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

by Ursulus Bright

Chapter Six

Previous Chapter

It was during the great skirmish between the Equestrians and Changelings in the throne room, that events began to make for an unexpected turn. Throughout the confrontation, neither side seemed to gain the advantage, each reaching to some form of impasse against the other's advances and counter attacks. However, there was no need for a victory on their part, for the ponies, dragon and fellow Changeling noticed a sudden shift in their adversaries' behavior. A spark of bright crimson began to gleam from the corner of the punctured, bug-like ponies eyes before them, as they diverted their attention from whomever they intended to strike next.

"No," Chrysalis sneered, struggling to regain control of herself, "This…cannot…be!"

"Yee-hah!" The ecstatic cheer from outside the palace reached the ponies ears, as Twilight Sparkle and Flash Sentry rejoined the others in a radiant blaze. They looked on, witnessing the present situation that was the Changelings’ current state. They began to hover out of the palace in unison, with their buzzing wings flapping more rapidly than ever before. Their Queen was the last to depart, still fiercely resisting the impulse that has arisen in her, but to no avail. "This is far from over! I will break free! And once I do, I know exactly what must be done, to finally eradicate you all!"

To prove her point, she ignited her deformed horn unto the object she had noticed, while confronting the Royal Sisters directly. Her lime energy made contact with the bag that was still contained inside the compartment, once concealed. Realizing the insect monarch's full intentions, and seeing the breach spell having been dispensed, once again, Twilight responded with great urgency to intervene. However, as she strove to maintain a firm grip with a counter levitation spell, the crucial item she so diligently protected vanished into thin air by the teleportation of its current owner.

"One item for another." The young Alicorn heard the distant shrieks of maniacal laughter, as she turned to see the entire squadron of Changelings make their exit from Canterlot. She took a deep breath to calm herself, knowing fully well all was not lost, but in fact, to their full advantage.

"Well, that was certainly unexpected," said Rarity.

"I wonder what could be in there that she thinks would be so important," gently offered a greatly concerned Fluttershy.

"Just what exactly was in that there satchel of yurs, anyway, Twah?"

"Yeah," added Rainbow Dash, "You said you couldn't tell us about it, because it was such a big secret. What's so special about whatever's in there for you to leave us in the dark, like that?"

"More importantly, where is the emerald," stated her sister-in-law, "And why hasn't the Unicorn returned with you two?"

Sensing the unease from all of her friends, especially the uncertain silence from Pinkie Pie, Princess Twilight took another deep inhalation, before answering, "I will explain to you five about the contents of that satchel afterward, with Celestia, Luna, Shining and Cadence. For now, what's important is that we get it back before Chrysalis has any chance to escape. As for the Spider, he has the emerald attached to a web, and it's with him, on his way to the Everfree Forest, and the Palace of the Two Sisters."

"That's why he needed a Pegasus to join him, and the Princess," Captain Sentry spoke up, "He's now sky bound."

"Wait a sec," exclaimed Dash, "You're telling us, that a crazy Unicorn, dressed in cobweb rags, who can't even use his own horn, is making a suicide jump into the Everfree? And I turned down his offer to help him, and a chance to do it, also?!"

"He said it was the quickest means of ensuring that all attacking Changelings would follow, without obstruction," firmly continued the lavender Alicorn, "That is why we need to take this opportunity, and gather everypony now in Ponyville. Guards, farmers, weather ponies, even those who evacuated, we're going to need all the help we can get, to ensure Chrysalis never gets away, until further notice."

"But what about the Spider," Shining Armor asked, who was then followed by Starlight, "How can we be sure he'll be alright?"

"Ah recon we don't," replied the farm pony, "For all we know, this mighty, well be the home stretch, for 'im. But after the crazy nonsense that Ah've seen from him, Ah trust he'll be out of this in one piece, one way or 'nother. Also, from the way he handles himself, Ah don't think he very much wants us to fret about him, no matter what."

"That is true," spoke the yellow Pegasus, in agreement, "He did distract the giant stone creature so we could help his friends out of the city. And I think we all know how that turned out for him."

"His friends," Twilight gasped, finding out, just now, that he did not travel to Equestria alone. However, taking Applejack's words to heart, she regained her composure and stated, "Then we need to get started, right away. Enough time has already been spent here, needlessly."

"Agreed," Princess Luna confirmed, "We must not turn the stranger's efforts for all ponies' safety be put to waste."

"Twilight," stated Princess Celestia, "You and your friends make for the Everfree Forest, right away, and secure the perimeter. Cadence, Shining, Luna and I will assemble as many volunteers as possible for containing the Changelings. Spike, Captain Sentry, you join Sunburst and Thorax to ensure Flurry's safety, as well as the remaining inhabitants. There's no more time to lose! We need to move, at once!" At this, everypony in their respective party teleported out of the palace, and took the furthest destination, so as to shorten their journeys as much as possible. Having Spike joining with Thorax and Sunburst to look after Flurry Heart, the seven mares were now able to bring their full attention to their given task. Poof-Bling!

"Come on," exclaimed Twilight, making towards the Everfree in a full gallop.

"Can't you just teleport us again, so we can get there already?"

"Remember, Rainbow Dash," Starlight answered, "We Unicorns need to conserve as much energy as possible so that the containment barrier needed to trap the Changelings can be fully stable. Both Twilight and I teleported us here, to evenly distribute the toll it may have cost us individually."

"And what about me," inquired Rarity, close to their tails, "I'm afraid I am not as well versed as you two in such enchantments."

"We'll give you a simple reinforcement spell, while we build up its strength and integrity," said Twilight, as they entered the narrowing pathway through the forest, "Every input from each part is vital to the whole, no matter how small it would seem."

"Well said, Twah!"

"Yes, I couldn't have put it more accurately, myself."

"As for the rest of you," the Alicorn continued, "We're going to need a perimeter established around the ruins, so be sure that nothing can cause a hindrance to the efforts. Starlight, Rarity and I will get started with the barricade."

"Okie-dokie, Lokie!" "Alright!" "You got it, partner!" "Um…okay."

They had reached their destination, finding that the first wave of Changelings have begun to make their approach as well. Having the ruins in sight, across the gorge, Twilight gave Rarity the spell required for her course of action, and once having done so, teleported herself to the other side of the ancient castle, and went to work, right away. As this was happening, the remaining four mares began to encircle the entire area, scanning for anything that might prove troublesome. After Fluttershy and Pinkie scoured the place of any wild creatures they could find, they aided Rainbow Dash and Applejack in clearing the bramble and rotten forestry as quickly as possible. Although it was not entirely completed, it was sufficient in offering enough leeway and space for the now-arriving Equestrians under Celestia and Luna's assembly, who approached Starlight and Rarity, while that of Cadence and Shining Armor took the other sector, near Twilight. The three Unicorns and Alicorn mares had only begun their foundations beyond the gorge, when the hisses and shrieks from above began to escalate in volume.

Everypony turned upward to see the swarm's arrival, as well as that of the airborne Unicorn. To reduce his momentum, he first maneuvered into several somersaults to increase the air resistance against his descent, then spun around to cast line after line of adhesive onto every tree, then rubble tower on the sight, still ensuring his connected line to the stone was intact, but each one quickly snapped after the last. It was enough, however, to regain his sense of adaptability, and swing between pillars and towers, enabling him to slow well enough so as to land soundly onto a wall of the main castle. Or, so he thought.

Sh’dew! He had spun another line with his right hoof, swinging from the highest ledge available. However, he did not reduce his momentum sufficiently still, and failed to compensate for his complete lack of dexterity, exchanging hooves to spin a second adhesive in such tight corners. This forced him to slam himself off, and away from his landing zone, and crash through the remains of a stained glass window. Clang!

"Oh, dear goodness," shakily muttered Fluttershy, "Is he okay? Can anypony see him?"

"I cannot say for certain," Rarity dismally replied, "But even if we did, we could not have reached him in time." The fact that Rarity spoke was an indication that the barricade was complete, with Unicorns standing completely around the ruins, doing their part in aiding the Princesses and Prince's combined efforts for the same spell, exponentially reinforced against the Changelings. The Pegasi and Earth Ponies have stood and hovered in front of their horned compatriots, offering whatever defense necessary against retaliation before it was installed. The drawn assailants themselves, having gathered into that very region, were unable to penetrate it, despite their last, desperate efforts. Far too many swarming to be counted, the vicinity in which the Spider was last spotted was beyond any attempt to rush in for an abrupt extraction.

"This can't be it! Can't you just teleport in there and get him? Or maybe teleport him out?"

"I need his exact location, Rainbow Dash," Twilight answered in kind to the Pegasus' wavering uncertainty, "I can't do anything, from out here. Nopony can."

"No! Don't give up now, Twilight," screamed the rosy Earth Pony, "There has to be a way! Don't you dare think that there isn't another way, because if you ever start thinking there isn't another way, then we absolutely know you can't do anything, and if we absolutely know you can't do anything…" she then reduced her volume and velocity to a somber, deflated tone, "then you're the ultimate, super-duper, worst, party crasher, ever."

All the friends have gathered, after the firm establishment of their brisk efforts, with heads hanging low, and AJ removing the Studson from her head, hearing the shrieks and hisses of their captives. Despite the apparent victory of the day, although they never really knew who he was, they all felt that Equestria had lost a very good pony, albeit a pony for a day.

"There is another way," the lavender Princess gleamed slightly.

"Whatch'yah mean, Twah? How in tarnation can you get him out?"

"I can't," she plainly spoke, "But maybe I can still help him out. The barrier is only meant for Changelings who intend to harm, like the spell I casted on the emerald. Maybe I can use that same beacon spell to send him a message. After all, he would still be near it, ensuring nopony can get their hooves on it and remove the spell, as best as he can, which reminds me of something I also need to tell him. Or, two things, rather. I just hope he can understand it, even more so that he's still conscious."

As she began to concentrate all of her attention onto her intended spell, closing her eyes, while tuning her senses away from her present environment, Celestia, Luna, and the rest of their company rejoined them. Then suddenly, there quickly beamed a bright light before everypony present, from which emerged their most unusual, draconian, multi-bred friend. Ping!

"Fluttershy," he exclaimed, "There you are! I have been looking over hill and dale for you! And under, as well!"

"Discord?"

"I've even asked Left, Right and Center of your whereabouts, and they just hadn't a clue! You know it is impolite to leave your friends waiting without telling them where you'll be."

"Yes, Discord. But you see-"

"At the very least, you should have told me you would be tardy."

"That may be, but-"

"But of course, let bygones be bygones, and ponies be silly. And speaking of silly ponies, I've invited some new friends over for today's tea get-together. I am certain you wouldn't mind." Then turning to see the unusually solemn expressions of everypony present, and witnessing Twilight's current position, as well as her horn beaming sporadically, and hearing the disturbing sounds emanating from within the barricaded ruins, he said, "Did I miss something?"


Okay then…either I need to compensate better…or I just need to adjust my shooters for fingerless limbs, somehow. Again, why didn't I just roll myself into a web ball? Right. See previous. Spider-Man shakily arose from the center of what appeared to be the main hall of the palace ruins. He did not have the time to view the withered tapestries or grand architecture, for he witnessed before him the presence of the Changeling Queen herself, hovering over the duel staircase ahead. Beside, above, and all around the two centered figures, hissed the ever growing company of punctured, black pony-bugs. Deciding to hold onto the web line connected to the emerald more firmly, Spidey took a readied stance, his injured hind leg still raised from the ground. Now I'm starting to reconsider whether I really want to wake up.

"It is over, pest," began Chrysalis beamingly, "You know you cannot keep me from my property for long."

Like when I pulled it out of Rocky, all she has to do to get rid of the spell is pull the stone away from my cold…hooves.

"Actually, I really think I can," he wittingly countered, "Because all I have to do to push your…swiss-cheese holes, is be a sweet-talker to you. You know, say the right words, act all chivalrous and gentlemanlike…or gentlestudlike? You know, be my usual, charming self. Plus, as you well have noticed, I can take whatever this hunk of rock can dish me." He said this, as he raised the line with his burnt hoof, bringing it closer to the other, sitting on his haunches so as to lift it, threatening to touch the gem. Prompting the widened eyes of dread from the Queen and her subjects, he asked, "The question is, can you? So, you know, impasse!"

Huh, mentioning that, now in retrospect, I really don't want to wake up.

"And don't even think about sending your goons to do something funny, because, believe me-" Suddenly, the back of his skull rang in full alert to the looming threat approaching. He seemingly flipped out of his sitting position, and was airborne, without a single transitioning motion in between. Whip! Whoosh! Smack! As he did so, the web-swinger motioned his left hoof into a swift movement, causing the stone on his web to launch wildly around him, impacting on three Changelings who dove directly at him from different directions. They slammed their forms onto the cracked stone floor in natural response to the contact they received from the emerald. Four more came rapidly, prompting him to spin horizontally, still in midair, bringing two of them down with another swing. Once he landed, the web-head sent his back hoof onto his third assailant, with a cringe, then slammed the stone downward onto the fourth in front of him, causing it to land squarely atop its final victim. POW!"…I'll know."

Here's hoping she doesn't test my limits.

"You may think that the battle is won, hero," waveringly growled the insect pony monarch, "This war, however, is far from over. Already, I can sense the influence of that spell dwindling within me. And, as soon as I am free of it…"

Sheesh. Does this lady ever stop? Seriously, there's got to be a principle of the multiverse where every typical baddy enters into some grandiose monologue. I don't even think she's aware of the fact that I'm catching a breather while she's saying all of this. And why would I bother going outside, anyway? It's not like they'll just let me walk out of here without – wait a second. He then shifted his gaze behind his blank lenses, noticing the flickering light of crimson from within the gem he wielded, atop the immobilized changeling. At first, it seemed random. Sporadic. But then Spidey was able to decipher the separate characters that each flicker and flash seemed to indicate. Knowing fully well that his opposing spectators were unaware of his change of focus, due to the torn mask, he eyed them warily, as he continued to watch the seemingly meaningless light show before them. Is that…Morse code? They actually have that here? I wonder what they call it – focus, Pete! Barrier set. Only one to come out. Come with emerald. Don't forget satchel, also. Satchel? What… He then lifted his gaze to view the continual speech's source, whom he tuned out completely, and saw, strapped onto the Queen's back, was the bag he noticed earlier in Princess Twilight's possession, its crimson star, encircled by five white of the smaller variety, imprinted onto its flap. Oh, that satchel.

"…which has now come, at last," he heard the Queen conclude, "Finally free, I will take this chance of liberating my children, and fly off to take vengeance upon all in Equestria, and the world!"

Oh, come on! She used her own monologue to buy herself some time, too?! Guess I don't have much left then.

"Chrysalis," the wall-crawler shouted firmly, raising his hoof close to the gem again, "Do not try anything, or I will use this!" It caused the Changelings around him to quiver back slightly, but their ruler remained constant, announcing, "That is Queen Chrysalis to you, pest!"

"Don't think for a second that I won't!" The next thing he witnessed was the insect-pony monarch pounding her hooves so rapidly, without ceasing, through the lime magic of her horn, smashing ever more deeply into the stone floor, and eventually the earth, forming a burrow of sorts, as would a dauber. Seeing there was, indeed, very little time left to expend, Spider-Man leapt with all of his might, sailing through the air in such a blur, that the surrounding, spellbound Changelings could not offer a response in time to protect their Queen.

Once he had reached the center of the duel stairway, the web-swinger somersaulted from the banister, and over the burrowing monarch. He reached for the strap, and gave it a firm tug. Snap. The leather loop broke instantaneously, sending the bag flying into the air, while the escaping insect-pony remained adamant in her efforts, unaware of the sudden change that occurred, due to her madly focused determination. Once the hovering aggressors finally caught wind of the current situation, Spidey landed squarely onto his hindquarters, raised his forelegs, and before making contact with the stone he said, "This is so going to hurt me more than you."


Ka-boooom! The third blast to emanate from the emerald was nothing short of monstrous. The roaring waves of the sonic discharge would have been enough to deafen the ears of any creature for minutes before recovering. The green and crimson volley that came with it was as furious, as it was radiant, blinding the pupils of any who even dared catch a brief glimpse of it directly. All of this could be seen and felt from beyond the confines of the barrier, instigating shock, fear and dread unto those who became fully aware of its meaning. It was by some great wonder that the integrity of such an ancient structure ever remained intact. Or, perhaps it was some outside influence of long ago, when the palace was once at its prime.


"Yep," yelped the web-head, with an uncontrolled whimper, "Definitely me, more than you."

He finally opened his bloodshot, watery eyes to witness every Changeling sprawled, and heavily dazed on the floor around him. Shakily, he shifted his focus unto the dark, bottomless pit where the Queen of the Changelings previously stood, as he strove to lift his sore, smoky frame. "Talk about…your last…ditch efforts."

Raising his stiffened neck to look up, he saw where the satchel had landed, down at the foot of the right side stair way. Seeing how he was the only being present willing to even move, let alone fetch for it, he took one step at a time and muttered, "For the first time, ever, I stand corrected."

Just…get the bag…bring the rock…step through the magical bubble…and will soon be home free. But first… Knowing fully well the spell still remained intact for the rest of the assaulting Changelings, and seeing that they have a means of following again, he stood beside a lying pillar nearby, and pushed it into a roll with a grunt, stopping directly onto the newly created tunnel. Rumblllllllle. After reaching the bottom step, attaining the item in question, while still holding the gem by the web, he limply made his way through the massive, rusty doors, and stepped out into the glittering light of what he could only surmise as the dusk. He viewed a great crowd of ponies assembling beyond the glowing barrier, all mouths agape at the spectacle they have all just witnessed, including those with whom he had fought alongside. Stumbling to make a pose, he raised his burnt hoof that held the emerald's line and satchel's strap, tilting his head, as he shakily wavered, "Ta-dah!"

While he still received speechless gasps and awes from the gathered equines, the web-head suddenly noticed a great mass of, whatever they were, – some kind of goat-faced dragons, or something? – hooting, hollering, cheering, and screaming through the top of their lungs. He then noticed the pink and rainbow mares joining in the frenzy most fervently, whose names momentarily escaped him. He then carefully made his way to the barricade, ready to catch a great reprieve after today's most disturbing and unusual events.

Wow. Natives here are more generous in their applause than what I'm used to. I guess my subconscious really knows how to make a dooz- "Ah!"

He could not complete his trail of thought, for he sensed a great throbbing ache suddenly assaulting his gut. He grunted and groaned, as he collapsed onto the decaying brick road, where he once stood triumphantly, clasping his abdomen with his other foreleg. Oh, no! Oh, no. No. No. No. No. No. Not now! Tell me this isn't the jetlag finally kicking in!

"Nng! Oh-ho!" Helplessly, and frantically, Peter strove to crawl his way to the barrier, hoping to reach through it, before the tolls of his surreal traveling experience began to take their full effect, as they did with his aunt and friends. I have to get out…warn them…about…Chrysalis…I need to…Mary Jane! Nick! Aunt May!

Before he succumbed to complete unconsciousness, he noticed a flash of light engulfing him, then saw six, blurred, colorfully equine faces directly above him, then closed his eyes behind his mask's slowly narrowing lenses.


to be continued...