Equestrian Dimensions: A Spider-Man X Power Ponies Story

by GhoulDash97

Rating: mature
Tags: Alternate Universe, Human, My Little Pony Comic, Anthro, Thriller, Other, Adventure, Power Ponies, Tragedy
Length: 13304

After getting off on the wrong foot with a group of ponies, Spider-Man must put his issues aside with them to save the world and defeat their enemies.

Welcome True Believers and Newcomers alike! Spider-Man has found himself in trouble yet again as he has been ambushed by six pony crusaders on his anniversary to the beloved Mary Jane Parker. But he will come to learn that there is more to them than they're giving off and he will need to put aside his differences if he wishes to stop the sinister forces that await him in this action-packed thriller! What could go possibly wrong for our beloved Arachnight?

I know. It's a terrible Stan Lee impression. But in all seriousness, this is my first crossover story with MLP (and second non-clop story, so far). But keep in mind that this story does have mature themes and I hope they do not get taken out of context. I also hope to try something new and I want to see how this story does with all of you. I am hoping to write more of this and I want all of your opinions on this. If you have anything to say about this story, be sure to tell me your thoughts and opinions in the comment section down below. If you also wish to check out my more explicit stories (Only one so far, but you catch my drift), check out my Archive Of My Own account. This is GhoulDash97 and I'll see you on the other side.

Published 2019-05-08 06:40:01 UTC
Last updated 2020-03-21 06:34:00 UTC

Pizza Time

Swinging and thwipping around the Borough of Manhattan, New York, fighting bad guys as he patrols, whooping as he swing from building to building, Spider-Man appeared to be having the night of his life. Having finished up his day as the crime-fighting Arachnight, he decided to call it for the night and stop by the nearest rooftop to rest.

“So… what’s a wallcrawler gotta do to get a nice double-pepperoni?” Spider-Man asked himself as he reached for his smartphone.

Dialing the number and putting it to his ear, he waited for the line to pick up. After a minute, the call picked up.

“Hello, Mr. Aligheri? I would like a large order of double-pepperoni for delivery. I’d also like a large coke and some garlic bread. Mm-hmm. Yup. Okay, thank you.” Spider-Man said before hanging up the phone.

Not knowing what else to do now, Spidey decides to weave a hammock out of his webbing and rest. Looking up at the star-ladden sky above him, he takes off his mask halfway and takes in the atmosphere around him.

“It’s a beautiful night. Really wish MJ was here to see this. I’ll go pay her a visit after dinner…” Peter said with a hint of sadness in his voice.

Taking deep breaths to keep a hold of himself, Peter decides to take his mind off it and just look at the stars above him as well as play a few games on his smartphone to pass the time.

***

Twenty-five minutes later, he hears a knock on the door. Putting back on his mask, Peter gets back into his Spider-Man persona and walks to the door. He asks,

“Is this Aligheri’s Pizza?”

“No. It’s NYPD.” the delivery guy said in a sarcastic voice.

Spidey facepalmed upon hearing the sarcasm. Opening the door, he sees Vincenzo carrying his dinner with everything he ordered.

“Hey, Vince.” Spider-Man said in a casual tone as he reached into his tights.

“Hey, Spidey. Long night?” Vince asked while waiting for the Arachnight to pull out his wallet.

“Long night.” Spidey said after pulling his wallet out.

Searching through his wallet for $40.00, he pulled out the dollars along with what little change he had to give for a tip.

“You doing alright, Spidey? You look like hell.” Vince asked after giving Spider-Man his dinner.

“Yeah. Just having a rough month. With just fighting crime and all. What about you?” Spider-Man asked after putting his dinner on a table.

“Just making sure that business is running. You know how it is with these rents and taxes the city places on us.”

“You tell me. I have enough trouble trying to keep an apartment in this god-forsaken city.”

“Hmm. Yeah well, I hope you do well. Just don’t do anything I wouldn’t do.” Vince said before leaving the rooftop.

“You too, Vinny!” Spider-Man said before turning to sit near the table.

After listening to Vince’s footsteps disappear, Spider-Man takes his mask off. His hair was long and messy and he seemed to be growing a beard with a tired look in his eyes, but he seemed to be taking care of himself and was doing decently, albeit loosely, with himself. Peter sits down and opens the box. Taking in the delicious smell of pepperoni before rubbing his hands, Peter says taking a slice of pepperoni,

“Pizza time…”

***

Five hours later after finishing his dinner and passing out on his hammock, Peter gets up and rubs his eyes in order to wake up. Reaching for his phone and fumbling it in the process, he picks it up and reads the time.

“Oh crap! I’m late!” Peter said, putting on his mask in a hurry.

Running off the rooftop and swinging immediately upon jumping off, he makes a break for it.

“I’m sorry, MJ! I just dozed off! I’m on my way!” Peter said, trying to keep himself together.

While he started swinging, his spider-sense suddenly starts going off. He looks up and down to see if there was any danger in Midtown, but he didn’t see anything that was catastrophe-related. But upon realizing where the danger was, he turn around in time long enough to avoid getting a shot of magic to the face. Continuing to swing away, he could only keep moving and hope he could figure out who fired the shot. Looking around the sky, he noticed a figure which looked like human with wings.

“What the…?” Spidey said, trying to get a closer look.

Swinging in for a closer look, he was shocked to see that it was some sort of creature. But he was suddenly knocked down by the creature with her feet. Only she didn’t have feet. She had hooves. The wallcrawler was starting to freak out a little bit as he noticed this phenomenon.

“Okay. Okay. Think. Where’s the nearest construction site?” Spider-Man wondered to himself as he scavenged the area for the nearest construction site.

Looking ahead, he found a medium construction site that appeared to be scheduled for demolition. Swinging towards it, he can only hope he will lose this enemy in the process. Entering the construction, Spider-Man looked ahead and noticed that there were six more members hot on his trail and ready to fight. Seeing no other choice, Spidey decided,

“Guess I could use a good workout…”

Heading upstairs, he could think that they would be waiting for him if they were after him for some sort of reason. He did not on who they were, but he knew that they tried to kill him. He could only imagine what they had in store for him once he meets up with these mysterious new characters that appeared in New York.

“There you are!” the voice shouted.

Getting on the rooftop, Spidey was at a loss for words upon discovering who his attackers were. Stifling his laughter, he asked,

“Okay… what little girl’s storybook did you crawl out of?!”

“I could say the same thing about you, freak!” the creature with the lightning headdress shouted.

Hearing this, Spider-Man couldn’t control it anymore and start laughing to the point of crying. He said,

“Freak?! That’s rich coming from a donkey!” Spidey taunted.

Before the creature could violently react, the pony in the purple and blue leotard stopped her from attacking. She went forward and said,

“I am the Masked Matter-Horn. We are the Power Ponies. We have learned about what you did in the paper and we are not impressed. If you come with us, we’ll make it easy for you.”

“Wow. You’re pretty honest for a horse. Listen, I’m not in the mood for tea time with tiaras and mudpies. I got a lot to do and-”

Before Spider-Man could leave, another shot of magic was fired.

“Where do you think you’re going?” the pony in a much bluer suit with jewels decorated on it asked with a smirk on her face.

Seeing what was about to go down, Spider-Man said as he nodded,

“It seems you girls have made your decision.”

The Masked Matter-Horn slightly lifted her head as well as blink her eyes in a motion that screamed yes as she looked at Spider-Man.

“Let’s play.” Spider-Man said before webbing his hands into fighting mitts.

Demolition

Firing another blast of magic at him, Spider-Man dodged the shot and charged at the creatures. Getting close, Spider-Man was able to land a punch to the face on the yellow pony. Shocked and feeling the bruise on her face, she shouted,

“MY FACE!!!”

She fired more blasts at Spidey as he kept dodging her attacks. Just then, he noticed a lasso appear out of nowhere and wrap around his arms. But before she could get closer, Spider-Man fired a shot of web-fluid into her eyes, blinding her. Getting out of the lasso’s binding, Spider-Man jumps up and gives her a dropkick to the face.

“How’d you like that, cowgirl!” Spidey taunted before web-slinging downstairs.

After recovering from the attack, Masked Matter-Horn shouted,

“FIND HIM! DO NOT LET HIM ESCAPE!!!”

The six proceeded to head downstairs. But then the Masked Matter-Horn stopped one who appeared to be a male.

“Stay here, Hum Drum. We need you here for look out.” Masked Matter-Horn said, stopping him from proceeding.

“But Matter-Horn, I can take this guy.” Hum Drum protested upon being halted.

“You’ve seen what he did, Hum Drum. I can’t risk you getting hurt by him. I’ll call you after we’ve captured him.” Matter-Horn said before going downstairs.

Heading downstairs, the Masked Matter-Horn was shocked to see that her comrades were easily defeated by the wall-crawler himself who breathing from the assault.

“Quite a show they gave me. Kinda wish it wasn’t a one-trick pony show.” Spidey quipped.

“Weird. My comrades are usually able to defeat any opponent if they work together. What are you?” Matter-Horn asked.

“Lady, this isn’t my first rodeo with bigger fish like you. I’ve been kicked, punched, gutted, and smacked around time and time again into next week. You’re just another splinter waiting to be pulled out of my foot.”

“I see. Guess I’m gonna have to get serious this time.” Matter-Horn said, getting into a fighting stance with energy forming into her fists.

“Guess you have to. Because I have a certain someone to visit.” Spider-Man said before getting into a fighting stance as well.

Charging towards each other, the two delivered attack after attack towards each other. Flipping and twirling around, Spider-Man delivers a flurry of combos ranging from punches and kicks along with his webs applied to them.

“Is this stuff coming out of you?!” a disgusted Matter-Horn asked, trying to get the webs off her body as she tried blasting him.

“Sort of. It comes with the spider-bite.” Spider-Man said before flinging a box at Matter-Horn.

Stopping the box on time from hitting her, she tries throwing it back at the wall-crawler. But Spider-Man manages to give her several more blows to the face before she could react on time. Matter-Horn counters by sweeping him off his feet axe-kicking him in the gut.

“How’d you like that, Spidey?” Matter-Horn asked.

Getting up and kicking her in the face while landing on his feet, Spider-Man countered,

“Is that all you got, princess?”

Smirking at his answer, Matter-Horn charges at Spider-Man and start engaging him once more. But the more she kept missing, the more angrier she got with her magic starting to light up even further. But before she knew it, Spidey kicked her really hard into multiple walls in the soon-to-be demolished building. Reeling from the pain that was dealt to her, she was able to recuperate long enough to avoid a steel beam to the face.

“You’re good, horsie. But I have somebody I need to meet and I-” Spidey said before getting sucker-punched to the face.

Falling through various steel beams, the impact broke his fall as he hit the last beam. Reeling from the pain to his back as he got up, he said to the now-recovered Power Ponies,

“Who’s ready for Round 2?”

The Power Ponies charge at Spider-Man, trying to hit him. But the wall-crawler was too fast for them and started dealing massive amounts of damage to them with the help of the construction equipment around them. He managed to defeat the five members, but one still remained. Looking at her, he started to notice that something was up with her.

“Uh… are you okay, horsie?” Spider-Man asked, starting to feel nervous.

“I! AM! A! PEGASUS!!!!!” the creature screamed, throwing a steel beam at Spider-Man.

Spidey barely managed to avoid the large object as he noticed the pegasus getting bigger and more muscular.

“Oh boy…” Spidey said with his eyes widening in shock.

“AND I!!! AM!!!!! THE SADDLE RAGER!!!!!!!!” the creature roared before facing Spider-Man.

“Note to self: never taunt the shy ones…” Spider-Man thought to himself as the Saddle Rager charged at him.

Spider-Man got out of the way before the Saddle Rager could get a punch on him. Leaping all around the demolition site, Spidey needed to figure out a way to incapacitate this muscle-bound behemoth before more harm could come to him or the civilians down below.

“I need more steel beams! But I’m beginning to run out! I could use those cement bricks, but even one would just feel like a massage to her! Guess I’ve got no other choice…” Spider-Man thought as he looked at all the support beams surrounding them.

Web-zipping over to the far left, Spider-Man shouted,

“Hey! She-Hulk Supreme! I’m over here!”

Seeing him, Saddle Rager charged at him and tried to him, but he got out of her way and only hit the support beam, making the top a tiny bit unbalanced. Turning around to see Spider-Man, her eyes started getting bloodshot.

“C’mon! You call that a punch?!” Spider-Man taunted.

Teeming with rage, the Saddler Rager turned around tried hitting Spider-Man some more, but to no avail. She just kept hitting every support beam that was in her way and he kept dodging. Then he said,

“Rhino’s smarter than you!”

This left Saddle Rager even more aggravated and continue to smash the support beams in the way.

“What’s the matter, Cupcake? Not enough protein shakes?” Spider-Man taunted.

No longer able to endure his insults, the Saddle Rager lost any sense she had left within her and decided to smash everything in sight until she could get Spider-Man. But as she continued to smash everything in her view, she started to feel the building start to shake. She didn’t know why, but her anger made it too hard for her to concentrate. With the building on its last legs and support beams no longer able to take the pressure of the Saddle Rager’s rampage, the building started to collapse, taking her and the rest of the Power Ponies down. After building crashed down, Spider-Man made sure to do a survey for any civilian casualties or injuries. But none seemed to be caught up in the damage and Spider-Man was relieved, albeit tired.

“This could’ve gotten ugly, but at least those Equestrian wannabes are out of my hair now. Better make it to MJ before-”

Suddenly, he was knocked across the head by Hum Drum before he could leave. Trying to get up in a vain attempt to escape, Hum Drum said as the girls showed up,

“You have no idea what you’re in for.”

Blacking out from the exhaustion that overwhelmed, Spider-Man fell into unconsciousness before being picked up by the Power Ponies to be taken elsewhere.

Answers

Waking up from the massive beating he had to endure, he was stucking chain-ridden chair and is surrounded by the Power Ponies in an abandoned warehouse. Approaching him, Matter-Horn says as she bent down and grabbed his right shoulder,

“I know what we did back there was a little excessive. We would have delivered you to the police had Hum Drum not suggest we take you someplace away from the city to ask you some questions.”

“Glad you chose not to listen to Jameson’s channel on YouTube. But I don’t have time to play tea-time with you girls. There’s a certain someone I need to see and if I-” Spider-Man said, rolling his eyes in annoyance.

“We’ll let you go as soon as we get some answers. If you don’t give us the answers we wish to hear, we’re taking you to the police station. So please be honest with us.”

“Your demands are a little much. And I can’t say I’ll be able to answer your questions without screwing up the answer. But I’ll do my best. I do have a question though.” Spider-Man said.

“And what is that?” Matter-Horn asked.

“You didn’t remove my mask, did you?” Spider-Man asked, feel concerned for his own well-being.

“We didn’t touch anything. But we did find a picture though.”

“Picture?”

“Yes. This one.” Radiance said, holding a picture of Mary-Jane.

Upon getting a clearer look of the picture, Spidey yelled,

“HEY! Give that back!!! That’s my wife!!!”

“We will. Just stay calm, answer our questions, and we’ll be out of your hair in no time.” Matter-Horn said, trying to keep Spider-Man calm.

“That’s not your picture!!! Put it back in my lap right now or you’re gonna get it!!!” Spider-Man roared.

Turning to Radiance, Matter-Horn nodded to her so that she could return the picture to Spider-Man. Placing the picture back into his lap, Spider-Man whispered as he looked at the picture,

“Thank you…”

The rest of the Power Ponies looked at him like he was crazy and were at a loss for words for a moment. But heading back on subject, Matter-Horn said,

“There’s a villain in our world known as Equestria. Her name is the Mane-iac. She has invented a portal where she can transport to any world and we have no idea what she’s up to now, but we can surmise that she plans on screwing with space and time itself. If we’re lucky, she won’t destroy our universes first and just delay herself long enough to wreak havoc on your city. Do have any clue about how any of this would work with quantum physics?”

“I dunno. I haven’t had a place to live in over a year now and I only have enough from my job as a photographer. But I may know what you’re talking about…”

The Power Ponies leaned in to hear what he had to say.

***

As the Power Ponies paid attention to Spider-Man’s explanation, there was another Spider-Man moving along the rails in the warehouse. He was invisible to the naked eye and kept watch on the situation that the original Spider-Man was in.

“What in the…?” this Spider-Man said, looking at the Power Ponies.

Moving closer, he noticed that Spider-Man was tied up in chains and he had no means of escape.

“Peter… what am I gonna do with you…?” the black-suited Spider-Man thought in disappointment.

Keeping to the shadows, Spider-Man moved to the left of the warehouse and noticed the switch to the warehouse power-supply. Crawling all the way over to it, he switched the entire warehouse off and continued moving forward.

***

“What the…?” Matter-Horn said, looking at the completely blackened warehouse.

Looking at the situation they were in and knowing that somebody knows where they are, Matter-Horn says,

“Spread out. Somebody has followed us.”

Spreading from the vantage point, the Power Ponies were now looking for the intruder. But before Matter-Horn left, she turned to Hum Drum and said,

“Don’t let him leave.”

Hum Drum nodded at Matter-Horn’s command and she leaves to search for the intruder.

***

Above the ceiling, the second Spider-Man crawled along the shadows to avoid detection. Survey the situation from below, he thought,

“So there are five girls and one dude. They must’ve went through all the trouble of keeping Peter in chains so they could hand him over to some crime syndicate or whatever. Well, not on my watch…”

After getting a clear view of where the members were, the second Spider-Man began making his move around the warehouse. Firing a webshot and hanging from it, he lowered himself down and hid between a set of barrels to avoid being spotted. Scanning ahead, he sees several places where he can use his stealth abilities to his advantage.

“Hmm…” the Spider-Man thought as he put his right hand near his chin while raising his left eyebrow in a smug manner.

***

“Who could’ve turned the lights off? There couldn’t be another guy like him…” the pony with the lasso and the horse-shoes said.

“Keep your spandex on, Mare-velous. We’ll figure it out once we get his friend.” the mare with the white and purple suit confidently said.

“If you say so, Fili-second. Still, doesn’t something feel off about that guy? He sounded like he needs help.” Mare-velous said.

“Maybe. But I wouldn’t go so far as to say he should be pitied. Besides…”

While the two ponies were talking, the second Spider-Man watched from above.

“Keeping flapping…” the Spider-Man taunted.

While Fili-second continued to talk, Mistress Mar-velous was snatched up by a web and knocked unconscious.

“...so you see. Accountability is required if you wish to live a life without crime. Don’t you agree, Mare-velous? Mare-velous…?” Fili-second said before looking around.

Just then, the black-suited Spider-Man activated some sort of venom touch and placed it on Fili-second, knocking her out into a wall.

***

“What was that?” Saddle Rager asked, turning the other direction.

“Apparently, that’s the intruder.” Radiance said, moving towards the same direction.

The two walked towards where Mistress Mare-velous and Fili-second were. But suddenly, they heard something hit the racks on the left.

“What the…?”

Just then, the second Spider-Man pulled on a gas tank next to them and it collided onto the two by surprise, knocking them out cold.

***

Levitating from above, the Masked Matter-Horn and the pony with the lightning headdress heard a loud noise from the other side of the warehouse.

“On me, Zapp.” Matter-Horn ordered.

“I don’t take orders from you.” Zapp said.

“You will follow these orders. We don’t know who this foe is, but we can be certain he’s no pushover. And if we don’t-”

“Shh. I heard something.”

Flying over to find the source of the noise, Zapp summons electric energy in her hands, ready for an attack. Likewise, the Masked Matter-Horn activated her powers and was ready for an oncoming attack.

***

“Get ready for the big one, ladies…” the second Spider-Man as he crawled along the walls.

Getting right next to the hook across the room, he used his webs to grab and bring it over to him. Hooking it onto a crate, he raises the crate up and prepares for another sneak-attack against the two remaining Power Ponies. But before he could swing it towards them, it was suddenly zapped, knocking back the second Spider-Man.

“Well, well, well… it seems we found another bug in the room.” Zapp taunted before power up her arms.

“Luckily for us, we have the ultimate bug-zapper!” Matter-Horn said, activating her powers as well.

“Oh crap…” the second Spider-Man said.

Sneak Attack

Meanwhile in the control room, Peter Parker and Hum Drum heard noise from across the room.

“What was that?” Peter Parker asked after hearing a loud noise.

“I dunno. But if you think I’m gonna leave this place-”

Suddenly, Hum Drum was webbed and pulled in for a sucker punch by Peter and webbing him up, revealing that he had broken free from his binds. After rubbing his arms and wrists to alleviate the slight burns from the chains that were close to his skin, he proceeded to web-zip towards the other side of the building.

“That had better not be you, Miles…” Peter thought as he made his way over to the other side.

***

On the other side, everything was getting destroyed. Zapp was electrocuting everything onsight that Miles could use as throwing objects while the Masked Matter-Horn used her beams to destroy any hiding spot that Miles would use.

“Oh man… these chicks are tense! No matter what I try to use, it just gets blasted into dust! I wish you were here, Peter…” Miles thought as he continued to dodge their attacks.

He tried to think of a way to distract them, but it was fruitless. All Miles could do was keep moving and dodge any attack that was being launched at him. Just as he was cornered and about to be blasted into smithereens, both of the ponies were dropkicked by Spider-Man, sending them flying into a metal container. Afterwards, Peter Parker went over to Miles Morales and helped him get off the ground.

“What did I say about following me?” Peter asked, raising an eyebrow.

“Dude, you were in trouble. I couldn’t just let you get tortured.” Miles protested.

“I know you mean well, but I have my own issues to deal with. You have your own place to protect. Besides, I was gonna be set free before you showed up.”

“So you’re saying it’s my fault now?”

“Who do you think turned off the lights?!”

“Well, excuse me for trying to get you out of that chair.”

Suddenly, the container blew apart and the two ponies emerged out of there.

“Seriously?! A dropkick?!” Zapp shouted, charging up her powers.

“You’re gonna pay for that little stunt, you bugs!”

“Oh c’mon…” the two Spider-Men said in unison.

The two fired their attacks at the two Spider-Men simultaneously and they were only lucky enough to dodge by a hair. Swinging around, they tried to work out a strategy on how to defeat them. Meeting up in a hiding spot, Miles suggested,

“What would you say about dropping the entire building on those two?”

“The last time I did that, I nearly put a quarter of New York in the hospital. We’re just gonna have to wear them out until they need to rest. Maybe then, we’ll have a chance at knocking them out.” Peter said, trying to figure out a plan.

“Wouldn’t that be suicide though? We may as well tell them to kill us.” Miles pointed out.

“You do have a point. But isn't this place a little small though?”

Looking around to see what they can do, they couldn't find anything they could use to fight them off.

“Guess we're gonna have to beat them the old-fashioned way…” Miles sighed.

“This discussion is far from over. Got that, Miles?” Peter said before forming a fist with a slight smirk.

“I know, Peter…” Miles said before fistbumping him with a chuckle.

Getting out of their hiding spots and into fighting stances, the proceeded to run in separate directions while trying to avoid the Masked Matter-Horn and Zapp.

“These two are fast! But they can't keep running forever!” Zapp shouted.

“Precisely! Let's separate them!” Matter-Horn shouted back.

Going off their own method of attack, the Masked Matter-Horn flew over and grabbed Peter Parker while Zapp settled for Miles.

“You're going to give us the answers, whether you like it or not!” the Masked Matter-Horn said, holding onto Peter.

“I would tell you what I know, but you girls have made a lousy first impression!” Peter said before shooting some web in her face.

Struggling with trying to get the sticky fluid off her face, Peter gave her a few punches to the face before kicking her off him.

“Alleyoop!” Peter shouted before throw a box at her.

Feeling the impact of the crate, Matter-Horn was knocked back into a wall and rendered unconscious.

“Better go check on Miles.” Peter said before web-zipping to the other side.

***

Miles was keeping his distance from Zapp. Doing his best to analyze her attack patterns, he threw various objects at her as a distraction so he could get some hits on her, but she was too fast to get a hit off.

“Jeez lady! Did you take your lightning lessons from Electro?!” Miles shouted.

“Who’s that?!” Zapp asked before hurling a bolt of lightning at Miles.

Miles moved out of the way when the bolt hit, causing the upper levels to be destroyed. Barely landing on the ground, Miles spun a web and swing another box at her. But she shot another once again.

“I hope you know a new trick, kid. ‘Cuz this one’s getting-” Zapp said before getting kicked in the face by Peter.

“Storm called! She wants her outfit back!” Peter taunted.

“SHUT UP!!!!” Zapp yelled before she hurled more bolts of lightning.

Zapp was beginning to lose her cool the more the Spider-Men moved around. At this moment, Peter shouted,

“Hey, Spider-Man! How long does it take for a horse to gallop?”

“I dunno, Spider-Man! How long does it take?” Miles asked, joining in on the fun.

Moving around at a very fast pace, Zapp couldn’t keep track of where they were and had trouble aiming her bolts at them. Just then, she was kicked really hard in the stomach by Miles while Peter followed it up with a really hard kick to her face, knocking her into a container which falls down on her in the process.

“As many times as that. You did good, kid.” Peter said, patting Miles on the shoulder.

“Me? You did most of the work.” Miles responded, trying to come off as humble.

After laughing for a short bit, Peter looked at his watch and it read 6:30 PM.

“Oh god! I’m late!” Peter said, heading to the window.

“Late for what?” Miles asked, following Peter out.

“My anniversary…” Peter said before spinning some web out of his wrists.

“Oh no…” Miles said, face-palming in the process.

As Peter swung away outside of the warehouse, Miles joined up with him and said,

“Look man, I know how much MJ means to you, but she’s gone! Isn’t it time you moved on too?”

“I have to see her, Miles. It’s our anniversary and I can’t ditch.”

“Dude, you know it’s unhealthy to mourn for too long. C’mon! My mom’s making dinner. Join us.”

“Miles, I’m not-”

“Hey, I saved your life. You owe me that much.”

Knowing that Miles was right and that he was trying to do right by him, Peter gave him a reluctant fine and swung with him all the way out of Queens.

From the distance, a drone picked up their location and followed them as they continued to swing.

“You can also sleep over at our place. My mom and I can lay out the couch for you, you can sell some of the scientific whatsits, and we could be roommates. Sounds like a good deal if you ask me.”

“Miles, we both know that wouldn’t work out. I’m only lucky enough to deliver pictures I’m assigned to by the Bugle, and even then, the pay is still standard. I couldn’t make it work even if I tried.”

“C’mon. Just think of it as a contribution to our home. Little things can lead to something big, you know.”

“I suppose…”

From the distance, a drone was watching them from up on a rooftop. Zooming in on the two Spider-Men, it snapped a picture before leaving the premises.

***

In a dark laboratory filled with technology, everything was being manned from the seat. Four large mechanical tentacles worked on the computers and building a large device within a millisecond as he darkly chuckled to himself in a dark mechanical voice. He rose up off his chair, wearing a dark-green jumpsuit and a dark-brown trench coat with some form form of robotic spine on his back, incredibly bald on top, and wearing a pair of goggles. This malevolent scientist turned out to be none other than Doctor Octopus.

“We have you now, Spider-Man...” the fiendish doctor said, speaking in a German accent mixed with a low robotic voice.

Bathroom

Rising out of his chair, Doctor Octopus walked over to another one of his computers and turned on his monitor to communicate with his boss.

“Kingpin.” the mad scientist said.

Turning on the monitor as well, the Kingpin heard Doc Ock loud and clear.

“Yes, Doctor Octavius?” the Kingpin asked.

“I seem to have found six aliens somewhere in Queens. Though they appear to resemble animals. More specifically of Equine origin.” Dock Ock reported.

“Are you telling me that he was dealing with horses…? Or ponies?” the Kingpin asked, wanting clarification.

“Ja.” the mad doctor answered.

“I need more information on those creatures. See if you can-”

“Oh, I don't believe that will be necessary.” a voice called out.

“Vat?! Who is this?!” Doc Ock shouted from the monitor.

The Kingpin looked up and noticed that several of his guards have been dealt with and appeared to be carried by a pony's green mane. She wore a purple jumpsuit with gold trimmings, had thigh-high boots with gold trimmings, and she was sitting on one of her hair locks, sporting a twisted grin as she watched the confused crime boss.

“Who are you?! I demand your name!” the Kingpin yelled, erupting out of his chair.

Chuckling upon seeing his furious demeanor, she lowers herself down and walks towards him.

“My~. Such hostility~. You really are as cruel as the rumors claim~.” the green-haired villain taunted.

“My cruelty, as you call it, far surpasses yours.” Kingpin said in a low, menacing voice.

“Come now~. I only wish to talk~. After all, advertisement is hard to come by when somepony has your best interests~...” she said before pulling out a canister of Equestrian Magic.

Seeing this shocked, yet fascinated, the Kingpin.

“Who are you?” the Kingpin asks, going back to his normal voice.

“I am the Mane-iac. And I wish to speak about an opportunity…” the Mane-iac said with a creepy grin before dropping the guards.

Not wanting to pass up this opportunity, the Kingpin went back into his seat while the Mane-iac sat in one of his chairs near his desk.

“Let’s talk.” the Kingpin said in a composed manner.

***

In Brooklyn, Miles and Peter have made it to the former’s apartment via the fire escape. Sneaking into his room, two started getting dressed while Miles’ mother, Rio Morales, was still on her job as a nurse.

“You know, you could’ve died back there when we fought those ponies.” Peter said while taking his suit off.

“It was a week off from school and I wanted to visit you. Besides, I’ve been nailing every exam that’s been thrown my way.” Miles said, getting dressed as well.

“I’ve been doing fine. I just have a hard time moving from place to place.”

“Yeah, I can tell. But don’t you remember the last time you showered? You smell like you took a bath in a dumpster!”

“It’s the life of being a superhero, Miles. It’s a choice.”

“You telling me it’s okay to hang up my tights and live a normal life now?”

“Don’t twist my words, Miles. I’m trying to-”

“Peter, we’ve had this talk time and time again. And we already know where it ends. I can’t trust you to take care of yourself. I mean, look at yourself! You look like a metalhead threw up on you.”

“Miles… you can’t just go saving me like you’re one of the Avengers. What if they got ahold of you?”

“Dude, I’m seventeen. That’s practically adult age. I knew what outcome was gonna come out of it.”

“Then you understand why you can’t keep rushing into danger.”

“I was trying to save you, Peter. Did anything occur to you if they did attend on taking you into custody?”

“They-! Look, I know you’re just trying to look out for me. I really appreciate it, Miles. But I’m trying to look out for myself. Trying to put my life back together. You should be looking out for your future too.” Peter said before putting some pants on.

“Sooner or later, you’re gonna need help. It’s never too late, Peter. Take it from me.” Miles said as he was getting dressed.

Miles’ words were weighing down on Peter really hard, but he decided to shrug it off. After getting dressed, the two left Miles’ bedroom and went into the kitchen.

“Find something to eat. And get yourself cleaned up, man. You reek! I’m gonna let my mom know you’re with me.” Miles said, covering his mouth and noise.

Sighing from hearing those words, Peter went into the bathroom and closed the door. He was startled upon looking into a mirror, having finally noticed he was growing his hair and beard out. Having grown accustomed to seeing his new look, he reaches into his pants and pulls out his picture of Mary Jane. He gazed at it for a brief moment, trying to hold back the tears in the process. After placing it on the sink and opening the window door, he pulled out a pair of scissors and an electric shaver. Tying his hair up and starting with the beard, he slowly trims it off before shaving it. Before he could move to the hair, he took a look at his long hair for a moment. After a few minutes, he decides to keep his hair the way it is.

***

Forty-five minutes later after getting out of the shower, Peter was drying his hair off with a tail while Miles was finished talk with his mother.

“...Si. Si. He’ll behave himself, mom. He’s been my tutor since the first half of Sophomore year. He knows his way around from Calculus to Rocket Science. But yeah. He’s family. Anyway, I’ll talk to you later, mom. Te amo tambien. Mom said you can stay here and she won't be back until tomorrow morning, but-. Are you going for a rock-star look?” Miles said after turning around to see Peter.

“What’s for dinner?” Peter asked, ignoring Miles’ question.

***

Ordering a pizza, the two ate with each other for a good hour before getting some studying in and playing video games with one another. Hours have passed by and it was late. Miles and Peter flossed and brushed their teeth before setting up Peter’s bed.

“You’re not gonna try and leave, are you?” Miles asked before placing Peter’s sheet on the couch.

“Maybe. Or we could go and find breakfast. You do have money, right?” Peter said in a teasing manner.

They both laughed as they made Peter’s bed on the couch. After saying good night to one another, Peter went to the couch and laid down. Taking out his picture of MJ, he placed it near the coffee table and gazed at it for a couple minutes before falling asleep.

***

Five hours later, Peter wakes up, shaken up from a nightmare he just had. Regaining his composure, he turns around to see if everything was normal before turning towards his picture. Looking at it, he begins to sniffle and sob before the tears start pouring out. Peter silently cried to himself before picking up the picture and placing it near his face.

“I’m so sorry, MJ…” Peter wailed as he held onto the picture.

But while he was crying, his spider-sense suddenly kicked off and turns his head around to see the Power Ponies right in front of him, scowling as they looked at the mourning wall-crawler.

Introductions

Jumping out of the couch with his web-shooters, Peter was ready for any attack the Power Ponies were willing to dish out.

“How did you girls find me…?” Peter asked, getting in a fighting stance.

“Get ready to pay the piper, bug…” Zapp said, cracking her knuckles before approaching Peter.

Before the next battle was about to commence, the Masked Matter-Horn stopped her and said,

“Wait. We only came here for answers. Fili-Second and Hum Drum were able to follow you while me and the others were recuperating.”

“Seems you recovered pretty well after what me and my friend did to you. And didn’t it ever occur to you girls that you should asked nicely before ambushing people outta nowhere?” Peter asked, feeling paranoid.

“That’s-! Look, it seems apparent that we got off on the wrong hoof here, but we didn’t come here to fight. We were only trying to find any help we could get, so we can get back home to our world.”

“Why not go back yourselves? The six of you seem more than capable enough of handling the dimension bit on your own. Well seven, if you don’t count your Ward over there.” Peter said, looking directly at Hum Drum.

“He’s adopted.” Zapp answered while Hum Drum groaned.

“Girls, I’m sorry you’re all stuck here. I really am. But I got a lot on my mind and I-”

“Did you have a bad dream?” Hum Drum asked.

“That’s not important. If you know how to go back, then-”

“Please! Just hear us out.” Matter-Horn begged.

Hearing this, Peter relented and decided to sit down and pay attention. After hearing their whole story about being teleported from Equestria and being trapped by the Mane-iac, Peter was a little more than weirded out.

“So you come from a world with magical ponies and your enemy is someone who uses her hair as tentacles?” Peter asked, trying to be specific.

“Yes. Her name is the Mane-iac and she is hellbent on destroying our dimensions.”

“Sounds like a few guys I know…”

“Look, I understand that we have left a bad impression with you and that you want nothing to do with any of us. But we are short on options and you might be our only chance of leaving.” Hum Drum said, trying to reason with the wall-crawler.

Peter was unsure of what to do next. On one hand, he understood why they wanted to leave and to stop the Mane-iac. But on the other, he felt a little contemptuous for what they did to him back in Queens.

“Will you help us? I promise we won’t turn you in.” Matter-Horn asked.

Feeling his conscience breaking, Peter gives in and says,

“Alright. Alright. But you can’t stay here, okay? This isn’t place and if my host’s mother sees you, she’s gonna freak out and call the police. Believe me. She has connections. And most importantly: you can’t tell anybody about my identity.”

“We don’t doubt your words. We don’t wish to obstruct your life. But we wouldn’t have come to you if we weren’t desperate. And we won’t tell a soul.” Matter-Horn said.

“Great. Well, since it’s late, I’m gonna-”

“Wait. Would it be okay if we introduced ourselves. We feel a little unfair for intruding for invading your privacy.” Matter-Horn asked.

“Go right ahead.” Peter said, albeit yawning and feeling ready to pass out.

“My name is Trot Summers. And I am the Masked Matter-Horn.” the Masked Matter-Horn said.

“My name is Spruce Spanner. And I am the Saddle Rager.” Saddle Rager said in a shy manner.

“Name’s Marey Allen. Also known as Fili-Second!” Fili-Second said, brimming with confidence.

“My name is Mistress Mare-velous.” she answered.

“Is that your real name or…?” Peter asked before earning a scowl from Mare-velous.

“I am Green Gardener. And I am Radiance, darling~.” Radiance said, giving a bow to Peter.

“My name’s Aurora. But that is Zapp to you.” Zapp said, still feeling humiliated from her defeat.

“And who are you, Boy Wonder?” Peter asked, looking at Hum Drum.

“Hum Drum. Just Hum Drum…” the young buck said, feeling a little embarrassed.

“Is that also your real name…?” Peter asked before receiving a small nod from the filly.

“And who are you, arachnid?” Matter-Horn asked.

“Peter Parker. And I’m Spider-Man.” Peter answered, finally loosening up from the introductions.

Just then, Miles bursted out of his room in his Spider-Man costume, shouting,

“Don’t worry, Peter! I got your-”

But before he could do anything, he noticed that the Power Ponies weren’t attacking in anyway shape or form. Feeling awkward and wanting to alleviate it on a beat, Miles asked,

“Do you girls like s’mores?”

The girls turn towards Peter in a weirded-out manner who just shrugs it off in a tired manner before passing out on his bed.

***

Back in the Kingpin’s office, the Mane-iac had finally finished explaining her side of the story and he was mesmerized.

“So you mean to tell me you're from another universe where magic is the main source of your power?” the Kingpin asked.

“Not just me. It's everypony from across my world. And it's magic that I plan on using to rule.” the Mane-iac answered.

“Is that right? Is there a way to bring this energy to our world?”

“There is. But we need certain materials in order to bring this dream project to life.”

“And what are these certain materials?”

“Quantum-related materials. But we need money. Are you willing to provide~?”

“The money will not be an issue. But the parts will not be easy to obtain. I do, however, have some spare hands.”

The Kingpin turned towards still-functioning monitor and Doctor Octopus, who was listening to the entire conversation, is there.

“Will you have your team assembled, Octavius?” the Kingpin asked.

“Shortly.” Doctor Octopus answered before shutting off his monitor.

***

The next morning, Peter and Miles were rudely awaken by the sound of the alarm clock. Yawning and rubbing their eyes, the two started waking up while breakfast was being made by Rio Morales, Miles’ mother.

“Buenos dias, you two~! I’m making breakfast~!” Rio said in a chipper tone from across the room.

"Okay, Ms. Morales. I'm just gonna go get your son outta bed." Peter said before getting off the couch.

Miles was still in his bed while Peter walked towards Miles' room. The two were rubbing their eyes and tried to make sense of their situation.

"It's Peter!" he said from the opposite side.

"Come in! Door's unlocked!" Miles shouted back.

“Did you have a weird dream last?” Peter asked, turning to Miles as he entered his room and sat down on his desk chair.

“That depends. Do you remember fighting any live, talking ponies? And overhearing something about the end of the world as we know it?” Miles responded, getting out of his bed in the process.

“Touche’. Is it all a coincidence?”

“Like I’d know. The only coincidence I’m familiar with is my mom’s enchiladas.”

“Can’t go wrong there. All I’ve really had were pizza, chinese food, and cheeseburgers. I need something natural to eat.”

“Nice to know you’re keeping the hair.”

“Hey. It’s a nineties look. I think it’d be nice to try something new for the ladies.” Peter said, laughing to himself.

“In your dreams…” Miles said, giving Peter a smug look.

After their little exchange of witty banter, the two got dressed and walked outside Miles’ room. They have no idea what really happened last night, but they decided to ignore it and enjoy themselves by heading to the kitchen for breakfast being made by Rio.

“Buenos dias, Ms. Morales…” Peter said, yawning as he stroked his hair back.

“Buenos dias, mom.” Miles said, yawning as well while scratching his back.

The two walked over to the table and waited for their meal while the Power Ponies remained on top of the roof while waiting for the two Spider-Men.

Author's Note

Hello, everybody. Right now, I'm currently editing a story for someone and I'm a little backed up on material for RotSP. But rest assured, I am writing more chapters and I promise I will have more. But for the time being, just bear with me.

This is Ghoul and I'll see you on the other side.

Rooftop

“Ugh. What’s taking them so long? I wanna go home.” Zapp complained.

“We will have plenty of time to squabble once we figure out a way, Zapp. Show some patience. It is a virtue, after all.” Matter-Horn said.

“I’ll go down and see if they’re ready.” Hum Drum said before walking towards the fire escape, only to be halted by Matter-Horn.

“No. We can't allow ourselves to be caught. What if there's somebody else in that apartment and they see us? Seeing you put in a cage would be the last thing I want from you.” Matter-Horn reasoned.

“Don't be such a scaredy-cat, ‘Horn. It's certainly better than not knowing what they're planning. Go check on them, Hum Drum.” Zapp said.

“Great! I'll be right back.” Hum Drum said before heading to the fire escape.

But before he could go down, Matter-Horn grabbed him by the arm and said,

“Five minutes. Make it count.”

“You worry too much, ‘Horn.” Hum Drum scoffed before giving her a smug look and going down the fire escape.

“I hope so…” Matter-Horn said in a worried tone.

“Hey. Hum Drum's as slippery as they come. What's the worst that could happen?” Zapp boasted.

***

Peter and Miles were still busy eating and they enjoyed every last bit they swallowed.

“This enchilada is good, Ms. Morales! What'd you put in it?” Peter asked with his mouth full.

“I put in some spices and a bit of those sausages you like. And no talking when your mouth is full. You too, papa.” Rio said.

The two nodded before going back to eating.

“And call me Rio, Peter. You're family. You shouldn't just address people like they're strangers.” Rio whined.

“Okay, Rio…” Peter said after swallowing his next bite.

“How have you been, Peter? Are you doing well?” she asked while serving him his next meal.

“I'm fine. Just having it a little rough.” Peter answered.

“That's an understatement. You are often too busy with the Bugle, you eat to the point of overstuffing, and you stopped using your phone too often. Can you really call it a little rough?” Miles said, knowing that Peter was keeping his problems to himself.

“Not at the dinner table, Miles.” Rio warned while eating.

“It's fine, Rio. It's just…” Peter said while deep in thought.

But before he could go on, Rio stopped him and said,

“I miss them too, Peter. Everyday. But we are going to let the past be the past. Have you thought about what you and Miles are going to do today?

“Well, me and Peter have thought about going to Coney Island together. Even thinking about getting a bite afterwards.” Miles falsely explained.

“Ooh~. A Guy's Night Out. When your father was still alive…”

***

While Rio was conversing her past with Peter and Miles, Hum Drum was hiding from behind a brick wall and spying on the three.

“I know it's been past five minutes, but I have to figure out a way to get their attention. Even if it means getting lectured by Matter-Horn…” Hum Drum thought before focusing his attention back on the apartment.

Watching the three talk, Hum Drum had to think of a way to get Peter's and Miles’ attention. Thinking up a way to get them outside, Hum Drum decided to do something risky: he raised his arm up, balled his hand into a fist, and started knocking on the window.

***

While the three were still eating, they suddenly heard a knock on the window. They turned around to the sudden noise.

“What was that?” Rio asked with her mouth full.

“I'll go check on it.” Peter said before rising out of his seat.

Rio turned towards the table and eyed her meal in confusion.

“I thought we weren't supposed to talk with our mouths full.” Miles said in a snarky tone before earning a glare from his mother.

Going to the window to see who or what is outside, Peter looked past the blind to see where the knock was. Upon looking past it, he was shocked to see that Hum Drum was right there. Hum Drum, happy to see that Peter heard his knock, signaled him to go to the roof. Peter, however, waved his hand in refusal before gesturing that he was still eating. Hum Drum, refusing to admit defeat, kept signaling Peter to go to the rooftop. But Peter kept refusing and Hum Drum kept signaling, which resulted in a heated, but silent argument with one another.

“Is Peter still helping you with your studies? Because I haven't heard from him in awhile and you’re always too busy returning my calls.” Rio asked in a suspicious tone with turning towards the window.

“Mom, he's helping me. We just mute our phones, so that we can focus more. It's a concentration method.” Miles said while Peter and Hum Drum were still arguing in the background.

Peter, finally deciding that he's had enough, heads back to the table. But before he could go back, Hum Drum knocked on the window to make Peter turn around. Getting his attention, Hum Drum gestures a threat that if Peter and Miles don't come to the rooftop immediately, he will scream into the city. Peter gestured him to not do it, but Hum Drum raises his hand near his mouth and is prepared to make a loud scream. Seeing this, Peter relents and prepares to leave.

“C'mon, Miles.” Peter said, pulling Miles out of his seat.

“What? Why?” Miles asked while being dragged by Peter.

“You said we'd go to Coney Island, right? Well, we gotta get a head-start before the lines get too big.” Peter said, signaling Miles that it was time.

“Oh yeah! Coney Island! Sorry mom, but we gotta go!” Miles said, grabbing his coat.

“Huh? But what about breakfast? Did you at least brush your teeth?” Rio asked.

“We enjoyed it plenty, mom! We also brushed! Hasta Luego!” Miles shouted back before leaving the apartment.

Walking up to the rooftop with their clothes on and their suits underneath them, the two ran up to the rooftop where only Hum Drum, The Masked Matter-Horn, and Zapp were waiting.

“You girls couldn’t just wait for us to finish eating?” Peter asked in an aggravated manner.

“The girls were getting impatient and they decided to go and pick up some leads while we waited for you.” Hum Drum answered.

“Oh my god…” Peter said, pinching the bridge of his nose.

“We’re sorry if we caused you any trouble this morning, but I think now would be a good time for the two of you to wrack your brains and see what we need to do first.” Matter-Horn said.

“The sooner, the better…” Zapp said in an annoyed tone.

“Quiet, flash-face.” Matter-Horn insulted.

“What was that?” Zapp asked, hearing that insult.

While the three remaining Power Ponies argued with one another, Peter and Miles were putting their brains together and tried thinking up a plan. While privately discussing with each other on where to go first, they came to the realization that they will need someone who can help them build the parts required to take the Power Ponies back to their home as well as Mission Control to help them pinpoint on where to go and what danger would loom should they venture to anywhere perilous. Following this conclusion, Peter shouted,

“Girls!”

They quickly turned around to hear what Peter had to say.

“We’re going to Dr. Connors’ lab!” Peter said, finally coming up with a plan.

Sewers

Swinging their way through the city while Matter-Horn and Hum were holding onto them and Zapp was flying, the five made it to an alleyway where a manhole was located. Peter walked towards the lid and opened it.

“Are you sure this is the right way?” A nervous and disgusted Matter-Horn asked.

“We wouldn’t be here unless we had a specific reason behind it.” Peter said before jumping into the sewers.

The three looked towards Miles who just lifted his shoulders in response before jumping into the sewers. The Masked Matter-Horn turned towards her friends, feeling unnerved about what was inside the sewers.

“Do you think this is safe?” she asked, having second thoughts.

“Oh c’mon. You’re not afraid of a stinky, filthy sewer, are you?” Zapp taunted.

“You’re thinking of Radiance. I’m talking about the myths surrounding them. There aren’t any alligators down there, right?” Matter-Horn asked before looking down into the manhole.

Hearing this, Zapp blew a raspberry and said,

“Suck it up, Matter-Horn.”

On that note, Zapp pushed Matter-Horn into the sewer and laughed, watching her splash into the waters.

“That wasn’t funny, Zapp!” Matter-Horn shouted.

“Oh, that so was! You should’ve seen the look on your face!” Zapp laughed.

Rolling his eyes at their antics, Hum Drum went by Zapp and climbed his way down where the two Spider-Men and Matter-Horn were waiting. After making his way down, Hum Drum looked around the sewers to see if there were any enemies around. Taking note of this, Peter said,

“There’s nothing to worry about, kid. We just have the smell to block out.”

“Right. So Zapp, you feel like coming down here?” Matter-Horn asked.

“I’ll provide lookout. Somepony could come by, sooner or later.” Zapp answered.

Rolling their eyes in annoyance, the four pressed on into the sewers to find Doctor Connors. Walking through various tunnels and scaling every city pipeline, they went through every twist and turn to get to their destination. Even if that meant nearly walking into harm’s way on their perilous journey. Upon finally making it to the doorstep, Peter stops them and says,

“Now before I knock on the door, I need you to promise that you won’t scream or attack in any form of manner.”

“Okay. How come?” Matter-Horn asked.

“Let’s just say he’s a little… different.” Miles clarified.

“We’ve seen worse.” Hum Drum said.

“Don’t say we didn’t warn you.” Peter said before knocking on the door.

Upon hearing the knock, a security camera moved and spotted the foursome as they waited for entry.

“Spider-Man?” the voice asked via the intercom.

“Hey there, doc. I know it’s been awhile, but we have… visitors.” Peter said.

The camera moved slightly and noticed the two ponies behind them.

“How utterly curious. Come right in.” Dr. Connors said before buzzing the door open.

Upon hearing the locking mechanisms move and unlock the door, Peter and Miles turned towards the Masked Matter-Horn and Hum Drum and the first former said,

“Now this is where you follow the two warnings I told you. I promise that when you see him, he won’t attack you.”

“Okay…? How scary can the good doctor be scary?” Matter-Horn asked, nervously chuckling to herself.

Both Peter and Miles chuckled to each other before entering the room. Matter-Horn and Hum Drum turned to each other nervously before shakily entering the room with the two Spider-Men. Inside the room, it was cluttered with computers, science-related equipment, and wooden boards underneath their feet to serve as walkways. There were lights on the ceiling and they kept flickering on and off.

“Dr. Connors!” Peter called out.

“Just one moment, Mr. Parker.” Dr. Connors shouted before injecting himself with some form of purple liquid.

As the four waited for a few minutes, they noticed something crawl along the ceiling. Both Matter-Horn and Hum Drum were creeped out by this while Peter and Miles just stood there, waiting for it to drop down from the ceiling. Looking up, they saw glowing, yellow eyes staring down at them in the shadow. The creature up on the ceiling dropped down in front of them before rising off the ground. Getting a closer look at it, both Matter-Horn and Hum Drum were horrified by its reptilian appearance. It had the appearance of a giant lizard and it was quite tall. It wore a pair of ripped-up pants, a slightly-torn shirt, and a dirty lab-coat. Its limbs were extra long and muscular, its claws were razor-sharp and extra point, it had an elongated tail the size of a snake, and its face ranged around from crocodilian to dinosaurian. It spit out its forked tongue in a snake-like manner and it was quite beastial. Matter-Horn and Hum Drum were breathless and the former was on the verge of activating her powers before Peter and Miles stopped her.

“Wait! That is Dr. Curt Connors!” Peter shouted before moving her arm away.

“Y-You mean t-that monster is-” Hum Drum stammered.

“Yes. And he is not a monster. He was one of Peter’s mentors.” Miles explained.

“I must apologize if my appearance unsettles you. I have been down here for so long that I forgot what it was like to be in the company of others. That, and I have been in this form for so long that I hardly ever try dress for the occasion. But still…” Dr. Connors said before walking closer to Matter-Horn and Hum Drum.

Closely examining their appearances and features, Dr. Connors crawls on the wall and prepares writing notes on one of his journals. While they were watching him write, Matter-Horn leans closer to Peter and whispers,

“Is he always like this?”

“Only when visitors such as you two come around.” Peter answered.

Matter-Horn and Hum Drum looked at each other in confusion before turning to Dr. Connors who had just finished writing his journal. Crawling back down to them, he asks,

“So Peter… how did you and you Equestrian friends meet?”

“It’s a long story…” Peter said before giving a deep sigh.

“We’ll explain everything…” Matter-Horn said with a nervous chuckle.

***

After explaining her story on who she and her friends are along with how they ended up in New York City, Dr. Connors was astonished by everything that he has heard. He climbed all the way up to his office and wrote down everything that he was told by Matter-Horn and Hum Drum. While waiting for him to finish, Matter-Horn turned to Peter and asked,

“Do you know how he ended up like this…?”

“Don’t ask…” Peter said while cringing at the thought of it.

When he was finished, Dr. Connors climbed back down and presented them papers. They were pictured with a giant portal and the materials that they would need if the Power Ponies were to return to Equestria.

“If you girls and your sidekick wish to return home, I will need these parts for the portal. They are being provided by Alchemax. You will have to find and steal them before somebody else finds them.” Dr. Connors explains.

“If that’s what it takes. But what about you? Why are you down here?” Hum Drum asked.

“That is a story for a different time. But as far as I know, the parts are being held in different sections across New York. And Tombstone is one of the only mobsters who knows about the parts needed for the portal. I will provide you with subvocal earpieces, so that I can communicate with you on what to do next.” Dr. Connors explained before heading to another section to grab the earpieces..

“So what must we do first?” Matter-Horn asked.

“You four need to pay a visit to a certain feline in Downtown Manhattan if you want this heist of yours to succeed. Someone who knows her way in the criminal underworld.” Dr. Connors answer while holding onto the earpieces.

“Oh no…” Peter said upon realizing who he has to visit for his first mission.

Alleyway

Meanwhile at the time when Peter and his group were going to meet Dr. Connors, Zapp was keeping an eye out for any spies who were following them. But while she was waiting for them, she muttered,

"Seriously, what's so stinky about sewers? They normally keep everything clean and toilets going. Sure it seems smelly, but it's better than going outside. Still…"

Just then, Zapp heard a noise from across the alleyway. Activating her powers, she proceeded to walk over to investigate the noise. She had no idea who or what made that ruckus, but she knew that something was up and she needed to find out the source.

"Whoever you are, you had better come out now before I fry you!" Zapp threatened.

She moved closer to see who it was. Zapp was feeling more tense as she approached the source. Upon getting a closer look, she noticed that it was just a police officer who fell and hit his head. Heading to his side, Zapp asked,

"Hey buddy, are you okay?"

She moved closer to hear if he was still breathing and tried to figure out what to do with him. But when she took a further look at him, she noticed a rip right near his jawline.

"What the…?" Zapp said, looking at the rip.

Moving her hands closer, she tries to grab the rip on the jawline to see if it's real or not. Suddenly, the man wakes up and grabs her right arm. Twisting it and pinning her to the ground, this mystery person reached for his earpiece and said in a raspy, russian voice,

"I got one, sir."

Growling in anger, Zapp activated her powers and fired a bolt of lightning at the officer, forcing him to jump off her in the process.

"Who are you?!" Zapp asked after getting off the ground.

"Just a shadow, loshad'. But you may call me the Chameleon." the officer said before running away.

Zapp ran after him when he made a turn towards the right corner of the alleyway. He was nowhere to be seen. Zapp got into a guarded position and proceeded to look for the Chameleon. She scoured across the entire alleyway, but couldn't find a trace of the masked fiend anywhere.

"Come out, skull-head! I know you're out there!" Zapp shouted.

Zapp continued to search for the Chameleon, but he was nowhere to be seen around the vicinity. But before she could search for him further, a hand reached out and grabbed her. Startled and turning around with her powers activated, she saw that it was none other than the others.

"What's going on?" Matter-Horn asked.

"There was a guy out there who looked like a police officer and was wearing a mask. He called himself the Chameleon." Zapp explained.

"The Chameleon?! What's he doing here?!" Peter asked, rather fiercely.

"And how was he able to get past you?" Miles asked as well.

"Look… I was keeping a look-out for you guys. When I heard a noise, I went over to investigate it. Just then, he got the drop on me. I had to electrocute him to get out of his reach. But when he was escaping, he removed his mask and he started speaking in this weird accent." Zapp explained further.

"He's Russian. He's also the brother of another villain I know." Peter said.

"Do you know why he's here?" Matter-Horn asked.

"I'm not sure, but he nearly came close to arresting me. I can only assume he was trying to capture one of us, so that he and whoever he works for interrogates us later." Zapp said.

They thought about this a little further, but they reached little to no conclusions at all. But they knew that they couldn't just sit around and grasp at straws.

"Dr. Connors gave us a few earpieces, so that we can keep in contact with one another. If you find the others, give them these. We already received ours." Peter said, handing Zapp the earpieces.

"But right now, we need to pay a certain feline a visit." Miles said, nudging Peter in the arm.

"Miles, don't…" Peter said in an annoyed tone.

"We have to visit this woman named Felicia Hardy who seems to know her way around the criminal underworld and is capable of stealing the parts we need to get home." Matter-Horn explained.

"She's also his ex." Miles said.

"What?! Seriously?!" Matter-Horn asked in disbelief.

"Miles…" Peter said, starting to feel irritated.

“Anyway, we gotta go now. Keep us posted!” Miles said before spinning a web.

Peter spinned a web and swung after Miles while Matter-Horn and Humdrum flew after them. Zapp flew away as well and tried searching for the Chameleon from the sky. But he was nowhere to be seen and all that Zapp could do was pick at straws while searching her surroundings.

***

While Zapp was searching for the Chameleon, the latter snuck his way out of the alleyway after removing his face-mask and donning another. He looked at the building Zapp was searching in and chuckled. As he walked away, he activated his earpiece and said,

“The bug is on her. You’re up.” the Chameleon said before taking his finger off the earpiece.

***

Perched on the tallest building, Vulture and Electro were watching Zapp as she started to fly away from the alleyway.

“She’s on the move!” Electro shouted as he started to hover with his electric powers.

“So are we!” the Vulture said as he flapped his mechanical wings.

Getting themselves off the ground, the duo proceeded to pursue the gullible pegasus as she flew off to parts unknown.

***

Sometime has passed after visiting Felicia Hardy’s tower and the gang was on a rooftop in front of a huge building which appeared to be a bar. It was distinguished by a large neon sign that read V8 Roadhouse. Peter and Miles looked at the bar in amusement while Matter-Horn and Hum Drum were taken aback by its tacky appearance.

“Do you think this is where Tombstone is holding the info on Alchemax’s security?” Miles asked while looking at the building.

“Wanna have some wings while we wait?” Peter sarcastically asked.

“Guys, we didn’t come here to lollygag. We’re here to get answers, not engage in shot games.” Matter-Horn reminded, trying to keep the Spider-Men in line.

“Why not~? Sounds like my type of speed~.” a familiar voice interjected.

The foursome turned around and saw it was none other than Black Cat, having just arrived at their destination.

“You think you can get good ol’ Lonnie Lincoln to talk?” Peter asked while looking at the entrance.

“Worth a shot. Although he’s not very keen on gold diggers~...” Black Cat said before jumping to the rooftop of V8 Roadhouse.

“I wonder why…” Peter said before jumping over as well.

Just as Miles was about to take the next leap, Matter-Horn stops him and asks,

“So is their relationship like this…?”

“More or less. It’s on and off.” Miles answered.

“That explains a lot…” Hum Drum shrugged.

Just then, they heard a sharp whistle from Peter, urging them to come over to their side. Wasting no time, Miles jumped over to the other side before Matter-Horn grabbed Hum Drum and flew over. But before they could go inside, Black Cat stopped them and said in a serious, yet carefree tone,

“When we head inside, you kiddies keep quiet and let the adults talk. The less said out of you, the better. Are we clear?”

“Just know that if you try to-” Matter-Horn said before being interrupted by Peter.

“Don’t worry. She won’t pull anything. Not this time…” Peter said before scowling at Felicia.

“Hmph. Now that we got this sorted out…” Black Cat said with a hint of amusement before opening the door.

They entered into the V8 Roadhouse, which was none other than the territory for the illegal activities of one of the biggest crime lords of New York; Tombstone.

Author's Note

Hello everybody. It's been a long time since I've done this story, but I'm back and I'm gonna see to it that I can get this finished. One thing you have to bare in mind, however, is that it will be done in short bursts as I will have various projects stacked ahead of me and I won't be able to focus. But if there is one thing I am thankful to the Coronavirus for is that I will be able to focus more on my projects and I will some time to write some of my stuff down before I have to go back to work. And if anybody is reading this, be safe, positive, and be healthy. Either way though, enjoy the chapter.

Black Cat

Peter was exasperated on who he had to visit next. He knew that he had to visit somebody who was already deep within the criminal lifestyle, but he didn’t think that he would have to be visiting the Black Cat, of all people. He wasn’t looking forward to seeing her again, but he knew that there was no other choice. After receiving their earpieces, the four prepare to move out. But before Peter could leave, Dr. Connors grabbed him by his shoulder and said with a sad tone,

“Please don’t do anything Mary Jane and May wouldn’t want you to do, Peter. Take it from a family man.”

Shifting his eyes down before looking at Dr. Connors, Peter could already feel the guilt well up within him.

“I know, Curt.” Peter said with a false smile.

“I am serious, Peter. Don’t do anything rash. Mary Jane wouldn’t want this from you.” Dr. Connors said, trying to console him.

“Curt… I appreciate what you’re trying to do for me, but I can handle this.” Peter assured, trying to keep a tough front.

“I understand and I know that you are more than capable of handling yourself, but you need to understand that you are not alone. Grieving won’t bring them back.” Dr. Connors said.

“I know. I’m just… going through a rough patch. I know you mean well, Doc. I can handle it. We’ll keep you posted.” Peter said before leaving with the group.

Watching Peter catch up with his teammates, Dr. Connors could not help but think that there is something wrong with his old friend. After watching them leave his lair, Dr. Connors said before returning to his previous activities,

“I hope you’re right, Peter. I hope you’re right…”

***

Having made it to the top of Felicia Hardy’s penthouse, the four awaited her arrival. Peter felt uneasy meeting her again. The two haven’t spoken in over two years and he was not sure about what to say once she opened the door.

"Why not go to S.H.I.E.L.D? They seem to have-" Peter said, trying to leave before being yanked back by Miles with his web.

"Peter, we need someone who's willing to get her hands dirty. Besides, there's always a chance you could get back into the game." Miles teased.

"Now is not the time, Miles…" Peter said under his teeth.

"Game? What game?" Hum Drum asked.

"A game you will not hear. But what do you mean by that?" Matter-Horn asked, looking at Miles.

But before he could answer, they heard footsteps approaching the sliding door in front of them. Watching the sliding door open up, they encountered Felicia Hardy, wearing nothing but a knee-length bathrobe, carrying a champagne glass and looking quite relaxed with her long silver hair down and her big cleavage sticking out.

"Hello, Spider~." Felicia said in her flirty tone.

"Cat…" Peter said with a deadpan expression.

"Dr. Connors said you wanted to see me~. Make yourselves at home~." Felicia said before walking back in a half-drunk state.

"This is gonna be fun…" Peter said in a sarcastic voice.

"The sooner we tell her about what happened, the sooner we'll be finished. Now swallow your pride and go in." Miles said, pushing Peter into the penthouse.

After getting inside and taking a seat on the couch, the four took their masks off and awkwardly watched Felicia pull a seat and drunkenly sat down in front of Peter. He was tight lipped and kept his head down, so that he wouldn't face Felicia.

"So what brings you here, rock star~?" Felicia flirted, noting Peter's long hair.

"It's a long story…" Peter said, still keeping his head down.

"Then why not the abridged version~?" Felicia asked before pouring herself another glass.

"Matter-Horn…?" Peter asked, shifting slightly to her on the left.

Shrugging from his reluctance to face her, Matter-Horn faced Felicia and started explaining how she and her friends ended up in New York and why they need to get home. Every detail that was explained, Felicia paid attention. At the end of it, she didn't feel the least bit surprised.

“So what you’re telling me is that you and your pony ward over there are from a world full of magical ponies?” Felicia asked, looking at Matter-Horn before taking a sip.

“We are. And it’s imperative we-” Matter-Horn said before being rudely interrupted by Felicia’s yawning.

“We need to-” Hum Drum said before being interrupted as well.

The two were taken aback by Felicia’s awful attitude while Miles just watched in annoyance and Peter continued to keep his head down. Seeing this, Felicia asked,

“I think I have a more imperative question. Why does Peter have his head down?”

“He’s just being shy.” Miles said in a sheepish tone.

“Oh~? But me and him have known each other for years~.” Felicia said, walking towards Peter.

“Come again?” Hum Drum asked.

“Me and Spidey first met when I was pulling a heist on a jewel shop~.” Felicia explained while putting her hand on Peter’s head.

“What for…?” Matter-Horn asked in a suspicious tone while raising an eyebrow.

“I wanted the wall-crawler’s attention~. The way he acted before this was so adorable and sweet~. I stole a kiss from him before he could strike~. I even thought about doing something even more exciting with him, but doing a teenager has limits~.” Felicia said before grabbing and raising Peter’s head.

Upon seeing his face, Peter gave Felicia a scowl and all it did was give her even more incentive to tease him further.

“Don’t play hard-to-get, Spider~. We both know where it ends~.” Felicia said, pushing back and getting on top of Peter while stroking his long hair.

It started to get awkward for Matter-Horn and Hum Drum while Miles found a certain amusement to it. Knowing that they needed her due to her knowledge in the criminal underworld and the fact that Felicia and Peter were close, Miles said,

“Look, Felicia. I know you and Peter have your… hang-ups. But if you work with us… I promise something good can come out of it.”

“Don’t hold your breath, Miles~. I’m in~. But on one condition~.” Felicia said, facing Peter.

“W-What’s that?” Miles asked, leaning forward to hear her condition.

Smirking at his question, Felicia leaned towards Peter and started whispering into his ear. Matter-Horn, Hum Drum, and Miles leaned forward to hear what she was saying, but they couldn’t here. But Peter suddenly shouted,

“No!”

“You don’t have a choice, Spider~. We either do it, or you can continue your little goose-chase on those devices you need~. Now come on~. Let’s go wild like we did in the old days when MJ would break your heart~.” Felicia said, leaning closer to Peter’s face.

Peter could already see the odds stacked against him. He didn’t want to see Felicia again and the last thing he wanted to do was team up with her, but he knew she was their only chance if it meant the Power Ponies could return home. Giving into his instincts, Peter conceded,

“Fine. But only for them.”

“But of course, web-slinger~. I’m not heartless~. But I think it’s time we head inside my bedroom, wouldn’t you say~?” Felicia said before getting off Peter and walking to her bedroom door.

Frowning at the position that he was in, Peter could already feel the shame as she flirtatiously signalled him to walk towards her. Getting off his seat, he walked toward Felicia and he was pulled into her room.

***

Hours later after hearing the bedroom shake across the penthouse, Miles was smugly grinning while Matter-Horn and Hum Drum were blushing from hearing the moans and the noises inside her bedroom. Peter walked outside the bedroom, panting and catching his breath from inside the bedroom. Grabbing and pinning him against the wall, Felicia said,

“You haven’t lost your touch, Spider~. I’ll be right with you~.”

Going back inside her room while Peter walked towards the living room with his suit back on. Walking back in, he was met with awkward silence from the two Power Ponies while Miles delivered Peter a smug grin.

“So… how’d it… work… out?” Matter-Horn asked, still blushing from hearing the noises.

“She’ll meet up with us. I’ll update Connors on the way.” Peter said, walking towards the door.

After exiting the penthouse and walking towards the edge while Matter-Horn and Hum Drum grabbed onto them. But before they could leave, Miles looked at Peter and gave him a smug grin.

“What?” Peter asked in annoyance.

“How did negotiations go, Spider-Man?” Miles teased.

“Shut up, Miles…” Peter said, bewildered by his attitude.

The two jumped off the edge while Matter-Horn and Hum Drum held onto them, getting ready for their next mission.