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

by Risky Business

Rating: teen
Tags: Comedy, Cutie Mark Crusaders, Adventure, Crossover, Sex, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Human, Romance, Princess Luna, Trixie
Length: 29261

In an Alternate time line, Peter Parker was a very different person - he was an alien for one thing. Raised in a world where both Marvel and DC heroes cohabit. But the biggest change is to come... once Spider Man finds himself in Equestria

In an alternative time line that runs parallel with the events of Spiders and Magic (By Maximus_Reborn), Peter Parker was born on another planet, sent to earth with the sole purpose with destroying it once he matured. However, he was found by a human couple upon his arrival, who raised him with kind hearts, erasing his true nature. On this version of Earth, heroes such as the Avengers and Justice League coexist.

Amongst his struggles, Peter later became the Amazing Spider Man, one of Earth's strongest defenders. Thanks to his alien biology, he could keep up with the best, and battle the worst.

But everything would change when Spider Man finds himself in Equestria...

The variation was done by me.

Editor
The Dawn Fanatic - https://www.fimfiction.net/user/The%20Dawn%20Fanatic

Co-Authors
Maximus_Reborn - https://www.fimfiction.net/user/Maximus_Reborn
Azurulia - https://www.fimfiction.net/user/Azurulia

Co-Author/Proofreader
Commander Stelios - https://www.fimfiction.net/user/Commander+Stelios

Co-Author/Co-Writer
Nicholas King

Story Artists
Mad Munchkin - http://mad--munchkin.deviantart.com/
Greenfly - http://greenfly1993.tumblr.com/
Dindakai - http://dindakai.deviantart.com/

Published 2016-03-01 03:50:02 UTC
Last updated 2017-05-08 22:35:52 UTC

Too Much Power

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…”

A New Perspective

Learning To Walk

It was like reliving a nightmare.

There she was, falling towards the river, a strand of webbing nearing her foot. The world slowing down as it closed in.

All Spider Man could do was look on and pray it would catch her. He got his wish.

The resounding ‘snap’ made him wish he didn't.

Spider Man was then holding Gwen's lifeless body, anger building deep within him. A cry of anguish then escaped from the hero as the world began to fade…

***

Peter awoke screaming. Sweat streaming down his face, and his breathing ragged. He then remembered the Nightmare - a day he wished he didn't have to relive.

That was so real… I must've taken a lot more punishment than I thought. Then again, probably just a fever dream. A quick jog and some milk and I'll be OK.

Giving his body a quick stretch, Peter realised that there were still aches and pains in numerous areas. For a second, Peter was confused, wondering why he was injured. He then remembered last night.

Oh yeah, I got my butt handed to me. I also slightly recall talking pastel coloured ponies. I would say I'm going mad, but from the feel of things, half my body is covered in bandages and casts. So yeah, I met talking ponies, I fought a dragon and it whooped me. Great. What could be worse?

Scanning his surroundings, the young hero noticed that he was in some kind of bedroom. However he reckoned it couldn't possibly be a bedroom - it was several sizes too big to be one. So he was either in this world's nicest hospital, or he was in the house of some with “Loadsa money”.

I'd like to meet whoever owns this place. Ask who their interior designer is… geez, it's hot in here. Someday I'll have to make this costume with some ventilation someday.

Peter then raised his hand, ready to remove his mask in order to hopefully cool himself down… Suddenly realising that his hand seemed to feel a little weird. Quickly, he brought his ‘hand’ into his field of vision, noticing he now appeared to have a stump. No, not a stump but a…

Hoof? I have hooves?! Please tell me I'm still dreaming!

Without so much as a second thought, Peter jumped from the bed, forgetting for a split second that he had superhuman strength. This caused him to rocket straight into the ceiling, leaving a hole going straight through.

The commotion caught the attention of Twilight and her friends, all of whom were waiting outside his room. However, they all became confused when they noticed the lack of Spider Man anywhere. Twilight wondered how he could have left the room in his condition.

“Spider Man? Where are you?”

Suddenly, a grumbling noise coming from above the girls turned their attention to the ceiling, and the hole that a certain masked hero had made. The mumbles were then followed by a weak reply.

“I'm up here… give me a second to regroup my sanity. I'm starting to think I'm a pony - I'm even seeing hooves instead of hands!”

From his position in the ceiling, Spider Man was able to see down into the room. He recognised pretty much everyone present, except for a pink mare with poofy pink hair and a mane to match. Before he could get a better read on her though, she appeared right in front of his face, somehow managing to jump 12 feet into air without any plausible means.

“Hi, I'm Pinkie Pie! What's your name?!”

Spider Man could tell from how she spoke that Pinkie Pie seemed incredibly hyper, like someone who's been on too much sugar.

“Uh...I'm Spider Man. Nice to meet you Pinkie Pie. Now if you would kindly give me some space, I'm gonna get myself down from here”.

The pink mare beamed in response, as if happy was her default setting. “Okie Dokie Lokie!”

Once Pinkie had moved, Spider Man tried to orchestrate a way in which to get down, without taking the ceiling with him. “This would be so much easier if I had hands… hands I should still have! I can't have gone that mad!”

Rarity chimed in, confused to why Spider Man believed he was going crazy. “My dear fellow, unless the rest of us are losing our minds, you are indeed a pony”.

The conformation that what was happening was true instead of an illusion or dream caused Spider Man to force himself down from the ceiling, bringing down most of it on the 6 mares in the room.

“So… I'm not dreaming? OK. .. well then I have several questions. First off - Why I'm the heck am I a pony?!”

The sudden outburst caused the mares to reel back. However, they were quick to regain composure - Spider Man had been through alot in the last couple of hours. Twilight walked over and placed her hoof on the costumed stallions shoulder, hoping it would calm him slightly.

“We're not entirely sure why, but it would seem that the magical energies of Equestria are having some kind of effect on your physiology. That same magic transformed you into a pony to be better accustomed to the world around you”.

Underneath his mask, Peter's eyes narrowed, with a look of frustration setting in. He couldn't believe that not only had he been beaten, but now he had to deal with an entirely new body. Speaking of being beaten -

“What happened back in… Ponyville, was it?”

“The entire town is a mess. It'll take days for everything to be rebuilt. Fortunately there were no casualties thanks to you. But there's been no sign of the dragon since then”.

Spider Man snorted at that. He wasn't too particularly happy about losing to it. Then again - losing wasn't in his nature at all.

“Well I hope he's up for a rematch when he comes back… if he comes back”. Spider Man's outlandish statement made the mares worry. It was only a few hours ago that the stallion had almost been killed, and now he was in the mood for a round 2.

Rarity was the first to question Spider Man's logic. “How could you possibly want to fight that foul creature again? You barely survived the first time!” The other 5 mares nodded in agreement of Rarity’s statement, but it didn't seem to phase Spider Man one bit.

“Well of course I want to fight him again! I didn't get the chance to properly test myself against him - my power just decided to cut off. Must be due to the magic here playing red light and green light.” Saying that, Spider Man shot a quick glance at Twilight - it was because of her that he was here. But for some reason he couldn't stay mad. As a matter of fact he didn't stay the least bit frustrated after a few seconds. There wasn't much point really. Twilight had summoned him to help - helping any living being in need was his job.

“Hang on a second, I just remembered, that dragon wasn't acting independently. It was sent to your village by its master to - and I quote - Destruction and Chaos. Any idea who or what would plan such a thing?”

The six mares in the room perked their ears as soon as the word ‘Chaos’ was uttered, giving Spider Man and indication that they had some idea of who was responsible. Twilight seemed the most in disbelief. “It can't be him, can it?”

“We can only assume, my faithful student”.

The new voice garnered the attention of everyone in the room, for some reason signalling the mares to bow. Wondering who this new individual was, Spider Man turned around… and then up. Standing before him was another pony. But this one had to be three times as tall, and not only sporting a horn but a pair of wings as well. Her mane didn't seem like a normal mane, but instead flowed like water that streamed from her head. Same with her tail. Her coat was snow white, perhaps whiter than Raritys.

“Greetings, Outworlder. I am Princess Celestia, Ruler and Protector of Equestria”.

Spider Man would have responded, if not for the fact that he felt slightly intimidated by the Princess - something about her aura just screamed ‘Powerful Being’, and the young stallion had learned to be wary of anyone who gave off that kind of vibe. But for now, Spider Man would be civil, bowing the same way as the mares behind him did.

“Hello, your Highness. My name is Spider Man. I guess it goes without saying that I'm the one who… I guess, stopped the dragon”.

Celestia returned the hero's courtesy with a smile. “And I thank you deeply, Spider Man. Who knows what the extent of the damage could have been if my student had not summoned you to her home”.

A smile appeared behind the heroes mask - a job well done always made him feel good. Knowing that people (or in this case ponies) were kept safe was always a thing that Spider Man strived towards. Then again he couldn't always do that, as past events had shown. However, Spider Man then noticed that Celestia's smile had become a serious frown.

“Now, I have a request - could you possibly tell us your real name? I'm sure that the costume and title are covers for your true identity”.

This caused the stallion to have a chill run down his spine. Back home his identity was kept safe for a reason - should any of his enemies find out who he really was, his loved ones would be in serious danger. Himself not so much. Spider Man had traded blows with some of the strongest beings in his universe. Heck two of the strongest heroes back on Earth were his teachers.

“Ummmm, I’m not so sure about that your Highness. I kinda like to keep my mug hidden. I'd rather not have everyone know who I am. It kinda comes with the whole superhero package. It allows me to have some degree of a personal life”. The mares, including the Princess, all raised an eyebrow. Was keeping his face a secret all that big of a deal?

“I understand that back on your home world, keeping your true identity a secret is essential. But you have no enemies in Equestria, and as of present, you may wish to get comfortable here. You may not be able to return home for some time”.

This confused Spider Man. Why would he be stuck here… as a pony?

“Whoa, woah, woah! Hold on a second! Would you care to explain why I'd be stuck here?”

Twilight closed the distance between herself and the stallion, a look of guilt on her face. “I'm sorry to say this, but it's not so easy to return someone or something from a completely different reality. Magic is commonplace here in Equestria, so it's pretty simple to wield and manipulate it.

“But reversing a spell like this one is a one in a million chance, considering the size of the multiverse”.

The news slowly dawned on Spider Man - he was stuck here, and chances of getting home were slim. What were the implications of that? First off, how long before people started to notice he was gone? And when that happens, what will the consequences be?

Spider Man was responsible for keeping so many super criminals in check - Electro, Kraven, Kingpin, Rhino. And it wasn't just the super criminals - What about the really big bads that took multiple teams to battle. The likes of Darkseid, Thanos, Doomsday (god forbid). He would be unable to assist.

But there were other things to consider. One: the scale of powerful heroes; Spider Man was relatively in the middle. There were much stronger heroes than him, all capable of defending Earth better than he could. Perhaps just one less hero wouldn't be that big of a loss. Not only that, there were very few people left in New York that cared about him - the entire city hated him, and in the eyes of the other heroes, he was somewhat of a pariah.

“Well, I guess I can't be that mad. You brought me here to help save your town. I can't be too ticked off. Still, if there is a chance of me getting home, I humbly ask that you find it. As nice as you girls have been, I'm somewhat needed back home. Also I'm pretty sure I have college fees to pay”.

Celestia nodded, confirming that she would take Spider Man's request into consideration.

“Twilight and I will do what we can to get you home. I ask in return that until you can be sent back, you offer your services to help safeguard Equestria. Should we be facing the threat myself and Twilight think we are facing, your help would be greatly appreciated”.

Spider Man paused to consider. If his responsibilities were now in Equestria, it was his duty to live up to them. And if his identity didn't mean much here, and the only ones to know where these six mares and a Princess, he didn't see it as a big deal to keep it secret. However, the less people that knew, the better.

“Alright,  I'll tell you all my real name. But only under one condition. I ask that it still be kept between everyone in this room. Y’know, so I can at least have some privacy”.

The six mares all nodded, with the orange mare, Applejack was her name if Spider Man remembered correctly, stepping forward.

“Listen, sugarcube, considering all you've done for us in the past couple of hours, ah reckon everypony ‘ere has a right to keep your secret safe”.

Reluctantly, Spider Man began to remove his tattered costume, that had not only been damaged from the fight with the dragon, but had several holes and tears thanks to his new pony form. Taking it off became a struggle at a point, so Spider Man merely decided to just tear off what was left of his suit. Underneath, his new pony body was finally visible, with only his eyes and hair colour staying the same. The only changes were a cream coloured coat, and what seemed to be a horn standing out from his forehead.

“Huh, well look at that. Guess I ended up a unicorn. Wait, does that mean I can use magic now? Somehow I think that would be really handy to have”.

Twilight’s face suddenly glowed with a smile. “If you'd like to I can teach you some spells and how to control your magic. It's honestly pretty simple”.

Celestia cut into the conversation. “Well, now that we have seen your face, do you have a name to go with it?”

Upon realising his attention had been diverted, the now unmasked Spider Man cleared his throat ready to announce his name. “Well, my real name is Peter Parker… and I'm feeling mildly uncomfortable right now. Do ponies usually go around naked?”

Rarity gave a bemused look as she answered. “Yes, we ponies normally do our daily routine without clothing, but if you ask me it's a little undignified”.

Rarity then started to somewhat analyse the now naked Peter. “Hmm, underneath that tacky outfit, there does seem to be a rather handsome stallion”.

Even though he was clearly complimented on his new look, the only thing that registered with Peter was the insult to his costume.

“Why does everyone feel the need to hate on my suit? it's a classic. I put a lot of effort into it”.

Rarity gave Peter a judgemental look, not at all believing the stallions comments about his costume. “If you say so, darling. But to some of us it's an ungodly creation”.

The look on Peter's face gave off the distinction of being slapped, just minus the physical part of it.

"I… I have no comment".

But it seemed that Celestia was concerned with something else, as she seemed to be scanning over Peter's body, seemly looking for something. “Peter, it would seem that you lack a cutie mark. A most intriguing thing indeed”.

“A what mark? I just thought you were trying to figure out how such a scrawny guy like me can be so strong...well aside from biology being my best friend”.

The statement from Celestia caught the attention of the other mares in the room. And they were just as surprised and confused. But not as confused as Peter once everyone began looking at his rear end.

“Ah, girls, I know I've got quite the nice rump, but can you all NOT stare at it?! At least buy me dinner first”.

Twilight noted Peter's confusion and filled him in on the concept of cutie marks. “Stop being over -dramatic. We're just wondering why you have no cutie mark, as it is an essential part of a pony's life. It's what symbolises a pony's calling or special talent, and you seem to lack one”.

With that, Twilight turned around and pointed to her own flank with a hoof. This allowed Peter to see what she meant. On her flank was a large Purple star, surrounded by several smaller stars.

Looking over to the other mares, Peter also noticed their cutie marks. A rainbow lightning bolt on Rainbow Dash, a set of Apples on Applejack (seemed quite generic), a set of gems on Rarity, a set of butterflies on Fluttershy and finally a set of balloons on Pinkie Pie.

This got Peter curious. Did the Princess have one to? Taking a quick glance (not wanting to be caught staring at royaltys butt), he saw what appeared to be the sun on her flank.

“So, a cutie mark is an essential thing here in Equestria? So why don't I have one?” Peter asked as he looked to Princess Celestia for an answer - but from the look on her face she didn't have one. But she tried to give some explanation.

“I'm not particularly sure. A pony receives their cutie mark after discovering their true potential. It is possible that your cutie mark will not appear until you discover your calling in life - whatever that may be”.

So in order to properly fit into Equestria, Peter would have to discover his ‘true calling’ as it were. He noticed however that Celestia didn't seem to be done.

“I'm also sorry to say, that without your cutie mark to keep your abilities tethered to you, at some point you may lose them entirely”. The blood in Peter's face drained - he was losing his powers? That would explain last night when his Kaio Ken failed.

The question was how long would it take? Days? Weeks? Before or after the dragon made his promised return? Could Peter make it home by then, or would he return completely powerless?

Now that this was out of the way, Peter brought back the question from earlier. “So, who is this supposed master that the dragon mentioned, and why do you guys not seem too hunky dory about who it may be?”

Twilight and Celestia looked at each other, both somehow understanding that their hunch could wait a day or two, as everyone, especially Peter, had been through enough as of late.

“That can wait. There is much to be done back in Ponyville before we can plan our next step. And you deserve some rest in my opinion after what happened last night”.

Peter just shrugged. As long as he was ready to face that dragon again, he was happy. And next time he would be at full strength.

Celestia felt that she had taken enough of Peter's time, and decided to address the girls regarding matters back home. “I have ordered several dozen builders to head to Ponyville to assist with reconstruction. They should have much of the work done within a week. Rarity, Pinkie. You should both be able to return home very soon”.

This news pleased the two mares. Pinkie hopped on the spot while Rarity gave Celestia a quick bow. “Thank you so much, Princess. I guess I'll have to make arrangements for accommodation for myself and Sweetie Belle. Applejack, can my sister perchance stay at yours a while longer”.

The farm pony gave a nod. “Of course she can! I know Applebloom would appreciate the company, and we never turn down a friend in need”.

The news caused Rarity to give Applejack a bone crunching hug.

This caused Peter to wonder what his staying arrangement would be… he didn't exactly own a house here. “ So… where am I staying?”

Hearing the concern from the stallion, Celestia approached him with a sly grin on her face. “Oh not to worry, Peter. Seeing as as it was Twilight who brought you into our world, it only seems right that she be the one to accommodate you. From now on until we can find you a way home, you shall be Twilight's roommate”.

Upon hearing this, both Twilight and Peter gave a resounding “WHAT!?”

A Lesson in Heroics Part I

A Lesson in Heroics Part I

Peter was no stranger to early starts. Back on Earth most of his teenage years were spent waking up before sunrise; though mostly for one purpose - training.

Considering that he was in an entirely new world, and had no idea how long he would be staying, Peter reckoned it was crucial to find a place where he could train in piece. It wouldn't be easy, now that any locations or equipment Peter normally used were unavailable. Fortunately, Twilight had been teaching him several basic spells, one of which happened to be a gravity spell.

Peter quickly recalled the discussion he had had with Twilight regarding the limitations of the spell. It turned out he was more limited magic wise than he originally presumed.

***

“So, how much extra gravity can I apply to myself? I want to be able to keep in shape for when I fight that dragon again!”

Twilight couldn't believe how one track Peter's mind was. He had only just recovered from a near fatal experience, and now he was gearing up for a second try. But, deciding that it was pointless to argue, the lavender mare just sighed and gave Peter the details.

“OK, well, if you keep your concentration, you should be able to keep the spell up for about an hour. After that, you'll have exhausted your magical reserve. Unfortunately someone of your magic level can only produce about 10x the standard gravity. And even then I don't understand why you would want to attempt such a thing”.

Peter chuckled, remembering that Twilight hadn't been given a crash course on Saiyan biology. Something that had been practically a godsend for the stallion his entire life, helping him keep up with even the toughest of threats.

“I'll be fine, Twilight. Trust me. I've trained in even higher gravity than x10. It's a little unfortunate that I can't go any higher than that. Ah well, it should suffice to keep me going until the dragon shows up. Heck, I'll have to get used to fighting in a new body anyways, so x10 gravity should be a good start”.

Twilight was in disbelief. “How does that even work? Being in anything higher than x10 gravity should have killed you!”

Peters chuckle became more sheepish, considering the lavender mare was giving him the look of ‘you are crazy’.

“Look, Twilight, it's simple. Let's just say that my species has a very unique genetic trait. We evolved with the ability to adapt to any environment, no matter how harsh. So basically, I've trained my body to the point where it can withstand high amounts of gravity. And the best part is I get stronger as a result. Last time I checked I could take 100x gravity and still be in one piece”.

This left Twilight speechless - not even the best trained mages in the history of Equestria could make a gravity spell go 100x normal gravity, and the stallion in front of her apparently was treating it like he can just skip in it.

Then again, how strong must Peter be if he's been through such intense training?If this were true, then Equestria had a great hero in its corner, just as the book had stated.

“Well, if you're sure, let's begin….”

***

Looking up at the sky, Peter could tell that it must have been around mid morning, so everyone else would be waking up and getting ready for breakfast. Fortunately, Peter had a sizable breakfast packed and waiting for him, courtesy of Twilight's assistant/friend Spike, who had some trouble believing that the same masked hero from a few days ago was now a pony.

***

“Twilight! There's some weird stallion sleeping on the couch!” Spike shouted as he assaulted Peter with a newspaper, which only served to annoy the groggy stallion more than hurt him.

“Hey, could you please give that a rest, kid? I'm still beat from being… well, beat. I'd like to have a few more minutes of shuteye if you don't mind?”

The stallions blunt comment only made the baby dragon more irritated. Before he could continue his assault however, a lavender aura formed around him and levitated him away. It turned out that Twilight had heard the commotion and decided to investigate.

“Spike, I wouldn't like to think that you've been hassling our guest?” Spike shook his head in disbelief. Apparently the mystery stallion was meant to be here. The question was why.

The drake decided to find out. “So, who is he then if he's staying here? We never normally have somepony stay over... at all”.

It suddenly struck Twilight. Of course Spike wouldn't recognise Peter - he was in his human form the last time Spike saw him, and this was the first time the two had seen each other since that night.

“Well Spike, remember the weird creature I summoned with the book to fight the dragon? - That's him”.

Spike did a double take. If what Twilight was saying was true, then the stallion currently sleeping on the couch… was the being named Spider Man. “So, how did he turn into a pony then?”

A still groggy Peter butted in with his own theory, albeit just a bunch of sarcasm. “Wibbly Wobbly, Magicky Waggicky, or something like that…”

Peter's less than accurate description of what happened to him caused Twilight to give off a slight huff. In her opinion, magic was no laughing matter, especially when it pertained to something like this. “It is not ‘Magicky Waggicky’ Peter, it's a little more complicated than that”.

Hearing the annoyance in her voice, Peter decided to push a little further. “Well, according to you and Celestia, it was the magic of this world that transformed me, hence Magicky Waggicky. It's not as complicated as you make it, Sparklebutt”.

Now the line had been crossed. Making light of magic was one thing, but making fun of her name was something else entirely. Noticing that Peter was completely oblivious to his surroundings, Twilight quietly went into the kitchen, filled a jug with water, added a spell that lowered the water’s temperature to freezing level, snuck up to Peter and dunked the whole jug on him.

The shock of the water quickly woke Peter. As he leapt off the couch, the force of his jump sent the piece of furniture straight into one of the many bookshelves in Twilight's library, causing a domino effect on the other shelves. One by one they toppled over until there were none left standing. All that was left was a broken couch, several broken shelves, and several hundred books on the floor in piles.

Spike huffed and crossed his arms. “You two can clean that up”.

***

In hindsight, perhaps Peter shouldn't have teased Twilight. True enough, it was magic that transformed him, but the ‘how’ and ‘why’ were still unknown. However, in a gentlemanly fashion, Peter had volunteered to clean the mess while Twilight used her magic to repair the items that were broken. Afterwards they both apologised and laughed it off for the rest of the morning.

Looks like I've ended up with some good people here. And heck, Twilight had every right to object to me staying at hers, but she let me. I'll have to thank her one day.

Checking the sky again, Peter noticed it must have been quite late in the morning. Next time he would have to fly just to get to a decent spot - and he hadn't even found that yet after hours of walking.

Suddenly, up ahead he noticed what seemed to be a canyon. He ran over for a better look. It was indeed a canyon. And a pretty big one at that to. Ideal for training.

Perfect! Not only will this give me the ideal space to train, but I'm pretty far off from Ponyville to cause any hassle. Plus I can go a little gung ho if I feel like it… but just to be sure, I'd better put on my suit (what's left of it).

Using a simple levitation spell he had been taught by Twilight, Peter removed his knapsack and began to rummage through. In amongst the food and other supplies, was the tattered remains of his Spider suit. What hadn't been torn apart by the dragons assault had been ruined by his new horn and tail poking through the material. Unfortunately it was all he had until he could get a replacement more accustomed to his new anatomy.

Once the suit was on (and double checked for security), Peter looked over his training ground. Mapping out a flight pattern and some targets, he decided it was time to begin. Focusing as best as he could, Peter willed whatever magical energy he had to work.

Suddenly his horn began to glow a faint white as the spell was cast. Peter felt the weight of his body shift, but not so much to cause him duress. With everything ready, Peter peered over the edge of the canyon… and fell.

***

Back in Ponyville, Rainbow Dash was busy going about her daily routine. As Ponyville’s weather manager, it was her duty to keep the weather patrol in check and on time. She would also deal with the weather herself from time to time, but it was mostly up to the other ponies.

Most days were pretty mundane, as they only consisted of either sunshine or mild rain. Occasionally there was the odd storm to prepare, but apart from that it was rather boring. As there wasn't much to do today, Rainbow was spending her ‘free time’ taking a nap - something she did quite a lot at work.

On the ground just below Rainbow’s sleeping cloud was Pinkie Pie. From the looks of things, the pink earth pony was after the pegasus’s attention, as she seemed to be surmising a way to reach her. For most ponies this would be impossible (unless they were also a pegasus), but Pinkie had a reputation around Ponyville for being able to defy the laws of physics somehow. So reaching the slumbering Rainbow Dash should be easy.

Rainbow was enjoying her snooze, when she suddenly began to stir at the sound of hooves on wood. She started to become roused from her slumber, picking herself up in her otherwise sluggish state.

“What's going on?”

Looking around she tried to investigate the source of the sound, to no avail. It wasn't possible for any wood to be near her up here.

Just as Rainbow was about to look over the edge of her cloud, Pinkie popped her head through, bringing her face to face with Rainbow, all the while wearing a massive smile.

“Hiiiiiii, Rainbow Dash!”

The sudden appearance of Pinkie startled the blue pegasus, causing her to jump backwards and off her cloud. However, Rainbow quickly regained her composure. Being an experienced flyer enabled her to recover from precarious situations.

Once Rainbow began to hold a steady hovering position, she quickly noticed the extremely long ladder that led from the ground to her cloud. A ladder Pinkie somehow acquired.

Speaking of Pinkie, the pink mare was descending the ladder by sliding down the sides. Rainbow descended at a quicker pace to meet her on the ground.

“A warning would've been nice, Pinkie. You popping up out of nowhere half scared me out of my fur!”

Rainbows slight outburst caused Pinkie to reel back, her mane deflating slightly. But just as quickly as Rainbow was mad, she became calm. Pinkie never meant any harm - it was in her nature to be hyper and random.

“Sorry Pinkie. I'm just a little cranky from lack of sleep. What's up?”

True to her nature, Pinkie livened up again as quickly as she had went depressed. With her smile back, Pinkie reached into her knapsack and pulled out a flyer. Rainbow examined it, her own face being the first thing she saw.

“Well, the Rainbow Dash fan club is hosting a party for you today. And it starts in about half an hour. You wouldn't want to disappoint all those fillies and colts by not showing up, would you Rainbow? All your loyal fans, heartbroken by their idol not -”

“OK, OK, I get it! C’mon then, let's get moving”.

As much as Rainbow wasn't up for parties today, Pinkie did have a point. She had a reputation to maintain and ditching the party was the last thing on her mind. She was the Element of Loyalty after all; that meant being loyal to her fans as well.

On the way through Ponyville, Rainbow and Pinkie noticed there seemed to be a lot of excited ponies gathered around some wooden boards. Deciding to investigate, the two friends decided to check out one of the less crowded boards. A picture of the dragon from last week took up most of it, but it seemed that the main point of interest was a red and blue blur rocketing towards the dragon.

Above the board, a banner read in big, bold lettering - MYSTERIOUS HERO SAVES PONYVILLE.

“Must be pretty tough to take on a dragon that size”.

Rainbow and Pinkie turned to see Lyra Heartstrings, the local lyre player, but was just as known for her eccentric ideals on the existence of mythological species. If only she knew about what Peter really was - she'd go crazy.

“Well of course you'd have to be really strong to fight a dragon! They're really big and scary. Besides, from what I saw, Pe-” Rainbow Dash cut off Pinkie before she could blather out Spider Man's real name. This got Lyra’s attention however. Noticing this, Rainbow thought quickly on the spot to try and cover for Peter.

“What she meant to say was that… Spider-Mane is quite tough and brave, but even he needed a little help”. This seemed to get Lyra’s attention more than Pinkies rambling. So this mystery hero did have a name. And seeing as Rainbow was privy to this knowledge, Lyra decided to get her to tell the other towns ponies.

“Everypony! Come quick! Rainbow Dash knows who the hero was that saved the town!” The declaration got to everyone in the nearby area, and the chatter spread fast. Soon an entire crowd surrounded Rainbow, with the expressed intent of hearing about the new hero - Spider Mane.

Realising she had dug a hole, Rainbow decided to just go with it, figuring a little publicity for Peter couldn't be that bad. “Yeah, well like I said, he's strong, but I had to help him out. While he distracted the dragon I got everypony to safety. By the time I came back to help with the fight, the dragon had already run off - too scared that I was about to kick his butt!”

Even with her grandstanding tale, the crowd wanted to know more about the mysterious Spider-Mane. Questions such as ‘what did he look like?’ and ‘where does he come from?’ were asked in droves. Questions Rainbow couldn't and didn't want to answer. In the rush to quiz Rainbow about the new hero, several worker ponies had forgotten about the grand piano they were hauling up to a second floor house. With the weight straining on the rope it began to snap.

Derpy was puzzled by the large gathering of ponies that surrounded Rainbow Dash. Curiosity got the best of her and she began to trot over. She was so oblivious that she didn't notice the grand piano dangling above her. Rainbow did and hovering over she cried at the top of her voice.

“Derpy… Watch out!”

Too late as the rope snapped, and the piano was taken by gravity rushing quickly to the ground… and Derpy. As fast as Rainbow was, she knew she was never going to make it in time. The crowd of ponies watched in horror as the grey pegasus was about to be crushed…

Suddenly, a red and blue blur came out of nowhere, and stopped beside Derpy. The mare had her eyes shut, waiting for the inevitable. Once It dawned on her that she was still alive, she slowly opened her eyes and looked up.

Standing before her was a pony in a red and blue costume, one his two hind legs, holding up the piano with just one of his front legs. A cheer formed from the towns ponies as they rushed over to thank and welcome their new hero. Derpy was the first to thank him.

“Thank you oh so much! I didn't see the piano at all. My vision doesn't exactly help”. Even though his mask was on, Peter was blushing slightly - he was after all surrounded by what seemed to be admirers. Something he had never really been accustomed to. Seeing as he had the opportunity, Peter felt it was best to reinforce his intentions.

“Not to worry, everypony! As long as I'm around, I'll make sure you're all kept safe!” As the cheers and jubilation peaked, Peter made his exit, moving so fast that no one saw him leave. It took a few seconds for the ponies to even register he had gone. Derpy was slightly flustered. Everypony was a little bewildered - almost everypony.

Rainbow was the only pony that wasn't caught up in the excitement. She knew very well what Peter was capable of, more so than others. Even though she had been told to evacuate with the others during the dragon attack, she had secretly found a good vantage point and watched the remainder of the battle. She had seen fully the power that Pete held.

“Looks like your back on your hooves, dude”.

Some time later, after the town’s ponies had dispersed from the excitement, Rainbow and Pinkie went off to the party being held by the Rainbow Dash fan club at the Crusaders clubhouse. Just as they came in sight of the clubhouse, they noticed the small gathering of fillies and colts standing outside, each wearing a rainbow coloured wig.

One of the fillies ran up to Rainbow. She had an orange coat, and a dark purple tail. Her mane was also covered by a rainbow wig. “Hey, Rainbow Dash! Glad to see you could make it!” Seeing her number one fan made Rainbow smile. Being reminded that there was somepony who looked up to her gave her a boost of confidence  (like she needed it).

“Like I would miss this, Scootaloo. You can never have a Rainbow Dash party without the mare herself!”

Scootaloo began to cheer, along with the other fillies and colts. They're idol was here, and it was time for a celebration. Rainbow walked over and began to mingle with her other fans, while Pinkie went to the nearby table and began to eye the cakes and other treats.

Back over with Rainbow and her fans, the blue pegasus was being quizzed by the children about her flying techniques. Some were even under the impression that she was the one who beat the dragon.

“Well, it wasn't actually me, it was somepony else”.

This peaked the children's interest. Scootaloo ran right up to Rainbow, a determined look in her eyes. “Who was it, Rainbow Dash? Who?!”

Rainbow scanned over the sea of pleading eyes. She had went and done it. She had given all the attention to Peter without even realising it until the damage was done. Might as well give them what they want.

“Well, it's a pony called -”

“-Spider Mane! There he is!” Pinkie cut into Rainbows sentence, causing the attention of the fillies and colts to divert behind them. Turns out Pinkie was correct. Standing not too far from the Crusaders clubhouse was Spider Mane, seemingly doing some exercise. Rainbow took a look while she could, aware of the fact that Peter could move faster than anyone could look.

Something easily noticeable was that his costume seemed to be more torn apart than when she had last seen him. What had he been doing? Perhaps he got in another fight. Those questions were quickly dismissed as Rainbow had now noticed that her fanclub had a new gem in their eyes.

On the other side of the field, Spider Mane was practicing his fighting moves, making sure that his new body was in line with his instincts. It was crucial that he be at peak performance for the rematch with the dragon. He wouldn't be beat again. Unfortunately, Spider Mane was so caught up and lost in his own mind, he hadn't realised where he was.

Bringing himself back to reality, Peter realised that he wasn't alone. Looking on the other side of the field, he saw the small gathering of fillies and colts near a tree house,  with what seemed to be Rainbow Dash and Pinkie Pie standing with them. Seeing that he hadn't landed in a secluded spot, Peter sped out of the area, leaving a red and blue streak in his wake.

The children were ecstatic. They had seen Ponyville’s new hero - nay, superhero. They began to mingle and chatter about him, some commented about his speed and cool moves, and others gushed over his suit, saying they wanted one just like it. In amongst the chatter however, they slowly began to forget their original intent for being where they were - and who they were here for.

Rainbow was stunned. In a matter of seconds, she had been the centre of attention, and then completely shoved to the side. It was the Mare-Do-Well incident all over again. She was being seen as the inferior hero… again. But this time, she wasn't going to let it stand.

***

Ah, what a day. Not only did I get a fair bit of training done, but I was able to introduce myself to the townsfolk, albeit in a not so formal manner. Good thing I was moving through the town at the time, or that poor mare would've been crushed. Hope she's not too shaken up. Then again, at least she's in one piece - can't say the same for my suit anymore.

Looking over his costume, Peter decided to call it time. His activities throughout the day had taken its toll and had completely ruined what was left of his costume. Then again, he expected this. His Spider Man suit was meant for comfort and flexibility, and some degrees of combat. It was never meant for hours long intense training - back on Earth Peter had specially created suits for such things.

However, for as much damage had been done to Peter's suit, he himself didn't get away without a scratch. The entire day, the stallion had been pushing himself to his limit, as he had done every time he trained. It was pretty much embedded into his being that he had to push himself to get stronger. Not a day went by that he didn't almost kill himself just to become more powerful,  because he always had the incentive, the drive to do so.

But now was the time to relax, and considering Twilight and Spike were out, Peter could take this time to chill out. Throwing the remains of his suit on the couch and then himself, Peter began to fall asleep.

But before he could fall unconscious, he heard pounding on the door of the library. Peter cursed under his breath, but got himself under control. He was tired and cranky, but there was no reason to lose it.

Walking over, rather slowly, Peter wondered who was even at the door. Twilight wasn't home, so it couldn't be one of her friends. Perhaps a delivery. His concentration was thrown off by the constant banging on the door.

“All right, all right! Hold your horses… Ow, bad, unintentional pun. Bad Parker, bad!”

Peter finally (and begrudgingly) reached the door. Just as he began to open it, it was forced open from the outside. Thanks to his quick reflexes, Peter dodged the door before it smacked him. Standing at the door, was a seemingly mad Rainbow Dash.

“Ah, hi Rainbow. What can I do you for?”

However, it didn't seem like Rainbow Dash was here for friendly conversation, as she closed the gap between herself and Peter, so much so that they were nose to nose. Peter noted the glare that she gave him.

“You and me, Parker. Hero off. Now.

Peter was confused.

“Eh… Pardon?”

A Lesson in Heroics Part II

A Lesson in Heroics Part II

“I said a hero off, Parker. I want to challenge you to see who's the better hero!”

Peter was still confused by the cyan mare's rather sudden demand. What had he done that brought this on? He hadn't even spoken to Rainbow all day and the only time he had seen her was when he was practising in the field. Perhaps he had interrupted something she was involved in.

“Look, Skittles, I have no idea what made you want to challenge me all of a sudden, but I don't see how any competition is going to solve it. Heroes don't compete against each other - that just creates more problems”.

Most of what Peter said flew over Rainbow’s head. One thing that didn't was the nickname he had decided to give her. “What the hay are Skittles? And never mind why I want to, I just want to show I'm the better hero”.

“Well, they're a brand of candy back on Earth - they have all the colors of the rainbow. And because you do too, I've decided it should be your new nickname. But back to the matter at hand, I need a more valid reason than ‘because you want to’. I'm not here to compete with you, Rainbow. I'm here to help”.

Even though Peter was being sincere, it didn't register with Rainbow. “If that's the case, then why is the whole town suddenly rooting for you? There's practically a bandwagon already, and you've only just shown your face”.

“A bandwagon? For me? I had no idea. Guess I just blanked on the concept of ever having a fanbase”. It was genuinely surprising for to Peter to find out that the residents of Ponyville had taken a shine to him, as back home he was mostly seen as a menace and a criminal.

But again, the sincerity of that Peter said was lost on Rainbow, as her jealousy was getting the best of her. “Yeah, everypony loves you, and your rubbing your face in it! So I'm gonna prove that I deserve the attention more than you do!”

Jeez, massive ego anyone? What is with this girl?

“Nopony messes with my pride! I’ll show you and everypony that I'm number one around here!”

Peter began to grow concerned. He had seen this kind of behaviour many times - heck, he himself was once like Rainbow. Then again, he had grown up quite a lot in the four years he had been Spider Man. It seemed that Rainbow didn’t have the same level of experience he had.

“Listen, Rainbow, I think you're getting the whole hero concept wrong. It should never be about -”

Completely deaf to Peter's speech, Rainbow cut him off by butting her forehead against his. Even though it stopped his train of thought, it didn't hurt Peter in the slightest. And Rainbow seemed too mad to care.

“Look, Parker! I don't particularly care what you have to say. I'm just here to settle the score. So… are you in?”

Peter just groaned in defeat. From what Rainbow was saying, a hero off would entail something along the lines of tests of finesse and strength. And Peter was in a sensitive situation. His powers were on the fritz and prone to failure, or potentially being out of control.

For him to agree to this challenge could be disastrous. But until a situation presented itself where Peter could deduce if he was a potential danger, he may aswell go through with it. Well, at least until he saw what the challenges were.

“OK, Skittles, give me a time and place. And I'll be there”.

Rainbow’s face changed to an incredibly smug smile, finally getting what she wanted. “Sweet Apple Acres. Tomorrow at noon. I'll speak to Applejack to get a few things set up”.

After Rainbow gave Peter the details, she took off, assumedly for Sweet Apple Acres to get the hero off ready. As she disappeared beyond the horizon, Peter forced himself not to slam the door out of sheer frustration. This was the last thing he wanted right now.

“Why are girls the same in every universe? Tough to talk to and making my life a pain. Screw it for now! Shower, food, bed… “

Peter quickly examined the remains of his suit before going to the bathroom.

“... and a good tailor”.

***

Another early morning start; and not one that Peter had planned for.

The whole ‘hero off’ proposal seemed lost on him, as he had no intention of competing with anyone. But due to somehow wounding Rainbow Dash’s ego (the cause of which he had not yet been made privy to), Peter now found himself at Sweet Apple Acres, the local apple farm and Applejack’s place of residence.

The farm had that feel to it - the quaint, simple, and humble presence that Peter had heard of. Living in the big city for most of his life had given Peter a sense of refreshment when he saw the farm. It was unfortunate that he had only ever been to a place like this only once. Anytime Peter left New York was to either go underwater, to space, or another dimension.

Since only a select group of ponies knew about Peter's heroic identity, he had no choice but to wear the scraps of his suit that remained. Even though all that was mostly intact enough to function were his mask and shirt (barely). As he closed in on the barn, a familiar southern tone could be heard calling Peter's name.

“Howdy do there, Pete. Nice to see you up and early… unlike some ponies. The only reason I'm awake this time with ya was because Rainbow practically forced me to set up gear for this ‘hero off’”.

Peter chuckled sheepishly, feeling somewhat guilty of Applejack’s inconvenience. Although from the looks of it, she had made the effort despite the fact that she was in a way pressured to do so. As Peter came up on the back of the barn alongside the farm pony, he noticed a few contraptions here and there that looked to be for athletic events. But there was a problem - none of these would suit him.

True, it all looked professional and well put together, but the reality was that none of it would be able to challenge Peter. If the idea was for Rainbow to show she could outclass him in physical feats, this wasn't going to cut it. However, Peter quickly remembered that Equestria didn't have Earth's technological advances, and therefore was limited in what was available.

“Thanks for doing all this, Applejack. I know it was out of the blue for you. But believe me… I know what that's like”.

Applejack giggled, knowing that Peter was still processing his first encounter with a pride - damaged Rainbow Dash. “Don't worry ‘bout it, Pete. Dash can be quite hot tempered, but she's nice once you get under her fur”.

As if on cue, a rainbow coloured blur closed in on the farm and flashed past Peter and Applejack, trailing a cloud of dust with it. As the dust settled, there stood Rainbow Dash bearing a smug grin. “Well, well. Look who actually showed up. Alrighty, Parker. Let's get this over with”.

Inside, Peter was groaning. There were a dozen different things he would rather be doing right now (mostly more training as his instincts weren't in tune with his new body yet), and this rather pointless competition was simply a waste of time. Why the stallion was putting up with this nonsense was anyone's guess.

“Look Rainbow, in all honesty I would rather not be here. I don't what's possessing me to do this but -”

“Shut it, Parker! You ain't backing out of this now!” Rainbows face was a sea of fury, and her attitude was unrelenting. Unfortunately for Peter, just to hear the end of it, he would have to go through with it. Applejack however was getting slightly fed up with Rainbows aggravations… and the cyan pegasus had just arrived.

“A’right, a’right, enough you two. It's gonna be a long day so let's get to it. First will be the strength test. It's pretty simple enough. All ya gotta do is give the bag your best kick. That's it”.

Applejack led Peter and Rainbow to a punching bag tied up to a wooden frame. This was where Peter started to see the problems with this competition. When it came to him anyway. And there was no chance he was going through with it now.

“Listen, Applejack. I can't do this”.

Applejack gave a concerned look, while Rainbow gave an angry glare.

“If I'm getting this correctly, Rainbow and I have to kick this bag, while you hold on to it and judge how well we do?”

Applejack nodded firmly, confirming Peter's guess was true.

“Then we're gonna have a problem. I'm sure when it comes to Rainbow, you're more than capable of handling anything she can dish out. Not saying she's weak, she's probably a tough pony compared to most. But me? I've traded blows with creatures that were made to destroy entire worlds. If I throw a kick your way, I'd send you past the horizon. And I'd rather not do that”.

Applejack blushed slightly, taken aback by Peters concern. Rainbow didn't share that feeling. “What did I just say, Parker? You are not getting out of this! How ‘bout you grow a backbone and deal with it?”

Rainbow’s statement made Peter's blood boil. He had just flat out pointed out why he can't do the challenge, and it flew over her head. “Well listen here, Skittles, how about you pull the wool out of your ears and listen?”

Both ponies were enraged to the point of butting heads again, although Peter was still holding back, still not wishing any harm to befall the cyan pegasus. But before the situation could escalate any further, Applejack stepped between the two and forced them apart… well more forced Rainbow back as she couldn't move Peter.

“That's enough! Both of you! Now come on, y’all are both full grown ponies! Act like it and let's just get on with it”. Rainbow turned away in frustration while Peter just stared into space. Applejack grabbed his attention by putting a hoof on his shoulder. “Look Pete, ah understand that you're scared you might hurt me, so we'll find another way to test ya, ok?”

Peter sighed, venting his anger before he did something by accident. Seeing that she calmed down one hot head, Applejack turned to deal with the other. “Listen Rainbow, you gotta give Pete a break. It's bad enough that he's new here, but now he's got you making him uncomfortable”.

“He's clearly not uncomfortable if he's going around stealing my spotlight. I’m the hero of Ponyville, not him”. Rainbows words were like venom, aimed straight at Peter. This made the stallion realise that there was no way to convince her, at least with words. If she wanted to prove herself against him, then by all means she can try.

“OK then! Skittles. You wanna show that you're the better hero… then let's do it!”

Rainbow grinned slyly. She was getting her way. Realising there was no way to stop the madness, Applejack walked up the punching bag and stood behind it. She then used the bag to balance on her two back legs, whilst steadying herself so that she would stop the bag from moving if force was applied. “OK,  Dash. Your up”.

Rainbow trotted over to the bag and turned around, getting herself in the right position. Once she was sure she was ready, she reeled back with her hind legs and bucked with all her might. The force moved Applejack slightly, but she remained in place all the same. “Well done Dash. Some pony's been working out. That beats your previous record”.

“Ha! I knew I was getting better - better than this stick thin colt anyways”.

Beneath Peter's mask was an expression of rage. The only reason he looked thin was because he was massively suppressing his strength. So in order to prove Rainbow wrong (and get her to leave him be), he had to do a feat of greater significance. Looking around he saw a boulder just a few feet away.

“OK. Well seeing as you punched a bag, I'll do something a little bit bigger… and tougher”. Peter began to walk over to the boulder, followed by Applejack and Rainbow. As they neared it, Rainbow began to snicker. Applejack looked confused.

“Pete, you can't be serious. It's a really big rock. You'd be hurtin’ yourself”.

“Yeah Parker. You'll break your tiny little legs and make yourself look like an idiot. C’mon, just do the bag like a normal pony”.

Standing before the boulder, Peter began to channel his strength, which caused his body to bulk up. The ground beneath him began to crack and crumble. The two mares began to feel the energy exhuming from Peter, with Rainbow beginning to feel slightly worried.

“I'm no normal pony!”

Peter thrust his hoof forward with all his might, instantly shattering the boulder as it made contact. Dozens of pieces of broken rock scattered across Sweet Apple Acres, creating small holes where they landed. Once the rubble settled, all that was left of the boulder was the hole where it once resided.

Applejack and Rainbow were stunned at the display of strength, the former gathering her senses quickly. The outcome was clear. “Sorry Dash, but Pete is the winner. Quite clearly”. This would have registered with Rainbow, had she not still been in awe over Peter's feat.

“Dash, shall we continue?”

Rainbow finally snapped out of her phased state. Trying to keep herself preserved, she instantly switched back to being angry. “Yeah… yeah let's go! So what, Parker broke a rock - big whoop!”

Applejack looked over to Peter, who had now calmed himself. The force of the punch had removed whatever was left of Peter's costume on his right hoof. Yet surprisingly enough, the hoof itself was undamaged.

“Hey Pete? C’mon, we've still got the next challenge to do”.

Peter's mind returned back to him as his focus came back to reality. Looking over he saw Applejack’s face was a mix of confusion and fear. Then again if he was in her position and someone just obliterated a big piece of rock in one punch, then he'd be pretty scared too.

“Yeah ok. I'll be right with you”.

Applejack smiled, some sincere friendliness coming through the fear. But she still wondered if Peter was capable of any self restraint. He didn't even seem to take into consideration the damage that was caused. Gazing over the field she saw that much of the debris had destroyed several trees. It may not have been detrimental to her business, but all the same, somepony could have been hurt.

“What have you started, Rainbow?”

***

It was now around midday. Peter, Rainbow Dash and Applejack were heading to a more out of the way location for the second challenge. Even though Rainbow insisted they could do the challenge around Ponyville, Applejack had insisted even more that it be out of the way of anypony, just incase if there would be any accidents. It was obvious that Rainbow wanted the challenge in town just so she could show off.

On the outside it looked as though Applejack had ensured no one else was around so that Rainbows ego wouldn't be inflamed. The truth was that the farm pony was afraid that something could happen akin to earlier. It was clear that Peter's abilities surpassed most ponies in Equestria. If he was going to go all out again, having zero ponies in the area was the safest idea.

“Sorry Dash, but as much as I'm sure you'd love to show off in front of everypony, you tend to get far too competitive for your own good”. This made the cyan pegasus grumble. She wanted an audience to view her when she beat Peter at the one thing she was good at - flying fast.

“Fine. I guess I'll just have to deal with it. At least I'll have you to tell everypony how badly I kicked Peter's flank in this race”. Both mares looked back at Peter, who was for some reason keeping his distance. Applejack had thought earlier that he was still mad, but from the way he was holding himself it seemed to be more… guilty.

Applejack slowed her walk to come parallel with Peter. “Hey, Pete? You ok under there?” The farm mare’s voice brought Peter out from his inner thoughts. Looking up, he came face to face with Applejack, a look of concern strewn across her features. And so she should. What he had done was out of order. He had allowed his annoyance towards Rainbow Dash to boil up and explode in a rather immature way. He removed his mask, showing Applejack the guilt she knew he was bearing.

“I’m so sorry, Applejack. What I did back at the farm was completely below me. I was just frustrated. After this is over I'll clean up the mess I made, I swear”.

Applejack was slightly surprised. She was aware that Peter was a bit of a hothead, quite akin to Rainbow, but from what she heard he was quite reserved most of the time despite his incredible strength. It was also true that Rainbow had quite the tendency to get under ponies fur. Peter seemed to have fallen victim just easily as the rest.

“Thank you kindly Pete. Ah do realise that Dash ain't the easiest mare to get along with, but sometimes you gotta ignore her ego. True enough, you won. But you caused a lot of damage. All of which you'll have to work off. Running that orchard ain't cheap”.

Peter hung his head in shame. His fit of rage had cost someone part of their business. It would seem that the stress of living in a new world (not to mention Rainbows incessant boldness to one up him) had pushed Peter to his edge. Perhaps some relaxation was needed after today.

“You have my word, Applejack. I'll work off everything I owe”.

With the drama out of the way, Applejack gave Peter a firm hug, which he returned. However, the mood was interrupted by a certain pegasus.

“Hey! Move it you two! We're burning daylight!”

The two broke the hug and sighed. Applejack gave a firm chuckle. “Just power through it. Try to have some, but keep yourself in check ok?”

Peter nodded and the two set off again at their own pace, not bothered about Rainbows impatience.

***

After a several mile trek, Peter, Rainbow and Applejack finally reached their destination. They came upon what appeared to be a massive gorge. Mist and fog covered most of the area, giving it a supernatural feel. Rainbow walked up beside Peter and elbowed his side.

“Welcome to Ghastly Gorge, Parker. This is where we will have our race challenge”.

“Doesn't look particularly safe - then again in my line of work, I've never known the meaning of safe. So, what are the rules?” Peter asked as he looked over at Applejack. The blonde mare nodded in response.

“The rules are pretty simple. Both of you will do a full lap of the gorge. I'll obverse from that central pillar to make sure none of y’all cheat”. She snarked with a quick glance at Rainbow Dash.

“The do nots of the race are as follows - No flying above the gorge to get an advantage, no destruction of obstacles to hinder your opponent. No grabbin’ or shovin’, just no physical contact. And Pete, just to keep it a little bit fair, no usin’ that power up thingy ya got, ok?”

Peter nodded. “Seems only right. If Skittles here gets no boosts, then neither should I”.

Rainbow could be heard chuckling. “Ha! C'mon Applejack, don't handicap the poor guy. He'll need all the help he can get against me”. Peter rolled his eyes, trying his best to keep his annoyance under control.

“Oh please, Skittles, if I can keep up with the Flash on a good day then you should be no problem. Let's just keep it a clean race shall we?” Peter raised his hoof towards Rainbow. She looked at it confused. Grinning she bumped it with her own. Looks like Peter was thinking her way.

“Bring it, Parker!”

Rainbow led Peter to a ledge in the gorge, which the stallion surmised would be the starting position. While he got his bearings together, Rainbow went back up to take Applejack over to a large pillar that would serve as her lookout, giving her a full view of the gorge to make sure both participants were playing fair.

Once Rainbow returned, the two racers began to stretch. Out of the corner of her eye, Rainbow noticed that parts of Peter's suit were clinging to him tightly, showing off muscles that she hadn't seen, or even bothered to see before. Looks like he wasn't as skinny or puny as she thought.

Just make it a good race, Parker.

Content with their warm up, Peter and Rainbow took their places at the end of the ledge, the pegasus flaring her wings and the unicorn channeling his energy to allow him flight. Seeing that they were both ready, Applejack raised her hoof ready to signal the start.

“Alright, ponies. Are ya ready?” Peter and Rainbow nodded sharply, both looking like they were about to pounce.

“Ready, Set…” Applejack dropped her hoof.

“GO!”

The two ponies took off, their combined power sending a gust of wind up the side of the canyon. Already Applejack was struggling to keep her eyes on them with the speed they were going at. She could see that they were both neck and neck.

Down in the gorge, Peter and Rainbow were dodging several pillars placed throughout their race pattern, with Rainbow weaving through them and Peter doing sharp turns around them without loss of speed. After clearing the pillars, they came up to a cave system filled with small holes and craveses, which was again easy enough for both ponies to dodge.

Peter and Rainbow finally exited the cave, and came up to a narrow path through the gorge. Rainbow had almost forgot to tell Peter what was up ahead - mostly because she wanted to see how he would act under pressure. “Hey Parker! I forgot to tell you - watch out for the quarrey eels! They nest within the walls of the gorge”.

Peter couldn't believe this - Rainbow had kept something about the course secret until they got there. He wasn't particularly worried though. Chances were they wouldn’ be able to touch him. “Cheers for that Skittles! Way to have that ‘fair race’ we agreed on!”

Rainbow just laughed. “Oh come on, Parker. What's life without a little risk?”

Just as they came up on the eels nesting spot, Peter sensed something coming from within the wall… and then he saw it. Something Rainbow also forgot to mention - they were gigantic. As soon as one was out, more started to appear. Between his senses and quick reflexes, Peter was able to dodge practically ever eel. The same couldn't be said for Rainbow.

She was struggling to get out of the way of the eels as they frantically moved around, trying to get the two ponies and eat them. Suddenly, one of the eels aimed straight for Rainbow, and she didn't see it coming… until it was on top of her. But before it could get her, Peter appeared at blinding speed and pushed Rainbow out of the way of the eel… but had put himself in the firing line.

The eel’s snout bashed right into Peter, sending him into the cave wall and causing most of it to crumble and break. Most of the eels that were out from their nests were struck by the debris. However, the one that had caught Peter was looking for its prey… only to have said prey strike it in the snout, forcing it backwards and slamming into the opposite wall.

With the whole gorge collapsing, Peter moved as fast as possible to avoid being buried alive.

Rainbow had already cleared the rest of the course and landed at the finish line. Looking over she saw a rather disappointed Applejack. Confused she flew over. “Why the long face Applejack? I won! I totally proved I'm the better flyer!”

Applejack wasn't amused. She had seen what happened at the eels nest. “Ah think you should be ashamed of yourself, Dash. Pete saved you from becoming eel chow, and you didn't even stop to make sure he was ok”.

As if on cue, Peter landed behind Applejack, the remains of his suit falling to pieces. All that was left was his mask and one leg. Deciding it was pointless to keep the rest, he discarded the mask and the leg piece. As soon as his mask was off, the two mares saw nothing but anger.

“Thanks Rainbow… thanks a bunch. I risk my neck for you, and you fly off without even checking if I was a corpse or not. I wouldn't like to think you treat everybody you compete against like this”.

Rainbow grinned. “Oh please, Parker. Don't be such a grumpy filly. We both know you would've been ok. You took that dragon easily enough. It's just a couple of giant eels”.

This did little to quell Peter's anger. True, he was tough enough to take a fair amount of punishment, but it didn't change the fact that Rainbow just forgot about him for the sake of the race.

“You can't just do that, Rainbow. If you get so competitive that you disrespect your opponent, no one will respect you back. It's a two way street”.

It was then that Rainbow realized her folly. She was getting too competitive. She had almost left a pony for dead, despite his strength. Even so, she still wanted to prove herself.

Then something came back to her. Something she should have taken into account before the race. Back a few months ago.

The race to decide who would get to be my pet. I was just as rash then. I was unaware of what was around me. It took Tank coming back to get me out of that boulder I was trapped under. He saved my life. And now Peter's done the same. But this time he's the one who got left behind.

For Rainbow, history had repeated itself. Only this time she wasn't the victim of her own hubris. Someone else paid for her mistakes.

“Ah don't know what was going through that head of yours Dash, but regardless of what Pete is capable of, ya don't leave a pony behind. You should know that better than most.”

Rainbow hung her head, the shame and guilt finally sinking in. Her ego threatening to destroy a potential friendship with someone who only a few days ago almost died defending her friends.

“Fine. I'm sorry. I got caught up in the moment. You're right Applejack. I should know better. I just… I just… “

The words just couldn't seem to form. Rainbow tried to make an excuse, but nothing came out. It was as if something was compelling her to tell the truth. With a sigh she was beaten.

“The truth is I'm scared. Scared that somepony with your powers just came out of the blue. You're a tough guy, Peter. So much stronger than anypony else in Equestria. I just wanted to see if I could stack up against you. But from the looks of it, even I don't stand a chance.”

Peter was shocked. So all this… was to see if anyone could keep him in check? It sort of made sense. On Earth there were easily a few dozen heroes stronger than him. If he was mind controlled or if he went to the other side, there were many that could detain him.

But here in Equestria it was a different story. There were no super powered beings. Odds were that there was only one individual capable of competing with Peter in every aspect - Princess Celestia. From what he had heard, Peter concluded that Celestia must be powerful. After all she was capable of raising the sun!

But Rainbows words still rang some points. The populace would be split on his sudden appearance.

“I never knew anyone would feel that way. All I'm here to do is help. Then again, those who can't protect themselves often get scared when those stronger than them show up. I am sorry that I've made you feel this way, Rainbow. And I'm sorry again to you Applejack. I guess you feel the same way.”

The farm pony gave a heavy sigh.

“Kinda. I mean I've never seen anypony like you before. And I've seen a fair bit since becoming friends with Twilight. I don't doubt you mean well, but I'm only being cautious Pete. My family, my friends - they all live in Ponyville. I just have to be sure that nothing will happen to them just because you can't control yourself.”

Well the day's proceedings hadn't given anyone faith that Peter could keep himself in check. Especially himself now that he looked back on it. It honestly hadn't been easy over the past couple of weeks.

“I guess I've just been losing my mojo. It's just that recent events are piling on the stress. And guess even someone like me has a breaking point. I promise you both, after some TLC I'll be in better shape - Scouts honour!”

Peter raised a hoof to signify his vow. Applejack and Rainbow smiled in recognition.

“I guess I was wrong about you Parker. Your a cool guy after all. But don't take that as you getting off the hook. Something tells me you were holding back in there. One day, I wanna see how fast we can really go.”

“You ain't giving up that easily are you Skittles?”

“Not a chance!”

Both Applejack and Peter had what seemed like the hundredth sigh in unison. They both seemed to notice that fact and let out a chuckle. Peter extended his hoof towards Applejack.

“Hold tight and I'll take you back over”.

Applejack took hold and they both began to lift from the ground and back over to the other side of the gorge. As they landed, Applejack let go of Peter and fixed her stetson as it was falling off. She gave Peter a hearty smile. The stallion had actually began to notice more of the farm pony now that he was properly looking.

Yknow, for a pony, she's really cute. Wow, I just called a pony cute. Either I'm going mad… or just going native. Then again, can't be all bad. She's been nothing but nice since I got her. I can't even stay mad at Rainbow either. She's just as adorable. And like Applejack said - it's in her nature to be competitive.

Unfortunately the smile disappeared. “Sorry I can't go on any further. I gotta get back to the farm. Those apples ain't exactly gonna grow themselves ya know”.

She looked over at Rainbow and a stern look blanketed her features.

“Look Dash, for as competitive as you get, and as big as your ego gets, don't be too hard on Pete anymore. I'd like to think the three of us understand each other a little bit better now.”

“Not to worry. The challenges are done anyway. I'm calling it off for now. Besides, I've realised I'm not helping Parker here by being all in his face. Time for me to realise that Ponyville can have more than one hero.”

Peter nodded in approval. It looks as though he had finally got through to Rainbow. However, it didn't change the fact that she had went too far initially.

“Good to hear it. All I want to do is help here anyway. But you have to remember to keep your ego in check. It's ok to brag sometimes. But not at the expense of others. But I'm sorry if you felt like I was trying to upstage you.”

Rainbow looked back at Peter, a look of guilt in her eyes.

“I know. I just thought that you were after my fans. Then again it's not your fault ponies like you - I mean you swooped in out of nowhere and saved Derpy. I was too caught up in the attention that somepony almost got hurt… or worse”. Peter walked up to Rainbow, and placed a hoof on her shoulder.

“Look Rainbow, I don't do this hero stuff for fame and glory. I tried that. It didn't end well. I use my powers to protect those who are innocent because it's the right thing to do. Back on Earth I went from one place to the next, never waiting around for praise or thanks. It's not what a hero does.

“Not a true hero anyway. Just look at it this way. If you have the ability to help someone, and if you feel as if you should help that someone, then do it. As a wise man once told me- With great power, Comes great responsibility”.

From the looks of it, Peter's words had actually gotten through to Rainbow, as she was staring intently into his eyes. As he removed his hoof, the pegasus came back to reality, slowly processing everything she had been told.

“So that's why I'm a bad hero - I look for the reward, not seeing the action itself of saving somepony as the reward. Wow, I honestly never looked at it that way, even after all my friends kept telling me”.

“Maybe what you needed was another hero to tell you how it's done. You can be great, Skittles. And it's ok from time to time to show off. But if it's at the detriment of those around you, then you need to take a step back. Be a hero for the people you swore to save, not for yourself”.

It all began to make sense to Rainbow - her ego held her back. She needed to rethink her stance on being a hero if she was doing it all wrong. But it would seem she would have a good teacher. With a new smile she extended her hoof towards the stallion.

“Well, why don't we keep Ponyville safe together. No competition. No rivalry. We do our job as friends”. Peter returned the smile and bumped his own against Rainbow’s. “Then I look forward to working with you, partner”.

Just as the two were finally making up, a roar could be heard from the gorge below. But before anyone could look over the side, the source of the roar presented itself - a massive dragon. Not the one that had attacked Ponyville several days ago, but was still intimidating to look at. It landed a few feet from the three ponies with an aggressive look on its face. Peter stood his ground against the beast, while the two mares slowly backed away. Even Rainbow knew she was no match for it. She had tried fighting a dragon before and it didn't go well.

“WELL, WELL. LOOK AT THESE LITTLE MORSELS THAT HAVE PRESENTED THEMSELVES”.

Rainbow and Applejack gulped. The dragon had every intention of eating them. Peter on the other hand wasn't phased.

“Sorry buddy but these ‘little morsels’ aren't for munchies. So how's about you fly on off before I break something?”

The dragon burst out laughing. “IS THAT SO?! DO TELL HOW A TINY CREATURE LIKE YOU CAN HURT ME!”

Peter grinned. “Why tell you… when I can show you!”

Just as he finished, Peter was gone in the blink of an eye. As the dragon looked around for him, he reappeared just above the beast and brought his hoof down on its head, creating a shockwave as it connected. The force caused the dragon's head to recoil and whip back. A snap could be heard as something broke from within the beasts upper body.

With no sense of balance and something fractured or broken, the dragon began to stagger backwards towards the gorge. As it neared the edge, it only just stopped itself from falling, only to have Peter launch himself into the dragon's torso and push it over.

Unable to save itself, the dragon fell to its potential doom, roaring all the way. Peter touched back down and walked over to the edge. He looked over just in time to see a plume of dust from where the dragon landed.

Certain that it was out of commission, Peter turned to the girls - who were in a state of awe from what they saw. But they quickly snapped out of it, and the reaction of one mare changed.

“Woah! That. Was. So awesome!” Rainbow’s face was practically glowing. Peter's feat seemingly being the final piece to sway her over to his side. “I think we can call that the final challenge - the test of bravery. So, that makes you the winner for today”.

This got a sheepish chuckle from the stallion, and a small blush to go with it.

“Well like I said earlier, it's not about looking good, but thanks all the same”. Suddenly Peter's stomach began to growl, and Rainbow’s did the same as if in total tandem. Applejack laughed. “Well looks like you two heroes need a bite to eat. How about we all head back to the farm for dinner. And Pete, afterwards you can make a start on cleaning up your mess, ok?”

Peter made a mock salute with his hoof. “Yes ma'am”.

They began to head off home. Suddenly Peter felt something poke his side. He turned around and saw Rainbow with his mask in her other wing. She handed it over to him, but before he could take it, she took it her own hooves and slipped it over his head.

“You're gonna need that to keep ponies safe… Spider-Mane”.

Peter chuckled. “Spider-Mane eh? Who came up with that one?”

Rainbow blushed. “I did”.

This got another chuckle from the stallion. “Heh. Well thanks Skittles. I needed a new John Hancock while I'm here anyway”.

He bought his hoof up and Rainbow immediately bumped it. Applejack looked on back and saw the two, happy for not only them becoming friends, but grateful that someone had finally gotten through to Rainbow Dash.

“Cmon you two… we're burning daylight!”

Peter and Rainbow heard Applejack’s shout. The mare giving the stallion a sly grin. “Hey, race you back to the farm. You win, I'll help you clean the fields. I win, you gotta show me some of your moves. Deal?”

Peter said nothing, but instead took up a stance that indicated he was ready to race.

“Deal”.

Rainbow took up the same stance, and both ponies waited for a signal. Fortunately, Applejack had spotted what they were about to do and decided to humor them.

“On your marks. Get set. GO!”

Peter and Rainbow rocketed off, leaving a trail of dust and flying toward the sky, just as the sun was setting. However, Applejack had just realised she was in the middle of nowhere.

“Hey! Wait for me!”

A Troubled Mind

A Troubled Mind

Yet another early start. Something Peter wasn't counting on. And not something he wanted.

Even though Rainbow Dash had helped him clean Sweet Apple Acres (due in part to beating her back there in a race), he had still been up until late doing so even with the assistance. So once he returned back to the library, his plan was to sleep in late to make up for the day's activities.

Unfortunately a certain purple unicorn wasn't giving him any leeway. Twilight had insisted that Peter be up early for more magic practice, given that he seemed to be naturally adept at picking it up. However, Peter had countered that he be allowed a day of rest due to being up early two days straight. Unfortunately, it didn't work.

“C'mon Twilight, one lazy day won't be the end of me. Besides, between training and being forced into that competition, I'm beat. Just one day to get my strength back?”

Twilight gave the stallion a stern look. She had been trying to coax him out of bed (being the new couch which was compensated for by Princess Celestia) for the better part of half an hour. And he refused to budge, pushing the purple mare to the tipping point.

“And as I keep telling you Peter - you can't afford to waste a day of practice. The better you are with magic, the easier life in Equestria will be for you. And you'll be more prepared to defend yourself should another attack take place.”

Peter still grumbled and refused to get up. In his mind he was prepped for anything. The only reason he lost the other day was because his body had a slight ‘malfunction’ and his power faded. Next time he would make sure that wouldn't happen again.

“I know all the magic I need to know, Twi. If I can get better with the gravity spell, I can push my training further, get stronger, and be ready for threats that way. Learning more magic just seems like unnecessary overkill.”

In Twilight's mind, this was just sheer laziness. Not only that, but sheer incompetence on top of it. The fact that Peter was unwilling to expand his abilities just because of lack of sleep was appalling. But the motives were completely different. To Peter, it was a mockery of his abilities. Insinuating that he had to learn a backup skill set was just a smack to his pride as a warrior.

He had spent years perfecting his fighting style, techniques and abilities, and even longer becoming as physically powerful as he was. To say that all of his previous efforts were now useless didn't sit well with Peter.

“Look Twilight, I just don't feel it's entirely necessary, so if we could just drop it, that would be great.”

Twilight's face scrunched up in anger. She had officially reached the end of her tether. Her horn glowed with a lavender aura, which then formed around Peter and began to lift him from the couch. Peter did have the urge to fight back for a split second, but he quickly remembered the events of the other day and decided against it.

Sure of the fact that there would be no retaliation, Twilight made for the door with Peter in her magical grip. “Sorry Peter, but as your teacher, I insist that you study. If we get some decent practice in, then perhaps we can finish early. Deal?”

The young hero held his head in defeat. Looking at things long term, putting up with Twilight's lessons would keep her off his back in the long run. With a heavy sigh, he gave up. “Fine. It’s a deal.”

***

“Try again, Peter.”

The past couple of hours hadn't been particularly productive for the two ponies. The entirety of the day had consisted of Peter trying to do basic defensive spells and failing to do so, the reasons for which were still unknown.

You think that Twilight would've given up by now. I clearly can't do this. Besides, I have the spell I need the most anyways. I don't need anything else.

But it would seem Peter wouldn't be getting the respite he desired. Twilight's posture assured him of that; her demeanor giving off a vibe of intimidation and authority. And for as strong as Peter was, he had a bad track record when it came to dealing with magical beings. So for now, it was best to just go with it.

“You won't get any better if you don't try, Peter. Not every great magic user started out as a pro. I myself took years to master my skills and control my magic.”

Peter raised an eyebrow. This could be the perfect opportunity to get his point across. It was clear from what Twilight had said that she herself had to struggle to attain her abilities. So what would she do in his position?

“And what if someone told you your skills were useless? That everything you spent your entire life to learn, thrown aside for something that you don't properly understand and probably won't ever master?”

Twilight carefully contemplated Peter's words, taking into account everything he said. She however did begin to wonder why such a question would come up… when it suddenly dawned on her - it wasn't just a random question. Peter was asking about it because it was what he was feeling.

“Well… I personally would feel a little embarrassed. And perhaps even insulted. I've spent so much time with my magic, that to let go of it would be terrifying.”

“Now you know how I feel. Here I am, trying to learn a new skill and chances are I don't need it. And yet you push me to do so, despite my reluctance. I'm not particularly comfortable with this, Twilight. It's just not my thing.”

Twilight was taken aback. It took Peter this long into the day to tell her he didn't want to learn. To make his feelings known. It didn't matter though. In her mind this was a necessity. Peter had to learn magic in order to be better prepared.

“You might not like it, Peter, but this essential. You know what happened the other day - your power failed and you were almost killed. I'm merely trying to keep you safe from yourself. Should the dragon return and your strength fail again, you might not be so lucky.”

Of the things that Peter had been told critique wise, this was the worst to hear. This wasn't a judgement or review of his abilities - this was him being told that they were completely pointless to have.

“It was a one time thing! Next time I'll be ready. I don't need magic. Never have, never will. I've only ever needed my own strength. So don't tell me to forget about half my life that I've bled for to earn!”

Frustrated, Peter began to walk away. This waste of time was over. But before he could go any further, he found himself unable to move. With a glance he noticed his front legs were covered in a lavender glow. It was obvious then that Twilight had him in a telekinetic hold.

“Care to let go of me, Sparkle? Before I get even more angry…”

“Not a chance Peter! Not until you at least try. Leaving yourself defenseless isn't smart, it's arrogant. Pride won't get you anywhere except the grave.”

“This isn't about pride. And it's not being arrogant. I just know I'm still capable of defending myself. And besides, you said that magic didn't work around the dragon last time, so what use will it be the next time?”

Peter did have a point. But Twilight still wouldn't concede the argument without a fight. She had to at least try and get the stallion to see her reasoning.

“True. Everypony's magic may fail again. But the same thing can be said for your own abilities. At least this way you'll be prepared either way.”

Twilight's words did nothing to quell Peter's anger. Being prepared or not, she still insinuated that he forget all that he had learned. Years of training. Every victory and defeat. All of it be thrown aside for magic.

“And yet, even after that, you still expect me to learn it. Do you have any idea how hypocritical that is? To tell me that I must learn magic, despite the chance it'll be blocked again next time that dragon comes calling. I think you need your brain checked, Sparkle.”

With her own anger growing, Twilight increased the hold of her magical grip, willing it to pull Peter closer to her. Unfortunately, the stallions abnormal strength was enough to overwhelm her own power. So a stalemate began.

“This isn't up for discussion Peter. I was made your guardian while you are in Equestria, and as your guardian I have to keep you safe.”

Peter was quick to retort.

“Babysitting me and wasting my time isn't keeping me safe. I could be spending this time training. Getting stronger with the abilities I already have. Not struggling to understand something else entirely. Why can't you see this?”

“Why can't you?! I'm only trying to protect you! It's because of me you're here in the first place!”

“WELL THEN MAYBE YOU SHOULDN'T HAVE BROUGHT ME HERE IF YOU WEREN'T READY FOR THAT KIND OF RESPONSIBILITY!!!”

Peters rage finally peaked. His own power broke through Twilight's grip, sending out a shockwave and knocking over the lavender mare. As Twilight opened her eyes, recovering from the shock of the sudden wave of energy, she looked up and saw Peter trembling.

“Peter… are you ok?”

No response was given. Only silence came from the stallion. The air around him pulsating with energy, making it crackle and spark. Twilight began to advance towards Peter, despite the obvious danger.

“Peter…”

Suddenly the energy dispersed, although Twilight kept her distance. Even though his power was under control, Peter was still shaking… and crying. Before Twilight could get any nearer, he collapsed in a huddle and wept into his legs.

“Peter? Are you ok?”

Peter peeked from behind his legs and up and the mare. She saw the redness in his eyes, and the look of agony across his face.

“No, I'm not. Here I am, in a world I don't know. Unable to get back. And I don't know when I'll be able to return. The only family I have left probably thinks I'm dead, and I don't know what the consequences of that will be. My everything is back on Earth. Now I'm… stuck here…”

Twilight's heart dropped. She had never even considered things from Peter's perspective. Here she was, blissfully unaware that she had ripped him from his home. And here he was suffering because of it.

“I'm sorry. I never considered -”

“Of course you didn't. Then again I went along with it. It was my need to help that blinded me. Made me forget that I had responsibilities back home. Everyone was so friendly. Well almost everyone. But the point stands - I got too caught up in how nice your world was, that I forgot about mine.”

After drying his eyes, Peter got back up. Twilight tried to advance in and comfort the stallion, only for him to pull away. It may not have showed but Twilight could see it - the flame of anger still in his eyes.

“Peter, I've only been trying to help. So until we can get you back, we have to keep you safe. This was my duty, my responsibility. So I have to teach you - “

“How to protect myself?! Something I already know how to do, something I've been learning to do for years?!”

The air around the two began to crackle again. Twilight could see the rage begin to build inside Peter again as he walked towards her.

“Don't presume to tell me what I already know, Sparkle. I've stared death in the face more times than you ever will. And every time I've gotten back up, and gotten stronger while doing it. Telling me my skills are useless when I've used them countless times to fight gods and demons and all other manner of crazy… oh ho you've crossed a line!”

Of all the things that Twilight had ever seen: Nightmare Moon, Discord, Sombra - it was the stallion in front of her now that terrified her the most. The pure rage in his eyes, the feeling of dread he exhumed. She never felt anything like it. She wanted away from it.

“Magic training is over. For good.”

With that, Peter launched himself into the sky and back towards Ponyville, leaving Twilight rooted to the spot. The fear that gripped her unable to leave. She now pondered her actions over the past week - what had she brought to her home. What had she brought upon her friends and family?

“What have I done....?”

***

A few hours after his argument with Twilight, Peter found himself standing outside a familiar building. It was the same one that he jumped into to save Rarity a week ago. But after some reconstruction it was as good as new. And from what he had been told, it sounded to Peter as if Rarity was the town fashionista.

And if I'm lucky, she'll be able to make me a new suit… considering all that's left of my old one is the mask.

He tapped the door three times, but no reply came. Instead of waiting he walked inside. Looking around the shop Peter could see pony shaped mannequins fitted with dresses and various other forms of clothing. Pieces of fabric littered the shop floor.

Jeez. And here I thought I was messy. This place looks a riot. Either Rarity just works well in a clutter, or she's having a bad day.

Just as Peter was debating Rarity's state of mind, the fashion pony herself walked into view from a back room. Her mane was a mess and there were bags under her eyes, though she quickly tried to tidy herself up upon spotting Peter.

“Oh, good afternoon Peter my dear. How silly of me to not hear the door. My apologies. I've just been in such a fluster recently. Since the boutique was rebuilt after the dragon attack, I've had almost a week's worth of orders to catch up on.”

Upon hearing this, Peter began to wonder if it was a good idea to ask Rarity about his suit. From the sound of it she would be far too busy to do anything for him. He considered it best to leave it for now.

“That's ok, Rarity. Understandable. I'll come back when you have a bit more time on your hands.”

Just as he was about to leave, Peter found a white hoof on his own. Rarity had stopped him, and had a curious look on her face all the while.

“What is it you need darling? I'd be more than happy to help with whatever it is. After all, you did save my life, so I must repay you in some manner.”

Despite not wanting to take advantage of her generosity, the priority for a new suit took precedence. Making his decision, Peter pulled the knapsack he had down from his back, laid it out on the floor and pulled out the mask.

“I was wondering if you'd be able to make me some new dreads. My old ones are kinda… in pieces. Plus they weren't exactly for a pony body.”

Rarity took the mask in her magical grip, giving it a thorough lookover. Her eyes seemingly judging it's design.

“Can't say I was ever a fan of the design, however the craftsmanship is remarkable. Whoever made this has the talent to work with clothing professionally.”

Peter made a small chuckle.

“Actually Rarity, I made it.”

The alabaster unicorns jaw dropped. It would seem she was under the impression that someone else had made Peter's suit, someone she figured would have been a little less crude.

“Well, I stand by what I said about the design. It's incredibly tacky. However, should you wish for it to be kept the same, I will make no major adjustments. Some things here and there but it will overall look the same.”

Peter beamed. After what happened this morning he could do with some good news. This morning. In retrospect, he had acted out of order. Peter's little moment of pure rage probably had Twilight half scared to death. Something had to be done.

Peter quickly checked his knapsack. Several bits  (the Equestrian currency) were still inside. All would go to giving Twilight an apology. She had only tried to help him. And in return he had been a prideful and arrogant moron.

Out of the corner of his eye, he noticed a mannequin that had some lavender coloured fabric strewn across it, almost similar to Twilight's coat. From what Peter could surmise, the fabric was in the process of becoming some kind of cloak or hooded garment, with small stars scattered over the surface. Perhaps that would do the trick.

Just as he returned from his train of thought, Peter hadn't noticed that Rarity had several tape measures around him. No doubt taking measurements for his new suit. Just as quickly as they were there, they disappeared back to their drawers, no longer of use. Rarity had a pencil and notepad in her magical hold, jotting down numbers and other various scribbles.

“Now that I have your measurements, it should take me a few days to get a prototype done. I won't be making your suit out of any ordinary material,oh, no no no. It'll have to be something practical, yet comfortable. Strong, yet flexible. Fortunately, I know just where to look for such a fabric.”

“Thanks a ton, Rarity. It'll be good to wear something that fits me again.”

Other than saying anything, Rarity simply pecked Peter on the cheek, making the stallion blush profusely. As she pulled back, she gave Peter a rather seductive stare.

“I'm happy to help, Mr Parker. All you have to do is ask.”

Oh snap, crackle and pop! Is she coming on to me?! Then again, she is rather pretty… A pretty horse, Parker! Snap out of it, otherwise I'll be forced to kick my own ass!

Next thing Peter knew, Rarity was working her way towards him across the room, giving him that alluring stare all the while until they were practically nose to nose. Being this close to the alabaster unicorn allowed Peter to take in much more of her, especially the fragrance that seemed to be emitting from her.

Is that vanilla?! I had no idea a horse could smell so good.

All logical sense started to leave Peter's mind. The fact that a pony was trying to flirt with him was slowly being forgotten and replaced with something else. An urge. An itch that only Rarity could help him scratch. And her proximity to him wasn't helping the matter.

But she's a horse, Parker! You're not supposed to do… that!

And yet I want to!!

With all reason gone and instinct taking over, Peter moved in closer to Rarity, preparing to complete his desire to take her. But fortunately for the stallion’s sanity, a small, childish voice could be heard from behind them.

“Um, Rare, who's this?”

Both Peter and Rarity came to their senses, their inner urges being repressed for now. Peter silently thanked any god or deity that existed and looked over to his savior - a small, unicorn filly. Her coat was very similar to the unicorn’s, but her mane and tail were an extremely curly two tone light purple.

Rarity quickly composed herself, realising she had someone else in the room, and threw on a guilty smile, but silently cursed the intruder for stopping her. But she played innocent for now,

“Ah,Sweetie Belle. This is Peter. He's the stallion who just moved in with Twilight. Come and say hello.”

Hesitantly, Sweetie Belle moved towards Peter. Out of courtesy, he extended his hoof for her to shake. Again,she hesitantly made her move and shook.

“Peter, this is my little sister, Sweetie Belle.”

It all dawned on Peter just then. Of course the filly had to have been some sort of relation to Rarity - heck they were practically twins.

“Well it's very nice to meet you Sweetie Belle. Unfortunately I gotta go for now. I've got something important to take care of.”

Rarity nodded in acknowledgement, moving in to give the stallion a firm hug. Peter returned it with some hesitation - she was pretty much flirting with him several minutes ago.

As Peter turned to leave, he was blocked by Sweetie Belle, who now had a smile that reached from ear to ear.

“Can I help you, Sweetie Belle?”

No response came from the filly, who for some reason seemed to have her gaze squarely fixed on Peter's rear end.

Should I be worried that a little girl is staring at my ass? Is the FBI gonna be breaking down the door in a few seconds?

“Why don't you have a cutie mark, Mr Parker.”

Peter suddenly remembered that the whole notion of having a tattoo on one's butt was a thing here, and that he was an anomaly for not having one.

“Ummmm, well I just haven't found my special talent yet. Why, is it weird for someone of my age to not have one?”

Rarity quickly intervened, trying to throw her sister off of the suspicious stallion

“Now, Now, Sweetie. It's rude to pry into ponies personal lives like that. Leave the poor gentle colt be.”

With no response to her sister, Sweetie Belle ran out the front door of the boutique to… wherever she was headed, leaving Peter utterly confused.

“What in the sam hill was that all about?!”

“My apologies. My sister and her friends are on a grand crusade of theirs to discover their cutie marks. Seeing an adult without one must've been quite the sight for her. She gets rather excited about these sorts of things. Now… where were we?”

Just as Rarity was about to try and salvage the moment that her sister had ruined, she caught Peter looking at one of the mannequins. The one that just happened to have a cloak she was making for Twilight in advance for the next Gala.

However, she couldn't help but notice the sullen look that the stallion had while looking at the attire.

“Is there something wrong dear.”

Once again, Peter was dragged out of his train of thought. It would seem he had given away his true feelings at that moment, so now he would probably have to confess.

“Kind of. I did something terrible, and I don't think I can apologise for it that easily. I acted like such a child. So full of pride, like I didn't need anyone's help… but I do… and the only one willing to help me is scared to death of me now!”

The well of emotion broke again, and it wasn't going to be held back this time. But instead of becoming angry and lashing out with his power, Peter just stood and cried…

He just cried.

Once again he became lost in his own emotions unable to bring himself back. But fortunately someone was there to do it for him. Rarity wrapped her forelegs around Peter's neck and hugged tight, snapping him out of his repressive state. With care but with just as much feeling, Peter returned the hug.

“It's OK, my dear… it's ok. Just tell me what happened.”

With tears still streaming, Peter attempted to choke them back just to get a word out to Rarity.

“Twilight was trying to teach me magic. And I wasn't doing too well. She told me it was essential in case my powers failed again. I took it as an insult to my own abilities and I lost it with her. I lost control and let my power explode. I almost became a danger to the only being in this world willing to help me defend myself…

… Because I'm just a damn fool with too much pride!”

It was weird. When the two first met, Rarity had assumed that Peter was unbreakable. He was tough, brave, indestructible. Now here he was, crying into her shoulder.

And she couldn't help but care about him more for that.

“It seems there's been a small misunderstanding between you two. An attribute that you both seem to share. From what I can understand, Twilight was just trying to make sure you could defend yourself in the event you lost your powers again. And you misunderstood that as a negative comment towards your own abilities?”

She pulled away so to be eye to eye with Peter.

“No matter where you come from, you males are so stubborn and big headed. Twilight simply wants you to be safe, not to forget everything you've done. Sometimes I wonder why I bother with you.”

Peter tried to clean his face of the tears, his mistake out plainly for both of them to see.

“I know. And I don't know if I can make up for what I've done.”

The two parted, Peter's tears now starting to dry. Rarity now seemed to be in her own train of thought. And as quickly as she was in it, she was back.

“Well then, it was good fortune that I had this planned for Twilight.”

She walked up next to the mannequin with the cloak, and grabbed a nearby needle and thread along with some of the sliver material used for making the stars.

“I originally was going to give this to her as part of her Gala dress, but it would seem there is a greater need for it now. Tell you what, I can finish this up today and you can present it to Twilight as an apology gift, along with a good explanation of your actions.”

Peter nodded, and a smile managed to find its way to his face. But it quickly faded to a puzzled expression.

“And what would I have to do in return?”

Rarity turned to him, the seductive allure back on her face.

“Oh, nothing major… just be my date for the Gala in a few weeks. Do that and I'll call it even.”

As much as Peter wanted to back out of this, saying sorry to Twilight took precedence over his pride - now more than ever. And besides, thanks to earlier events, something was compelling the stallion to give in to new… desires. Resisting them would be bad in the long run, so might as well go along for the ride.

“OK. I'll do it. And Rarity?”

“Yes Dear?”

Before Rarity could blink, Peter was in front of her, his lips against her cheek. Her face grew warm as he lingered. After what seemed like forever for the mare, he pulled away.

“Thank you.”

Rarity turned back to the cloak, trying but failing to place her attention elsewhere. It was pointless, so giving in she walked back over to Peter and returned the gesture.

“You are very welcome Peter. Just make it a good apology OK?”

The stallion nodded again, and after being sure that Rarity was set to continue her work, moved over to a nearby couch to get some sleep.

***

Here it is… Moment of truth.

As Spider Man, Peter had faced opponents of various shapes and sizes, Mortal and Divine… but nothing scared him as much as this did.

Hesitantly, he moved towards the door of Twilight's home and opened the door. The initial look inside showed no signs of life. Something was off.

Just before he could call out for anyone, Spike appeared from the kitchen, a worried look on his features.

“I wouldn't go up there if I were you, Pete. Twilight seems pretty peeved.”

Peter shot a quick glance towards the stairs and then returned his gaze to Spike.

“No worries, kiddo. I got this. But… just in case, would you mind and head someplace else for a while? Just until we can get this all sorted out?”

The baby dragon reluctantly nodded, not wanting to abandon Twilight when she wasn't in the best frame of mind. But he decided it would be better to take himself out of the situation and headed for the door. After it shut, Peter addressed Twilight from the ground floor.

“Twilight? You here? Look, I'm here to apologise. It's just the two of us now, if that was what you wanted. I'm sorry for what I did earlier, I didn't mean to - “

Peter suddenly felt his mobility becoming stiff. He looked and saw he was covered in a familiar lavender glow. Someone was obviously being cautious. Unable to move, all Peter could do was listen and look in his available range. It didn't take long to hear wood creaking from behind him.

Someone on the stairs. Three guesses who. Dang she must be pissed if she's got me in a hold… or scared to the point of contemplation of murder…

The creaking wood got louder, along with a faint sobbing. It didn't take long for Peter to see the source. Twilight walked in front of him, her eyes red and watering. Small wet patches on her legs were noticeable.

She's been crying… way to go Parker, you're a sad sack of shit!

The two looked each other in the eyes. But Twilight got closer, still holding her gaze with Peter's. When she stopped, the two were nose to nose, the mare staring daggers into the captured stallion.

“I hope you came here with a good explanation Peter. Because if not, then I don't know where we stand.”

Peter gulped.

Which translates into ‘If you can't explain why you almost killed me, I'm gonna kill you’. Which is totally my brand of luck.

“C'mon Peter, I don't have all day.”

The lavender aura faded for a split second, and trickles of sweat came down Twilight's face. She seemed to be using a lot of focus to keep Peter in place. Or a lot of power.

She's got a vice grip on me, making sure I'm not a threat. She seems to have forgotten how that went earlier. But for now I'll have use my words. Don't want her more scared than she already is.

“Look, Twi, I have no excuse for what I did. My behaviour was inexcusable and I apologise. I should never have lost control with you. You didn't deserve it. I understand now you were only trying to help. But I was so arrogant and so sure of my own abilities, I got angry.”

Peter could feel the telekinetic hold on him loosen slightly, however it was still firmly in place. His vocal apology only worked a little. Twilight still bore a complete look of anguish and fear. She wasn't totally convinced yet.

“And the whole blaming me for you being stuck here?! Was that a part of your pride that had been hurt to?!”

A twinge of guilt made the stallion close his eyes. He could now recall the latter half of the argument. His blaming of the lavender mare for his current predicament.

“No. That was just me being frustrated in general. It's been tough getting used to this new world. And I wasn't exactly stress free before I got here. It's all just been building up. And unfortunately you got the stick end of my rage. And for that I am truly sorry, Twilight.”

Inner conflict began to erupt within Twilight. She was angry at Peter. Furious. Frightened. And yet she found herself partially to blame. She had never asked him about what had happened to him before she brought him to Equestria. Peter had been living with Twilight for almost a week… and she knew nothing about him.

Going against her better judgement, Twilight let go of Peter, the stallion stretching as his limbs became free from the magical hold. The only thing that Peter wasn't free of was Twilight's enduring stare, still filled with fury and fear.

“OK, Peter. I'll give you the benefit of the doubt… for now. But I can't forget what happened today. What you did… I won't ever forget. I haven't been more frightened of anypony in my life, and I never thought I would be. Especially from somepony I considered a friend.”

There was that twinge of guilt again in Peter's chest. It was clear there would be no quick resolution to all this. He would have to regain Twilight's trust and faith back over time. But perhaps his gift would seal the rift between them slightly.

“And again, I am truly sorry. I know I won't win your trust back in a day, but I swear I will. And to start off, I have a gift for you.”

Peter reached up for his knapsack and pulled it down carefully. Once it was on the ground he was about to reach inside when he decided a different approach. With all his concentration, he willed any magic that may have resided in his body to his horn. With enough determination Peter's horn began to glow a clear white, with the same colour covering the knapsack.

Twilight watched in amazement as a lavender coloured material began to appear from the bag, manipulated only by Peter's own magic. Once it was in full view, she took over the spell from Peter, who was slightly bereft of breath due to exertion. Her eyes teared up once again. The material was a cloak. Strewn across it were silver stars, not unlike the ones on her cutie mark.

“I spotted this in Rarity's shop earlier. She was having it made for you for a Gala that was coming up. But due to her big work load it got left unfinished. I asked her to complete it for you. A way for me to say how sorry I am. And from now on, I swear I won't make you feel threatened. You should feel safe around friends.”

Twilight sat the cloak on the couch, tears still in her eyes. However, her expression was unreadable. Peter couldn't tell if she was still mad or just indifferent. His questions were quickly answered when the mare jumped at him and wrapped her hooves around him in a bone crushing hug, which was swiftly returned by the stallion.

“We're both to blame Peter. I never took the time to get to know you after you recovered. I never got to know what your life was like back on your world. All the troubles you must have had, and I never took that into consideration. Now's my turn to make a promise. From now on I'll take your feelings into account.”

Peter nodded his head, which Twilight felt as the two were still embracing. After a few seconds they parted… and laughed. Twilight wiped her tears as Peter did the same. A few had leaked out while they were hugging. However his expression became stern.

“You were right about one thing. I do need to be prepared. So I'll promise to try and take on board what you teach me. You have a point. There's still a 50/50 chance my powers will fail again. So I should practice something on standby. But all the same, I need to keep training just in case.”

Twilight returned the stern gaze. The time to be serious about the future was now. But she wanted to write her own wrongs as best as possible.

“That's all I ask. But I realised today that I can't push you, so we'll do it bit by bit. And there's plenty of reading material here in the library for you. Not only that, but we can discuss a training regiment for you so you can keep up your strength. So you either go with one or the other… or both.”

The last words came out with a smile which quickly became contagious to Peter. A fair observation. Should nothing happen to Peter when the dragon finally returns, he would have a much stronger and open arsenal to fight it with. Equestria was Peter's responsibility now - time to live up to it.

“Well, I might as well hit the books for now. It's a little late for practice. Care to join me?”

Twilight beamed. Her confidence in the stallion returning, but she held some reservation. He had a lot to prove to her personally. But for now she could deal with being near him.

“Well, I have some studying to catch up on as well, so we could both work off of each other. Makes taking in information better.”

Peter nodded in acknowledgement. With that agreed on, Twilight gazed up to the nearest bookshelf and took several books in her lavender hold. She levitated one near Peter, and with some focus he took it in his own telekinetic grip. The title read Basics of Magic. The mare then took the cloak she was given and put it on. Fiddling with the string, she got it to a comfortable fit.

“It's lovely. Thank you so much Peter. Shall we begin?”

The two lay down opposite each other on the couch and opened their books, and settled in for a long night as the sun set.

***

Spike cautiously opened the door to the library and peeked inside. He was happy to see both Peter and Twilight on the couch asleep, a lone candle next to them and a pile of books on the floor.

“Nice one, Parker. You have officially avoided the Sparkle Bomb.”

Deciding that he might as well leave them as they were, he walked over and blew out the candle, leaving the two ponies to their slumber… and a fresh day ahead for them.

Skeletons in His Closet Part I

Skeletons in His Closet Part I

The sun rose on Ponyville; its beams peering through the Ponyville library. They fell upon two still slumbering ponies, surrounded by books. Peter and Twilight had read themselves to sleep and clearly had no intention of getting up. A few creeks of wood marked the appearance of Spike, who had decided to check on the two.

“Well, looks like those two aren't doing anything today. Might as well leave them to it and prepare breakfast.”

With that, he headed to the kitchen. However, Spike’s lack of inner monologue had roused Twilight from her slumber. The lavender pony's mane was all messy and tangled. But aside from that she was well rested. Slowly, she began to recollect yesterday's events and remembered the cloak Peter had brought as a gift - still on her back.

She looked over to the stallion, still deep in rest and clutching a couch cushion. A part of her wanted to wake him, but she remembered that they had both agreed to take into account each other’s limitations mentally. Peter had been up early for three days straight. Might as well allow him one day of rest.

With her magic she removed her cloak and set it on Peter, causing him to shift to accommodate the new layer of warmth, but he stayed asleep.

“You got one day off, then it's back to business Mr Parker. And don't think you get all day off. Even you need to do some things. Plus you'll need breakfast.”

As she said this, a waft of something cooking came from the kitchen. She quickly deduced that Spike had gotten up a little early to prepare food. Sure that Peter was still at rest, Twilight headed to the kitchen to help Spike prepare.

***

A beam of light hit Peter's face, pushing through his eyelids and stirring him awake. He began to tussle and roll on the couch, trying to regain some level of comfort to fall back asleep, with no avail. Deciding it was pointless, he opened his eyes and stretched; letting out a mighty yawn in the process.

Jumping down from the couch, Peter began to limber up, stretching his front and back legs and doing several quick exercises to wake his body up. Memories of last night began to flood in, with most of it consisting of heated arguments and potential violence. But a smile came to his face when he remembered the reaction he got from Twilight when she accepted his apology gift.

Fortunately for them both, the night had ended in understanding and agreements to help them both be around each other; a potential mistake averted.

A warm, rich scent came from the kitchen; meaning only one thing.

Breakfast! And from the smell of things it's pancakes! Ah Twilight sure knows how to wake me up.

Walking into the kitchen, Peter saw Twilight and Spike at work making breakfast. And as fortune would have it, his nose had been correct about the menu. Taking note of the new presence in the room, Twilight faced Peter with a morning smile as she continued to cook with her magic.

“Morning Peter. Hope you slept well. I would've woken you earlier, but you need the rest so I left you be.”

“Thanks Twi. Much appreciated. So, how long until pancakes are ready? Imma hungry pony!”

Twilight gave the stallion a slight smack on the back of the head and nudged him away from the stove. Peter could only huff in disappointment as his stomach began to growl. He locked eyes with Twilight as she glared at him.

“Patience. They'll be ready soon. Honestly, I don't think I've met another pony that has an appetite as big as yours.”

Peter chuckled slightly. “It's a biological trait I have. Believe me.”

Just then an alarm rang, making Twilight turn her attention back to the pancakes. Peter's hopes flared up as she removed the pan containing the pancake mix. She slipped them out onto some plates and confirmed the hungry stallion’s suspicion - breakfast was ready.

“Well, that's yours ready Peter. Enjoy.”

Peter used his newfound telekinetic abilities and grabbed the plate in his magical grip. As soon as he was sure he had the plate, he ventured over to the table and with the same magic grabbed a nearby bottle of syrup. Dollops of hazel liquid drenched the pancakes and soaked in. With a satisfactory amount now on his plate, Peter turned his attention to the nearby knife and fork and prepared to tuck in.

“These look absolutely delicious Twi. Let's see if they taste as good.”

With a half cocked look, Peter cut off a slice of pancake and put it in his mouth. Immediately he literally had to swallow his own words. Somehow, Twilight's cooking was on par with even his aunt. Twilight and Spike joined Peter as he was taking in the taste. The lavender mare took notice of his stunned expression and a smirk of her own was visible.

“So… how are they?”

Not wanting to show weakness, Peter quickly swallowed his current mouthful and put on his own sly grin in return.

“They're pretty decent… edible even.”

Unfortunately the stallion’s hunger won out and he began to devour the whole helping of pancakes. As quickly as they were out there, they were gone. Twilight and Spike were stunned, still not used to the speed in which Peter was capable of eating without choking. Twilight quickly resumed her smirk, content that she had won yet again when it came to the battle of wits she had going with Peter.

“Pretty decent eh? I'd say from the looks of things they're more than just ‘decent’, Mr Parker.”

Suddenly, a knock on the door drew everyone away from Peter's machine mouth. The three individuals in the room looked at each other to see who would answer, which ended with both Twilight and Spike looking at Peter. All things considered he was already done with his meal.

“OK I'll get it. Someone else deal with my plate though.”

Peter headed back out the kitchen and to the door, with the knocking getting louder and louder. Then without warning, one set of knocks turned into multiple ones, confusing the stallion. He finally reached the door and opened it, only to be met with three fillies, one of which he recognised. Before he could get a word out however, she spoke… well, more like screamed.

“That's him! That's the stallion without a cutie mark!”

This made the other two's eyes light up in excitement, while making Peter feel incredibly awkward. He remembered the whole deal from yesterday while at Rarity's. Her younger sister, Sweetie Belle, who was one of the three, had lamented that she was incredibly curious about why Peter had no cutie mark. Something even he didn't know the reason for.

The other two fillies, one with orange fur and a purple mane and tail, and the other, with yellow fur and a red mane and tail, began to encircle Peter. Most of their focus fell on his behind, where said cutie mark should be, with the uncomfortable levels rising.

OK, so one little girl looking at my butt wasn't bad enough… but three?! I'm half expecting the FBI, MI5 and every other government agency to break in here and bust my ass! Is this crap not considered weird here?!

The yellow filly came back around and faced Peter, with the blatant look of curiosity in her eyes. The orange one just kept looking, forcing Peter to sit so the view of his behind was limited. The orange filly walked up and nudge him in an attempt to get him to stand again. He wouldn't budge. The filly gave up and joined the others in front of Peter. Sweetie Belle then spoke up.

“Mr Parker. These are my friends - Applebloom and Scootaloo. And together we are -

“THE CUTIE MARK CRUSADERS!!!”

As if on cue, all three shouted at the top of their lungs, surprising Peter something fierce. It would appear that these were the friends that Rarity mentioned yesterday that Sweetie Belle had been doing her ‘grand crusade’ with, involving finding their cutie marks. And from what Peter understood, he was the only pony his age without one. No wonder the fillies interest in him had peaked.

“Sorry to barge in so early, mister. But we just wanted to know why you don't have your cutie mark?”

That one question left Peter in a tough spot - what was he supposed to say? That he didn't have a cutie mark because he was from another dimension? That wouldn't exactly go over well. Fortunately, Twilight had appeared from the kitchen and noticed the three fillies pressuring Peter, so she decided to step in.

“Well girls, Mr Parker here doesn't have his cutie mark because he's just not found his special talent yet! That's why he's here with me, so I could hopefully help him find it.”

This made the faces of the fillies light up, with the orange one (Scootaloo if Peter remembered correctly) jumping up and down and flaring her tiny wings, trying to get some altitude. When that didn't work, she just hopped over to Twilight.

“Then why don't we help him too?! The three of us are looking for our special talent, why not include Mr Parker as well?”

Sweetie Belle and Applebloom joined her next to Twilight, the new idea now sitting with them. Applebloom nodded her head in agreement.

“That's a great idea, Scoots! Even better, why don't we make him our new leader?!”

This snapped Peter out of his daydreaming and back to reality.

“Woah, woah, woah! Now all y’all hold it just one second! I never…”

Before Peter could continue with his declining of the position, he caught eyes with Twilight. Something about the way she was looking at him seemed to indicate that perhaps he should reconsider. Just to avoid a scolding but to also avoid hurting anyone's feelings, he came up with a compromise.

… I never said I would take the offer on the spot. I need time to think it over. Can you girls give me awhile to decide?”

The three fillies nodded in agreement and headed for the door, but then ran back instantly and hugged Peter while he was unaware… well, Sweetie and Applebloom did. Scootaloo just stood at the door with a disgusted look on her face. Peter quickly surmised she wasn't someone who liked physical contact, or at the very least with a guy. He looked down to Sweetie and Applebloom and locked eyes with them. Applebloom spoke first.

“Thank ya so much. We promise we won't be no nuisance to ya, Mr Parker. And with our help, you'll find yer special talent in no time!”

She relinquished her hold on the stallion and turned to leave with Scootaloo. The two made it to the door and realised they were one short. Looking back they saw Sweetie Belle, with a vice grip on Peter's leg, making the stallion blush but also making him uneasy. Scootaloo piped up to get her friends attention.

“Sweetie Belle! Let's go!”

This broke Sweetie Belle from her trance, and once the situation dawned on her, she looked up to see Peter, his cheeks red. Her own face turned the same colour as she let go of his leg and backed away to join the others. Through her embarrassment however, she got out one last sentence.

“Goodbye Mr Parker.”

The door shut, leaving Peter feeling quite confused. Sweetie Belle practically had a lock on him, and had only let go after she realised he was uncomfortable. What was up with her? That question would have to wait. There were other priorities - starting with Twilight setting him up to be in charge of the girls.

“Care to explain what THAT was all about? And why did you coax me into keeping an eye on them?! I'm not leader… or babysitter material.”

Twilight's expression went from stern to worried. Clearly there was more to what she had done than meets the eye.

“Because those girls need someone watching over them. For as sweet as they seem, they can be a source of trouble sometimes. Not only for others but for themselves. It would be great if somepony watched over them. Somepony with maturity and experience.”

Peter narrowed his eyes at the last comment. Peter was many things, but a mature individual wasn't one of them,

“Clearly you need to get to know me better, Twi. I can't think of a single person, especially myself, that would refer to me as ‘mature’. I joke, I banter, I annoy. I don't exactly do maturity in any form.”

“That's a lie”.

Twilight's sudden outburst caught Peter off guard, a look of disappointment across her features. It was obvious that something the stallion had said hadn't sat with her well.

“You're wrong about yourself Peter. I saw you when you were fighting the dragon last week. Once you knew it was just you two, you got serious. You didn't play around. True you joked with it, but you knew what you were doing. You're wrong about being mature - you just act immature for the sake of it. So please, for me, look after the girls.”

Peter hung his head defeated, Twilight had seen through his facade like he was transparent. No amount of lying could cover that up. With his argument dead in the water, he agreed to Twilight's request.

“Alright, I'll do it. Just don't expect me to have the patience of a saint. Good with kids I ain't. And girls are always a zillion times worse.”

Twilight didn't take the sly insult too well, picking up a nearby jug of ice cold water and dousing the young hero. His grin turning to a growl, a little confused on why a certain power didn't forewarn him.

“Hey Spider Sense, where were you in that one?!”

Twilight giggled in triumph, only to be doused in water herself. Turning around she saw Spike with a now empty jug in his grasp and a smile on his face.

“Us guys gotta stick together, Twi. Mess with one of us and you mess with all of us!”

The battle cry had been sounded, and the kitchen descended into a 3 way water fight.

***

“Well, what do you think?”

“I think I have a new favourite seamstress.”

Peter slowly admired the new suit Rarity had made for him. The design was very similar to the original he once had, just with a few new variations. Thick black lines were placed across the legs, and the back section was also black, but still incorporated the red spider emblem on the back. The eyes were narrower. However, no belt to hold web cartridges was present, but for obvious reasons.

http://66.media.tumblr.com/f9248bb9c4aa29ca45610cb96db2a9ee/tumblr_o50w30KSOR1tfb2kro1_500.png

“I'm glad you love it, darling. Like I said, consider it my thank you for saving my life. Is there anything at all you'd like to ask about it?”

“Just one question - what's it made of?”

“Oh the fabric? A little something from the Crystal Empire. The fabric is actually pieces of crystal, stretched out and interlaced with each other. Not only is it comfortable and easy to work with, but the tensile strength is incredible. Not only that, but small amounts of magic have been naturally embedded in the material, giving it more resistance to wear and tear.”

Peter was amazed. All he asked for was a new suit, and Rarity had practically made him a piece of armour instead. Then again, with the situations he got into sometimes, perhaps some additional protection wasn't such a bad thing. Another thing concerned Peter about the suit though - the cost.

“One last question. How much was the fabric?”

Rarity's expression went puzzled. She wasn't charging Peter for her services, so why would he ask about the price. Then it hit her. He wasn't asking how much it would cost him, he wanted to know how much it had cost her.

“Oh not to worry dear. I had a few favours to call in so the fabric cost me nothing. Well, a few additional orders here and there, but I've lost no money in the transaction. You shouldn't be worried about that anyway. This is a gift, Mr Parker. What it cost me doesn't matter.”

For as much as Rarity tried to persuade Peter, it didn't seem to register that he owed her nothing. However, Rarity had one last trick, one that could make both of them happy.

“Alright then, dear. If you feel that you somehow owe me back, I'll make you a deal. Along with having to be my date for the Gala, when you can, why don't you take me out on just a regular date. I would more than take that as compensation. What do you say?”

Peter silently contemplated the offer. Any way he looked at it, he was in some form of debt. But unlike back home, this debt collector wouldn't be hounding him to the ends of the earth (or Equestria) for him. And even though some small part of him didn't want to do the whole dating a pony thing, a bigger part just went with it.

“OK, Rarity. It's a deal. Once I have the cash, I'll take you on the best date you've ever had!”

This earned a giggle of appreciation from the alabaster unicorn, as she was inwardly triumphant. She was now getting two dates with the (in her mind at least) handsome stallion. Then she realised something.

“Oh, I almost forgot! I have to take your measurements for your Gala suit!”

Peter cocked an eyebrow. He remembered Rarity mentioning this Gala but had never thought to ask about it.. well until now.

“What's the whole deal with this Gala?”

Rarity turned from her workbench faster than Peter could blink, a look of true horror on her features. She looked as though someone had just committed the most heinous crime right in front of her.

“Mr Parker! Has Twilight not informed you about the Grand Galloping Gala?!”

The confused stallion just shook his head slightly, hoping he wasn't about to be chewed out for something he had no idea about. Fortunately, Rarity's expression turned back to normal as she sighed.

“That's so typical of Twilight - capable of remembering spells, lists and every single book in her library, but remember one single event that is important to her friends. Sometimes I wonder. Well, to be brief, the Grand Galloping Gala is a social event held in Canterlot every year. Anypony who is anypony attends. Myself and the girls have been there once before… with some ‘complications’.

Peter was about to ask what had happened, but the feeling he got from Rarity made him redact that thought. He did however ask another obvious question.

“So, why am I going?”

“Because you are somepony, darling. Even if not everypony knows it. The others and I know, Spike and Princess Celestia know you are a hero. You'll just be blending in, rubbing shoulders with the high rollers so to speak. But you require a suit… and a haircut.”

Peter instantly clamped his hooves over his head, trying to hide his hair, with a look of pure shock on his face.

“No haircuts! Please, no haircuts.”

The stallions overreaction puzzled Rarity. Never before had she seen anyone so defensive about their mane.

“Can I ask why, dear?”

“Let's just say it won't grow back. I can't explain why, but it won't. If you want me prim and proper that badly, just style it. But please don't cut it.”

Rarity worked up a smile, even though she was still incredibly confused by Peter's reaction. Even though she would rather prefer to cut his mane. It was incredibly shaggy and unkempt,  and looked like it had never been cut… ever!

“That's fine, Peter dear. I can easily work with it another way. But for now your Gala suit is priority. Luckily, I can use the same measurements I already have from you to work off of. It should be ready before the event next week.”

“That's cutting it a little close. But seeing as you got this done within a day, I wouldn't be surprised. Speaking of which, how did you get this done so fast?”

“Oh, I stayed up all night.”

Peter was shocked. Even for overnight work she had made a masterpiece. But it worried him at the same time.

“Rarity, you shouldn't have done that, even for me. I'm not that worth it.”

Rarity turned from her workbench again, this time with a more sullen look. She had tears in her eyes.

“Actually, you are. You fail to understand Peter, I'd be dead right now if you hadn't been here. Sweetie Belle would've been alone, or worse. My friends could've been killed… if you hadn't been here. So don't you dare say you aren't worth it… cause you are worth it a thousand over!”

Hearing Rarity's words made Peter remember Twilight's from this morning. True, he could be rather immature on occasion - but when he stepped up, he did his best. Rarity was right. He stopped the dragon from killing anyone. He saved the town. It was a new experience that he got to digest that he had saved anyone. He never had that back home.

“It's what I do, Rarity. I do it without any want for praise or reward. And to be honest, nobody ever offered me anything either. It's just weird that for once, someone said ‘thank you’ to me, and in such a big way, when you didn't have to.”

Rarity giggled as she wiped her eyes.

“You don't really have an ego, do you Peter?”

“Oh I have an ego! But only when it's to annoy the bad guys. I don't have a sense of being high and mighty, despite how strong I am. I was raised to be better than that. And I never wanted a thank you for doing the right thing. But I guess, every once in awhile, I should accept one. So in return, you're very welcome. And, a quick thank you of my own.”

Quicker than Rarity could see, Peter had pressed his lips against her cheek, making the unicorn’s heart speed up and her face flush red. As Peter pulled back he got a good look at a now flustered Rarity. Before doing something silly, she took Peter's Spider-Mane suit and placed it in his knapsack with her magic.

“Well, ehm, I'll have your suit ready soon. Come back in a day or two to… check.”

Peter chuckled in approval of his handiwork, but he supposed he should leave before things got a little out of hand. Strapping on his bag he headed for the door, a slight spring in his step.

“Later Rarity.”

The still flustered Rarity tried to reply, but her brain was still fried from the surprise kiss on her cheek. She only got the words out once Peter had left.

“Later… Peter… Oh my…”

***

It was a sunny day in Ponyville. Too sunny to stay inside and waste away. Even if he didn't want to train or do anything else, Peter could still enjoy the weather. He decided to take a walk through the town, wanting to sightsee and meet some other residents. Unsurprisingly, the town centre was incredibly busy. Ponies were outside cafes or just relaxing on patches of grass, and nearby businesses were chalk full of customers.

It was a different experience for the young superhero. Spending most of his life in the big city did become mundane to a degree, so the change of scenery didn't go unappreciated. Scanning around, Peter noticed Applejack at an apple stall nearby (what else would she be selling?) and went over to say hello, the apple farmer catching sight of him before he got close.

“Howdy Pete. How are ya this fine day?”

“Not too bad Applejack. Just enjoying the scenery. And what's even better? Thanks to Rarity I now have a new suit.”

It took Applejack a second to catch on to what Peter was talking about, but when she did, a smile appeared on her face.

“Well that was mighty kind of her. Lemme guess, she didn't charge ya a thing?”

Peter nodded his head in acknowledgement.

“That's our Rare for ya. Most generous pony I've met. But I gotta see the new duds. Tell ya what, I'm about to shut up shop, finish early for today. If you help me back with one of the apple carts, I'll bake us an apple pie while you show off the new suit.”

Peters brain immediately lit up at the idea of food, and apple pie was too good to pass up.

“Apple pie you say? I can't say no to such a tempting offer. Alrighty then, hitch me up!”

Applejack giggled at the stallion’s eagerness.

“Now, now, partner. I gotta actually fill up the carts first. How bout ya help me with that to?”

Peter nodded and grabbed the nearest basket filled with apples. With his strength it would be easy to move them, but he very quickly realised that the entire town centre was busy. If it looked too easy it would raise suspicion. So to keep some level of self preservation, while picking up the basket, Peter pretended that it was giving him difficulty in doing the act by pulling faces and shaking his knees.

Applejack saw the stallions little bit of theatricality, happy of the fact that he has at least some common sense about himself. It didn't take long for them both to fill the carts and be on their way to Sweet Apple Acres. On the way past the fields, Peter noticed that the trees he had destroyed two days ago had been replaced. Fortunately it was made possible as he and Rainbow had cleaned his mess. Before he could feel guilty, he remembered it was pointless. The damage had been done.

“Hey Pete, you ok?”

Peter turned his head to respond to Applejack, but something else caught his attention. With the sun's rays on her, some of Applejack’s features came more into focus - her emerald eyes, her blonde hair, her freckles. Almost made her look like…

“Gwen…”

It took Peter a second to realise his mistake, and his slip of the tongue had left Applejack confused.

“Who's Gwen?”

This was the last question that Peter wanted to answer. Even if it was selfish of him, he silently prayed for something to happen so he didn't have to carry on with this conversation. As if by sheer divine intervention, a scream could be heard from the nearby forest… and a heavy thumping sound. Peter was the first to react, slipping off his knapsack and pulling out his new suit. He glanced to Applejack to tell her what he was doing, but she was already one step ahead of him.

“Now worries Pete. Get out there and do yer thing! I'll call Twilight and get help from her. Go!”

Peter gave a firm nod as he pulled down his new mask and raced forward to the forest, so fast that Applejack couldn't see anything but a red and blue blur. Yet even for her initial confidence in him, she was still worried.

“Just be careful Pete…”

The forest was incredibly thick, with trees nestled closely to each other giving the now Spider-Mane very little maneuvering space. If it came to it, he may have to go straight for upfront tactics rather than his usual cut and run when it come to unknowns.

Just have to hope that it's beatable for me, cause’ if Twilight was right about one thing, it’s that my powers could fail again at any time. Just have to pray I won't be fighting that long.

A clearing came into view with what seemed to be an open area. The tide may have turned. Jumping through, the first thing that Spider-Mane saw was a zebra, which should have been a surprise but he quickly remembered where he was. With a graceful landing, Spider-Mane was right in front of this mystery individual.

“I'm guessing you were the one screaming? Spider-Mane, hero for fun. What can I do for

you?”

Just before she could respond, the same thumping sound as before returned, except much louder. Turning around, Spider-Mane was greeted with a set of green feet. Looking up however, to his shock, he saw a creature with multiple heads. A creature in some regards which was very familiar to him.

“A Hydra… you gotta be kidding me!”

“A mighty beast of great feat, will be quite a challenge for you to defeat.”

Peter scoffed under his mask. His good day had now gone into shambles.

“No kidding.”

Spider-Mane crouched down, ready to fight. Seeing it was now under threat, the Hydra's 4 heads unleashed a mighty roar and charged forward for the kill. With no other option but to fight, Spider-Mane leaped into battle.

To Be Continued...

Skeletons in His Closet Part II

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Tragic Discovery

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No More Secrets

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Powerful Meets Great and Powerful

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Gala Time Part I

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Gala Time Part II

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Gala Time Part III

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Ready For A Rematch?

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The Last Day

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Everyday, A New Challenge

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