Twilight, Spidey & Friends: Series 1, Ep. 1: In Your Hooves Part I

Wondering how he was even able to maintain his position through that entire ordeal, Fluttershy, shakily tearing, began to ask Twilight and Rainbow Dash to assist her in lowering him. However, before anything else could happen, she heard the hissing grunt of the sprawled Queen of the Changelings down the hallway. "I understand, now."

She shakily rose back onto her four, punctured hooves, after receiving the full brunt of the blast, as the other four mares behind Chrysalis moved from Starlight's own fading barrier, then looked upward to face the stranger again. "I was confused, at first. Not by your antics, appearance, nor your spectacular heroics, but the energy I've been sensing from you. So strong. So great a power of the will, with such sweet, yet oh, so bitter sustenance."

"Uh, huh," he grunted, still recovering from the shock of his most recent experience, "For argument's sake, let's just say I'm not still hearing bells, and understood everything you just said."

"Well, let me put it to you, this way." At first, due to her own shaken psyche, Twilight was puzzled when she heard the Spider's voice being spoken evenly from Chrysalis' position. When she turned to face the Changeling Queen, however, she was shocked to see her slight suspicions of the stallion being confirmed. Before her, stood a bipedal creature, with feet and hands. She recognized the ruffled, brown set of hair, and brown eyes, glaring intently at the wall-crawler, wearing a completely untorn web costume, showing matching web-lined, red boots and gloves, and thin, translucent material stretched out from under the raised arms. "You can't even look at your own reflection."

Twilight turned her focus back onto the web-head's bewildered, but then stoic reaction. She then looked back to hear a new voice continue. She saw a young woman with gleaming, red hair, and green eyes, saying, "You let all those you care about so deeply down, Tiger."

Chrysalis shifted forms, yet again, into an elderly woman, with light blue orbs, "Such a disappointment you've become to them." Then, into a male youth this time, with dark, red curls, and still glaring, but with grey teal eyes, she said in a light, scratchy tone, "No matter what you do, no matter how hard you try…" Shifting a fifth time into a taller man with greyed, light brown hair and cobalt blue eyes, in uniform, she completed in a rumbling bass, "…they always pay the price." Another older gentleman, in a sweater spoke up, "It's time you faced the music, Kiddo." One final time, the Changeling Monarch changed into another young woman, with golden hair held back by a band, and cyan orbs, as she snidely finished, "Because you chose this life."

Everypony simply stared at the odd, yet seemingly haunting spectacle before them. Seeing how each strange, unreal face shown to the stallion above caused his quivering eyes to narrow into a squint, and the last two of which prompted a couple of snorts from him especially, made them realize he did, indeed, more than knew them. Essentially, as if he were, in fact, one of them, and a part of their lives.

They watched him then shift his hardened squint and clenched muzzle, into widened pupils, and a smug grin, masking his torment, saying, "Okay. Well, that was officially weird. Creepy, even."

However, all who were present became no more aware of this than Fluttershy, Applejack, Celestia, Luna, and even Pinkie Pie, who viewed the Unicorn stallion with great unease at his amused response. They all then quizzically witnessed him turn to crawl onto the ceiling with three of his hooves, moving casually past the arches, as he continued, "I mean, if you think about it, nothing is more disturbing to see than somebody else looking at you funny – sorry, I mean somepony else – with your own face. But on the other…hoof, nothing is worse than somepony getting inside your head, and turning your own thoughts and memories against you, especially those concerning the ones you care about. Now you." He halted midway, then casted a line from his pastern, gradually lowering himself, upside down, "You probably wouldn't understand that kind of thing, since all you probably care about is to see all those who look at you funny, with their own colorful, pretty faces suffer, no matter what it takes. Even your most loyal subjects are expendable to you."

"You dare mock me," Chrysalis snidely hissed, "But only because I landed the first blow unto you."

"Too true," he calmly replied, finally reaching his suspended eye level to that of her own, "But there's more. You see, why would ponies understand you? Why even bother trying? And why shouldn't you treat them the same way? Because they really don't know, and they would never want to know, that deep down, they're just as pretty as you are. But you can be so much, so much more. Deep inside, you can be truly amazing."

"What is this," venomously growled the Changeling Queen, "What are you doing?"

"No, really, I mean it. You can be absolutely beautiful! Bellísima!"

"Stop this," she stammered back on her hooves, "Cease, this instant!"

"The most radiant, enchanting, wonderful, exuberant, vibrant, lovely creature I have ever-"

"Silence!" In a fit of fury, the punctured, lean Queen lashed out a fierce ray of lime energy, unto the suspended Unicorn arachnid, vaporizing the adhesive on it instantly, who swung away and somersaulted gracefully behind her. The four mares at the breached doorway could no longer see his softened facial expressions, but only the red, rounded icon of eight, short appendages on his spine.

"Oh, sorry. Was it something I said? Did I hit a nerve? All I did was tell you you're drop-dead gorgeous." She twisted her towering, black form, flipping her long, sickly blue mane, as she weaved to strike with hoof, horn and fang onto the now-bantering pest. With a screech, all her expended energy was still for naught, as she witnessed him take his good back hoof to the top of the doorpost, crossing his forelegs in response. "Sheesh. I guess somepony's mama and papa went wrong somewhere."

"What do you think you're doing?!"

"Well, let me put it to you this way, Majesty. You said the energy harvested into the crystal is the energy that comes from acts of love and kindness. And you would use a spell to turn it against those who enacted said energy. Like what you did with Rocky. Kind of below the belt, but I guess that's your forte, huh? Or do you even wear belts around here? Anyway, as you have noticed and said also, the energy stored inside that piece of rock is allergic to my kind of energy. And since you feed off of that energy inside, and you're also the one who made the gem, then I'd hate to know how badly you’d react to me."

"You can't honestly believe that-"

"Hey, beautiful, want to fly on by to get some coffee later," his voice, seemingly genuine again, spoke up, "Because I'd really like to get to know you better." She shrieked in response, cringing onto her knees. "I take it the sentiment's not mutual."

He spun a quick line to the middle of the ceiling, then twisted out of his position, swinging to the throne on the other side. "I won't forget to write! I promise!"

He then landed squarely in front of a befuddled and delirious Twilight, asking rapidly, "Princess, are you thinking what I'm thinking?"

"That was – I can't believe – you just…but how – Are you insane!"

"Close enough. Here," the Spider said, casting another line onto the gem between them, then tossed it up into her field of vision, "It's okay, even if you say no, we can still be friends."

She caught it with her crimson magic, baffled by both the improvisational act, as well as his remarks. After looking at the emerald carefully, and pondering the purpose of his actions, she heard him say, "I need you to cast a quick luring spell on it that draws every Changeling towards the energy inside."

"Every Changeling?" They both turned to see Thorax's concerned furrow of his cyan bug eyes, to which the wall-crawler quickly corrected himself, "Every Changeling who intends to harm us. Who knows, there may be a few others. I'm flexible."

"You're a Unicorn," spoke the also-bewildered Pegasus Captain inquisitively, "If you wanted a spell for the stone, can't you cast it yourself, without touching it?"

"Long story," both the webbed stallion and the Alicorn Princess answered. But she quickly recovered, saying, "And even if he could, his energy will still respond poorly to that of the crystal."

"And since there's only one of us with that kind of problem," continued the Spider, "At least, one that we know of, I definitely could use the help. So, can you do it?"

"Why me?"

"Guess it's because I'm under quick assumptions, here. Bit of a rush, sorry. Is that a no, then?"

"It will take some time," Twilight thoroughly pondered, catching the notice of a recovering Queen and her subjects, "But I'm sure I can manage."

"Perfect! Take all the time you need. Or, at least, as much time as the rest of you can give us." Shifting his focus onto the gathered ponies around them when he made his final statement, he turned around asking, "Sorry. Assumptions, again. Would you please buy us some time?"

"Ha! Like you had to ask, Web-head." Rainbow, AJ, Rarity and Starlight had already rejoined the assembly, standing beside the rest of their friends, including Fluttershy, and ready for action. "Just say the word, and we're there for yah, Sugarcube!"

"Indeed," Rarity offered, in addition to Applejack's reply, "Your courageous efforts against the insurmountable odds stacked against you has certainly inspired us to aid you in any form we can."

"This is going to be super-duper exciting!"

"Just be wary of what you're about to do, strange pony," Princess Luna advised, "Already, from what I've only seen of your current state, your life force may dwindle at any given moment."

"Noted. Thanks."

"And Twilight," her sister added precariously, "Be sure the spell acts only as a summoning beacon that draws the Changelings, so no harm may befall them, due to the ambiguous nature of 'lure' and 'trap'. For Thorax's sake, at least."

"I'll be sure to do that, Celestia," she firmly nodded, "Thank you."

"Great," beamed the Spider, seeing the snarling gaze of Chrysalis, "As soon as they all follow, gather everyb-pony you can, and set up barricades to contain them in an isolated area."

"Where will you go," Fluttershy inquired.

"Someplace high, for starters. Which reminds me, I'm going to need a Pegasus strong enough to launch me as far as possible." He then turned to Rainbow Dash, saying, "Still not open for business, partner?"

"I think I'll stick to my speed for now, Overweight. Thanks, though."

"What do you mean, launch," Twilight asked. He then glanced at the armored guard beside the lavender mare, and asked, "What's your name?"

"Captain Flash Sentry of the Crystal Empire."

"Really? Okay, then. I'll try to avoid calling you Eugene, and stick to Captain Sentry. That actually reminds me of a friendly face. Are you in?" The stallion Pegasus' confused response goes unnoticed as the hisses and shrieks began to accumulate with the rising aggressors all around them.

"Go, Captain," Cadence sharply ordered, "Look after my sister-in-law also."

"Good luck to you three," firmly stated Celestia.

"And you, also," the young Princess responded in kind. "All of you."

"Be careful, Twilie." At this, the three ponies made their way to the nearest broken window, taking down whatever hindrances that hovered in their path. The Alicorn, with emerald at the ready, and the Pegasus took flight, as the Unicorn sent another line upward to hoist himself, as the remaining defenders began their own assault. None, however, were aware of the flickering glow of crimson that faded from the satchel and remained inside the open, heavily damaged compartment.

"Get them," shouted the insect pony monarch, "Be sure they do not escape! Especially that pest!"

Oh, great. I'm making new friends here as I go. Must be my charm. I'm just glad she didn't mention my name. Or if she could, she didn't even care for it. Meh, take it and go with it, I guess. He began to scale the structure of the palace, as the winged ponies flew over him, and the sound of serpentine noises emanated from below. Sensing a heightened level of urgency from that aspect alone, Spider-Man made a great leap, to increase the distance, then sprang to a full, vertical gallop, until he reached the roof.

"May I ask you something?"

"You just did, but sure, Princess." He heard a slight huff of irritancy from the mare behind him, who glided onto the rooftop, as well, alongside the captain Pegasus. He turned to face his most recent partners when Princess Twilight began, "Everything you said, down there. To Queen Chrysalis. Did you really mean it?"

"Well, I kind of had to, because I knew the only way she could even get that kind of energy from me and react that way, is if I were actually genuine in my words and thoughts, in the first place. You know, that reminds me. I need to get her mailing address when all of this blows over."

"You truly see something good inside of her? Beautiful, even?"

"Like I said, I think she just got the wrong kind of message growing up. Maybe there's a chance to get to her, somehow. Only one way to really find out."

Kind of like with Flint Marco. Suddenly, the building top was completely surrounded, having Changelings approaching from all sides with great ferocity. The three ponies engaged their opposition with determination, focusing on those who dared to strike first. As each aggressor was bucked, kicked, punched, ensnared, swung, levitated or blasted, Spidey heard the Princess continue her line of thought.

"That's definitely true. Take it from somepony who knows. Okay. Now, I know you're not from this world, and that you were not even a pony before coming here, let alone a Unicorn."

"Another world," Captain Sentry pondered with puzzlement, as he landed for a brief respite.

"And I know I can go on for hours asking about where you're from, and what your world is like. I would even make a few mentions concerning your dietary habits and technology, from what I've seen when I became human." Si'djuy! Just then, Peter sent a quick line of web onto the nearing opponent behind her, pulling it towards him, and threw a swift kick in a circular motion, sending it back to hit another rising Changeling. Poom! Bam! "Please, don't."

Just my luck. Of all the ponies to take with me on this trip, it had to be one of the curious, scientific types like myself. Here's hoping she doesn't ask the wrong kind of questions. He made a rapid turn backward, launching another massive kick to the danger that alerted his spider sense. As he landed a couple of punches onto the next assailant, he noticed the orange Pegasus taking to the sky, diving onto several unanticipated insect ponies with his lance and shield. The lavender, winged Unicorn also made a few maneuvers herself, gliding in intervals around the occupied rooftop, sending various rays, shocks and manipulation spells in the vicinity. As soon as the ground and skies were temporarily cleared, and Spidey moved towards two flagpoles nearby, she continued, "So, my main question to you would be: how did you come by with these abilities? I mean, even for a human, such skills are physically impossible. But were you born with them, or something?"

"What's the best local area for isolated containment," he plainly asked, to which she answered, "The ancient Palace of the Two Sisters. It's in the Everfree Forest, south southwest from here, near Ponyville."

"And the crystal?"

"Not quite ready, yet. I have the spell ready for casting, I just need to recalibrate the emerald, first."

"Well," he pondered his words carefully, as he firmly, though gradually, lifted a pole from its former station, with a grunt, "It was a school fieldtrip. I was nearly sixteen, and we went to the most advanced scientific laboratory in one of the greatest academies in the world. They were showing the class their genetically engineered spiders, with the combined traits of various species. One must've got out, because I felt something bite me on the hand. I guess its venom somehow altered my own genetic build, because, well, you know."

"Can you describe your skills set to me?" He casually strolled passed her with the pole finally removed, resting on his withers and neck. She observed, still levitating the gem, and progressed in her spell's adjustment. He then answered, "Well, you're looking at one, right now. Proportionate strength of a spider. Then there's crawling on walls, leaping great distances, incredible flexibility. There's also enhanced stamina and agility, to which I believe I owe some gratitude in helping me adjust here as an equine on such short notice. And lastly, what I call a spider sense. It alerts me to any sudden changes in the environment that prove to be lethal to me. Though that doesn't necessarily make me untouchable, as you may have noticed."

"Now that last one I probably would only surmise after much further observation. And, before that…" continued the winged Unicorn Princess, as he slammed his load firmly into the roof like a fence post. Poom! "…what were you like?"

"Heh," he chuckled, as he back-flipped over a charging adversary that alerted his senses, then spun his web onto its back, and swung it towards the hovering Captain, who bucked it. This caused the line to counter its spin, as well as disabling a few more of the swarm within range of its radius as he landed. "Human, as you well know. But I was your average, every day, class nerd. You know, the professor's star pupil, alongside another. Glasses, scrawny frame, picked on by the sports jocks, the whole nine yards."

"And how long ago was this?"

"More than five years."

"And you've been doing this sort of thing, since then?" The surprise and bewilderment was easily detected, even by Peter's standards, to which he offered a slight shrug in response.

"And you've never received proper training or instruction for that kind of life," Captain Sentry offered his own questioning, now curious about the wall-crawler's career of service, despite being non-militant. "With the exception of first-hand – first-hoof experience, no."

"What exactly inspired and disciplined you for such a great cause?"

"Hey, I hate to be rude," Spider-Man attempted a polite aversion, "but since everypony's been asking questions, why don't I have a turn?" As he was saying this, the web-head jumped and swung on the second flagpole, placing well-aimed kicks on the newcomers above. Never thought the wrong question would be asked by the third member of our little social gathering.

"Let me start with you, Your Highness, may I?" After he saw her ignite her horn with a massive glow that radiated the entire sector of the roof, the upcoming aggressors became immobile where they stood, charged, or hovered, only able to breathe, hiss and shift focus. "Wish I had thought of that sooner. And yes, you may."

No more punctual interruptions. Perfect. Just be grateful she didn't catch on, yet.

"You said your – sister-in-law, Cadence? – Princess Cadence taught you how to use your newfound abilities when you became an...Alicorn, as you call yourselves. How does that happen, exactly? And what were you, before?"

"I was a Unicorn, like you are now," she spoke evenly, in reply, "Also, like you, I was Princess Celestia's brightest student, wielding raw magic that she has never seen in anypony. Four years ago, she tasked me with studies concerning the Magic of Friendship, in which my newfound friends and I attained the Elements of the Harmony to help stop any evil from threatening Equestria. You've already met them, among others. Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy. Spike's my assistant, while Starlight's my very first student. In two years, I reached the epitome of my diligent lessons, in which I completed an ancient spell that strengthened our bond, to the point of actually embodying those Elements, and no longer wielding them. And, in the process, I became the Princess of Friendship, sharing the same responsibilities of governance and guidance with my friends. There's also much more to learn about Friendship, still."

This prompted a low whistle of amazement from Spider-Man, who spun two lines of web onto the poles, having himself facing the direction of his intended destination. "So these, Elements, are they some kind of physical elements, like water, fire, air, and the like?"

"No, they're Honesty, Generosity, Loyalty, Laughter, Kindness, and Magic."

"So, virtual elements, then?"

"Virtuous, more like. But yeah, you get the idea." She noticed him wrap the two strands behind his back, standing on his uninjured hoof, and holding tightly with his fore hooves. "How's the emerald coming along?"

"Almost there. Just what exactly do you plan to do?"

"You'll see. How about you, Captain," he responded instead, hopping backward, as the web-line began to stretch, "Tell us about the Crystal Empire, why don't you?"

The Pegasus had been looking downward, after Spider-Man's shift in questioning, watching for any more Changelings that might have ascended upward to their position, only seeing flashes of light, and hearing smashes of combat from inside the shattered windows below. Concluding that their friends and leaders' position was well maintained, he turned to face the arachnid Unicorn, saying, "Only as much as I can tell you. Which isn't much, really. The Crystal Empire and its inhabitants, the Crystal Ponies, had disappeared for a thousand years, leaving no trace of its whereabouts, and forcing it to fall into legend and myth, until it was unheard of before it returned."

Kind of sounds like King Arthur and the Knights of Camelot, if you ask me.

"So, you're not from there, originally?"

"No, I wasn't. I grew up here, in Canterlot, as did Princess Cadence, whose royal guard I joined after she became an Alicorn Princess, herself. When I was old enough, anyway. It was only after the wedding with Prince Shining Armor, whose previous rank as captain I was promoted to, that the Empire returned, and they were sent to govern and protect it and its subjects. Princess Twilight can tell you more about it, I'm sure."

So that's his full name? Peter stifled a snort, for fear of offending the royal sibling present. Guess I should’ve known. Okay, now I'm definitely curious about the naming system around here.

"Is something wrong, Spider," the Princess inquired, noting his refrain from laughter.

"Just seasonal allergies, I'm okay," he fibbed, then removed the torn mask from his hidden belt. As he placed it back onto his head, Princess Twilight asked, "Why put that back on?"

"To shield my eyes from the wind resistance. Plus, I felt sort of incomplete without it." Then turning to reassess the state of his entire costume, he commented, "And I now realize just how poorly that point was made, after I just made it. Crystal primed, and ready?" Noticing her bemused reaction shifted to that of further concentration, she then stated, "Yes, now I think so. But what wind? There has been nothing but a calm breeze all day."

As he removed the nearly emptied cartridges from his bands, in exchange for a new pair, once again, she decided to express another curiosity she possessed, "So, where do you get your own webbing? Is it organic, or artificial, or a bit of both?"

"Artificial," he stated, "I mimicked the chemical properties of a spider's web in a liquid state, to a certain degree. But I made a couple more enhancements on its atomic structure also, making it stronger than steel cable, like on a bridge, as well as elastic. But it's also biodegradable. Alright, Captain Sentry, this is where you come in."

"What will you have me do?"

"Just lift me from the roof, pull me further away from the poles, aim for the forest, and wait for my signal."

"Spider," said the lavender Alicorn, at last, in realization, "You're not seriously contemplating-"

"It's the quickest way of leading them to an uninhabited location," he quickly countered, "Don't forget to let loose the ones that have been captured, also. And while they're following, you'll use that time to gather everpony you can from Ponyville – that's the town close by, right? – and form the barricade, as soon as we land."

"They'll land, but you'll fall," she argued, "Besides, how do you even expect to carry-" F’dissh! He shot a quick line onto the gem, at once, giving it a firm tug to remove it from her magical grip, to which she snorted in response. "Thank you, Highness. Also, gesundheit."

Now fully aware of Peter's plan, Captain Sentry lifted himself from the roof, holding firmly onto the Unicorn's frame. Flapping his wings into a steady and smooth, yet strong rhythm, he gained substantially more distance from the flagpoles the line was attached to, forming a slingshot.

"Quick question about yourself, Captain," Spidey muttered, in a friendly attempt of trivial conversation, "What exactly inspired you to be a royal guard?"

"Strictly between ourselves," he replied near Peter's ear, reiterating his enquiry, "What was your inspiration, first?" He tilted his head and shrugged with a sigh, deciding the trade was only fair, given the nature of such insistence.

"My uncle. You?" The line reached the apogee of its elasticity, forcing the Pegasus captain to warily maintain his grip before releasing, as the emerald started to radiate a slight crimson. "Laurel Ray."

"Now." Poing! Whoosh! "Yee-hah!"