A Fresh Start

by ultspideyfan

Rating: teen
Tags: Adventure, Violence, Crossover, Anthro, Main 6, Profanity, My Little Pony: Friendship is Magic, Trixie, Comedy
Length: 10414

Peter Parker, a seventeen year old earth pony stallion, has moved to Ponyville looking for a fresh start on his life.

Peter Parker finally moves to Ponyville, a place his aunt had said would be "perfect" for him. While he's there, Peter will meet some colorful individuals and go toe to toe with his most dangerous enemy who wants nothing more than to kill Spider-Mane and anyone close to him.

Cover done by a good friend of mine! The same one who designed Rhino and did the art piece of the three Peter's.

Published 2018-07-30 06:50:01 UTC
Last updated 2019-01-16 03:13:02 UTC

Welcome to Ponyville Mr. Parker

Peter Benjamin Parker held onto the hand rail tightly as the train had come to a stop. "Welcome ponies to-" The conductor's voice was muffled by the conversations that the other passengers were having with each other. Peter held his bags tightly to himself as he heaved himself off the train.

"So this is Ponyville? May was right, this is a small town. Small compared to Manehattan that is. Reminds me of home." Peter walked further into the town, his eyes landing on several of the stores.

"Hey Parker!" Peter's attention drifted from the flower shop his eyes had so fixated on to the one who called his name. The girl's body was thin, her checkered shirt hugging her body tightly.

"Hey Trixie, long time no see! Cool glasses by the way."

"Thanks Pete. Anyways, let's head on over to my place so you can drop your bags off and then we can catch up on old times."

"Sounds nice." Peter walked alongside Trixie as they walked through the busy streets of Ponyville.

"Say Trixie, is this place always so busy?"

"No. Sometimes Ponyville is a graveyard and then other times it's Manehattan! It's something you have to get used to."

*Trixie's house*

"It's not much, but it's better than the apartment you and May were living in." Trixie pushed the door open allowing Peter to enter.

"Plus, it's a hell of a lot cleaner than your room."

"Hey!" Trixie giggled at Peter's outburst. Peter turned away and set his bags on Trixie's sofa.

"Do you have your suit?" Trixie's question hung in the air. With Peter not answering, she took it upon herself to dig through his bags. The first bag she chose was a black duffle bag. Trixie ripped the bag open and there it was.

Peter's Spider-Mane costume, spider tracers, and web shooters were waiting to be used. "You still haven't changed your costume yet?"

"Well I'm not a wealthy guy who can buy some supplies to make himself a better costume. Its been getting harder to get the supplies to make my web fluid. I've been making them by scratch now, so I can save up."

Trixie pulled out one of Peter's web shooters. The shooter was put together by some parts Peter had found in a dumpster if her memory was correct.

"Are you going to patrol tonight? If so Ponyville's not like Manehattan. Yeah we have criminals, but nothing big like that Vulture guy you fought couple years back."

"Yeah figured as much. May did tell me Ponyville's a quiet place. But hey, petty criminals still need to be stopped." Trixie tossed Peter his web shooter.

"You need to refill those." Peter nodded tossing the shooter back into the bag.

"One other thing, Princess Luna doesn't really like vigilantes like yourself. And since this mare named Twilight Sparkle is a sudent of Princess Celestia, she's bound to write you up to her teacher."

"Who's Twilight Sparkle?"

"One of my friends. Don't, worry, you'll get to meet her. She's just like you and me, an egghead."

"I prefer to be called a nerd." Trixie smiled. Parker was just how he was two years ago.

*Later that night*

Peter lay resting on a rooftop in his Spider-Mane costume, a suit he had made when he learned of his powers two years ago. "Trixie's right, I need a major upgrade." Peter felt a chill course through his body, his fur was standing on end. He felt this before, and that chill could only mean one thing.

Peter sat up as he noticed four figures with masks walked into a, bakery?! "Do these guys have nothing better to do than rob a bakery. A bakery for crying out loud!" Peter sighed and began the struggle of putting on the mask and adjusting it so he could see. "Alright, lets do this!"

The four burglers focused their attention on the pink mare who had been busy talking nonstop.

"Just give us what you got bitch!"

"Hey that's not a very nice thing to say to a lady like me." The pink mare gave a sad puppy look.

"Are you guys seriously robbing a bakery!?" The new voice caused five heads to turn to see, a guy in red and blue clothing.

"The fuck you supposed to be?" One of the burglers asked.

"I'm Spider-Mane. I'm that well known hero from Manehattan."

"Who?" The burglers as well as the pink mare asked.

Peter sighed, "Doesn't matter, I'm here to put a stop to this stupid nonsense."

Spider-Mane fired a web line at one of the goons and yanked him forward.

Spidey finished the man off with an uppercut.

He then fires another web line at a goons shotgun and gives a soft tug. The gun hits the stallion in the face throwing him off balance.

Another crook rushes Spider-Mane only to have him flip over his head and attach two more web lines to him.

Peter pulled the two lines over his head, sending the crook into the brick wall.

"Ooo sorry bout that. You okay?" Peter's fur stood up once again, Peter turning his head just in time to see the first goon get up and charge him again.

Peter quickly fired webbing onto the crook, trapping said stallion in a cocoon. Peter then fired webbing onto the other crooks keeping them pinned.

"Now let's get a good look at your ugly mug." Peter removed the mask only to see someone all too familiar to him. "Flint Marko!?"

Peter then went to the task of unmasking the other crooks. He immediately recognized another one.

"O'Hirn too!? So you guys went from robbing banks to robbing a bakery!? Dude, that is sooo stupid."

"Wait, how does he know you guys?" The crook webbed onto the wall asked.

"When I was still in Manehattan, I would always catch these guys robbing banks and other places. But now I catch them and you guys robbing a bakery!? Wow this just made my day!"

Spider-Mane looked at the pink mare who had been watching and recording the whole fight.

"You okay miss?"

"Yeah I'm fine. And the names Pinkie Pie and also, I have so many questions!"

Spider-Mane chuckled. "Well sorry, I can't stay and chat. How bout you call the authorities and tell them you have some guys that need to be put in some nice cozy cells."

Spider-Mane left the bakery and web zipped off into the night.

Spider-Mane is Born

Pinkie Pie's morning went like any other morning. She kept an eye on the shop, gave out pastries, and had some conversation with some of the town's folk. Today though she wanted to show her friends the video she recorded last night.

Pinkie remembered the events that transpired. Four crooks broke in the bakery, for some unknown reason, and then a stallion calling himself Spider-Mane stopped the crooks with ease.

*The Apple Farm*

"Alright Pinkie, what y'all want to show me that's so important?" Pinkie pulled out her phone and played the video for Applejack.

The video wasn't that long as Pinkie wasn't able to record the whole fight.

"You should see what he does!" Pinkie couldn't contain her excitement. The memory of seeing Spider-Mane take out the four crooks with ease was amazing.

Spider-Mane flipped over one of the goons, attaching two lines of some sort to the crook and tossed him over his head, and into the brick wall.

"Ooo sorry bout that. You okay?" Applejack continued watching as Spider-Mane webbed all the crooks, he even called out two of the names! The video ended with the hero leaving the shop.

"Was that cool or what!?"

"Why didn't y'all tell us bout this when it happened?"

"I got caught in all the excitement that I forgot to tell you girls, sorry."

"If this happens again, tell us. Just glad that stallion was there when you needed him." Then a thought crossed Aj's mind. "Say Pinkie, do y'all know why they were tryin to rob the bakery?"

Pinkie's answer was a simple shrug.

Peter's morning was a morning that he wasn't prepared for. Ponyville seemed to have a criminal underground nearby and since he was the only costumed hero around, he was the only one who stood in there way.

The first crime that Peter stopped was a mugging. Nothing new. The ones after that turned into a complete nightmare. Peter ended up getting into a fight with guys who had stolen some alien tech from Manehattan, which didn't end well for him.

Peter then had to rescue ponies from a burning building, which resulted in him torching his suit. He then had to go up against some of the royal guards who were apparently ordered to take him down.

"What happened to Ponyville's a great place to take a break?" Peter stuffed his torn costume into a bag, then threw said bag into his closet. Bzzzz. Peter fired a web line at his phone yanking it over.

"Hey Trixie, what's up? Wait. You want to meet your *ugh* fine." Peter hung up and sighed. "Better put on something presentable."

"So, how's he like?" Rarity asked. Trxie had gathered her friends at Ponyville's famous cafe.

"Well he's selfless, a huge nerd like Twilight, he's handsome I guess, and he's my roommate."

"Y'all seem to share a history with each other."

" Well, Pete's been my friend since I could learn to walk. Our parents knew each other, they were close according to May. Then they died on that plane. Me and Pete are like brother and sister."

Rainbow couldn't believe what she had heard. Trixie and this Parker guy's parents died on a plane. "My parents were killed on the same day of that crash, according to those—"

"Peter! So glad you could show up. Girls this is Peter Parker."

"I'm Twilight Sparkle. Trixie told me that your a, in her terms, "a huge nerd." So, uhh what's your major in?"

"Science all the way. I worked with Dr. Connors back at Manehattan. Now I'm trying to find some work here. So far, no luck."

"I could get you in at Octavius Industries. He's a wonderful guy who wants to help people. The pay isn't much, but—"

" I'm Pinkie Pie!" Peter shook Pinkie's hand, her smile not faltering in the slightest.

"I'm gonna go on a limb and say that your the one who's always hyper." Pinkie nodded.

"I'm Rainbow Dash, the most awesome girl you'll ever meet."

"You remind me of an old friend."

"I'm Applejack. Pleasure to meet ya Mr. Parker."

"Pleasure to meet y'all Ms. Apple."

"I'm Fluttershy. You might recognize me from somewhere."

"Yeah I remember you! You were always with that one guy and his brothers. Are you two an item?" Fluttershy nodded.

" I'm Rarity. It's a pleasure to finally meet you Mr. Parker."

"Yeah. It was nice meeting your friends Trixie, but I gotta head on home."

Nightfall had struck Ponyville. Everypony had turned out their lights and went to sleep, one pony however was busy awake in his bedroom working on something.

Peter finished placing his mark two web shooters on his wristbands. Peter had worked the remainder of the day working on a new suit, his old one being torn to shreds.

The costume's black spider popped off the chest. The red one on the back did as well. The lenses to his mask were resting on top of his mask, Peter making sure they wouldn't fall off. The suit was finally finished, but now all that was left was a test.

Peter zipped through the nightlit sky. The suit's red and blue colors had stayed. The costume was also fitted with a web pattern that went all around the red.

"Look out Ponyville, here comes the Amazing Spider-Mane!"

Life in a small Town

Peter woke up early for a mornings patrol. Nothing new and exciting happened. Peter fought off four crooks from robbing a boutique, stopped a mugging, and stayed clear of the Royal guardsman.

"Seriously what's with these guys not understanding that I'm the good guy? I don't like it when the proper authorities make me punch them in the face." Peter chomped down the rest of his burrito. He pulled out his phone seeing a message sent from Trixie.

"Come over to the pizzeria. There's someone that Shy wants you to meet. Wait, Ponyville has a pizzeria?"

Peter zipped through Ponyville going in the direction his mini map was telling him to go. "Why didn't I think of putting a HUD in my mask until now? Would've helped so much with finding that Vulture guy a while back."

Peter landed on the roof of a building. Seeing the pizzeria from a distance. "So the famous Freddy Fazbear's pizzeria is in Ponyville. How come Sasuke never told us."

Back in his civilian clothes, Peter fixed his mane as he walked through the pizzeria's doors.

"Welcome to Freddy's, where magic and fun come to life!" A female Pegasus with a Freddy's cap on and a navy blue uniform stood behind a desk.

"I'm Peter Parker. Uh Fluttershy asked me to come here to meet someone."

"Yes, she told me that a Mr. Parker would be coming over here. Just walk down that hall to your right and you'll be right where you want to be."

Peter walked into the mouth of the hallway. There was dead silence. As soon as Peter exited the hall, his ears were filled with the sound of children yelling, an arcade game going off, and the animatronic bear and his pals singing a tune.

"Those animatronics look so life-like."

"That's because they're not animatronics Parker." Startled, Peter turns to face a male Earth Pony in a purple jacket with a golden badge on it. He was wearing a black button up shirt under it. The jacket's collar laid resting near his shoulders.

The stallion's mane was a shade of black and his eyes were a dark blue. His smile was genuine and his postor was what you'd expect of a businessman.

Peter hadn't realized that he was now giving the stallion a handshake.

"Nice to finally meet you. I'm—"

"William Uchiha Afton! Sasuke told me a lot about you! I thought I'd see you in a blue suit or something." William chuckled.

"You would've if I was twenty."

"What did you mean by they're not animatronics?"

"Animatronics became too dangerous. So me and Itachi decided to hire actors to portray the original characters.

"Who made the music?" William led Peter into an Employees Only Room. There he found a group of workers sitting at tables, chatting with each other, and just enjoying some pizza.

William and Peter stopped in front of two mares, one being a Unicorn, the other a Earth Pony.

"Peter Parker meet Octavia and Vinly or as the internet knows her as, DJPon3. Ladies, this is Trixie and Shy's friend."

"Nice to meet you." Octavia shook Peter's hand. Vinyl waved at Peter. "Oh Willie you forgot to mention that Vinyl's a mute." Peter stopped to stare at Vinyl, who returned his gaze with a smile.

"Oh yeah. My fault. Vinyl can't speak as Octi has told you. She conveys her emotion through dubstep. She's really good at it you need to listen to her music."

William looked at his watch. "Sorry, Pete, but I gotta go. I'm leaving for Manehattan, gonna go hang out with my brothers. It was nice meeting you."

"Nice to meet you too William."

Peter left the pizzeria feeling the need to explore Ponyville. Especially since he was going to go back in to patrol soon. Peter changed into his costume and zipped back to the town.

Trixie sat alone in her home, the envelopes in her hand were making her miserable.

"So many damn bills to pay. I think I might need to get another job. Fazbear's has been helping, but being nighttime security doesn't pay all the bills. Not even my own store is enough," Trixie grumbles. "Get a damn job already Parker."

Trixie got up from the table and left the dining room and headed for her bedroom. Trixie walked past Peter's bedroom, but stopped. She turns around and heads to the door. She grabs the knob and turns it until she opens the door.

"Sweet mother of Luna! It's like a tornado came in here." Peter's room was in shambles. Bags were hidden in the closet, papers and a computer took up the space on his desk, parts were in a trash bag, and a picture was hanging above his desk.

Trixie walked over to check out the picture. She was standing next to Peter, who was standing next to a blonde mained stallion. She couldn't remember where the picture was taken or who the blonde stallion was.

Trixie brought her focus down to a piece of paper that had some sketches on it.

"Guess Petey was choosing how the new duds should look. Glad he stuck with the original concept." Trixie stared at the sketches.

"If you told ten year old me that one day her best friend Peter would later become a super hero named Spider-Mane, I'd call you crazy."

Trixie flipped the paper over to the back and took Peter's mechanical pencil and began to sketch something out. An hour passed by and Trixie finished jotting down a final note.

"It's time for this girl *yawn* to hit the sheets." Trixie left the room making sure to close it. As she was getting ready to enter her room she heard a groan. Trixie peeked her head passed the corner to see Spider-Mane rip his mask off his face.

"Today was a long day. I really need to find a job, gotta help Trixie pay the bills. *Yawn* should get some sleep." Trixie watched as Peter's body hit the sofa. Trixie walked over to him and grabbed the blanket wrapped around the side of the sofa.

Trixie drapes the blanket over Peter's body, covering every part of the costume.

"Sweet dreams Peter." The lights in Trixie's house went out. Ponyville once again succumbed to sleep. Only two individuals were wide awake.

"Did you get Dr. Octavius?" Otto used the controller to move the arm upward. The arm did as it was commanded, but it continues to shake.

"It's no use Twilight. There still far too many bugs!" Otto set the controller down and sighs. "You should head back home Twilight. It's late."

"We're getting there Dr. Octavius. Slowly, but surely." Otto nodded, his smile returning. Twilight picks up her backpack, putting the straps on. She grabs her ID and begins to head out the door. She stops, remembering something.

"Dr. Octavius...I think we could use some more help in the lab. Maybe with an extra hand he can solve the bugs that we couldn't."

"What are you suggesting Twilight?"

"There's this stallion, Trixie's friend, Peter Parker. According to Trixie he loves science. Maybe he could help us out in the lab."

Otto thought this over. "We could use some more help. Maybe..."

"Tell your friend Trixie to tell Peter that there's a job hiring someone who's willing to use their brains to help the world."

"I'll tell her as soon as possible. Goodnight Dr. Octavius!"

The lab was silent. Otto looked at the arm. They've been working on this thing for months and yet they still couldn't get the bugs out.

"Mr. Parker, you better be one hell of a scientist."

A train stopped dead. A stallion in a suit stepped out wiping the blood from his hands. The train workers were beaten to death. One of them had his face bashed in.

The stallion sniffed the air. A big toothy grin spread across his face. He began to laugh.

"You thought you could get away from me didn't you Parker. Thought you could bring back the pitiful piece of shit of a stallion that I'm forced to share a body with. Let me tell you something Parker. All hell is gonna break loose. I'm gonna engulf this town in flames!" The stallion's laughter was the only thing that pierced the dead silence.

The Spider's VENOM

"No! We do not eat the heads of super heroes remember!" VENOM stopped.

"But he attacked us!"

"Don't eat him!" VENOM growled, but he obeyed his host's wish.

"Guards are coming. Better head back home."

"He's coming with us."

"Fine!"

Brock's place, morning

"Wakey wakey Petey." Peter's eyes flutter open. Peter looks around until his eyes lay on a stallion. He was an Earth Pony, as Peter couldn't see a horn or a set of wings. That's when reality struck Parker.

"How do you know who I am!" Peter was demanding rather than asking. Peter noticed his mask was resting on a table.

"Okay, first things first, it's me Eddie! We go way back my friend. And second, you were making weird noises in your sleep so I took off your mask thinking you needed to breathe."

Peter sat upright on the sofa. He noticed he was wearing a large jacket. It was zipped up thankfully.

"I can breath just fine with the mask on you know."

"How the hell am I supposed to know that?" Peter looked away from Eddie. His mind raced back to what he could try and remember.

"Say Eddie."

"Yeah Pete?" Brock was in his fridge pulling out some leftovers.

"What the actual hell was that thing?

"Oh you mean VENOM. He's a parasite thing from space. He's stuck with me."

"Parasite! Are you fucking kidding me Eddie!"

"So what, are you a hero or something?"

"I try to be."

"Then I'm guessing your also looking into the murder of those train workers." Brock nodded tossing Peter some apple cider. Peter popped the bottle open and drank the sweet liquid.

"And then you came along and try to hurt us. We beat your ass, now your here."

"Why do you keep saying we and us instead of I?"

"Cause that's what happens when you have an alien symbiote inside you for three years."

"I'm going to look into the murders some more and try to find out who the killer is. You could be my extra pair of hands."

"Sounds like a plan."

"We'll help, but please don't make us kick your ass again."

"I would've won that fight!"

"But ya didn't."

Spider-Mane swings through Ponyville, his destination none other than the train station. VENOM was close behind.

"I hope Brock's got some form of control over that thing. To be honest, it actually freaks me out." Spidey and VENOM land on a hut. Royal guards were scattered around the train.

"You go and check things out. We'll stay up here as look out." Spider-Mane nodded before jumping down. Spidey lands near the train. Once inside he begins his investigation.

"Huh? Is that a...scale?" Spidey picks up a scale from the control panel that had a fist in it. As he scans the scale he hears somepony approaching. Quickly he jumps out of the train and onto the perch point.

"Did you find anything little Spider?"

"Yeah I did." He holds up the scale for VENOM to see.

"Is that a dragon scale?" The scan was complete. The scale identified as that of a goblin.

"A goblin scale?" Spider-Mane's lense shift. Then it hits him. He's fear has come true. He thought he could run away from him and try to live a semi-normal life.

"I just doomed all of Ponyville if he's here." VENOM was still confused.

"If who's here? What species does that scale belong to?" Spider-Mane looks at VENOM. The symbiote could feel his fear.

"The Goblin has followed me."

Fear Rising

Peter couldn't sleep. Wasn't able to sleep for days actually. Ever since he found out that the Goblin was here, he's been restless. The Goblin shares the body of Norman Osborn, with Osborn. Norman is a good stallion, his company dedicated to helping Equestria. The Goblin was the opposite of Osborn. He was full of rage and hate, wanted everypony dead.

"Peter." Peter nearly jumped out of his chair. He turn to see Trixie. "My Celestia, when was the last time you slept?" Peter rubs his eyes.

"Do I really look that bad?"

"You look like complete shit!"

"Thanks. Look, I'm sorry, but there's nothing to worry about. I'm fine."

"You're not fine! I've been hearing you late at night talking about the Goblin! Tell me Parker, is...is the Goblin back?"

Peter looks at the ground. "Yeah. He's here in Ponyville. Pretty sure he followed me."

"Then you have to leave."

"Wait...what? As in leave Ponyville or..."

"Just leave my house! You know how I feel about Gobby, and if he's hear, he'll come for you. And he won't stop until you and everypony else is dead. You know this. Leave here, leave Ponyville."

"If I leave he'll just follow me. I'll just be putting more lives in dan—"

"I can't watch this place go up in flames! I won't allow him to just burn my home to ashes and kill my friends and the other ponies!"

Peter could see the tears pour from her eyes. He didn't know she had this much fear of the Goblin in her. Peter lifts her chin up.

"Trixie. We both know that I won't let him win. I'll get Mr. Osborn back in control and we can go about our day. I beat him before, I can do it again."

Trixie sniffs. "Can you do it with no casualties?" Peter winced at that comment. It brought back a memory he wanted to forget. He pushes the thought away.

"This time, no pony's gonna die."

Peter was invited over to Twilight's place at 5:00. The time was 3:41, according to his desktop's clock. He had some time to spare. Then an idea hit him. He knew where Trixie's friends lived, having been to their homes.

"I'm gonna go and visit your friend Applejack! Don't wait up on me!"

"Alright."

Peter took off, Applejack was the first one he wanted to chat with. In a way, she reminded him of the late Gwen Stacy. Peter shivers. Just thinking about her name brought that memory back.

It took him a while, but Peter eventually made it to the Apple family's farm. The farm was located at Sweet Apple Acres, so Parker's roof jumping took a while. He spots Applejack.

"Hey Aj!" It didn't take long for Peter to find himself inside the house of the Apple's. There was Granny Smith, who Peter thought would get along with his aunt just fine, Big Macintosh or Mac, who reminded Peter of his favorite brooding Dark Knight for some odd reason, then finally Apple Bloom, who was like a little sister he never had.

Peter and Applejack were in the bedroom of Aj. Peter was sitting on her bed while Aj sat on her rocking chair.

"So Pete, what brought ya to Ponyville?"

"Well my aunt thought it would be a nice place for me. So far I like it, even though crime rates have gone up a bit."

"Ponies blame Spider-Mane for that. Ponyville's been having criminals, but this big Wilson Fisk guy had give them confidence. Shoot, I'm glad Spidey's here, he's cleaning up the streets."

"So what is he to you? Spider-Mane I mean. Back in Manehattan he was called a vigilante, a threat, and even a menace to all of Equestria."

"Spider-Mane...well he's just a kid with a good heart. Bet he had some wonderful parents. To me though, Spidey's a hero. A hero Ponyville needs. Sure he's a bit weird and comes off as cocky, but there's one thing about him that I love the most. It's the fact that he does this, without wanting a reward. Dash could learn a thing or two from him." Peter smiles, Aj didn't notice it though. Peter looks out the window to see Big Mac working his tail off on the field.

"Your brother's a hard worker. Guessing you got that from him." Applejack walks over to the window, smiling at seeing her brother.

"Granny Smith says I'm a lot like Mac. He's the heart of this family ya know. Don't know what we do without him." Peter frowns, remembering something.

"Hey, what time is it?" Applejack looks down at her watch.

"It's 5:10. Why?"

"I gotta go head over to Twilight's! She said she had a job offering." Peter said his goodbyes to the Apples as he raced out of their home.

Twilight and Spike's home

"So Dr. Octavius is open for somepony new to join on us on our quest to make Equestria a better place. You'll need to go to schedule an interview with him sometime next week."

"Next week? Trixie needs help paying the bills. I need to take that interview now."

"I'm sorry Peter, but Dr. Octavius' schedule is full. You'll have to wait until next week. I'll loan you and Trixie some bits to keep you on your hooves." Peter sighs, burying his face in his hands. "If it helps, I'll try and find a way for Dr. Octavius to meet with you Friday." Peter raises his head up, a smile had warmed its what on his face.

"Oh thank you so much Twilight. I-I can't stress this enough. Thank you!"

"Anything for a friend." Twilight says with a smile.

Nightfall

Peter zips through Ponyville, trying to get the image off his mind. He had awoken from a nightmare just recently and decided the best way to forget about it, was to zip through Ponyville's streets. He would've admired the beauty the small town was giving to him, but that image was stuck in his head.

"You let everypony down Parker. The Stacy's, Manehattan, Wayne, Stark, your aunt May, and even...your new friends." The Goblin was in his ultimate form. He was a giant compared to the Hulk himself, maybe not as big as Giant-Stallion, but he was pretty big. Parker looks at him in fear. He wasn't in costume, but his web-shooters were online. His spider-sense was blaring. The Goblin laughs as he steps aside, the ground shaking with every step. Peter sees the bodies of his friends, some of them with major injuries. Dash's stomach was punched in, Rarity's neck was snapped, Trixie had...Peter looks away.

"Y-you'll pay for that."

"You can't do anything to stop me Parker. Remember what happened to the Stacy's?" Peter nods.

"H-how c-could I forget." The Goblin snatches Peter off the ground. He takes flight, earning a sudden yelp from the teen. Goblin stops once he can see his "masterpiece."

"Look at Ponyville. Isn't it beautiful?" Peter looks on in horror as he sees his new home engulfed in flames! "Don't you love it when the hero fails?"

"W-what about Iron-Stallion, or Captain Equestria, or even the princesses? Did they not try and stop you?" Goblin brought Peter towards his face.

"They tried, but they failed. I killed them all Parker! I KILLED THEM ALL!"

"That's impossible. You didn't do this alone, there's no way in hell you did this alone. Who helped you Goblin? TELL ME!" Goblin ignored Peter. Instead, he set Peter on the ground safely. Peter's spider-sense went off again. Before he could do anything, the Goblin brought his fists down onto his small frame, the impact was too great, and painful. Peter woke up in a pool of sweat in his bed. He threw his costume on and swung out of the house.

Peter scowls. He crushed a vase that he hadn't known he was holding. "Goblin won't win. No pony's gonna die."

"That vase is gonna cost ya." Peter looks to his right to see that same mare who had called him a freak when Venom threw him into her shop.

"Sorry, I don't have any bits on me. I'll try and--" Parker's spider-sense goes off just as an explosion goes off.

"What the hell?"

"Stay inside miss. I'll go check it out." Peter fires a web-line and begins to swing his way to the danger.

Peter makes it to the explosion sight. To his horror, the building that had exploded, belonged to Twilight and Spike. "Oh sweet mother of Luna." Peter looks at the wreckage. No pony could've survived that. Ponies all over Ponyville rushed out of their homes to see the source of the disturbance.

"Girls! It's Twilight and Spike! Their home is a total wreck!" Peter turns to see Rainbow Dash and the others rushing to the scene. That's when Dash notices Spider-Mane. "You bastard! Where were you? You call yourself a hero, yet you couldn't save my friends!"

"Ma'am calm down. We don't even know if your friends are dead. They could still be alive." Dash wasn't having it. She got into the masked stallion's face, shoving a digit onto the black spider.

"How could anypony survive that! Your supposed to save ponies, not let them die! What type of hero lets ponies die?" Spider-Mane's lenses widen, then they close. Spidey turns away from Dash. She was right. What type of hero lets ponies die? Not Captain Equestria, not Batmane, not the Flash, not any super hero. No pony, but him.

"Rainbow Dash! I'm sure Spidey got here as fast as he could. He can't be everywhere at once." Applejack glares at Dash. Sure her friends house had been blown to bits, but maybe there was a slight chance that she and Spike were still alive. She couldn't put the blame on Spider-Mane, he was only one stallion after all.

"Where were you though? Where were you when our friends needed you?" Spider-Mane couldn't answer Rarity's question. The crowd began shouting things at Peter. Spidey looks around, his eyes landing on Trixie. She had the same terrified look she had this morning. Peter promised no pony would die, and he broke that promise. He failed to save Twilight and her baby brother assistant Spike. He was no hero.

"We don't need you Spider-Mane! Get out our town!" A blonde mare yelled at him. Spider-Mane fires a web-line and swings away from the scene. He knew who had done this, what he didn't know was whether or not he took Twilight and Spike, or hid their bodies. He was a sadistic villain that Osborn had to share a body with.

"Norman. I hope you were able to communicate with the Goblin when he did this. I'm hoping you were able to trick the Goblin into taking them as hostages. I'm hoping you did. I-I can't lose anypony else." Peter takes his mask off, staring into the lenses of the mask.

The Next Morning

Parker was on high alert after the incident. He was on patrol as soon as the sun showed itself. He stopped five muggings, three officers, and two Royal Guard ponies. Cops were all over Ponyville looking for him. While he was on patrol, Peter tried looking for Twilight and Spike using his GPS to locate his spider-tracer. Sadly, they must've been underground, or his tracer had to have been destroyed, cause he couldn't get a signal from them.

Trixie placed down the gauntlet. It had a red color to it, with a nozzle at the wrist. "I'm tired of being afraid of the Goblin. If he wants to destroy the lives of Mr. Osborn, Peter, and my friends, I can't stand by and watch. No more being weak, no more. The Goblin will die!" Trixie picks up the helmet on Peter's desk. She modified the armored Spider-Mane suit he wanted to make and gave it some additional extras. She made sure it had the look her spider friend had chose for it.

Rainbow Dash paced around in her room. She couldn't just sit there, and do nothing. Her friends were missing. She had to do something! "Spider-Mane can handle this. This seems to be more up his alley. Wait, what am I saying? I can do this myself! I'll save Twilight and Spike myself! I'll be the one in the spotlight once I save them! I mean, it's more about saving Twilight and Spike, and not the fame. But that would be nice." With her mind made up, Dash flies out of her house in search for her friend.

Rarity, Fluttershy, Applejack, and Pinkie Pie sat at Rarity's living room. It was hard to find a place to sit with all her, as Applejack called it, "fancy junk", around the room. "We have to go and look for Twilight and Spike."

"Shy's right! Oh they must be so scared right now! We have to find them!" Pinkie says, standing on top of Rarity's table. Rarity pushes her friend off and begins to wipe the table with one of her dresses. Once she realizes that she was using her one of her dresses, she screams. Or at least tries to, screaming is hard when Fluttershy's hand is covering your mouth.

"Now how in Celestia's name are we gonna do that? We don't have a clue as to where they could be. How are we supposed to find them?"

Pinkie sits up. "We can ask Spider-Mane for help."

"That would be a great idea. Hopefully the Royal Guards haven't taken him in yet."

"We cannot work with that stallion! Absolutely not!"

"Rarity. He's the only stallion who can help us right now. If we want to get Twilight and Spike back, we have to work with him." Rarity huffs. She never did like stallions who were so secretive, especially if they had tacky taste in fashion. Spider-Mane had fallen into that category. Her friends were right about one thing though. Spider-Mane could and would help them find Twilight and Spike. After all, she has seen him nonstop zipping through the streets of Ponyville as if he were looking for somepony important.

"So, are we gonna team up with The Amazing Spider-Mane?"

Eddie Brock sat in his apartment eating his breakfast. He heard of what happened last night. Spider-Mane was going to need some extra hands. And he was ready to lend a symbiote into a fight. "You ready Venom?" Venom shoots out of Eddie's chest. Looking at his host, Venom smiles.

"I am ready. Are you?" Eddie sighs. He did this before with Riot and Carlton Drake, but other than that, he was still new to this whole "Lethal Protector" thing.

"I guess so. Let's go save Equestria again." The symbiote engulfs Eddie's body, making the alien hero Manehattan declares as Venom.

"Let's go take out the Goblin!"

Peter swings through a subway station. "I didn't know Ponyville had a subway station. Looks abandoned by the looks of things. Why would Goblin take them here though?" What Spider-Mane hadn't noticed was that Rainbow Dash was following him. Or at least, he acted like he hadn't noticed. Dash ducks back into her hiding spot as Spider-Mane turns his head her direction. Dash had to be honest with herself here, Spider-Mane could be very scary at times. The way he suddenly stops talking abruptly to look behind him as if he knew somepony was following him.

Not only that, but the lenses on his mask, that could show all types of emotions, were a tad bit unsettling to look at. Especially if he wasn't making any form of emotion with those bug like eyes. Dash takes a peak only to notice that Spider-Mane was gone. "Shit." Dash flies after him, stopping when she sees him opening a, vault?

"What the fuck is a vault doing down here?" Dash thought she had said that to herself. How'd she know she said that out loud? As soon as he opened the vault door, Spider-Mane turned around faster than Dash could react, and pinned her to the wall using his webbing. Dash came to realize that not only did she need to not say things out loud, but that Spider-Mane's webbing was incredibly strong!

"What in the hell are you doing? Are you trying to get yourself killed?" Rainbow struggles against Spidey's webbing, but it wouldn't tear. She was trapped in a spider's web. She couldn't tell if he was pissed, or worried. His lenses were hard to read. They were slanted down as if he wore an angered look underneath the mask, but a mixture of sympathy was in those lenses. That's when his lenses widened.

"Uh oh." Spider-Mane says as he turns around for no reason Dash could think of. Spider-Mane readies himself in a fighting stance. Then his spider-sense returns. The Goblin bursts through the wall next to Spidey and Dash. Spider-Mane rips Dash off the wall, holding her tightly as he swings away from the Goblin.

"Shouldn't you be fighting him instead of running, err I mean swinging?" Spider-Mane attaches himself to the ceiling as a pumpkin bomb flies past them. The grenade explodes upon impact with the floor. Spidey continues his swinging, looking for the entrance he came through.

"Not with you here with me! I can't put an innocent mare in danger. Once I get you outta here, I'll handle the Goblin!"

"I can take care of myself dude!" Spider-Mane flies through the entrance way to the subway station. He sets Dash down, spins around with a right hook attaching itself to the face of the Goblin.

"Sure ya can. Try telling that to Goblin real quick." Spider-Mane fires webbing into the eyes of the Goblin, he then fires a web-line to propel himself from the ground. He gives Goblin a swinging kick to the jaw, hoping to at least stun the beast. "Go and warn Ponyville! Tell the Royal Guards that--" Spider-Mane took a mean uppercut, sending him into the air, the Goblin grabs his leg and slams him to the ground.

"Ow. And tell them that Twilight Sparkle and Spike are in the old abandoned subway!" Goblin wrapped his hands around Spider-Mane's abdomen and began to crush him. Dash winced as she heard multiple bones snap! Spider-Mane fires more webbing at Goblin's eyes, the beast dropping Spider-Mane in the process. "Good thing your stupid as hell Goblin," he turns to Dash. "what're ya waiting for? My autograph? Later. Now go!" Dash nods and takes to the sky turning back one last time to see Spider-Mane forcing his body to ram into the Goblin's chest.

As Dash flies off looking for a Royal Guard pony, she had one thought on her mind. "I-I know he's a super hero and all, but can he beat that thing?"

Peter ducked as the Goblin threw his arm his way. All morning he was searching for Twilight and Spike, and he finally found them. As well as the Goblin. Peter jumps out of the way of a pumpkin bomb, but took a left jab into the ground. When the Goblin removed his fist, Spider-Mane was embedded into the ground. His costume began falling apart. A long slash was on his chest, his mask was covered in dirt, his left lens was cracked, his mane poked out of the hole in his mask.

Peter tried to sit up, it was painful, but he managed. He went to fire a web, but nothing would show. Looking down at his wrist, Peter moved the sleeve of his suit down to see his mark two web-shooter crushed. "Dammit. Hey Gobby, you mind calling a time out? My web-shooter's busted." The Goblin smiled, his teeth, brought dread to Parker.

"This is the end for you Parker." As the Goblin went for the killing blow, a black figure drove it's foot across his face. "Who the hell did that?"

"We did Goblin. And you won't be killing anypony today." The black figure helped Spider-Mane to his feet. "Go back and get something better suited for this."

"I got just the thing. Thanks for showing up." Spider-Mane swings off the battlefield.

"Who are you supposed to be? Parker never mentioned anything about other allies."

"WE ARE VENOM!"

The Spider vs. The Goblin

Peter swings through Ponyville. Royal Guard ponies and police officers were racing towards Goblin and Venom. "I don't like leaving anyone to fight my battles, but Brock's right. I need something that can give an edge against Gobby."

Peter burst into Trixie's house, stopping once Trixie was in his line of sight. She was wearing his spider armor! Or at least a finished model of it. "What are you doing?"

"Going to fight Goblin." Peter rips off the remainder of his mask, his face was badly bruised. Blood pours from his head.

"You can't! He's too dangerous! He'll--"

"I'm not some helpless mare Parker! I can take care of myself. Besides, you couldn't even keep Twilight safe, how can I even trust anything you say?"

"But I found Twilight. I found her and Spike. Their safe in Goblin's bunker. Venom is keeping Goblin distracted, but he needs backup."

"Then I'm going. Your not stopping me Peter." Trixie puts the helmet on. The spider eyes glow blue. Peter takes notice to the addition of the horn on the helmet. He sighs as Trixie flies past him.

"Did she add boot jets too? Iron-Stallion's gonna think I ripped him off." Peter enters his bedroom, parts were scattered over the floor. "If I want to beat Goblin, I'm gonna need to make something that can withstand the beating he's gonna give me." Peter grabs one of the parts. He looks over it, before smiling.

Venom back flips onto a building as a pumpkin bomb hits the ground. "Where's Parker. We need some extra hands." Venom leaps onto another building as Goblin smashes the previous one. Venom extends the symbiote to wrap around Goblin's throat. Venom uses the tendril to pull Goblin down, but instead he was yanked forward. Goblin backhands Venom, sending the brute flying into the dirt. His body bounces off the ground before coming to a halt. Now they were in the center of Ponyville.

"That hurt."

"No shit it did Eddie. Now focus! We need to keep Goblin from harming any innocent ponies."

"Yeah yeah where's our backup?"

"I don't know." Venom sees Trixie fly past him. "Guess backup has arrived."

"Are you okay Twilight? Do you have any injuries?" Twilight took a minute to catch herself. She shakes her head. Shining smiles. "Do you know what--"

"That Goblin dude's took us to lure Spider-Mane to him. He...he said that he was going to kill him and Ponyville! We have to help Spidey stop him!" Shining turns to his men.

"You heard Spike, help Spider-Mane, and anypony who aids him, in stopping the Goblin! GO!"

"What can we do to stop him Dash? We don't have any special powers! W-we're just everyday ponies for Celestia's sake!" Rarity shakes in fear. Fighting somepony powerful enough to rip her in half wasn't on her "To Do" list.

"It doesn't matter Rarity! We have to help him! He went through all the trouble to find Spike and Twilight, the least we can do is lend a helping hand!" The mares were quite. Finally, Applejack spoke.

"Then what in tarnation are we wait'n for?"

"Parker?" Goblin takes a barrage of missiles to his face. Going to rub his eyes, his arms are yanked back. Once his vision returns, Goblin sees his arms are being held down by a spell. Goblin tries to free his arms, but the chains only grew tighter. He roars in frustration. "Parker can't do this! You must be another one of his friends! What? Is he scared to face death?"

Trixie glares underneath the helmet. She charges her horn, and unleashes a flurry of magic attacks. Each blast hitting their target. The spears dissolve, leaving Goblin's chest to bleed out. Goblin smiles. "Go ahead, kill me. See if Parker won't stop you." Trixie fires up her horn. Before she could go with that act, a web strikes the helmet.

"We don't kill pal! Number one rule of mine." Trixie looks at Spider-Mane. He's suit was the exact one she had requested days ago. The suit bore a black color scheme. The lenses were now red. The spiders on his chest and back were replaced with two red spiders. Talons were at the end of each digit. On his palms were the black widow's hourglass. Spider-Mane's lenses shift to anger.

"Donning a new suit won't save you Parker!" Goblin pulls at his restraints again, finally breaking free.

"This ends Goblin. Whether you like it or not, this ends!"

"And we're standing by his side!" Goblin, Spider-Mane, and Trixie turn their heads to see the Royal Guard and Shining Armor, the princesses, Dash and her friends, Iron-Stallion, the police force, and Venom.

"They wanted to kick some Goblin ass! I couldn't say no to that." Venom says. Spider-Mane and Trixie lock onto each other. The two friends nod.

"No matter, I'll kill you all!"

"Take your best shot Gobby!" Spider-Mane leaps at Goblin, the crowd behind readies themselves. One way or another, one of them was going down.

One of them had to lose.

The Spider vs. The Goblin II

CRACK! Goblin tumbles into a building. Spider-Mane fires a web line to pull himself away. Iron-Stallion fires a barrage of missiles at Goblin. The missiles break into smaller projectiles, all hitting their target. Venom leaps after Goblin, delivering a haymaker. Goblin lost it. His anger takes over.

Goblin lets out a roar as he unleashes a wave of flames! Princess Celestia creates a force field to protect her subjects. Spider-Mane takes cover behind a building, his lenses widen at the sudden outburst.

"He could never do that before!" Once the fire subsided, Spider-Mane hops to the top of the building to find the Goblin flying away.

"Need a lift?" Trixie hovers above Peter. He nods. Trixie takes flight, Peter fires a web-line at her back, he's immediately yanked into the air. "Hey Goblin! Why are you flying away huh!? Thought you were big and tough! Ya scared?" Peter holds onto his line tighter, trying hard to not vomit in his costume.

Princess Celestia drops her barrier, Iron-Stallion flying off once he could. He hadn't noticed Rainbow Dash was flying besides him.

"What are you doing here kid? Your going to get yourself killed." Rainbow laughs.

"And your not? This guy kidnapped my friend, I want a piece of him." Iron-Stallion sighs. "Besides, you could use some backup."

"Just shut up and fly." He pushes past Dash. She smirks, flying after the hero.

Goblin came to a stop. He drops down to the ground below, panting. Parker and his friends were closing in and fast.

"This was supposed to be between me and Parker! Should've known other heroes would get involved if a eight foot Goblin came crashing in. Need to revert back to Osborn's pitiful body. It's the only way I'll lose them. Parker, not so much." Goblin began to shrink, he's body reforming to that of a pony. Once in the form of Osborn, he takes off running into a forest.

"He just went into the Everfree Forest. We'll lose him now that he's running around as Mr. Osborn."

"I won't. I'll follow him."

"Should I let the others join in?" Peter shakes his head.

"No. This is between me and him. I...I have to do this myself. I have to prove to myself that I got what it takes to be Spider-Mane." Peter lets go of the line, falling. Upon landing he takes off after Osborn, letting his Spider-Sense guide him to his enemy.

Iron-Stallion and Rainbow Dash stop besides Trixie. "Where'd the Goblin go?" Dash asks.

"Spidey said not to worry about it. He says he's got under control. He'll contact me if he needs backup."

"As if! We gotta go in there and--" Iron-Stallion flies in front of Dash. "Move shellhead!"

"Goblin won't hesitate to leave when he spots one of us. He did this so he could lure Spider-Mane in. We gotta wait and hope that Spidey can bring him in. He's dealt with him before, he can do this."

"I can do this." Peter whispers to himself as he quietly navigates the forest. Thankfully he was wearing this suit out at night. Parker was able to easily blend in if he needed to make a quick get away.

"So the little spider has fallen into my trap." Peter quickly turns. Nothing. "Are you scared Parker?" Peter turns again. Nothing. Goblin was toying with him. His voice seemed to come from everywhere! "I'm going to kill you. And I'm going to enjoy it. I'll roast you alive, just like Gwen and her family. I can't wait for this to finally be over."

Peter's Spider-Sense goes off. He rolls to his right as Goblin punches a whole in a tree. Peter fires webbing, locking Goblin's arm in the tree.

"Just give it up Goblin! Everypony's waiting outside for you. It's over!" Goblin tears his arm from the tree. He grows into his hulk sized form. He grins.

"I'm not giving up until your dead." Goblin lunges at Peter. Spider-Mane slides underneath Goblin, getting up quickly.

Goblin turns around to meet Peter's uppercut. Peter continues the onslaught with right and left hooks, high and low kicks, another uppercut, and finally a roundhouse. Peter flips away from Goblin, trying to catch his breath. Goblin spits blood on the grass.

"You'll pay for that." Before Peter could dodge, Goblin punches his gut. He responds quickly with tackling him to the ground. Goblin proceeds to beat Peter's face in. "When I'm done with you, no pony will recognize you!" Goblin continues until Peter catches his fist.

Peter throws a wild punch, knocking Goblin into a tree. Peter gets up, his lenses smashed in. He removes his mask, throwing it to the ground. Goblin gets up, blood oozing out of his mouth. The two charge at each other. Peter blocks Goblin's fist and counters with his own.

Peter continues throwing out punches. They were random now. He wasn't trying to knock him down anymore. He was trying to end him. Parker continues dishing out punches, before he knew it, he was on top of Goblin, punching him repeatedly.

Blood stains Peter's gloves as he continues punching Goblin's face. He wasn't going to stop.

"I have to win! No matter what! Goblin isn't going to kill anypony else! This is it! I win this time!" Peter continues punching, he starts to tire. He stops to catch his breath. Goblin, now back in Osborn's form lay on the ground, spitting out blood. He smiles, the flame in his eyes return.

"Is that *cough* all you got? Come on Parker. Finish it." Peter holds his fist in the air, ready to strike the Goblin again. He gets up, firing web shot after web shot until Goblin was encased in webbing. He picks up Goblin and heads over to retrieve his damaged mask. "You think this is the end? I'll get out, and when I do they'll be hell to pay. This isn't over Parker."

"It's over Goblin. The princesses will take you into custody and keep you there until Harry and Oscorp can bring Norman back. It's over." Peter throws on his damaged Spider-Mane mask on and runs off.

"All this waiting is killing me!" Dash whines. Trixie looks back in the forest, thoughts began to creep into her mind.

"Did Peter lose? Did...did Goblin kill him?" Before Trixie could worry about it any longer, Spider-Mane walks out of the forest, holding Goblin over his shoulder. She smiles underneath the helmet. Iron-Stallion flies over to Spider-Mane.

"Wow. Good job kid. I'll take it from here." Iron-Stallion takes Goblin from Spider-Mane and flies off. He stops to look back. "Keep this up kid and Nick Fury will be looking for you." He flies off.

Trixie flies down to Spider-Mane. There's an awkward silence between the two.

"So, do I still get to stay in your house?" Trixie laughs. She embraces Peter. He accepts it.

"Your always welcome to stay."

"Ahem." Spider-Mane and Trixie part. Rainbow Dash looks at the two, eyebrow raised. "Anyways, I came down here to say, thank you Spider-Mane. Seriously. It means a lot to me that Twilight and Spike are safe and sound."

Peter smiles. Dash flies off, leaving Peter and Trixie.

"Time to get you home Mr. Super Hero." Peter chuckles.

"Yeah, I really need to rest after that."

Epilogue

"Welcome aboard Mr. Parker." Otto and Peter shake hands.

"Please, just call me Peter." Otto chuckles.

"Twilight, if you could show Peter to your work space." Twilight pulls on Peter's arm, dragging him into a room. Peter took notice that on the front of the door it read Peter B. Parker and Twilight Sparkle.

"This is where me and you can preform our own little experiments! And also, just to let you know, the pay isn't all that great. Otto needs to be selling his inventions to say Stark International or Oscorp or the Future Foundation, so that he can get paid. Then he splits it with us. There will be times when nothing happens for a while, so make sure you got multiple jobs to work at to stay on top!"

"You handle multiple jobs?" Twilight nods.

"I work with Trixie at her shop, and I work as a technician for Uchiha Robotics." Peter's jaw nearly drops. Uchiha Robotics only accepted the best from what Sasuke had told him. Twilight must've been pretty crafty.

She could help Spider-Mane out with upgrading his tech."

Trixie smiles. She bounces up and down in her home. "I'm finally on top of the bills! Yeah! Petey's finally got himself a job! Yeah!" Trixie continues her little song as Peter enters the house. He looks at his friend, chuckling to himself.

"Trixie we have a guest. Settle down." Trixie settles down long enough to see Rainbow standing next to Peter.

"Oh hey Dash! What are you doing here?"

"We want to talk about something we all share in common with." Eddie Brock closes the door behind him.

"Yeah, Eddie's here too." Peter says. Trixie sits down, seeing that Peter wasn't smiling about any of this. "Alright Dash, take it away."

"I...I believe that our parents knew each other before they died."

"That's stupid. How could our parents know each other Dash?"

"We don't know Trixie. But what I found out is that Peter's parents were SHIELD agents. And our parents all died on the same day, the same time, and we were all orphaned at a young age cause our parents left to do something."

"At first we thought that this was just random, that was until Eddie got an envelope dropped off at his place." Peter says.

"And in that envelope had our parents. Mine, Dash's, Parker's, and yours. I think our parents were hiding something very important from us." Trixie digests all this slowly. It didn't make any sense to her.

"So, what are we going to do?" Trixie asks. Peter, Eddie, and Dash all look at each other. Peter sighs.

"I don't know. I'm thinking we find some answers. I could ask May about this, see what she knows." The others nod.

Outside Trixie's house, a zebra and a unicorn stand outside, buying a drink while listening in on their ear pieces.

"Should we act now Fury?" The unicorn asks. The zebra known as Fury takes his drink from the waitress and takes a sip.

"Not yet Coulson. I want to keep an eye on them for a little while longer. Slowly, but surely, they're falling in the steps of their parents. Peter's just like how Richard was. I think he's my favorite if I'm being honest. Him and Trixie's friends have a long way to go. Write a letter to Princess Celestia. Tell her they're ready for protocol Nightmare."

Someone's out There

"Who or what could've done this?" Dash asked. Last night a train had pulled up to Ponyville. The train stayed at Ponyville's station the remainder of the night. Somepony found the bodies of the train workers and called the proper authorities.

The station was filled with Royal guards, the knights were keeping Ponyville's residents away from the scene.

Twilight and her friends were in the area when they saw a group of ponies gathered around the station. They hadn't seen anything like it. Twilight spotted her brother and headed towards him.

"Shining! Do you know what could've done this?"

"No I don't. No pony can do that to a stallion. I can at least tell you this much Twi, there's a killer out there."

Peter landed on the roof of the Cake's bakery. He sighed. Ponyville was turning into Manehattan, with all the new crime and all. Now there's a murderer out on the loose.

"I'm gonna head on over to Twilight's place. She said she might be able to help with my job hunting." Peter leaped off the building firing two web lines to fling him across the street. That's when Peter noticed a tall black figure holding a stallion in it's claw. Peter landed behind the black figure.

The thing was taller than Peter. The suit looked slimy in a way.

"Alright you murderer! This is what happens when you mess with my—" the black thing turned around, dropping the stallion who's head had been missing. The thing had sharp razor teeth, a pair of eyes that looked far too real, and white veins were running throughout the black liquid.

"We, are VENOM." VENOM swung a tendril at Spider-Mane, the blow sent him flying into a flower shop. The mare inside the shop began screaming.

"Shut up! Jeez."

"Get out of my shop you freak!" Peter squinted his lenses narrowing. Before he could comment he was yanked out of the shop. Peter ripped chunks out of the tendril wrapped around his leg, but the tendril continued to grow back.

"If I can't get it off, then I guess I'll just ride with it! Peter fired two web lines and pulled himself up.

Peter's knee went up with him and the attack connected with VENOM's lower jaw.

Peter landed on the back of VENOM and threw left and right hooks at VENOM's head.

VENOM grabbed Spider-Mane's head. He yanked Spidey off his back and slammed him to the ground. VENOM continued until Spider-Mane became motionless.

VENOM opened his mouth, bringing Spidey closer to his death.