Spiders and Magic (Alternate Rise and Fall of Spider-Mane)

Too Much Power.

High above the bustling streets of New York City, Peter Parker (A.K.A the Amazing Spider Man) was busy contemplating - mostly about the past couple of weeks. Even with the amount of power he possessed, people close to him kept dying. During a scuffle with Doc Ock, George Stacy - Captain of the NYPD and father to Peter's “Ex” Girlfriend Gwen - was killed by collapsing debris, leaving Peter feeling responsible.

And the aforementioned “Ex” Girlfriend Gwen? Once again, Peter felt responsible for her fate. With history pretty much repeating itself, in a battle with one of his enemies, Gwen was killed by Peter's incompetence. This coupled with the press making it their mission to condemn Spiderman started to make life difficult for the masked hero.

To think that after all my years of training, all the years of putting so much effort into keeping people safe, it's the ones closest to me that can't be protected.

One other thing crossed Peter's mind - the new ability he gained from his previous fight. The power he had was uncontrollable, so much to a degree that he almost killed someone.

And even if it could turn the tide of a fight, is it worth the risk? Can I deal with a win if it comes at a price?

Before Peter could do any more contemplation, police sirens started to ring out overhead.

Heaving a sigh, Spider Man readied himself to swing into action. “Well, no rest for the wicked I guess”. With that Spider Man dived down from the edge of the building into a free fall.

Before he reached the pavement, Spider Man reached out and shot a strand of webbing from his wrist - mounted shooter. Even though he could fly thanks to his Ki - based abilities, Spiderman had a method that he stuck by - always save power till a fight if possible.

However as Spiderman made his way to where the action was taking place, he couldn't help but hear the insults and crude language from the civilians below. Some consisting of the words “murderer” and “coward”... some were a little more colourful. Yeah get it out of your system, ladies and gents. God knows I'm giving myself much worse criticism.

But before Spider Man could continue his train of thought, a bright light began to surround him.

Ah what the heck!? And with the blink of an eye… Spider Man was gone from this world.

The light dispersed, and Spider Man's sight began to return. Before he got his bearings, he noticed an odd creature in front of him...his perception of it becoming clearer.

What is that? My eyes are still frazzled! Peter’s sight finally came back, and set on the creature that stood near him - and he couldn't quite process what he saw.

Rubbing his eyes through his lensed mask, Spider Man started to take notice of the room he now occupied. Rows of books lined the shelves all around him, implying that he was either in a library, or someone was a big fan of books - or both.

Looking around, Spider Man's attention was diverted from what had originally startled him. However, the strange creature would not allow its presence to go unnoticed.

“Umm, excuse me? Down here”?

Looking down towards the source of the voice, standing at about Spider Man's waist… was a pony. An honest to god talking pony! And not just a pony, but from the look of the protrusion coming out of her forehead, she was a unicorn aswell!

She had a purple coat, with slightly darker hair, a pink streak running through the middle. Her matching purple eyes had a confused look, aimed right at Spider Man - however nothing could match the look that the superhero had underneath his mask.

Where the heck did I end up? I'm definitely not in Kansas anymore.

A small reptilian thing stood near the purple pony.

“Twilight, what the heck is that thing?” The reptile spoke… it spoke.

Spiderman felt like he was having a nervous breakdown. “Eh he, excuse me but… did that lizardy thing just talk?”

The pony made a scrunched - up face. “For your information, Spike is a dragon. I'm Twilight Sparkle. And you are?”

The gears began to turn in Spider Man's head. “A-a-and you talk to? It's official… I've snapped. I've gone completely cuckoo for Coco Puffs!”

Twilight glared at Spider Man. “Could you be quiet for one minute?! Whoever - or whatever - you are, we need your help! There's a dragon attacking the town, and for some reason I can't use any magic. I'm surprised I was even able to cast the spell that brought you here”.

Spiderman just gave a blank stare. “So not only can you talk, but you can use magic? Yep… I've lost it. Speaking of ‘here’, where am I?”

Twilight's expression changed, her eyes displaying a glint of guilt. “You are in Equestria, more specifically Ponyville. The town is currently under attack by a dragon that seems to be blocking all magic. We can't defend ourselves, so in desperation I used a spell to bring forth the universe's greatest hero… that apparently is you. We need your help, so please… help us!”

Spider Man looked down at the purple pony, noting the pleading stare she was giving him. And he gave in. Ah dang it! She gave me the puppy dog eyes. Well… no choice now.

Spider Man crouched down to eye level with the pony...Twilight was it?. “OK, I'll help. But you better be able to get me back home afterward.”

Twilight's ears perked up. “You will?! Oh thank you, thank you, thank you!”

She lept up to hug Spider Man, who reluctantly returned the gesture. “OK let's not get ahead of ourselves. Just do me a favour - get all the other townsfolk out of the area… this could get nasty”.

Outside of Twilight's house/library, the other residents of Ponyville were fleeing for their lives. Spider Man gazed over the destruction. Dang, this is madness. Even if these ponies are real or not, I can't leave them to suffer.

Suddenly a shadow began to hang over Spider Man. Gazing up, he struggled to keep his composure. Standing above him, bearing down, was a 50 foot dragon.

“Oh… Hello there…” Now, Spiderman was no stranger to fighting beings bigger than him - but somehow a dragon was a thousand times more intimidating.

“AND WHO MIGHT YOU BE, LITTLE CREATURE?”

Spider Man gave a bemused look, and decided just to be his snarky self. “My name’s Spiderman - who the hell are you?”

The dragon huffed smoke from his nostrils. “MY NAME IS NOT IMPORTANT. MY MISSION, HOWEVER, IS. TO SIMPLY DESTROY THIS TOWN AND CAUSE CHAOS”.

Any thoughts of being funny disappeared from Spidermans mind, quickly switching to very serious. “So, you're not just passing through. You're here solely for the purpose of bringing pain to these people...ponies? Well, unfortunately for you, I just so happen to be in the business of stopping creeps like you!”

The dragon laughed, smoke bellowing from his mouth the whole time. “YOU?! LITTLE MORSEL?! OH DON'T MAKE ME LAUGH. CAN YOU NOT SEE THE OBVIOUS HANDICAP YOU HAVE? I AM BIGGER - STRONGER - AND TOUGHER! YOU STAND LITTLE CHANCE!”

As the dragon chuckled, Spider Man took up his fighting stance. The energy in his body began to build, increasing his strength and speed. The dragon took notice and stopped his laughing.

“Last chance to walk away, big guy. I don't plan on going easy on you”.

This ‘Bravado’ however, caused the dragon to begin laughing again. “OH YOU'RE SERIOUS ARE YOU?! FINE THEN - ALLOW ME TO END YOUR PATHETIC LIFE!”

***

On the outskirts of Ponyville, many of the town's residents had made it to safety. However, some were still in the crosshairs of the dragon. Twilight looked back as her home town was in flames. The only thing on her mind though was the stranger she had summoned. I hope for every pony's sake, that he can save us.

***

Spider Man was almost at fighting strength, and was ready to launch his attack - it didn’t help that his opponent was leaving himself massively wide open.

“COME NOW, AFTER ALL THAT BIG TALK, ARE YOU GOING TO ATTACK ME O-”

The dragon was unable to finish. Looking down to his stomach, he saw Spider Man with his fist half embedded into the flesh. Not only that, but the overall force was painful. Even with his thick hide, it still hurt. Noting that his attack was effective, Spider Man pulled back from the dragon, repositioning himself on a nearby rooftop.

“So - what do you think, big guy? Tough enough for ya?” As Spider Man's own sense of confidence rose, the dragons pride took a tumble - which was bad news for Spider Man.

“YOU… INSIGNIFICANT… LITTLE PEST… I WILL END YOU!”

Suddenly the dragon lunged forward, hoping to grab Spider Man in his mouth. Fortunately for the masked hero, his danger sense and reflexes allowed him to dodge the attack efficiently, leaving the dragon to crash face first into the building Spider Man was perched on. OK, so he's not kidding around anymore. Suddenly not so high and mighty. Shouldn't let it go to my head though. One wrong move and I'm done, no questions asked.

Spiderman took the opportunity and gained some altitude to assess the situation, noting that some of the townspeople (ponies, whatever) had still yet to evacuate. If I can manage, I should give some assistance to those ponies, get them out of here fast. No telling how this will pan out. Just hope I can-

Spider Man's train of thought was cut off as the dragon side swiped him back down to the ground and through a nearby building. Spider Man pulled himself from the rubble, relatively unscathed, but he couldn't help but be perplexed. Uh, Spider - Sense, you there? Hello, it's me. Why didn't I sense that coming?

While Spider Man was trying to clear his head, two pegasi descended from above. One had a yellow coat with a pink mane and tail, the other had a cyan coat with a rainbow mane and tail.

The yellow one spoke first. “Um, are - are you OK? mister uh-”

Spiderman gave her a puzzled look. “I'm Spiderman, and I would very much appreciate it if you two got out of here! It's far from safe as you can clearly see”.

The cyan pegasus was clearly not amused with the prospect of leaving. “What are you talking about?! I ain't leaving till I've had a crack at that dragon!”

The cyan pegasus turned and prepared to fly into the fight, only for Spider Man to grab her by the scruff of her neck, holding her in place. She wasn't a fan of that it seemed.

“Hey! Let go of me!”

Behind his mask Spider Man rolled his eyes. “Look, miss. I don't know what your major malfunction is, but that's not a puppy you want to fight - it's a freaking dragon! Have you no sense?!”

The pegasus gave Spider Man a piercing glare. “Look, I don't know who - or what - you are, but I'm the most awesome pony in Ponyville! I can take a dragon!”

She attempted to fly off, but Spider Man's grip on her was sound. “And I don't know who you, or your friend here are, but I'm telling you, one good hit from that thing and you are done! Do something smart, and help with the evacuation! I'll fight the dragon and keep it away… NOW!”

Spider Man's sudden outburst startled the two pegasi. The yellow pony hovered next to the cyan pony and tried to coax her to leave. “Rainbow Dash, let's get out of here… please?!”

Rainbow Dash hung her head in defeat, listening to the pleas of her friend. “Fine, we'll go. But if you can't stop that thing, I'm taking a cracking at it!”

Spider Man smirked under his mask. “If I can't stop this thing - feel free.”

With a smirk of her own, Rainbow Dash took off, her friend in tow. When they got a fair distance away, she quizzed her friend. “Hey Fluttershy, who do you reckon that guy is anyway?”

Fluttershy hesitated with her response, but gave a soft smile. “I'm not sure - but I think he's here to help.”

***

OK, game plan time. I don't know how it happened, but somehow my Spider Sense didn't go off when that thing attacked me. I swear if there's something screwing with my Spider Sense in this world, imma find it and punch it silly. Well, if I can't dodge this thing, I'll just have to tough it out. Time to bust out the old Kaio Ken.

Suddenly a scream pierced the air, causing the attention of both combatants to go towards its source. The dragon laughed again.

“SOUNDS LIKE YOU'RE DOING A POOR JOB OF KEEPING THESE PONIES SAFE. SOME HERO YOU TURNED OUT TO B-”

The dragons taunting of Spider Man was interrupted, as the recipient of said taunt decided he had enough, and had punched the dragon in the snout while its attention was diverted, causing it to lose its footing and fall backwards, while being propelled by the force of Spider Man's punch.

“Well for your information, scaly - no one's dead yet, so I'm still in the clear.”

With his own taunt done, Spider Man flew off towards the source of the scream. As he scanned the burning town, he noticed a grey pegasus outside one of the buildings, noting she seemed to be worried.

She must've been the one who screamed. Is there someone still in that building? He began to descend, landing behind the grey pony. Hearing a noise behind her, the pony turned around, and let out a small gasp. Spider Man noted she looked scared and tried to calm her down.

“Hey, hey, hey! I'm not here to hurt you! I'm here to help!”

The pony looked a little less scared, but still terrified. “Please, you have to help my friend! She's still inside!”

Spider Man looked up, noting that the building was leaking flames from every corner. “OK, I'll go get her. But you have to get to safety while I do, alright. It's not safe here.”

The pegasus nodded her head. “OK, just be careful.” With that she flew off.

Spider Man shook his head a little. Dang, I'm getting a little too attached to these ponies… ah well, may aswell give in to the madness.

Assessing the building, Spider Man picked one of the windows on the ground floor. Channeling his energy through his hand, he shattered the window to allow for easy access and exit when he had the trapped pony.

Jumping inside, the feeling of the heat was immediately noted. Flames threatened to consume Spider Man from every angle. “Hello?! Anyone in here?!”

Waiting a few seconds, a response was heard from nearby. “Somepony help!”

Spider Man looked over and saw who was in distress - a pale white pony with a violet mane and tail was trapped behind a wall of flames. “Just hang on! I'm coming!”

Just then the ceiling began to collapse, forcing Spider Man to race forward at lightning speed. Grabbing the pony, he headed straight for the open window just before the ceiling fell, consuming the area beneath it in flames.

Once outside, Spider Man noticed that the grey pony from earlier had came back. “I thought I told you to leave! Do you not understand the danger you're in?!”

The grey pony recoiled from the outburst. “I'm sorry mister, but I had to make sure you and Rarity were ok.”

Spider Man noted the white pony's name. “Well, Ms Rarity here is safe - now both of you get out of here!”

The two heard a gasp from behind. It seemed that Rarity had regained conciseness. “Thank you coming in and rescuing me… whomever you are. However next time, do your heroics in a less tacky outfit.”

Rarity couldn't see Spider Man's face due to his mask, but the man underneath was a tad livid. “Of all the things to say right now, in the middle of a dragon attack… you comment on my choice of attire?! OK… that's fine. I'm used to it. Now both of you get going! We can worry about my ‘tacky wardrobe’ later!”

Rarity turned to the grey pony and motioned for them both to leave. “Come on, Derpy. Let's get to safety!”

With that, Rarity and ‘Derpy’ headed towards the evacuation zone, leaving Spider Man seemingly the only being left in Ponyville - well, apart from the dragon that was currently heading towards him.

“Well, it's just you and me, big guy. Let's see if I can't go for the old KO shot.”

The energy in Spider Man's started to build once again, and reached a peak, However, Spider Man had a way around that. “OK - KAIO KEN!”

Suddenly the aura around Spider Man turned completely red, and the energy around him grew stronger. The dragon took notice of the power-up and began to seriously assess his opponent.

“HMM… IT WOULD SEEM THERE IS MORE TO YOU, STRANGE CREATURE. I MAY HAVE TO ACTUALLY TRY WITH YOU.”

Seeing that the dragon was preparing to attack, Spider Man readied himself for the assault. The massive beast began to reel it's head back, and a glow was noticeable from its mouth.

Looks like it's preparing some kind of ranged attack - guess I'll respond in kind.

Taking up a new stance, Spider Man rested his hands near his right side, one sitting above the other. His energy reaching past its peak as his strongest attack began to charge.

“OK then, big guy let's see you take this one!”

A ball of blue energy began to form in between Spider Man's hands. The ground began to shake and crack. The dragons attack also began to reach its maximum. Whatever was about to happen would decide this fight.

Spider Man was ready.

“Here it is! KA - ME - HA - ME - HAAAA!”

The energy in Spider Man's hands extended out in a beam towards its target. At the same time, the dragon discharged its own blast, each beam racing towards one another.

Then they collided.

Both beams struggled for dominance, pressing against each other back and forth. Pushing himself further, Spider Man willed more of his energy to power his blast.

This caused the beam struggle to tip in the heroes favour, pressing his end towards the dragon, making the beast worried.

Almost got it… just have to push a little further…

Before Spider Man could achieve his victory, he felt his body became riddled with pain, and his power begin to fade, causing the energy beam to cease firing.

Noticing this, the dragon ceased it's own attack, curious to why the weird creature had stopped its assault. All that could be seen was Spider Man on his knees clenching his chest, devoid of breath.

The red aura that had surrounded Spider Man was also gone, giving more evidence that something was very wrong.

“What the hell?! Where did my strength go? I just powered down completely! This can't be down to the Kaio Ken - I've trained too much for it to affect me.

A shadow covered the area around Spider Man, causing him to look up - to a vicious dragon with a massive grin on his face.

“WELL, WELL,WELL… LOOKS LIKE YOU'VE HAD A LITTLE POWER FAILURE… HOW UNFORTUNATE.”

All Spider Man could do was what he does best - taking the mickey out of his opponent.

“Yeah… any chance you have a quarter so I can top up the meter? I'm kinda running dry at the moment.”

Not taking any note of Spider Man's quips, the dragon leaned down and grabbed the masked hero in its claws. As it's grip became sound, the dragon started to crush Spider Man with all its might.

“SO… WHERE IS YOUR BRAVADO NOW, HERO?”

Even as his entire body was being broken, Spider Man couldn't help but make more quips. “I'll admit - I've never had a bear hug quite like this… this is far from… the worst…”

Spider Man lost consciousness from the physical strain he was enduring - his loss of strength not helping matters. The dragon noticed that his prey had been completely tapped out.

“LUCKILY FOR YOU, AND THESE PONIES, MY JOB WAS ONLY TO CAUSE SOME CHAOS, NOT KILL ANYPONY. YOU'RE OFF THE HOOK FOR NOW, BUT SHOULD WE MEET AGAIN - I WILL KILL YOU.

“BE THANKFUL MY MASTER ONLY WISHES FOR MINIMAL DAMAGE.”

As he turned to leave, the dragon wound his arm back and flung Spider Man towards the opposite end of Ponyville, and towards the outskirts of the town. Looking over the destruction he had caused, the dragon disappeared.

Trying to regain some form of consciousness while in mid air, Spider Man noted what the dragon had said. His master? That's something to keep in mind.

However, what Spider Man didn't note was that he was about to hit the ground at tremendous speed. He smacked into the earth, making a small crater and ricocheting further away, smacking the ground again and again until he landed in a nearby lake.

As he began to sink, Spider Man began to contemplate just giving up, feeling he had done enough. I think I'm gonna rest here awhile… I've had enough. I've done my part for the world. Let me sleep.

As he slipped back into unconsciousness, a shadow appeared from above; taking the shape of a pony. It swam down and grabbed Spider Man, pulling him back up with all its might. As they both surfaced, the pony's face became visible, showing an orange coat with blonde hair. The pony dragged Spider Man onto the shore, noting his unique appearance.

“Well, aren't you a strange looking one.”

She put an ear to his chest, checking his heartbeat - he was still alive. Looking up she saw more ponies coming from the distance.

Twilight was the first to speak. “Applejack! How is he?”

She noticed the battered and beaten condition Spider Man was. Applejack saw her worried stare.

“He's alive, Twilight. Somehow he survived all that.”

The rest of Twilight's friends gathered round Spider Man's prone form, when it began to suddenly glow with a bright light. Once the light dispersed, Twilight and her friends couldn't believe what had happened - Spider Man's whole body had transformed into a pony!

“Twilight, what the heck just happened?” Applejack quizzed the puzzled unicorn.

But Twilight was completely clueless. “I… really don't know…”