Okay, just calm down. This is only a dream. Yeah, just some crazy nightmare that I'm in, where I'm turning into a mule a la Pinocchio after going to Pleasure Island. As soon as I wake up, everything will be fine and dandy. Man, I so got to lay off the bratwursts before bed.

As he continued to take deep breaths and ponder such remarks to himself, which, oddly enough, seemed to calm him, he raised his right (now hoof) to rub the back of his head, when he felt his ears standing on top rather pointedly. Then he ran his limb across his entire cranium, noting also a sharp object attached to his forehead, as well as a firm snout and jaw, both of which tore out of his mask.

"Oh," he bewailed carpingly, after viewing the reflection from a window, "If this is my subconscious' idea of telling me to get a serious wardrobe change, then I've definitely got a bad sense of humor." Facing down onto his loose and lengthened attire again, he decided it would be best, so as to allow for maneuverability, to tear off his sleeves up to his shoulders, as well as the leg pieces up to his thighs. While doing so, he contemplated, If…I mean when I wake up from this, everything will be back to the way I left it. Back at the Silver Spoon, back to being a normal human being, my costume back to fitting me as it should, and getting my…self…handed to me by both…okay, now I don't know if I want to wake up.

After completing his task, his trail of thought was abruptly cut off, when he turned to finally notice a small, frail figure by his side. Cautiously, for fear of losing his balance again and collapsing on top, he crept on all fours to gain a closer inspection of the creature before him.

Let's see. Hooves, pointy ears and snout, looks like a chocolate brown coat with a silver mane. Elderly, from the look of her humanlike hair and tail. At least, I think it's a "her". Hair length should never be a deciding factor these days. So, I guess I'm not the only one like this. Are those wings I'm looking at? Focus! Is she even alive?

"Um, excuse me, miss," shakily he asked, in a concerned manner, "Lady, are you alright?" Observing that the chest was rising, and placing his right (hoof now) onto the lady's shoulder, he could sense that she was peacefully sound asleep. Well, that's a good sign, at least. Now I'm just wondering why she's sleeping in here of all places? And more to the point: where is here?

"Spider-Man?" The sound of a familiar voice groaning from behind caused his left ear to perk up, and turn to have its receptive end face the side, when before, it had bent downward. Sensing that sudden shift of motion from his head, he pondered while touching it, Okay, now that's just weird.

Regaining his focus, Spider-Man turned his head to practically face his entire back section, shifting his gaze onto another figure on the floor, possessing a bright peach coat, along with a long, fiery red mane and tail, and deep, green eyes that were half-opened. The figure spoke up once again, in a low, weakened tone, asking, "Spider-Man, is that you? What happened? Where are we?"

Oh, no. Finally recognizing the female voice, as well as the short, black skirt she was wearing, he returned his attention to the sleeping form in front of him, and realized he had seen those spectacles, long skirt and recently torn blouse, due to the wings, before. No. It can't be. Aunt May? She and MJ…they…they're here too? Wherever here is?!

The floodgates of countless questions, comments and concerns were widely opened, unleashing a torrent of insecurities to assault Peter's mind mercilessly. Snapping back to his present moment of being, with a rampant shaking of his head and loud huff through his nostrils, he retained his composure, ever so slightly, to ask himself, Wait! If they're both here with me, then does that mean…?

He turned his entire frame around, lifting his left hoof as he stopped, and noticed a third equine figure, deciding to fully acknowledge that factor now, possessing a white coat with black stripes. The grey curls from a slightly bald top, along with the sweater vest and necktie, were clear indicators as to who it was. Doctor Bromwell! A…zebra? Okay…I don't know if my subconscious is being racist, or politically correct right now. Still, if he's here, along with MJ, then at least Aunt May is in very good hands through this ordeal. Or should I start saying "hooves," now? Ugh! This is all really, very unsettling! Although, I guess it's a plus that they're not over there, while I'm stuck here unable to help them. I mean, with that whole situation happening before all this, if anything, we just caught a nice break from…

Peter's optimism, as if on cue, was rudely interrupted when his ears twitched backward, to which he still has yet to grow accustomed, to the ever growing sound of rumbles, as well as distant shrieks, his hooves gradually feeling the earth tremble beneath him. He turned around completely, once again, to face the outside of the diner's window panes, wondering what might be causing the noise. Sounds like the Run of the Bulls out there. Makes me actually wish I were in Spain for that, instead of…well, whatever this place is.

Suddenly recalling the half-conscious…mare, who gradually and shakily rose nearby, Spider-Man offered his hoof to Mary Jane's own, to which, understandably, she viewed and accepted with shock, hesitation and great uncertainty.

"Are you okay, M…miss?"

"Well, nothing's broken. Just stiff," she warily replies, striving to remain calm, as well, "Plus, my head hurts. But this is…disturbing. If anybody told me this morning that this would happen while I was getting coffee, I would've said they were crazy."

"Yeah, probably getting your morning buzz isn't such a hot idea, after all. Maybe you should start trying decaf."

"At least one of us is taking all of this pretty well."

"Trust me, lady, I'm taking it just as well as the next wall-crawler. In fact, I'm not even sure if I'm dreaming about all of this, unless we're somehow sharing the same dream, which actually sounds even more discomforting. And I don't mean it in that sense."

"Don't worry, no offense taken. But if this were a dream, why are we waking up into it, instead of out of it?"

"Huh, good point," Spider-Man commented as he rubbed the back of his head in thought.

"Oh, gosh," he heard MJ gasp, "Are they…?" Following her gaze to his dormant Aunt May and unconscious friend, Dr. Bromwell, he answered, "Your friends from the coffee shop? I think so, yeah. Don't worry, they seem to be fine. For the most part, anyway."

Before she could struggle with her newly attained four hooves, and make her way to her friend's aunt, the shaking ground and wild screams that were heard previously began to intensify, to the point of which it seemed to be advancing towards their precise location.

"What is that," inquired the redhead, "A stampede?" What she received for a response was a sight neither onlookers were expecting. A vast multitude of equine creatures, all in a wide variety of pigments for their coats, eyes and manes, were madly dashing down the blue brick road. They were causing the screams that Peter heard, instead of the whinnies and neighs he would have expected to hear from them.

"Again, where are we?" In answer to Mary Jane's bewildered question, he shrugged in kind, "You want my educated guess? We must be somewhere over the rainbow."

Still making quips. Just not sure if it's any indication that I'm not actually losing it.

She hovered with extreme caution over the fear-stricken ponies, keeping a close eye on any that may have stumbled, while also ensuring, to the best of her ability, that they all departed through the gateway as calmly as possible.

"Um, excuse me," she muttered softly through the shouts, "If you could just…pardon me, but if you please…um, sorry, but just don't overreact, trot carefully to the gate, and everything will be…"

It seemed, however, that all her efforts were to no avail, for they all continued to rush and shove past one another spontaneously while also creating a great ruckus, to which she could only respond by completing her sentence, "…fine?"

"Alright, y'all, listen up!" The rowdy proclamation reverberated most fervently between the cascade of buildings, overpowering the shrieks and squeals that have now been silenced. Before everypony stood an orange-hide mare with a golden mane and tail, white freckles on her cheeks, and a Studson on her head, accompanied by a light-blue Pegasus with a colorfully assorted mane and tail of her own, as well as six of the royal guards beside them.
The leading mare who called, knowing she attained the inhabitants' undivided attention, continued, "The sooner yah stop screamin' and buckin' like a bunch of wild boars caught in a hornets' nest, the sooner we can get y'all to safety in Ponyville! Cuz the last thing we need is to waste more time keepin' yah in line while we've still got a pretty big problem to handle. So just remember the drill, and follow the royal escorts as calmly as possible, listen for instructions, and Ah promise we'll be gettin' y'all home, safe and sound, before yah know it."

After witnessing all the ponies settling down at last, the yellow Pegasus with the long, rosy mane, heaved a gentle sigh of relief. She continued to watch out for any that may have lost themselves in the great frenzy or were left behind, as she continued to hover her way to the gate near the end of the line. Then she heard a great shout emanating from a local diner behind her. "Hey! Could use a little help here, please?!"

With great alarm, she turned hastily, and flapped her wings as quickly she could muster. Once she arrived, she became aware of two ponies waiting at the door, each with an unconscious one lying beside them. From the looks of their appearances, she could tell that the one wearing the red and blue, web-themed clothes, and a mask with blank lenses, was a Unicorn stallion. The one in the skirt was an Earth Pony mare, and sprawled before her were a mare Pegasus and a stallion Zebra, both elderly it seemed.

"Oh, my goodness," she lightly exclaimed, "Are you okay? Are they hurt? What happened?"

"Hey, yeah. We're fine. They're just out cold for some reason. And that's kind of a long story." The rapidity of the masked web-stallion's sudden responses momentarily caught her off guard. However, she quickly recovered when she heard him continue, "Anyway, these two need medical attention, I think. This one next to me is still getting her bearings. In fact, I still am too, but not so badly. Super enhanced spider stamina, and everything. But I need to get them to safety. A hospital is greatly encouraged, by the way."

"Oh, of course, um-"

"Fluttershy!" A hoarse shout from down the road reached the ears of all who were present at the diner's entrance. "Fluttershy, what's holding you up? We got to keep moving, pronto!"

She turned her head, calling back gently in reply, "Come over here, Rainbow Dash! I found some more ponies who need help badly!"

"Uh, are you sure she can hear you from-" the unicorn began, but was cut off abruptly by the sudden flash of a rainbow contrail, following the rainbow Pegasus who managed to zip over to their position within a blink. "…there?"

"Fluttershy," Rainbow Dash sternly spoke, "You know you got to work on your voice level when it's an emergency. I can barely hear you."

"At least you did hear her." Facing the ponies in dire need below her, Rainbow examined them thoroughly, and eyed the masked one in particular, before asking, "I thought we cleared this block out, already. What are you ponies still doing here? Didn't you even hear the warning bugle go off?"

"We sort of, kind of just got here," replied the male Unicorn with a shrug, who looked at the Earth Pony to see she was now too exhausted to speak for herself, "We also had to drag these two out here before we could nab anyone's attention. We're a bit out of it ourselves, so if you don't mind taking us to the nearest hospital that would be most appreciated."

"Sure," the sky blue Pegasus chuckled, "If you want to take the next block back that way towards the danger, then be my guest. Otherwise, you're going to have to settle for Ponyville, 'cause that's where everypony's headed."

"Ponyville?" She and Fluttershy, glancing toward each other, were unable to distinguish whether the Unicorn with the web mask was complaining, or simply asking in quizzically comical fashion. However, he continued, saying, "Of course it's called that. Okay, sure, fine, whatever. Ponyville, it is. Just help us carry these two out of here, and lead the way."

"Oh, of course," stuttered Fluttershy, sensing the renewed tone of urgency in which he spoke.

"Yeah, sure," Rainbow huffed, "Have the mares to do the stallion's work." She rushed over to the zebra's lying form, and lowered her head underneath his neck and left hoof, lifting him onto her right shoulder. It seemed the stallion picked up on her method, blatantly stating, "Oh, okay. Yeah, that's definitely better than using my teeth."

With a roll of her maroon irises, she watched him warily using the same technique with the senile Pegasus, noting how cautiously he behaved whenever he seemed to overcompensate for his horn. Heaving a great snort of impatience and urgency, Rainbow Dash sullenly growled, "Anytime you're ready is cool by us."

"Hey! I'd like to see you try lifting someone while holding a fear of impalement! Seriously, I'm just glad I'm not the Rhino, the rampaging idiot he is."

"Here, let me help," offered the yellow Pegasus, her soft, teal eyes fully comprehending his frustration. She then took the elderly mare onto her own shoulder, allowing for the masked stallion to offer his fore hoof as support for the Earth Pony, who appeared to be gradually slipping.

"What's with her?"

"I don't know," he answered Rainbow in a low, somber tone, "Just the sooner we get help, the better."

"Okay, come on!"

Watching, as the extended line of ponies filing out of the great city's walls neared its completion, Applejack spotted her friends gaining ground with the others, while also carrying and leading a few remaining stragglers. Seeing the two elder ponies on the girls' backs, and the torn attire of the masked stallion beside them, with a mare leaning on his side, indicated to her that something was amiss. She went up to meet them as they continued moving, before she openly expressed her relief and concern.

"It's about time y'all showed up. Ah was startin' to worry about yah. What happened?"

"Oh, nothing. Just somepony decided to take his time figuring out how to lift and carry others on his own." The stallion huffed in response to Rainbow's snide remark, quipping in kind, "Hey, back off. I'd like to see you try figuring out how to walk on two legs without any support. If anything, I think quadrupeds have it easy."

As Rainbow and AJ tilted their heads and furrowed their brows toward the Unicorn's reply, Fluttershy calmly countered, "He was only worried that he would hurt the poor lady, Rainbow Dash. I am sure anypony would feel the same discomfort, had they been in his hooves, especially under such stressful conditions."

"Wouldn't that be 'in his horseshoes,' or do you even wear those?"

"Anyhoof," Applejack stated evenly, after further viewing the masked Unicorn with confusion and slight suspicion, "Looks like y'all could use a doctor on the double, right 'bout now. Just follow me, and we'll get y'all well situated."

"Sure thing, Ms. Shocker, ma'am." Before the golden-mane Earth Pony could even glance at him with an enquiry concerning his reply, she felt something push from behind her, and found herself sprawled onto the ground. Poom! Losing her Studson, as a sudden force pressed against her back, AJ shook herself out of the daze, finding the weak, fiery red-mane mare beside her, with the stallion springing up suddenly from atop of them. Everypony was near the gateway when they all turned around to face a massive stone creature, with glowing, venomously green eyes, which had completed its leap shortly before, and landed squarely above them, its foot precisely where Applejack last stood.

She grabbed her hat, placing it back onto her head, then stood in awe and dread alongside her friends. All three became dumbstruck speechless, while Fluttershy particularly gave a tearful whimper, as they spectated the petrifying sight above them. The torn-costumed, masked Unicorn stood in front of them, placing himself into a seemingly awkward crouching position between the stone giant and the others. The monster loomed overhead, casting a dismal shadow over the ponies, as it bellowed a gravelling Roar! onto them. Out of the remaining members of the evacuation party, he was the only one of the four still fully conscious willing to speak, whining with a gulped throat, "Mama, I'm having a bad dream. Please wake me now."

Author's Note

For those who are unfamiliar with the character of Doctor Nicolas Bromwell, I had to do a little research about him, myself. Actually, there was very little to find. All there is to know about him is that, in the comics, he was the frequent physician checking on Aunt May during the '60s & '70s. In the SSM series, I thoroughly enjoyed his small scenes with Peter's Aunt, and especially seeing him at the Thanksgiving dinner, along with Gwen and Captain Stacy in "Nature vs. Nurture." So, I took the liberty of offering him a slight promotion to family friend, as well. If you wish, you may offer any and all feedback in the reviews section, so long as they remain clear, to the point, and non-profane. Perhaps even a suggestion that I might not have pondered yet, through private messaging, can be given. You never know. Thank you, and God Bless.