Spiders and Destiny: The Fall of Wolf-Spider

by Wolf-Spider

Rating: teen
Tags: Adventure, Princess Celestia, Crossover, Wonderbolts, Main 6, Lightning Dust, My Little Pony: Friendship is Magic, Alternate Universe, Romance, Drama, Original Character
Length: 15710

Thrilled by his experience with the Arch Goblin, Midnight Wolf returns home to live with his Girlfriend, Twilight Sparkle. Under the watchful eye of his teacher, Princess Celestia, Midnight starts to embrace his newfound identity as Wolf-Spider.

This is a sequel to The Deadly Wolf-Spider
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Thrilled by his experience with the Arch Goblin and The Queen of the Changelings, Midnight Wolf returns home to live with his Girlfriend, Twilight Sparkle. Under the watchful eye of his teacher, Princess Celestia, Midnight starts to embrace his newfound identity as Wolf-Spider. He also tries to return to his normal daily routine -- distracted by thoughts of proving himself to be more than just a 'deadly' superhero in Equestria. Midnight must soon put his powers to the test when the evil Condor emerges to threaten everything that he holds dear.

Intro Theme:
(base and credit link #1: vector-brony.deviantart.com/ar…)

(base and credit link #2: animalia-life.club/other/my-li…)

(base and credit link #3: sakyas-bases.deviantart.com/ar…)

Published 2017-08-16 23:00:11 UTC
Last updated 2017-10-17 18:35:34 UTC

Chapter 1. Equestria's Changing, Everypony....

“Rainbow Dash! The fastest pony in Equestria. If only she knew how Soarin felt about her. But she’ll soon will….if she pasts the Wonderbolts Academy, that is. But this is not about her. This is about me…..kind of. Not to brag. I made a choice once to live a life of responsibility. A life Rainbow Dash could have. Who am I? I’m Wolf-Spider given a job to do. And I’m Midnight Wolf..and I too have a job…..to take care of my friends at least”.

Yeah….we’ll get to that later. But meanwhile in Cloudsdale, Rainbow Dash got into the Wonderbolts Academy. She got partnered up with another Pegasus named Lightning Dust. Both of them were fast than you could even say “wow”. But when Lightning Dust got the role as “Lead Pony” and Rainbow Dash got the role as “Wing Pony”, Rainbow Dash felt kinda disappointed. But that didn’t hurt her confidence. In fact, that boosted her confidence up. So..in one of the courses, the teams had to destroy a few clouds and the team with the most clouds destroyed wins. Every single team was doing fine but Rainbow Dash and Lightning Dust were doing way better than any of them. So Lightning Dust came up with an idea.

“I have an idea about how we can literally ‘blow away’ our competition” Lightning Dust said.

“But...we’re already ahead” RD complained.

“Look. Are you in or not?” Lightning Dust said in a annoying tone.

Rainbow Dash heard a previous voice of Spitfire in her head that said “Lightning Dust likes to push herself harder than you do. That’s why I made HER lead-pony”. That made Rainbow Dash feel like she can do better than Lightning Dust. So...she says she’s in.

“Then follow my lead” Lightning Dust said as they both started to…..create a giant tornado!

The tornado literally cleared every cloud in it’s path. There was no stopping it’s tracks. But…..there was only one problem. Lightning Dust was starting to lose control. When she couldn’t control the tornado anymore, she flies out of it and so does Rainbow Dash. The tornado was destroying everything. Just then….a hot air balloon pops out from the clouds. It was the Mane Six and Midnight. The tornado was heading right toward them.

“It’s a twister!” Applejack shouted.

Right then and there, the tornado sucks the hot air balloon in it, with Midnight and the Mane Six inside. When Rainbow Dash got up, she saw her friends inside the tornado. Some of the ropes got snapped and the hot air balloon sends everypony flying.

“NOOOOOOOO!”

Rainbow Dash tries her best to fly as fast as she can to save her friends. While they were falling, Midnight tried to shoot some organic webbing to save them but no webbing came out.

“Really?! Now?! This is a really bad time to run out of webbing! I should have drank that cup of water Twilight left out on the table for me when I had the chance!” Midnight screamed. Both Fluttershy and Midnight couldn’t use their wings to break their fall because they were falling too fast for the wings to stop it. So with all of her might and speed, Rainbow Dash managed to merge four clouds into one giant cloud and spinned around it so fast that it does break their fall and it sends them flying...again. The rest of the Wonderbolt rookies manage to catch Midnight and the Mane Six and drop them off to safety.

“Are you guys okay?” Rainbow Dash said in a worried voice.

Everypony started to have a group hug and when Rainbow Dash saw Pinkie Pie, Pinkie shed a few tears and tackles Rainbow Dash.

“You...remember me!” Pinkie Pie said in a happy voice.

“Uh...yeah. Of course I remember you. But….what are you all doing here?” Rainbow Dash
questions her friends.

“We done wanted ta fetch ya a care packayge. Didn't realize ya'd be in thuh middle awf some loco tornado drill” Applejack answered.

Then out of the blue, Lightning Dust shows up and shouts “That. Was. AWESOME!”.

Rainbow gets furious and says “Awesome? My friends could have been smashed to pieces!”.

“Yeah. But they weren’t, right? Can’t say the same for the clouds. We totally wiped them out with that tornado. The other cadets will up there for days to bust as many we did” Lightning Dust shrugged off and offered Rainbow Dash a hoof-bump.

But Rainbow Dash ain’t having none of that and says “A hoof-bump? Seriously? You’ve made me clip my wing. You’ve sent half of our class into serious tailspins on the obstacle course. You’ve unleashed a tornado that nearly demolished my friends!”.

“Yeah? And?”

“AND I get that you want to be the best. So do I. But you’re going about it in the wrong way!”

“The Wonderbolts don’t seem to think so. After all, Spitfire made ME the leader and YOU the Wing-Pony”.

“..........You’re right. She did”.

A few hours have past and Rainbow Dash complained to Spitfire herself about Lightning Dust’s reckless actions. When she said if she’d thought that was how they earn respect, then she didn’t needed to be a wonderbolt anymore. So….she quit. So after some thought, Spitfire realized it finds Lightning Dust and tells her she she’s out.

“What?!” Lightning Dust asked.

“You heard me! You’re done! You’re actions caught a few ponies in the crossfire!”

“How was I supposed to know they were gonna be there?!”

“You should have thought about that when you created that tornado in the first place”.

“But Rainbow Dash helped me too!”

“But at least she knew that it was a bad idea from the start. So, I expect you show up at the entrance right now”.

“But...you can’t do this to me! I….I’m one of your best flyers in this Academy…..YOU KNOW HOW MUCH I’VE SACRIFICED?!.........Spitfire. Please”

“Lightning Dust. You can’t just do what you want without consequences. I’m sorry but….you’re out Lightning Dust”.

“Rainbow Dash! How dare you storm out of my office without giving me a chance to respond. The Wonderbolts are looking for the best flyers in Equestria. But you were right. Being the best should never come at the expense of our fellow ponies. It’s not just about pushing ourselves. It’s about pushing ourselves in the right direction. You’ve shown that you’re capable of doing just that” Spitfire said to Rainbow Dash.

Lightning Dust shows up behind Spitfire in shame. Spitfire walks up to Lightning Dust and rips her Lead-Pony badge off her suit and Lightning Dust walks away...but to look back at Rainbow Dash to see that she’s the lead-pony now instead of her. Lightning Dust gives her the glare as she walks away.

Lightning Dust is at her secret home away from home watching the tv and started watching the news.

“Yet another day, yet another save as the Deadly Wolf-Spider saves four tourists in a out of control kart from falling off a cliff. One of the tourists had to say this after it happened”.

“I thought me and the others were about to meet our doom when all of a sudden, he just swoops in out of nowhere and saved us all. I can’t thank him enough for saving our lives”.

“And in other news, the Wonderbolts were glad to show us all the newest member of their team, Rainbow Dash-”

When the news pony said that, Lightning Dust gets furious and throws the tv remote at the tv screen. She felt replaced. Meanwhile on her couch, Dr.Caballeron was just chilling there and he says “So now I’ve heard that they’re calling her Rainbow Crash”.

“Yeah, it’s all rigged” one of the doctor’s henchmen said.

“Hey boss. We found some old technology junk that we’ve found buried in the back. Think we should throw it away?”.

“Do what you want with it. I’m not gonna use it” the Doctor replied to his henchmen.

“Too bad, we could have made some pretty cool stuff from all of that Wonderbolt junk”.

Lightning Dust looked at the junk and..got a wonderful idea. Lightning Dust just got a wonderful...awful idea and smiles.

“No wait. I’ll tell you what. Let’s keep it…...Equestria’s changing everypony……..It’s time we changed too”.

Lightning Dust walks up to the junk and starts to forge an evil smile on her face……

“You know what they say. Revenge...is a dish. Best. Served. COLD!”.
___________________________________________________________________________________________________________________________
To Be Continued......

Chapter 2. ......Time We Change, Too!

Five months later…... It was a beautiful day in Ponyville, lives were in perfect harmony. That is...except for one pegasus named Midnight Wolf in his Wolf-Spider costume and is swinging across Ponyville. Since then, everypony has forgotten who Wolf-Spider is. He seems to be in a good mood, today.

“What do you got for me today, Ponyville?” Wolf-Spider asked himself.

As he looks around town to see if there is any trouble, he spots the CMC chasing a ball but the problem is that they’re heading in the streets to get it and there’s a taxi that’s about to run over them. So, he lets go of the web line he was holding and starts diving. When he got close enough, he shoots a web line to catch himself and swings in to catch the girls just in time and drop them off on the sidewalk again.

“Hi girls. No playing in the streets” Wolf-Spider said to the girls.

“Yes, Wolf-Spider” the CMC replied.

“See ya”.

Wolf-Spider starts swinging away and another day yet another life saved...three actually. Suddenly, his earpiece goes off and he looks to see that it’s Twilight. It took him a second why she was calling him but when he realizes it, he knew he messed up. He was supposed to be at the ceremony about Twilight becoming a princess.

“Hi, um...sorry I’m running a little bit late. I got...stuck in some traffic” Wolf-Spider lied.

“Midnight, you’re timing is terrible. The ceremony is about to start. Where are you?!” Twilight asked Wolf-Spider back in Canterlot.

“I’m on the train right now. I’ll be there in about…….ten minutes. Tops”.

“Wait a minute….are those swinging noises?”.

“...........No”

“Midnight?”

“Nope. No swinging noise. I don’t know what you’re talking about. See ya there, “princess”. Love ya”.

Wolf-Spider hangs up and Twilight gets annoyed. Back at Canterlot, Celestia walks up to the balcony of the Canterlot Castle, about to announce the ceremony. Twilight gets worried and hopes that Midnight will make it in time.

“We are gathered here today in celebration of a momentous occasion. My most faithful student, Twilight Sparkle has done many extraordinary things since she’s lived in Ponyville. She even helped me reunite me with my sister, Princess Luna. But today, Twilight Sparkle did something extraordinary. She created new magic, proving without a doubt that she is ready to be crowned Equestria’s newest princess! Fillies and Gentlecolts, may I present for the very first time, Princess Twilight Sparkle!”

Meanwhile outside the castle, Wolf-Spider manages to make it in time. He swinged to the nearest window, found a closet, and changed into his celebration suit...but when he got out of the closest, he forgot to take his mask off. Once he felt his mask on his face, he started panicking and went back into the closet, and back out, running to the ceremony, and makes it. There was sweat all over his face. Rainbow Dash questioned it but Midnight just shrugged it off. Twilight looks behind her to see Midnight beside her and she smiles in glee that he made it. So...Twilight walks up to the balcony, and says her speech.

“It’s easy to feel….hopeful on a beautiful day like today. But there will be dark days ahead of us, too. There will be days where you feel all alone….And that’s what hope is needed most. No matter how buried it gets, or how lost you feel, you must promise me...that you will hold on to hope. Keep it alive. We have to be greater than what we suffer. My wish for you...is to become hope. Ponies need that. And even if we fail, what better way is there to live? As we look around here today, and all of the ponies who helped make us who we are, I know it feels like we’re saying goodbye. But we will carry a piece of each other into everything that we do next. To remind us of who we are. And who we are meant to be. I’ve had the best three years with you. And I couldn’t thank the ponies who made me who I am today: Rainbow Dash, Applejack, Rarity, Fluttershy, Pinkie Pie, and the love of my life, Midnight Wolf”.

All of her friends started shedding tears of joy. Especially Midnight. He couldn’t be anymore proud of her. Who would have thought that the hero of Equestria’s love life would be Equestria’s newest princess. Twilight becoming princess was the true meaning of Midnight’s mother’s words “With Great Power Comes Great Responsibility”. Guess things change in time. During the aftermath party, Rainbow Dash and Midnight were just chilling while Twilight was ‘killing it’ on the dance floor. While they were chilling, Midnight decided to go get a sip of punch. While he was getting some punch, a red pegasus was drinking some punch as well. When he saw Midnight, he said “You know, I guess one pony can make a difference. Nuff said” and he left the scene.

Midnight just asked himself “Was that who I think it was?.....Naaaaa”. Meanwhile at the other side of the party, Rainbow Dash was still chilling. Until she heard a familiar voice.

“Hey Rainbow Dash”

Rainbow Dash looked to the sound of the voice and and turned out to be…...Lightning Dust! Rainbow Dash is shocked. She hasn’t seen Lightning Dust since she left the Wonderbolt Academy five months ago.

“Lightning Dust?! Wha-What are you doing here?! Most importantly, what happened to you after you left?!” Rainbow Dash questioned Lightning Dust.

“Well...let’s just say I’d took some time off and had to think about something…..and you are right. A there is a real difference between pushing myself and just being reckless. I’m not proud of what I did and I won’t forgive myself for what I did. All I am saying is...I’m sorry. You deserve you be leader. So…..are we cool now?” Lightning Dust asked Rainbow Dash, offering her a bro-hoof.

Rainbow Dash had to think about it….she felt a little suspicious but...it has been five months so maybe Lighting Dust has changed. So…...she gave her a bro-hoof and says “Yeah. We’re cool. Good to have you back”.

To Be continued.......

Chapter 3 Mysterious Attack

After the after party, it was getting late and it was time for everypony to leave. While Midnight and Twilight were leaving the party, Midnight comes across a newspaper stand the paper catches Midnight’s eye. He reads the paper and it reads “Mystery Wonderbolt Hater?: Last night, the Wonderbolt academy got attacked and left condemned for investigation. There was graffiti all over the walls, the symbol of the entrance got demolished, and Spitfire's office got trashed. Security found footage of the pony who destroyed the building. But there seems to be no answers at this time. Who could have done this to harm the Wonderbolts reputation? Whoever did this must hate the Wonderbolts very much”.

“That’s weird. Who could do this?” Midnight asked himself, feeling a little bit curious about the attack. “Twilight, I’m sorry but I gotta go. I’ve got to go investigate this attack”.

“It’s okay. I understand. Just go get’em, tiger” Twilight replied with an understandable smile.

Two hours later at the demolished Wonderbolts Academy, Wolf-Spider swings in and lands at the front entrance of the building. Looking around him, all he saw was the rubble the mysterious attacker left behind. He puts his left hoof up to his left ear where his earpiece and contacts Twilight.

“Twilight, can you hear me?” Wolf-Spider asked Twilight over his earpiece.

“Loud and clear, Midnight. How’s it going, over there?”.

“The place looks completely trashed. I’m gonna take a looks inside”

“Alright. I’m activating your detective mode into your mask. You see anything?”.

“I’ve found a few hoofprints on the ground. This must be the attacker’s hoofprints..and it says...these hoofprints have been recent. Which means...the attacker is here somewhere”.

“Hang on. I’m getting weird signs of……..smoke? Whoever did this must have used a type of weapon to destroy the place.”

“Twi, can you scan the smoke signature and track it down?”

“On it…..got it! It’s…...in Spitfire’s office?’

“On it!”

Wolf-Spider starts flying throughout the entire building until he finally reached Spitfire’s office. He breaks down the door and starts investigating. He looks at the desk and spots the attacker’s hoof prince once again. The attacker appeared to be looking for something..but what is it that he/she is looking for? Suddenly, Wolf-Spider hears two voices coming from outside. He looks out the window and spots two ponies with a truck. He recognized both of them. It was Dr. Caballeron and his henchmen!
All
“Come on, men. We need to get this to the boss before somepony see’s us or sunrise” Dr Caballeron said to his men.

“I know, boss, but things would be much more faster if you helped out”.

“I’m your boss. Now hurry up and get these things in the van!”.

Wolf-Spider sneaks up behind the ponies and shouts “Hey, if you wanna buy things, there’s a ten percent off price at the store just around the corner” as he shoots a string of webbing onto the doctor’s hoof. But the doctor countered it by grabbing the webbing, yanking it towards himself which sends Wolf-Spider flying towards him, giving him the perfect time to hit him with some type of gauntlet he has and sends Wolf-Spider flying at a pillar, and the earth shook for a little bit, causing the rest of the pillar to collapse and that pillar is holding a bridge.

“Oh no!” Wolf-Spider said in a blind panic as he uses his webbing to fix the bridge before it collapsed.

Just enough time for the doctor and his henchmen to run off in their van. Wolf-Spider starts to chase after them. While he’s chasing them, he contacts Twilight to tell her to contact Spitfire. As of right now, Wolf-Spider is playing tug-of-war mixed with water skiing. Wolf-Spider tries his best to stop the van but it just keeps on leaving behind a mess wherever it goes.

“Come on! Allmooost theeeere” Wolf-Spider said to himself while reaching for the van. When he was just an inch away, his buzzing noise goes off. He looks behind and he says.. “Oh crud!”. A mysterious pegasus in a mechanical suit grabs Wolf-Spider by the right leg and takes his to the skies.

“HEY! Watch the suit!” Wolf-Spider shouted at the mysterious pegasus.

Wolf-Spider shoots a shot of webbing into the face of the attacker, causing him to let go of his foot. When he freed himself, Wolf-Spider managed to get a few shots to the attacker. Wolf-Spider jumps on the attacker’s back to see if he can shut down her mechanical wings but since the attacker is still blind from that web shot, she flies backwards into a building to crush Wolf-Spider. Soon enough, the attacker manages to get the webbing out of her face. So as soon as she spots Wolf-Spider heading her way, she uses one of her mechanical wings to slash Wolf-Spider’s chest.

“Uncool! Do you know how much these suits cost?” Wolf-Spider shouted.

“Stay out of my way, bug-boy. Or you’re not gonna live to see the next day! You’re dealing with the CONDOR, now!” attacker said, calling herself the Condor.

Wolf-Spider tries to shoot some webbing on the Condor’s mechanical wings, grabs them, and starts swinging her around like some type of swing. When Wolf-Spider lets go of the Condor, she goes flying out of control, hitting a building and damaged her wings a little bit. When the Condor looked at her damaged wings, she gets pretty ticked off. So..she swoops in as fast as a peregrine falcon and grabs Wolf-Spider with one of her wings.

“ENOUGH! We’re done here. I’ll give you this one chance. Don’t you ever, get in my way again!” Condor said as she threw Wolf-Spider up in the air and hits him with her wings like baseball bat, which sends Wolf-Spider flying very far….almost out of the park.

Wolf-Spider tries to use his webbing but when he tried, he was out of webbing already. Wolf-Spider spots a river and the thinks to himself “Oh boy. This is not gonna end well” as he lands in the water. Wolf-Spider swims up and swims out of the river to catch his breath. When he found a place to rest, he asked himself “Who was that? Who is this “Condor” character? Whoever she is, I have to stop her”. But before he could say anything else, a voice stops him.

“I wouldn’t count on that, kid”.

Wolf-Spider turned to the voice to see...Spitfire. Wolf-Spider tries to get up but just starts limping. Spitfire looks at the leg he’s limping on and she says “Your leg is in pretty bad shape, kid, My word of advice, go home and heal up”. Wolf-Spider denies it and keeps saying that he can handle it but deep down, he knows he can’t with that kind of leg.

“I know you’re trying to look out for me, Spitfire. But I’m perfectly fine. It’s just a limp. Whoever that was has dangerous and who knows what this “Condor” character will do to your reputation”.

“Listen….you’re in bad shape. Please, go home. For now on, leave this to us” Spitfire said as she flew away, leaving Wolf-Spider.

Wolf-Spider feels something different and asks himself…..”Did I just mess up?”

To Be Continued......

Author's Note

Picture made by Alvaxerox

Chapter 4 Under My Spell/Enchanted

Meanwhile in a secret base, Dr. Caballeron and his goons made it inside with the van, feeling relieved after Wolf-Spider trying to stop them. The Condor swoops in, takes off her helmet, revealing Lightning Dust, and stomps towards the doctor.

“What was that? What was the one thing I told you?! Never use your weapons in the open!” Lightning Dust shouted at Dr. Caballeron.

“You told us to grab the junk” Dr. Caballeron replied.

“Undetected! UNDETECTED! If you bring the authorities or the princesses down here, we’re done!”.

“I was only doing what I was told. You can’t blame me for defending myself from this “Wolf-Spider” character. He came to us! What were we supposed to do?”

“You know what? Just forget it! This is your last chance! If you pull another stunt like that without my permission, you’re done…..sheesh”

Lightning Dust flies away, in anger, slamming a door during her way in her office. She felt exhausted, She felt a lot of evil emotions….she decided to sing.

“Oh-whoa-oh, oh-whoa-oh! You’ll won’t know that you’ve fell. Oh-whoa-oh, oh-whoa-oh! Soon you’ll be under my spell!

Blindsided by the beat. Clapping your hooves, stomping your feet. You’ll won’t know that you’ve fell. Oh-whoa-oh-oh-oh. Soon you’ll be under my spell. Oh-whoa-oh-oh-oh-oh. I’ve got the music, make you move it. Got the song that’ll make you lose it. I say “jump”, you’ll say “how high?” Put your hooves up to the sky. I’ve got the music, make you move it. Got the song that’ll make you lose it. I say “jump”, you’ll say “how high?” Put your hooves up to the sky.

Oh-whoa-oh, oh-whoa-oh! You’ll won’t know that you’ve fell. Oh-whoa-oh, oh-whoa-oh! Soon, you’ll be under my spell.

Listen to the sound of my voice. Oh-oh, whoa-oh-oh. Soon you’ll find you don’t have a choice. Oh-oh, whoa-oh-oh. Captured by the web of my song. Oh-oh, whoa-oh-oh. Soon, you’ll all be singing along. Oh-whoa-oh. I’ve got the music, make you move it. Got the song that’ll make you lose it. I say “jump”, you’ll say “how high?” Put your hooves up to the sky. I’ve got the music, make you move it. Got the song that’ll make you lose it. I say “jump”, you’ll say “how high?” Put your hooves up to the sky.

Oh-whoa-oh, oh-whoa-oh! You’ll won’t know that you’ve fell. Oh-whoa-oh, oh-whoa-oh! Soon, you’ll be under my spell. Oh-whoa-oh, oh-whoa-oh! You’ll won’t know that you’ve fell. Oh-whoa-oh, oh-whoa-oh! Soon, you’ll be under my spell.”.

Lightning Dust looks at a picture of Rainbow Dash and forges an evil smile on her face and says “Soon, Equestria will be ours for the taking, soon” as she starts laughing.

Wolf-Spider managed to get back home despite the limp he had to suffer from his recent battle. Twilight ran to Midnight, trying to keep him steady. He got hurt real bad. Midnight took his mask off and tried to get to the couch.

“Midnight, are you okay?! What happened?” Twilight asked with a little worry in her voice.

“I’m alright, Twilight. It’s just a limp. I’ll be fine.” Midnight replied.

Midnight felt furious that something happened. Twilight saw that one of Midnight’s eyes turned purple and back to normal. Twilight questioned Midnight but he shrugged it off by saying it was nothing. Feeling confident that he needs to stop the Condor, Midnight went to the library and grabbed a special book, his suit, and went into his lab. Midnight knew he needed to upgrade his suit if he was gonna face the Condor again….so...he decides to sing while making his new suit plus used magic to make it powerful.

“I’m getting up. I need silk touch, an unbreakable suit and my foes need punch. Tell Equestria, I’m ready to go……....I’ve got experience, my table’s up, I’ve been through forests and deserts dust. This is it. It’s time to power up. Whoa-oh. Upgrade my suit. My armor, and my goal. I fight and watch my power grow. I only made it half way. Out of my way. Welcome to the new age, to the new age. Whoa-oh I. Whoa-oh, but Now I’m enchanted. I’m Enchanted. Whoa-oh, I. Whoa-oh, but now I’m enchanted. I’m enchanted.

I’ve made mistakes, I’ve fought my foes. Given up experience and emeralds. Found countless tools, so I can win. Whoa-oh……...Unbreaking two and sharpness one, I finally have a suit that doesn’t suck. This is it. It’s time to power up. Whoa-oh. Upgrade my suit. My armor, and my goal. I fight and watch my power grow. I only made it half way. Out of my way. Welcome to the new age, to the new age. Whoa-oh I. Whoa-oh, but Now I’m enchanted. I’m Enchanted. Whoa-oh, I. Whoa-oh, but now I’m enchanted. I’m enchanted.

All night, I’ve fought, I still haven’t died. Thanks to my suit, I feel enchanted all the time. Upgrade my suit. My armor, and my goal. I fight and watch my power grow. I only made it half way. Out of my way. Welcome to the new age, to the new age. Whoa-oh I. Whoa-oh, but Now I’m enchanted. I’m Enchanted. Whoa-oh, I. Whoa-oh, but now I’m enchanted. I’m enchanted”.

When he was done, he suit was never the same. Is was now just armor instead of thread. The eyes were connected to make it more intimidating and the wings were stronger than steel. After he finished his suit, Midnight felt exhausted. He tried to deny it but deep down, he knew he needed rest. So….he passes out. When he woke up the next day, he remembers that he finished his suit. He tries to get up but ends up falling back down because of that limp. He was still injured from last night but the pain was fading away slowly. He needs time to recover if he is gonna face the Condor again. He heads back to the couch to relax and he promises soon that he will catch the Condor and her henchmen and bring them to justice if it’s the last thing he’ll do.

To be continued

(under our spell is owned by Hasbro and Enchanted is owned by Beepbobvox)

Chapter 5 Midnight and Luna

After a long day of making a new suit….he is still slowly recovering. So...he decides to take a well deserved sleep. He deserved it. While he was sleeping, he was dreaming of him swinging across Equestria. While he was swinging around, he found himself in the Everfree Forest. He stops swinging and starts looking around. Eventually, he finds Princess Luna just standing in front of a statue of her past self: Nightmare Moon.

“Still having problems getting over it, Luna?” Midnight asked Luna.

“Yeah. Why do you ask?” Luna replied.

“Hey, we all have done terrible things that we regret in our lives. Even me. Why do you think I do this? It’s to always make my mother proud….even though I can’t forgive myself for what I did, we try moving on and make things right. It’s not what you’ve done in the past that defines who you are, it’s the choices you make right now that do.”.

“But, I’ve almost destroyed Equestria in the process….how can I forgive myself for that?”.

“.......Come...I’ve got something to show you.”

Luna follows Midnight across the Everfree forest to the Castle of the Two Sisters. Luna still remembers that was where Wolf-Spider and Nightmare Moon fought. But Midnight is not trying to show her the memories of their fight, he’s trying to show her something else. This is not just the place where Wolf-Spider and Nightmare Moon fought, it was where Wolf-Spider fought his mother’s killer.

“What is this?” Luna asked Midnight.

“This is where I found my mother’s killer...the one that led the timberwolves to her and took her away from me”.

Luna sees the old Wolf-Spider tossing the pony around in rage. The killer didn’t stand a chance. Wolf-Spider tossed him around like an old broken toy. Luna knew that Midnight was trying to show her something about this scene. When the old Wolf-Spider brought the killer in a chokehold and dragged him to a broken window, the shining of the moon revealed the killer’s face. The old Wolf-Spider stands there in shock because he knows that face. The scene changes to where the old Wolf-Spider saved a citizen from the killer but he let the killer go.

“Why?....Why did you let him go?” Luna asked Midnight.

“Because that’s not what my mother would have wanted…..I knew better than that. With Great Power Comes Great Responsibility….I didn’t choose to be this…...but I have to accept the fact that I can help others. It’s what my mother would have wanted. So...I’m doing this to make her proud” Midnight replied.

The scene changes and they’re back in the Everfree Forest. Music was heard in the background. The environment around them was making that music…..and Midnight started to sing.

“Hmmm….hey. Mmmmm. Hey! Don’t think about it. Just move your body. Listen to the music. Sing “Oh-ey-oh”. Just move those left feet. Go ahead, get crazy. Anypony can do it. Sing “Oh-eh-oh”. Show the world you got that fire. Feel the rhythm getting louder. Show the world what you can do. Prove to them you’ve got the moves. Hey! I don’t know about you, but I feel better when I’m dancing. Yeah, yeah. I’m better when I’m dancing. Yeah, yeah. We can do this together. I bet you feel better when you’re dancing. Yeah, yeah.”

Midnight started to dance to the music. Luna felt an urge to dance with him but she denied it. The environment around them was beautiful. The turtles gave the song a beat. The winds gave the song a beautiful whistle. The fireflies came out to give the song a more environment.

“When you finally let go, and you slay that solo. ‘Cause you listen to the music. Sing “Oh-eh-oh”. ‘Cause you’re confident, babe, and you make your hooves say “We knew you that you could do it. Sing “oh-eh-oh”. Show the world you got that fire. (Fire, baby) Feel the rhythm getting louder. Show the world what you can do. Prove to them you’ve got the moves. Hey! I don’t know about you, but I feel better when I’m dancing. Yeah, yeah. I’m better when I’m dancing. Yeah, yeah. (Oh, oh, oh) And we can do this together. I bet you feel better when you’re dancing. Yeah, yeah. (Hey)”

The fireflies shined even brighter than ever before. Luna started to tap her left hoof. She couldn’t control herself. She started to forge a smile while Midnight was just making a fool out of himself.

“Hey! Oh-eh-oh. Oh-eh-oh. I feel better when I’m dancing. I’m better when I’m dancing. Ey. Oh-eh-oh.”

And just before Midnight knew it, Luna decided to join in and started to sing with him.

“I feel better when I’m dancing. Yeah, yeah. Better when I’m dancing. Yeah, yeah. Don’t you know-”

Midnight smiled and decided to sing a long side her.

“We can do this together. Bet you feel better when you’re dancing. Yeah, yeah. Oh. Ba-ba-ba-da ba ba ba ba da da. De la da da da da. You got the moves, babe. Ba ba da da. Ba-ba-ba-da ba ba ba ba da da. De la da da da da. I feel better when I’m dancing. I’m better when I’m dancing. Hey, feel better when I’m-...Yeah, yeah.”

When the song was over, Midnight saw Luna smiling. Midnight smiled back and walked up to her.

“You see, we all make mistakes. But it’s what we do right now that defines who we are. We will make mistakes, but that’s the beauty of life itself. You get to learn from them and become something more great….With Great Power Comes Great Responsibility”.

“Th-....Thank you, Midnight. You’re right. I shouldn’t beat myself up over what I did. I can make up for it…….Thank you”

Luna gave Midnight a hug with happy tears in her eyes and Midnight embraced the hug. Midnight wakes up from his dream with a smile on his face. He knows that not everybody may had suffered what he went through that many years ago, but that doesn’t mean they need help….he is a hero and he is here to help everypony.

To Be Continued..............

Chapter 6 A True Tragedy

Midnight decided to go swinging across Ponyville for a while since his limp is now gone. So, he puts on his costume and sneaks out. While swinging across Ponyville, it was getting late….and thought...maybe it was time for him and Twilight to hit the next level of their relationship. They have been dating for a few years, so why not. He swings across the nearest alley to change and heads to the jewelry store. While searching, he finds the perfect ring. He grabs it, pays for it, and leaves. But before he went into the alley, he heard some screaming coming inside the jewelry store.

“Oh come on! I was just there!” Midnight complained as he changes into his costume.

Wolf-Spider swings inside the store to find a mysterious pony in a costume demanding the cashier for something.

“For the last time, where is your best diamonds?!” the mysterious pony shouted.

“I-I told you, we don’t sell diamonds.” The cashier replied in fear.

“Hey, leave the mare alone, would. Who are you supposed to be? Let me guess, the Emerald Elf?” Wolf-Spider said while grabbing the pony with his webbing.

“You! I let you live, last time we met. But this time, you are no match for Mr.Earthquake!” The pony said grabbing Wolf-Spider’s webbing and giving him a super punch that sent him through a wall. “And just you make sure, you stay down...how about I give you a proper grave.

Mr.Earthquake slams his front hooves to the ground, causing the store to rumble and a few pieces to fall on top of Wolf-Spider, burying him. Mr.Earthquake just laughs and he finds the diamond he was looking for and leaves.

“Rest in pieces, wall-crawler”.

As Mr.Earthquake left the store, Wolf-Spider uses all of his strength to free himself from an early grave. But he was weak….he looks up to see…...the Condor!

“I told you not to interfere with my plans again. Now you're gonna get it” the Condor said as she picks up Wolf-Spider and drags him outside and brings him into the air.

“There are some things you don’t understand, hero. So...I’m gonna give you a proper warning. Do not interfere with my plans again, or I will be sure I will do worse than what I’m gonna do, right now.”

Meanwhile in the treehouse, Twilight was looking for Midnight, but she can’t seem to find him. Then all of a sudden, she hears a loud scream that she heard from a mile away. She knew that had to be Midnight. She barges out of the treehouse and starts running towards the scream. When she got there, she stands there in shock, with tears in her eyes. She had no words of what happened to Midnight. She just called for help.. The medics arrived and take Midnight to the hospital. Midnight really messed up, big time.

When Midnight woke up, he finds himself in a really bad spot. He can’t even moved. He feels a giant pain on his back. He turns around to see…..nothing…..no wings, no nothing….The Condor took his wings! It hurts so bad, he can’t even move. Spitfire barges into the room, with an angry look on her face.

“Previously on Midnight messes up, I told you to stay away from this. Instead, you disobeyed a direct order and sneaked around behind my back and doing the one thing I told you not to do.” Spitfire said in a furious voice.

“Is everypony okay?” Midnight asked.

“No thanks to you”.

“No thanks to me?! Those bad ponies are out there and I tried tell you about them but you didn’t listened. None of this happened if you would just listen to me! If you wanted to stop them, you’d actually stopped them by now.”

“I did listen, kid. Who do you think called the medics, huh? You know I was the only one that tried to protect you from getting killed by those ponies.”

“Like you did”

“No, there IS WHERE YOU ZIP IT! Alright? The leader is talking. What if somepony died last night? Different story, right? Because that’s on you. And if you died, I feel like that’s on me. I don’t need that on my conscience”.

“...Look, Spitfire. I’m sorry”

“Well, sorry doesn’t cut it. Rainbow Dash is missing and I got enough to deal with right now….goodbye”

Spitfire leaves and slams the door on her way out. Midnight just sits there in sorrow and just keeps thinking about what he did...While he was laying there, Celestia comes into room to talk to Midnight.

“Princess Celestia! I-”

“No need to explain, Midnight. I know what you did. And that’s okay. We all make mistakes….but Spitfire is right, you should have listed and now….you’re in a really bad spot. You’ve lost your wings and everything...With Great Power Comes Great Responsibility. But if we don’t live up to those responsibilities, there are consequences...for that...I’m sorry but….I’m forbidding you to wear that costume.”

“For how long?”

“.....Forever...I’m sorry”

“No! Nononononono. Please. Please. Please. You don’t understand. That costume is all I have of my past. I’m nothing without the suit.

“Silence!…………….If you’re nothing without the suit, then you shouldn’t have it…..I’m sorry. That’s the only way to protect you….your mother wouldn’t want you to die like this.

Princess Celestia leaves the room, and Midnight just sighs in depression. Twilight enters in the room with tears in her eyes. But before Midnight could say anything, Twilight just slaps him across the face with her tail.
“I’ve been looking for you, all day! You can’t do that! I’ve asked Spike! I’ve asked Celestia! What were you thinking?! You could have been killed!-”

“Twilight, relax. I’m fine….”

“...Cut the bulloni. Why did you do it? Why do you have that costume? Why do you do the things you do? I know you’re hiding something from me. That’s not fine. Midnight, you have to tell me why. Just lay it out. It’s just me and you.”

“............Because I made a promise.”

“What?...To who?”

“My…..my mother”.

“What happened?”

“I got these powers. I thought I could just brag. But my mother told me I was better than that. She tried to tell me. But I didn’t wanna hear it. And that costed her life……”

“Midnight….I…..I didn’t know.”

“....I’m sorry I made you worry, Twilight”.

“You know I’m not trying to ruin your life”

“I know...I was just trying to protect you”

Midnight started to shed some tears and Twilight was there to comfort him. She had no idea that Midnight did it because he made a promise to his mother…….So, she leaves the room to leave Midnight alone. He needs it after all the stuff he went through. But..what’s done is done…..Midnight...is the Deadly Wolf-Spider…..no more.

To Be Continued......

Author's Note

Base and Credit Link #1: https://vector-brony.deviantart.com/art/Dr-Caballeron-419381978

Base and Credit Link #2: https://easterbases.deviantart.com/art/MLP-Base-26-This-Will-Make-You-Feel-Better-509601998

Chapter 7 Wolf-Spider No More......

Midnight just sits there in his hospital bed….watching news. He gets really worried about the disappearance of his friend, Rainbow Dash. But what can he do? He’s in the hospital with no wings and no costume….he can’t do anything. The news also tells that somepony broke into Zecora’s house and stole a few potions. Nopony knows what were in those potions. The Condor and Mr.Earthquake are still out there and he can’t do a thing about it. All he can do is wait until his wounds heal. He felt so depressed and guilty….he can’t save anypony anymore….What is he gonna do?....So...all he can do now is just sing and let his emotions flow with some tears in his eyes.

"I walk a lonely road, the only one that I have ever known. Don't know where it goes, but it's home to me and I walk alone. I walk this empty street on the boulevard of broken dreams. Where the city sleeps and I'm the only one and I walk alone. I walk alone, I walk alone.....I walk alone, I walk a-. My shadow's the only one that walks beside me. My shallow heart's the only thing that's beating. Sometimes I wish somepony out there will find me. 'Til then, I walk alooooooone.

Ah-ah, ah-ah, ah-ah, aaah-ah. Ah-ah, ah-ah, ah-ah. I'm walking down the line that divides me somewhere in my mind. On the border line of the edge and where I walk alone. Read between the lines, what's messed up when everything's alright. Check my vital signs to know I'm still alive and I walk alone. I walk alone, I walk alone.....I walk alone, I walk a-. My shadow's the only one that walks beside me. My shallow heart's the only thing that's beating. Sometimes I wish somepony out there will find me. 'Til then, I walk aloooooooone.

Ah-ah, ah-ah, ah-ah, aaah-ah, ah-ah, ah-ah, ah-ah. I walk alone, I walk a-....................I walk this empty street on the boulevard of broken dreams. Where the city sleeps and I'm the only one and I walk a-. My shadow's the only one that walks beside me. My shallow heart's the only thing that's beating. Sometimes I wish somepony out there will find me. 'Til then, I walk aloooooooone".

When Midnight finished, he just sighed in depression…..praying that things will turn out better than the worst. He changes the channel to the music channel. He finds a band called “Linkin Park” and the music video playing was called “Battle Symphony”. So, Midnight decides to watch and listen to the song. He’s got nothing else better to do. But as he watches and listens, he starts to feel something..like, he shouldn’t give up.

“I got a long way to go and a long memory. I’ve been searching for an answer always just out of reach. Blood on the floor, sirens repeat. I’ve been searching for the courage to face my enemy. When they turn down the lights……

I hear my Battle Symphony. All of the world in front of me. If my armor breaks, I’ll fuse it back together. Battle Symphony. Please, just don’t give up on me and my eyes are wide awaaaaaaaake! For my Battle Symphonyyyyyyyy. For my Battle Symphonyyyyyyy.

They say that I don’t belong. Say that I should retreat. That I’m marching to the rhythm of long lonesome defeat. But the sound of your voice puts the pain in reverse. No surrender. No illusions. And for better or worse. When they turn down the lights…..

I hear my Battle Symphony. All of the world in front of me. If my armor breaks, I’ll fuse it back together. Battle Symphony. Please, just don’t give up on me and my eyes are wide awaaaaaaaake!

If I fall, get knocked down. Pick myself up off the ground. If I fall get knocked down. Pick myself up off the ground. When they turn down the lights…..

I hear my Battle Symphony. All of the world in front of me. If my armor breaks, I’ll fuse it back together. Battle Symphony. Please, just don’t give up on me and my eyes are wide awaaaaaaaake! For my Battle Symphonyyyyyyyy. For my Battle Symphonyyyyyyy.”

When the song was over, Midnight felt light-headed and heard the words “With Great Power Comes Great Responsibility” in his head for a second. Like, something changed inside him…..he knew he changed when he threw away that costume. He can’t give up yet. Not while those crooks are still on the loose and Rainbow Dash still missing. He needs to get out of there. Then all of a sudden, the news popped up saying that Princess Twilight Sparkle has gone missing. That gives him the true motivation to get out of there. But he needs to find a way out. He looks around...see the box that Midnight left in his costume that has the ring inside. He grabs the box by using his webbing and uses all of his strength to get out of the hospital bed. It was a painful process but he did it. He saw the window and jumped out and headed to the Everfree Forest. He needs to get back up to strength if he’s gonna find Twilight and Rainbow Dash.

When one of the nurses entered Midnight’s room, she was shocked that he wasn’t there. So, he alerts the whole hospital that Midnight went missing. The whole town put up signs of Midnight’s disappearance and the whole town goes into a complete panic. Without any heroes for princesses in watch of the town, chaos will spread. Midnight better not be gone for very long. He needs to be prepared to finish this. While he made it to the Everfree Forest, one of his eyes turned purple and menacing once more and changes back to normal the next second. He felt a pain in his chest but he’s not gonna let a little pain stop him from getting prepared and doing what’s right. He just has to deal with the pain.

To Be Continued.......

Chapter 8....Or Maybe Not?

Midnight was wandering the woods, looking for a place to heal his wounds. So far, he’s doing great on keeping himself alive in the middle of the forest. But, in order to survive and overcome this threat, he needs to train himself back into proper working order.

“How am I gonna battle this threat without my perfect health. I need to find a way to train myself. But how?” Midnight asked himself.

Then, he looks at one of the trees and thought maybe….he can use them as punching bags….he can craft a few obstacle courses to prepare himself while healing at the same time. Even though this is mother nature, he needs these trees to help him prepare. Equestria could be at stake. So, he starts getting to work, making punching bags, obstacles, etc.

“Sorry about this, mother nature. Cue the montage” Midnight said.

He made wooden dummies of the Condor and Mr.Earthquake and starts using them as a punching bag. Each punch was personal. Each one was for his friends, for Equestria, and most of all, for Twilight. He will find out what happened to her and Rainbow Dash if it’s the last thing he’ll do. With his strength, he does push-ups. Each one gave him more trouble than the last. But it was worth the pain to see Twilight safe again. He even holds back his own tears just to be a man. The Condor may have taken his wings, but she will never take his pride and spirit.

For combat, he used of of his old bandages as a blindfold. He tests out his buzzing noise in his head. Those martial arts lessons from Rainbow Dash payed off because he was almost untouchable. The pain was getting worse by the minute he kept on training himself. But he didn’t care. He just goes through the pain. But every time he got hit, he got more mad and released a more powerful punch than the punches the dummies hit him with. His eyes turned purple and his teeth turned sharp for a quick second but changed back the next second. Something is seriously wrong with Midnight and he’s hiding it.

All of a sudden, Midnight’s mind changes the scene into a flashback. It was young Midnight and what appears to be….his father! They were arguing over something...and Midnight is getting furious.

“What is wrong with you, Midnight?!” His father said with concern in his voice

“I just want to be normal”! Young Midnight yelled back at his father.

“You’re sneaking out of the house to see...those ponies?! You don’t even know them”!

“Their names are Fluttershy and Rainbow Dash”!

“I don’t care what their names are! They’re not important”!

“They’re my friends”!

“You don’t even know what friendship is, Midnight”!

“But I-”.

“Enough, Midnight! Talk back to me one more time, and I’ll make sure you start your first school year back to homeschool”!

“Grr!”

“We had an agreement. Your mother convinced me to let you go to public school under the condition that you stay OUT of any relationships other than acquaintances. And now, here you are trying to leave to go hang out with these….other ponies. What have I told you?! You are not normal! You cannot have these kind of relationships”!

“Yes, I can! You just never trust me”!

“And for good reason! Look at your eyes, Midnight! Your emotions are still unstable! You will become a monster if you can’t control them! What’s gonna happen if you can’t control yourself and end up erasing some pony's cutie mark”?!

“I-”

“That’s the last thing this family needs! Oh, I can see the headline now! “Son of a mysterious family turned student with a cutie mark back into a blank flank! Mutants exist! Ponies fear mutants, everywhere”! Do you understand how much is at stake, Midnight?”

“You’ve never treated mommy like this”

“Ugh! It’s like I have to have this conversation with you, every year. Your mother is not a mutant, Midnight. But you are. You being a mutant was an accident. There was a side effect during your birth and this happened. You were never supposed to be a mutant”.

“It’s not fair”.

“Life isn’t fair, Midnight. I may have not went through the same thing when I was your age, but I know that this thing inside you must be contained. I love you, Midnight. But I didn’t want this for you. But you have to understand the situation you are in”.

“But-”.

“Go upstairs, Midnight. And don’t come down until your eyes change. And I better not hear anymore of these ponies, you’re hanging out with. You’re better off being alone.”

Young Midnight runs upstairs, with tears in his eyes. The scene changes and the flashback ends. Midnight opens his eyes to see that the tree he was using as a punching bag have been ripped to shreds. Midnight felt deep down that his father was right. He needs to keep his emotions in check.

“Why do I have to live with this burden”? Midnight asked himself. “...But I don’t want to be alone…..I’m sorry, dad. But I have to do this for her. For Twilight”.

Midnight grabs the ring box and what appears to be his costume. He must have grabbed it while he left the hospital. But it was still torn up from his last battle. He’ll just have to deal with it. He cut off the parts where the wings were supposed to be, to make it into an earth pony costume. He puts on his costume and with his two words show that he will find Twilight and put a stop to this nightmare, once and for all. He closes his eyes, puts his left hoof on one of his wounds, trying to prevent it from bleeding anymore. Eventually, he uses his webbing to close up the cut and stopped it from bleeding. He uses all of his power and might to heal himself much faster. Eventually, he healed most of his wounds, but it didn’t heal all of them. He’ll just have to deal with those wounds. He opens his eyes with confident and says two words and is off to go find Twilight and Rainbow Dash.

“I’m ready”!

To Be Continued.....

Chapter 10 How The Deadly Wolf-Spider Died Part 2.

Midnight wakes up in an old familiar room. He wakes up, surprised that he’s still alive and not even a scratch. He looks around the room to realize that this...was his old room back when he used to live with his mother. He questions if he was still alive or not...until he hears a familiar voice.

“Looks like you’re awake” the mysterious voice said.

“W-where am I?....What happened?......Am I...dead?” Midnight asked the voice.

“Don’t worry. You’re safe here. Nothing here will hurt you...my son”.

“W-....what? Who are you?.....Mom?”

The voice shows herself to reveal...that it is his mother! Midnight’s eyes widened from the sight of his beautiful mother….he hugs her in relief….but then..he realizes...that he must be in heaven..

“My brave boy..you’ve always managed to get yourself into trouble, every once in awhile” his mother said.

“Mom...am I…?” Midnight tried to asked but had no words.

“Yes….and no. That pony really hurt you….in more ways than one. I’m guessing death was the easy part. Her words broke your heart. Didn’t they?”.

“So..I really am dead. It all happened. I fell...didn’t I? She had a knife and forced me into that ledge on that cliff. I SHOULD HAVE FOUND A WAY TO SAVE HER! I should have...saved her…”

“You doubt yourself, don’t you, Midnight”?

“Of course, I do!...I’ve failed her.. I would have done anything for her and I froze”!

“You couldn’t stop anypony from finding out what you really are. And when the pony you loved most found out,”

“Everything she said, it was true. All my life, I’ve been alone….and I had to be. I was in danger to everypony…..I’m….a monster”.

“You will never be able to open yourself up if you’re scared of what you are. Midnight, you need to accept who you are”.

“I was raised to be alone”

“It’s a shame. You aren’t the young colt I raised…”

“Huh”?

“The Midnight I remember, wouldn’t allow a minor setback like this one to determine, even when everything was lost”.

“A minor setback?! The mare I love is in danger to calling a minor setback”?!

“Exactly. She’s in danger. Being near death almost made you forget there are ponies who are in danger, Midnight. Ponies you care deeply about. Are you just going to give up and forget them”?

“I…”

‘Maybe you should. After all, the mare you loved caused this”.

“NO! She would never do this. It was never her fault. I love her. I will never give up on her. I’ll do anything to keep her safe”.

“You always have. Do you want to go back”?

“Of course, I do! Twilight, Rainbow Dash, Applejack, Pinkie, Rarity, and Fluttershy. I may not have told them anything about me, but they care about me. They’re the closest thing to family that I have. I will not let Lightning Dust have them”!

“Heh….there’s the colt, I raised. Alright then. I’ll help you”.

“Huh”?

“If you are truly determined, I can help you escape death. But from there, the rest is up to you”.

“Wait….am I...really dead”?

“Are you truly determined to save her”? To save your friends”?

“Yes. I will never give up”.

“Then this is my debt repaid. Go. Fight for them”.

Midnight gets up and heads for the front door...ready to escape death and save his friends. But he stopped and looked at his mother one more time and asked “You never truly explained why you saved me”.

“Just doing what a mom does best. Protecting her son...but before you leave. I have one more thing to explain to you. If you let go all of your hate and never give up, you’ll find out your true meaning why you became a mutant….Now go”.

Midnight nods and exits the house. A bright light shines on him and everything turns white. When the white clears, Midnight wakes up lying at the bottom of the mountain where he fell with a giant piece of the mountain on top of him and with a knife in his chest.

“W-was that a dream? AH! I...I can’t move.” Midnight said, trying to regain his strength.

He finds the knife and starts pulling it out of his chest, while in pain. He manages to pull it out and says “I..need to get up..It hurts!...but..I can’t die here”. The scene changes and another flashback happens. Young Midnight and his father were arguing once more.

“I was informed that it was you with those ponies yet again, Midnight! Do you realize how close a call that was?! The fact that somepony almost made eye contact with your eyes like that! You need to learn to control them! And that means controlling your emotions”! Midnight’s father shouted.

“You’ve been telling this my entire life”! Midnight shouted back.

“I won’t stop until you realize what you could do to someone”!

“I’m not biting anypony! I never plan to”!

“It’s not just a bite that can erase cutie marks, and you know this! Stop playing dumb! Those eyes, Midnight. You have no control over them and at this rate, you’ll never will”!

“Just go away”!

“Those ponies. They’ve probably forgotten about you. Do yourself a favor and forget about them”.

Midnight puts on a headband to cover his eyes and the flashback ends. Midnight still lays there and with tears in his eyes and says “I..don’t want to be alone”. Midnight tries to move the rock from his bottom but couldn’t. He gives trying to move it...but..looks at where his mask is and looks at it. He hears the voice of Celestia that once told him “If you’re nothing without the suit...then you shouldn’t have it”. He nods his head and starts using all of his strength to move the rock off of his body.

“I WON’T GIVE UP”! Midnight shouted as he moved the rock completely and got back up.

His eye changes purple and menacing again and he says “I am going to get you back, Twilight. Even if it’s the last thing I do”. Midnight uses his webbing to cover up the stab wound and rips off his mask to turn it into a blindfold to cover up his eyes. Midnight starts running into the forest….to go to Zecora’s Hut!

Meanwhile back in Zecora’s Hut, Zecora was cleaning up her place because of the horrible mess those intruders made while stealing her potions. While she was cleaning, Midnight bursts through the door, scaring Zecora in the process and gets her worried. Zecora was about to ask what happened to Midnight but Midnight stops her.

“I’m alive. No time to explain...I need a few potions….I need to save my friends. You think you could help me”? Midnight asked Zecora.

Zecora nods her head and gets started on making the potions that Midnight asked for...it’s time for Midnight to end this nightmare once and for all!

Author's Note

Inspired by Aphmau but made a few changes

Chapter 11 How The Deadly Wolf-Spider Died Part 3.

Lightning Dust and Twilight are walking towards where Midnight’s body was supposed to be with glee in their mind.

“Aren’t I amazing? HAHAHA! Can you believe that I was one who ended the mutant werewolf”? Lightning Dust asked Twilight, with glee in his voice.

“You did a wonderful job, master. That fool never saw it coming” Twilight replied.

“And it was soooo well executed! HAHAHHA! Now, to see the look on his cold, dead face. Oh, how I-....huh?!”.

Lightning Dust sees a lot of blood but no body. He runs towards the blood to find no body. Lightning Dust stands there in shock and says “Th---there is no way! How did he survive?! YOU!” as he runs towards Twilight and slaps her across the face.

“YOU FAILED ME!” Lightning shouted.

“I’m sorry. I…” Twilight tried to explain but was cut off by Rainbow Dash

“Master! Daring Do escaped”! Rainbow Dash said.

“What”?!

“LIGHTNIIIIIIING” a mysterious voice said from a distance to reveal that it was Midnight on top of the mountain. “I WON’T LET YOU TAKE HER! COME HERE AND FACE ME”!

Lightning Dust stands there in shock. How can Midnight be still alive?! Lightning Dust backs up in shock and fear of what she’s seeing right now.

“H-how is this possible?! He should be dead! Rainbow Dash! Get him”! Lightning Dust ordered Rainbow Dash.

Rainbow Dash says “With pleasure” and starts flying towards Midnight. Midnight can sense Rainbow Dash coming to him….so..he shouts “NOW!” and moves out of the way to reveal Daring Do with a potion in her hoof. Daring Do throws the potion at Rainbow Dash, removing the effects of Lightning Dust’s potion, returning her to normal. Daring Do grabs Rainbow Dash and sats her down on the ground. Lightning Dust saw that Rainbow Dash is defeated and flees with Twilight Sparkle.

“I WON’T LET YOU GET AWAY”! Midnight shouted. “Daring Do, when Rainbow Dash wakes up, have you and her take these potion and turn Twilight back to normal. Lightning Dust is mine.

“Got it. Just go save your girlfriend. GO”! Daring Do replied.

Midnight nods and starts running down the mountain and starts chasing Lightning Dust and Twilight Sparkle. When Midnight got both of them corned, he stops...just giving Lightning Dust the menacing glare behind his blindfold.

“Hehe. So you’re alive….barely. Nothing to say? What about to her?” Lightning Dust asked Midnight with an evil smile on her face.

“LET HER GO”! Midnight shouted.

“You’re in no position to talk. So let’s try this, again. Twilight, your highness, do not fail me this time” Lightning Dust replied while handing Twilight another knife.

“I will not” Twilight replied as she starts charging at Midnight with the knife.

But Midnight grabs both of Twilight’s hooves, causing her to drop the knife. Twilight just struggles as she tries to break free from Midnight’s grasp. But then, Midnight looks at Twilight’s eye to see that it has been bruised. Midnight’s heart sank of what he saw. Lightning Dust hurt Twilight. Midnight screams out a roar made out of pure anger and hatred. Twilight begins to back away as Midnight starts to….change. His skin color turned purple. His flesh turned into fur. Teeth grew into fangs. Hooves turned into claws. He became a giant, hulking werewolf. Lightning Dust looks at him in fear and starts running off. Daring Do and Rainbow Dash tackle Twilight and Midnight starts chasing Lightning Dust. Midnight just kept on chasing Lightning Dust all over the forest.

Midnight landed a punch on Lightning Dust but she just kept going. Lighting Tried to trick him by punching him while he was running but Midnight dodged the upcoming attack. But Lightning Dust got him the second time. Midnight dodges the third punch and gives her a punch and a kick to the stomach, which sends Lightning Dust flying. After recovering from that punch and kick, Lighting Dust just kept on running and Midnight starts chasing her once more. Lighting ducked under a tree while Midnight just went through it. Midnight manages to catch up to Lighting Dust and tackles her. But Lighting countered and sends Midnight flying, causing him to lose his blindfold and reveal his evil werewolf eyes. Lightning just laughs.

“HAHAHAHAHAHAHA! You know, no matter how many times I hit her, she will still obey me! HAHAHAHAHAHA”!

Midnight gets furious and starts charging at Lightning. But Lighting counters it and gives him a puch to the stomach and the shoulder. Midnight manages to block the third and fourth punch but Lightning gives Midnight the backhand. Midnight gets up and uses a tree to jump on and give Lightning a superkick but she grabbed his foot and hits him across the tree and throws him across the grass. Midnight sticks the landing and charges at Lighting again..only for Lightning to dodge his punch. He does a backflip to dodge Lightning’s punches and tries to give Lightning a backhand but she dodges the attack. But he did manage to get her with an uppercut and punch across the chest, which sends Lightning to fall to the ground. Lightning gets up and throws mud into Midnight’s eyes, blinding him. Midnight wipes the mud off but Lightning starts to beat him to a bloody pulp and throws him across the trees..

“You chose to live like a normal pony. And now, you’ll die like one”.

Midnight tries to get up. All of a sudden, he hears past voices that are trying to motivate him to get up.

“Those eyes, Midnight. You have no control over them”!

“You’re ashamed of who you are. Aren’t you, Midnight”?!

“Do yourself a favor and forget about her”.

“I won’t ever forget you, Midnight”.

“What are you going to do”?

Midnight gets up with confident in his eyes as he turns around to see that Lightning Dust was about to finish him off. But then, he grabs Lightning’s hoof, blocking her finishing punch and throws her into a nearby tree. Just then, he begins to change. His skin turned gold. His eyes were turning yellow. His body was forging a golden suit and he was flying...and he had a horn. Midnight has a super form! Midnight’s gonna finish this fight...Super Spider Style! Midnight jumps into the air and tries to punch Lightning but she dodged the coming attack and he punched the tree, instead. But he did manage to give her a kick to the face. Just when Lightning was charging at him, Midnight gave her a huge uppercut to the jaw. Just then, Midnight starts tearing Lightning’s suit to pieces, leaving only Lightning left. Lightning was weakened. She tries to charge at Midnight but he gives her a big superkick to the stomach, which sends her flying to another tree and ending the fight. When the fight was over, Midnight turns back into his Werewolf form, losing his golden suit, wings, and horn. His eyes were back to that purple and menacing look.

“YOU HURT HER”! Midnight shouted

“Hehe..and she deserved it. And when I get back, I’ll do it again. She’ll obey me, either way” Lightning Dust replied as she gets slapped across the trees.

“You won’t make it back”!

“HAHAHAHA! Then what are you going to do? Finish me, then”.

“NO”!

“Hmph. Coward”.

Midnight picks up Lightning and puts her in a chokehold and says “I didn’t say I was finished! You’ll know what TRUE suffering is”! as he makes her look into his purple and menacing eyes. After then, he lets her go. Lightning looks at her flank to see...nothing. No cutie mark, no nothing.

“WH-wh-what?! My cutie mark! It’s gone...Wh-WHAT DID YOU DO TO ME?! AHHHH” Lightning shouted in fear.

“You took from me the only pony that I love. So I took from you the ONLY THING YOU EVER CARED ABOUT”! Midnight explained

“N-..no! NONONO! YOU CAN’T-YOU CAN’T DO THIS! JUST END ME, NOW”!

“No. You don’t deserve death. You’re already suffering a fate worse than death. Nopony deserves to die” Midnight said as he walks away and leaves Lightning Dust to rot.

“You are a coward! Finish me! This can’t be happening! This can’t-” Lightning said as she heard a growl from behind her.

She turns around to see a whole army of Timberwolves. And they all look very hungry. Lightning Dust turns around to see that Midnight has vanished. Gone without a trace. The timberwolves start running at her and everything broke loose. It turned into that one scene from the Lion King where Scar got eaten by those hyenas. Lighting screams as the Timberwolves take her away. Midnight might not kill her, but the Timberwolves will. Good thing the scene changes before the death scene could be shown.

Midnight starts walking back to where Twilight was...slowly dieing...each step he took, he began to change back. His claws faded away, turning back into hoofs. His fur turned back into skin. His sharp teeth were no longer sharp. And his eyes were...turning grey. The webbing and bandages were slowly stop working. He began to bleed once more. But he didn’t gave up. He starts walking and walking with every breath in his body. His eyesight was beginning to fade. He falls to the ground. But he is still trying to pick himself back up. He saw Twilight being strained by both Daring Do and Rainbow Dash. Both of them were trying to keep her under control.

“Daring Do, just do it, already”! Rainbow Dash said as Daring Do throws the potion at Twilight but with no effect.

“Wh-what?! I don’t understand! I should have worked”! Daring Do said with fear in her voice.

“GRR! LET ME GO”! Twilight shouted

“Make it work”! Rainbow Dash said

“I can’t! I don’t know what’s going on”! Daring Do replied.

“She….needs to smile” Midnight said..while slowly walking towards them.

“Midnight”! Rainbow Dash said.

“GRRRR! YOU! WHERE DID YOU TAKE HIM?! ANSWER ME! Let me go! I need to kill him! He needs to die! I should have finished him, before”! Twilight said.

“Twilight, please”! Daring Do said.

“Let her go.”

Daring Do and Rainbow Dash look at him for a second, wondering why he said that. But they looked at each other and..agreed. Both of them let go and Twilight grabs the knife, screams and starts slashing Midnight, killing him slowly.

“I HATE YOU! I HATE YOU WITH EVERYTHING I HAVE! SOMEPONY AS WORTHLESS, AS PATHETIC AS YOU! YOU ARE NOTHING COMPARED TO MY MASTER! JUST DIE”! Twilight shouted

“You….just..need...to smile” Midnight slowly said as he starts walking towards Twilight with open hoofs.

“STAY BACK! STAY back! Stay back’! Twilight said with tears in her eyes, crying and charges at Midnight, one more time but was caught by Midnight’s hug.

“I’ll always be there for you, my little Twily” Midnight said.

The scene changes into a flashback..but..more light something in Twilight’s mind. Twilight was in an empty room with Midnight walking in front of her.

“Hey, there” Midnight said.

“Huh? Who the heck are you”? Twilight asked Midnight

“You..you don’t know me”?

“Oh..um..I’m sorry. I’m just really tired and…..I’m really tired..Um..m-my name’s…”

“Your name is...Twilight…..You’re Twilight Sparkle”.

“Right...Right..um...Twilight...that’s me…..and you’re…”?

“Let’s just say…..we used to be close”.

“Oh….okay”.

“I need you to rest now, Twilight”

“Uh... rest. Yeah. I like that”.

“I thought you might. Look, I have to go now. But...you just rest, okay?...Goodbye”

“Weird...I don’t why but I hate goodbyes”.

“I know why………….goodbye”.

The mind scene ends and Twilight is back to normal but is shocked of what she saw. She says “Wh-what have I done?!” with tears in her eyes as Midnight’s body falls over and Twilight runs toward Midnight. The box that had the ring inside fell out of Midnight’s necklace. Apparently, that was his secret hiding place. When Twilight saw the box that had the ring inside, she is shocked. Twilight murdered the colt that was gonna propose to her and marry and she had no idea. Daring Do and Rainbow Dash run to Midnight as well with tears in their eyes.

“What have I done”?! Twilight said with tears in her eyes.

“I..it’s okay…...I..I did it…” Midnight said, slowly dieing.

“Just..just hold on. We’ll go to Zecora’s Hut and-”Twilight said before Midnight stops her.

“Don’t you see?...It’s okay…..I did it…..I couldn’t save her….my mother, I couldn’t save her…...no matter what I did….but I saved you…..I did it……….I……….did……….”.

“MIDNIIIIIIIIIGHT”!

Author's Note

Inspired by Aphmau, Red vs Blue, and Death of Spider-Man

Base and credit link: https://amelia-bases.deviantart.com/art/Weakened-Base-28-458962087

Chapter 12 Wolf-Spider's Legacy

Three days later, a funeral took place at the center of Ponyville. Everypony in town was there. Even the Mane Six. It was raining and there was the old statue of Wolf-Spider from a few years ago. It was his proper grave. Twilight didn’t even say a word. All she can do is watch as her true love being laid to rest. She put her flowers on his grave and left.

After the funeral, Twilight went home. Just...sitting there. All of a sudden, Twilight’s mother enters the treehouse with a sorry look on her face. She walks up to her daughter and asks her “Hi, Twilight...how are you holding up”? Twilight doesn’t answer and Twilight’s mother hugs her daughter.

“Look, Twilight….Midnight wanted to show you this if something like this happened” Twilight’s mother hands a mysterious letter to Twilight and leaves.

Twilight takes the letter and starts reading it.

“Dear Twilight,
By the time you read this, it means I’m already dead. But it’s okay. It’s easy to feel hopeful on a beautiful day like today. But there will be dark days ahead of us, too. There will be days where we feel all alone. And that’s when hope is needed most. No matter how buried it gets, or how lost you feel, you must promise me that you will hold on to hope. Keep it alive. We have to be greater than what we suffer. My wish to you is to become hope. Ponies need that. And even if we fail, what better way is there to live? As we look around here today, at all of the ponies who helped make us who we are. I know it feels like we’re saying goodbye. But we will carry a piece of each other into everything we do next. To remind us of who we are and if we were meant to be. I’ve had the great years with you. I’ll miss you very much. So...I made a song for you. Here’s the tape. Plus...if you ever wanted...to carry on my legacy….Here is a sample of my blood. All I can say is….always do the right thing. No matter what the cost or risk. I love you, Twilight. And you will always be….my little Twily.
Sincerely,
Midnight Wolf”.

Twilight finds the blood sample and the tape and she plays it. When she played it, she can hear Midnight’s voice as he sings.

“Do you know what’s worth fighting for when it’s not worth dying for? Does it take your breath away and you feel yourself suffocating? Does the pain weigh out the pride and you look for a place to hide? Did somepony break your heart inside? You’re in ruins.

One, twenty one guns lay down your arms. Give up the fight. One, twenty one guns throw up your arms into the sky. you and I.

When you’re at the end of the road and you lost all self of control. And your thoughts have taken their toll. When your mind breaks the spirit of your soul. Your faith walks on broken glass and the hangover doesn’t pass. Nothing’s ever built to last. You’re in ruins.

One, twenty one guns lay down your arms. Give up the fight. One, twenty one guns throw up your arms into the sky. you and I.

Did you try to live on your own when you burned down the house and home? Did you stand too close to the fire like a liar looking for forgiveness from a stone?

When it’s time to live and let die, and you can’t get another try, something inside this heart has died. You’re in ruins.

One, twenty one guns lay down your arms. Give up the fight. One, twenty one guns throw up your arms into the sky. One, twenty one guns lay down your arms. Give up the fight. One, twenty one guns throw up your arms into the sky. you and I”.

When the song was over, Twilight had lost of words. Midnight’s voice was beautiful and those words were really understandable. She knew Midnight didn’t want her to act like this. She looks at the blood sample, put some thought and thought maybe she can carry on his legacy. Without a Wolf-Spider to protect Equestria, it will be chaos. Criminals and supervillains will run amoke. So, she’ll do it for him. She takes the blood sample and injects herself with it. Equestria needs a hero. So she’ll do it. She’ll be Equestria’s hero that it needs. She knows the same lesson that Midnight’s mother taught him. “With Great Power Comes Great Responsibility”. So, she’ll it just for him and for Equestria. Twilight finds his old costume and starts working on a new one. It took a few hours but it was worth it. Later on, Twilight visits Celestia and aks her for training. Celestia knows the path that Twilight is going to and she accepts. Luna and Celestia began to train her in the art of combat and in a few short years, she mastered it. Now she’s ready. Twilight knows what’s right and she will always do the right thing.

“Alright, Equestria. Here comes Spider-Twi”!

Meanwhile inside the Canterlot Castle, there was a type of mirror in the treasure room. Something happens to that mirror as the scene leads inside the mirror. On the other side of the mirror, it was a messy room. There were papers everywhere and someone put a piece of paper on the wall. One of those papers had a spider symbol on it and another had a few figures dressed in spider costumes. There were red wires on each paper and they were all pointing at what appears to be a school. The mysterious person reveals herself to be…..Twilight Sparkle? And in the background, there was a dog that looked a lot like Spike and it barked at Twilight. In the way back of the room, there’s what appears to be a spider inside a canister.

“No doubt about it, Spike. There’s definitely something strange going on at that school”.

THE END

End Credit Music: https://www.youtube.com/watch?v=PaLWrX2d6Q8

https://www.youtube.com/watch?v=qu0k38VMaV4

https://www.youtube.com/watch?v=a6FExz2ycP4

Author's Note

First picture credit goes to Alvaxerox.

That's it. The end of the story, find out what happens to the rest of the series in Alvaxerox's "Spiders and Magic: Equestria Girls"

Chapter 9 How The Deadly Wolf-Spider Died Part 1.

Wolf-Spider was searching everywhere for Twilight and Rainbow Dash. He looked through every cave, every abandoned treehouse, even under a few rocks. But there was nopony there. Then all of a sudden, he senses something. Something familiar. He caught Twilight’s sent, somehow! He tracks her scent, and finds her at the top of a mountain. Wolf-Spider is relieved and was about to swing to the top, only to be interrupted by a punch to the face which sends him flying. He knew who punched him. No pony could make a punch that painful than…...Mr.Earthquake!

“She gave you a choice. You chose wrong. By the way, what’s with the costume?” Mr.Earthquake said as he charges up his weapon, ready to throw another punch at Wolf-Spider.

“OW! You again?! I don’t have time for this! I need to get to her!-” Wolf-Spider said as he got interrupted by another punch which sends him flying, again.

Wolf-Spider tries to get up from that punch, but Mr.Earthquake punched a tree which hits Wolf-Spider and causes him to go flying and hit another tree in the process.

“I wasn’t sure about these weapons at first, but….DANG!” Mr.Earthquake said as he punched Wolf-Spider, causing him to go through a bunch of trees and hitting a giant rock.

“Ow…..that….hurt..a lot. I think he fixed my back” Wolf-Spider said as he tries to get up from the rock but Mr.Earthquake instantly sends that rock Wolf-Spider was on spin and shattered into pieces, leaving Wolf-Spider helpless and unable to defend himself. “Why did she send you, here?”

“Guess, you’ll never know.” Mr. Earthquake replied as he prepares to finish off Wolf-Spider but his hoof got caught in a….rope?

Wolf-Spider looks to see who threw that rope and…..it was Daring Do herself! Wolf-Spider is relieved as Daring Do pulled Mr.Earthquake towards her and gives him a big superkick. Mr.Earthquake tries to get up but Wolf-Spider instantly tied him up to a tree with his webbing.

“What are you doing here, Daring Do? I mean, I am relieved that you saved me but what are you doing here?” Wolf-Spider asked Daring Do.

“I was trying to track down this “Mr.Earthquake” character because I know who he really is. He’s my arch-rival for years. When I heard that he robbed that jewelry store and left you for dead, I knew it was him. It’s Dr.Caballeron. Plus, I was looking for Rainbow Dash as well” Daring Do replied.

“Well, she’s here. I just know it. You take care of Caballeron while I go get Twilight and put a stop to this threat. Okay?”

“Ok”

Wolf-Spider swings away while Daring Do takes Caballeron and goes to search for Rainbow Dash. Wolf-Spider makes it to the top of the mountain and spots Twilight still just standing there. He runs towards her, trying to get her attention.

“Twilight?” Wolf-Spider asks Twilight.

“Hm? Oh, hey. You’re here” Twilight turns around to Wolf-Spider and says so calmly.

“Twilight?...Do you know who I am?”

“Hehe. Of course I do, Midnight”

“Yo-...your eyes.”

“I’ve actually been waiting just for you. I want to introduce you to somepony”

Wolf-Spider follows Twilight but with a concerned look on his face. Something’s not right. She’s acting strange. Wolf-Spider needs to find out what’s going on. Wolf-Spider grabs her hoof and says “Twilight. Please, talk to me”.

“Oh. We’ll talk. But first, my master has been dying to meet you”

“Yo-your master”?!

“My master. The one that I was always meant to obey. Now, come on. She’s been waiting to meet you”

“Twilight, please…..Wait”!

Meanwhile in the middle of the forest, Daring Do sats Caballeron down to take a quick breather. But when she looked up, she finds Rainbow Dash. Daring Do tried to catch Rainbow Dash’s attention but she ran off. Daring Do starts running after her.

“Rainbow Dash, wait”! Daring Do shouted.

Daring Do chases Rainbow Dash across the forest until eventually Daring Do finds Rainbow dash heading inside a cave. She goes inside to find her. When she was inside, she couldn’t see anything. It was too dark to see. But while she was unable to see, Rainbow Dash snuck up behind her and knocked her out cold. When Daring Do woke up, she finds herself inside of a jail cell.

“Ugh….my head…….huh? Where am I? Rainbow Dash?!” Daring Do questions the mare on the other side of the bars with a concerned look on her face.

“Master says all intruders must be captured. She will be pleased at my work” Rainbow Dash said with an evil grin on her face.

“Rainbow Dash! Let me out of here! Listen to me”!

“Nuh-uh-uuuh. You didn’t say the magic word”.

“Rainbow Dash, please”!

Rainbow Dash just laughs to see that her work is done and her “master” will be pleased to see what she’s done.

Twilight and Wolf-Spider reach the castle of the two sisters. Twilight opens up the front doors while Wolf-Spider is still concerned.

“Twilight, please. Don’t you remember me”? Wolf-Spider asked Twilight.

“Here we are. This where me and my master live”

Twilight opens up the doors and they both head inside. Twilight just says “Now, feel free to make yourself at home. It’s not a lot. But my master and I both live here together, happily-”

“Twilight, please”! Wolf-Spider stops her, only to look at some pictures on the walls.Wolf-Spider saw the destruction of the Wonderbolts Academy, The Jewelry Store, The Canterlot Castle, The Grand Galloping Gala,......his own treehouse…..somepony has been watching him! But Who?! Somepony has been planning this since the beginning! But...who?!

“Master, there you are!” Twilight said to…..the Condor!
“Good girl. You’ve done just what I asked” The Condor replied.

“Anything to please my master”.

“You….after all these years”.

“You monster! What did you do to her?!” Wolf-Spider shouted at the Condor.

“Hehehehe. Isn’t it obvious”?

“Answer me”!.

“Hehehehehe”

The Condor finally decides to take off her mask to reveal…..Lightning Dust. It was her all along. She was the one that was behind all of this….but...why?

“YOU”! Midnight shouted.

“Remember? I doubt that you ever forgot” Lightning replied.

“LIGHTNING DUST”!

“Take a good look at her, Midnight. She’s mine, now”.

“What have you done to her”?!

“I’m planning to take back what should have been mine. She’ll bring Equestria to my hooves, and she’s almost the perfect princess”.

“YOU”!

“Temper now, Midnight. Twilight, why don’t you head into the closet and go where something more….princess worthy”.

“Yes, master” Twilight replied as she left in the closet.

“Don’t you dare touch her”! Wolf-Spider shouted at Lightning Dust.

“Stop! You forget she is under my control. Make one wrong move, and you’ll regret it”

“Grrr”!

“Come back when you’re ready, princess….now..you and I need to talk...about old times”

“There is nothing to talk about”!

“Hehehehe. Oh, yes there is. Do you remember...back at the Wonderbolts Academy? I’ve finally had everything I earned for. The respect, the power of leadership, I let all of those rookies run all over me. All for the sake of getting what I wanted….to become the next leader of the Wonderbolts….and then you and your friends took it all away from me! You and your stupid friends”!

“I...I have no idea what you’re talking about”.

“DON’T PLAY DUMB! I found out, Midnight. You can’t hide it, anymore. I know it was you on that hot-air balloon on that day! You were the one that dethroned me as leader when I’ve rightfully earned it”!

“You didn’t earn anything. You made a mistake on making that tornado. Spitfire gave you leader. You were the one who manipulated other Wonderbolts and tricked them into getting what you wanted! That’s not something a leader would do”!

“I am my own leader! I play by my rules! And as a mutant, you have no place in this world”!

“......”

“Suddenly have nothing to say? You must have thought you were being so clever. That nopony would find out about mutants. You always were so smug”.

“What do you know”?!

“More than you think. It’s not just the myth, most think it is. The mutant werewolf, what the first mutant. He turned ponies with cutie marks back into blank-flanks and was shunned by ponies, everywhere. His bloodline still lives on. But it skips a generation or two...and it lives...in YOU”.

“You don’t know what you’re talking about”!

“On the contrary, the pony who helped me bring down the Wonderbolts Academy, Dr.Caballeron, sometimes likes to talk about the first mutant. He knew the bloodline was real. He told me all about how he would hunt down any information on the mutant bloodline. A pony with the ability to transform anypony into blank-flanks must have unimaginable power”.

“.....”

“One day, my curiosity got the better of me. I had to know more. I snuck into the doctor’s room. Locked in his desk, was a journal of all of his findings. Do you know what I’ve found”?

“Huh”?

“The Mutant Werewolf. It can all be traced back to one family: The Wolf Family! I never knew if that old colt ever found out where the Wolf Family was. But I did. But I wasn’t about to tell him that I know EXACTLY who the mutant werewolf is. Isn’t that right…..Midnight Wolf”?

“NO”!

“Ahahahahhaha! That look on your face! I’m right, aren’t I? YOU are the mutant werewolf. It was all SO obvious. I knew that day, years ago, when your dethroned me that SOMETHING was different about you. Something about you. Even though your mask screamed “MONSTER”!

“All of this was just to get back at me for something that happened at the Wonderbolts Academy”?!

“This goes so much deeper than that…..when I heard that Twilight became the new princess and that she was your girlfriend, I knew that I wanted the bigger fish. Yeah, there was that revenge for the Wonderbolts….but I can imagine the power I can have if I have her right by my side. Equestria would kneel before me. Nopony will disrespect me like that ever again!...So tell me, Midnight. When were you planning on telling her the truth about yourself? Was it in the Wonderbolt’s Academy? Or were you waiting for something? OR...were you never planning to even tell her what you really are? That’s it, isn’t it? You were NEVER gonna tell her that you are a mutant. Not even that, you were never going to tell ANYPONY that you are the mutant werewolf! And you know why? Because you chose...to live...as a DISGUSTING normal pony. This entire time! You hid it from everypony! So you could be one of them! You’re ashamed of what you are, aren’t you, Midnight?! And you chose to live...a LIE! This entire time! Just like your dead mother”.

“Master, I am ready to bring Equestria’s to its hoofs” Twilight said as she looked like an evil princess.

“Ah, the real reason I wanted you here. Oh, Princess Twilight, come to me” Lighting Dust asked Twilight. “You will make her a blank flank”!.

“I WILL NOT”! Wolf-Spider shouted.

“Excuse me”?

“NEVER! I will never take away her cutie mark against her will”!

“I wasn’t asking! Good thing that zebra had lots of ingredients for these potions, otherwise this wouldn’t have been possible”.

Lightning Dust throws a potion at Wolf-Spider but he manages to dodge it and web it up against a wall.

“You..broke my potion! How dare you?! I only had two of them”! Lightning Dust said.

“I won’t be a pawn in your sick games”! Wolf-Spider shouted.

“Fine...if you won’t turn her, then what’s the most...painful thing I can do to hurt you? Make you suffer! Twilight. What would you do for me”?

“Anything for my master” Twilight replied.

“Perfect”

“What are you doing”?! Wolf-Spider questioned Lightning Dust

“Taking away the only good thing you’ll ever have”.

Lightning Dust brings out another potion and throws it at Twilight. Wolf-Spider screams “TWILIGHT! NO”! As the potion does it’s effects on her.

“WHAT DID YOU DO TO HER”?!

“HAHAHAHA! The first potion was to make her be under my control, forever! The second potion...to make her despise you from the bottom of her heart….forever”!

Lightning Dust gives Twilight a knife and she takes it from Lightning Dust. Lightning Dust says “Kill him”! As she tries to do so.

“Twily….Twilight. I KNOW this isn’t you! It’s just a potion. You can beat this”! Wolf-Spider said to Twilight, taking a few steps back.

“You don’t even know me”! Twilight replied with her evil eyes.

“That’s not true! Please, remember”!

“Look at you, Midnight! Where are you, now? No friends to help you! You never spent time making friends”.

“I couldn’t….I….”.

Lightning Dust just laughs and says “Didn’t you hear me? She now hate you more than anything in the world. I want you last thoughts to be of how miserable your life has become. HAHAHAHAHAHA!”

Meanwhile back in the jail cell, Daring Do gets confused on what’s going on and asks “Midnight? Rainbow Dash? What’s going on? Midnight sounds like he’s in trouble”!

“Oh that’s just my master. She says she plans to kill Midnight and take over Equestria. Don’t worry. It should be over soon” Rainbow Dash replied.

“WHAT?!”

“I know you can hear me, Twilight. I know the mare I still love is in there. Somewhere”! Wolf-Spider said to Twilight, getting cornered.

Twilight just kicks him through the door and sends him outside.

“I need to help Midnight!” Daring Do said as she tries to use all of her strength to break the bars, knock Rainbow Dash out cold and escape. “Midnight, I’m coming”!

“Twilight, listen to me”! Wolf-Spider said to Twilight.

“Listen to a coward? You always think you know what’s best for me. The reason why I even talked to you is because I felt sorry for you! A sad little colt with no friends.” Twilight replied as she pushes Midnight closer to the edge of the mountain.

“Midnight, I’m coming! I-” Daring Do said but gets interrupted by a freezing potion that Lightning Dust threw at her. “What? I can’t move! MIDNIGHT! NOOO”!

“Twilight….I will always love you” Wolf-Spider said, with tears in his eyes behind his mask.

“You…….NEVER….made me happy”! Twilight replied.

“Please….”.

“The best thing, you could do for me?...is DIE”!

Midnight closes his eyes, ready to meet his fate as Twilight slashes him across the chest, causing him to fall off the edge of the mountain…..

To Be Continued......

Author's Note

(base and credit link #1: …)

(base and credit link #2: flutterflyraptor.deviantart.co…)

(base and credit link #3: sunran80.deviantart.com/art/Ra…)

inspired by Aphmau...but a few changes