Spider-man In Equestria: The fall of a hero

by optimusprime142

Rating: everyone
Tags: Adventure, Princess Celestia, Crossover, Sunset Shimmer, Main 6, Sad, Nightmare Moon, Romance, Princess Luna, Equestria Girls
Length: 13660

Sequel to Spider-man In Equestria! When complications arise, Peter Parker must return to equestria to combat... a psychotic teenager and a school who won't do anything?

After Peter defeated Chrysalis and Nightmare Moon, he thought nothing would threaten Equestria again! Boy was he wrong, now stuck in a teenaged body, Peter must try to stop Sunset Shimmer and save Equestria all while having a new addition to his powers!

Well, here's the second entry in the SIE trilogy, Grammar and writing improve around halfway through the story!

Published 2017-06-29 07:30:07 UTC
Last updated 2017-06-29 07:30:07 UTC

Chapter 1

Peter went back to equestria for a visit… just as twilights about to go on a mission to get her crown back.

"What do you mean I can't come? You're gonna need the extra hands twi!"

"Spider-man, the answer is no. I'm happy you came to visit but still, this is a mission for me!" that was a few hours ago, and then he heard heavy breathing behind him while standing in front of the portal, then the answer hit him like a sack of bricks! He lost track of the symbiote before he left equestria the first time!

"Uh oh… um… do you take a check? Because I'm a little strapped for cash right no-" before peter could finish his joke, venom charged at him and brought him through the portal of all places, hopefully they didn't turn into space goo!

*on the other side of the portal*

"So what was your ex like twilight?" rarity gasped in the blue skinned girls direction

"Rainbow! That is not lady like to ask her something like that!"

"No, it's fine rarity really! He was strong… and handsome and polite!" as the students were walking out of school, seemingly out of nowhere, venom and a teenaged spider-man were fighting, with peter barely keeping his head on his shoulders.

"hey guys, nothing to see here! Just a slimy alien glob!"

"WERE GOING TO KILL YOU!" the students began deciding this was an elaborate hoax.

"Nice costumes dorks!" this comment caused venom to nearly eat him alive, and he would have had peter not pulled him back with a web.

"This is very dangerous! Get out of here right now!"

"Are you kidding? This'll make the news tommorow!" soon enough, everyone had their phones out recording the fight, but everything changed when venom had him pinned, the minute peter tried to shove him, the symbiote began leaving its original host to go to peter.

"Oh god! Why won't it come off anymore?! Hey look, a ufo!" everyone turned that way, which gave peter the opportunity to shove its host back through the portal just before he was covered in the black suit.

"*pants* so far so good, maybe I won't hulk out into a monstrous ven-" peter suddenly screamed as one of his arms bulked up quickly, the mere sight caused a few students to vomit. Eventually, the only thing that was recognizable as a person was his face, but that was soon replaced by venoms face.

"That is awesome! You gotta tell us how to do that!" Venoms response to punch him was cut short by twilight.

"Calm down… just calm down big guy." Venom seemed lost staring into her soul, but the minute rainbow moved in to get twilight, he roared at her, causing her to run back and stare at him wide eyed.

"T-That's not special effects! That's real!"

"Spider-man, Just calm down!" once again, his white lense like eyes stared at her before he looked at his monstrous hands.

"Calm… down…" with a low groan, venom began shrinking back to regular size, even dissapearing completely, leaving a panting peter

"is it gone?" Peter stared at his palm before looking back to her.

"No. and I have a feeling its here to stay twilight. Girls I'm not going to bite… not anymore at least." Peter was just staring at his hand before pinkie hugged him tight enough to constrict his breathing.

"You're spider-man! You're spider-man!"

"Yes I am now please, I need to breath!" Pinkie apologized before he swung away.

*the next day*

"Class, we have a new student today, his name is spot, please try not to embarrass him." People began sniggering at his name, until he took his seat next to twilight.

"Hey twi, nice people eh?" sarcasm was dripping from his voice as he watched the teacher. By the time lunch came, he was witnessing a hold up of the school, and while everyone else was content with sitting, peter yelled at the person in the room who had the gun.

"Oh you think your tough stuff if you use a gun eh? Well having a gun just means you're a coward, a coward whos too afraid to threaten us with his fists!"

"I-I'll waste you kid, I'll do it!" the thug cocked the hammer of the gun at this.

"No, you wont. You're afraid to do it." as Peter slowly approached him, he grabbed the gun and threw it aside before hitting him a couple times in the stomach, then the face to knock him out.

"Holy crap, that was amazing spot!" Peter scoffed at rainbows compliment.

"All these idiots think the same. Stay here, I'll call for help." As soon as peter was out of their sight, he took off his cloths and slipped his mask and gloves on before hearing a scream from the principles office. His solution was to kick down the door and tackle the criminal.

"I'll make this simple for ya." Peter punched him once and knocked him out before offering a hand to each of the principles. Right before they could thank him, he heard a struggle and twilight gasping, causing him to bolt to outside the school and saw the last one elbow twilight in the face, breaking her nose. This caused her to fall on the concrete, blood pouring from the back of her head. Peter got on his knees and slowly lifted her head.

"Twilight! God no you didn't deserve this! You didn't deserve this…" peter lost all emotion in his voice but calm anger as he turned to the trembling criminal.

"I-I'll shoot your head off! DON'T COME NEAR ME!" the criminal closed his eyes and heard a pained scream and a few seconds later felt himself being lifted into the air but when he opened his eyes and looked down, he was being held by a tentacle.

"You've been a BAD CRIMINAL!" Just before venom punched him, he grunted.

"We- I have a better idea…" venom brought the criminal to his face.

"Who. Sent. You?!"

"I-I can't tell ya, She'd kill me!" Venom snarled and poked his forehead.

"What makes you think I won't?" to be fair, peter wouldn't actually kill him, but he had to be feirce or he would go nowhere.

"Okay okay! She goes to this school, I think her names-!" before he could say her name, he was shot in the head, shocking peter out of his venomed state.

"Guess she really doesn't want her name being said out loud, lets see what we can do about that injury twi…"

END OF CHAPTER!

So, whaddya guys think? Be sure to R&R and of course, leave a favorite if you like it!

Chapter 2

As everyone was walking back inside, peter lagged behind and saw a girl circling twilight so tip toed so he wouldn't be heard.

"-And Good luck getting your crown back princess, because I'm getting it first!" Twilight saw him behind her and smiled.

"Don't tell me you brought someone from equestria to be your bodyguard! Who is it, Big mac?" Peter coughed behind her causing her to turn around.

"No, She brought me. And please don't make me angry… you've seen what happens." Peter motioned for her to get lost, and she did after grumbling.

"You okay twi? Hows your head?" Twilight only rolled her eyes and giggled.

"I'm fine pete, really! But we need to get to class!" peter changed quickly and raced her to class, but he let her win anyway.

"Glad you could finally join us you two, you almost missed the halfway mark." Peter groaned, he missed being done with school. Everything was going good until a freaking bomb went off in one of the dorms, killing at least a dozen or so people before the speakers were hacked into by a voice he didn't recognize.

"Greetings children, who I am is not important, but what is, is finding out if your principles will follow my demands. Twenty million dollars by the end of the school day or more will die. That is all" Peter jumped up, but the teacher got on him.

"I'm calling some help, though they don't accept phone calls." A couple students siad hurry up and call mare do well.

"What? No I mean spider-man! He's perfectly capable."

"But that was just a kid in a costume…" Peter ignored them and started disarming the bombs, but realized school was ending in 5 minutes, he couldn't hope to get the last of the bombs in that time and fell to his knees and slammed the floor before the disarmed bombs were dropped at his face.

"You're sloppy, undisciplined. Go home kid, superheroing isn't for you." Peter stood up and stared at mare do well eye to ey… er lense to lense.

"You listen here lady, I'm freaking spider-man! If anything, you're the one who should go home!" mare do well blankly punched him, knocking him to the ground.

"Stay down or I'll hit you again, I'm going to call the police. You're obviously drunk- woah, I didn't mean to make your cheek leak…black?" students were pouring out to watch the encounter as peter stood up and growled like an animal.

"You just pissed me off, that does NOT go well for anyone!" to everyones surprise, peter sighed and calmed down quickly enough to cancel the change.

"I took a lot of hate from people in my first few years, but I won't tolerate it from a teenager in a costume!" without warning, peter punched mare do well.

"Now were even." Mare do well lifted her mask slightly to spit out blood and he got a good look at her skin color… blue with purple lips?

"Your not supposed to do that are you? I mean the black stuff, and the growling?" peter gave her a hand to help her up before looking away.

"Not if I can help it, it takes everything I am to keep this monster under control. It lurks in the shadows waiting to take control, if only temporarily."

"So it's like a physical manifestation of your demons?"

"You could see it like that… thanks. For defusing the bombs I mean. I guess I'll be seeing you…" peter turned to swing away but mare do well kissed him before she left, leaving peter frozen.

"Dude, you just got kissed by mare do well! That is like, the dream of all the guys here!" peter ignored them and touched his lips before blushing. Meanwhile twilight was pissed.

"Why did you just let her kiss you like that?!"

"Hey Twi, I broke up with you, remember? I can't stay in equestria to live with you because earth is my home! So what if I got a little flustered by a kiss?" twenty minutes later, they refused to speak to each other.

"Oh my god will you two just make up? I don't know what happened between you two but it's killing this friendship and that's super duper bad!" pinkie was right, but peter wouldn't admit it, neither would twilight.

"So, whens this pageant or whatever?"

"Three days eh? Twilight, you worry about getting the crown, I'll deal with shimmer if I need to." For once, she agreed with him about that.

"yeah, Okay spot…"

*later that day*

"Spider-man, something smells mighty fishy about this meeting…"

"I know miss applejack, but if I don't, we may have bombs every day!" peter slowly walked to the back of the school and didn't have time to react as his face was beaten in with a brick. After about 5 minutes of hitting, the stranger fled but peter hadn't known this, having passed out long ago.

*? Later*

"Principle please! At least see if it was an attack or an accident!" celestia sighed before allowing a crying twilight to drag her to the nurses office, celestia gasped when she saw the sleeping spider-man. She only took a few minutes to check the wound.

"it wasn't accidental, this was attempted murder!" they all heard a quiet groan and the sound of a blanket being thrown and turned around to see peter trying to sit up.

"Do you… know who we are?" peter looked at all of them before lowering his head back onto the pillow.

"Hiya g-girls… w-what happened?" twilight was hugging him and sobbing in his shoulder.

"W-W-We thought you wouldn't make it… but-"

"But I did… now could you t-t-tell me what h-happened?" after explaining, peter sat up quickly.

"I remember! I-I found out who this big bad boss is! Y-your never gonna believe t-this! It's sunset shimmer!"

"What? Are you sure?!"

"Positive principle! I saw the smug girl watching as her goon beat the hell out of me! Just give me five minutes with her-"

"YOU are in no condition to go anywhere spider-man." Peter looked at her with his one good eye.

"Listen, at this point no one can stop her except maybe mare do well, and well, twilight but that's besides the point, I'm going to make her see justice for her crimes, and we can add attempted murder to her list!" Twilight hurriedly pushed them back as he seemingly willingly transformed into venom.

END OF CHAPTER!

Chapter 3

It took peter all he had to change to just his black suit so he wouldn't destroy the school. Peter walked over to her and shoved her with his shoulder, leaving her wide eyed while clinging to the exit door but forced her locker open and noticed a syringe. Peter picked it up and examined the liquid inside before kicking her outside.

"Spider pesticide… you've been reading up on me. You were going to make sure I was dead." Just as twilight ran out the door, sunset pressed a button and the syringe exploded, and peter inhaled a good amount of what was inside, falling over the railing and coughing before slowly standing up and suddenly felt like he was being pulled from his body. Peter opened his eyes and saw everyone gasping as… he was unmasked in front of everyone? Peter didn't have time to figure out what it meant as he slowly opened his eyes to find out he was tied up with a gun to his head and sunset in a costume leaning next to him with mare do well on top of the school.

"I'd say it was fun, but that'd be a lie spider-man. Think of it as going to sleep… permanently!" as soon as she cocked the hammer, multiple things went on at the same time. Firstly mare do well grabbed her gun, peter headbutted her and quickly broke the rope on his arms, giving him the chance to punch her. But to everyones surprise, let her get away. Though nobody, not even peter had known it was sunset but even so it was still a shock to everyone.

"they're getting away, stop them!" mare do well moved in but was stopped by peter.

"Let them go, they're not worth it."

"Are you crazy?! They nearly killed you-"

"I know that! *Ahem* what I mean mare do well, is that sometimes the right thing is to let the bad guys go." Peter swung away and returned in his civvy clothes.

"Spot? Where's spot?"

"Right here principle celestia and vice principle luna! I was in the restroom when this all went down…" Ok, if both luna and celestia were present and mare do well was still here, it meant Luna couldn't be mare do well… but who else has blue skin? Now that he looked back, a chunk of the mask was missing, revealing white and blue hair.

"I-I'm not feeling too good…" peter promptly passed out, most likely from the pesticide.

*? Later*

"blood pressure seems normal, heart rate is good… t-that can't be right!" Peter groaned as he opened his eyes to see a blue skinned girl with blue and white hair, then the truth hit him like a sack of bricks! This girl was mare do well!

"W-What can't be right?" this caused the girl to jump from her seat.

"You've been exposed to a very dangerous amount of radiation! W-We have to get you to an actual hospital-" Peter quickly grabbed her wrist.

"No hospitals, please! I won't affect anyone if that's your fear!"

"It's minuette, but friends call me minnie. And secondly, you should be dead right now if you have that much radiation! I'm calling the hospital right now!" peter tried one last thing.

"Mdw, wait!" Minuette froze immediately.

"What. Did you say?"

"you know exactly what I said, Spider-man found out outside and he told me…" Minuette didn't look convinced, and peter promptly swallowed.

"Uh huh, and tell me why he told you out of all the people?"

"Because were buds like that. "

"On the other hand, let's talk about that eye. What happened?" Peter made a quick excuse about a fight near his house.

"I have a question for you now, why is a student acting as the main nurse, shouldn't there be actual adults here doing this?" minuette sighed at his question before going back to the computer.

"I'm the only one currently qualified to do this… that's why." A few minutes later she sent him on his way to the last class of the day, and the day after that is the day he's dreading, the fall formal.

*outside*

"Hey, Spot?" peter told everyone to take five as he walked up to minuette.

"What's up minuette?" Minnuete was looking away from him while holding out a letter.

"C-Can you give this to him? It's important…" Peter only nodded with a chuckle, she liked him, he could tell.

*later that night, on a rooftop*

"Mare do well."

"Spider-man. I presume spot gave you my letter?" peter fake gagged.

"Presume? Please don't be so formal it's making me sick!" Minuette didn't laugh at that, she just looked down at the street.

"So, you figured out who I am and told spot?"

"Yep, he's a nice guy, I'm positive he won't reveal your secret." Minuette only nodded. The night was spent stopping robbers, a few gunfights here and there and that was it until she waved and left.

"I think I have a new girlfriend…" Peter was exhausted up until breakfast. For the first time in a while, he sat at the table with the girls compared to alone.

"And he finally joins us, how ya doin' spot?" Peter grinned sheepishly at applejack.

"Good I guess, did a lot of lifting today so just tired…"

*two hours before the fall formal*

Peter practically kicked down the door of the flim flam store in a makeshift costume, he didn't like them back in equestria, and he certainly didn't like them here. When he got in, everyone was crowded around one item In particular, his costume.

"Outta here folks, nothin to see here!" the minute someone complained about being the highest bidder on it, peter webbed the money out of his hand and tore it to shreds.

"Not anymore, I said get out. NOW!" to emphasize, he turned into venom for a few moments and roared at them, causing them to rush out in terror.

"My costume. Right now.

END OF CHAPTER

P.S. I'm so sorry for the lateness of this chapter, I've had writers block for so long .

Chapter 4

*an hour later*

"What do you mean you lost your costume?!"

"Flim and flam took it, but I sorta ripped it to shreds in front of them, whoo were they scared!" Peter was laughing while leaning on the wall.

*later that night*

"remember twilight, you have to get the crown before she can tap into it's power!" twilight nodded and they kind of sort of enjoyed themselves until sunset threatened to destroy the mirror with a friggin sledgehammer.

"Put the hammer down shimmer!" Peter watched as snips and snails took spike and felt the change coming on, his hand becoming black with claws.

"N-No, Not now!"

"Aw, what's the matter spider-man, are you scared now? You were sounding brave just a second ago!" Peter was about to pull the hammer out of her hand but instead, she forcefully took the crown from twilight.

"No!" without warning, peter fell to the ground gasping, his eyes completely black. Sunset merely knelt down next to him.

"You can't win spider-man." She shot up and quickly put the crown on, being encased in light, her body completely black as it shifted into a far more demonic form.

"This power is incredible!" with one wave of her hand, everyone in the school except for peter and the girls were under her control, while she gave snips and snails forms resembling her own new body.

"SSSSSSSSSHIMMER" Sunset turned around to see venom, growling at her like an animal, without warning he grabbed her with tendrils, trying whatever he could to get the crown off, sunset flickering between her normal self and her demon self before snips and snails both fired a blast at him, causing him to be thrown into the school, the force making the doors shatter. Eventually twilight and the others defeated shimmer, completely forgetting about peter for the moment until the doors opened, and peter fell down the stairs, venom behind him growling.

"Oh god, they've separated…" was all anyone managed to say before both Peter and venom punched each other, both being thrown back from the force of the punch.

"Spider-man! are you okay?" Peter nodded and stood up and shot webs at venom to slow him down enough for him to think.

"OK, Symbiotes are vulnerable to fire and sound, we got any of that around here?" to his surprise, celestia and luna piped up.

"Yes, We have something…"

"Well go get it!" Peter punched venom as hard as he could without being fatal, venom fell to the floor, his jaw dislocated. It stayed that way for a second before venom put it back in place

"That all you got webhead?" Peter laughed weakly, but then looked behind venom and grinned.

"Not even close… HIT IT VINYL!" Venom gasped and turned around to see a car customized with loads of high tech speakers, before he had time to react, Vinyl set the volume to full blast and played her music, venom screaming as he dissolved into nothingness. With the battle won, peter fell to his knees and chuckled.

"Not good enough venom… and you never will be." Peter stood up and wiped the dirt off his costume.

*later*

"I'm not going twilight, Venom's still out there. I promise once I get venom I'll be through!" Peter hugged twilight before she left. Peter felt like someone was watching him, so he turned around and saw a group that looked familiar, they tossed him an envelope and left quickly.

"hmm…"

*the next day*

"How're you doing?" Peter looked at sunset as he walked up to the lunch table they were at, there was a spot saved for him. He just ignored them asking what happened to him, he couldn't tell them

"Fine…" was all sunset said as she quietly ate with the others.

"Hey, it had to be done, you know that right?" Peter put his hand on sunsets shoulder with a frown, causing her to look up at him for a second before going back to her potatoes.

"Yeah… doesn't make me feel any better about how I used to be though, what I did to everyone..." Peter sighed, he didn't know whether to feel bad for her or be happy she's changed.

"People will forgive you eventually, trust me." She looked up at him and He saw a smile on her face for a split second.

"Thanks spot."

"Don't mention it." As everyone was walking out of the cafeteria, peter saw someone yelling at sunset, and then hit her, and then elbowed applejack in the face for trying to stop him. This caused peter to run and change before running back.

"HEY, Back off of her!" the student just turned to him and smirked.

"Watcha gonna do freak, hulk out and bite my face off? Oh yeah, we've all seen what happens when you get angry!" Peter froze and took a step forward angrily.

"If you had taken your precious time and used it to go to the fall formal, you would have learned venom and I were separated by her. I don't know about you, but that's a good deed in my book." Peter helped sunset up while looking at him.

"Hit her one more time and you'll wish you hadn't." sunset was telling him that he wasn't worth the energy but he didn't listen. Without a second thought the student pinned sunset to the ground and repeatedly hit her face, Knocking her unconscious after a few punches and leaving her face bloody.

"YOU RUINED OUR LIVES FOR YEARS, YOU DO NOT GET TO WALK AWAY AS IF NOTHING HAPPENED YOU-" His thoughts were interrupted by peter yanking him off of her. The first thing he did was punch his face.

"You son of a bitch, YOU DON'T HIT GIRLS!" peter hit him again and heard the crack of a broken nose. The punches came relentlessly.

"Spider-man, That's enough!" he heard celestia's voice and contemplated ignoring, but instead pulled his hand away from the bleeding student.

"I-Is that all you got, Webs? You beat me up, get suspended, I get better and I still hit her! I'll never stop! How would all those students think of you now?!" Peter froze, on the day of the bombing, at least 20 students and 5 teachers were killed by the bombs he couldn't get to. Peter responded by waking back to him and stomping his knee, breaking it. Peter forced him to look peter in the eye.

"You touch her, or anyone else I will make sure you never walk again, am I clear? AM I CLEAR?!" his response was blood spat at him, causing peter to knock him unconscious and drag him to the car waiting for him, he yanked the door open, threw him in there and looked at the driver.

"You go to his parents, and you tell them spider-mans in town, and he doesn't take kindly to hitting girls." The driver nodded and sped off. The rest of the school came out and cheered him.

"About time someone put him in his place!"

"He was worse than sunset!"

"I don't think even mare do well could have done that!" Peter smiled, things were finally starting to look up.

END OF CHAPTER!

Chapter 5

Peter was passed out on a chair in the room sunset was in. It was just two days ago when someone who was just like the old sunset, started hitting her, he knocked him around a bit and found out sunset wasn't responding, so he took her to the hospital, knowing the ambulance would take too long to get here and get her there.

*Two days ago*

Peter was swinging as fast as he could to the hospital with sunset webbed to his back.

"Stay with me sunset, stay with me!" peter could only just hear her breathing, but that was enough to stay positive as he finally made it to the hospital, practically breaking the doors down.

"I need a doctor!" was all he needed to say, and they immediately put her on a stretcher bed and rolled her off.

"If he killed her I swear not even uncle bens words will stop me!"

*Present day*

Peter woke up with a start, he looked around and found he was still in the chair, he almost fell back to sleep when he heard a quiet moan.

"Sunset, are you with me?" Sunset slowly opened her eyes and looked at him before nodding slightly.

"My head hurts…"

"I bet, do you remember what happened?" She only nodded before peter signed her out.

*later at the school*

Everyone saw spider-man walk up to the doors with sunset. The girls quickly ran up to him and asked how she was.

Someone already called the principle to get the student expelled in advance. But before anyone could do anything else, peter was hit by a blast.

"Who do you think you are, Giving these people false hope?!" the person was using a voice changer to hide his voice, probably built into the helmet.

"False hope? I left that in my other costume Blaster Hands… I give people REAL hope!"

"DO NOT LIE TO YOURSELF!" blaster hands shot him again, the blast hitting peter once. A few more blasts later and the gauntlets jammed, giving peter the opportunity to swing away.

"WATCH, YOUR HERO LEAVES YOU!"

*two weeks later*

"I see he hasn't shown up yet again, goo-"

"HEY BLASTER HANDS!" the familiar voice of peter was behind them.

"He shows his face...good!" Blaster fired at him, but peter leaped into the air to dodge it.

"Gonna have to do better than that blasty!" this made blaster scream and fire a blast from both hands. This went on for a few minutes until blaster screamed at the sky.

"STOP TOYING WITH ME!"

"Fine." Was all peter said before he punched him. Hard.

"Come on blasty, what happened to all that talk?!"Peter hit blaster in the stomach a few times before kicking him to the floor. Peter knelt down and ripped off his mask. After a few seconds his eyes widened and he dropped said mask.

"No... NO!" behind the armor, was the human pete- spot… Peter immediately fell to the floor and held his head with both hands.

"Is that?"

"Spot? I'd guess so, it could be his human counterpart though?" peter finally stood up after a few minutes.

"we have to get him away from here, if he sees someone who looks exactly like him in the crowd, we don't know what would happen! First off let's see who made your toy!" once he found out, he looked around a bit and saw a big building, at least 10 stories that had the same name as the manufacture of the suit, not seeing any other option, swung his way to the building.

*inside*

"Hey, has anyone seen Spot?" as if on cue, peter tossed spot to them. they all looked at peter, who was leaning against the wall with his mask partially up, eating a lollipop

"He's not dead, just unconscious. He started talking about how I give people false hope, then tried to kill me two weeks ago." Peter already didn't like these people, but the fact that one of the two girls was just staring at him, not saying a word, and her eyes were wide. There were five in total, 3 guys, 2 girls. He could take them if it came to that… at least he hoped he could. One of the guys pointed his blasters at him.

"You come around here again or do this to one of us again, I will kill you. I will kill you!" his voice was cracking, and he was shaking, and his eyes were visible behind lenses and they were wide. So peter walked forward until his hands were pressing into peters chest.

"Go on, kill me. But I can tell you, if you go down that path, you'll never come back." After a few seconds, he lowered his hands.

"Now can we please be civil as I leave?" nobody said anything as he left, but the minute he was out of their sight, the girl seemed to snap back to reality.

"W-What happened?"

"You were staring at that guy the entire time he was in here!" the girl shrieked and ran to her room.

*at the school*

"BRING ME SPIDER-MAN!" the father of the student who beat sunset was outside with about 10 armed bodyguards along with his son. They all turned around when they heard someone land on his feet, Peter knees were bent and he was leaning forward with his hands to his side.

"Looking for me?"

"No one harms my son and gets away with it-"

"Yet your son can harm whoever he wants?! A girl was hospitalized because of your son! You failed to raise him right, THIS IS ON YOU!" his father only muttered one order.

"Shoot to kill."

END OF CHAPTER!

Chapter 6

White hot pain in his stomach and legs... that was all that he felt, he looked down to see blood pouring out of bullet wounds, they got him... they actually hit him!

"Stay with us spider-man!" he heard the team that human spot was part of, the voices were fading slowly, and blackness was clouding his blurry vision, then... nothing.

*? later*

"I've got- I've got a pulse!" Peter's sprung his upper body up, taking in as much air as he could. when he stopped gasping, he looked around and recognized the building.

"You with us spidey?" Peter tried to get up, but his legs and waist area were overcome with unbearable pain, and he fell back down.

"You had about 10 bullets in you, if the defibrillator hadn't worked..."

"Why'd you bring me here...?"

"uh... you were hurt!" peter opted for simply sitting up this time.

"funny, considering your buddy blasty over there tried to kill me, you don't strike me as good people."

"Yeah, sorry about that. thought you were just some kid in a mask." peter didn't dare tell them he knew it was spot under there, with him being unable to fight properly and all.

"I guess it's alright." after about ten minutes, peter sat up.

"What are you doing you idiot?!"

"Leaving! I have a school to protect-"

"You can hardly walk, let alone fight 20 armed men-"

"Listen to me, when I became spider-man I made an oath. to use my powers to put others before myself! and I am sticking to that oath, even if I have to fight you, am I clear?" after a few seconds, she let go of his shoulders.

"We may not be able to resuscitate you next time, remember that." peter nodded before turning to them.

"I've got a plan, and I could use your help."

*at the school*

"one of these students is spider-man, I want to find out who, check their backpacks, lockers and desks, then their homes." rainbow dash started screaming that spider-man was gonna save them.

"When those idiots took him, we had already filled him full of bullets, your savior isn't coming girl." they heard a voice.

"You sure about that psycho dad?" peter was leaning against the statue with a grin on his face.

"you think you'll stop me in the state you're in?"

"Nope, i'm just the distraction." a few seconds later peter tapped his ear.

"You done guys?"

*yep! It's all you now!* Peter nodded before pointing a rather large gun at him, immediately his attitude changed.

"Let's talk about this son...?"

"Hmm, lemme think... nah!" Peter cocked the gun, took aim, then at the last second shot in the air. and everyone watched as a blue shockwave passed over everything. he slowly opened his eyes and looked around before aiming his bazooka at peter.

"I don't care if I go to jail at this point, you are the most annoying child I have ever met! any last words?!" Peter was just standing there, not saying anything. this made him angrier then ever.

"SAY GOODNIGHT!" Everyone heard the trigger click, but nothing came out, causing him to smack peter's face.

"What did you do?!" Peter spat out the blood in his mouth before punching him in the throat.

"Well, Cornelius (hah! his name is Cornelius! How do I think of these names?) what I fired was a specially modified EMP blast, designed to temporarily disable any and all weapons and electronics. I outsmarted you, I. WON!" Peter was punching him the entire speech, and when Cornelius could barely stand, peter simply poked him, and he went tumbling. though peter fell to his knees and was panting.

"I don't think I could have stayed standing for much longer... I just need a minute." eventually, Peter got back on his feet and smiled.

*the next day*

Peter made his way into the school, stopping at the door he was looking for.

"The Avengers club... great." peter knocked, then heard shuffling before the door opened.

"Your.. buddy over there gave me an invitation."

"Yes, we've seen you in action, were impressed. and that takes alot to do." peter looked around, it wasnt just a room, it was a chunk of the school that wasnt used!

"Nice setup... using this part of the school, clever."

"Spider-man?"

"Where do I sign up?" Peter had a smile on his face under his mask, not a childish smile, nor a fake smile, just a genuine smile.

*later*

"So how did you get these powers? the only super powered person i know is captain america..."

"Well, It was about 10 years ago, I was at a school field trip showing off the neogenic recombinator, but as it fired a tiny spider got caught in the beam, and it was blasted with an unknown amount of radiation, that spider, dying, bit the first person it could reach... me. I went home that day and woke up with these powers. that's how it happened."

"And the webs, did the bite give you them too?"

"No, I did that myself, I think when the spider bit me, it passed on an ancient knowledge, allowing me to mix chemicals to create this strong, sticky webbing!" peter took off the glove and showed them his devices, his web shooters.

"The way they work is I insert a cartidge into the slot here, then I press this pressure sensetive trigger with my two middle fingers, a certain ammount of pressure must be applied, I designed them that way so I don't accidently shoot a web when I grab something, or make a fist!" peter found out that they were actual heroes like the avengers he knew, though they didn't save the world like his avengers did.

"I'd better go, unlike you guys I actually have a school life." peter waved slightly as he walked out the door and back to the familiar hallways of canterlot high school, his happy moment was quickly killed when he remembered that venom's whereabouts are unknown.

"Mark my words venom, I will find you, and when I do, I will bring you in or die trying."

*five months later*

Sunset Shimmer, AppleJack, Rarity, Fluttershy, Pinkie Pie, Rainbow Dash, Mare Do Well, Spot's team and the Avengers stood around a grave, whose grave was it? Peter Parker, A.K.A Spot's. Having given his life protecting the city of canterlot.

The end?

Author's Note

This was originally where the story ended, but someone pointed out how stupid it was!

Chapter 8

*7 months earlier*

"I'll bring you in, or die trying-huh?" Peter turned around to see spot and his team running past him, and avengers chasing them. Peter shook his head with a smile and web zipped towards them. He created a web barrier in front of spot and then stood in front of the avengers.

"All right, what happened?"

"These jerks took the last twinkies!" peter, instead of doing something to stop it, began laughing, quickly falling to the floor and for minutes just rolled around laughing.

"You guys are silly! all this over twinkies?"

"But they're delicious..."

"Point taken, but make sure you have an actual reason to want to hurt them, they are my friends too after all." immediately, both teams gasped and fell to the floor.

"What?" Peter muttered, confused.

"That's the first time you've called them your friends!" Natasha said, still in shock.

"Well, they've earned it. they saved my life..." Peter immediately frowned and crossed his arms. he was still extremely uncomfortable talking about the fact that he was dead for about 3 minutes.

"I'll go get some twinkies from the store." Peter muttered

*two days later*

Peter and minuette were trying to defuse a bomb that was latched to the mayors chest.

"Come on, Come on!" Peter mumbled, sweating heavily under his costume, when the countdown reached fifteen seconds, peter looked at mayor mayer.

"this is gonna be numbing for about ten seconds..." peter said, and without warning, sprayed mayor mayers chest with a special freeze webbing. encasing the bomb, the timer also freezing at one. peter sighed his relief before throwing his fist in the air while laughing, in the heat of the moment, he pulled his mask up slightly and kissed mare do well for about 30 seconds before pulling away.

"I love my job!" was all Peter said as he swung away. now he had to get ready for school.

*later*

"Your unusually happy today spot..." Applejack said, her and the girls looking at him funny.

"Ahhh, I have my reasons girls! so, you still haven't told me what you think of our hero spidey?" Peter looked at them with a grin to rival Pinkie Pie. everyone gave mixed opinions, but rainbow absolutely hated him. In fact, every bad thing she said about him seemed to deflate peter, towards the end he even winced at her words.

"Need I go on?!" Rainbow nearly shouted at peter, she clearly didn't like spider-man...

"Nope, I get the message... nice talk." peter said nothing more as they all left the cafeteria, his mood officially crushed by the venom in rainbows words. a few hours later the final bell rang, peter stayed behind and stared at the sky while on the roof.

"All JJJ did was call me a menace, but not detail his hate for me in every possible way..." Peter said, her words still reeling in his mind, he must of dozed off because the next thing he knew, it was the next day and students were walking through the doors but midway through changing heard screams and students rushing out, he peeked off the roof to see people in scorpion suits, probably friends of spots!

"So, lemme guess, the scorpion tail clan?" his only response was a yell and acid firing tails.

"ooh ooh, the Tail Klux Klan!" Peter shouted to the scorpion wannabes, laughing the entire time.

"SHUT UP!" one of them yelled, he was probably the leader.

"Where's the fun in that? oh all right!" Peter chuckled as he knocked them out quickly, paused and then yelped because of his throbbing hand, punching metal was not a good idea...

"You're welcome everybody!" Peter said to the students, kids these days... no respect! peter walked up and offered a hand to rainbow, but she slapped it away.

"Spot told me everything you said about me, so I have one question. Why do you hate me?"

"I'll give you multiple reasons! You take all the other heroes thunder, you're always making stupid jokes, and when people die because of you, you act like nothing is wrong, Friends of mine were killed that day!"Nobody realized it, but those few reasons finally sent peter over the edge.

"You think that doesn't bother me?! When I became spider-man I made a promise to not only the world, but myself; When I'm around, no one dies. every one of their deaths matter to me just as much as any of you if not more, so forgive me if I try to ignore the pain that comes with that failure!" Peter lightly shoved rainbow after he said that and walked away.

"From what spot tells me, at least your equestrian counterpart has manners." peter vaguely heard rainbow call after him quietly, but he couldn't be sure since his spider sense was going crazy, he turned to his right and saw one of them aim their tail at rainbow. Peter, not having time to think, leaped in front of her and took the acid to the chest, luckily the costume took the brunt of the acid spray, but he was still in extreme pain, peter demanded everyone to get away, and once everyone did, peter fell to his knees and then to the floor.

"I'll be up in a minute!" he heard a chuckle and then the sound of a fist hitting a face. he got back up to see spot and his team.

"were we late again?" Peter exhaled and placed a hand on his chest.

"You're just in time!"

End of chapter

Chapter 9

*7 months earlier*

"I'll bring you in, or die trying-huh?" Peter turned around to see spot and his team running past him, and avengers chasing them. Peter shook his head with a smile and web zipped towards them. He created a web barrier in front of spot and then stood in front of the avengers.

"All right, what happened?"

"These jerks took the last twinkies!" peter, instead of doing something to stop it, began laughing, quickly falling to the floor and for minutes just rolled around laughing.

"You guys are silly! all this over twinkies?"

"But they're delicious..."

"Point taken, but make sure you have an actual reason to want to hurt them, they are my friends too after all." immediately, both teams gasped and fell to the floor.

"What?" Peter muttered, confused.

"That's the first time you've called them your friends!" Natasha said, still in shock.

"Well, they've earned it. they saved my life..." Peter immediately frowned and crossed his arms. he was still extremely uncomfortable talking about the fact that he was dead for about 3 minutes.

"I'll go get some twinkies from the store." Peter muttered

*two days later*

Peter and minuette were trying to defuse a bomb that was latched to the mayors chest.

"Come on, Come on!" Peter mumbled, sweating heavily under his costume, when the countdown reached fifteen seconds, peter looked at mayor mayer.

"this is gonna be numbing for about ten seconds..." peter said, and without warning, sprayed mayor mayers chest with a special freeze webbing. encasing the bomb, the timer also freezing at one. peter sighed his relief before throwing his fist in the air while laughing, in the heat of the moment, he pulled his mask up slightly and kissed mare do well for about 30 seconds before pulling away.

"I love my job!" was all Peter said as he swung away. now he had to get ready for school.

*later*

"Your unusually happy today spot..." Applejack said, her and the girls looking at him funny.

"Ahhh, I have my reasons girls! so, you still haven't told me what you think of our hero spidey?" Peter looked at them with a grin to rival Pinkie Pie. everyone gave mixed opinions, but rainbow absolutely hated him. In fact, every bad thing she said about him seemed to deflate peter, towards the end he even winced at her words.

"Need I go on?!" Rainbow nearly shouted at peter, she clearly didn't like spider-man...

"Nope, I get the message... nice talk." peter said nothing more as they all left the cafeteria, his mood officially crushed by the venom in rainbows words. a few hours later the final bell rang, peter stayed behind and stared at the sky while on the roof.

"All JJJ did was call me a menace, but not detail his hate for me in every possible way..." Peter said, her words still reeling in his mind, he must of dozed off because the next thing he knew, it was the next day and students were walking through the doors but midway through changing heard screams and students rushing out, he peeked off the roof to see people in scorpion suits, probably friends of spots!

"So, lemme guess, the scorpion tail clan?" his only response was a yell and acid firing tails.

"ooh ooh, the Tail Klux Klan!" Peter shouted to the scorpion wannabes, laughing the entire time.

"SHUT UP!" one of them yelled, he was probably the leader.

"Where's the fun in that? oh all right!" Peter chuckled as he knocked them out quickly, paused and then yelped because of his throbbing hand, punching metal was not a good idea...

"You're welcome everybody!" Peter said to the students, kids these days... no respect! peter walked up and offered a hand to rainbow, but she slapped it away.

"Spot told me everything you said about me, so I have one question. Why do you hate me?"

"I'll give you multiple reasons! You take all the other heroes thunder, you're always making stupid jokes, and when people die because of you, you act like nothing is wrong, Friends of mine were killed that day!"Nobody realized it, but those few reasons finally sent peter over the edge.

"You think that doesn't bother me?! When I became spider-man I made a promise to not only the world, but myself; When I'm around, no one dies. every one of their deaths matter to me just as much as any of you if not more, so forgive me if I try to ignore the pain that comes with that failure!" Peter lightly shoved rainbow after he said that and walked away.

"From what spot tells me, at least your equestrian counterpart has manners." peter vaguely heard rainbow call after him quietly, but he couldn't be sure since his spider sense was going crazy, he turned to his right and saw one of them aim their tail at rainbow. Peter, not having time to think, leaped in front of her and took the acid to the chest, luckily the costume took the brunt of the acid spray, but he was still in extreme pain, peter demanded everyone to get away, and once everyone did, peter fell to his knees and then to the floor.

"I'll be up in a minute!" he heard a chuckle and then the sound of a fist hitting a face. he got back up to see spot and his team.

"were we late again?" Peter exhaled and placed a hand on his chest.

"You're just in time!"

End of chapter

Chapter 10

*2 months later*

"we need to talk guys, about who I really am, do you remember the fall formal?" Peter asked, staring at spot and his team.

"who doesn't, some girl turned into a giant raging she demon and talked about taking over a make-believe place called Equestria, crazy right?"

"No, Equestria's a real place, a portal leads to it at the school, it's a world comprised of talking horses, griffons, buffalo, among other species, and I-" Peter took off his mask before he finished.

"-Am your Equestrian counterpart, or at least you'd think that, My real name is peter parker, I'm from an earth similar, but different from this one." peter explained before he put the mask back on, and then waited a few minutes while they processes this.

"wait, if you're not me, then how come you look like me?" spot asked peter, shock still on his face.

"I've been wondering that myself, and before you ask, where I come from, nobody has crayon colors for skin." peter said as he stared out the window, he remembered his latest vow in those few moments.

"I'll bring you in, or die trying venom." peter muttered before looking back at spot.

"I know this is confusing, but just try to make sense of it. I have some things to do..." Peter said as he swung out the window, he wasn't looking forward to this next bit, he was going to break up with mare do well!

*later*

"What's the matter? you seemed urgent..." peter began by explaining that he really liked her, but he had to break up with her, she was furious. after half an hour of yelling at him, peter didn't flinch.

"I'm sorry Minuette..." Peter muttered quietly as he turned around.

"No, No you're not." Minuette growled at him, and then left.

"That was harder than I thought." was all peter said before swinging away. The fun part is tomorrow...

*the next day*

Peter made his way to the town hall, where he was set to unmask in front of tv, he didn't like this but it had to be done, especially if he wanted to live a different life from spot. as he walked up the steps, the avengers and spots team patted him on the back

"Hey everyone, spidey here! I've done a lot of thinking, and well, here goes nothing."peter said as he, in front of everyone, unmasked.

"My name is peter parker, now before the waves of questions come, I'm not from this earth, or even this dimension. I'm from a similar earth, stranded here, so I blended in at canterlot high school, frequently saving their butts... and their wallets!" peter explained as he shook a few hands, took photos, interviews and pretty much everything imaginable.

*the next day*

"Okay peter, keep it cool, worst case scenario i'm forced outta town by angry people- huh?" instead of something unimaginably terrifying, he saw everyone, including the teachers and principles were wearing spider-man shirts while putting up a new sign for canterlot high, with him as their mascot.

"This is weird..." peter muttered as he heard cheers from the students as soon as they noticed him, but the happy times were short lived, because someone in a mask walked towards the school.

"Oh, such a nice school... too bad i'm gonna destroy it." the mystery man said as he powered up his gloves, which looked like the ones spot wears! peter changed and slipped his mask over his face just as he was face to face with the mystery man.

"peter parker, nice to meet ya maskey! " peter said as he leaped to the man. Peter tossed him around for a bit, but he was surprised and stunned, the man taking the time to cause a tower to start tipping.

"I'd love to stay and chat, but I've got places to be! have fun with the building!" the man bolted as the tow was leaning towards the entrance, a girl fell and was too scared to get back up, she closed her eyes and screamed when she thought for sure she was going to die, but after a few seconds of nothing but grunting, she opeend her eyes to see peter barely holding it up, spider-man saved her.

"GO!" peter yelled at her until after she was out of danger, then he pushed with all his might until it slowly went back to it's original position.

"Guess it really is him..." Principle Celestia muttered to her sister, staring in awe at what a 16 year old did.

"Indeed sister..." Vice Principle Luna agreed with her older sister, staring as well. it took the rest of the day and a ton of webbing to fix the damage, but peter felt good, plus he got a day off from school!

*the next day*

"What's this about blaster?" peter questioned spot in a large meeting room, instead of spot giving him an answer, the Mayor answered for him

"A new law has passed Spider-man, what happened at the school was unacceptable, wreckless abandon of lives, destruction of property, attempting to offer clemency to a very real national threat-" peter stopped the mayor right there.

"Forgive me Mayor, but that girl is truly trying to make up for what she did- Don't touch me! I was there, she has done nothing wrong since that night!" Peter defended sunset shimmer.

"-As I was saying... A new law has passed, everyone in the city of Canterlot must sign the superhero registration act, meaning that any act involving crime fighting must get our complete approval." The mayor explained as peter said.

"You're gonna sign, right Peter?" steve asked peter.

"I'm out of here."

"Spider-man, if you walk out of this building, you will be labeled as a city class threat!" Spot called out to him, but peter ignored him as he walked out the door.

*later*

"And now you have to sign or be treated as a threat! I mean, I think we can agree none of us will sign, right?" Peter told them as Rarity, Rainbow, Applejack, Pinkie Pie and Fluttershy looked away uncomfortably.

"You signed... YOU SIGNED?!" Peter shouted as he slammed a fist down on the table at sugarcube.

"It's a good idea, no more reckless supers! We didn't expect you to understand." Rainbow countered with a voice to match peters.

"Was I reckless when I fought venom, was I reckless when I nearly gave my life to distract sunset shimmer-"

"What about when you nearly bit my head off? or when sunset tried to kill everyone?! OR WHAT ABOUT THE BOMBS!-" rainbow gasped when she realised what she said, and groaned as peter and sunset stood up, but before he walked out the door, he turned to the girls.

"As of right now, our friendship, is over." and with that, both sunset and peter walked away from sugarcube corner.

END OF CHAPTER!

Author's Note

And for some reason I decided to do a civil war... god I was fuckin stupid!

Chapter 11

"Would you have signed if you were given the option sunset?" Peter asked as they evaded the many super heroes and police looking for them by hiding in an alley.

"Ask me after we get back to the others peter, please?" Sunset said as they peeked out from the alley, she was obviously upset about this, not to mention just two weeks ago, after he left sugarcube, steve and spot both cornered them and nearly arrested them, had it not been for heroes who didn't sign from around the world, they would have and most of them were actually fans of peter so that was a plus.

"Fine, I can accept that, let's get going..." Peter relented as they made their way to the jet that would take them to their base, the only problem was the pilot was just captured, which meant he would no doubt blow his cover driving the damn thing.

"Get in, quickly!" Peter ordered, sunset nodded and rushed in as peter strapped himself in.

"Okay, years of playing flying simulators don't fail me now..." peter prayed, thankfully the flight was uneventful as they landed in the snowy grounds of antarctica.

"Tango has been captured guys, repeat Tango has been captured!" Peter warned as he and sunset entered the base, though going back to canterlot brought up some painful memories.

*flashback*

"Our friendship, is over." Peter said as he and sunset walked away from their former friends before being stopped by spot and tony, Spot was given an armored version of peters own suit, and tony was now given a suit of high tech armor identical to the iron man he knew.

"Were giving you one chance to come peacefully spider-man. I'd hate to fry my former friend with my new repulsor rays."

"If you are even an ounce of the iron man I know, you'd let us go." peter said bravely, even as he heard the repulsors power up, a large jet landed and out came at least fifty superheroes of all age race size and gender.

"Come on get in quickly!" one of them said as he lead both of them in, while keeping their weapons locked on the two in front of sugarcube corner.

"Thanks for the save back there! who are you guys anyway?" Sunset asked as peter sadly sighed as he tore off his mask.

"Were the resistance, actually just the vigilantes who didn't sign, you know spidey, you actually inspired alot of us to put on a mask when you're popularity went global?" This seemed to snap peter out of his depression caused by losing almost all of his friends and being public enemy #1.

"Really? Wow, I don't know what to say!" Peter exclaimed, that was how all this came to be, him.

"It's my fault..." Peter muttered, causing everyone to look at him.

"Wha- How is this your fault?" Sunset asked, confused as everyone else

"If I had never come here, The registration would have never been approved... I'm sorry." this was 3 weeks ago, and peter had had enough, they were at an airport, and so were the people who signed, army vs army, friend vs friend...

"It doesn't have to be this way, we all used to be best friends!" Peter reasoned as he stared at them.

"That was before you decided you were above the law!" Spot yelled, hands prepped to shoot out webbing.

"You don't deserve to wear the design Spot, you should leave, we outnumber you ten to one." Peter warned, but groaned when he saw one of them grow to giant size.

"Great, they have a giant man now!?" Peter questioned, but immediately got an idea.

"How do we beat something that big spidey?!" One of his team asked, firing high pressured web balls at giant man. peter immedately attached a web to giant man.

"OKAY EVERYONE, YOU EVER WATCHED STAR WARS?! YOU REMEMBER THAT SCENE IN RETURN OF THE JEDI WHERE LUKE USES HIS CABLE TO TRIP THE AT-AT?!" Peter shouted, everyone getting the hint. two of them used their jetpacks to uppercut giant man.

"And stay down!" Peter yelled afterwards. it took forever, but both teams were left severely wounded, including peter.

"This isnt over Parker... I swear I won't stop until I bring you in!" Tony yelled while flying away.

"I know..." Peter muttered as they walked away.

*Antarctica, 24 hours later.*

"We did good out there team..." peter said, everyone murmering an agreement.

"So we got out butts kicked, it happens to the best!"

END OF CHAPTER

Chapter 12

Peter was thankful they had someone on their team who could heal any wound, she was born with it after all, her parents had found out after their dog was nearly killed in a park shooting.

"Ah, Thanks doc! When this is over, i'm buying everyone drinks!" Peter exclaimed, causing the rest of them to cheer. Peter stopped and looked at the door with a puzzled look.

"Uh, What's he doing?" one of them asked, confused.

"Spider-sense, warns me of danger, and its coming for that door so get out of here right now!" right after he finished that sentence, the avengers and spots team blasted the door down.

"Everyone stand down or we will take lethal action!" Spot yelled, but they still scrambled through the emergency exit and into the plane, determined to take the fight to the mayor. though peter was determined to win, he froze when he saw the girls, all wearing iron man like armor, but fitted to their frames arrive late.

"Get out of here, we only gave you those suits to protect you!" Tony yelled to the girls, but rainbow scoffed and flew right at peter, only to get webbed in the face then knocked out by one strong punch, peter then threw her back to them.

"Get back in the jet and back to canterlot... and let the grown ups talk girls." mocked peter, a cocky smirk on his face.

"We didn't come here to fight peter, we came to negotiate, we only threatened them to get them out of here." Tony explained, helmet lifted up to expose his face.

"Really? they seemed eager to attack." Peter said as he saw them glaring at him while tending to rainbow, who was just now waking up.

"Leave girls. now." it took some time, but they did agree to leave, but once peters back was turned, spot punched him.

"The mayor gaver us specific orders spider-man, bring you in or take you out, you're too much of a danger to be brough in, so we have to take you out." was all tony said as he charged a repulsor, but this backfired when peter webbed his hand, causing the gauntlet to fire and explode, rendering the hand useless and tony unconscious.

"Negotiate my ass, now speaking of asses, you ready to get yours kicked spot?" Peter asked as he charged at spot. Peter had already proven he could brutally beat any of them in a one on one fight, so spot had to stall him until tony woke up. Catching peters punch and throwing him back.

"You've been practicing, or is that suit giving you an edge?" Peter asked, kicking spot in the stomach.

"Suit enhances my strength and agility, gives me a nice advantage doesn't it?" it didn't take long before spot was barely able to stand, but then tony woke up, and they quickly gained the advantage, after a few minutes peter was left in a bloody puddle.

"after we get back to canterlot, we'll be going after your friends. I'm sorry it had to come to this peter..." Spot said as he heard the sounds of peter trying to stand up.

"We used to be friends... sunset... she was-"

"She IS a wanted criminal, as are the rest of them. and once we find them we'll bring them back for lockup, we won't come after you since you're all alone in this now. you can get out on your own you piece of shit." was all tony said as the two limped out, leaving peter to his thoughts.

*outside*

"after were healed up, if he's still here we'll bring him in, trust me spo-" before Tony could finish, they both heard a faint voice.

"Self destruct in 3..."

"NO!" Immediately, they both ran as fast as they could, but the building exploded before they got to the door. both tony and spot fell to their knees with shocked expressions. both waited until the smoke cleared, but only found his tattered mask hanging from a metal support pole, one lense missing and the other cracked, grabbing it and leaving for Canterlot.

*at canterlot, one day later*

Their jet had just landed as they were rounding up the resistance, but then the girls asked where peter was, only to be handed the ruined mask. after peter's apparent death, it didn't take long for the mayor to be forced to cancel the registration.

*two weeks later*

"Sunset, wait up!" Sunset turned around to see the girls.

"So... we wanted to apologize for signing, that was super uncool of us to turn our backs on you and... yeah. we get it if you don't forgive us-?" Rainbow started, but stopped when sunset hugged them.

"Friends go through fights all the time, I forgive you completely..." Sunset said with a big grin, happy that the gang was back together, well mostly anyway.

End of chapter

Note: There's only a few more chapters left in this story until the ACTUAL death of peter parker, then I plan to have one more to end the story.

Chapter 13

It's been 1 month since the events of civil war, but a recent spring of viscous assaults have been popping up, committed by an unknown assailant, but he's got to slip up eventually, and the police finally caught their break when the avengers managed to trip him.

"All right buddy, you've got a lot of explaining to- what?! no, it can't be!" Tony gasped, but within seconds they were knocked out by spider-man or at least someone who looked like him but in a black suit with a large spider, who promptly left after dealing with the avengers, who were hospitalized for their injuries, but not before telling them who it was.

*later*

"I wonder how the girls will react..." Peter wondered as he shot a web at a building, only to have the web vaporized into dust.

"What the heck?!" Peter questioned before being tackled by spot, wearing his spider armor, both landed on the streets below.

"Did you wake up on the wrong side of the bed or are you just angry to see me?" Peter asked while kneeling next to spot, clearly forgiving him for what happened in the base a month ago*.

*That happened in the Last chapter!*

"Grr, now you decide to start talking again?" Spot questioned while he fired repulsor blasts, peter dodging most of them, but one grazed his side, tearing his costume.

"Did you forget the civil war or what- I get it, you wanna know how I survived? well it all started when I heard a countdown- WOAH!" Peter fell to the floor when Spot hit his face.

"Stay down bastard!" Spot warned with a noticeable growl in his voice, peter was ready to fight seriously, but once he saw the others approaching in similar armors, each with their own twist on his own costume and took it as his cue to leave. with a few elegant leaps, peter managed to escape, but not before felicity (that's the one who gawked at him when they first met by the way!) fired a repulsor blast, going straight through the side with the tear in the costume, drops of blood already leaking out as he threw a smoke pellet.

"Gah!" Spot groaned, but after a few seconds the smoke cleared, but a trail of blood led into an alleyway. Spot and co slowly approached the alleyway and only found a discarded backpack.

"Damnit, he got away..."

*Meanwhile*

"I would just like to start off by saying it's not what it looks like girls!" Peter said quickly at his former friends, sitting with his back to sunset's door with blood dying his makeshift web bandage.

"You've been hurting people, robbing banks in a different costume to fool everyone and you want our help?!" Rainbow said, her voice rising every second.

"Black costume, bank robberies- WHAT THE HECK ARE YOU ON ABOUT?! I haven't set foot in Canterlot since I walked out of that cafe and ended our friendship!" Peter said, his own voice rising.

"Well something isn't adding up, we can all agree on that!" Sunset said, trying to be the voice of reason. after looking back at everything that's happened, and what he supposedly did, Peter finally figured it out.

"Venom! He's framed me by committing crimes with my appearance!" Peter said, forcing himself up and quickly grabbing his side afterwards.

"If it's true, you are way too weak to hold a kid, let alone go toe to toe with him!" Sunset reasoned.

"Done it before... I can do it again, and if you want to help me then step aside." Peter said with a glare, and after a few seconds he shoved her aside completely forgetting his costume on the way out.

*elsewhere*

"Spider-man, stand down now!" Spot said, taking aim at venom.

"come on spot, you couldn't beat me back in Antarctica, what makes you think you stand a chance now?!" Venom said, confident in his lying ability.

"Wait, you didn't beat us, we beat you! which means... oh god, We killed peter, again!" Spot realized, and venom, now realizing the charade was over, transformed to his true form, the hulking, 8 foot monster known as venom. venom quickly beat spot unconscious, and was about to kill him when a child shot silly string at him in a spider-man costume, causing venom to chuckle as he got up and looked down at the child.

"Brave boy, are we supposed to be scared of you?" venom asked, glaring at the boy, but spot shot him in the back before he could hurt him.

"From me to you, go choke on it..." Spot said before falling unconscious again.

"WERE GOING TO KILL EVERYONE, AND NOONE CAN STOP US NOW!" Venom roared, and as if on cue, his face was covered in real webs.

"Hey spider-man." Peter said, causing the boy to turn around and pull up his mask.

"Your back!" He said while hugging peter's leg.

"Yeah, thanks for sticking up for my friend, you are the bravest kid I've ever seen, but I've got this, you go back to your parents alright? go, go!" peter said, tapping him on the back as he ran back to the crowd. as venom ripped off the webbing, peter tapped a button on a watch that had his mask design on it, and within seconds he was wearing a lightweight, super flexible prototype spider armor with a built in oxygen pack and jet boosters on the boots.

"You're back parker..." Venom muttered, hardly believing it himself.

"Yeah, and this is gonna be our final dance venom, so I hope you're ready!" Peter said as they both charged at each other, both ready for the final battle for canterlot.

END OF CHAPTER

Chapter 14

Both of the blows collided with their targets, sending them both to the ground.

"Tony, what're the chances of peter winning this fight?" Spot questioned.

"Okay hold on, if he's only putting five percent of his full force into each punch and kick, and we take into consideration the fact that venom seems to dwarf spider-man in brute strength... I'd say... a two percent chance of peter walking away from this." Tony deduced, earning shocked expressions.

"ONLY TWO?! PETER YOU CAN'T HOLD BACK THIS TIME, YOU ONLY HAVE A TWO PERCENT CHANCE OF WINNING!" Spot shouted, and peter understood, he couldn't hold back anymore, catching venoms punch and brutally punched venom, taking his jaw clean off.

"yoo dook our daw off yoo mobster!" venom said, and for the first time in his life, venom experienced true fear.

"I'm done with this rivalry of ours venom, you cause trouble, I show up and knock you around, you go to jail and we rinse and repeat, but NO MORE!" Peter shouted, punching venom in the stomach, and then grabbing him by the hand and throwing him into the air before falling to his knees and grasping his side, fresh blood seeping out of the cracks of the armor.

"Honestly, that's about all I had in me..." Peter muttered as mare do well helped him up.

"Heeeeeeeeeyyyy, I didn't notice you there!" Peter said, slightly out of it from the blood loss.

"Easy big guy, were gonna get you to a hospital an-" Minuette started, but was cut off by peter.

"No hospitals, not until I stop him..." Peter muttered, and proceeded to push her away. meanwhile tony was looking at his calculations again.

"Guys, I just redid my calculations..." tony started, to which the others looked at him.

"and?"

"He now has a twenty percent chance of stopping venom." Tony explained.

"What if we joined in?"

"He knocked all of us out with one punch, and took everything we had without so much as a scratch! if anyone has even the slightest chance of beating him, it's peter." tony reasoned, and he was right, peter was the only one who could actually hurt venom, maybe even kill him.

"but he's bleeding out right now-" spot started, but tony jumped in.

"Because of us! we just had to take those stupid suits! and now he may not even beat venom" Tony yelled, and then punched his hand through the nearby wall. peter on the other hand, wasn't doing so good against venom, only just dodging his attacks now.

"N-Nice of you to regenerate your jaw by the way, means I can punch it off again!" Peter said before noticing a large cable that fell from a tower, taking the opportunity to grab it and shove it in venoms stomach, causing venom to scream in agony before pulling it out.

"Surprised? well it's very simple, we have evolved, electricity and Sonics no longer effect us. so in other words, YOU CAN'T BEAT US!" Venom roared as he tore off peter's helmet and proceeded to crush it. before peter had time to react, venom grabbed him by the hair, lifted him up and repeatedly punched him in the stomach, to the point that blood splattered sunset in the face, her being the only one who could show up, the others were being forced to stay in their homes by their parents. venom let peter fall to the floor, blood drizzling out of his mouth, venom ruptured at least one major organ if not more, if he was going to pull out some kind of trump card, now would be a good time to use it! Meanwhile venom slowly walked towards sunset, too terrified to even move, even as venom brought his hands together and his arms up, she couldn't move, she was petrified.

"It was nice knowing you, actually no it wasn't! say hello to the other side!" Venom said, but in that instant, he felt someone wrap his arms around his waist, and squeeze as hard as they could.

"This is my last chance to take you down! hope you like space venom!" Peter yelled before a space friendly helmet wrapped around his face, and the thrusters activated, sending them both into space.

"What are you doing parker!?" venom questioned with a level of anger in his voice.

"ENDING THIS!" Peter yelled, hoping to god that this works.

*in canterlot*

"Peter, what the heck are you doing?! that suit only has a few minutes worth of oxygen! don't die sending him to space!" Tony warned.

*Who says I'm sending him into space? He wants the earth so much, he can have it!* Peter said over the com, his voice definitely shaking.

*in space*

Without warning, peter deactivated the thrusters, and they both went falling down back to earth. with a little effort, venom pried peter's arms off of him and the two exchanged blows in space as peter grabbed on again and started pushing him down

"ARE YOU INSANE?! YOU'LL KILL US BOTH!" Venom questioned, but peter's answer is what truly scared venom.

"IF IT MEANS SAVING BILLIONS OF PEOPLE, THEN MY LIFE IS BUT A SMALL PRICE TO PAY FOR KILLING YOU!" Peter yelled, and it was in that moment that they reentered the atmosphere, that venom realized that he had caused his own end, by pushing peter over the edge, peter was willing to kill him to save the earth.

*in canterlot*

"What's he doing? oh god- EVERYONE GET BACK!" Spot and the others yelled, and everyone barely managed to get clear of the blast zone as peter and venom hit the ground, causing a shockwave of dust, and causing every nearby window to shatter. after a few moments, a shadowy figure stood up in the dust, and out came a severely battered, bruised and bleeding peter parker, who only managed to take a few steps before falling to the ground, mare do well catching him just as the rest of the girls managed to show up.

"I-Is he?" Peter weakly asked, mare do wells shaky nod giving him all the confirmation he needed.

" e-everyone's safe, that's a-all that ever m-..." Peter muttered before falling silent mid sentence, afterwards she looked up.

"He's gone..." Mare do well said quietly, confirming everyone's fear, peter parker was dead, and he wasn't coming back.

END OF CHAPTER!

Chapter 15

"And that's what happened, I'm so sorry Princess Twilight!" Sunset said, noticed the tears threatening to fall on twilight's face.

"Y-You're joking right? I mean, t-this is just a joke right?" Twilight asked, her voice heavily cracked from listening to that whole story. instead of a response, they took her to his grave, and that's when she fell to her knees and cried uncontrollably, the girls comforting her until she forced herself to stop crying after a few minutes.

"I-I need to be strong, he would have... we need to stop the sirens!" Twilight said as she shot up and they ran back to the school. She would probably never tell anyone but she still loved him, and nobody else could fill the hole in her heart except him.

THE END

Author's Note

And that wraps up Spider-man in Equestria: Fall of a Hero!

Chapter 7

*Canterlot high, two months after spider-man's death*

Sunset had grabbed a book out of her locker with her cutie mark on it.

"I used to write in this all the time back then, it's the only way I know of to contact someone in equestria from here..." An uncomfortable silence followed, canterlot city was still shaken up about the death of their hero, who they turned on in his final months, no one talked about him, no one mentioned him, and no one brought him up, not because they didn't care, it's because they couldn't. it hurt knowing that he never stopped protecting them even after what happened.

"Are you sure it's a good idea to bring Princess twilight here? We still haven't told her what happened-"

"We can tell her when she gets here, trust me rainbow, if anyone can find out what's up with those girls, it's twilight!" rarity handed her a pen and she started writing after a sigh.

*equestria, Princess Twilight Sparkle's castle*

"Err, What do I do with these books Princess twilight?"

"Oh! you can just set them all over there."

"Even this one that's glowing and vibrating?" immediately twilight levitated the book over to her and her friends as she read it.

*princess Twilight, we have a situation at canterlot high. we really need your help with these three weird girls! they all wear these red necklaces and their singing caused a fight in the cafeteria, also... there's something we have to tell you about spider-man.*

*Canterlot high*

The girls waited for twilight to send a message, but instead found her flying out of the portal, landing on her butt.

"Twilight!" the girls ran up, but sunset offered twilight her hand to her, which she took after some consideration.

"I've got some bad news about these girls!" it only took her a few minutes to tell them about the sirens.

"So, you mentioned you needed to talk to me about spider-man, what's the matter?" the girls looked around while fidgeting nervously.

"Well, it started like this, 7 months ago..."

END OF CHAPTER!