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

by Ursulus Bright

Rating: everyone
Tags: Crossover, Human, Main 6, Drama, My Little Pony: Friendship is Magic, Princess Cadance, Starlight Glimmer, Spike, Science Fiction, Comedy, Adventure, Shining Armor
Length: 27055

"Tell me there's something better. Go ahead, try." Spider-Man has been transported into another world, and, of course, he has much more in his hooves than he can handle.

"Tell me there's something better. Go ahead, try. Wait, what was that? Being pulled into another dimension populated by sentient, civilized, mystical and colorful ponies, whose overall purpose in life is to share the quote-unquote Magic of Friendship? Yeah, sure, I guess you can say that's better. But, really? Come on. That's likely never going to happen. Right?"

This is certainly unlike anything Spidey had ever encountered. And it will certainly take much needed help for him to accomplish anything that comes his way. Hopefully, he will learn to fully accept that, before something worse happens.

A Crossover of My Little Pony & Spectacular Spider-Man.

Published 2016-12-21 04:30:01 UTC
Last updated 2016-12-21 04:30:01 UTC

The Spectacularly Magical Web Adventures of Twilight, Spidey & Friends

Author's Note

I know, it can be a bit of a mouthful to chew on, but I am absolutely certain you will enjoy the book behind this cover! I have also taken the liberty of shortening it, so as to include episode titles along with it. Of course, the title speaks for itself, and all credit of inspiration is given to Maximus-Reborn for the hard work of bringing these two worlds on a collision course in the Spiders and Magic series. Quite literally, I might add. It certainly rekindled my admiration for one of my two most favorite, amazingly spectacular, ultimate heroes. I'll give you three guesses to figure out my second. Anyway, enjoy! God Bless.
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Disclaimer: I do not own the rights to either Spectacular Spider-Man or My Little Pony: Friendship is Magic. All rights to the titles, characters and story references belong to Marvel, Sony and Hasbro Studios respectively.

The Spectacularly Magical Web Adventures of Twilight, Spidey & Friends

Introduction

He could not understand it. There was absolutely no rhyme or reason to it. It was completely occurring at random, without precedence or any proper cause. It was spontaneous with total disorder. The malady in and of itself was purely without structure. Of course, what would one expect from such an unreliable piece of scrap. It was almost as though the television set deliberately misbehaved. At first, he was viewing his favorite ponies on the screen, something he would have considered routine had he done so before. Then it continued to alternate from presenting the actions of his friends, to those of something completely different, yet it seemed to be strangely more appealing to him. The events that had unfolded in this newest program piqued his interest more than anything he had ever encountered.

"Oh, dear. What seems to be the matter with this fangled contraption? I have it tuned to only one station, but it appears this gismo has a mind of its own, and has given me two completely different stations at once. Oh! Ho-ho-ho, of course! How foalish of me! I nearly fell victim to one of my own shenanigans! Not really, but I sincerely believe that I have completely outdone myself this time.

And to think that I am doing all of this now, reformed! Can you imagine? Fluttershy would be so proud! I truly believe I may have knocked this one out of the park, and I'm sure Parker would make some improvisational quip concerning the Yankees in response. Or Mets, whichever may be his personal preference. He is from Queens, after all. Isn't that where Frank and John Sullivan reside? Oh, this is so exciting! I'll go and make myself some popcorn!" Snap! "Also, an ice, cold beverage." Snap! "And now, for my favorite reclining chair!" He lolls, having his back outstretched, with his legs casually crossed.

"Ah, much better. Oooh-hoo-hoo-hoo, I can hardly wait! Hopefully, this doesn't tarry for so many lengths of time like the previous tales. Because when it comes to patience and cliffhangers, everypony is dayunraht drehdfle, as Applejack would say. Ruthless would be the appropriate word for Rarity to use in this case. Though the same argument could be made about the author, I suppose. Rainbow Dash would certainly agree. I can only imagine Twilight's response in such matters, the zealous bookworm that she is. Oh, but here I am rambling like a regular Pinkie Pie! On with the show, shall we?"

The draconian multi-bred lays back, comfortably in suspension, sipping his popcorn though the straw, and tossing drops of carbonated fluid into his mouth for chewing. He spectates the events that begin to unfold before his eccentric red eyes, as he jovially chuckles.

In Your Hooves
Part I

The piercing flash of light faded from his irritated source of vision, his head throbbing achingly as his ears rang without end. It only lasted momentarily, but that spontaneous instant was occupied by so many events, that even his enhanced senses could barely register, that unraveled most chaotically.

Awwwwoww, he groaned inwardly, Okay. Review. First, there was the giant and drastic leap to ensure the safety of some idiot's aunt, redhead, and family physician-slash-friend from a psychopath's attack. Second was turning around in midair to face my other attacker and wait for his next move on the three of them. Third was when I thought I landed and the café floor fell from under my feet. Then fourth was the sudden flash of light and ringing in my ears that has been driving my head crazy for what seemed like an eternity. Fifth…I think I'm going to hurl. Is that everything I need to study for? I think so. I'll keep you posted for further updates.

He opened his eyes to see, before his furrowed lenses, a completely different environment from the local coffee shop that he and his red-haired friend frequented. What he noted from his latest surroundings was the sudden clarity and brightness of the vibrant textures encompassing him, from the floors and ceilings, to the furniture and local plant life. No signs, as far as he could tell, of anything bland or insipid, like ordinary concrete walls or sidewalks, from what he saw beyond the glass windows of the colorful diner inside which he found himself. Even the road seemed to be well, evenly paved with what appeared to be pastel-blue bricks.

"Well, Toto," he muttered in puzzlement, "I've got a feeling we're not in Kansas, anymore." He grunted as he rose from his prostrated position, then sitting, motioned his arms and hands up, down, and around his frame to check for injuries, only to discover a disturbing surprise. "Okay. Arms, check. Legs, check. No fractured ribs, spine or skull, check-check-check. Yep. Besides the cuts and bruises from the attack, seems like everything's in working order what in the name of sanity...?!"

His lenses widened wildly, matching the state of his eyes, and opposing those of his narrowed pupils within. The first aspect he took into account was the fact that his sleeves and legs were not only loose, but also excessive in length. He felt through the material to locate his hands, only to feel the soft clop where his two ligaments should have met, and two hardened stumps were now in their place.

"What the heck wh-whoa!" He attempted to rise in haste, only to sense a great imbalance occurring in his seemingly inverted legs. Stumbling only slightly, due to his enhanced reflexes and stamina, he maintained his stance. He faced downward, viewing with the same shock as he had to his previous examination, and realized that he now possessed forelegs and hind legs. The brown tail hanging behind him did not aid in offering him any consolation to these frightening circumstances either, which forced him to collapse back onto his hind quarters.

Chapter One

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.

Chapter Two

The two friends rushed hastily out onto the balcony of the Canterlot Palace, precisely as the enormous monster of solid rock took a great leap away from the castle walls, and towards the direction of the main city gate. Both stared blankly with such shock and disbelief, as well as frightful realization that the entire situation has, indeed, taken a turn for the worse. It was only until the white-hide Unicorn, with a violet mane and tail, heard the voice of her rosy companion that her attention was regained.

"Rarity, we can't just stand here!" She felt her muzzle being tugged closely toward that of her friend's, whose pink complexion and magenta curls, along with her narrowed blue eyes, encompassed the Unicorn's entire field of vision before hearing her scream. "We have to do something!"

"Pinkamena Diane Pie, please," Rarity exclaimed as she raised her hooves to remove the Earth Pony's own from her face, "As much as I agree with you, we mustn't reduce ourselves to mass panic. At least, not quite yet."

"I know," was her friend's reply, as she quickly recollected herself, "I just wanted to make sure you knew that, too."

"Anyway," she continued, with a roll of her own blue irises, "I believe that it is best we returned our focus onto the present issue we've been dealt with. It is clear that the diversion we helped to orchestrate here was, overall, rather successful, until that monstrosity finally decided to shift its attention onto those poor, frightened ponies evacuating the city. Now, why is that? What changed?"

"I don't know," Pinkie replied, "Maybe because that's exactly what it wanted to do now? You know, going after all the ponies that are trying to leave, and catch them before they can even try?"

"That very well may be the case, but I'm afraid it already had ample opportunities to do so, especially whenever we recovered and prepared for a retaliation. No, I believe something else, something new has entered into the fray that caused it to withdraw its attention away from us."

"Huh, good point. I guess that would explain why my Pinkie Sense gave me a doozy just a few minutes ago. Okay, so what do we do about that?"

"Perhaps," she pondered apprehensively, with a hoof under her chin, "Should the Princesses allow it, I think that it would be prudent to rejoin with the others, understand fully what is happening down there, so as to find the proper solution to this awful predicament."

"But what about the palace, and everypony in it?" They both looked about them, finally taking note of the surrounding damage and debris that has now become the state of their current base of operations. Heaving a bereaved sigh, Rarity returned her attention towards the smoke and mayhem beyond, saying, "As much as I abhor the idea of abandoning this castle and its inhabitants in such a deplorable state, I believe meeting back with our friends takes top priority, if we ever wish to stand a chance against that…brute."

"Alrighty," beamed Pinkie Pie, as she turned back, feeling her tail twitch, "That's sounds like a super-duper plan, Rarity! Though, I don't think we need to worry about going all the way back inside just so we can get Celestia and Luna's permission to leave."

"Oh," the Unicorn spoke inquisitively, "And why do you say that, Pinkie?"

"Because I think the balcony's about to collapse," quickly answered the pink Earth Pony. There was a momentary pause between the two mares, before Rarity flatly asked, "I beg your pardon?" Plooookle!

Suddenly, the white stone floor was pulled from beneath them, allowing gravity to take hold, as the terrace they once stood dismantled into several fragments of debris in midair. With such very little time, Rarity thought quickly, as her horn lit up into a blue glow, focusing on the closest object she could use. The curtains belonging to an open window that they rapidly passed by gleamed in the same color of light, and were torn from their frames instantly. Shhrrip! Directing all of her heightened focus and stimulated energy onto her magic, and ignoring the squeals of enjoyment from Pinkie, she held the curtains above them, while taking a firm hold of one corner, and Pinkie taking the other. She magically sewed a seam into the fabrics, making one larger curtain. The two ponies took hold of one another, still maintaining their own grips onto the now-singular fabric, as the air was caught into the material, now being used as a makeshift parachute. To ensure the integrity of her hastily crafted creation, Rarity maintained her magical hold onto it, sewing wherever there may have been weak points, and still hearing her friend cheering with glee, until they landed safely onto the surface below.

"Yay! That was so exciting, Rarity! Don't you think that was exciting? Because I thought that was exciting. I thought that was super exciting! Because if I didn't think that that was super exciting, then I wouldn't be talking at incredible speeds telling you how super exciting that was. You are amazing!" The sporadic and boisterous behavior emanating from her jovially hopping friend did not bother Rarity in the slightest.

After having grown well accustomed to such things, she only responded with a soft smile of gratitude, and a sigh of relief, "Thank you, Pinkie Pie. I believe I even surprised myself that time. Performing such a daring feat in so little time I thought was beyond my talents. But given that I own and manage three different boutiques across Equestria, and many times having to make rapid adjustments to my designs shortly before a deadline, I suppose I shouldn't have. Also, like yourself, I did find that a most thrilling experience."

"But where'd you get the needle and thread to do that?" Upon seeing the levitated objects she spoke of, Pinkie watched in awe, as they, along with the thread she used previously, returned to their place of origin, behind Rarity's left ear within her mane. "I am always prepared, dear."

"Well, now's not the time to foal around, silly," the Earth Pony beamed, "Let's go and find our friends and save the day, like we always do!"

"Yes, of course. Quite right." They both trotted their way down the street, turning to a full gallop, and making their way westward to the main gate that led to the highway for Ponyville. "I certainly hope nothing dreadful has become of Applejack, Fluttershy and Rainbow Dash."

"Please, I'm absitiveley posilutely sure that they'll be A-okay," Pinkie said with a playful puff, "I'm just wondering if we'll be able to meet up with Twilight, Spike and Starlight on our way over there."

"Indeed. It has definitely been a while since we heard from them last. Didn't Spike's most recent letter say they were on Chamomile Road, heading southwest toward Violet Boulevard?"

"I think so. But I'm pretty sure they would have already moved on from there, by now. What exactly are they looking for again?"

"I'm afraid I know as much about that as you, Pinkie. Twilight never gave me any details concerning the matter, but I trust her sound judgment in knowing what she is doing."

"Gee! And to think that this is all happening before the surprise party. Twilight must be having quite the super exciting birthday, today!"

“Ugh! Worst. Day. Ever.” Feeling the ground make a violent tremor beneath her hooves did not aid in comforting the Princess of Friendship, knowing that her friends were still in the heat of the conflict, while she was moving further into the city, away from the potential harm they were facing. It only took her a moment to recall the purpose of this collateral assignment she bestowed upon herself, Spike and Starlight Glimmer, which prompted her to press onward, instead of turning back to help as she so desperately desired. The moment another quake arose, however, the lavender Alicorn, with a night blue mane and tail that had bright crimson and purple strands, stomped her hoof in frustration as she casted her purple orbs downward.

“Come on, Twilight, we’re almost there.” Feeling a slight degree of anxiety being released, after receiving a hoof onto her shoulder from her new friend, Twilight took a deep breath, offered a smile in return, adjusted the strap of her satchel, and then continued.

“Spike,” she spoke, as she turned her head to face the adolescent purple and green dragon behind, “Did you send that letter to Princess Celestia yet?”

“Yep. Told her that we’re now at the corner of Autumn Wind and Chestnut. But I still don’t get why you wanted to have me tell Celestia we’re somewhere we’re not.”

“I’m with Spike on this one,” added Starlight, “Why the secrecy? Especially to your mentor and friends, of all ponies?”

“My friends may not know, but Celestia does. It was kind of both our idea, actually. You see, when we agreed with Zecora, Cadence and Shining Armor on how to arrange for secret convoys and places to transport and safeguard the artifact, it was decided that, in the event of a great crisis, (which we’re experiencing, right now, he-heh) when ponies are sent to retrieve it, they were to send false messages that update their current positions, in case those messages were ever intercepted. Only Celestia knows, because she taught me that the best kept secrets need to be held between as few ponies as possible. The fewer who know, the fewer connected to the secret, the fewer lives endangered.”

“But wouldn’t all our friends still be consider connected, since they’re pretty close to you?”

“Huh, close is the understatement of the century,” remarked Spike in response to Starlight’s enquiry, “More like inseparable. And why bring us here with you anyway, and let us know?”

“Spike, that last one’s easy: I need you to send those messages. Plus, I know how good at secret keeping you are.”

“Yeah, unlike somepony I know.” This resulted in a slight glare from Twilight to her reptilian assistant, who cringed as she refuted, “For your information, Spike, I’ve learned a lot about secret keeping since then. I did manage to keep this secret from you, until now, after all.”

“Meh. Fair enough,” he shrugged. Just then, a third violent shake resounded throughout the street they were on, to which they responded with even greater urgency to press on.

“As for you, Starlight,” the young Alicorn continued, “The spell that conceals the artifact requires two Unicorns to unlock it, and only Celestia and I know the key spell.”

“And since Celestia’s occupied with creating the diversion for that stone giant,” Starlight completed, “You can’t retrieve it alone.”

“Exactly.” The light purple Unicorn huffed with false animosity, brushing her purple mane with bright and dark blue strands, shifting her purple-blue eyes with a smirk, saying, “Well, thank you, very much, Princess of Friendship, I feel so much safer around you now.”

“That’s what I’m here for,” Twilight brightly responds, pretending to be oblivious to Starlight’s sarcasm, to which both share a friendly mirth.

“Still, you could’ve explained all of this to us sooner.”

“Sorry, you two,” she returned to her somber tone, “but I had to make absolutely sure we were out of earshot. And you may have raised a valid point about our friends, Starlight. The embodied Elements of Harmony are so closely knit, that the general risk is exceedingly high. That is why I made sure that they’re occupied with the evacuation.” She paused, as she cringed at the very mention of their current plight, while another tremor occurred. “All this, to ensure that they know as little about this as possible, and that they can’t be followed or used to get back to me by anypony spying on them, while I secretly secure the relic.”

"Like what happened with Tirek, when you gave up all that Alicorn magic for them," Starlight said, recalling the one of many she heard from her teacher.

"Yes."

“But wouldn’t it be safer to keep the artifact hidden, as is, during this crisis?”

“One can never be too sure,” said Twilight, in response to Spike’s enquiry, “We agreed, as in myself, Celestia, Luna, Cadence, Shining, and Zecora, that it’s best to keep it as close to ourselves as possible, in case somepony and their pals might actually stumble upon it. To keep it someplace where we can see it, during times like these. And to ensure I don’t lose it on our way back, I’ll place a security spell around my satchel, once it’s inside. One that only responds to my magic.”

The three of them made the turn around the corner, their destination immediately impressing upon their visions, as they did so. The escalating tower loomed over their heads, as they continued to make their approach.

“Wow,” said Starlight, with a slight gasp, “I had no idea you lived in a place like this.”

“And I doubt anything’s changed since we last came here.”

“Actually, Spike, you’re absolutely correct,” Twilight gleamed, “Nopony has seen me come to this old home of ours more than once these past four years. So, to keep that artifact’s location a secret, I maintained its dusty, old, cobwebby state, for the sake of a façade.”

“How comforting.”

“You haven’t lived in this place for four years,” the baffled Unicorn asked, “and the real estate agency still lets you keep it?”

The two ponies and infantile dragon strolled passed the creaking door Twilight opened, and made their way up the stairs, where a wide variety of volumes and reference books gathered dust and cobwebs, exactly as she said, receiving the light of the sun from the immense, single-paned window.

“Hard to believe this is where I began my studies,” Twilight reminisced, “And before a whole new life began for me.”

“Yeah, me too,” joined in her small assistant.

“You don’t have to tell me how strange it feels to know how much things have changed. Believe me.” She offered Starlight a friendly nod in response, then unleashed the energy from her horn, which shared a crimson glow with the telescope placed on a singular pedestal, attached to a spiraling stairwell. The telescope shifted its position, having the eyepiece turned directly toward the sunlight, which was magnified and brightened by the mirrors that also became adjusted inside, as it traveled through the other end. Its radiant splendor shined onto the center of the floor, in which a sparkling glow of energy gleamed within the sun’s rays.

“Just say ‘open says me’?” Twilight chuckled at the Unicorn’s quip, then gave the passkey that was required. The two mares focused on channeling their magic, flourishing through the tips of their horns. The energy that suspended before them began to accumulate, then formed a small sphere of red, which then made its way towards the bookshelves, touching one out of the many volumes in particular, which opened to reveal a camouflaged, cut-in slot within the pages, carrying a simple, red jewelry box inside. Just then, the ground shook beneath them, once again, causing a few books to fall off the shelves.

“Whoa. What’s inside that, I wonder?”

“Sorry, Spike,” the youthful Princess replied, preparing to stow it away, “I’m not supposed to show it to anypony. Besides, it’s locked from the inside, and it requires a full moon as its catalyst, courtesy of Princess Luna.”

“Failsafe inside another failsafe,” Starlight commented, “Not exactly original, but better careful than-” Psh’klang!

A loud crash emanated from the top of the large window, causing glass to shatter and fall onto the room’s occupants. The mares managed to raise barriers before the full brunt of the sharply scattered crystalline could do much harm, while Spike’s scales kept him unscathed. The ponies and dragon looked up to see the great window now ruined by the cracks that spread like veins from the newly made opening they found. Quickly, Twilight placed the case into her satchel, casting her breach protection spell onto it, then turned to face the source of the sudden damage, placing herself into a fighting stance, wings outstretched and horn heating up. Starlight followed suit with her own magic, as Spike warily bared his claws.

It did not take the Alicorn Princess and her friends long to know exactly what broke the window. What they found was a pony sprawled against the opposite shelf, covered in a torn, red and blue, web-themed costume, and a spider emblem at the center of its chest. It also had cuts and bruises on all its four beige legs and abdomen. The mask the pony wore was also to shreds, revealing a horn and muzzle of the same shade as the legs, but its wide, blank lenses concealed the eyes within. The Unicorn was buried in books, which were brushed off with the moan of a young male’s voice, enabling the three friends to see the brown, short, yet disheveled tail that was hidden before the stallion stiffly rose.

“Ugh! Oh. Aw! Ow. Oof. Ah,” the masked figure groaned incessantly. He gradually stood onto his hooves, hunched over, glancing downward with fatigue, and shaking the daze out of his head. “Anyone get the number of that rock?”

Author's Note

Even though the MLP: FiM series has run for six seasons, thus far, I decided to base my timeline for this series on the number of Hearth's Warming/ Winter Wrap Up episodes produced, which is, in fact, four. The episodes themselves have never given further indication of dates, or lengths of time between them, aside from the holiday episode, with the Hearth/Winter episodes outnumbering the others. As for Peter's timeline, I decided that, since the two seasons of SSM essentially covered his junior year in high school, he spent four years after the events of "Final Curtain" continuing his journey as Spider-Man. So much has happened, of course, yet more is still to come.

Chapter Three

It was only a few minutes prior to the web-head’s dramatic entrance that Applejack broke her paralyzed gaze onto the menacing creature looming on top of them. It was when she noticed, through her peripheral vision, the seemingly battle-wearied, masked stallion make an astounding leap. It was so high, she had to shake her head so as to clear her daze completely, and confirm what seemed as impossible. She witnessed him land squarely onto one of the creature’s immense forearms, crouching as if he were waiting for its response. The stone beast raised its other ligament to smash him, Pam! the force of its blow coming at alarming speeds. However, the Unicorn managed to jump away, evading the swatting motion with incredible ease, landing onto its chest, and staying firmly onto the side of the stone’s smooth surface on all fours hooves, bent so lowly, as would an insect on a wall. AJ could only turn to see her Pegasi friends mirroring the same stupefied reaction as her own, then returned her focus back onto the spectacle before her.

However, it seemed the creature, itself was also confused by the Unicorn’s actions, even so far as to look around for him. Viewing the window of opportunity present, the impossible pony tilted his head up towards them, shouting, “Go! Get them to safety! I’ll distract it!”

“Just how in tarnation are yah even doin’ that?”

“Kind of a long story,” he quickly answered the orange Earth Pony, “But I’m afraid there’s no time for that!”

“Wha-just, wha-I mean…what the hay do you think you’re doing,” screamed the rainbow Pegasus hoarsely, with immeasurable befuddlement.

“Stallion’s work,” he quipped back with a smug grin, then sternly continued, “Now get the others out of here! Make sure they get help! Now! You can come back for me, later!”

“Bu-“

“Later!” Rainbow could not utter a response in turn, for the giant, at last, discovered the web-stallion’s location, sending its enormous limb onto the miniscule animal perching on its chest. The massive hand obstructed the mares’ respective viewpoints, as they heard and felt a massive Thud! emanating from there. They all cringed, and turned away, for fear of the horrid sight to come, but for only a moment. The three ponies became even more surprised by the swift motion of red, blue and beige flipping squarely on top of the colossus’ head. The stone monster was puzzled by the pony’s movements, yet again, allowing him enough time to banter further. “Okay. Fine. You know what? Never mind. Just sit back. Enjoy the show! Coming to a theatre near you: Your Friendly Neighborhood, Spider-” Pa’boom!

The beast was not as slow this time, deciding to slam its head against a building, cutting off his rant. It turned around to analyze its surroundings once more, searching for any squashed remains of the pesky creature. Even the Pegasi and Earth Pony were uncertain of his latest position, until its back was completely turned towards them. He stuck onto it, his chest, having some kind of spider icon, facing out toward them, and his hooves were placed firmly onto the creaseless surface, as he continued, “Uh, you know, on second thought: let me get back to you on that.”

Rainbow Dash simply stared with an even greater sense of astonishment, as she watched the masked Unicorn swinging his hind legs over his head, then pressing off of the giants back by his front hooves, and leaping upwards, once again, in a rapid response to the monster’s swift dive backward, causing the ground beneath it to rampantly quake, and AJ to lose her balance. Both Fluttershy and Rainbow, who have been hovering nearby the entire time, assisted their friend back onto her hooves. Then all three looked back up to see the web-masked Unicorn crouching on the creature’s grounded face by his hind hooves, with his forelegs hanging to the side, raised and bent to a certain degree in which he, indeed, seemed like a prowling arachnid.

Shaking her head at last, Applejack reined in her focus on the matter at hoof, and returned her hardened, green gaze onto the three unresponsive ponies before her. She bent down, and lifted the redhead mare onto her shoulders, then firmly said, “Come on, yah two! Y’all heard what he said! Let’s get his friends the help they need, and come back for ‘im as soon as we can!”

Fluttershy returned to raise the mare Pegasus, while Rainbow lifted the Zebra back up as well, both hesitantly looking on.

“Don’t worry,” she offered, sensing their concern, and sternly continued, “It’s quite plain clear as day he can look after himself. At least, for now anyway. Let’s just help him the way he asked, and on the double. And when this here fight’s all over, Ah definitely got my two bits worth of questions for that there stud.”

“Heh, yeah,” the colorful Pegasus stammered, “You can say that again.” The three mares trotted and hovered their way past the gates briskly, while also careful not to cause their passengers any form of discomfort should they ever regained consciousness. Fluttershy turned her head back once more, watching the stone monster rising from the ground, and roaring with great ferocity, and shakily muttered, “Oh, I do hope that we’ll make it back in time to help.”

So, spider sense is still fully functional. That's good. Or else I would've been crushed by this thing, along with MJ and Montana's benevolent, pony sister. And my wall-crawling's as good as ever. Odd, considering that I have hooves now, instead of hands and feet. What should I call myself here, anyway? Spider-Stallion? Spider-Stud? Spider-Bronc? Spider-'Stang? Spider-Pony and Spider-Colt sound too cheesy. You know, I probably shouldn't make too big a deal about it. I mean, it's not like I'm staying in the Land of Oz for that long, right?

The web-head kept with this trail of thought, as he continued to evade the colossus' multitude of attacks, many of which were turning the vibrantly built city to rubble. As the ferocious creature removed its rocky fist from one of the buildings it punched a hole through, Spider-Man perched onto the rooftop of another, observing the beast to furiously scan the area for him.

I definitely hope not. Besides, I've got bigger problems to worry about after this. There's the fact that I've still got New York to look after. Huhn, I don't want to imagine what all the baddies in my rogue gallery would do if I just went and disappeared like that, never to be seen again. Then there's Aunt May, Mary Jane, and Nick! How did we even end up here to begin with? And on that note, why are they all unconscious, while I'm not? At least…not yet? Maybe the effects of this whole multiverse, space travel and metamorphosis hasn't taking its toll on me just yet, due to my enhanced, spider endurance and agility. Delayed jetlag, in a sense. I just hope I don't find out before those evacuation ponies come back to fetch me. And now I'm starting to realize I'm talking about all of this as if this reality has finally sunk in, and not just a bad dream. Still not sure if it means I maintained whatever sanity I had left, though.

Before he could continue in further length, however, Peter witnessed the behemoth make an intense vertical leap, raising its balls of fists over its head, roaring as it neared the building upon which he currently crouched. He jumped horizontally in response, avoiding the loud thud and smash that came from behind him, and landed on the wall of another structure across the street. He turned to the side, sticking to his position with his right hooves, and shouted, "Hey, Rocky! Is that the best you got? Seriously, I think I'll stick to Sly, thank you very much!"

Okay, now I'm curious. Do these ponies have a version of him in this world by that name? Sly Stallion? That would be too weird, yet oh, so amus-

Spidey then noticed the beast swinging its arms in every direction, leveling the entire block to debris. The wall that he was on collapsed, as more of the damaged structure began to fall on top of him. Oh, when will I ever shut my big head up?

The wall-crawler released his grip from the falling fragment he held, jumped and leapt onto the next progressing colorful debris, each preceding the ones before it. He crawled on a flipping piece of yellow and pink bricks, then pushed off of it, running at a full gallop, upside down, on a collapsing green chimney. As soon as he reached its end, the web-head made a fantastic leap into the clear air, turning to face the titan once again. Instead, it jumped after him, clapping its colossal hands together, with him in between. However, not hopeless to make an evasive maneuver in midair, with his incredible flexibility, he glided passed the closing ensnarement of its fingers. But before he could somersault downward, the second hand reached for him, and pinched his left hind leg between its digits, to which Peter screamed in agony, along with the crack of his left hock.

He twisted his torso, extending his right foreleg, with the flick of his hoof's wrist, or pastern, in this case. Noticing the complete lack of web fluid ejecting from his wristbands, he mentally slapped himself in admonishment, cringing, "Right. No fingers. Spidey, you big idiot."

As he said this, he felt the great impact that was made by the monster's ungentle landing. It coiled the arm that held him, ready to spike him deeply into the pavement, but he extended his right hoof, once again, only to reach for his band with his other hoof. Sh’dew! Tapping it with another flick, he sent a swift patch of spider webs onto the monster's left eye, causing it to bellow vengefully, with pain and irritancy.

Consequently, it swung its arm in frustration, flinging the web-head skyward, shortly after Rainbow Dash, Fluttershy, and Applejack returned through the gates, having found paramedic ponies who luckily had been waiting for them. It was then, also, that Pinkie Pie and Rarity reached the end of the leveled buildings, witnessing the final moments of the masked stallion's confrontation with the brutal titan, as well. They all looked on in horror, as his flailing frame began to diminish in size, gaining distance further into the city, and away from them.

"Rainbow!" The rustic Earth Pony had no need to say anymore, for the colorful-mane Pegasus vanished out of sight, leaving her signature contrail behind. She raced through the sky, her forelegs outstretched, as she began to close the gap between herself and the whirling Unicorn.

"Come on. Come on," she grimaced, flapping her wings as strongly and as rapidly as she could. She then noticed the stallion connecting his two front hooves together, which somehow caused him to release some thin, white adhesive onto the top corner of a tall structure. It reduced his velocity greatly, but it stretched, and snapped to its breaking point. Before she could reach him, she quickly became aware of the oncoming tower in front of her. Seeing how he was closer to it than she was to him, she put her momentum to a grinding halt, watching horrifically as his body smashed through the immense window from behind. Psh’klang!

Fearing the worst of what she may find, Rainbow Dash glided over to the skyline, leaning her head towards the hole, and took a peak. Though she did not go through and over the jagged glass, not risking a hover that would damage her wings. What she witnessed, instead of a sprawled figure, at least severely injured to the point of immobility, was the web-themed stallion lying against a great bookshelf, groaning and moaning as he brushed books from off of him, and shakily rising back on all but one of his hooves. She watched him shake his head, in a daze, having his blank lenses staring widely downward, and half-mutter under his breath, "Anyone get the number of that rock?"

The simple fact that he was standing on his own would have been enough to satisfy the Pegasus' concern, but that he also made a wisecracking remark of something she could not comprehend as he recovered nearly elated her with relief, as well as surprise. Rainbow Dash huffed, wiping sweat from her brow, stifled a chuckle, and began to make a snide remark through the broken window in turn.

Suddenly she saw two flashes of light ejected towards his direction, one crimson, the other light blue. Boom! Poov! He brought his frame low enough to the ground to nearly prostrate, so as to evade the first projectile, then lifted his left hooves over, maneuvering away from the second. Once he was facing upward, he lifted his hind quarters, pressed off of the floor with his forelegs, then landed in a crouching position on the high ceiling. She noticed his muzzle cringe as he lifted his back left hoof with a shudder. Blam! A third beam of energy blasted near his position, but he did not budge. Instead he raised his front hooves up, or down from her perspective, making them intersect in front of his face, leaving only one hoof attached to the ceiling, as he shouted rapidly, "Whoa! Whoa! Whoa! Hey! Time out! Time out! Take it easy, I think I'm on your side!"

Twilight's bewilderment at the creature's ability to leap so high, as well as hanging onto the ceiling as Pinkie probably would do, caused her to misfire the second time. That fact that he shouted down to her in a rather frightened tone puzzled her even further. She and Starlight both shared a look of exasperation at the spectacle above them, of a web-masked stallion Unicorn with a single hoof to the ceiling, after dodging such well-aimed beams of magic that could instantly immobilize anypony with ease. Even Rainbow Dash could not have maneuvered so quickly, in Twilight's mind. Spike simply stood, mouth agape, after viewing the amazing feat that was so spontaneously performed.

"Who are you," Twilight firmly snapped her inquisition, "And how did you find us here?"

"Uh, okay. In answer to your first question," he replied keeping one hoof raised, while returning another to the ceiling he stuck onto, "For now, just call me…the Spider. Yeah, simple enough. Not too choppy, stuffy, or cheesy. As for your second question: didn't you just see me crash through your window? I mean, if that's no indication that I came here by mistake, then I don't know what is. Eh, sorry about the damages, by the way."

"But judging by the mask," Starlight inquired, "how do we know whose side you're really on? Or if you're not simply here to rob the place?"

"Okay. Fair enough. Uh…big, giant, stone monster. Friend of yours, by any chance?" Realizing what the stallion was describing to them, both mares share a brief glance of dread between themselves, before Twilight answered with a grunt, "No."

"Then yeah. Definitely the same side. That's the reason why I crashed in here. And she can vouch for me."

"Twilight? Spike? Starlight?" Rainbow exclaimed, after using the front door, so as to avoid going through the broken skyline, and joined in the conversation.

"Rainbow Dash," all three occupants of the room gasped, as they looked up toward the now-hovering Pegasus.

"Spider," the suspended stallion added to playfully join in.

"What are you doing here?" The three ponies and dragon all asked simultaneously.

"Didn't I answer that question, already," he sighed with feigned annoyance.

"I was flying over, trying to catch that muzzle-flapping idiot and stop him from falling here," the mare Pegasus answered.

"Aw, she called me idiot. I guess that means she really does care."

"I thought you three were over at the palace with Pinkie Pie and Rarity," Rainbow continued, "Never took you guys to be the sightseeing types during a big attack!"

"We were tasked with a great mission of the utmost importance and confidentiality, Rainbow Dash," Princess Twilight responded calmly, "We couldn't tell you, or the others, without jeopardizing everypony's safety, as well as keeping our objective discrete."

"So, why were you attacking the stallion? He just got thrown like crazy by that rock monster freak while helping us."

"Told you."

"We were unaware of his…your plight, I mean," the lavender Alicorn turned her attention to the stallion, "We thought he- I mean you were somepony who was trying to hinder us from completing our objective. We didn't even know you were trying to help my friends. But that should be no excuse for our sudden outburst. I sincerely hope that you accept my apology. Oh!" She yelped in surprise as she viewed him to be no longer on the ceiling, but now lowered to their level on a thin line of what seemed to be adhesive, remaining upside down.

"Hey, no hard feelings," he answered with a shrug, his front hooves maintaining a grip on the line with his hind legs bent inwardly, "What's a couple of blasts of glittering, violent energy between friends anyway? Besides, I have a knack for getting that kind of reaction. It's sort of my charm, really."

"If that's what you call it, then sure," Starlight flatly stated, with a roll of her eyes, "You certainly don't know when to stop talking, do you?"

"Yeah, I get that reaction a lot, too."

"Well, I'm sorry, also," the light violet, Unicorn mare continued, "I guess we should have asked first, before attacking you."

"No worries. I've actually taken worse hits. Believe me."

"Yeah, no kidding," exclaimed the raspy voice of the Pegasus, who began to hover directly near his face, "Getting caught like a little fly, and having your back hoof crushed by that thing's grip like that, then being tossed like a rag pony doll across Canterlot for your troubles, only to crash into an egghead's book-infested hideout, – no offense, Twilight – and somehow manage to not only get back up, but also keep jumping around and sticking to walls and ceilings like all that barely phased you! That's. Totally! Insane!"

"Is she always this…uh, impulsively intense?"

"Not always," the young Alicorn Princess replied with a roll of her eyes at Rainbow's remark, "Only if it's something that she thinks is worth her full energy, attention and effort, and-or it affects her to the point of actually thrilling or troubling her. Though that happens more often than you’d suppose."

"Huh," he muttered with a nod, "Then I guess I did quite a number on her psyche, didn't I?"

"Yeah, more or less," Spike chuckled, crossing his arms as he spoke. Such discourse prompted the Pegasus to pout with a snort, her fore hooves crossed, as well.

"Okay, so let me see if I've got everyone's names here right. Rainbow…Dash, I think it was. Mane and tail are dead giveaways. Um, I'm guessing Spike would be a more fitting name for a small reptile, such as yourself."

"I'm a baby dragon…still," the little fellow replied with a grunt, "And yeah, I'm Spike."

"Then that leaves me with the two lucky winners, standing over there. Let's give a hand for Twilight and Starlight!"

"Don't you mean hoof," Spike, Rainbow and Starlight asked, each with a certain level of irritation, as well as perplexity.

"Yeah, sure. That."

"Hand…" Twilight Sparkle had no time to complete her thought process concerning the matter, as everypony's attention returned to the tremors and distant roars projecting outward from the immense behemoth still roaming the streets of Canterlot.

"That creature's still out there," said the mare Unicorn, speaking for all present of the reality that they were reminded.

"Then what are we waiting for," snapped the Pegasus, "Let's go, already!"

"Yeah, as much as I enjoy making new friends during a heated conflict," the Spider offered, "We need to hurry back and take care of the situation."

"But it will take forever to get back-" Poof! Spike began to whine. However, he was interrupted by the light that encompassed all who were present. They all found themselves in the streets near the main gate, and without any ceiling to stick with his web, the Spider quickly responded to his sudden fall, flipping to land squarely on his four hooves. "-there. Right. Teleportation. If only we used that before."

Twilight simply rolled her eyes at her assistant's remark, then shifted her focus onto the masked stallion with concern.

"Yeah," he winced, raising his back hoof, "Fair warning next time, alright?" She observed him sitting down, lifting his left hind leg up to his chest, as if he were performing a highly sophisticated, flexible yoga pose, then pressing a pastern band from one of his two front hooves. Sh’dew! That emitted a long stretch of more adhesive onto his raised hock, which was swollen, and had a dark shade of colors matching his costume. He then wrapped the wet, sticky material around it, forming a makeshift bandage and cast. Recalling from Rainbow's rant about his encounter with the stone giant, her eyes widened in realization that he was, in fact, injured.

"Shouldn't you have a doctor look at that right away," she asked with apprehension.

"Nah. Just so long as I don't apply too much pressure on it, it'll heal as a whole within the next four to six hours. More, depending on, like I said, how much more mistreatment it takes."

Before she could refute that statement, or even ask how such healing properties for anypony, especially a Unicorn, was physically possible, the Alicorn Princess heard the shouts of familiar voices calling out to her and her friends. "Twilight! Spike! Starlight!"

She felt the sudden rush of air depleting from her lungs when Pinkie Pie zoomed over to her side, and offered an immense embrace, then the same to her assistant, and later to the Unicorn mare. "We were starting to get so worried, since we didn't see you when we were on our way over here. And then when we saw that poor stallion being tossed into the sky like that, and Rainbow Dash speeding over to catch him, then not seeing either of one them for so long, well, only a few minutes, but for Rainbow Dash, that's too long, we got really, really, really worried!"

"Indeed," Rarity spoke, sharing a look of great relief, "We could only imagine the worst may have befallen our daring friend and the pony she sought to rescue. Seeing you here now, and with them, offers far more than a welcoming comfort."

"Huh," chuckled Applejack, looking at the newcomers, eyeing the web-Unicorn's wrapped-up hoof in particular, "Just glad to see y'all in one piece, fur the most part."

"Oh, my goodness," Fluttershy weakly exclaimed, noticing the wound, as well, "Are you okay? Do you need somepony to take you to a-"

"Thanks, I really appreciate the offer, but don't worry, I'll be fine," he responded quickly, raising a hoof to politely cut her off, his false tone of assurance failed to go unnoticed, "Right now, I think we need to find that boulder with the nasty tune, and roll it out of next year's Rock Fest." Poom!

As soon as the masked figure completed his statement, a great rumble shook the foundations all around them, causing the dragon, Earth Ponies and Unicorns to lose their balance, except for the Spider, and the Pegasi to take to the air.

"As if on schedule, per usual, I spoke too soon." The moment they all looked up to face the cause they were all, too familiar with, the arachnid Unicorn raised his front hooves, ejecting a line of web-like substance in the giant's direction, F’dissh! springing into action, with Rainbow Dash closely behind.

"Oh, no you don't," she exclaimed, "If you think you're going to pull that same stunt like last time, think again!"

She had to quickly adjust her speed and course as one of the enormous limbs swung toward their direction. Seeing him twist into a flip and somersault onto the monster's gigantic shoulder, she heard him shout back, "Try to stop me!"

The Pegasus, shaking her head, zoomed over, and hovered near his crouching position, and firmly stated, "Look. If you're going to make a distraction, you should at least have a spotter. But don't think this means I'll try and save your pretty face next time you put yourself in another stupid situation. Got it?"

Rainbow flipped over another blow from the creature's second ligament, which landed onto the stallion's position, but not before he jumped and landed on top of it. "Couldn't have said it better, myself."

Both then moved rapidly around the rocky behemoth, with Rainbow zipping and gliding near, around, and directly at its face, while the Spider galloped, leapt, and swung several intervals around its lower frame. As the monster vainly attempted to swat the irritating Pegasus away from its stone cold, venomous sneer, the stallion Unicorn continued to wrap multiple strands of adhesive in great lengths around its legs and waist. However, much to everypony's dismay, some of its layers were beginning to snap free.

"I so need to make this stuff stronger again," he uttered under his breath, as he held one of them firmly together.

This inspired Rarity to offer her input on the two ponies' efforts as well. Analyzing the chaotic destruction around her, she found exactly what she was looking for. Igniting her horn, she sent a trail of her blue, arcane energy to engulf all sorts of fabric and textures from the damaged goods. Removing from her violet, well-kept mane her emergency needle and threat once again, she went straight to work, without delay, sewing the multiple pieces together, while also conserving her short supply as much as possible. Once her work was complete, the white Unicorn casted the accumulated materials unto the stone titan's direction, sending it into several layers of enfoldments around the monstrosity's lower limbs, as soon as she saw the Spider leap away, having apparently dispensed the entirety of his supply.

Upon viewing the fruits of their friends' and stranger's labor, Applejack, Pinkie Pie, and a shaking Fluttershy moved in to push against the ensnared creature's legs, with their bucks and shoves, heaving with all their combined, pony might. The timid Pegasus pushed, using her wings to gain some momentum and energy to support her pressing hooves. AJ channeled all her farm pony's strength and endurance onto the base of their target with her hind legs, using such skills that she attained through years of apple bucking. The pink Earth Pony was more rapid and frequent in her blows, though she still maintained the same amount of force with each, and every place she struck. Such efforts seemed to only hinder and madden the colossus even further, but they eventually weakened the integrity of its willpower to maintain its own balance, causing it to collapse onto its knees and hands, and growl with great anger and frustration.

Taking this window of opportunity before them, and calling for everypony to back away, Twilight and Starlight sparked their own horns, combining their energies as one streak of bright purple, aiming at the creature's center mass. The blast that made contact with it sent the ferocious landmass onto the ground, landing violently onto its spine.

Right. Of course. Mare ponies, from this world included, have a great amount of physical strength, stamina and endurance. And if they're combined efforts can do that, then imagine what a stallion with the proportionate strength of a spider can do.

Before the dust could even settle, Spider-Man leapt into the air, arching his zenith next to the rainbow Pegasus, then made his descent. Raising his bent hoof to the level of his determined, furrowed lenses, he sent as much force as he was willing to muster onto the sprawled beast.

The ground shook one final time, splaying rocks, pebbles and dust in every direction. After clearing their throats and vision, the ponies and dragon faced the aftermath of their battle, finding the Spider warily standing over the creature, its lower jaw reduced to rubble.

"Oh, dear goodness," gasped the yellow Pegasus, after everypony regained their bearings, then she snapped gently, "Was that really necessary?"

"Believe me," he stammered, rubbing his hoof behind his head, "I held back!"

"Wait," Twilight stated, gathering the attention of all present, "I don't even think it was ever alive. Look."

They all faced the same spot she pointed, looking to find, deeply embedded in the upper portion of the stone giant's mouth, was an emerald crystal of remarkable size. Its shade of green glow matched that of the monster's eyes, both of which seemed to flicker and fade in synchronization.

"Well, that looks important," the Spider commented.

"It's an animation spell, stored inside the crystal," the young Princess somberly continued, "It harvests a certain type of energy from its surroundings, based on whoever casts it, as its source. It's been casted by dark magic. This creature's a perversion of nature. It shouldn't be existing in this state. In fact, I'm sensing its very structure disintegrating at an atomic level."

"Yeah, uh, and for some of us ponies who aren't book smart," asked Rainbow Dash, with a tilted brow.

"Basically, it's just a puppet," replied the stallion sternly, "being destroyed from the inside out, and its puppeteer was using that chunk of rock in there as the strings." Just then, the piles of rubble around them began to reassemble near the creature, as the jade gem began to retain its radiant glow.

"Ah, great. Just like the Sandman, too." After removing small containers from a belt concealed within his costume, he sharply placed them into the metallic bands wrapped around his pasterns after removing another pair, with which they were exchanged. As soon as the task was finished, the web-masked stallion lifted his fore hooves, and ejected a fresh line of adhesive onto the emerald. He gave it a firm tug, departing the stone from the confines of its host, before the now-fallen rocks could gather. The eyes permanently faded from their aura, and the rumble emanating from the creature's throat diminished, as its entire frame suddenly reduced to merely a pile of rocks in their natural state.

"You know you can use your horn for that, right," Starlight questioned with a tilted brow and head.

"Sure," he shrugged in turn, "As soon as I know how." The stone flew over the ponies' heads, landing behind them, as two sets of hooves stood in its skidded path.

"Twilight!" "Twilie!" The lavender Alicorn recognized the voices instantly, turning with such vibrant enthusiasm as she exclaimed in kind, "Shining! Cadence!"

The white coated, armored, stallion Unicorn, alongside a bright rose Alicorn with lavender mane and yellow, pink and purple strands, went forward to meet her, both carrying warm smiles of relief.

"The moment we arrived," the Alicorn mare began, "Celestia and Luna told us all about your situation, and feared the worst."

"Don't worry, I'm fine. We all are. But I don't understand. Why are you both here?"

"We sort of thought we'd surprise you with a visit on your special day," the stallion replied.

"Huh," she uttered inquisitively, as everypony else gathered around them.

"Can you imagine," the armored Unicorn stifled a laugh, "My little sister forgetting her own birthday? Some things never change."

"Wait, what?"

"Pinkie had an entire surprise party arranged for you," answered the mare known as Cadence, "And she thought it would be a great idea if we came down, and brought little Flurry Heart to visit you all in Ponyville for the first time. Have our most trusted generals keep an eye on things for a day."

"Flurry's safe in the palace, right now," joined in Shining, "As soon as we saw the smoke, and felt the shakes from Canterlot all the way in Ponyville, we teleported there as quickly as possible. What happened?"

"Oh, the usual," Twilight smirked sheepishly, "You know. Giant monster threatening to stomp everything in its path, and causing mayhem throughout the most immediate vicinity of civilization. No big deal. He-heh. Yeah, some things just don't change."

"Yes, I see you now have everything under control," her sister-in-law stated, shifting her eyes onto Twilight's glittering satchel momentarily, "and safely stowed away in case of emergencies, as expected."

"Yes. I do," she firmly replied with a confident smile.

"And who in Equestria is he," Shining spoke up again, raising his hoof in gesture of his slightly suspicious curiosity towards the battle-worn, masked stallion. He stood a few inches below his own height, and whose blank lenses squinted downward at the crystal reflecting off them.

"Well, actually," Twilight sheepishly chuckled again, "He's partly the reason we're all fine."

"But more to the point," the Spider inquired, walking closer between the two parties, and to the stone lying before them, lifting it with his left hoof, "Who the heck's responsible for this?"

As he raised it, immediately a blinding flash of green light emanated from within, as well as a great shockwave onto everypony in its path. Poom! Unbeknownst to all, the blast disrupted the crimson energy that surrounded Twilight's satchel, who rose to find the stallion's mask caught alight, as he dropped the stone with an agonizing grimace. On instinct, he quickly removed the covering off his face, and pressed his burnt hoof firmly onto the ground, along with the mask, smothering the flame off of both.

Realization hit, as his soft, brown orbs shakily examined the reactions of everypony present. The burnt cheek from the mask was not too noticeable, allowing them to fully see the smooth, simple, yet firm features of the young stallion's countenance, a single mole under his left eye. The brown mane was a shade lighter than that of his eyes, and, by Rarity's standards, it was not too long to be considered disorderly, but also not short enough to be left unchecked, as is. At first, he cringed, and heaved an exasperated sigh and moan. But shortly afterward, he offered an awkward grin, as he chuckled, "That bad, huh? Man, I knew I shouldn't have left my spare at home, today."

Chapter Four

Take it easy, Pete. Keep your cool. They have no clue who you are, not even your name. You're not even from here. Just as long as I keep my mouth shut about it, that info won't fall into the wrong ears, and put MJ, Aunt May and Dr. Bromwell in danger. For the moment, just focus on the current issue.

Raising his hoof that held his torn, now partly scorched mask, Peter viewed the silent observance of his actions by all in attendance, and decided to simply tuck it beneath his utility belt within his costume. He then shifted his attention back onto the source of the violent blast that burned him, asking, "So…what just happened? What'd I do?"

"I'm not sure," answered the winged Unicorn of lavender with wavering concern, "The animation spell was dispensed after you removed the crystal from its host. Then the energy that's been harvested inside seemed to suddenly have a rampant reaction when you came into contact with it." She then moved her focus away from the stone, and towards his current physical state, asking, "Are…are you okay?"

"Sure," he nodded with a shrug, "I mean, I've been better, but I can honestly say I've also been worse."

This prompted the mare's violet orbs to narrow slightly, as if his response caused her an even greater disturbance. He noticed the same could be said for the others, due to their inquisitively puzzled expressions. Yeah, real smooth, Parker. Kick her and everyone else when their down too, while you're at it.

"Don't worry, I-I'll be fine." He reached his right hoof toward her shoulder, offering a small grin, "It's…Twilight, right?"
"Y-yes," she stammered, unsure of the contact that was made. But noticing his small effort of giving friendly consolation, she smiled back saying, "Princess Twilight Sparkle."

"Oh, well," he stated with widened eyes, dropping his hoof instantly, while fumbling for the correct words and proper etiquette to follow, "Okay. Wow. Sorry about that, Princess. I, uh, ahem! Guess I never saw that coming. I mean, royalty. Everyone here has been so informal, lately, but I guess this isn't a formal occasion. And, well, with you two, at least," he flipped his hoof between the mare and her brother made-apparent with an awkward chuckle, "I guess that's also kind of a given, huh?"

"That's a perfectly logical misunderstanding," nodded Princess Twilight, noting his sudden shift in demeanor with a smirk, "I just simply go by Twilight with all my friends and family. And right now, they're all here. For the most part."

"Huh."

"Is something wrong?" She seemed curious, if not slightly troubled by the possible nature of Peter's brief response.

"No, actually," he countered, "I think that's really, pretty sweet. Endearing, even. So, Princess," he continued, raising his unburnt hoof in a discourse fashion, "you said that the…spell used to animate the walking boulder monster through the crystal's gathered power is now gone, right? Mind telling me where all that power goes, if it isn't used?"

"That's the thing," she replied evenly, also regaining focus, "The arcane energy that's been gathered should be in stasis. Placed in storage, until a new spell is casted to utilize it. You didn't use magic when you touched it. And from what you told Starlight Glimmer, you don't even know how. Also, to substantiate your claim, from what I've seen of your actions during the battle, you never used your horn once. And I think I know why that is, but I believe that's a subject of conversation under more…suitable circumstances."

"What are you saying, Twilight," asked her brother, Shining, as he approached her, "He doesn't know how to wield magic, but became the catalyst for a great explosion of energy from the crystal, regardless?"

"How is casting a spell without ever knowing how to do so even remotely possible," the white mare Unicorn inquired with wonderment.

"It isn't, Rarity," answered Starlight, "But maybe it's not the act of casting a spell that caused it. I think it has to do with the energy the stone has been absorbing. Right, Twilight?"

"That's my supposition, at least."

"I agree," Cadence, the other winged Unicorn, offered, "Perhaps the kind of energy that's been accumulated responded poorly to the energy that he sent into it by means of physical contact. It may have been such a forceful action, though not deliberate on his part, surely, enough for it to violently react. It would also explain why it knocked us all off our hooves, but kept him standing, so he may take its heated retaliation instead. He was holding it by his hoof, after all."

"So, basically what I'm hearing everyone saying," Spider-Man began, connecting the dots, "is that I gave it some energy it didn't like, then it lashed out at me, like an allergic reaction?"

"In the most basic of terms, I would say so, yes," the lavender Princess nodded.

Well that's definitely something you don't hear every day. Something in this world is allergic to something from another. Coming from an alternate dimension has its perks and downsides, I guess. But I probably already found that out, huh?

"How can something be made to take energy, only to blow it up in somepony's face like that," the raspy voice of Rainbow Dash asked, "And how did you know exactly what that crystal was anyway, Twilight?"

"Yes, that's what I was wondering also," the soft-spoken Fluttershy joined in, "We've never seen anything like that before."

"Ah don't rightly recon so, neither," said the mare with the Stetson.

"As an Alicorn," the second winged Unicorn replied, "One is able to detect certain kinds of spells and energy signatures from objects containing magic, as well as their frequencies, if given the proper instruction to do so."

"Cadence had been teaching me this new ability, among others, ever since I became an Alicorn Princess," Princess Twilight added, "During our spare time, of course. She even took me back to the crystal caves below Canterlot as a demonstration. That is how I was able to determine what the crystal was, as well as what it was doing."

An Alicorn? Is that what she is? Is that even the correct term? And did she just say she became one? What was she before, and how did that happen, exactly? Focus, Pete. Not a good time to get distracted, right now.

"But what exactly could've made something like that," reiterated the colorful Pegasus.

"Which circles back to my first question," the web-head spoke, "The crystal was absorbing energy from its surrounding environment, so as to turn that energy against said environment. Doesn't that ring any bells to anyone? Isn't there somebody you might know that has the power to match that M.O.?"

"M.O.?" All but Princess Twilight, Prince Shining, Cadence, and the pink one, asked simultaneously, unaware of the meaning behind his acronym.

"Method of Operation," the rose pony beamed quickly, before the winged Unicorns could answer, "The same technique or manner of planning and acting that was used for totally separate occurrences or events!" After receiving a brief stare from every pony, and dragon, she added, "What? After Spike asked like everypony else what he meant, I was the only one who hasn't said anything yet, and I knew nopony was playing the Quiet Game. And don't you mean somepony?"

"Heh," chuckled the adolescent dragon, "Then I guess that would mean you win, Pinkie."

"Yes, congratulations, my plushy friend," Spidey playfully retorted, "Please come to collect your prize! Same time, same place, next week!"

"Yay! Hey, wait a minute…"

"Now, again, back to my question," he firmly snapped back to attention, "Who do you know is capable of doing this?"

"Ch-ch-changelings…" Fluttershy timidly muttered.

"Change-lings," he echoed inquisitively, "What are those, exactly?"

"Well," she whimpered, in turn, shakily pointing a hoof upward, "Th-they're s-so-something like…th-th-tha-that."

They all turn to face the direction in which the frightened, yellow Pegasus pointed, witnessing a swarm of dark, insect-like creatures, engulfing the sky into a sea of black and cyan. An entire legion flew to one sector of the city, near the palace, when another glided downward unto their position.

"Aw, fudge," both he and Pinkie flatly remarked.

"Jinx! You owe me a soda!"

Ow! Highly enhanced…horse hearing. Yeah, definitely a downside, right now.

"Sure," he groaned, rubbing his unburnt hoof against the ringing ear she screamed into, "Same time, same place, next week."

"Great! Now I can get it with my other prize!"

"That is your prize."

"Huh?"

"You said nobody was even playing the Quiet Game."

"Ohhhh! Good point," she stated, as he took to the air, casting a line of web upward. Sh’dew! Whooh! She then shouted after him, "Don't you mean nopony?!"

"Ugh, not again," moaned Rainbow Dash, before she speedily left her contrail behind her hasty pursuit of the Spider. Zoom!

"Well," Applejack grunted, pulling down her Studson over her brow, "I recon we've got our work cut out fur us again."

"Applejack, Rarity, Pinkie Pie, Starlight," firmly spoke their Alicorn friend, "You join Rainbow and Spider, and make your way to the palace after clearing the skies and ground of reinforcements. Spike, Fluttershy and I will teleport with Shining and Cadence to the palace, and help Celestia and Luna."

"Spider," Cadence and Shining Armor asked, at once.

"Yep," replied the farm pony, "Y'all's Friendly Neighborhood, Spider, as he calls himself." Knowing there was no time to press the matter any further, the four ponies galloped toward their friend and the stranger without delay. The remaining party gathered together, preparing for a brief excursion of their own.

"Hopefully, they haven't reached Flurry," Twilight uttered, slightly troubled, "Thorax did say great quantities of love have been emitting in her presence, after all."

"Don't worry," her brother firmly replied, "With the Princesses of Day and Night watching her, there won't be any problems with that."

"Fortunately, along with Sunburst, Thorax is here, also," added Cadence, "Perhaps he can offer a peaceful means of reaching a settlement."

"Wow," she gaped mildly, "I guess Pinkie really did prepare for a big surprise party."

"You have no idea," both Spike and Fluttershy stated, as the gathered ponies and dragon vanished in a glittering flash. Poof-Bling!

"Hey, Web-head," shouted Rainbow, placing one Changeling into a headlock, "Got a present for yah!"

"Oh, you really shouldn't have!" Her most recent spotting partner swung onto a building across the street, after kicking a few assailants of his own. She gave the creature a firm kick, as the Spider sent a thick batch of web-like substance onto it. He began to swing the line, causing the heavy end to gain momentum as it spun, striking down any other arthropod pony within its expanding trajectory.

"Ooh! Ooh! My turn! Pick me! Pick me! Pick me," jovially exclaimed Pinkie Pie from the ground. At this, having released the caught being with enough force to wildly send it smacking into several more of its comrades, he sent another line onto the high-leaping mare's back, giving her a firm hoist upward, so as to offer her the momentum she required for whatever she may have in store. Uncertain of what that might be, the Spider maintained his grip on the line, until further notice. Once she ascended far above the perched Unicorn high on the wall, then began her descent, she curled up into a ball, and sporadically bounced her way back, and forth between the streets, walls and alleyways, slamming her elastically rounded frame against numerous, swarming foes in rapid succession. "Wheeeeeeeeh!"

"Wow. Okay, color me impressed." To avoid the risk of being pulled and dragged from the other end, the wide-eyed Unicorn released the adhesive, allowing her to pinball along.

"Care for a spin?" He answered Rainbow Dash, "Thought you'd never ask! But I strongly advise you to compensate. Not exactly sure what the weight proportions are around here."

"Please," she huffed, "You look scrawny enough for Fluttershy!"

"Looks can be deceiving!"

"Ha! You keep telling yourself that, buster!" She darted down the road, then made a swift change of course directly towards the wall-crawler. Calculating her velocity, and adjusting his hooves for the precise moment, the Spider leapt off, momentarily descending until his right back hoof, and left front hoof made contact with the Pegasus' heart girth and croup respectively. He then raised his second front hoof, standing only on his good back hoof, and shot two strands that joined together. By swiftly alternating hooves to press, the lines attached onto buildings from opposite sides of the streets. Next, he fired a line from each band again, and as soon as they attached themselves onto the unified web-like structure he recently made, he began to pull. The assembly, itself, now flying through the air, acted as a net, collecting any and all that were in its path. Within a matter of seconds, the makeshift ensnarement stretched to allow for a vast multitude of Changelings it caught.

"Woo-hoo! We've got ourselves a big catch," he cheered. However, due to the increased weight of their filling web-net, the wall-crawler was aware of the gradual reduction of speed from his flyer, as well as his own deteriorating stability. He opted to jump off, and land soundly onto the first balcony he found, and observed the continuous descent of his swinging load, holding tightly as he heaved the line. With his singular back hoof sliding against the floor, and bringing him closer to the railing, he nearly lost balance, but then suddenly observed the light blue Pegasus grab a hold onto it, as well, flapping her wings for support against the massive weight. Once the line bounced back up, released its tension, and regained its stable length, he wrapped it tightly around the banister, then perched himself onto it, viewing the end result of his combined efforts with Rainbow Dash, who was now in a hovering position beside him. What he and the Pegasus saw hanging below them was a great bundle of Changelings, now hissing furiously, and seeking to break free of their web-like bond, only to have the adhesive stick to their fangs and fork tongues in return.

"Nice one, partner," the stallion offered, "Thanks. If you ever consider a business in bug-snatching, give me a call."

"Yeah, I don't think so," she grunted, as she placed her hooves onto her back and stretched, "Boy, you weren't kidding about looks, were you?"

"I might seem lean and skinny, but my high bone and muscle density do more than just help me lift incredible weights."

"Heh. Yeah, no joke. Guess I should've known better, after seeing you slug that giant. And besides, I've already got my dream job."

"I shudder to think what that might be."

"Hey!" She punched her hoof onto his shoulder, after his mischievous quip. "You'd better."

"Keep telling yourself that."

The remaining assailants, deciding to have nothing to do with their opponents above, lowered themselves to the level of the street, where Rarity, Starlight and Applejack strove to make do with their own offensive position, while Pinkie Pie still bounced past and over them in countless intervals. "Wheeeeeeeeh!"

"Just keep the ones down here busy for me," Starlight stated, firing her magic onto whatever punctured, pony insect Pinkie and the others have missed, "I'll take care of any that'll come from on top!"

"Easier said than done there, Sugarcube," grunted AJ, in reply. She stood, hunched down, preparing to spring her hind legs for another double buck against a wave of four more aggressors from behind the light purple Unicorn. Rarity, for her part, has been levitating any and all sorts of cutlery, dish, pot, pan, fabric and furniture she could muster, either sending them onto the advancing horde, or to form a well ornate barrier against them. "Yes, as much as I share your enthusiasm of completing our current objective, we fear to be now taking the major brunt of the assault, courtesy of our friends and newcomer, up there."

As though to confirm their statements, Changelings from the air have unanimously chosen to focus their energies on the three grounded ponies, viewing them as simple pickings, and forming waves upon waves of reinforcements behind their already-present comrades.

"Stay close!" Closing her eyes tightly, and shifting her focus away from the sky, and onto her current situation, Starlight placed a blue barrier around their position, moments before their foes pounced onto them. As they observed the swarming pests scratching, biting and pounding ravenously against the force field, Starlight Glimmer grunted with slight agitation, perspiring through her brow, as her energy began to deplete.

"Hey, girls," she growled, "I'm going to try something else real soon. You two better get ready. And quick!"

"Rarity, could sure use a few of them pans and pots, right 'bout now!"

"Duly noted, darling," the white Unicorn obliged her rugged friend, sending Applejack two pots and two pans for her back hooves and fore hooves, respectively. Holding the pans by the handles, and stepping into the pots, she stood upright, shouting, "Ready, partner!"

"As am I!" Rarity's horn glowed as she readied her attained instruments into a floating array of armaments. "It is so on."

"Now!" That same instant, as her barrier expanded, the light purple Unicorn shouted the singular exclamation in a great wave of sonic vibrations, rendering all wildly hissing creatures in the immediate vicinity to splay helplessly onto the street and stone walls. Those far enough not affected by the great blast, swiftly hovered onto the ponies' position, after recovering from the great sound that immobilized their allies moments previous. At this, Rarity sent a wild volley, knocking down many with dish, furniture and cookware, while others were ensnared by the various materials that came rapidly afterward. It was Applejack who made the first advance from among the three, leaping headlong into the oncoming fray, swinging her pans with remarkable speed, ease and efficiency, then placing several well-aimed bucks with the pots she wore on her hind hooves. "Yee-haw!"
The two Unicorns joined the rustic Earth Pony's side without delay, with Starlight teleporting to a more suitable location, and with a more readied stance, firing one blast of energy after another, and Rarity retaining her inanimate objects for the ornate shield she previously held, offering all three adequate protection. Whatever stragglers that came at them, they were just as easily knocked down. And as they joined their dazed fellow Changelings, they were swiftly gathered by a rainbow contrail, a white line of adhesive, and a rosy blur. "Wheeeeeeeeh!"

"Okay, little ponies, clean-up time!" Hearing the stallion's remark after Pinkie's gleeful cheer were enough to offer the three mares a comfortable reprieve, though with slight irritation as well. Once the trio witnessed the thorough collection of their combined feats, coming to fruition in the form of three mounds of delirious insect ponies, their two friends and newfound ally joined their side at last.

"An assist from you all a minute prior would have been much preferred, but thank you regardless," Rarity slightly huffed, but offered warmly.

"Yeah," shrugged the Pegasus, "We sort of figured you ladies had it made, after the whole sound blast thing, and all."

"Besides," Pinkie added, "We were too busy making sure the rest of them would be focusing on you three, and not try to do anything funny, or wander off doing their own thing."

"Yeah. If anything, you helped us contain them within a single area. So, thank you."

"Heh, well Ah'll be," chuckled Applejack, in reply to the Spider's concluding statement, "Call me an apple fritter on a bright sunny day! Behind all that flapper-mouthin' and crazy acrobats, we've definitely got ourselves a level-headed pony, with some sense to boot."

"And a fine gentlecolt, as well," Rarity gleamed, to which he rubbed the back of his head, responding, "Um, sure. If you say so. Rarity, was it?"

"Yes."

"Kind of speaks for itself, doesn't it?" Such a modestly given remark prompted a slight giggle in return, as well as a polite shake from her hoof.

"And Pinkie…?"

"Pinkie Pie!" She bounced erratically, then raised his unburnt hoof with both of her own and shook it enthusiastically. After recovering from a slight post tremor, he continued, "Like Rainbow Dash, a dead giveaway. Starlight, I already know, which leaves me with Apple Fritter, here."

"Cute," she smirked in response, "Name's Applejack. Pleased to finally make your acquaintance, Spider." She offered her own hoof also, which he casually accepted. "Likewise, Appleshock."

"Applejack."

"Right, yeah that. Sorry."

"Now why don't we get a move on, already," she firmly continued, "We've still got ourselves a palace to get to!"

"Yeah, you sillies! What are we waiting for?!"

"Well, clearly not a royal invite to the ball."

"Ha," gleefully scoffed Rainbow, "Good one, Web-head." Starlight could not resist the urge to grin, albeit with a snort and roll of her eyes, upon hearing the lighthearted comments made by the stallion, despite being under such dire and disturbing circumstances, as she has seen thus far. And hearing what others like Rainbow Dash had witnessed also, she considered him fortunate to be even standing. The mare Unicorns and Earth Ponies galloped onward, with the Pegasus gliding above them, and the arachnid stallion swinging beside her.

"Oh, I wonder what's keeping them," the bespectacled orange, white-patched Unicorn muttered with concern, "Shouldn't they be back, by now?"

"Something must've happened," the punctured, bug-like pony wavered, in response, "I hope not."

Between the two of them, floating by Sunburst's magic, rested the Alicorn foal in her crib. As he and Thorax worriedly waited for the parents to return with Twilight, Spike, and company, they heard the loud shrieks and hisses emanating from beyond the confines of the throne room. Alongside them stood the Princesses of Day and Night, readying themselves for whatever may come.

"I wouldn't be so wary of their delayed return, just yet" the dark blue Alicorn with a violet, starry mane forever in motion, spoke with firm, yet assuring teal eyes, "I trust they have the situation well under control, and are making their way back to the palace, as we speak."

"They don't seem to be advancing as aggressively as expected," the towering ivory that was Princess Luna's sister observed the invaders, with an air of constancy, also, "Perhaps they're waiting for their entire force, in order to muster a full-on frontal assault." After the attempts of diverting the monstrosity that first attacked Canterlot away from the departing residents, Princess Celestia was the first to be aware of Pinkie Pie and Rarity's abrupt exit to reunite with their friends. Before she could even send a squadron to assist them, Princess Cadence and Prince Shining Armor arrived by means of teleport, debriefing her about their current plight. They volunteered to rendezvous with Twilight Sparkle and the others, and aid in defeating the stone giant in any way they can, to which the sisters responded affirmatively, offering to look after Flurry Heart with Sunburst and Thorax, as well as their guard escort.

Seeing the great mounds of dust rising, not once, but twice, only concerned Celestia momentarily, for she also began to witness the accumulation of what seemed like a massive storm cloud in the distance. Being the wiser, she recognized the looming threat approaching, and sent the guard escort to aid in the palace's defenses, while also offering protective spells onto them, ordering them to retreat when uncertainty ever arose. She and Luna then personally placed themselves as a final defense for the foal, as well as her royal Crystaller, anticipating that it might resort to that. Bling!

Twilight, Spike, Fluttershy, Shining and Cadence entered into the throne room with a great flash. They hastily moved toward the apprehensive party before them, who suddenly showed signs of relief and comfort. The royal couple met with Sunburst to check on their daughter, fast asleep, as Thorax elatedly reunited with his very first friend in Equestria, the adolescent dragon.

"Wish I could say it's great to see you again," said Spike sullenly. Under such conflicting circumstances, the Changeling only frowned in response. "Yeah, me too."

The lavender Alicorn shared a warm embrace with her lifetime mentor and friend, as well as Luna, before Celestia asked, "Where are your remaining friends?"

"On their way," she answered evenly, "They're sort of taking the scenic route, and giving those attacking a hard time."

"Did you fail in your objective," lowly inquired the tall, white Alicorn, whose bright, lavender eyes beheld the satchel on Twilight's back, and noticed the lack of protection on it.

"Actually, no. Which is why we teleported here ri-" Princess Twilight Sparkle turned to unstrap it, only to be aware also of the lack of crimson glitter that should have encompassed it. Hastily, with worry, she opened it, then sighed with great reprieve to find the case still inside. As she placed it back, then casted her security spell onto it again, she said, "I don't understand. I know I casted that protection spell the moment I put it in. Cadence even perceived my magic over it. What could've happened?"

"Perhaps," Luna offered, shifting her focus toward the emerald lying behind the young mare, "That might have something to do with it?"

In bewilderment, Twilight's eyes narrowed, then shook her head with great confusion, answering, "I didn't even focus on teleporting that thing with us. It shouldn't even be here. But I suppose now it's for the best. Who knows what might've happened had we actually left it behind. But we may have some idea of what kind of energy is stored inside, and a clear idea of its origin, now."

"Yeah," Spike joined in, adding, "And it blew up in that stallion's face when he picked it up, too. What's up with that?"

"What stallion?" Both Princesses inquired with puzzlement, uncertain of these sudden changes of events.

"I'm sorry," Twilight answered with a sigh, "But I'm afraid it's sort of a long story, and I might know some of it. He's on his way with the others, right now, helping them, as he has been. Ever since he arrived, I think. But right now I need to-oof!" She turned to pick up the green stone and move it to a secure location, along with her satchel, when she bumped into something, or somepony, causing her to lose focus, and drop both levitating objects onto the floor.

"Excuse me, Princess," said a familiar voice with a low chuckle. At least, it was familiar for her. She looked up to see an orange Pegasus stallion with blue mane and eyes. His brass armor was now dented and riddled with burn marks, as was his helmet. His shield and lance were still strapped above his elbows, possessing clear signs of conflict as well. "Fla-Captain Sentry! I wasn't expecting you to be here either."

"Part of Princess Flurry Heart and Sunburst's royal escort," he evenly replied with a smile. Then he returned his attention to Princess Celestia, prompting Twilight to regain her own composure, who moved the objects previously in her possession. He firmly announced, "The Changelings are finally making their move. She's now here with them."

"Oh, dear," Fluttershy shuddered, keeping herself closely beside Thorax, Sunburst, and now Spike, in the back of the assembly. Noticing that the rest of the guards have retreated into the chamber with the Captain, both Celestia and Luna, with hardened glances toward the doorway, knew exactly what was next in store.

"Have everypony prepare themselves," she ordered in turn, shifting her continuously gusting mane of multiple, bright colors with a sharp turn of her head. Seeing her former star pupil quickly securing the objects in question safely within the confines of a concealed compartment behind the throne, Celestia, alongside her sister, took center point of the gathered defenses that stood to protect themselves. As for the dormant foal, her parents placed themselves in front of her, with a particular preparation of firm apprehension and anger, as they, along with everypony else, stood in wait, watching for the moment the doors- Booom!

They wildly flew apart from their hinges, flailing in each and every direction, demolishing whatever stood in their trajectories. The sisters held them in levitating stasis, as they were mere breadths away from their fortuitous forms. They sent them speedily back unto the source of their derangement, which pinned to the floor several encroachers within a single moment. The sudden noises of great volume disturbed Flurry's slumber, as Luna and Celestia then directed their channeled energies into the general direction of their attackers in the form of intense rays. Twilight, Cadence and Shining Armor swiftly joined in the Princesses' efforts.

However, the well-hidden emerald forcefully emerged from the compartment, launching itself into the middle of the fray, much to the surprise of all. It then floated, in a field of beaming lime energy, and motioned towards the source of the suspending magic. As that occurred, the stained glass of every window throughout the massive hall shattered instantaneously, allowing for dozens more Changelings to hover venomously inside. Once the stone reached the serpentine, sickly green irises of its tall, lean owner, she hissed with sinister mirth, then faced her gathered opposition. "How kind of you ponies to look after my property. I suppose I should repay you with some measure of decency, afterward. I should."

"There is no chance of you ever winning, Chrysalis," sternly announced the solar Princess.

"Return to your diseased nests of dreadful bitterness, at once," Her lunar sister added in kind, "Or face the consequences, as before."

"I think not, to both your statements," replied Queen Chrysalis with a malevolent cackle. This prompted the Alicorn Princesses and Unicorn Prince to send another barrage of assaults onto her, to which she only responded with another guffaw, as the emerald began to redirect the fired energy away from their intended target, and place them into itself. Much to the punctured, insect-like Queen's continuing amusement, the ponies viewed the spectacle with shock and dread. "As you can see, my latest craft is designed to absorb any and all energy dispensed by your shear acts of love and kindness for others." Then looking past them, to eye Thorax in back, she added, "Including treacherous deserters," causing the small Changeling to whimper.

"For it is the most powerful act of the will imaginable," she continued, "Even with all your powers, and yes, including your own, oh Princess of Friendship, with the next spell I cast onto this stone, the very energy you all, so cherish will overturn and conquer you. Trapping you into a web with no escape, and allowing for the spider to enter, and feast from your bleeding hearts."

"Um, excuse me. Did someone call for me?"

Twilight suddenly witnessed a red, blue and beige blur swinging over the Changeling Monarch from the ceiling, smacking her head with a sudden kick, just as she turned to face the source of the voice. She lost her focus on the floating stone, dropping it in the process. F’dissh! Before it could reach the floor, however, a line of white, sticky substance latched onto it, the other end of which was held firmly by the Unicorn stallion in the web-themed costume. He stood in front of Chrysalis, with two of his four hooves lifted. The back, wrapped one still avoiding pressure, with his front, burnt hoof swinging the newly retained crystal in a clockwise motion, wherever Changelings were present, he then threw the line backward, landing the jade amidst the ponies behind him. Whoosh! Smack! POW! Slap!

"What…?" Queen Chrysalis stood dumbstruck by the most unusual pony she had ever encountered.

"Yeah, sorry, I know," he playfully cringed with a shrug, "Not my best entrance. Too cliché. But hey, you set yourself up for that one."

After his quip and spontaneous counter attack, the young, lavender Princess noticed more quick movements behind the Queen once again. Bam! She watched, as Pinkie Pie leapt off of Chrysalis' back then head in a cartwheel, and continued to move in that fashion, rolling over the knocked down assailants, keeping them from rising. "Wheeh!"

The Queen turned around, hearing further noise from behind her, allowing Twilight and the others to see Applejack, Rainbow Dash, Starlight Glimmer and Rarity quickly overcoming the remaining foes under her command. Although she was completely surrounded, overpowered and outnumbered, Chrysalis growled and hissed in bestial rage, as she turned forward once again, and regained her magical grip onto the crystal, making one final effort to cast her intended spell onto the stored energy within.

"Yeah, I don't think so." Sh’dew! The Spider sent a quick batch of adhesive onto her horn, obstructing her channeled arcane energy momentarily, as the stone flew in midair freely, yet again. He made a giant leap to catch it, then somersaulted onto the corner of the wall and ceiling, landing with his two right hooves against them, hanging his injured and burnt ones on the side. Under the fold of his hanging foreleg, the emerald was firmly held in place.

"Hate to spoil your fun, Moldy Queen of the Swiss, but it looks like this spider just…" He paused to notice, as did the lavender Alicorn, the gem glowing radiantly, and shaking intensely within his grip. As if to admonish himself for his upcoming, repeated mishap, he groaned, "Oh, come on!"

As quickly as she could respond, Twilight raised a protective barrier over herself and those in the near vicinity, as did Cadence and Shining Armor. Ka-blam! However, the intensity of the rampant explosion sent even the pillars into cracked, deformed busts, barely maintaining their integrity, as the ponies shields violently dispersed under their shattered willpower from the shockwave. Fortunately, they were enough to soften the immense blow substantially, for the ponies among her rose up more readily, with as many groans as from the one previous. Flurry's cries were heard throughout the massive chamber, but only of fright, for Sunburst's teleported form returned with her, after clearing away from the ensued assault, shortly before the Spider and the others showed. The green stone crashed onto the floor with a loud thud, sizzling with uncontrolled heat, and rolling near the Alicorn mare's violet irises. Fizzzzzzzz.

She raised her head, looking up as she regained her standing position, seeing smoke rising from the entire left side of the Spider's fiercely shaking frame. She also heard him give a high-pitched growl, with his eyes tightly shut, and a tear rolling down his cheek.

"Okay…" he croaked through gritted teeth, "That was worse."

Chapter Five

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!"

Chapter Six

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...