Twilight, Spidey & Friends: Series 1, Ep. 2: In Your Hooves Part II

by Ursulus Bright

Rating: everyone
Tags: Comedy, Starlight Glimmer, Spike, Science Fiction, Adventure, Crossover, Flash Sentry, Human, Main 6, Drama, My Little Pony: Friendship is Magic, Princess Cadance
Length: 25079

The Changelings are captured, Queen Chrysalis has escaped, the newly-arrived hero of the day is bedridden, and many questions were left unanswered.

If anypony were asked what they would make of this situation, there would definitely be a mixed bag of responses. No doubt Twilight and her friends have many things to ask about their strange visitor, as well as striving to ensure the complete safety and wellbeing of all in Equestria.

Since many things have been left up in the air, it may be difficult to properly address each and every one of them. However, given their powerful bond with one another, these ponies are most certainly up to the task. The real question is: will Peter Parker be up to it also?

Published 2016-12-27 03:10:01 UTC
Last updated 2016-12-27 03:10:01 UTC

Chapter One

Author's Note

As I did with my previous installment, I'm going to make a disclaimer saying I don't own the rights to any of the characters or references made in this story. All rights belong to Marvel, Sony and Hasbro Studios in their respective properties and licenses.

Chapter One

She attempted to lean against the wall beside her, sensing an even greater unease while doing so, due to her newly attained legs. Opting to sit upon her hind quarters, and cross her forelegs instead, the fiery red-mane, peach Earth Pony heaved a sigh of discomfort and impatience. Her pine green irises trailed aimlessly, following the movements of the other equine creatures passing her by, some in white coats and gowns, either on their own, or escorting others in wheelchairs or crutches. The only consolation that she could find was the familiar lighting, and the smell of disinfectants, traveling across the white, cooled hallway that she would have experienced in any sort of hospital back home.

Continuing to wait near the closed door to her left, she felt her ears perk up, as a click from the knob was made, and turned her head instantly, to see a bright red stallion Pegasus with squared glasses, violet eyes, and black mane, mustache and tail, step through it. From her angle, she could not fail to notice the image of a stethoscope around a heart with wings, placed oddly on his flank. Having recalled her passive observance of the other ponies, she surmised that it was only another of several oddities that were considered the norm by the locals.

"How is she?"

"Not to worry," he replied with genuine care, both in his verbal, and facial expressions, which seemed, again, unusual to her, "The fine lady is in excellent health. So much so, in fact, it's almost as if she were only sleeping during an extended trip. She's awake now, if you'd like to see her, Miss…Watson, was it?"

"Yeah," MJ nodded, "And thanks, Doctor…um, Flightheart."

"You are most welcome." Before he could depart from her, however, she raised her front left hoof to his shoulder, asking, "Oh, and how's Doctor Bromwell?"

"Ah, yes. The Zebra," he raised his head in recognition, then spoke with intrigue, "Very seldom do we see them come here to Equestria. Yes, much like Mrs. Parker and yourself, he has been only dormant and slightly weakened, like after a long journey. He's actually exploring the grounds now. Seems he is striving to grow more acquainted with his new environment. Even asking questions about pony anatomy, medicine, and the like. In fact, I should have somepony paged to fetch him, let him know he may visit his friend also."

"Thanks, Doc. That's really thoughtful of you."

"Anytime." She watched him make his brisk, though casual departure, then turned to face the door, now left slightly ajar. Though first, with a slight degree of curiosity, she twisted her neck to the point of turning her head almost completely back. Then, lifting her skirt, she observed a pair of masks, one smiling in red, the other frowning in green, prompting a smirk from the redhead. After lowering her skirt, heaving another sigh, only with much less discomfort of a different kind, Mary Jane pushed the door inwardly with her right front hoof, and entered. Seeing the brown Pegasus with spectacles over her bright blue orbs, and under her long, silver mane in a bun, she was able to clear any doubts, whatsoever, of whom she was facing. "Mrs. Parker? I know this'll seem a little weird, and you probably don't recognize me…"

"Mary Jane," she heard May gasp, then chuckled lightheartedly at the sight she beheld, "Oh, my. Look at us!"

"Glad to see you're taking this in stride, May" she answered in kind, "Or, in trot."

Both share a brief moment of mirth that released a slight degree of tension from the young mare, but then returned to her solemn state when she heard the elderly Pegasus before her ask, "Are we the only ones here?"

"No. Nick's here, too."

"That is good news."

"I don't know if you'll be surprised to see him or not, but, I guess you just wait and see. Anyway, Spider-Man also came with us."

"Oh, the poor dear," May clicked her tongue in bereavement, "After having to confront those two monsters like that, he's now facing another problem. Two actually. Getting himself, as well as ourselves back home, and worrying about what those attackers might do while he's away."

"Last I checked," added MJ, "He's got a third problem. From what I saw before I blacked out, he stayed behind, making sure we got help. And from what I heard, he had to deal with another freak show."

"My goodness!"

"But that's not what I'm here to talk about. And I think you know what it might be."

"Yes, I do," nodded the Pegasus, now tearfully inhaling with a deep pause, "To think this would happen, before he came to meet us. Oh, how he must be worried sick about us, especially after…everything."

"I know." The Earth Pony mare gently approached her friend's aunt, and offered a deep, consoling embrace, before Nicolas entered to see May Parker breaking into deep sobs.

In Your Hooves
Part II

The substance surrounding his entire being could hardly be considered an atmosphere, let alone a dense fog. It was also far, too black, with slight hints of red flowing within it. The smoky, ashy, murky material seemed to be entering into his lungs through his nostrils. He could practically taste the abhorrent abomination by his palate and tongue. He did not have time to choke on the substance, nor fully register his environment, when he heard the snide hiss and moan of a voice dangerously close, and saying, "So hot. Such boiling, ravenous fury, just waiting to be unleashed through those veins. Let us make him into the image we desire. Allow him to taste it, feed from it, and hunger for it, as we do."

"And why shouldn't we," a second replied in kind, "After all, he was our first love. How fitting wouldn't it be, for you to be united with your long, lost parent?"

No. No, don't! His mental shouts of dread could not be heard, as the murk and ilk soon found itself entering into his very being, consuming his body, mind, heart and soul, and inebriating him. "No!"

"Cease!"

A blinding light suddenly engulfed the entire vicinity, causing the voices, and the substance, to shriek with immense agony. It was a sound that did not deafen his ears, but certainly left a cold chill of recognition down his spine. The light then reduced to a soft glow that faded into a deep blue further outward. Also, what he felt now, instead of venomous spite and assaulting savagery, was a cleanliness that calmly, and gently consoled him. Now free to turn his head, he looked in wonderment, at the sight of a dark blue, equine creature with wings, as well as a horn.

"Wait, I-I…I've seen you before."

"Indeed," the figure answered in a firm, female voice, "Only for a brief moment, however. I am Luna, Princess of the Night, and Keeper of the Moon. It is truly a privilege to meet you, Peter Parker."

"You," he stammered with great shock, failing to respond to the revelation now spoken by the winged Unicorn of the Night, "Y-you know who I am?"

"Alongside my duty as Princess," she answered plainly, "I am also the Guardian of Dreams, through which memories past also intertwine. Your valiant deeds, your many-taken troubles and woes, and yes, even your name, are well known here. And for a stallion at such a youth, I fear you have seen and endured far too much on your own."

He heaved a greatly anxious sigh, contemplating how he should react to this uncomfortable situation. "Fear not," she countered his thoughts, "No secret can escape from this state against your will, though not in the other. My sister and I vow to withhold such things, with respect to your hidden desires. However, you do have the willpower to make something of it."

"W-what do you mean?"

"The secrets one chooses to keep. The truths that have been long, since concealed, reveal themselves in one form or another. Choose your manner wisely. Decide your own moment of truth, before you can no longer decide for yourself."

Before he could make another enquiry, or even refute the mare's statement, he sensed the lightheadedness, which he finally noticed to be present, begin to depart from him, as did she. The calming light that so softly rejuvenated him also faded, as his field of vision returned to the pitch black he had seen earlier, before succumbing to his dormant state.

"Thank you for coming and helping me, Zecora. I'm sorry this is on such short notice. And it's been very time consuming, I know, but I'm really glad for the help."

"Believe me, it is no trouble at all, especially for a pony who has taken many falls." The yellow, timid Pegasus worriedly eyed the bandaged stallion lying on the sofa in front of her, as she hovered near her Zebra friend, within her own, animal-abiding home. The cast on his hind leg was resting on a raised incline, on top of the hoof rest, while his left front hoof was wrapped in white material, covering his burns. She was astonished to see how quickly his injuries seemed to have healed, given that it has only been one night since he attained them. However, what struck her most alarmingly was seeing how scars from other cuts and burns, as well as small patches of missing fur, were scattered atop older ones, throughout his frame, and more specifically his center mass.

"I just hope that he'll be okay." But once she saw the sweet gaze of comfort from her rabbit companion, Angel, Fluttershy took a deep inhalation to release her dismal tension. She looked at the beige Unicorn again, seeing that he was, indeed, breathing at a normal rate, and no longer grunting and panting in a cold sweat, as he did hours earlier. The furrowed brows were also relaxed, showing her a pony who is now merely fast sleep. She could hardly recall the last time she spent an entire night tending to somepony's care. In fact, the dawn was nearly about to break, and the warm sunlight began to peak under the sheet of glittering stars.

"Maybe we should have taken him to the hospital."

"Please, do not fret, Fluttershy, my dear," a soothing voice spoke beside her, "For it is good you have brought him here. The herb required for a sound recovery can only be gained from the best company."

"Yes, I suppose you're right." She shuddered to think of how uncomfortable he would feel, lying in a hospital bed, in public, with his entire costume removed, which he had clearly intended as a means of concealment. Her caring nature has always been placed at the forefront of her thoughts and actions.

"I take it she means a metaphorical herb," Zecora and Fluttershy heard his voice groan, much to their great surprise. "Now I really know I'm not dreaming."

Seeing him warily rise with a grunt and moan prompted both ponies to place a hoof onto his chest, keeping the Spider from leaving his lying position.

"Steady, young colt," calmly spoke Zecora, "You are still unwell. So is your head, from what I can tell."

"Ah. Oh. Easy for you to say. I've just had a totally disturbing day. And what's with the rhyming thing? Is it hereditary, or something? Or maybe contagious, because I'm pretty sure I just did it a second ago. Twice."

"You still need to rest," Fluttershy insisted, "When was the last time you've eaten something?"

"Oh, I don't know. Maybe – wait, how long was I out?"

"You've been asleep all the way from sunset to sunup."

"An all-nighter, huh? So, I guess eating breakfast yesterday morning would coun-wait, no. No, I have been skipping breakfast the past ten days. I was just on my way to have breakfast. Before that, I was making sure I wasn't overdue with my research paper…again. Also, my senior thesis is due next week, so I decided to use that time to finally start an outline. So…I'm guessing dinner, the night before, would be it. Yeah, I had…uh, what did I have? Was it bratwurst, or lasagna? No, lasagna was the night before last. Sorry, still trying to reprocess beyond the past twenty-four hours. So confusing."

"The power of the mind is greatly vast," the Zebra offered, "But without sustenance, it tends to break really fast."

"Ah-ha," he chuckled weakly in response, "Good one. Now that you mention it, though, I think I really am starting to lose it."

"Is there something I can get you in particular," gently asked the Pegasus. He lifted himself up onto the elbows of his forelegs, and answered, "Right now, I think I might be craving carrots, celery and almond butter. Changing into a horse certainly enhanced my senses, especially smell. Probably altered my appetite to that of a vegan also. But for now, that'll have to wait. I need to get-"

"No, um, Spider," she muttered her declaration, unsure of how to best express the pony's known alias, as he made another attempt to ascend, unwrapping his bandage, "I'm afraid that can't wait."

"Listen, I appreciate everything you've done for me. Really, I do," he spoke, as he then began to remove the cast from his pastern, "But right now, I need to be-"

"No! You listen here, Mister," stated Fluttershy with invigorated, and stern determination, though she maintained her soft demeanor, "You've been badly hurt, and you still need help getting better. And I know you try to put on this tough, talkative act because you think you're all alone, but really, you're not. So, maybe for once in your life, you could let somepony help you, for a change. Stay put, don't move, and don't even think about trying anything funny to make me change my mind!"

She noticed the stallion's brown irises narrow and quiver upon viewing her hardened countenance, and shiver uncontrollably at the sight. Watching him refrain from moving any more, having her directly in front of him, Fluttershy could not resist the urge to gasp at the sight of his eyes crystalizing, aware that she may have snapped the final straw of his willpower. "Oh! Oh, my goodness! I am so sorry! I-I didn't mean to…I mean, I don't know what came over me! I-It's j-j-just that I've never had anypony react that way to my…'S-stare,' before."

"No, no! It's okay, really," he responded sharply, after shaking his head and raising his left hoof, now healed completely, "It's just…nothing. It's-it's nothing. Sure, okay. Carrots and celery dipped in almond butter would be fine, I guess. Plus, a quick drink wouldn't hurt either."

"Okay." Silence was sharply held between the two ponies, with Zecora viewing the exchange. Before she began to hover out of the living room, and into the kitchen, Fluttershy heard him say from behind, "Thanks, and…sorry."

"It's the least we can do. And there's nothing to be sorry for." As soon as she left the room, the Zebra heard a bereaved sigh emanating from the Unicorn stallion, now returning to his prone position. He blankly faced the wooden ceiling of the tree's trunk that they inhabited, shutting his eyes, though with reluctance, saying, "Guess a little R&R wouldn't hurt also."

"It would be prudent, as well, to explain why you react," she calmly stated, "With a haunted gaze you so clearly contract." Zecora observed his behavior even further, noting how he simply rested his head atop his front, right hoof, saying, "I'll think about it. And…thanks to you, too."

"As sweet, kind Fluttershy said," she replied with a smile, "We, at least, should give you a resting bed."

"Not really a bed, but I get the idea." Hearing the gentle flapping of wings from behind, Zecora viewed the returning Pegasus with a tray of food, and placed it softly onto the table alongside the sofa. "There, you are. And as soon as you're finished, we'll be heading over to Twilight's castle to discuss certain matters. Then maybe we'll take you to your friends. Is that alright, with you?"

"Sure," replied the Spider, turning back to face what was given to him, "That'd be fine, thanks." Slowly, with contemplation, he seemed to take precarious measures in raising a simple celery stock with his hoof. However, as if he were releasing whatever tension that arose from his mind, he simply raised it on contact. Noting the fruit of his small efforts, he smirked, and continued, "So, why bring me here anyway, and why not the hospital, with the others?"

"We all saw how badly you felt when everypony around you saw your face without the mask. And even though you're not from here, Twilight thought we should let you keep that kind of privacy to yourself, so you'll be as comfortable as possible. Zecora is an expert in healing tonics, so we allowed a teensy-weensy exception. Though, I guess that means those ponies who came with you aren't really your friends, are they?"

Fluttershy and Zecora both witnessed the hesitance in his response, then, after swallowing his bite, he answered, "I know them. They're very close to…you have photographers here, don't you?"

"Yes?"

"Well, I have this guy who goes around taking pictures of me in action, and gives them to the local paper. His way of offering financial support to his aunt, so I call him up, and tell him where to shoot photos. There was an attack at some café, Silver Spoon, or something. I called him, and that's when he told me that's where he was meeting his aunt and friends. So I swung over there as quick as I could."

"Well, it's a good thing you made it just in time."

"Yeah, I guess so."

"How do you…call him? You weren't even a Unicorn before to be able to send a quick message like that. And you can't use magic right now."

"Wait, really," he remarked with intrigue, "You don't have phones?"

"I…don't think so."

"How about channeled electricity?"

"Well, Pinkie knows a DJ, and she uses some kind of electric current through her magic, I think."

"No electricity, except what Unicorns make for themselves? Then I guess Electro would definitely hate this place."

"Who's…?"

"Don't worry, it's nothing important. Anyway, my world has those things, and I used a phone to reach the photographer. That's how I called him."

"Well," Fluttershy continued, knowing fully well his attention was now away from his meal, "I'll let you finish eating. Then we can be on our way."

"Right, yeah, sure," he shifted his focus back to his current state, "Uh, just one question?"

"What?"

"Got anything to put on? I mean, yeah, I've noticed you ponies don't wear clothes around here, at least not often. But I'm sure you've compensated for my total lack of threads, right?"

"Oh, yes, of course," muttered Fluttershy, in hasty realization, "I'll be right back."

As the Pegasus departed once again, Zecora noted, "I am not sure how far this will go, but your mark will make your secret easy to show."

"My…mark? As in, leaving my mark, mark?" He then turned to face the direction that the mare gestured towards with her hoof, and noticed, on his bare, beige flank, the icon of a spider in scarlet, with a blue outline. The Spider narrowed his pupils in great shock, once again, fumbling as he rose onto his casted, but healed hoof, then exclaimed, "What the heck! How did that get there?! I don't even remember getting a tattoo! Aw man, I am so dead when I get back home."

Chapter Two

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter Three

"Easy now, May. Remember, this is your very first experience."

"Oh please, Nicolas. I may seem like a small babe taking her first steps, but I am actually enjoying myself." With Mary Jane on the opposite side, the Zebra escorted the mare Pegasus with his left front hoof, taking her to the nearest elevator after checking out. Seeing the warm smile and beaming, though cautious blue irises from May Parker was a clear indication to Doctor Bromwell that nothing about this particular situation seemed to bother her. He knew, however, it was not the case for another. From what he learned about this world, everything was precisely what the cardio doctor ordered, and not only physically: a peaceful, calm environment, fresh air, leisure activity, and most importantly, a friendly smile and helping hoof.

"Well, here's hoping you don't get too excited to try out your wings also, Ace." The smirk from MJ prompted a light chuckle from both the physician and the brown Pegasus. Both friends of May, after learning the nature of a pony's mark, according to those whom Nicolas inquired, were not surprised to find two the icons bestowed upon her. The fire of a warming hearth, as well as the gleaming, spring sunlight, seemed to fit Mrs. Parker's homely, nurturing love and care most perfectly. As for the Zebra, he saw the spiraling image of a pulsating heart, portrayed in the format of some indigenous pattern in jagged lines. The Earth Pony mare's mark, itself, was also fitting for Miss Watson, given her blooming career, which he and May had grown fond of hearing about from Peter.

"Just where exactly are we going," the warmhearted mare spoke up, "It's not as if there's a cab, or limousine waiting for us in front of the reception. And who's taking the tab for our hospital visit?"

"You wait and see," Nicolas answered the Pegasus with a small grin, "You're definitely in for a surprise."

"Now, you two better not try to punk me."

"Don't worry," warmly said MJ, "It's the good kind, this time."

They had stepped into the elevator, which was diligently lowered by the Unicorn attendant, whose magic held the mode of transportation they were now inside. After asking him for the ground floor, the attendant kindly nodded, and closed the doors when other passengers have entered or departed. As soon as they had reached their destination, they had noticed two royal escorts moving from either side of their elevator, and vigilantly continued out through the hospital doors with them.

"Well, this is certainly flattering," May chuckled, "But unless you somehow found a way for me to see the one person I want to see, then I'm afraid I'll be disappointing you both tremendously."

"I believe that is an issue to be addressed at another time," a firm, but gentle voice stated vibrantly above them. They looked up, and more especially May, and watched with awed admiration for the towering figure before them, whose bright lavender eyes soothed their minds and hearts with a simple gaze. The tall Princess of the Sun went even further to astonish the three ponies, by offering a light smile, and kindly stated, "But for now, it has come to my attention that you need a place during your stay in Equestria. You may call me Celestia, and I most gladly welcome you here."

May Parker simply stared in disbelief at the magnificent radiance and wonder she was beholden to, but quickly recovered, and courtly asked, "I'm sorry, weren't you expecting someone else? I'm afraid there must be some misunderstanding, because I seriously doubt such attention is meant for us."

"We tried to tell you," Nicolas smirked, though he, himself was dumbstruck alongside the mares, for the corresponding messages he and Mary Jane received did not prepare them for this marvelous spectacle who was their benefactor, and now hostess. "But, holy mackerel…"

"May Parker, Nicolas Bromwell, and Mary Jane Watson," announced Celestia, with such captivating, familial charisma, "It is a privilege to welcome such kind hearts and good souls to this world, surely. Please accept from me safe passage to Ponyville, or any destination you wish, and whatever aid my sister and I can offer you, to ensure your stay is safe and welcoming."

"No misunderstanding, Mrs. P." The softly spoken remark from the redhead pony fell on deaf, equine ears, for the cocoa brown Pegasus was left even more befuddled by the simple fact that this greatly esteemed figure of the highest order, of dignity and grace, knew their names, as well as presented herself before them. The pony's blue orbs were blankly fixed open, until her friends gently recovered her from the shock of this unexpectedly pleasant, though incomplete, turn of events.

Although the yellow Pegasus and young Alicorn mares struggled to remain vigilant throughout the spell's duration, the spectacle recollected, and what was spoken truly left a remarkable impression upon all present minds, including Spike. Simply watching what Twilight witnessed yesterday offered more than satisfactory answers to a few of the other ponies' own enquiries, though it also raised many different questions.

"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 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."

"No way," gawked the colorful Pegasus, "He figured out a way to get to Chrysalis, while also making sure he meant every word of it, in that short amount of time?"

"That shoves 'level-headed pony' into the ground," chuckled the orange mare with the Studson, "like a rabbit stuck in his burrow."

"The fact that he displayed such etiquette towards the Changeling," the Unicorn mare added, "without prejudice is also admirable."

From the story of that fateful field trip and his humble, bright, though incomplete, background, to the summation of the Spider's abilities and skills, there was no muzzle nor jaw that was not gaping, especially during the moments in which he enacted incredible feats to demonstrate them, including his proportionately arachnid strength, flexibility, speed and sense of danger.

"Wow! That is sooo much like my Pinkie Sense!"

"I also recall him speaking to Starlight, as we came here, of his highly enhanced endurance and healing properties, which he noted failure of mentioning also."

"That's just…I can't belie- I mean, wow," Rainbow Dash stammered in utter amazement after Rarity's comment, "No wonder that guy can take so many big hits!"

"Probably too many, at least for my taste," gently remarked Fluttershy, recalling the numerous scars atop one another, underneath that scarlet hoody.

Then came the moment when Captain Flash Sentry asked about the Spider's inspiration to use his abilities for such a life, in five years' time, without having been given proper training or discipline. They heard him sharply reply, "Hey, I hate to be rude, but since everypony's been asking questions, why don't I have a turn?"

"Wow," Spike huffed, "Subtle, much?"

"I can't believe I missed that," gasped Twilight in realization, "Everything was happening so fast, I never knew he was actually avoiding the question."

"Seems to me it ain't just his face and name that he has tah hide," Applejack remarked, but more with concern, than suspicion, "Just what exactly is he ashamed of, if he was inspired to do so many great things like this? And for this long, all bah his lonesome?"

"It must be something dreadful," softly commented the tired Pegasus, "if he chose to respond in such a way, so quickly. He also seemed greatly troubled this morning, after I gave him the 'Stare' to keep him from leaving, but said it was nothing to worry about right away."

"I can only imagine what sort of world he's from, considering such lack of information," Rarity responded, "Especially the length of time he has been tolerating such brutal treatment, only a sample of which we witnessed yesterday, I am sure."

"Shh!" Both the colorful Pegasus and rosy Earth Pony hoarsely hushed the audience, then Rainbow added in whisper, "The best part's coming!"

"They'll land, but you'll fall. Besides, how do you even expect to carry-" F'dissh! Snort!

"Thank you, Highness. Also, gesundheit." After a rowdy snicker from Pinkie and Rainbow, and a scowl from Twilight, they all returned their focus onto the projection, when Captain Sentry lifted the arachnid Unicorn, wearing his mask again, and pulled him even further from the flagpoles onto which he was tethered. They noticed the brief, unheard exchange between the two stallions, before the final stretch, and the emerald on his line glowed with Twilight's spell.

"Yee-hah!" AJ shook her head with a smirk, as the Spider vanished with a strong whoosh and a stretched blur of beige, red and blue, having the emerald still attached to his web, and sailing through the air behind him. "I still can't believe I said no to that."

"I'm just wondering what he and the Captain were saying before," Pinkie asked after Rainbow Dash, "Do you think you can crank up the volume, or at least zoom in? I am super good at lip reading!"

"Sorry, everypony," the lavender Princess sighed in exhaustion as the memory faded, "That's the extent of the spell's capacity. Even if that were possible, it would still require more energy to do so. Besides, that was strictly between the two ponies, as I believe Captain Sentry and the Spider intended."

"Okay, what is it with stallions and keeping secrets," the Pegasus hoarsely huffed in response, "I mean, you don't see us keeping things from each other, do you?"

"Well," AJ lowly countered, after a brief moment of silent contemplation, "Ah'd be lyin' if I said I told y'all everything about mah folks. Ah recon Ah never said diddly squat about 'em, neither. Matter of fact that was the main reason Ah left for Manehatten as a young'n."

"And I never told you girls anything about having a brother, until receiving Shining's and Cadence's royal wedding announcement."

"Yeah, but," Rainbow snorted, "Only because you forgot to mention it."

"When something like that shouldn't have been," Twilight said with a lowered head.

"You were busy studying the Magic of Friendship," offered Fluttershy as well, "Your mind was clearly focused on that, and you shouldn't be blamed for it, either. You were still learning, and still are. And so are we."

"I suppose we've just learned, also, how many ponies have something they desire to conceal. Certain things about themselves they deliberately wish to keep from the public eye, for one reason or another," Rarity joined, carefully considering her diction, as she observed Rainbow's silent response to this current discourse, "Perhaps we are only coming to acknowledge that about ourselves as well. But with the utmost sincerity, the same could never be said about you, Twilight."

"Thank you," she softly said to her companions, then evenly continued, "Now, I think it's time we discussed what further action we should take. It is clear to us that there is so much more about the Spider that we would like to know, but he also clearly has no immediate desire to share that information with us, or anypony."

"Anypony except the Captain, anyway."

"Well, as Rainbow Dash pointed out with such zeal earlier," began the white Unicorn, after the adolescent Dragon's remark, "He has definitely done more than offered his services for the good of all Equestria, a place he is completely unfamiliar with. He even went out of his way to ensure Applejack's safety, who is essentially a stranger to him as he is to us, along with his weakened compatriots. We may not know exactly what drives him to do so, due to his adamant silence (terrible choice of words, ladies, I know). However he clearly possesses certain virtue that should be taken into account, as well as valued deeply, despite his deliberation to maintain a certain distance from us."

"And like Applejack and Rarity said earlier, too," the pink Earth Pony added, "We should at least give him a chance to be a good friend to us, by us being good friends to him, so that way, he can be sure that it's okay for him to tell us whatever's been bothering him, because he'll know that he can be comfortable about doing that with us, because we became his friends."

"And by being his friends," the soft-spoken Pegasus concluded, "We won't judge him for whatever happened in his past, but show that we will always be there to help him be better, just as he would surely be there for us, to help make us better, as true friends do for each other."

"Well, since Rarity, Pinkie and Fluttershy are on a roll," said Spike, who sighed with reluctance, "then I guess I should do the same thing."

"Well then," the orange farm pony stated, "Ah recon we've got ourselves a unanimous vote. What d'yah think, Twah?"

"I think it is time to let him in."

The ponies who sat in waiting heard the sound of a firm click, then creak from the door beside them, to which they responded with a rise, or fall, from their seated positions. They all turned to see the small Dragon widening the door's gap, then quietly raised his paw in a beckoning motion for entry. Noticing Spider Bite raise a passive brow, Starlight heard him say, "Well, here goes absolutely nothing."

"Don't worry, you'll be fine," the mare softly stated, placing a brief hoof of consolation onto his shoulder, "Just hear what they have to say, tell them whatever's on your mind, and more importantly, be you."

"Gee, never actually thought I'd hear something so, sentimentally cliché from you."

"Okay, maybe just tone it down a smidge," she said with a squint, as she shoved him with the same hoof, prompting a relaxing chuckle from the wall-crawler in response. "Thanks."

"Don't mention it." She shared a smile of comfort for him, alongside those of the others, as he took a deep breath, tilted his head, and pressed onward. They were about to return to their places on the various pieces of furniture, when they heard a gleaming voice call out, "Shining! Cadence! Come right in! In fact, you all can come."

"Aw, isn't it bad enough I have to get the third degree from you seven, already?" The light violet Unicorn simply rolled her eyes at his remark.

"Don't think you're off the hook that easy, Web-head." Hearing the mischievous chuckle from Rainbow Dash, the royal couple, Starlight, and the others strolled into the Map Chamber, to see the six mares and reseated Dragon viewing the stallion before them.

"First of all, I would like to speak for all of us here by saying 'Thank you, for all that you've done for us,'" began the lavender Alicorn, "Secondly, however, we know you have many secrets you intend to keep, along with whatever reasons you have for doing so."

"There is no telling if you are willing to share such things with us at all," added Rarity.

"Maybe, if we know more about you," Fluttershy continued, "it would really help us to better understand you."

"Bottom line is, partner, we don't, so we can't."

"There's just way too many things left blank for us to really make a clear choice," followed Rainbow shortly after AJ. Perceiving the slight unease emanating from the beige Unicorn's countenance, who lowered his head in modest submission, and sensing where this line of discourse might lead, Starlight continued to shift her focus between the two parties with concerned intrigue. She then heard Princess Twilight began, "So, in the meantime…"

POW! Wheeze! "Welcome to Ponyville!" Pinkie Pie's cannon blast, along with her wild exclamation, was enough to make even Starlight's ears cringe downward, though she was nowhere near its direct recipient. What nopony present anticipated, however, was the spontaneous response given by the wall-crawler. Immediately, his position was replaced by a momentary blur going upward, causing everypony to quickly shift their focus toward that direction as well. What they witnessed above them was Spider Bite clinging upside down, lowly crouched on all fours, onto a wide base root of the Library Tree Chandelier. His pupils had narrowed in utter shock, as he shivered uncontrollably.

"Please. Do not. Ever. Do that again." Noticing him take a few deep breaths to calm his clearly shaken nerves, they heard him continue, "At least a fair warning next time, okay? My spider sense doesn't pick up on those kind of surprises."

"Gee, you weren't kidding when you said you'd totally freak out," inquisitively spoke the rosy Earth Pony.

"I think 'freak out' wouldn't cut it," Rainbow muttered. Pinkie rapidly leapt onto the same root as he, hanging by her curly mane and tail beside him. She looked at him with a puzzled expression of concern, asking, "You really don't like surprises?"

"Haven't for a while, no." He then released his grip, somersaulting before he landed, having Pinkie follow closely behind. "Wheeeh!"

"This doesn't make sense," he then began, "After everything you just said about me, after knowing that there is so much I haven't told you, not even sure if I can be trusted, you still want me around? I mean, for all you know, I'm just the scout for some major, even worse invasion than you got from the Changelings."

"Trust me," Starlight kindly offered, then smirked, "There's a precedence for this kind of thing. So don't let this get to your head, alright?"

"We may not know anything substantial about who you are," said Twilight, "But from your actions, it's obvious where your heart is."

"So, you're just…going to let me stay here? A total stranger? With all of you? Just like that? Seriously, I thought you would have learned from you mothers better than that." Chuckles and smirks were made from a few members present in response, as Spike simply shrugged his shoulders, satisfied that the Unicorn in question, indeed, acknowledged his disposition fully.

"Until yah give us a mighty good reason to change our minds," the rugged Earth Pony replied, "We're willin' to give yah the benefit o'the doubt."

"So, you know," added the rainbow Pegasus, "Better watch yourself, Spidey."

"Says the mare with the mind-shuddering, dream job? Sure, I'll think about it." They both share a laugh after their playful exchange, which helped to ease the tension from the stallion substantially. "So, what now?"

"Now," the Alicorn began, rising from her seat as she did so, "I think it's time for all of us to actually get acquainted." She walked up to him, then raised her hoof. He kindly took it to shake with his own as he said, "Spider Bite."

"Twilight Sparkle, Element of Magic," she smiled, "Pleased to properly meet you, Spider Bite."

"Likewise, I'm sure, Princess."

"Applejack, Element of Honesty" the pony behind the lavender mare announced, as she approached him, shaking his hoof also, "Nice to make yur acquaintance, again."

"Same here."

"Um, hello. Fluttershy…oh, um, Kindness."

"Hi, Fluttershy."

"Rarity, darling. Generosity. A pleasure, Spider Bite, truly."

"Thanks, Rarity. And you also."

"Pinkie Pie! Laughter! But you already knew that, so I guess that means you get double the laughter and fun!"

"Not exactly sure where you got the math for that, but okay." His hoof still shaking profusely after the wild cordiality from the pink pony, the Pegasus that followed zoomed over to catch it, and maintain its momentum momentarily. "Rainbow Dash. Loyalty. Only the most super, amazing flyer, anywhere, ever, and member of the Wonderbolts! I'll tell you more about them later."

"Well, I'm looking forward to it, apparently."

"Hey!" She shoved him slightly, before adding, "Also, the Bite part you added there, makes you sound even more awesome! Don't let anypony tell you differently, alright?"

"Don't worry, I won't. Just wondering if I should hyphenate, though. Do you ponies even do that?"

"Only if you want to, after getting hitched," she shrugged in reply, "And no, don't even think about-"

"Too late," he tilted his head with a shifted brow, "Just did. I mean, I know we just met, and everything, but I can't help feeling like we've –whack! - ow." The swift motion of her hoof against his shoulder could only be seen in a haze, though he clearly seemed to have anticipated it, hence the meager response. Everypony in the room, including the two being viewed, shared a moment of great mirth from their witty chat.

Chapter Four

There was no need to mention how dearly the yellow Pegasus and lavender Alicorn both required a good rest, for both mares expended a great deal of their efforts the night before. As Fluttershy opted to lie down on a sofa in the nearest closed room, Twilight Sparkle decided to take a sound nap in her own quarters, which was located directly above the castle library. However, before turning in for a reprieve, the young Princess insisted that Spider Bite should learn to activate and harness his own magic, so as to project the memory spell himself, hoping that they could find some crucial information from his experience in the ruins. Only when Starlight Glimmer volunteered to instruct the stallion, and Princess Cadence offering her assistance in the matter also, did she finally submit to the comfort of her bed for a short nap.

"Do you really think he might need two ponies to instruct him," inquired the light violet mare to the Crystal Princess, who answered with a smirk, "I might know a thing or two about learning how to use a new talent."

As the rosy Alicorn and Unicorn mares took the wall-crawler out to the hallway, Prince Shining Armor remained with the other ponies, Changeling and young Dragon, to discuss current matters. They all wished for everypony to be brought up to speed, while also, of course, spend more time with the infant foal.

"Look, I get that you need me to see if I can get you more info, and I understand you all willing to trust me in using my new powers to help you out. But what I don't follow, is how you expect me to cast a spell, when I don't even know the basics?"

"Which is exactly where we'll start," responded Cadence evenly, "At the very beginning."

"Okay, if you two are going to break into song with Do-Re-Mi, then you can count me out."

"Let's start-" Starlight huffed and rolled her eyes at Spider Bite's incomprehensible remark, to which he cut her off while raising a hoof, "I'm out."

"We're going to start," she persisted begrudgingly, "with what you told me earlier. You recall how you figured out using your hooves, right?"

"Focus is key, followed closely by simplicity and then patience."

"There you go," Cadence beamed, "You've grasped the fundamentals of magic."

"You might not think you can use the magic that is naturally inside of you right now," continued Starlight, "But in actuality, you've already started."

"Uh, come again?"

"According to Twilight's…highly extensive records from her experience in a human realm, you were accustomed to having limbs with five appendages on each. So for you, restricting your capacity of picking things up with only a hoof would seem physically impossible."

"But by focusing on simply lifting an object with patience," followed Cadence, "you were able to attain the magic inside of you that's inside all ponies. You see, each pony has magic inside of them, granting them natural abilities respective to their particular classes."

"And by classes, you mean species, genus then class, class, right?" Nodding in the affirmative, the pink Alicorn Princess continued, "While Unicorns can harness the raw magic inside through their horns, most Earth Ponies possess it to have great strength to work the land, and Pegasi are capable of landing onto clouds, and control weather patterns."

"Okay, great," Spidey shook his head in full comprehension, "That's all well, and good. But that's just common, pony knowledge that I got down." Pointing at the appendage protruding from his head, he then asked, "Now how do I find the on switch for this thing?"

"Like you said," the light purple mare replied, "First you focus on finding the raw magic that is already inside of you, then simply reach for it, and patiently bring it forth."

"How do I even look for it? Or better yet, what exactly am I looking for?"

"You need to first acknowledge that it is something that is naturally a part of you now," Cadence spoke to the beige Unicorn gently, "And then reach deeply into the darkest depths of yourself, and bring it out into the light."

"I just hope it doesn't cause a split personality disorder," he sighed, "Or that it doesn't make me schizophrenic. But I guess there's nothing to treat me for whatever I'm diagnosed for constantly talking to myself."

"Don't think of it as a separate entity that is now bonded to you," the Alicorn continued, "But a greater extension of yourself."

"In order for you to grasp that magic inside," the Unicorn mare added, "you need to grasp more firmly a better understanding of who you are."

"What, you mean like metaphysically or philosophically?"

"Nothing too complex, or generic," Starlight answered, "You just need to focus, and simply figure out deeply what it means to be you."

Upon taking a deep breath, then exhaling through a narrow passage between his lips, they saw the web-head close his eyes, as he contemplated aloud, "Well, what makes me who I am, I guess, when it comes down to it, it's not really the spider prowess that I've got. I mean, sure it's become a very special part of my Me recipe, and not just genetically speaking, but ultimately that's not what really matters. To me, what's most important, is that I don't have to be a quipping, wall-crawling, loudmouthed crime fighter, or even incredibly smart, or whatever talents I've got, just so long as I use whatever I got for the good of all. And not just because it's my responsibility, and it's the right thing to do, but because I really want to help peop-ponies who need it, and do the best that I can for them. Because they all matter to somebo-somepony, including me."

"Spider Bite."

Starlight saw him open his eyes after hearing the light gasps from the two ponies, to see a glimmering light from the top of his peripheral. The web-head shifted his focus onto the additional ligament atop his cranium, to find it engulfed in a soft, swirling glow, with specks of glitter floating and descending unto the ground. The light itself shifted into different pigments, from red, to blue, to beige, to brown.

"Whoa," Spidey sharply exhaled with a swallow, "I-I wasn't even looking for it. Was I?"

"You were focusing deeply on who you are," stated Cadence, "You then patiently reached for it, after simply finding what you were looking for."

"I guess that means we've got nothing to worry about from you," Starlight remarked, "Nothing dubiously treacherous, anyway."

"Okay." She noted his attempt to stifle a chuckle of coltlike excitement to his most recent accomplishment, prompting a smirk from her. He then asked, "Now what about the light show?"

"Same as before," the Alicorn Princess replied, "Focus on the energy inside of you, then simply decide whether you want it in use or not, along with the color of your preference."

Closing his eyes once more, the beige Unicorn devoted his thought and energy unto his current goal, not deterring towards anything that might distract his focus and patience. He pursed his lips slightly, as the horn first lost its glow, then resurged into an aura of deep scarlet. As he reopened his vision, and viewed the fruits of his labor, he shakily heaved a gasp of utter excitement. Spider Bite then watched the horn flicker back off by his volition, exclaiming under his breath, "Wow! Now that's just pretty cool! What's next?"

"The spell involves applying memory into casting it," the light violet mare responded, after reviewing the scroll Twilight had given her, "And it's actually simple enough for us to go through it after a few levitation lessons."

"Great," he beamed, then reduced to a more somber tone, "Sounds good. But, while we're at it, there's someplace that I need to be."

There was a fair trotting distance to cover for the three ponies to reach their intended destination. As the wall-crawler had suggested, Cadence and Starlight took the time to teach him how best to harness his newly attained arcane energy to cast a spell, beginning with elementary levitations. Given that it was nearly an hour for the ponies, such time was managed perfectly to instruct the beige stallion.

This whole thing's definitely going to take some getting used to. A lot of my energy spent focusing on casting the right spell with this thing means quite a bit of adjusting. Guess I'll have to limit my quipping quota, until I get a better grasp at this. Also not talking to myself as often.

"So," Pete heard Starlight complete her concluding discourse, "Try not to spend too much time making wisecracks or jokes. Until further notice, at least."

"Yeah, my thoughts exactly," he replied with a smirk, but then returned to a stoic expression on his face when he noted the appearance of the building before them. With great uncertainty, he simply stared directly towards it, as he continued his trodden path in that direction, as she spoke further, "Now as for the memory projection spell, it would probably be a good idea to give it a few practiced attempts before actually using it back at the palace."

"Okay. Yeah, sure." Noting the stallion's shift in demeanor after his previous expression of enthusiasm, she added, "Don't worry. At the rate that you've been going, this shouldn't be a real challenge for you."

"No, it's not that, Starlight," he shook his head in response, "I've just got other things on my mind lately." Upon viewing the hospital directly ahead of them, and seeing the simple nod of full comprehension from the pink, winged Unicorn, the light purple mare was reminded of this trip's purpose. She sharply stammered, "Oh, I'm sorry. Of course, I should've known you had a great deal to worry about still, especially your friends."

"It's okay. Don't sweat over it. I just think I should go check on them, while I get the hang of this and before we get back to work."

"May we ask who they are to you, exactly?" Spidey simply shrugged to Cadence's enquiry, then said, "I don't see why not. I kind of already mentioned them to Fluttershy. They're friends and family of this photographer I know back home. There were a couple baddies attacking the café they frequent, so I got there as fast as I could. One minute I was fighting them off, and the next found myself and the others in this world."

"Did any of them get hurt?"

"I don't think so," he answered Starlight's concerned question, "I think they just passed out from traveling here, kind of like how I did after that whole thing with the Changelings yesterday. I only got a few cuts and bruises from the fight before, so I'm basically the sole casualty in that regard."

"That is very good news," Cadence nodded with relief in her voice, "For them, at least."

"You went through a great amount of trouble yesterday," added Starlight, "only to be pulled out of it, and dropped directly into an even greater amount to deal with. And in another world you never even knew was possible."

"Yeah, that's just my luck for you," chuckled the web-head, "One cake layer of troubles on top of another."

"Considering you just used a cake analogy to describe your problems," said the winged Unicorn with a tilted brow, "it's no wonder you responded to Pinkie's surprise blast so terrified."

"Just my big mouth running a marathon again, I guess. I'm just glad they came here with me, and not still over there, where I couldn't help. But those bad guys are still on the loose."

"Any idea what motivated them to attack in the first place?"

"Basically," Peter spoke to the Unicorn mare, "they wanted me out in the open, endangering others just to get my attention. Everyone else was just collateral damage to them."

"Then it really was fortunate you reached your friends in time," said Cadence, "But now you're concerned about what may be happening back where you're from as well. You might also feel, in some way, responsible for that."

"Like I said. One thing on top of another."

"Well," swallowed Starlight, looking back at the scroll her magic was still levitating, "Before we go in there, how about a quick trial run? Give you a good start, at least." Nodding silently in response, Peter looked at the mare, whose expression was solely that of empathy. He then took the scroll from Starlight Glimmer's arcane grip, using a levitating spell of his own. He examined the text on the parched material closely, then casually gave it back to her when he finished. Spider-Man closed his eyes once again, striving to focus completely on what he needed to accomplish, gritting his teeth, and grunting in the process. What aided him in his endeavor was his need to focus on a certain memory to project, after harnessing the energy required to do so. He opened his eyes, to see a translucent, scarlet disc hovering before the three ponies. "Whoo! That took more out of me than I thought."

"It normally takes Unicorns up to this stage in life to be fully conditioned in the mind to cast various spells," offered Cadence, "Since this is only your first day, I'd say a job well done."

"Just what exactly are we looking at?" Starlight's enquiry was met with a howling blast of green smoke, followed by a rapid, spinning motion of numerous objects. The dizzying rotation halted suddenly, as a horrid face of green engulfed the vision, with sickly yellow eyeballs, and sneered with a grin, "Why don't you just give up?!"

The viewed projection spun once again, until a loud smack and grunt indicated someone was thrown against a wall. Landing on a narrow bridge of steel, they witnessed the blurring motion of a being leaping and dodging away from two more blasts. Then strands of white material ejected towards the green creature that swerved and maneuvered on a hovering craft of metal and smoke.

"Because I know your secret," they heard Spidey's voice emanate, "I know whose face is behind that mask!"

"We all wear masks, Spider-Man," the being growled, then croaked as it sent a series of spinning blades wailing towards him, then another screaming explosive, "But which one is real? The one that hides your face, or the one that is your face?"

The projection then faded into thin air, the glow of the disk vanishing completely, allowing for the hospital ahead of them to return to their immediate points of view. After all these years, guess I never really knew what Osborne meant by that. Now here I am, unmasked with ponies I hardly even know. The irony.

"Just a test sample," Pete answered the light purple mare with a shrug, as he readjusted his blue sunglasses and red hood.

"If that's only a brief sample of what you've encountered," the pink mare evenly remarked, "Then what you dealt with yesterday was only a light skirmish in comparison."

"Not really," he shook his head in reply, "I was sucked into another world, transformed, fought an invading horde of bug-ponies, half-roasted, and got attacked by their queen bee. Not exactly mixed signals for another movie, or you know, like you said, a skirmish. And even you were all there to fight them too. So yeah, definitely a nine-point-two on my personal, Horrifyingly Dangerous Scale."

"Remember what we talked about," said Starlight with a smug grin.

"I know. I know," he grunted, "I'm just running down whatever I've got left before putting my mouth on hold."

Once they reached the reception inside, he could see the numerous ponies in the wide room, many of which were from the evacuation party who sustained injuries from the boulder giant's rampage doing a follow-up. Good thing this is the worst scenario for these ponies. Very lucky that few, if any at all got badly hurt from Rocky's bad temper. Now I'd like to see how my Aunt and friends are doing.

"Hey, excuse us," he greeted the receptionist mare behind the counter, "I'm here to see three ponies that most likely checked in here yesterday. A Pegasus, Earth Pony and Zebra. You mind telling us which rooms they're in, please?"

"Are you next of kin to any of these ponies you mentioned," the lime Earth Pony asked plainly, her blue and green mane wrapped in a bun, and her blue eyes focused on the wall-crawler.

"Well, kind of," he answered, "See, the Pegasus has a nephew that I know, but he can't make it right now, so I thought I'd check on her for him. The name's pretty unusual for around here. May Parker? You see, we're not exactly from-"

"I'm sorry," she continued to speak, "But with everypony still on the lookout for Queen Chrysalis, the hospital only admits next of kin to patients with substantial proof of their identities." Ugh, great. Just like security back home. And they've got eyes constantly watching for suspicious characters. Guess I never really complained about them before. Now that it's a big inconvenience for me.

"Alright," he muttered with a sigh, lowering his head before departing, "Sorry for the trouble."

"Excuse me, Miss…Riverglen," he heard the winged Unicorn step forward. He turned his head completely around to see her remove a heart-shaped crystal icon, matching that of her I.D. mark. It was glimmering a light blue to match the aura of her horn, and even more greatly so it seemed.

"I am Princess Cadence of the Crystal Empire," she gently announced, "Here is my credential. I'm sorry to inconvenience you in this manner, but I'm afraid it's urgent that we checked on these ponies right away."

Wow, he inwardly remarked, as he observed the baffled response from Riverglen, whose name was on her tag, Haven't had anyone use their poll to help me out since the good Captain was around.

Before the bewildered mare could offer anything near an understandable response, they heard somepony else speak up. "Hello, Princess. Everypony."

They turned to see a bright red Pegasus in a white coat and a stethoscope around his neck, as he deeply spoke, "I'm Doctor Flightheart. I tended to these ponies you're looking for. I'm sorry, but I'm afraid they're no longer here."

"What," said Peter sharply, swiftly approaching the Pegasus doctor, "What happened? Were they taken!?" Did Chrysalis figure out who they are!?

"Calm down, son," he softly answered, "They were perfectly fine when they checked out. Princesses Celestia and Luna came by to take the tab and escort them someplace safe for the moment."

"When did they leave," Starlight inquired.

"Earlier this morning, around ten," said Flightheart, "Luna was in the air surveying the place, while Celestia waited for them at the front. I think I heard them going into town first." Whoo! I probably should've known they would do something like that for me, since Luna said she'd keep my secret with her sister. And pretty smart too. They came together to watch each other's backs, so that bug-Queen doesn't try anything. Guess Gw-Fluttershy was right. I'm still not alone in this. Not really.

"Thank you, Doctor," Cadence cordially nodded, "You've been most helpful."

"Anytime, Your Highness," he bowed his head in kind, then parted, bringing his attention back to whatever patients he needed to see. Okay, I don't know why, but that guy makes me think of Dick van Dyke for some reason. Maybe it's the soap opera vibe that I'm getting from this place. I mean, who pays attention to patients after they're checked out like that? Well, sure Nick's the exception, but still. Kind of weird.

"So," he heard Starlight speak, "I guess we should head back now, huh?"

"Celestia and Luna will come by to discuss matters with us at Twilight's castle," joined Cadence, "Afterwards, we can find out where your friends are and visit them then." He took a momentary pause, exhaling through his nostrils before saying with a nod, "Sure. Sounds good enough for me."

As usual, Peter Parker misses out on what matters most.

"Oh, and," he stopped in midstride as he turned back to two mares, "thanks a lot. And I mean for everything."

"It was the least we could do," Cadence warmly said with a smile, as Starlight kindly grinned also. Then the three ponies began their journey back.

A swift splash of water to the face, along with a thorough brushing of her mane was sufficient, she felt, before making her way back downstairs. She found her nap more than satisfactory after her Dragon assistant awoke her, telling her of Starlight, Cadence and Spider Bite's return. She made a brisk trot down the hallway after straightening herself up, knowing Spike was directly behind her. Will being the key word. "Where did they go?"

"To the hospital," he answered Twilight, "Spider Bite wanted to check on his pals while learning how to use his horn. So they decided to take a quick trip over there." Knowing how long it takes to make a stroll to the hospital from the castle, she wondered what might be going through the strange stallion's mind concerning those who traveled with him. She also pondered on what Cadence and Starlight might inform her and her friends about him. "Has he made any progress during these past couple hours?"

"Cadence and Starlight think so," panted Spike from behind, striving to keep up with the Alicorn Princess, "They said he caught on pretty quick for a beginner. He even practiced the memory spell a couple times too."

"Given his apparently astounding intellect, I can't say that I'm surprised," Twilight commented as she sharply turned left around a corner, "But I just hope-"

Catching the glimpse of an orange figure suddenly flashing into her peripheral, she locked her hooves into a grinding halt, cringing her eyes shut. She opened them with a squint, seeing the pony before her enacting the same thing, and recognized immediately the pony she once warmly met, yet hardly knew.

"Princess Twilight," he greeted with a bow of the head.

"Captain Sentry," said she, tilting her own as well.

"Glad to see we've prevented another bump-in as the others beforehoof."

"Sentiment's mut-" before Twilight could complete her reply, the purple and green Dragon ran directly behind her while making the sudden turn himself. He collided onto her hind leg, causing a direct impact between the two ponies ahead of him. Bop. "Oof!"

She turned back, after the three simultaneously backed up with a grunt, facing her assistant briefly, to which he offered only a sheepish shrug and grin in response. Then she turned back to say, "At least, it would've been mutual. Sorry."

"Just one of those days I suppose," the Pegasus Captain said, "Nothing to worry about. I take it you had a good rest in, Princess."

"Oh, yes. Definitely. Thanks, Captain."

"So, you were just about to go into the Map Room as well?"

"Yes," she regained her concentration, realizing the doors to the chamber directly beside them, "Yes, of course. Mustn't keep everypony waiting."

"Agreed." There was a momentary pause at first, as the ponies shifted their attention between the door and themselves. Then Captain Sentry sharply turned his head, lifting his right hoof and reached for the doorknob. It was at that same instant a crimson gleam engulfed it also, to which a baffled Twilight responded with the release of her arcane grip. Except, at the same time, Sentry became aware of the situation himself, lowering his hoof in response. Spike huffed with slight impatience at this complete lack of progress, and walked up to jump and turn the knob himself with a grunt.

"Thanks, Spike," Princess Twilight offered with embarrassment, swiftly turning her head to face the Cutie Map, and conceal her reddened complexion. Captain Sentry followed inside shortly after, with Spike stepping in himself, and standing amidst the two. All three became aware of the complete openness of the chamber, seeing even the seven thrones around the Map Table totally vacant.

"Whoa," her Dragon assistant remarked, "Are we the first ones here?"

"It definitely looks that way," answered the lavender Alicorn, "I wonder what could be keeping them?"

"They're probably waking up Fluttershy."

"All of them? At the same time?" Spike looked up towards the orange Pegasus, who simply replied with a shrug of his own. As though he were anticipating the next course of events, the young Dragon first looked at Twilight, then back at Sentry, sighed, and offered with a groan, "I'll go check to find out."

"Don't worry, Spike. I highly doubt that would be-" Her assistant darted out into the hall, and made a quick turn to the left, towards the foyer. "…necessary."

Exhaling with slight irritation and bereavement, the young Princess decided it would be best to minimize the uneasy tension by taking her seat. As she rose onto the throne with its icon matching her Cutie Mark, Twilight observed the Pegasus stallion finding a place opposite of her across the Map. She had no desire to endure any further awkward moments with him, much less those of total silence, afraid of what he would make of her behavior around him. She took a deep breath through the nostrils, cleared her throat, and politely said, "So, Captain. This is your first visit to Ponyville, isn't it?"

"My first time staying here," cordially nodded the Pegasus, "yes."

"Right. Of course, you came with Cadence on the train that one time. I suppose I should warn you about Pinkie Pie. She doesn't ignore that kind of detail, and always wants to throw a welcoming party to newcomers."

"You speak from experience?"

"Most definitely," the Alicorn mare chuckled. "So, what do you think of the place?"

"It's very pleasant, I think," Sentry warmly smiled, "Unlike the major cities that I've been to with the Prince and Princess, like Manehatten or Fillydelphia, this town has its own sense of simple serenity and openness to it."

"The valley does emit that sort of distinct tranquility most certainly. And if that's how you feel about Ponyville, I think you'd be surprised at how exotic Appleloosa is."

"Maybe," he nodded, "If I ever have the chance to go there also." Twilight then noticed movement in her peripheral vision, turning to see the reason for everypony's delay, and trotted over.

"Celestia. Luna," she happily greeted them, "I'm glad you could make it also."

"We decided it'd be best to join everypony here, given the circumstances," her former mentor evenly spoke, but then warmly offered, "But it is definitely good to come by and see our friend and my former student."

"We also had a certain task of our own to complete," her sister added, "Something we felt called for the utmost attention."

"And what about Spider Bite," Twilight inquired, noting all who were present at the door, "Has anypony seen him?"

"I believe, Twilight," Luna smirked as she looked on, "He is much closer than you would surmise."

"What do you mean?" She then turned to see what both Luna and her sister were looking at, and found the hooded stallion suspended on a web line, his head just above the Map. "Hey, Princess. Hope you don't mind me dropping in like this. Places to go, so much to see. But I sort of figured you wouldn't, since I'll be the main attraction of the hour."

"Hello, Spider Bite," the lavender Princess spoke, "I fail to see how it would be a problem, so long as you don't let all the attention get to your head as quickly as your circulation." The upside down Unicorn shrugged, saying, "Meh. Five years of doing this nonsense, you'd think I'd know any better. Nice zinger, by the way. Guess you took a few notes from Balderdash, didn't you?"

"Hey! Who are you calling Balderdash, Web-mouthed," hoarsely snapped Rainbow, swiftly advancing towards his face, "At least, that's what it should be!"

"Please," puffed Spidey undeterred, "You and I both know we pretty much invented that all-out, swagger attitude in our respective worlds. I bet, deep down inside, there's a little bit of that cute sweetness that's just begging to come out."

"Heh," the hovering Pegasus mare grunted, as she crossed her forelegs, "I shudder to think what's trying to come out of you."

"Touché." Twilight could not resist joining the few laughs and chuckles that occurred during this exchange, but then noted his shift to a much softer expression when he turned to ask the Princesses, "How are the others doing? Are they okay?"

"They are perfectly safe," Celestia answered in a comforting tone, "May Parker and Doctor Bromwell found residence in Sweet Apple Acres. Applejack's family was more than happy to kindly welcome them."

"Mah gran' and lil' sis have taken quite a likin' to 'em."

"And Miss Watson?"

"She is currently with them," answered the night blue Alicorn, as the lavender mare listened to the ulterior purpose of their visit, "Though I do believe she has taken a great interest in Rarity's shop, and found lodgings there as well."

"Most definitely. I find her demeanor and finesse to be most exquisite."

"Thanks. No, really. Thank you all, so much. I never would've got that much done as fast, or as efficient on my own. And please, don't say-"

"It was the very least we could do," the tall, ivory mare warmly said, as her former student viewed the wall-crawler briefly smirk, but lower his gaze slightly, seeming to take Celestia's rendition of the phrase to heart. "Still, thanks. It's something I thought wouldn't really happen."

"Everypony needs a helping hoof a lot of times," Fluttershy offered, "But all it takes is to just admit that."

By now, everypony has either found their appropriate seat appropriate to their Mark, or simply sat near the table. Shining, Cadence and Sunburst joined Sentry, with Flurry Heart jovially waving at the Root Chandelier above, while Luna, Celestia, Starlight and Thorax found a place beside Twilight and Spike.

"So," the web-head perked up, "Ready to start the show?"

"I got my popcorn!" Pinkie Pie quickly placed a massive container of the puffy substance on the hoof rest of her chair, seemingly from out of nowhere.

"Don't you think you should place yourself in a better position?" Princess Twilight observed the arachnid Unicorn simply remaining on his tethered web above the center of the Map. He shrugged and replied, "Well, Cadence said I should relax and make myself comfortable to make this less strenuous for me. I find nothing more relaxing than to be in one of my most natural positions, and be myself."

"Alright, if you insist." The lavender mare could not help but notice her sister-in-law quietly sniggering, as if that were not exactly what she meant. She also detected a slight huff of annoyance from the light purple mare nearby with a brief smirk.

"Okay," announced Spider Bite, "On with the show."

The glittering field of scarlet came into view within a few moments, allowing for everypony to see the slight blur of hazy vision gradually regaining focus. Much to Fluttershy's quivering dismay, the first thing to witness with clarity was the massive horde of black and cyan buzzing and hissing at any and every angle of sight. Seeing Chrysalis standing at the center of the banister before the web-head's recalled vision, they heard her say, "It is over pest. You know you cannot keep me from my property for long."

"Actually, I really think I can," they heard him say, "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." His remarks left with many smiles and chuckles from Pinkie and Rainbow Dash, the final one prompting another smirk from Starlight.

"Plus, as you well have noticed, I can take whatever this hunk of rock can dish me. The question is, can you? So, you know, impasse!" Some of the spectators shared the same shock expressed in the Changeling Monarch's countenance, realizing the blast they all witnessed from outside may have actually been deliberate that time.

"Oh dear," shakily whispered the yellow mare, as Shining Armor and Sentry shared a hardened look, mixed with bewilderment, as well as slight respect for the lengths the wall-crawler was willing to endure. "And don't even think about sending your goons to do something funny, because believe me-"

All were slightly startled at first, as they heard a sudden ringing from the projection, which then unexpectedly shifted in its perspective. It then showed no longer Spidey's personal vantage point, but instead encircled the masked Unicorn, and showed a brushed curtain from a slight breeze outside a broken window. The vision motioned towards the rapidly flapping wings of the surrounding Changelings, the speed of which were greatly reduced to slow movements. The spectacle focused next on the locking of hooves, baring of fangs and cringing of brows from a few punctured ponies, all signs of immediate aggression. Just then, they viewed the snide grin from Chrysalis, who then gave a slight nod of approval.

"No. Way." Rainbow's gaping maw did not go unnoticed, as Spidey's senses were on full display for visual demonstration.

"Unbelievable," both Starlight and Twilight gasped. "Astounding."

"Land sakes. Well that sure explains how yah managed to push me and yur friend clear of that there giant so, blinkin' fast-like yesterday."

They all observed the web-head swiftly leap from his sitting position, swinging the tethered jade across to knock down three advancing foes. Next he rolled in midair, using that same swing's momentum to bring two more enemies to the ground with the stone. Just as he landed, they saw him with his grasping hoof still across from his chest, as his wrapped, injure leg began to coil back. Sending a wild buck unto a Changeling from behind, they heard him grunt with a cringe, as he swatted the emerald directly onto one that was coming up ahead. Returning to the web-slinger's personal perspective, the projected memory continued, as he raspingly growled, "…I'll know."

"Yeah! Whoo-hoo! Alright," hollered and cheered the rainbow Pegasus, who then hovered over her throne, "Prove your point! That's what I call a Spider Bite!"

"Okay, yeah," they heard him speak presently, at last, "This is where I totally tuned her out." As if on cue, Chrysalis' speech reduced in volume to the point of incomprehensible muttering. "Sorry. Kind of took a breather at the wrong time."

"Hey, don't sweat it," waved a dismissive hoof from the pink Earth Pony, "I tend to ignore bad ponies' big speeches of doom too. Boring! Oh yeah, this is where my lip reading comes pretty helpful, huh?"

Upon viewing the memory's shifting focus from the Changeling to the flickering stone Twilight caused, Pinkie interpreted, "…will be the end of you…know precisely where I stand(?)…those precious stones…from that tree you treasure so deeply…will use for your very destruction (I think?)."

"Uh," Applejack sharply spoke, "Did she just talk about what Ah hope she didn't just talk about?"

"My lip reading is a teensy-eensy-weensy, bit rusty," shrugged Pinkie, "So I could be wrong."

POW! A massive quake brought everypony seated straight, flat onto the floor, as dust from the Tree Library Root suddenly dispersed downward. They all grunted and groaned, as Bite and Dash quickly lowered themselves to aid them back onto their hooves, and Pinkie moaned, "Oh, boy. That was a doozy. And yes, I mean that kind!"

Before she could fully recover and ask what Pinkie Pie had experienced, Twilight turned to see the blurring motion of the scarlet hooded stallion swinging out of the room. She decided to follow, regaining her mental capacities for teleportation into the hallway, and found him crawling upward from a window. She repeated the technique, concluding Spider Bite's intended destination, and found herself on the rooftop of her Tree Castle. Turning her eyes toward the expanding view of the valley, they narrowed with great shock and terror to find the monstrous, stone creature advancing closer to Ponyville with each pounding step. "Oh, no."

"Took the words right out of my mouth." She shifted her focus unto the stallion arachnid now perched on the railing, and faced the same direction as he. In the distance, the Everfree Forest was caught ablaze, flames engulfing and spreading wildly, and making their way straight toward the orchards of Sweet Apple Acres.

Chapter Five

Who would have thought a day beginning so well could make a complete one-eighty? If anything, Miss Watson knew such a question would be rhetorical. While her friend’s aunt and the physician shared a meal with the Regal Sisters at the local diner, once she had finished her own meal, the peach pony excused herself. She decided to explore the local area, so as to familiarize herself with whatever this world had to offer. Upon hearing the situation explained to them by Celestia and Luna, MJ could detect an air of uncertainty among the inhabitants, despite carrying out their regular tasks and occupations. However, nothing seemed to be indicating a severe disaster waiting to occur, but simply an anxiety of what may happen next. Something that did not hinder anypony from doing what they can to ensure a beautiful day was not wasted.

Sympathizing with the crowds in that regard, Mary Jane took a brief pause after offering a pair of passing foals a kind smile, and viewed the adorned spectacle behind a shop’s windows. The building’s structure resembled that of a great carousel, the glass viewing ports offering a vast array of pony mannequins that were ornate with various colors of fabric. The young mare slightly gleamed with intrigue, finding the place to be an adequate possibility for finding work here. Given her experience on the stage, she grasped and developed a greater sense of fashion than before. Knowing a thing or two about designing costumes and sets, the Earth Pony believed this could be a perfect fit, at least temporarily.

Then she caught a glimpse of a pony approaching the doorway nearby, and noted a white Unicorn mare with a well-groomed, violet mane and tail levitating a set of keys toward it.

“You own this place,” MJ asked.

“Yes, indeed,” she cordially answered, “This is my Carousel Boutique, as well as my abode. I’m simply popping in to check on a few things before returning to the Castle.” Catching a peak of the towering palace behind the town houses and shops, MJ nodded in reply. She then took second look at the gowns on display, and asked further, “You made these?”

“Oh, yes. I design and craft all my shop’s products personally, using my three rules of time, love and couture.”

“Got to say, I never thought the colors on some of these dolls would pull together this nicely. But it looks like you’ve got a good eye for that kind of thing. Though I’m not too sure about that third one from the right.”

“Really,” the Unicorn said, following the redhead’s gaze through the window to view the gown in question, “In what way?”

“Well, don’t get me wrong, that rose texture is a good choice of thread. Reds have their benefits. But it’s probably not the best kind to offer in this case.” Widening her blue eyes greatly, the white coated mare cleared her throat to contain her impressed demeanor, and said, “I most certainly am open to suggestions and positive critique from peers. I also admit that I wasn’t entirely keen on the final work of that dress either. What would you have in mind?”

“I was thinking,” she pondered upon further inspection, “Maybe bright olive, or lime to go better with that whole, spring garden theme you got going on.” Clink.

Such earnest opinions and knowledgeable input was greatly offered in modest, that the jaw-dropped mare lost the blue glow of her grip on the keychain, causing it to drop on the ground. Regaining her composure quickly, she restored her blue aura's hold on them, and cleared her throat once more saying, “I must confess, darling, this is quite an unexpected surprise. Meeting somepony with the taste and sensibility for such an art is not an everyday occurrence in Ponyville. And given that you inquired about my boutique and asked if I managed it, I imagine you’re not from here at all.”

“Try…not from Equestria, in general," shrugged Mary Jane in honest, "I think that’s what you ponies call this place, right?”

“Oh my,” shuddered the Unicorn in response. Clink. “You must be one of the others who traveled here, along with Spider Bite.” Though slightly puzzled at first, MJ said with a smirk, “So that’s what the web-head’s calling himself around here?”

“You know him?”

“I’ve had a few run-ins with the guy before. But mostly heard about him through the news. He’s called Spider-Man where we’re from. Hyphenated. But judging by my latest look, I’m guessing you don’t have humans around here, huh?”

“Only in myths and legends I’m afraid, darling.”

“Ironic.” The Unicorn mare levitated her keys back up to the door again, and was just about to place the correct one into the lock. Until Whoosh! Clink! The door swung wildly outward in a teal glow, as a smaller white Unicorn darted out of the shop with a mad gallop. “Hey! Sorry, Rarity! Can’t talk right now! Heading over to the clubhouse! See you! Hi, Rarity’s new friend!” Kl-lopkl-lopkl-lopkl-lopkl-lop.

With a huff, and raising the keys up from the ground a third time, she said, “You must forgive my little sister’s hasty departure. Sweetie Bell is always in a rush to meet with her friends.”

“It’s alright,” MJ chuckled, “No harm done. Anyway, the reason I asked you about your place is because I’m sort of looking for somewhere to get set up. You know. Find some solid ground to help me get on my own…four hooves around here.”

“Rarity,” she offered the peach Earth Pony her front hoof with a gentle gleam. Taking it in kind, she answered Rarity, “Mary Jane Watson.”

It was then Rarity offered the guest room that was available, as well as a position at her boutique while she reached out to other ponies she knew abroad. After finding out a friend of Rarity’s, Applejack, had family who offered Mrs. Parker and the Doc a place at their farm, Mary Jane felt more than comfortable with how well situated they were, while she also found a firm foothold in this world.

With May and Nick, MJ grew warmly acquainted with Apple Bloom, Granny Smith and Big Mac. After finding out he was a doctor, they immediately settled for a fair arrangement in which they earned their keep by simply allowing for the Zebra to treat any of them for injuries or ailments, as well as sharing a few recipes with the Pegasus mare. Apple Bloom in particular grew greatly fond of May and MJ, finding some similarities that they shared with her grandmother and big sister, including MJ's sensible and nurturing nature. She especially noticed how the redhead easily spoke with her brother, and with very little need for clarity, like AJ.

“So, Big Macintosh, right?”

“Eeeyup,” nodded the red plough pony.

“You prefer that, or just Big Mac?”

“Eeeyup.”

“The shorter then?”

“Eeeyup.”

“You always say this much, or just when girls are around,” she smirked.

“N-nope,” he chuckled back.

“The former then.”

“Eeeyup.”

“I like a guy with simple tastes.” Mary Jane could not resist a snigger after viewing the blushed response, while Big Mac cleared his throat from her slight tease.

“Take it easy, tough lug,” she lightly knocked him with her elbow, helping him relax, “Nothing like that. We’re good, right?”

“Eeeyup.”

The little Earth Pony with the red mane and bow was so excited, that when Miss Watson mentioned running into Rarity’s own sibling, she rushed out to the clubhouse after the sudden reminder. “Oh, no! Ah can’t believe Ah furgot! Gotta hurry an’ see if they’re still there! Bah, May, Nick an’ Mare Jane! Nice tah meet yah!” Kl-lopkl-lopkl-lop.

The peach Earth Pony could only snigger again at the slip the yellow filly made, then continued to speak with the eldest sibling, as Granny, Bromwell and Mrs. P conversed for further lengths of time. POW! A massive quake brought everypony shaking violently onto the floor. The rumbling continued rhythmically, as MJ, Big Mac and the Doc gradually rose and aided May and Granny back up as well. Just as soon as they had done so, she noted a flickering orange light was casting their shadows from behind. Looking out the window to see what may be the source, the Earth Pony mare witnessed the edge of the orchard beginning to catch alight from the blazing forest nearby.

“Please tell me that’s not an apple orchard. Anything but apples. Maybe peaches. I like peaches.” Without awaiting any response from the lavender Princess, Spidey casted twin web lines onto two pillars of the Castle roof. As soon as he joined them behind his back, he placed his blue-lensed shades back on and raised his hood. It was then that Rainbow Dash flew hastily up to the rooftop, with Celestia and Luna teleporting themselves there as well.

"Oh, man," she gasped, "That fire's just reaching Sweet Apple Acres. It's huge! And didn't we just take care of that boulder freak yesterday?"

The winged Unicorn then turned to see the approaching monster again. Noting the spontaneous shift of various colors from the menace’s eyes, instead of its singular, green glow, Twilight spoke under her breath, “It’s even worse than before.”

“Chrysalis has obtained the Elements of Harmony,” the Sun Princess said, “and is using them to resurrect and manipulate the stone giant.”

“Utilizing their forces against their very nature in the world is now bringing forth a great perversion,” her Sister of the Moon joined, “She is destroying the pillars of the world from its very base. All Tartarus shall be unleashed, beginning with the Everfree Forest.”

“Hope we don’t find out if that’s actually literal,” Peter remarked, as his frame leaned back further into his latest web sling, both hind legs used to stretch it as far as possible.

“Me and Fluttershy will get every Pegasus to the reservoir,” said Rainbow, “Don’t you still need a spotter first, Overw-” Poing! Whoosh! “Right. Sure. Got both legs working now.”

No time for playful banter right now. Got to get to Aunt May and the others, and fast. Perhaps he was not traveling as far, nor as fast as he did yesterday. But it was more than enough for the web-head to sail across the sky and reach the Apple family’s farm, able to control his momentum from his webbing with ease. Having both pasterns free of any holding object, he could alternate web shot, after web shot onto treetops then farm roof more readily. With a great tug from the line attached to the barn, the wall-crawler brought his curled-up form into a somersault, then soundly landed onto the stem of an apple tree. Then he turned to see the fire reaching the house and barn, after crossing through many of the scorching trees in the orchard.

Leaping off the tree he was perched on, Pete began to run in the direction of the house, until a sudden cry caught wind of his pony ears. “Hey! Anypony out there?! Help!”

That sounded pretty close. He turned to see an elevated hut of sorts, placed at the edge of the burning forest. Caught ablaze was the front side and ramp, and coughs and wheezes he could make out emanated from inside. He shifted his focus from that, to the burning house further away, as he quickly pondered, Can’t tell for sure in anyone’s inside. But there’s definitely somebody in that hut. Can’t let them down too. Ugh, this is the last decision I ever wanted to make.

Thwip! He made the split decision to rush over to the nearest structure instead, and sent a quick line onto a distant tree trunk to zip hastily towards the clubhouse. Then he jumped and dove directly through the flames, breaking down the door and sliding across the wooden floor inside. Pam! Fwoosh! Through his blue lenses, the reflection of three foals huddled in a corner was seen, who were coughing and choking from the smoke throughout the hut. Quickly, he tossed the orange one with wings onto his back, instinctively using the arch of his neck, then lifted the other two, carrying them with his front hooves. Sensing a looming threat about to occur, he mustered all his energy and focus onto his coiled legs, then jumped as hard as he could.

Don’t think I can clear the blast in time. Still… He shut his eyes in anticipation, as alarms bells constantly clang throughout his cranium. Poof!

Spider Bite then found himself engulfed in a blazing light of scarlet, before he suddenly spotted a webbed-up tree nearby. One that he used to slow himself down upon arrival, a fair distance away from where he originally was. Okay. Well that just happened. Just what, exactly?

As he reached the ground, Pete turned to notice that the one on his back had slipped off in midair. However, before he could respond, he witnessed the Pegasus foal then caught by a peach Earth Pony close by. Mary Jane?! It took everything in him to temper his outburst of wonderment, so as not to show her how well he knew her, which prompted him to gulp.

“Got to hand it to you, Spidey,” MJ shouted through the roaring flames behind them, “You sure know how to learn new tricks! Coming out of nowhere in a flash like that would give Houdini a run for his money!”

“Uh, yeah,” he called back, as both carried the fillies further away from the fire, “But around here, I guess it’d be Hoofdini, huh?!” Did my spider sense just help me do that? Guess I concentrated enough to clear away from the danger to pull off that stunt. Those tips from Starlight and Cadence helped me out more than I thought.

Just then, he noticed May and Nick close by, along with the Apples. He lowered the foals in his grip towards the others, along with Mary Jane, and surmised that they were able to make it out of the burning building in time. Then afterward, MJ hastened over to the hut and help the fillies in trouble before watching him teleport. Looks like I made the right call too.

It was then, also, they all witnessed a massive whirlpool looming overhead. But sensing no lethal threat from it, the web-head simply stood still to view the spectacle. Led by Rainbow Dash, Fluttershy and Captain Sentry, the Pegasi assembled to create the great vortex from the local reservoir. They sent the swirling water directly onto the burning trees, dousing a vast amount of flames from the forest and orchard, and causing steam to suddenly rise in outburst. Pwushhhhhhsssssssssssss. The flying ponies then dove down unto the smoldering leaves and branches throughout, smothering the few patches of fire with their hooves, and accumulated the steam to make rainclouds over the house and barn, putting out the blaze where the waterspout could not reach.

“Alright! Looks like you managed to get here just the nick of time!” Dash, Sentry and Fluttershy landed nearby Spidey, upon viewing the current state of the foals and clubhouse. “Thanks, Web-head.”

“Hey, couldn't have done it all without some help,” he replied, tilting his head toward the peach mare standing by, after the fillies were taken back by the Apple family, May and the Doc to be cared for. “But I think we’ve still got a situation.”

“Twilight, the Princesses and the others went to keep the stone giant from reaching Ponyville,” the orange Captain said. Then Fluttershy added, “While the ponies are moving quickly away from the village. You know, in case it…does.”

“Then I’m guessing the rest of us should do the same while you’re busy,” the redhead, “Just another day at the office right, Spidey?”

“Nothing like this one, though. Thanks for the assist.”

“No problem,” she smiled with a nod, then turned to leave saying, “Now go get ‘em.”

You got it, MJ. Sort of wish she said Tiger at the end.

“You’ve dealt with things like this on a daily basis?” Turning back to face the startled, yellow Pegasus, Peter answered, “Nah. Nothing this big of scale. Just annually. Five years ago, Doc Ock and his Master Plan was my first. Anyway, where were the Elements kept before Chrysalis installed them to Rocky Two-point-oh?”

“They came from the Tree of Harmony,” responded the rainbow mare, “in a cave close by the ancient palace.”

“Yes,” Fluttershy brought up, “Chrysalis must have went straight to the cave when she escaped.”

“Pinkie said she knew where she stood,” nodded the beige Unicorn.

“What are you getting at, Spider Bite,” inquired Sentry.

“Think about it. Where’s the last place you’d look, you know, to find a crook?” I told Zecora that’s contagious.

“Scene of the crime,” both Rainbow and the Captain spoke in realization. Then Fluttershy asked in turn, “You think maybe she’s hiding in the Tree’s cave?”

“Only one way to find out. And since our other pals are busy, we should head over there and take down two birds with one stone.”

“Ha! Can’t wait to see you sweet-talk her to a beauty sleep.” In response to Rainbow Dash’s remark, Pete said, “I was thinking maybe a lullaby, this go around.”

She, Fluttershy and Captain Sentry then took off, with Unicorn arachnid zipping through the trees on a quick web line after the racing Pegasi.

Boing! Swat! “Missed me!”

Boing! Smash! “Missed me!”

Boing! Roar! “Now you gotta...”

Boing! Poom! “Kiss me!” Bouncing through the air with great ease, Pinkie continued to place herself directly before the behemoth’s sneering, growling face. It attempted several times to swat and smash her pony frame, to which she responded with evasive maneuvers that were deemed only possible by imagination, irritating it even further. Applejack continued to buck the rosy Earth Pony high up, towards the creature’s face, so as to divert its attention, while the Unicorns and Alicorn Princesses began to do their part.

Twilight, Cadence, Luna and Celestia glided over the massive creature, as Shining, Rarity and Starlight stationed themselves on the ground. Having everypony in position, they formed a great force field around the giant, encircling it from both the ground and the sky. It was then the farm and pink ponies backed away from the colossus, keeping themselves outside of the growing barricade. Once it was complete, with even a barrier on the ground as well, they had all gathered in front of the giant to inspect its venomous attacks against it.

“That shall only lend us a few moments of time,” spoke the lunar Regent.

“The destructive force from within will soon overcome our own magic,” her sister added, “We must act swiftly in formulating a plan to remove the Elements.”

“Just how much time, exactly,” panted Starlight. Smash! Crick. Crack.

The brutal titan slammed its giant fist onto the barrier encompassing it, causing cracks to appear and grow throughout it like glass. This forced the magic wielding ponies to summon more of their energy again, and reinforce the shield before anything else could be done.

“I believe,” huffed Rarity in exhaustion, “That answered your question, darling.”

Chapter Six

"I don't get it? How come it's still going on?" The adolescent Dragon continued to spectate the ongoing memory of the stallion's encounter with Queen Chrysalis, whose silenced proclamation was still being seen. Once Flurry Heart was calmed to a peaceful rest, then softly placed onto the Map in the center of the chamber, Sunburst, stroking his disheveled goatee, examined the projection closely, then offered, "I'm guessing it hasn't reached its entirety yet. Spider Bite must've casted the spell to show his memory of the whole event, making sure nothing was left unseen or unchecked."

"…which has now come, at last," the Changeling's voice revitalized into focus, "Finally free, I will now take this chance to liberate my children, and fly off with vengeance to strike down all Equestria, and the world!"

"Chrysalis, do not try anything, or I will use this!" Spike and Thorax cringed at the determined exclamation from the injured pony, as he raised the crystal back to the level of his vision, threatening to touch it again. "That's Queen Chrysalis to you, pest!"

"Don't think for a second that I won't!"

"We won't," muttered the punctured, insect pony, in reply. They then observed the towering, sickly black monarch make a mad effort to furrow rapidly, and deeply into the earth, using the lime glow of her magic to energize her hooves into a blurred, pounding motion. Seeing how he had very little time to act, they watched as Spidey leapt with great speeds, at an inconceivable distance, somersaulting off of the balcony between himself and Chrysalis, and quickly reaching out with his unburnt hoof for the satchel's loop. The three spectators were only able to maintain comprehension of the sudden action that took place, due to the pony's enhanced reflexes previously demonstrated to them. As the strap made a forceful snap, and the bag sailed across the wide hall, Sunburst, Spike and Thorax noticed the surrounding assailants finally respond to such an impromptu deed, as Spider Bite landed onto his hind quarters. He then raised the stone the third time, speaking before he made contact with it, "This is so going to hurt me more than you."

A great, blinding light engulfed the entire projection, shortly followed by a piercing, irritating siren of the high-pitched variety. The debilitating flash and sound slowly, gradually faded from what appeared to be blinking motions of the eyes, before the yelping grimace of the stallion was heard. "Yep. Definitely me, more than you."

His incessant groans and growls soon followed, as he examined his surroundings. To the dismay of Thorax, they saw the dazed, grounded Changelings sprawled on the floors and steps, and against the walls. The focus then shifted towards the newly made burrow where Chrysalis had stood previously.

"Talk about…your last…ditch efforts."

"All those injuries, and so much pain," observed the orange, white-patched Unicorn, "He still cracks a joke, when nopony else is even there to hear it?"

"Not sure if he was right about that hurting him more, though. But at least a very different kind of hurt." Then, in response to Thorax's comments, they heard him grunt, as he limply made his way past the lying insect ponies, and towards the satchel at the bottom of the steps. "For the first time, ever, I stand corrected."

"Guess he just likes to keep a smile going on," uttered Spike, folding his arms in contemplation, "Kind of like Pinkie."

"But, at the same time, nothing like her, at all," he heard his Changeling friend add with concern, "Like Chrysalis said, he's got a very strong, powerful, caring energy. Like Fluttershy, in that sense. But…but it's different. It's just so…so…bittersweet."

"Must be contributed to his outlandish origins, in some way or another," offered Sunburst.
The trio then noted the precarious movements of the stallion cease, as he turned his head left and right to find something else. Seeing a massive pillar lying nearby, he shuffled to that instead, went around it, then offered a firm shove with a pant and grunt. Once it rolled onto the damaged floor from where the insect Queen escaped, he huffed in satisfaction, then cautiously made his way downward to reach for Twilight's satchel.

"Wow," lowly remarked the Dragon, "He went the extra mile to make sure others didn't escape too. Like Rainbow, sort of. But I guess after Twilight and the others added the shield to the floor when Chrysalis got away, that was redundant."

"Still," the Unicorn countered, "it shows how far he's willing to go in helping others, even if he is completely unfamiliar with them. And has very little to gain from it, too. Also resembling Rarity, in that regard."

"But why," both Thorax and Spike inquired with unsteady apprehension, then the small Dragon continued, "Why go through all this trouble without telling us the reason he does so much good helping others, and doing what's right?"

"Yeah," agreed the insect pony, "I mean, sure, what happened to my kind was terrible, but I guess he felt he had no choice. I shouldn't blame him for that. He also gave those who didn't want a part of this, like me, a chance. And he delivered on that promise to use the emerald, after giving a fair, honest warning, just like AJ would. He also did it knowing that he would cause as much pain on himself as to them, if not more. At least, from what I can tell, he was considerate enough to believe that it wouldn't be too bad for the Changelings. Also, why wouldn't he even let us know his real na-"

"Shh!" The hoarse summon for silence from Sunburst caught both Dragon and Changeling by surprise. Seeing his determined attention by returning his squinted, bespectacled gaze onto the projection, they found his ears to be shifting and twitching most attentively.

"What's wrong, Sunburst," asked Spike in whisper, afraid to disrupt the stallion's concentration.

"I thought I heard something said from among the Changelings," he evenly, though rapidly replied. Just then, however, as the masked Unicorn made his exit out of the ruins, and facing the onlookers from beyond the barricade, the memory flickered into nothing.

"Can't you bring it back?"

"No," Sunburst answered Thorax's question, "The memory can only be restored by the original beholder of the projected experience. But I believe I can recreate it with my own memory of viewing it."

His horn ignited into a firm, yellow glow, then sent another field to float over the Map, only matching his own aura, instead of Spider Bite's scarlet. Once the image was made clear, they distinctively heard the seemingly distant remarks and comments of Spike and Thorax, as they heard a voice from below the web-head's left side, muttering with a vehement hiss, somewhat incoherently. "…because she knows about it…and its value. She'll come back for it, as she said, when you're all busy…she'll find it, and free us all of your very existence with it."

"How come a lot of it sounded so fuzzy," asked the Dragon, just as that memory faded.

"Must be the delirium Spider Bite was experiencing at the time, especially before he succumbed to unconsciousness from what Starlight told me. He probably doesn't even remember ever hearing any words during his exhaustive efforts before getting outside. Just gibberish."

"If he couldn't remember it, then how come we managed to get that from his memory?"

"Like I said," the Unicorn began to answer the punctured pony, "his very state of being, including his mind, became so exhausted that I imagine his memory might have actually drawn a few blanks, here and there, that were only clarified at the last possible moment. On the other hoof, he might have, indeed, recalled something during those final moments, and decided to include them in his display, as well. For all of us to witness for ourselves. The mind has always been such a vast, complex mystery."

"Just what exactly was 'it' that the Changeling was talking about," Thorax questioned, "And what was 'come back and find it' supposed to mean?"

"Uh, oh," uttered Spike in realization.

"There's definitely no way, whatsoever, of getting in there to dislodge the Elements from that thing," huffed Starlight, as the four Alicorns and three Unicorns sent another surge of arcane energy onto the repeatedly damaged barricade around the giant.

"All we can do, for now, is keep it from escaping," Twilight spoke in kind, "We need everypony in on this."

"Right," the farm pony said, while tilting her Studson forward, "Then Ah recon Pinkie and m'self go get the others over here. Ah'm pertty sure they must've put out that fire by now."

"I hope so," responded Pinkie, "Or else we still have two super big problems to deal with before finding Queen Chrysalis."

"Applejack, Pinkie," nodded the lavender Princess, "Find Rainbow and Fluttershy at least, and bring them. We need to make sure we're together to give everything we've got, if it ever comes to that. The rest of us will try to hold this thing off as best as we can."

"Just be careful," Celestia added with concern, "There's no way of knowing for sure how far the damage will go."

"But make as much haste as possible," joined Luna, also, "For I fear this method may not last as long as any of us would hope." As if to support the dark blue Princess' claim, they heard the smash, crack and clang from the colossus' direction. Seeing the floor barrier shatter to several pieces, then kicked away from its contact to the ground beneath, they watched the giant perform a feat none had anticipated. With a loud rumble, the ground shook, as it seemed to disassemble itself into several boulders, which then bored mercilessly into the soil that flew up and outward, as it continued its deep submergence. The quakes greatly increased, throwing many of the ponies off balance, and prompting the Alicorns to take to the air once again with increased apprehension. The four hovering ponies aided those that have fallen, only to swiftly move them away from the massive blast of dirt and rocks, which was immediately followed by the rise and reassembly of the bellowing creature that escaped. ROAR!

"Go! Find your friends! We'll do our best to hold our ground!" The towering, white Regent had no need to say any more, as the two Earth Ponies madly galloped into the direction of Sweet Apple Acres, and the magic wielders readied themselves into a fighting stance.

"There! Down to the right a ways! The Tree's just inside!" The three Pegasi hovered directly over the edge of the gorge, and the hooded Unicorn stood beneath them after swinging off the final branch. Looking down to where Rainbow Dash had pointed, they saw, in the distance, the entrance to the great cavern, almost directly under the Palace of the Sisters. "Stairs are to your right, also, chum!"

"Who needs stairs," smirked Spidey, as he somersaulted downward, then began his hasty descent, first crawling onto the wall, then galloping on the vertical drop.

"Right," huffed the colorful Pegasus. The three winged ponies were in direct pursuit of him, making a swift dive towards their common destination. As they neared the massive crevice, deep within the stone wall before them, all four noticed a great glow of lime green emanating against the walls inside.

"Looks like your hunch was accurate," Captain Sentry lowly stated, knowing fully well the light's source. "Let's just hope we're not outmatched."

"She did take on Celestia, last time," nodded Fluttershy, with a shaking whisper of her own, "We definitely need to be extra careful."

"Heh. No arguments from me."

"Yeah, ditto." After Dash's and Bite's respective replies, the four ponies entered with extreme caution, favoring as many shadows that were available. With the three Pegasi slowly hovering against the walls, and the web-slinging Unicorn warily taking to the ceiling above, they made their advance. Watching the glowing spectacle begin to make comprehensible form, all stared in utter horror at the sickly sight that illuminated the cavern. The glow was shining from the Tree of Harmony itself, letting off massive blasts of lime flames and shockwaves that caused heat to smother the air inside, and the walls of the cave to tremor greatly. In front of the horrid spectacle was the punctured, black monarch, hovering with the buzz of her accelerating wings, who eyed the four entering ponies with a sneer. "You came much sooner than I expected. Though I was hoping for the entire company."

"Sorry about that," quipped Spidey from above, "This was all just so sudden. Everypony's been booked with so many things, that they couldn't cancel or postpone. So we just thought we make due and give you our very own welcoming escort."

"Yeah, an escort to the cell closest to the rest of your Changeling pals," hoarsely added Rainbow. Before she could proceed, however, she felt a soft tug from her tail, halting her before a great stalactite fell directly in front of her. She turned to see a relieved expression from the yellow Pegasus close by. They both faced forward again, to see the arachnid stallion drop down while casting twin lines onto the fallen pillar. Once he gracefully landed with a flip, he arched his front hooves forward, throwing the tethered stalactite over him, and unto Chrysalis. However, she fired a single shot from her deformed horn, obliterating it into rubble. At that, the colorful Pegasus and Captain Sentry dove directly onto the Changeling Queen, the former going high, the latter aiming low. What they failed to anticipate, though, was the sporadic shockwaves that emanated from the consumed Tree, sending them both backward, near the opening.

"I think not, little ponies," Chrysalis replied, as Fluttershy quickly rushed to the side of her fallen comrades, "You see, as long as I can channel the craft of my bewitchment through this tree, nothing can possibly come near me. I don't even need my precious emerald to aid me. Those Elements you so deeply value have done more than enhanced my skills to such a degree that I can remain here, while still being connected to their power. I am practically invincible. And if you stay, you will be crushed."

"Look, I get it," the Unicorn spoke firmly, still standing before her, and slowly drawing closer, "You're ticked. You want to free your subjects, kids, or whatever, and take out all your anger on those who treated you all like scum. Maybe you're right to be mad to some extent, but this isn't the answer. Sure, it gives you something to do, but haven't you even thought about the consequences of your actions?"

"The only consequence I can think of," she answered with a snide, "Is that this world will be rid of your kind forever!"

"And your kind, also!" His blunt counter was sharply given, much to the unease of the winged ponies, now in silent observance. "Even if you manage to dig yourself out of this mess, you'll crawl out to find the world you live in, the Changelings you so, deeply value, because of your senseless payback, will all fall apart! Everything that your kind needs to live and thrive, a chance to really be happy, everything that matters to you most, will be gone for good! Is that what you really want?!"

Another blast from the burning plant of virtue prompted Spider Bite to lower himself, being firmly anchored onto the cavern floor. The ponies behind then witnessed several levitated boulders, stalagmites and stalactites simultaneously thrown into his direction, to which he responded with quick, and flexible evasive maneuvers, sending a batch of adhesive onto a few, and threw them forward or aside, so as to prevent them from landing atop of the others. Those that returned to their insect of origin were incinerated instantaneously, as he made it back onto the ceiling.

"What I want," she hissed irritably, as all of this occurred, "is for you to spend your final moments with you dear ones. Send your love elsewhere, where it can never try to foil my efforts."

"No," he firmly replied from his crawling position above, "I'm not leaving here without you."

"You will fail regardless. But that has always been your strongest trait, hasn't it?"

"Well, at least I'd know you had sompony with you at the very end."

"Ahhhhhhh!" BWAM!

The heat was felt even more, rising significantly, as an even more green flames massive shockwave caused cracks to formulate throughout the entire chamber. Fluttershy then saw an orange hoof placed onto her shoulder, and noticed a pink one that was on Rainbow's own. She fully withdrew her attention from the fray in front of her, and faced Applejack, who aided her in lifting both the colorful mare and orange stallion from off the floor. "Should've known y'all would try somethin' this reckless! Not you, though, Fluttershy!"

The shouts over the violent sounds from within were heard by the yellow Pegasus from the farm pony, as Rainbow shouted back, "About time you showed up! What about the rest of the girls?"

"They're still dealing with the super, giant, rock monster that's about to demolish Ponyville," speedily answered Pinkie Pie in kind, "We came here after Mary Jane told us your plan to find Chrysalis, and stop her before she gets the chance to do anything else mean!"

"Just a good thing we got here when we did! Now come on! We sure need all the help we can get!"

"But what about-" An ominous quake cut Fluttershy from asking her concern about their fourth member, and the roof of the cave began to succumb to the shakes. Loud booms, cracks, bams, and pows began to surround the five ponies, to which Sentry responded with a firm shove against the yellow Pegasus and rosy Earth Pony towards the exit. The remaining two mares quickly followed suit, only to find the heavy debris forming a wall between the Captain and the four friends. "Get back to the others, and get those Elements! She's powerless when she loses her connection to them!"

As the cave enclosed itself completely from the mounds of rubble before the mares, AJ sharply shook her head in frustration, nearly throwing down her Studson in the process. "Dag nab it!"

She then puffed and snorted, before turning to make a full gallop out of the gorge, prompting the others to do so as well. "Come on, y'all! We're already burnin' daylight, as it is!"

The cavern's sole entrance became completely sealed, entombing those who remained. Flash Sentry dove back, away from the looming boulders and debris that seemed to never cease. Aware of the dangers in using his wings within such a hazardous environment, the Pegasus Captain opted to remain floor bound, and evade as many lethal obstacles that came downward, with his naturally acute awareness to his surroundings. He managed to dodge and maneuver from a great many calamities with great speed and proficiency. However, the situation proved to be more than dire for the orange stallion, for the spontaneity of the cave-in overtook him, with one great stone causing him to stumble and roll, as it hit next to his hind leg. He looked up to see more crumbling stones and stalactites quickly approaching him. With very little time to rise, Sentry's response was to continue rolling away from the oncoming barrage, then cover his head with his forelegs.

When he only felt the slight sensation of dust and pebbles touching his hide, the Crystal Captain raised his unshielded head to see a massive web, swaying up and down by the great weight it suddenly caught. He noticed that although he had reached near the end of his impending demise, the stallion Pegasus gathered that he had no time to evade it any further. Turning back to face the source of his aid he gazed upward, and saw a beige hoof offered to him. He took it with a firm grunt, then turned to assess any damage done to his limbs saying, "Thanks, for that. I owe you one."

"Just buy me a root beer float, and we'll call it even. I'm guessing sugar rush is the main source of buzz around here. But no complaints from me. What about salt licks?"

"Does he ever cease his blathering?" The hissing displeasure of the question caused the two stallions to return their focus onto the whizzing hover of the Changeling Monarch, her position so blurrily shifting from one side of the chamber to the next. The scarlet-hooded pony casually followed her projection with sharp movements of the cranium himself, as he answered, "Kind of second nature to me. Can't help myself, sometimes. But sorry about the interruption. Please, continue."

"What are you doing," asked the Captain, but Spidey silently offered a quick hoof in response, beckoning his comrade to watch carefully.

"As I was saying," Chrysalis vehemently spoke, "Your tendency for failure is precisely what has aided me. It was you, pest, who helped me in attaining what I know those Princesses so desperately wanted hidden. If it weren't for your meddling presence, I never would have known the existence of that case, which you so gracefully provided for me."

"You're talking about the case in Princess Twilight's satchel, right," the arachnid Unicorn surmised, "How exactly did I help you get it? I mean, it's not like I trotted on over, picked up your meal, and served it to you on a silver platter. I never knew you were having dinner with us to begin with, much less took your order, until after I saw you carrying it. And besides, you don't have it anymore remember? Or did that last blast from your gem hit you pretty hard?"

"The energy that my crystal rejected from you so distastefully was that unlike anything of this world. One that can overpower nearly any spell of protection or concealment. Given the proper volume of intensity, of course. That second assault you sent unto that satchel, and my children, the full force from which I had barely, painfully eluded, was hopefully enough to crack that internal, magic lock for me, once I retrieve it. I sensed the breach spell on the bag greatly weakened from that first one. Enough for me to break that spell with ease."

"You've been doing all of this damage," concluded the Pegasus, "Causing this great unravelling of the world, and making yourself invincible, or you so thought, all to regain that jewel case?"

"Okay, good. I thought I was tuning her out again and misheard her at first. But thanks for letting me know I didn't this time. Why the super villain monologues again?"

"What more can you hope to gain from that," asked Captain Sentry, ignoring the web-head's ramblings, "when you'll be destroyed yourself, along with everything and everypony else?"

"Ladies and their jewels. What else is new?"

"That, my little pony," snidely chuckled the black, towering deformity, "Is for me to find out, and you both to never tell."

"Yeah, right. Just how exactly do you plan to-" Spider Bite's enquiry was shortly answered by the flashing limelight that engulfed the Queen, causing her to vanish without a trace, as she screeched a maniacal laugh. "Right. Duh."

Both stallions then looked beyond Chrysalis' previous location, and noticed the heat and shockwaves begin to deteriorate. They saw the consumed Tree slowly diminish its infernal intensity, reduced to the point of no flames or burnt marks to be found. It was nearly as though the twisted disturbance that caused it had never come to be. The harmonious plant then emanated a soft, blue glow from its crystalline demeanor, as though it were striving to heal itself, but has yet to reach completion.

"Well," sighed the Unicorn with annoyance, "Guess that means the Elements are easy to get back now."

"Why didn't you use your energy on her, like last time," the Pegasus asked firmly, "You could've stopped her from escaping then and there."

"Well, excuse me, I was going to," he huffed back in exasperation, "I was kind of hoping to get more info out of her first. But it turns out she was already a step ahead of me."

"Yes, and now we do have information. Information that we can't even take with us, and share with the others."

"Yeah, and that's where both you and Chrysalis were wrong."

"You can teleport us out, also," Sentry inquired with a quirked brow, "I thought you're still a novice."

"Well, yeah, I am. This is only my first day of Magic One-Oh-One, you know. As far as teleporting goes, the extent of my knowledge is practically null. I mean, I know how to get out of a quick jam with a little help from my spider sense. I think. But that's pretty much as far as I've gone right now."

"So, how exactly do you think we should get out then?"

"Easy. Well, okay, not that easy. We're going to have to do it the old-fashioned way. Sort of."

"Why do you always talk like that?"

"Part of my charm. No dissing the nonsensical talk." The Pegasus Captain then observed Spidey turn back to face the massive rubble that was once the exit. He then leapt onto the ceiling, crawling slightly closer towards it. Casting twin lines from the bands on his pasterns, he jumped down and back with a firm pull, shifting the rocks and boulders attached with a mild grunt. Slowly, the obstacle began to diminish in its integrity, as the massive pieces of stalactites and stalagmites rolled downward from the top of the treacherous slope. It did not succeed in clearing the debris entirely, but enough to allow a few gleams of sunlight to penetrate. Upon seeing this, the orange stallion took full advantage of the beige Unicorn's efforts, flew up to the top, from which the wall-crawler removed the roof's fragments, and gave a great buck with his hind legs.

The light was allowed to fully engulf the Pegasus with its radiance, to which he responded with the squint of his blue eyes, then a leap into the air with wings outstretched. Spider Bite followed suit, spinning a line forward, and jumped out of the newly made opening. Seeing his most recent comrade crawling up the wall of the gorge outside, Captain Sentry turned back towards the Everfree, and flew off in an orange and blue blur, shouting, "We need to warn the Princesses, now!"

"That's the plan, Eugene!" He heard a sharp f'dissh from behind, shortly after the befuddling remark. Seeing another line of adhesive reach a branch in front of his flight path, he heard the web-head beside him say, "Sorry, Captain. Tried to avoid that for the longest time. Couldn't resist this once."

"I'm guessing you knew somepony else called Flash."

"School bully. You're nothing like him, though. At least, I hope you weren't."

"I should hope not, either." The sincere reply prompted a slight pause between the two stallions, as the orange Pegasus flew with haste, and the beige Unicorn swung and jumped off the low branches beside him.

"So," continued Spidey, "Laurel Ray, huh?"

"Not what you think."

"Right. Okay." To reciprocate the web-heads revisit to yesterday's exchange, Flash Sentry asked in turn, "Your uncle?"

"Closest thing I had, I guess, to a dad." Then with a huff of amusement, he added, "Contagious, I tell you."

She has been finding it most difficult to continually make an improvised attempt in delaying the pounding brute any further. Such an effort on her part proved to be quite the challenge. As monumental as the gigantic stone creature, itself. As soon as the monster reached the settlement of Ponyville, with the Alicorns taking to the air once again to find a way of breaching its outer shell of rock, Rarity levitated several inanimate items at her disposal, looking for ways of using them efficiently. She attempted to gather and assemble another strand of multiple materials, as before, but once it began to wrap around the behemoth's legs, it tore in more places than she could quickly reinforce.

This prompted her to find ways of accumulating steel wares from the kitchens of demolished homes, and form a makeshift shackle of sorts. Asking for assistance from Shining and Starlight, she was able to strengthen the braces with a magical field, before encompassing them onto the giant's feet, as it stood still to roar at the irritant efforts from the flying regents. The shift of its focus onto its struggling limbs prompted the white Unicorn mare to heave a great sigh. She wiped a bit of perspiration from her forehead, after seeing it had been a successful endeavor this time.

"Look!" She heard the Starlight's exclamation, prompting her to look up with concerned puzzlement. What Rarity saw was the glow of the goliath's eyes shifting colors less rampantly, and shining with reduced intensity. During this spectacle, all noted the trepid movements from the creature itself, nearly as though it were becoming too weak to stand. "Now, what do you suppose could have caused that?"

"The Elements' bond with Chrysalis' spell has been broken somehow," she heard Cadence's sharp reply hovering over her, "But the animation is now being sustained by the stones' basic energy, themselves. It's slower now, but still destructive."

"What do you think happened to do that," her husband evenly asked, though with anxiety.

"Must've been the Cap'n's and Spidey's work, Ah recon!" They all turned to the source of the sudden reply from behind, seeing Applejack and Pinkie Pie returning with their Pegasi friends. With a huff and pant, the orange Earth Pony continued, "We barely managed to get out of that there cave the Tree of Harmony's in, before comin' here."

"Chrysalis was there, keeping herself connected to the Elements and the Tree," joined Rainbow Dash in kind.

"Spider Bite and Captain Sentry got themselves stuck in there by the giant shockwaving, burning and quaking that was caused by the Tree, and now the whole cave is blocked!"

"Maybe the two found a way to stop her," Fluttershy shakily followed Pinkie's added discourse, "Or…something else terrible has happened."

Just then, the giant seemed to regain its rapturous demeanor, as it stood tall with a bone-chilling growl.

"Then there's no time to lose," exclaimed Luna, "We must take this chance to dislodge the Elements from inside, at once!"

"It should be weak enough for us to make a precise shot, now" Twilight stated, "As soon as they're removed, my friends and I will work on keeping the falling boulders from causing any more damage."

"Then let's get going, already," urgently shouted the colorful Pegasus. The ponies then returned to action, right away, with the Princesses of Night and Day preparing their magic, along with the other horn wielders that were battle-ready. Rarity took to the side with Fluttershy and the rest, observing the braces she had made earlier slowly begin to break. The sounds of clank and clang growing in volume with every tug the monster made against them, its protective reinforcement slowly deteriorated. However, the stone giant's attention drawn to breaking free of its bonds was all the Alicorns and remaining Unicorns needed to join their arcane energies, and breach the head that was nearly impenetrable. Rays of energy from various colors came together, forming a great sphere of light that was directly sent onto the creature. Pooooom!

The blast sent a great cloud of dust, scattering rocks and pebbles throughout the near vicinity, causing all momentarily to shield their eyes. Upon regaining their focus on the monster crippling before them, they all witnessed the glow of the stones that were protruding from inside. Celestia, Luna and Cadence levitated the Elements from their resting places, as Twilight, Applejack, Rarity, and the rest summoned their united energy for their part. Shining and Starlight blasted whatever falling rocks that came their way, seeing the six Friends keeping the majority of the dismembered segments in one general area.

"Are we late to the party?" The white Unicorn stallion shifted his focus to witness the two ponies, once considered trapped and perhaps lost, now returning with as much haste as possible. They looked up to see the wonder that was the pure embodiment of Harmony, as shown radiantly by the six mares, which encompassed the remains of the giant.

"Wow," gasped the web-head, "That's some next-level stuff."

"What happened," Shining asked, "We thought you were trapped inside."

"Only for a while, sir," the orange Pegasus replied, "But right now, there's no time to explain. We need to get back to the pala-" The Captain was cut short by the sudden exclamation heard from Rarity. "Fluttershy!"

All returned their attention to what was happening with the collapsing stones, eyeing the Pegasus in question particularly. She was struck down by a smaller rock from the debris, though substantial enough to render her stunned. The shared energy of the mares' Friendship seemed to have weakened, for the magic surrounding most of the massive boulders began to flicker, causing the load to drop suddenly.

"We're losing it," growled Rainbow. The five Elemental ponies remained stationary, so as to maintain their united, magical grip as best as they could. Even Pinkie was unable to offer any sudden movements to aid her fallen companion, who was now lying underneath the slipping weight.

"This…isn't…super-duper…at all!" Once the Prince and Starlight Glimmer joined the remaining Alicorns again, offering any support they could, the arachnid and Pegasus stallions ran directly under the looming burden that shadowed the yellow mare. Seeing that even combined efforts were insufficient in keeping the rocks from succumbing to gravity, the duo quickly lifted the delirious Fluttershy onto the Captain's back. He took a sharp, but wary dash out from under the fragmented behemoth, turning only to find the boulders now beginning to fall atop the beige Unicorn, instead.

Spider Bite was seen standing on his hind hooves, with his front pair raised upward to catch the magically wavering objects that threatened to crush him. "Okay…this is really heavy."

"Can't hold it no longer!" On cue with AJ's grunt, the great weight began to lower more aggressively now, prompting the web-slinger to crouch down low, then roll onto his back, pressing against the dismal threat with all his might from every hoof he had. Flash Sentry, Shining and Starlight all watched in utter dismay, as the immense pile of rubble sharply reached the ground, at last. Poom!

Epilogue

Poof! Bling! A scarlet light sharply appeared during the quake, before the three observing ponies, immediately followed by the hooded stallion with shades, huddled into a fetal position, as if to prepare himself for the inevitable. He raised the hoof from over his head, then blankly examined his surroundings with gasps and huffs of total shock.

"Cutting it close for comfort, huh, Shining," blankly asked Starlight.

"That wasn't my magic. I hardly had time to concentrate," the white stallion uttered, then noted his sister landing beside him. "You did that?"

"No, Shining," she shakily wavered, in response, from both exhaustion and awe, "My aura's crimson like yours, remember?"

"Then that means…" Captain Sentry's incomplete conclusion prompted everypony, having gathered again, to watch the beige Unicorn shakily rise on all fours, taking deep inhalations to maintain a certain level of composure.

"Whoa-kay…" he exhaled, "That's definitely going to take some getting used to."

"B-but…but that's fourth level spell casting, at least," stammered the lavender mare, "You-you've only managed level two magic, so far!"

"How'd you even…?" The light purple Unicorn only faded from her stunned trail of thought. They heard Spider Bite heavily breathe his reply, "Want my educated guess?"

"Twilight! Cadence! Shining!" The desperate shouts for their names reached the ears of all ponies present. They faced the source of the outcry, and saw the madly galloping Sunburst, with a levitated Flurry in tow, shouting out, "You must come quickly! Something's happened in the castle!"

"Calm down, Sunburst," Cadence offered, knowing she spoke for everypony else to do so as well, "Tell us what's wrong."

"We saw…the remainder…of Spider Bite's projected…memory," he panted heavily, giving Flurry Heart to her mother, as he answered, "Chrysalis was saying…more things, things that Pinkie…didn't catch. Then we saw how…she escaped, and the blast that…occurred inside the ruins. Next, was the stallion's exit from there, and hearing fragments that…were spoken from a stunned…Changeling, who said she'd come back for…'it,' as she told him."

"What do you mean? What is it?"

"I'm not sure, Shining," the Royal Crystaller answered, "But Spike seemed to have an idea. He told me to take Flurry away from the castle as quickly as I can, saying that he and Thorax will keep an eye on things. I don't know why, but he said there was no time, and that I needed to hurry out of there, fast!"

"Oh, no." Twilight's bewildered expression from a moment previous was replaced by shear dread. She vanished, with a flash of her own crimson energy, causing all but the beige and orange stallions to stare, at first in confusion, then realization.

"That's what Spider Bite and I came to warn you about," Sentry stated.

"Spike! Thorax! Where are you?!" After teleporting into the main hall of the Tree Palace, Twilight madly scurried past the disheveled devastation that was now the castle's interior. In frantic worry, she transported herself into several different chambers, all of which were in the same, vandalized state as the hallway. She came upon the Cutie Map room, its walls, chairs, and table were indented with cracks, and smeared by scorch marks. After looking up to see that the only place untouched was the Library Chandelier, she heaved a sigh of great relief, upon noting the little Dragon's dangling form, up above. Atop of him, was his Changeling friend, hovering as he placed his deformed hooves onto Spike's sliding grip.

"Twilight," both exclaimed with jovial respite.

"Are you two okay? Did she hurt you!?" Seeing Thorax lower himself, with the Dragon hanging on to him, she noticed how neither showed signs of any injuries. They safely landed onto the floor before Twilight, with Spike dusting himself off and the punctured pony lowering his head, with shock still in his solid, cyan gaze.

"Nah," the Dragon huffed in kind, "Just gave us a pretty big scare. When we heard Chrysalis coming in on a rampage, we picked the chandelier for a good hiding spot. Turns out she blasted and punched at everything in here except where we were. Then kept moving."

"She was in a very wild state," Thorax added, "I don't think she was even thinking clearly. We're just lucky she didn't randomly hit us in the process."

"I'm very glad to hear that," the lavender Alicorn offered a wavering sigh, eyes watering, then embraced her faithful assistant, and their friend. "I'm really glad to find that you're okay. More than you know."

Wow. Don't know how this day could've turned out differently. Could've been the end of the world, as we know it. Buried alive with Flash Thomson's benevolent doppelganger. Not really. Chrysalis would've found what the Princess was hiding. Probably another apocalypse to go with that. That bug-Queen could've been caught too, if I hadn't wasted too much time…again. This day ended exactly as it started: with no clue of where she's hiding. But that's not entirely the case. Got a new ability in this dimension that's already come in handy, along with very helpful, kind, and understanding ponies here, almost treating me like one of their own. Almost.

The notion touched him dearly, but it also deepened his resolve to maintain his silence concerning his identity and past. Got to make sure another bad scenario doesn't happen by my reckless behavior, like yesterday with the rock. I wonder what's going to happen now, too? What if I can't get myself, Aunt May, Nick and MJ back home? What if we stay here? Or if we did find a way, what then? Will I ever get the chance to be known as Peter Parker around here? Or anywhere?

Perching laterally on the wall of the castle as he pondered on such things, Spidey felt even more determined that he should find a way back, while also helping the ponies here, as best as he can. He looked up to see all who have fought beside him, facing the crowds of Ponyville, as well as the evacuated ponies from Canterlot, who heard Celestia speak to them about the situation that had transpired during these past twenty-four hours. She spoke of the Changelings' imprisonment in the palace ruins of the Everfree, Chrysalis' escape and dark intentions, and the fact that Twilight reported the artifact, meant to always be hidden and unidentified, was indeed secure. This prompted a great release of tension from the masses.

Pete scanned the crowded ponies, hoping to at least find the faces of his friends and Aunt. He did not have the time to achieve this, however, for he heard the solar Princess warmly announce, "And all of this could not have been so, well accomplished, if not for the valiant efforts of a pony who came to our aid without hesitation, or any desire for reward, except the wellbeing of all. A pony who has never been to Equestria before. In fact, he is not even of this world. I present to you, then, and ask that you warmly welcome, the gallant hero for us all, from the smallest foal, to the greater whole of this world, the stallion, who calls himself Spider Bite."

His head snapped to full attention with great discomfort, and finding all equine figures facing him with silent awareness of his unusual presence. Feeling even more in an odd position, he raised his right hoof to ensure his shades and hood were still in place. He opted to remove the pants, knowing that he had no need to conceal his identification mark anymore. Instead, he found a blue cloth of sorts, and wrapped it firmly onto his tail, knowing that even his tail's color might prove to be an indicator for those familiar with him, though his hide was not as much so. MJ and the rest look a lot different from their human forms, anyway. Can't really make a connection to me with my lack of change, in that sense.

He faced his newfound companions, who offered him a look of cheerful consolation, particularly a bandaged Fluttershy, Rainbow Dash, Shining Armor and Cadence. Heaving a great exhale through his equine nostrils, he lowered himself from his perched position, then slowly approached the center of the oration, and stood beside the towering, white Regent, and her deep blue sister of the Moon. Seeing their own comforting smiles, and knowing fully well their gestures' meaning, he returned his focus back onto the populace, still remaining motionless and soundless. He made the sudden realization of why he was even summoned forward. Oh, this is awkward.

"Uh…Oh, right. I'm supposed to say something right now, huh?" This seemed to alleviate a slight degree of unease between the spectators and the speaker, for a few chuckles were heard in front of Peter, as well as from behind. "Yeah, I, uh…never really been good at public speaking, so I guess just bear with me for a little bit. Which is funny, because those who know me well enough know how much of a smartmouth I can be. But, uh, this isn't exactly a time for jokes or quips to make the bad guys give me a few inside laughs, get them confused with their insulted looks, and throw off their focus. I guess, what really needs to be said is…how much everything here has been, well, wonderful. I mean, sure there was the whole invasion, the giant rock monster, and end-of-the-world scenario. But, when it came down to what really mattered, why I did what I did, and why I chose to be who I am, this place has been a really, wonderful surprise. And the ponies that I've met here, they've certainly made all the effort I've expended well worth it. So, let me just say that…Your Friendly Neighborhood, Spider Bite thanks you all for giving him more than a good reason to fight. In fact, the best reason…the kind that he, or anypony, could ever ask for. And it doesn't need saying, because I've talked too much, already. And there's none who can tell me that there's anything better. Or even try. Thank you."

Not sure of what to do next, he simply strolled back to the side where he once perched, but only stood beside the wall. Exhaling deeply, he looked back up from his grounded gaze, and turned to see the moved expressions from some of pony companions, particularly Rarity, Fluttershy, and more so from Cadence and Starlight, who were present to witness his self-discovery. Peter offered a smile in return, then heard the wild cheers that sounded uproariously after the great pause. He could never recall a single instant to match the scale of this positive response, whatsoever. And no help from the goat-faced dragons, either. I'd be lying if I said I wasn't touched. So weird, though. They're all willing to do this, for someone they hardly know. For someone they hardly know.

What followed immediately was greatly unexpected to the wall-crawler, though only to some degree. He heard a slight whisper from the creeping muzzle of the pink Earth Pony next to his ear, saying, "Here's your fair warning." Whuh-oh.

POW! Wheeze! Streamers and confetti were strewn from several decorated canons in each, and every direction, spontaneously. The massive noises, along with gasps of surprised shock then laughter from the ponies that ensued, was what truly began to brighten the final hours of Pete's day. He then felt the great tug from Pinkie Pie, who also pulled Princess Twilight into a massive embrace, both huffing in physical exasperation, as she exclaimed, "Isn't this super exciting! We now get to celebrate the biggest, most amazing, best, ultimately spectacular party, ever, in the history of Ponyville! Maybe even the whole world!"

"No arguments from me," croaked the web-head, as the lavender mare on the other side choked in kind, "Pinkie. Air."

"I mean, think about it!" Pinkie Pie released her grip of the two ponies, causing them to gasp on the floor. She then, zipped into the crowds, bouncing joyfully and whizzing playfully within the masses, saying, "We get to have a party for Twilight's birthday, that we've missed yesterday, and we also get to welcome four brand new ponies into Equestria and Ponyville! It's now time to really, really, really, really, really celebrate!"

Just then, as a grand ensemble of instruments began to play from the far corner of the assembly, and a vast multitude of balloons, streamers and confetti seemed to be falling down from nowhere, she pushed, into the center of the gathering, Mary Jane, Nick Bromwell, and his sweet Aunt May. Their startled reactions equaled that of Peter's, all of whom were uncertain of where this was leading. Turning to face the winged Unicorn Princess with bemusement, he asked, "Is this normal?"

"Trust me," chuckled Twilight, "With Pinkie, there's no such thing as normal."

"Don't have to tell me," spoke MJ with a grin, "Got a wide variety of colorful characters around here, I'll give you that."

"Taking that as a compliment," the Alicorn spoke kindly, "I thank you. I'm guessing you're Mary Jane Watson, whom Rarity told me all about."

"And you must be the famous, Princess Twilight Sparkle I've heard about," responded the peach Earth Pony, shaking her hoof in the process. Prompting a slight blush of modesty, she tilted her head in a nod, and said, "Thanks, but it's just Twilight with my friends."

"Glad to hear it, Twilight." Noticing her focus returned to his position, Peter observed the redhead's scanning of his form. With a smirk from both, he saw her raise her right front hoof towards his flank, saying, "That seems to suit you nicely. Also, good to see you're opening up about you're tattoos."

"Thanks," he nodded, and gestured toward the green and red masks on MJ in turn, "Looks as though they've accepted you into their culture, too."

"Careful, Woody. Don't let it get to you."

The brief exchange shared between the two ponies prompted a brief laugh from them. Even though she could not understand segments of the dialogue, the young Alicorn could tell they had a well, established bond of sorts. Although, she failed to resist the urge of pondering from where she heard that young mare's voice.

"Don't know why," she heard the arachnid stallion continue, "But I think that mark seems to fit you to a T."

"Maybe because I've got a thing for guys with masks?"

"I should say so," he quipped back, "We've got a strange knack for meeting each other under dangerous and disturbing circumstances, after all." Before her trail of thought could continue, however, another sudden bang from the party cannons commenced, followed by the approach of Twilight's friends, who began to offer a melodious, uplifting carol led by Pinkie, who was the center of their troupe.

Pin: When trouble seems to find you
Flu: At almost every corner,
Rar: And sometimes, there is nothing you can do,
RD: You rise, and face it all,
AJ: Despite bein' a for'ner
Pin: Knowing that for a friend you stand real tall.
Flu: It may not be your own friend,
RD: Or anyone you knew,
AJ: So long's yah do yur best for 'em,
Rar: Their smile will see you through!

Pin: That's what we're here to celebrate,
AJ: Not just fur fun and laughs,
Flu: But for the times when we all stood
RD: As one for all, as we all should.
Rar: For the good of all, we made our crafts,
Pin: Making what's good now great!
All: To make what's good now great!

Flu: We celebrate the warming heart,
That gives us all a smile.
The May sunlight plays a great part
For those cold winters that come a while.

AJ: Then there's the good ol', caring touch,
Of one who's got a knack and Nick
Fur keepin' those hearts warmin' much,
As easy as a hoof's Click!

RD: That's why we're here to celebrate,
Pin: To dance, and share some laughs,
Flu: Because we live for what we stand
AJ: And never stop tah mend the land
Rar: From hurtful quarrels, and angry wafts,
Pin: To make what grows bloom Great!
All: Making what's good now blooming Great!

Rar: Which leads us to the graceful soul
Of a Mare Jane kind and true.
That smile of hers stays bright and full,
As she guides, and brings joy to you.

RD: But when the skies are darkest,
And storm clouds hide the moonlight,
Inspiring hope becomes the largest
From the spectacular Spider Bite!

Pin. But don't forget to whom we call,
Her special day, we now make bright,
To the very pony, who began it all,
Whose heart sparkles in sun and moonlight,
All: We all call out to Twilight!

Pin: That's what we're here to celebrate!
AJ: That's why we're here tah celebrate!
Flu: To make all lives now bloom, be great!
Rar: To quench the fires of venomous fate,
RD: With kindness, care, and bravery great,
Pin: Make sure all know it's never late
To live a life that's Great!
All: To live the life of fullest Great!

The vigorous applause and jubilant cheers from all who were present, deafened the ears of the lavender Alicorn, who had chuckled at the bewildered, startled, and flattered responses from the newcomers, especially the web-head's. Her modestly flushed complexion during her own verse prompted a smile from Miss Watson and Spider Bite both towards her direction. As soon as the noises settled, and the wind softly blew past their manes, sending the final remnants of sailing, festive debris, Twilight viewed the guests before her, asking, "So, what do you make of this place?"

"Very nice. Pretty sweet," nodded the peach, green-eyed mare, "Parties here are definitely livelier."

"Song was a bit tacky," the beige, concealed stallion added, with a slight head tilt, "But, hey! Sounds a whole lot better than most stuff I usually hear. So, no disrespect."

Grinning at the soft compliment of Mary Jane, and chuckling at the lighthearted comments from Spidey, she beamed with great enthusiasm, as Twilight said, "Welcome to Equestria."

Unbeknownst to all who have gathered and raised jubilant festivities in front of the Tree Palace, another form of vegetation began to grow. Underneath the Palace of the Two Sisters, within the cavern of the gorge, which has now been cleared of rubble, and replaced by an arcane barricade around its whole interior as well, the Tree of Harmony gleamed radiantly at its base. The pure, white glow seemed to shine from beneath the stem and its surface roots, prompting the Elements, having been returned and restored, to brighten also. As did the box of six keys before, what rose from the ground was a simple, white, lily bud, not yet in bloom.

The small, unnoticed spectacle was not left completely unseen, however. For a looming shadow of a dark figure seemed to observe the activity of the Tree, from outside its protective shield. After further study of the newest plant, the creature slipped away in a blur, followed by a small batch of sand that slithered calmly on the stone floor, by the soft breeze through the ravine.