he added, “Please don’t be mad.”

“I’m not,” she said, but her face disagreed. “I’m just gonna go to the library. See ya, Peter.” She turned with a dramatic sharpness and began trudging dejectedly towards the bridge. Her exaggerated movements made it clear that she assumed he was watching her go—an accurate assumption—and was hamming it up.

“She’s mad,” Peter decided aloud, a wince creeping up his face.

“Indeed she is,” Rich agreed as he, too, stared after her as she crossed the bridge. “I don’t know what I walked in on, but you likely could have handled it better.”

Peter’s head turned towards him so fast it should’ve been accompanied by the sound of a whip crack. “Me?!” he snapped, “Oh, sure, and you were a totally neutral influen—”

And here he clamped down on his voice, his face morphing from indignance to horror as he realized he was snapping at his employer.

God damn it, Jameson; Peter had gotten so used to his outrage being shouted over that he had gone to protest angrily before realizing that there were no insults to bury his voice beneath. Rich’s eyebrows had slowly risen as he turned to look at a cringing Peter. He stared for a second before saying, “I what?”

The question hung in the air for several seconds before Peter said, in a pinched and still slightly ruffled voice, “You showed up in the middle of a private conversation. I was talking to her about personal stuff.”

“Well, I apologise for my intrusion. I realize I was partially at fault for her frustration.” Rich considered the Earth pony who was now staring at one of the cart’s intact wheels in chagrin. “You’ve got something of a temper in you, though, young colt. You’d best learn to control that before it comes around to bite you. Now show me what I need to order replacements for.”

“I thought I already had learned,” Peter murmured, half to himself. He ran a hoof through his mane with a steadying sigh. “...Alright, come on. It’s mostly on the other side.”

Vinyl had said that she’d ask Soda Pop to return a favor. That meant the Hay Barn, little more than a glorified fast-food restaurant, and hardly a place to make a good impression. It was with cross contempt, therefore, that Octavia shuffled through the hangers of her overstuffed closet searching for something slightly but not much nicer than her bow tie. More eye-catching, at least. Peter had spent roughly ten minutes around her in all, during which time she had, on reflection, done very little to stand out as somepony worth knowing.

This wasn’t entirely a problem, as it meant she could start nearly from a blank slate. There were parts of herself that she’d rather not show a suitor, that she had gradually revealed to her friends and now were acknowledged aspects of those bonds, that Peter may have noticed, but that she was fairly confident had been too subtle to really matter. She had drawn herself up several minutes ago, burying those parts and recalling the pony she presented to acquaintances. Prim, proper, confident and charismatic. There was a line of a song she liked to recite to herself, an affirmation: I’m the type of pony everypony should know. She murmured it under her breath as she flicked through dresses and coats.

At last she gingerly reached into the closet and brought out a charcoal-colored pea coat, draping it over her shoulders noncommittally. The satin lining slid across her fur and drew a pleasant shudder down her back as she pushed hangers aside in search of alternatives. None leapt out at her, but a supplement did, and she slid a dark pink scarf off the rod and pulled it across the back of her neck.

“Vinyl?” she called as she stepped out of her room, her Trottingham accent impeccable and melodious. When the unicorn poked her head into the hallway and peered at her over the top of her sunglasses, she added, “Could you come button me up, please?”

Vinyl slipped out of her own bedroom and into the hallway, coming close to the Earth mare as her horn glowed with the buttons of the pea coat. When Octavia stood with perfect posture as she did now, the height she had on Vinyl became blatantly obvious; they stood so close now that grey towered over white while Vinyl declined to meet her gaze. As the third button down slipped into its buttonhole she leaned a bit closer to Octavia and sniffed. “…I like your perfume.”

“Thank you,” Octavia replied with a stilted smile as she glanced down at the unicorn’s progress. “I don’t often wear this one, but my usual choice is almost out. You probably recognize it. Leave—leave the top two as they are.” She sat down as Vinyl stepped back, and began winding her scarf loosely around her neck.

“Kinda warm for that, isn’t it?” Vinyl pointed out with a cock of the head.

“Maybe,” said Octavia, not looking up. “It won’t be later tonight, though. I hardly think the Hay Barn is going to be the extent of our date, and I’m in something of a night-owl mood. Best be ready for the night chill.” She tucked the ends into her coat as a hum was given in reply. “Listen, Vinyl, thank you for this.”

Vinyl mirrored Octavia as she got to her hooves, a smirk darting up the unicorn’s cheek. “Ahh, warmed up to it, have ya? Did I mention that he stuck around to help Derpy and Turner with the cleanup after—“

“No, just—getting me out of the house, I mean.” She gave her a smile as she said, “I know you worry. I know I tend to shut myself away when I’m upset. A-and after the Gala...you know how much it hurts to go so long without work. It’s...it’s...aaaaggh.”

“Aaaaggh,” Vinyl agreed.

Octavia began to nod, but rather than finish the motion she looked down at herself again. “I think, heh, I think I forgot how much I enjoy having plans. Dressing myself up and being elegant. I missed this.”

“Feeling like yourself?”

“Hah. No, more like...the me I want to be. So…thank you for caring, I’m trying to say. I’d still like you to ask first, but I can’t thank you enough for making the effort for me.”

“That’s the closest to being sappy I’ve seen you get in a while,” Vinyl grinned. “Don’t mention it, Tavi. Just have a good time tonight. And if he’s not the one, don’t, like, actively push ‘im away, okay? I don’t want hanging out with him to be awkward from now on.”

“I’ll try.” The mares exchanged smiles for a minute before Octavia stepped away and down the stairs. “And if things do go well,” she called behind her, “we’ll try not to make too much noise when I bring him back.”

Peter had gone back to Derpy and Turner’s to ask the latter for a shirt to borrow; he wasn’t sure precisely how he had gone from that to standing in the master bathroom, staring down at the straight razor in his hoof with shaving cream smeared across his cheeks. Turner had said something about him getting ‘fuzzy’. That made no sense—he had fur—but the more he thought about it, the more he realized that he had seen a few stallions with mustaches or beards in passing. He looked up at his squinting reflection in the mirror, rubbed a hoof against the grain of his cheek. Okay, yeah, he could feel the stiff traces of the patchy stubble he had begun to develop in his last few months. He took a step closer to the mirror, leaned over the counter and on his left foreleg, and turned his face until his cheek was parallel to the glass.

The razor had a comb-like guard connected to the blade, presumably so its user wouldn’t take off more hair than they meant to. It also made it very difficult to cut oneself, which didn’t stop spider-sense from rising in the back of Peter’s mind like creaking steel as he raised it to his face. His hoof moved away from his cheek, surprised; he stared at the blade with one narrowed eye and gritted teeth.

He had done this before, dammit. Not very often, mind you—he had only started needing to shave a little under six months ago, and even then only once a week or so—but enough to be more or less used to it, and enough to expect spider-sense to know better. It certainly had before. If the fact that this was a straight razor and not a safety one was the only difference, it was a stupid one, for the way stick’em powers worked meant that it didn’t move an inch in his hoof. Spider-sense, of course, didn't care. Good lord, what had dying done to it?

He concentrated. His hoof steadied until still. Spider-sense whined again as he brought the razor to his cheek again, the steady, on-guard tingling that forced him to feel the edge of the blade half a millimeter from his skin, and he considered abandoning the task. The stubble was barely noticeable. He could put off shaving for probably a couple of days, maybe even a week. But that was a slippery slope—he could give himself a week and take two, or three. And it wasn’t just for the sake of tidiness that that thought made him wince. The idea of something so routine, so utterly mundane as needing to shave every few days gave him a focus and allowed him to shut down the uglier sides of his life for a while. As he forced himself through spider-sense and swept the razor across his cheek, held just barely above it by the guard, he felt, ironically, a little more human.

It was a few minutes later that he stepped out of the master bathroom, his face wet and in a few patches almost bald, and a starched shirt fell off the outside doorknob. It was two sizes too big, but he pulled it on anyway and rolled the sleeves up as he left the room and skipped down the stairs.

Turner sat at his counter, but he was fidgeting instead of really working on anything, and when he heard Peter’s hoofsteps he turned around awkwardly. An amused smile lit up his face at the sight of the shirt, much too long for Peter, but he quelled it and said, “Listen, are you sure you want to have dinner with her?”

“What, you think I can back out at this point?” Peter asked, with a quirked brow and a smirk. “Why? Lyra mentioned it could be a disaster; am I about to romance a serial heartbreaker?” This last question was accompanied by a half-laugh.

Turner slowly squeezed his eyes closed; under his breath he murmured, “Celestia’s sake, Lyra.” He opened his eyes again and said, “Not exactly. Her relationships usually end fairly well. But Octavia can be...temperamental’s the wrong word. She’s far more sensitive than she likes to pretend. Especially at the moment. I don’t mean erratically so, it’s just...I’m not quite sure where she is emotionally right now. Or where you are, for that matter.”

“You and me both, my dude.” Peter had begun to walk around the counter, but he stopped to face Turner once he was in the room proper. “And, y’know, that’s kinda the point. Vinyl said that she set us up at some restaurant called the Hay Burger? I don’t know what that is, but it’s sure not fancy. I could do with a casual hangout and some junk food.” He shrugged—a calm, strangely contented motion—as he turned away.

“She’s one of my best friends, Peter.” He didn’t turn back around proper when Turner spoke, but he turned his head to indicate he was listening. “If you bugger this up, I’m going to take her side, you should know that.” Turner’s face had been dead serious for this statement, but now he tilted his head, his brow rising as his lips formed a wince. “...So...don’t bugger it up, alright? I’ve rather taken a liking to you.” Peter’s heart skipped a beat at the last sentence. He gave Turner a genuine, but suddenly nervous, smile before stepping out the door.

Two ponies, one genuine and one something else beneath the skin, made their way towards a date in a cheap restaurant on the south edge of town. Neither had had any part in the organizing of this meeting, but both had managed to put a positive spin on it in their own minds. There was much that this meeting was going to reveal—a few ugly edges that neither of them had known of—but let's wait a bit before we get to it. Let's pursue instead the mint-green unicorn in the library nearby, whose golden eyes darted back and forth across the page of her book with gradually increasing irritation and stupor.

Spiders, spiders, spiders. The book’s introduction had told her that there were thousands of species, which while fascinating turned her research into a slog. She had gone right to the index with one possibly-discernable scrap of Peter’s earlier lecture in her ear, but no. Parasteatoda tepidariorum wasn’t any species of spider in the book. And the entries that were there were were obscured in the unreadable academese of a bored scholar with a thesaurus and hatred of clarity. It had been hard enough in school, when the reading had been on musical theory; if she had had to slog through stuff like this without the help of a natural gift, she likely would’ve dropped out of school.

A groan stretched through the other side of the library. Lyra’s head shot up and she stared at Princess Twilight Sparkle warily, worried that she had done something to upset her, but the princess wasn’t even looking her way. She was slamming a book shut, and Lyra silently agreed. She watched the alicorn heave the book across the room—it hit Spike’s feather duster—before pulling another book from her small pile of volumes, wedged between Princess Twilight’s much larger piles, and tuning out the discussion opposite her.

Genetic engineering, Peter had said. Lyra didn’t think she had ever heard those two words in relation before, and when she had gone looking for a book on it the library had been useless. But genetic had the same root as genealogy, which suggested it referred to family or something, but you couldn’t engineer a family tree, could you? She had set the question aside for now, and instead pored through a book about transmutation in alchemy. If this mutated spider bite had transformed an ordinary pony into whatever Peter was now, transmutation seemed like a good place to start.

But her ears seemed to perk up of their own accord as she read and Princess Twilight said something out loud. She looked up to see her reading from a letter, held aloft in her magenta glow. “‘...But if you look carefully,’” she read, “‘you may find a book that could prove helpful to your research, hidden somewhere in what’s left of the castle library. I must ask you to stay away from Luna’s and my personal diaries, but all other books there are open to your use. Celestia.’” The letter lowered, and the princess looked at her dragon excitedly. “...Spike, pack a bag! This is perfect!” She whirled towards the desk as she cried, “It never occurred to me that the Castle of the Two Sisters would retain its library over the years! If even one book in there is still intact, imagine how much we could learn from it!”

“Wait, go to the old castle now?” Spike sounded distinctly uneasy. “It’s almost evening, Twilight! By the time we get there, it’ll be almost nighttime!”

“Then we’ll have to be ready to stay the night there,” Twilight said with undeserved confidence. As she gathered together two notebooks and a collection of inkwells, she explained, “Sleeping in the castle for the night is safer than going back through the Everfree Forest when it’s dark. We’re gonna need two sleeping bags, blankets—”

“WHOA whoa whoawhoawaitwhoawait wait!” The words tripped over themselves and each other as they poured from Lyra’s mouth and she dashed into the center of the room, still leaning toward the princess even as she stopped and stood still. Twilight, only just remembering she was there, turned towards her and Lyra immediately regretted speaking up so rudely. She collected herself, straightened her posture. “I-I mean, excuse me, Princess, um, Your Majesty. Uh, did you say you’re going to the old castle? In the Everfree Forest?”

“Um,” said Twilight uncertainly, leaning away with confusion, “yes.”

The Everfree. The Castle of the Two Sisters. A few ridiculous, entire-paragraph sentences flashed through Lyra’s mind, all she really retained from the spider book. Star spiders. A species of spider that had only shown up in one place, that castle, and only after the banishment of Nightmare Moon. Special spiders. Mutated spiders.

“Well, anyway,” said the Princess, gradually leaning towards Spike. “Remember to pack your toothbrush. And some snacks and clean water. I’ll pack the notebooks—”

But Lyra interrupted again. “Can I come?”

Author's Note

You know, I'm really not that satisfied with this chapter. I just figured I didn't know how to improve it more than I have, and it's well past time to post the goddamn chapter. Ehh. Tell me what you think.

Prologue

They ate in silence, a rather unusual occurrence for the sisters. Usually, what served as Luna's breakfast and Celestia's dinner was filled with conversation. They would discuss events of the day, or occasionally make plans for outings together. Princess Celestia had, in the past year, taken up a habit of consulting Luna on most larger decisions given to her, probably to include her more and make her feel appreciated. She had learned from the mistakes of a millennium ago.

Today, Luna had been ready to share a remarkable dream with her sister. Although she herself walked in the fantasies and fears of their little ponies, her own dreams were left to themselves, and tonight she had dreamed of death and destruction, of epic battles and fearsome villains and countless lives lost. But even more so, she had dreamed of lives saved, so many that they blurred together in a way that the deaths refused to. She had dreamed of love and loss and heartbreak and rage, and occasionally, moments of pure joy. It was a magnificent dream, and at the same time a terrible nightmare. And it had ended with a voice calling for help.

She would have shared all of this, but Celestia was occupied.

Volumes of paper cluttered the Princess of the Sun's side of the table, some new, some ancient, most somewhere in between. Celestia poured through these papers obsessively, making notes on blank paper with a quill that hung suspended in her magic's grip. A talisman was clearly visible on the topmost page, and Celestia sat adding to the spell with a fervor that Luna hadn't seen in months. After a while, though, the scratching of her quill slowed, then, after a moment of biting her tongue, stopped. She set the quill down, and the soft gold foglike aura around it dissipated.

Luna cleared her throat. "I had an interesting dream today, sister. There was a spider—"

Celestia looked up at her sister, staring at her with an age she rarely let surface. "Luna, may I ask you a hypothetical question?"

Luna opened her mouth silently for a second, puzzled, before answering. "I see no reason why not."

As the pages around her side of the table began to magically sort and straighten, Celestia rested her hooves on the edge of the table. "If there was a pony—a stallion—who had lost nearly everything he loved. Who had spent the last few years fighting for the lives of others, and had won most of those fights, but lost more than either of us would care to think about. If this stallion had seen so much death, and deliberately shouldered the guilt of all of it, that he saw his own life as nothing of consequence and his ambitions as pointless, but had saved so many ponies. If this stallion, maybe, was about to die young—far younger than anyone deserved—and you had the opportunity to give him a completely new chance, leaving everything behind–the monsters he fought, but also his family—would you do it?"

There was a long, confused silence at this. Finally, to lighten the mood, Luna asked, "Would this hypothetical stallion be handsome?"

Celestia snorted, then considered. "Not especially. If he bothered to take care of himself, possibly."

Luna chewed on a croissant, pondering. "Would he be happy?"

"If I knew that," Celestia said matter-of-factly, "there would be no question. Even if he would, he'd have to work very hard to achieve it. He would live in a world that didn't need ponies like him."

"Not this world, then," her sister replied, "because this world and its inhabitants will always need ponies like him. And he would need them. Nopony is so damaged that they cannot be given happiness through friendship, and to not try to give him a satisfying life would be a greater act of cruelty than even the most satisfying death."

Celestia and Luna stared at each other for a while, before the former smiled. "Thank you, Luna," she said, rising from her seat. "That was precisely what I needed to hear. I know now that I am about to do the right thing."

Taking the papers with her, Celestia set off, not for her bedchambers above, but for the stairs to the garden. Luna quickly stuffed a whole English muffin into her mouth before standing and practically galloping to her side. Celestia gave her a look, but said nothing, glad of the company and privately quite excited to show Luna what she had been asked to do.

"Would this hypothetical stallion happen to have a name?"

"Yes," Celestia said without breaking stride. "It's Peter. But that's not what he's most commonly known as."

By the time they reached the balcony just above the garden, Celestia had quickened to a fast trot, urgency in her eyes. The instant the door was closed behind them, she set the spell flat on the ground, and, examining it, began making a few deep marks in the stone beneath them. Runes quickly took shape on the floor, as did the beginning of what promised to be an extremely complicated talisman. Celestia, who had paused earlier to grab her phoenix and several magical objects, levitated an hourglass in front of her, and, shattering it in her magical grip, drew several letters, numbers, and symbols with the sand inside the rapidly-forming circle.

At last, she stepped back and examined her work, nodding once in satisfaction. Luna cleared her throat behind her. "Sister," Luna started.

"Ssh." Celestia closed her eyes, her horn glowing with the intensity of fire. "I need to concentrate."

Each line of the spell circle began glowing, various subsections of the design humming as a resonance was created between them and...something. The air warped palpably, and a noise, like a key dragged down a piano string, sent Luna's ears twitching. If Celestia needed to concentrate, Luna would let her, but she was growing increasingly bewildered and concerned. Whatever this was, it was more power than either of them had used in centuries, and written talismans this complicated were needed for more focus than could be contained inside a brain.

Quite suddenly, a shape formed in the air above the spell circle, at first appearing to be made of Celestia's magic, then stabilizing into a translucent solid appearance. It was evidently an animal, lying on its back, but Luna had never seen a creature like this before. Bipedal, tailless, with a pair of thin but dexterous-looking arms terminating in five-fingered hands. All but hairless and a soft beige, except for a mane of short brown hair covering its (his) entire cranium. This one was covered from the neck down in a skintight, tattered red and blue suit with a symbol clearly meant to resemble a spider on the chest.

This one was also dying.

Through holes in the costume Luna could clearly see enormous wounds and burns, and in fact there was a point on the left side of his abdomen where something appeared to have punched all the way through. A stringy compound of some kind had been applied as a crude bandage, but judging by the way it was soaked through and dripping blood, this being should have been dead an hour ago.

"It's okay," said his breathless, trembling voice, right hand stretched up and grasping something neither of the princesses could see. "I did it."

His eyes were having difficulty staying open. Celestia, eyes focused but desperate, called out, seemingly to nothing, "Is this him? Is this the right one?"

"How should I know?" Luna retorted, but then stopped short as Celestia was answered in the positive—not in words, but both of them, without question, felt an external presence and the sensation of a hurried, ardent YES in their minds. Celestia nodded once, then focused on the dying human, her horn and eyes shining like her sun.

"Don't you see...it's okay," the human said, voice hitching. "I-I did it." For a moment, several of his bodily systems—cardiovascular, digestive, skeletal, muscular, nervous—shone gold, one at a time, as Celestia committed each of them to magical memory. Then, for another moment, he was unable to breathe.

"I didn't save him," he whispered to something, and tears were forming in his eyes. "U-Uncle Ben. I didn't save him, no matter what else I did." A barely perceptible sob racked his chest, the first visible breath in nearly ten seconds. "B-But I saved you." A smile formed on his face, even as tears started flowing freely. "I did it." His eyes were no longer willing to stay open, and gradually his frame went completely limp. "I...did..."

The hand dropped, the sound of it hitting the ground barely audible but seeming to echo all the same. Luna took a shaking step backwards, eyes wide and wet, but Celestia narrowed her eyes to slits, horn like a supernova and every muscle in her body so tense she trembled.

"Celestia!"

"Shut up!" Luna would have taken offence to the reply, if the human's image had not started glowing gold.

Magic began wafting away from the image like so much smoke, and on Celestia's cue, her phoenix Philomena fluttered off of her back, hovered over the human's image, and, despite the image having been apparently not real, alighted on its chest. Philomena inhaled deeply, head craned backwards, wings unfurled, and chest beginning to glow like a coal. In response, the glow of the human's heart pulsed brightly once, his skeleton momentarily in shadow and the wisps of energy shimmering and growing larger, brighter.

Luna had already caught on, the question of earlier echoing in her head as her brow rose. "No. Surely you do not intend to—"

All at once, Philomena burst into magical, omnidirectional flame, and the human, too, seemed to explode.

Luna threw a hoof up, shielding her eyes even as they slammed shut, but Celestia, who was invulnerable to both heat and light anyway, barely noticed the blinding light barely a meter in front of her eyes. After a moment, Luna lowered a hoof slightly, peeking with difficulty at the spectacle before her, and saw the human figure, completely whited out by the sheer amount of yellow-gold energy it violently radiated, writhing and trembling in sharp, horrifying movements—and as it did so, very visibly changing shape.

A snout. A tail. Legs and arms rearranging severely, shifting into new positions. The lengthening and shrinking of bones, an obvious change in size, fingers and toes merging. Muscle forming, fitting the new frame. Luna's eye widened painfully as she watched this change, and then the light went out, and a beige Earth pony lay unconscious in the fried spell circle before them.

Celestia hadn't been kidding when she had said this Peter was young; by Luna's reckoning, the stallion couldn't have been older than eighteen. Curled around the newly-formed phoenix egg as he was, Luna couldn't see his chest or stomach, but what she could see of his forelegs, face, and side had a few ugly-looking scars dotting them, almost concealable by fur. His flank sported an Erlenmeyer flask, half-full of a (probably fictitious) dark blue potion, imposed in front of a brass gear. After a moment of absolutely nothing happening, a gently glowing gold vapor slowly blew from his nose and mouth, accompanied by the almost-inaudible sound of exhalation. Celestia's ears twitched at the sound, and when it happened again—same sound of breathing, same breath of magic—it was like all the tension in her body suddenly relaxed.

"He's alive," she called, seemingly to nothing. "He's alive. Cassandra, we did it."

A pause.

"Cassandra?"

Luna cleared her throat. "Who exactly are you talking to?"

Celestia glanced at her sister, then closed her eyes and concentrated hard for a moment, searching for the presence she had allowed in her mind for the past several hours. After a moment, she opened them again, looking and feeling slightly annoyed. "Apparently, no one." She turned back to the unconscious stallion when, with a soft groan and a scraping of hooves, he began to stir.

His left forehoof moved first, finding the ground beneath it and gently pushing. Then his right shifted slightly, the beginning of the same motion, as Peter blinked his eyes open. Shutting them again quickly, he rather easily pushed himself to an odd crouching position, then cracked his eyes open again. Immediately, they crossed and the brow furrowed, focusing on the muzzle occupying the bottom of his vision. Slowly, a hoof reached up to feel it...then just as slowly, the hoof pulled back and he stared at it, eyes widening. Immediately, he brought his other hoof up, staring at it as well as he rose into something resembling a bipedal stance. In the process, it should be noted, he completely ignored the limitations offered by a pony's flexibility and distribution of weight.

Celestia took a slow step forward, but it was more than enough to get Peter's attention. His vision snapped from his increasingly-trembling new hooves to the white alicorn before him so fast that she leaned back slightly, letting her right front hoof return to where it had been.

There was a long, loud silence.

"Do you need a moment, Peter?"

Peter's eyes had already been as wide as they could comfortably go—which had given the sisters the opportunity to realize that his irises and pupils were perfect circles, as opposed to the ellipsoids that formed those of most ponies, and not nearly as shiny as one would normally see. Seeing a horned, winged horse form a coherent, English sentence had sent them even wider, and he took a step back, still bipedal, and bumped into the balcony's railing. He looked behind him to see what his legs had collided with, then craned his neck after a moment to see what was below it. With a quick, cautious look at the alicorns, he placed a hoof on the rail and effortlessly vaulted his entire body over it backwards.

"Ah!" Luna sprinted to the edge, looking down; and whatever she had expected to see, it was not the recently-made stallion sprinting into the gardens a hundred feet below. First he ran on his hind legs, then overbalanced and fell forward. From there, he half-sprinted, half-stumbled until he found cover under the trees and bushes of the gardens, and Luna could no longer see him.

Luna looked straight down for a second considering the height and wondering how Peter had survived the fall, then looked to her right as Celestia met her at the edge. "...Should we send the guards after him?"

"The guards? Mother, no; he'd hospitalize them so quickly. And I don't want him to be more frightened than he already is." Celestia looked up at the sun, low on the horizon. "I still have half an hour before I have to lower the sun. I'll find him and give him an explanation."

"Excellent," said Luna drily. "And when you're finished with his, I would appreciate a more thorough one as well. You've yet to elaborate on your intentions."

"I know. I'll explain everything once I've brought him back. For now, go prepare to raise the moon." Before Luna could begin to do so, Celestia easily jumped off the balcony, wings unfurling, and began a slow glide down to the ground.

"There isn't much to prepare!" Luna called after her. "I'll just sit on my balcony, horn alight, doing nothing for half an hour, shall I?"

It had only taken a few minutes to figure out how to walk on four legs. Peter had, in the last three years, obtained plenty of experience moving on all fours, and while most of that experience had also involved vertical surfaces, it wasn't hard to apply the same basic step combination in order to comfortably walk in this new body.

New body.

He was more than a little embarrassed that it had taken nearly a full minute to put that together, but it wasn't one of those conclusions a normal brain would want to come to. Even as he silently skittered from cover to cover, from shrub to tree to flowerbed, he felt the beginning of an anxiety attack clawing at his mind and threatening to compromise all reason. He froze for a second, clinging to the underside of a tree branch as though glued there, to get his thoughts in order. He had, less than ten minutes ago, woken up on a castle balcony overlooking a massive garden, right in front of two creatures that bothered his spider-sense with mere proximity. He had found himself in a body that he hadn't recognized, one that from his viewpoint appeared to be that of a small horse. And yet, he found, he had retained the abilities that he had acquired three years ago, the ones that he had come to identify as irrevocably him. Also retained were his scars—souvenirs from skirmishes that had been too close for comfort. There were the Lizard's claws on his chest, there was the shrapnel of the pumpkin bombs...and there, a bit to the left of his navel, was the armor-piercing bullet that the Punisher had sent through him.

Peter had been trying to ignore the fact.

He had died. He knew it. He had bled to death in his aunt's arms, his last thoughts desperation to make sure she could find some form of comfort. By all rights, he should have died of his wounds (made even worse by his fight against most of the Sinister Six) long before the semitruck he had used as a club exploded in his face. The only reason that he hadn't just fallen over until he did was that he still had work to do. But then the fight was over, and Aunt May and Mary Jane were safe, and he had finally, finally succumbed to his wounds.

And now he was here, he was a horse, he was confused, and he was very, very scared.

It takes a lot of doing to put out of mind the circumstances of one's own death, and Peter had spent the last few minutes not so much cautiously running and hiding as aimlessly wandering, looking for something to take his mind off of it. He found it in the form of a large marble fountain, happily gurgling to itself as clean water overflowed from all but the bottom bowl. It was in the center of a clearing near a maze; Peter peeked out of the bushes cautiously, scanning for any people—or horses, I guess—nearby. He couldn't see anyone in the orange light, and even with what he had noticed was a slightly wider field of hearing, he couldn't hear anything but the flow of water and a gentle breeze. Cautiously, he took one last look around—always a good idea out of costume—and then, winding up slightly, seemed to vanish from the spot, leaving two horseshoe-shaped rents in the ground where his back hooves had been.

Instantaneously, and with a slight thoom of displaced air, he reappeared at the edge of the fountain, holding out a front hoof to help himself stop and in the process breaking off a piece of the lowest section into the water. Wincing slightly at the damage, he slowly lowered the hoof. He probably hadn't actually needed to flash step—move maybe twenty feet faster than the eye could follow—but it was a good way to see just how well he had adjusted to his new shape. Breathing deeply for a second (moving that fast was hard), he hesitatingly brought himself to throw a quick glance at his reflection in the water's surface. Immediately he looked back up. So immediately, actually, that he hadn't seen much beyond the nose. His eyes narrowed, and his mouth silently formed the word "what?" as best as it could. After another second, he gave his reflection a better look.

It was him, that much was obvious. The coat covering his entire body was the same color as his skin had been, perhaps just a little darker. His hair was the same shade of brown as it had always been; quite possibly the same style, too—long enough to comb, short enough to be comfortable under a mask, messy and flat like his hair tended to be (he halfheartedly ran a hoof through the mane, straightening it slightly and parting the bangs). His eyes were just as hazel as they had always been, just as bagged, just as tired, just as staring. Yes, the reflection was definitely his, but…

It was a horse. The hair was a mane and a tail, and a pair of large ears stood twitching on either side of the former. The few small scars dotting the edges of his face had been stretched and distorted into bizarre, freakish shapes. And the eyes and the bags under them were all the more horrifying for their expression's familiarity, for something in him instinctively knew feelings like that didn't belong in a body like this. Peter sat on the ground, still staring at himself, and slowly hunched his shoulders and curled up as terror began to overwhelm him.

Abruptly, his panic was interrupted by a sudden flash of light behind him and an equally sudden hum in the back of his neck—not a buzz, not a tingle, just a hum. Ordinarily, a hum wasn't much cause for worry. A hum was potential danger: something could hurt him, but probably wouldn't. But the difference between no danger and potential danger is still quite a difference, and to transition from one to the other with no warning was almost as alarming as to transition from potential danger to OH SHIT RUN.

So Peter acted on instinct, leaping up and forward at a speed that would make a cheetah green with envy. He stuck his front hooves to the top of the fountain on his way over it, and there he stayed, whirling even as he landed with a splash and huddled, tensed, in the topmost bowl of the fountain. His mind, so clouded with fear only a second before, was focused and primed for danger. After focusing on the silent humming and judging no escalation in its intensity, he carefully peeked over the edge and beheld an enormous white winged unicorn—the same one that had addressed him, in English, by his first name several minutes ago.

Now she (for it was unquestionably a she) was looking up at him; even more reason to worry. Despite how he had perceived it, Peter's moving from the ground to his current position was almost the same speed as his earlier flash step, which meant that it was very nearly too fast to actually see. So for her to have followed the motion meant that her speed of motion perception was on par with his own—that is to say, blatantly superhuman. Superequine. Whatever.

The winged unicorn smiled at the sight of his eyes peeking over the edge of the bowl. She began to take a step forward, but stopped when his eyes narrowed all the more. "Peter," she said, rather alarmingly speaking English despite being a horse, "I'm not going to hurt you."

"Aoh naw th—" Peter stopped trying to talk suddenly, his mouth closing with a click. Slowly, he pulled his right hoof out of the water and felt the shape of his muzzle, then ran his tongue around his teeth, feeling their new shape. After a moment of muttering random words to himself, he tried again. "I knw that," he said. "But it desn't mean yr nt...going to try."

Celestia raised her brow at the retort. "That's a bit boastful of you, isn't it? Rest assured, Mister Parker, I have no intention of attacking you. Come down here. I'm sure you're very confused."

"Just a little, yeah!"Peter hopped down, standing on two legs again. The position was fairly uncomfortable. What he had always known as the arches of his feet were now taking up a sizeable portion of his back legs, and after glancing down at how his legs were positioned he reluctantly shifted into a quadrupedal stance. "I'd like to know how and why I've been turned into a horse, thank you very much!"

"Pony."

"Right. Pony. Whatever." Peter paused for a second, only now processing the word. "Aagh, that's even worse!"

Celestia tilted her head slightly. "Really? How so?"

"Ponies...are like...y'know, girly and...stuff." Peter had suddenly gone rather shifty, glancing down at his front legs, at the ground, the bushes...really, anywhere except at the creature in front of him. "...I've been turned into something...on the Christmas list of little girls everywhere. I mean, no offence, but this is kinda embarrassing."

Celestia hummed. "I'm sorry to hear that."

"Sorry." Peter rubbed his front leg nervously."...Where am I?"

Celestia stepped forward, then sat on the ground. "You're in Canterlot, the capitol city of Equestria."

"Hmm. Seems I was absent for that geography lesson."

"This is a parallel universe."

"Ah. See, you should've said that first." Peter sat awkwardly, matching Celestia's position after a second of observation. "I assume you brought me here?"

"Correct."

"...If you're a deity, I wanna talk to your manager."

Celestia chuckled, then abruptly became serious. "You remember what happened to you in your home universe?"

"Yeah..." Peter looked down at himself, specifically at the bullet's scar. "And that makes this...Valhalla?"

"No—"

"Hell, then. I understand." Peter became silent for a moment, staring at the scar. "...What cemented my position here? Which death? I mean, it must have been one of the deaths, everything else pales in comparison—" He paused, his breath shuddering as his eyes became wet. "No, no, no, it was Carradine...and B-Ben...and..." He looked on the edge of tears. "...I'm sorry, okay? I know I was horrible, I tried to make up for it...I tried so hard..."

He felt a hoof on his chin, gently raising his vision to meet Celestia's eyes. She had a small, reassuring smile. "You're not dead, Peter. And when you finally do die in full, believe me when I say; you will sit with the gods." She stood up. "Walk with me."

So he did. As Celestia traced her favorite path through the garden, Peter followed just behind her, settling into a rhythm of light, almost spiderlike steps.

"A few weeks ago," Celestia began, "a student of mine—you might meet her later—crossed into a parallel world in search of an artifact that had been taken from us. She succeeded without significant incident, but the event in question sparked my interest. For the last few days, I've been casting my mind into the multiverse, just to see what I could find. And do you know what I found today?"

"A universe made entirely out of money."

"A message." Celestia stopped for a moment, waiting for Peter to draw level with her. "I found a series of memories. The last three years of your life. And with them, there was a plea." She turned and looked him dead in the eyes. "'Spider-Man is dying. Please, please help.'" Her gaze softened. "Cassandra cared about you very much, you know. You had a valuable ally in her."

"Cassandra? Who's Cass—oh." Peter's lips drew thin for a moment as he looked away. "I don't know if she told you this, but Madam Web and I don't exactly see eye to eye. Probably because only one of us can see at all. But there's no way you were the only one to find that message. Why here?" A horrible thought occurred to him. "Are there a trillion copies of me running through the multiverse now?"

"There were already," Celestia commented. "But no. I conversed with Cassandra, during which she explained who she was and the circumstances of your death. From what I understand, there were many, many universes who were willing to offer you a second chance at life. Most of those offered such things as glory in battle, ultimate knowledge, deification...but she seemed to like what this world had to offer."

"Which is?"

"A home." Celestia smiled at him. "Friends. Confidants. Maybe some semblance of a family. This world—" she gestured away from them, to the view of the kingdom below "—and its residents have more love in their hearts than in nearly any other. You deserved a place to live in peace."

"Frankly, I think it would've been better all around if you had just let me die."

She looked at him, disturbed but in no way surprised. The casualness in his voice was rather at odds with the content.

Peter shrugged at the look. "Well, if they're really so fantastic, then they've got nowhere to go but down. And, frankly, I tend to inspire quite a bit of problematic...stuff. I mean, either I'm going to get very bored, or whatever evil that's in this world is going to escalate in response to what I do. Is there crime here?"

"Yes," Celestia replied uncertainly, "but not very much. The problems you're thinking of tend to be more...monstrous in nature."

"Then we both know I'm gonna be butting heads with it. And we both know that neither me or the monsters are going to just give up. As a result, the monsters are going to get more powerful. That's just how it works. And..."

Celestia sighed. She had gotten a pretty good idea of Peter's line of thinking from the memories of his life that she retained, and she knew what was coming.

"I've done things. Horrible things. I've beaten people almost to death...more times than I want to think about. Osborn. Carter. Octavius. And then..." He shuddered. "All those battles...people died in the crossfire. I saved some of them, but seven hundred and thirty-four people are dead because I was...reckless. Or paranoid. Cared too much about my own safety. Wasn't strong enough. Didn't move fast enough. Why do I get a second chance when none of them do...?" He looked at her, not quite able to cover up how much this bothered him. "If all of them are dead, don't I deserve to die too?"

"You deserve to die," Celestia agreed, "of old age. After living a long, happy life, and leaving the world changed for the better. For although seven hundred thirty-four people died because you couldn't save them, three thousand, six hundred and nineteen are alive and happy because you could. If you didn't mourn and regret the dead like you do, it might be different, but you've counted them, just to give yourself more reasons to feel bad. Yes, you deserve to die, just like anything else does. But first, you deserve to live like you'd like to."

Peter looked away from her, staring at the horizon and the blood-red sun sitting just above it. He still wasn't convinced that this was a good idea. He would never see Aunt May again. Or Mary Jane, whom he had just been getting back on good terms with. He had a whole new body that he needed to learn to use. He would have to start from scratch—although he could probably borrow some stuff from the pony in front of him. He would ~~probably~~ be finding himself leaping right back into the fray, defending everyone even remotely threatened from these supposed monsters. And he would have to forge a completely new life for himself. New friends, new family. And even if it was doable, and as satisfying as she had implied, he wasn't sure he wanted to let go of what he had had.

But maybe it would be worth it. For that reason, he decided he would be willing to give it a chance.

"Oh, hey, I almost forgot," Peter said suddenly, turning back to his companion. "You didn't mention: who are you?"

She smiled at him. "My name is Princess Celestia of Equestria." She turned to glance at the sun. "Now, excuse me for a moment. I have to attend to my duties."

Her horn glowed, and her eyes narrowed slightly. Tensing ever so subtly, she brought her head down, and the sun came with it. In fifteen seconds, the red circle had vanished below the horizon, and the moon rose to take its place.

Peter looked from the horizon where the sun had disappeared, to Celestia, back at the horizon, then finally at the waning gibbous moon. After several seconds of dead silence and widened eyes, he turned back to Celestia and informed her, completely calm:

"Nope. I've had enough for today."

His eyes rolled back in his head, his legs went limp, and he was unconscious before he hit the ground.

Author's Note

(God, I need to rewrite this prologue)

A few things to get out of the way before the story begins proper

-This is an alternate universe of Season 4 and beyond. I began this fic between seasons 4 and 5, and a lot of the ideas required for Acts 2 and 3 of this fic contradict things established by seasons 5 and 6. So I'm gonna ignore them. While most of the S4 differences will be a result of Peter's presence, the few established details we got of the Princesses' backstories have been revised because the version offered by canon left me disappointed. Assume nothing established by canon after Season 4 to be a given. Especially in regards to changelings and the Background Six. Speaking of which...

-Cast expansion. Maybe it's just to be different, but the Background Six is featured as or more prominently than the Mane Six within this story. The Background Six--a subjective term--is used here to mean Vinyl, Octavia, Lyra, Bon-Bon (definitely not Agent Sweetie Drops, what were they thinking...), Derpy, and Time-Turner (definitely not a Time Lord). As I said, feel free to completely ignore what S5E9 gave us about them.

-The format is slightly more episodic than, say, Spiders and Magic, but there is an overarching plot. It's just sneaking up on the characters while humming the Jaws theme. Maybe it's bold to keep the main plot so subtle when I update at the speed of a snail employed by Valve, but I have a plan. Spiders and Magic was, from what I understand, basically an attempt to give Peter a happy ending in light of the never-ending stream of misfortune he's given in practically every form of Spider-Man media in existence. Posthumous Life is an attempt at that in-universe that's continually jeopardized by who our hero is, and it mainly focuses on his character development. On that note:

-Peter here's both a composite of a couple different interpretations--mostly pre-Clone Saga 616, Ultimate, and The Spectacular Spider-Man--and a deconstruction of himself. Most of his backstory is derived from one of those three, with occasional references to other adaptations. His characterization also (hopefully) draws from all of those, but especially the Lee-Ditko era. Also: deconstruction. Those classic superpowered battles level buildings sometimes. There's no conceivable way the body count is lower than three digits. That and countless near-death experiences could easily have left Peter with post-traumatic stress disorder, which needs explored, and he's always had trouble accepting his own limits, regardless of interpretation. In other words: this version's meant to be a hot mess. That develops into a hot...slight disorganization. We'll see how it goes.