I'm Peni Parker. The FUCK?!

by Autum Breeze

Rating: mature
Tags: Alternate Universe, Human, Anthro, Main 6, Young Six, Other, Comedy, Cutie Mark Crusaders, Crossover, Sex, Gore, Violence, Slice of Life, My Little Pony: Friendship is Magic
Length: 29824

You'd think it'd be safe shopping in your local Cash Converters. But then you get turned into Peni Parker and sent to Equestria.

My name is Peni Parker. I was bitten by a radioactive spider... Well, actually, no, I'm not and wasn't. Or, rather I was and wasn't.

Okay, let me start from the beginning.

I was your regular 28 year old dude just minding his own business while shopping at my local Cash Converters store. I pick up a pair of toy web shooters and the next thing I know, I'm in Equestria. As if that isn't weird enough, I've been turned into Peni Parker and some random dude has been brought here with me, himself having been turned into the Spider from Peni's mech and we share a Psychic link.

Are we going to be able to find our way home? Should we even try? This Equestria is clearly in need of help, but are we really up to it, especially when our Spider Powers aren't exactly what Peni's originally were?

Despite the sex tag, characters under age will not be doing anyhting they shouldn't. There will be sexual scenes they'll either be a part of or witness to, though, but there will be no sex between underage characters. Implied, perhaps and from of age characters... maybe. Peni IS the Anime based Spider character, after all.

featured 16/8/2019. not gonna lie, was surprised by that

Published 2019-08-15 04:00:02 UTC
Last updated 2023-06-30 07:25:52 UTC

Prologue

I’m Peni Parker. The FUCK?!

Prologue

___________________________________________________________

I walk past the isle of clothing, not paying it much mind.

I’m currently down at my local Cash Converters. I was originally just going to get myself some second hand DVDs, as I’ve had some pretty damn good luck in this particular Cash Converters, but I’ve decided, since I’m here and my cousin’s birthday is coming up, I should see if any second hand toys are available that he would like.

He’s a big Spider Man fan, so anything Spider Man related would probably work.

“Oh, sorry,” a guy says as he bumps into me.

“S’cool, man,” I say, not really paying attention.

My attention is more on a pair of second hand web shooters.

I pick up the box, looking it over. It doesn’t even look like it’s been opened. Shit, I’m right. The sticker from the main store it was originally bought from is still on it.

I frown. Why would someone buy a toy that was no doubt expensive since Spider Man Far From Home recently came out and therefore Spider Man merch is a lot more expensive than usual, then just sell it for what was likely less than half the price?

After a few seconds, I shrug. What do I care? I get these cheaper than they would’ve been and my cousin gets a toy of his favourite super hero.

I turn to head for the cash register, but slam into someone. We both topple, the box slipping from my hands and we both fall on top of it and each other.

“Ow,” I wince, pushing myself up, the other guy sliding off me. My eyes widen. “The web shooters!”

I look down, only for my heart to sink. The box is busted, though the web shooters seem to have been shot out of it like a cork flying from a bottle of alcohol.

“Sorry, sorry!” the other guy says, before his voice goes frantic. “Wait, where’d it go?! Oh, thank goodness. It’s not broken… how’d it fly that far out the box though?”

I choose to ignore the guy and grab the web shooters, knowing I’m paying for these, whatever the case.

Suddenly, I feel a massive jolt through my body, before the world goes black.

___________________________________________________________

Uh. What the flying heck was that?

I sit up, rubbing my head. “Man. Did someone taze me or something? What was…?” I pause, lifting a hand to my throat. “What, did they hit me in the throat while I was out too? What’s with the pitch?”

Dunno, but man, they must’ve gotten to me too, another voice says, sounding like the guy I bumped into. Man, my head is pounding. And I feel weird. Did the jerks that got us give me drugs or somethin’?

I open my eyes, my version being a bit blurry.

I blink a few times, confused and rub them, before opening my eyes again… and have to fight the simultaneous emotions of joy and abject terror.

Wherever we are, it’s a forest… a very familiar forest. A very familiar cartoon forest.

“How if the fuck did we end up in the Everfree Forest?” I ask, looking around both to get a grip of exactly where we are, but also to find my unintended companion… only the find no one else around. “Uh, dude? Where are you?”

What the flying fuck nuggets?!

I look down to see a spider with a blue body and a bright red star going from the end of its back end to just before its head starts, staring up at me, it’s eyes wide in absolute terror, before it looks itself over and screams, causing me to cover my ears as it runs around in a circle screaming What the fuck?! What the fuck?! What the fuck?! over and over again.

Then it dawns on me and I backpedal on my ass like crazy.

“Talking spider! Talking spider!”

I’m not a spider! it cries, turning around to face me, before pausing and facepalms with one of its front legs. I mean, okay I wasn’t. I shouldn’t be. This is too fucking weird! I wanna be human again!

“I… um… okay, let me just think for a few moments,” I put my hands on my head. “We wound up in Equestria and you’re somehow a talking spider.”

He pauses, giving me an odd look. Equestri-what now?

I look to him. “Equestria. You know, the home of the main characters from the show My Little Pony Friendship is Magic?”

He blinks a few times (it is kinda creepy having something with eight eyes blinking at you), before frowning. Oh, yeah. My nephew and niece have talked about that show. Never really gave it much mind and… wait a minute! He stares at me with wide eyes. How in the world are we in a cartoon show?! That’s impossible!

I deadpan at him. “You’re a guy that was literally turned into a spider and yet the idea of being in a cartoon world is what you find impossible?”

He holds up a front leg to argue, before pausing, frowns and shrugs. Touché. Guess that means your change isn’t any weirder, right?

I cock an eyebrow. “My change?”

He stares at me. You… haven’t noticed?

I glance down to see what he’s talking about… before my senses catch up with me and I start panicking myself.

My body does not feel like it used to. For one, I feel smaller. But, biggest of all is downstairs. Something is there that should not be while what should be is missing?!

On top of that, I’m wearing what I can best describe as a school uniform… that looks alarmingly familiar.

It’s a white t-shirt underneath a black vest with a black tie, a black plaid skirt, black socks with red stripes around the top and black shoes with red laces.

I look at my wrists and notice what look like metallic wrist bands.

My eyes widen further with each realization, before I scream “WHY THE FLYING FUCK AM I PENI PARKER?!”

The spider winces. Sheesh. Do you have to scream so loud? Man, you’ve a loud set o’ pipes on ya.

I stop and deadpan at him. “Are you really in a position to criticize me, Mr. “What the fuck?”?”

He glares at me, pointing with his right front leg. Hey, you at least are still the same species as before. I’ve literally been turned into a fucking spider!

I groan, slumping to the ground against a tree. “Why did this have to happen? Things were finally getting normal in my life.”

He scuttles over, stopping in front of me. Care to elaborate?

I wrap my arms around me knees, jerking for a moment as they come in contact with my chest and the squishy feeling that accompanies it, before returning to that position. “I was going to be moving out in a few weeks. I was finally going to start living outside the family home and now? Now I’m in a fantasy world, half my age and the complete opposite gender.”

Well, to be honest, aside from the whole “being turned into a spider” thing, I guess I can’t complain then, he says, slumping to the ground himself, his eight legs splaying outwards. I’ve spent the last five years living in my brother’s basement. Lost my job two years ago and still haven’t gotten a new one. Only real job I did was babysits his kids every now and then. Compared to you, I seem like a lousy bum.

We remain silent for a few moments, before I notice something in my skirt’s left-side pocket and pull it out. “A letter?”

My new spider companion looks up. Who’s it for?

I cock an eyebrow. “It… doesn’t say. But, it was in my pocket so… I guess we should check it out?” I look to him as if expecting him to know.

He shrugs. Eh. Why not? He gets up and crawls up my skirt, causing me to fight every arachnophobic instinct to swat him off or squish him, before stopping on my shoulder so he can read the letter along with me.

Opening the envelope, I pull out several sheets of paper that I question how they even fit in what felt like an almost empty envelope and read.

Dear Peni Parker and spider,

You are now Peni Parker and the spider that is the other half of the computer system of her suit.

Or rather, you somewhat are. You are both different from the original Peni Parker and her spider, since you are in a world far more devoid of advanced technology than the year 3145.

Your specific powers are on the third sheet. Feel free to hold onto it for reference if you are too stupid to remember everything without constantly needing a refresher.

To show your gratitude for your powers, I would love for you to join my war, for which I will be more than grateful. If you do choose to fight in my war, please sign yes at the bottom of this page.

Looking forward to fighting alongside you.

Sighed,

A clearly superior being to yourself.

Sign here ____________________

There’s silence as I just stare at the letter, before I snarl, tearing it shreds.

“WHAT A FUCKING ASSWIPE!” I yell, before tossing the shreds to the ground. “He yanks me from my life without warning, alters my very being without asking if I’m okay with it, changes me into the opposite gender, strands me in Equestria and then expects me to be grateful to him for uprooting my whole life and that I’ll blindly follow him into some stupid ass war?! FUCK YOU, WHOEVER YOU ARE!”

My spider comrade, who’s been holding onto my shoulder for dear life, looks at me in confusion. How do you know it was a he?

I stomp on the shreds of the letter. “I could just tell. Something about the way they talked about themselves so highly brought a man to mind.”

And… you don’t think being rude to this guy could backfire on us? he asks uncertainly. I mean, I’m none too pleased he turned me into a spider, believe me, but if the guy who gave you that letter has the power to whisk us both from the real world, dump us in a cartoon and alter our very beings all at once, is getting on his bad side the best thing?

“I don’t give a shit!” I snarl, taking the other letters. “He’s a shithead for doing this to us. Didn’t even ask if we were okay with it. Because if he had, getting to go to Equestria or not, I’d have outright refused him. I’m not fighting in some war I know nothing about just because some asshat wants me to and offers me ponies and super powers in exchange.”

There’s a pause, before the spider sighs. I… guess I can see your point. I still worry how this could bite us in the ass, later though.

I finally calm my breathing and open the paper labelled “Power Set”. I scan it, cocking an eyebrow. “Well… that’s interesting.”

Huh. You’re right, he says, reading it from my shoulder. I’m a Peni fan, so I know a lot about her… and these are not her powers. In fact, she barely has any compared to what this list is saying.

“Yeah, usual Spider Man stuff,” I say, going over the list. “Spider Sense, sticking to walls, super strength, natural webbing like Tobey McGuire’s Spiderman does, for whatever reason… Wait, what’s this about Venom Levels? I have to admit, I don’t really know much about Peni Parker beyond what Into the Spiderverse gave me, plus the featurettes in the special features.”

The spider… I frown.

“Wait, before we go on, can you tell me your name? I’m getting tired of thinking of you as “the spider”.”

He frowns, looking down. Really wish I could help you there. Literally can’t remember my name. What’s yours?

“My name’s Peni.” I blink. “No, my name’s Peni. ” My eyes widen in horror, before they narrow as I snarl. “I don’t remember my real name! I can only remember Peni Parker as my name. Bet the asshole that did this to us is responsible for that too.”

The spider frowns. Well, I can’t remember my name either, so… how about you call me Scarab. If I’m stuck like this I may as well at least have a somewhat cool name.

Calming down, I look up, thinking about it, before nodding. “Yeah. I guess that works. Okay, Scarab, let’s get back to knowing our powers.”

Good idea, he says, both of us returning our attention to the page.

“So, since we lack the SP//dr mecha… wait, that’s what it’s called?” I shake my head. “Never mind. Since we don’t have that, I have webs shooters with several different types of webbing, such as tazer webs... Liquid Nitrogen webs. Haven’t heard of those outside the PS1 Spider Man 2 game. Pyro webs? How the heck does that work? Hmm.”

I look below the rest of the webbing lists to the other powers.

“As an extra bonus, unlike regular web shooters, these never run out of web fluid, because they pull from my natural webbing, a core that runs on magic helping to alter them to the different types when venom is present in my system. Okay, that’s nice… wait, what’s this about biting me?”

That seems to be where I come in, Scarab says, reading on for me. You can only use the different webbing if I am biting you, otherwise it’s just your regular webbing and the shooters stay inactive. This also increases your existing abilities for as long as I’m biting you. However, as I’m biting you, I’m injecting my venom into your system. The higher the level of venom coursing through you, the more sluggish you become.

After I stop, given time, your Venom Levels will decrease, your body flushing it out naturally. However, the higher your Venom Levels, the longer it will take for your body to flush it all out. If your Venom Levels reach 100% at any time, even for a minute… you’ll be risking death at worse… though it doesn’t say what the best scenario is.

Also, grossed out as I am by it, according to this, it seems we have a symbiotic relationship, where I feed off your blood. Can’t say I am happy about that. At least, apparently, your blood will taste like whatever I want it to. But, still... bleah. Plus, your Venom Levels will increase as I feed. That’s not helpful.

“Likely that asshat’s idea of a funny joke,” I snarl, before folding up the paper and putting it back in my skirt pocket and fold my arms. “Okay. So, we now know our powers, but now we have another issue.”

What’s that? Scarab glances at me.

“We’re in the Everfree Forest,” I say, glancing around cautiously. “It’s literally the most dangerous place in Equestria, despite how tame it has been made to appear in certain episodes, especially this season. So, we’re gonna want to get out of here as soon as possible.”

Scarab cocks an eyebrow. Season? What, like summer or winter?

I shake my head. “Season as in the season of the show. Back home, we’re currently going through season 9, the final season of the show. Where we are season wise will determine where we are in the timeline. If we’re not careful, we could end the entire world by altering the events of this world.”

Scarab gives me a deadpan look. You’re joking.

I give him a very serious stare. “The end results of several seasons could very well be the end of the world if things don’t go as they should.” I sigh, scratching behind my head with my right hand. “Still, we won’t know what point of the timeline we’re in unless we get out of here first and—”

I stop as I get a tingling feeling that tells me we’re in danger and I look around, noticing several Timberwolves stepping out from behind the trees surrounding us.

Ya know… maybe shouting while in the middle of the most dangerous place in Equestria wasn’t the smartest thing we could’ve done, Scarab gulps. Wh-what are these things?

“Timberwolves,” I say, watching us they all gather around us. I count at least ten. “Well, no time let the present to see if these natural webs actually work.”

What are you talking abOOOUUUT?! Scarab starts, before devolving into a scream as I fire a web line at an upper tree branch and we shoot into the air.

“Double tap to release, then fwip it out again,” I murmur, doing my best to remember how Peter B. Parker explained web swinging to Mile Morales (hoping it works the same when my webs come from me), releasing the previous thread and making another, my Spider Sense telling me where it’s safe to aim and swing from, while also doing my best to ignore how weird it feels as the webs come out of my wrist.

Do you even know what you’re doing or where you’re going?! Scarab yells, clinging desperately to me.

“Nope, on both counts,” I call, glancing over my shoulder and sighing with relief as the Timberwolves aren’t giving chase, they’re just staring in confusion as they fade from sight the further we swing. “But anywhere’s gotta be better than with them, right?”

After what feels like hours, I swing low to the ground, releasing my webline and stumble, dropping to my knees as I stop.

“Okay, the landing needs some work, but I’d say that was a good first try,” I breathe with relief, before glancing to my shoulder. “You doing okay, Scarab?” I wince as I see him though.

His face is green and his holding a leg over his mouth. I… I’m not used to moving so fast. He dry heaves. I think I’m gonna barf.

“Well, if you do, please don’t on me,” I say, standing up and dusting myself off. “Yeah, you’re a spider, so it’d be small, but these are the only clothes for a human I have. Since we’re in Equestria, the only way I’m getting more is if I go through the portal to the Equestria Girls world and, unless we’re in after season four ended, that could take a while. I don’t wanna have to wash spider barf off my uniform.”

“How this works is quite a fascination. I am not sure how one as timid as Fluttershy could enjoy this type of relaxation.”

Who…? Who was that? Scarab says, breathing, before shaking his head and frowning. And why did they talk in rhyme?

I smile. “That’s Zecora. She’s a zebra shaman. Aside from Twilight after season three, she’s the best person, well, pony to go to with me looking like this,” I indicate to myself, before moving in the direction of the zebra’s voice.

Scarab cocks an eyebrow at me. Why?

“Well, humans aren’t something you’ll find in Equestria, so regular ponies would likely freak if they saw me. With Zecora, we can at least have no difficulties with—”

Sweet Jesus Almighty! Scarab cries as I halt in place, before my head shoots backwards, causing me to topple over, blood spurting in an arch from my nose.

We just reached trees that opened into a clearing revealing Zecora’s hut. Standing outside it was herself and a green pony… but that’s as far as matching Equestria it got for me.

Instead of two quadrupeds, there’s two humanoid shapes with pony heads and tails standing outside Zecora’s hut, both COMPLETELY NAKED!

“Guess since Peni’s seen as the anime Spider Man character,” I say, getting up, my voice sounding nasally as I hold my bleeding nose, “my body reacts like your stereo typical anime character. Including nose bleeds when seeing something way too sexy.”

Looking back out into the clearing again, I see clearly that Zecora and the other pony, whom I realize is Tree Hugger, are indeed both naked… and fuck me, the world was kind to these two.

Their curves are smooth, with Zecora being a bit pudgy around the hips, both with boobs that must be double Ds at least. Both are bending over and straightening up again as if doing some kind of yoga… making it very hard not to see what they’re got on display.

I’m in a world where the ponies in that show are super-hot anthro babes?! Scarab says in awe, before he snarls. Okay, you’re right. Fuck the asshole that did this to us, this if fucking torture!

I glance at him, any eyebrow raised. “Huh?”

I’m in a world where all my furry fantasies could come true… and the dickwad that sent us here turns me into a tiny spider, denying me those joys! he says mournfully, before scowling. The evil ass doesn’t deserve our help at all. He can go rot in hell while being raped in the ass with flaming jackhammers for all eternity for all I care!

I blink. “Wait. You’re a furry?”

Was, more like, he huffs, folding his front legs. Can’t very well get it on with the ladies like this, now, can I?

I… feel it’s better I say nothing.

“Well, since we’re in an anthro world, it might actually be easier to just walk into town after all,” I say, moving back into the trees and walking around the clearing. “At best, I’ll just get some odd looks for my head shape.”

So, where to then? Scarab asks.

“If we’re in before the end of season four, The Golden Oak Library. If after, Twilight Sparkle’s castle.”

Author's Note

just an idea that came to me Monday night and just couldn't get out of my head.

This might actually be really fun, more so than Call of A Raven.

Which actually leads me to ask, would you guys like the two to crossover? They'd be the only ones crossing over with each other and wouldn't rely too heavily on each other.

let me know in the comments below.

Also, the title is a work in progress. If anyone has a better idea what I can call this fic, let me know that in the comments too.

so, just what awaits Peni and Scarab when they get to Ponyville and what awaits them beyond? look forward to finding out.

til next time, later everyone

Chapter 1

Chapter 1

___________________________________________________________

So, why are we sneaking around if being in an anthro world isn’t such a bad thing for you? Sarab asks as I webline up onto the roof of a building and peak over the edge, trying to remain out of sight.

Thankfully, the rest of the ponies in town aren’t naked. Having written a fic back home where all of Equestria is anthro and nude and running into Zecora and Tree Hugger in the buff, I’d feared we were in a similar world.

Luckily, it seems more that was just part of the relaxation technique the hippy pony was showing the zebra. Everypony else we’ve seen while sneaking about have been near to fully clothed.

Only odd thing is, regardless of whether they’re a stallion or mare, colt or filly, shorts or long pants, everypony has a diamond shaped spot cut out around their thighs, revealing their Cutie Marks.

“Guess it’s the only way you can show off your mark in this world,” I murmur, before glancing to my eight-legged buddy. “And to answer your question, while the rest of the ponies in town aren’t an issue, there’s one pony who is human obsessed and I’d rather not just run into her right now.” I move, leaping down and landing on my feet, crouched down. “Better to remain hidden for now until we get to Twilight’s castle.”

It seems we’re at the very least in after season four as Twilight’s castle is indeed where it needs to be.

That eyesore is supposed to be a castle? Scarab asks, looking to the object in the distance. Looks more like a cash grab play set.

You have no idea.

I move to get up, before five familiar voices catch my attention and I hide behind the building’s wall… before my brain notices something odd.

They sound… friendly?

Glancing around the wall, I see five familiar, if not familiar because they’re anthro, fillies walking towards my direction, all about the same age as me.

They’re… all dressed like they’re Equestria Girls counterparts.

I deadpan. Well, that’s not very creative. You’d think there’d be a little bit of a dimensional difference in how they dress.

Shaking my head, I look to them again, wondering just why the heck the CMC and Diamond Tiara and Silver Spoon seem friendly, before I notice the CMC’s Cutie Marks through the holes in their clothes.

“So, either after or towards the end of season five, then,” I murmur, pulling back as the five get near and continue, completely unaware of my presence.

Come again? Scarab asks, glancing from myself to the ponies moving farther and farther away. How can you tell when we are just by five ponies walking past?

I point to the Crusaders. “Those three are the Cutie Mark Crusaders. The other two are Diamond Tiara and Silver Spoon.”

Wait, the bullies? Scarab cocks and eyebrow, looking back at the fillies. But, my niece hates those two. Says they’re horrible and need to be taught a lesson for always bullying the CMC for not having their marks, even if I didn’t understand who the CMC were and what the marks meant. Why would they all be friends?

“Yeah,” I nod, moving a bit out from behind the building. “But towards the end of season five, the CMC help Diamond Tiara understand her true purpose and get their marks, becoming friends with the two. So, for them to all be friends, we must be after that point in the timeline.” I frown. “Well, depending on timing, I might be able to stop some horrible timelines from being created too.”

He looks to me, very confused. Come again?

I wave a hand. “I’ll explain later. For now, we need to find out exactly when we’re—”

“HUUUUUUUMAAAAAAAAAN!”

I feel like my body is jolted by a billion WATS of electricity, my hair standing on end, before I dart for a bush and crouch to the ground as low as I can, peaking out through a small hole in the leaves.

I see two pairs of feet stop a few metres away, one cream coloured, the other minty green. It seems shoes are not something most ponies wear in this world.

“Lyra,” an annoyed voice says. “You can’t have seen a human.”

“But, I did, Bon Bon! I know I did. You saw it too. It was on the roof of this building and it jumped down. I wish I could’ve teleported. We must’ve just missed it!” an overly excited voice says, the green feet bouncing up and down.

“That could’ve just been anypony,” Bon Bon says, sighing. “Some ponies have weird hobbies. It’s likely you just saw one of them jumping around the roofs for whatever reason.”

“Ponies don’t have flat faces, Bon Bon,” Lyra says matter-of-factly.

“Maybe it was a monkey,” Bon Bon sounds bored now.

“Come on! It can’t have gotten far!” Lyra’s feet run off out of sight, Bon Bon’s slowly following suit.

We remain still and silent for several moments, trying to make sure the coast is clear.

I’m… going to go out on a limb here, but I’m assuming that green pony is the one you were talking about? Scarab says as I stand up and move out from the bushes.

I nod. “Yeah. Lyra Heartstrings. From early on, the fandom made the headcanon that she’s obsessed with humans. Seems we weren’t wrong.”

So, what now? Scarab asks as I webline up onto another roof, being far more careful to keep myself hidden. If she’s as obsessed as you say, walking around town to get to that castle right now definitely isn’t the best idea.

“We’ll keep to the roofs and I’ll do my best to web swing to the castle from as close as possible,” I jump, quickly running and leaping to the next roof before ducking. “Worse comes to worse, if I can’t shoot far enough, you’ll have to bite me to increase my power.”

Will that even affect the webs? Scarab asks, an eyebrow raised. They’re not exactly your powers, ya now? Well, normally, anyway.

“Well, then the bite will increase how far I can jump, followed by my shooting a web,” I say. “Look, I’m kinda playing this by ear. It’s not like we’ve had a lot of practice with this.”

It takes us a few minutes, several times being close calls where Lyra almost spots us (damn, for a unicorn not teleporting, she sure can move fast when it comes to looking for a human), we get to the building closest to Twilight’s castle.

I fire a test web and it stops about three quarters of the way to the nearest spire on the crystal structure.

“Okay. Looks like we’ve no choice,” I look to Scarab on my right shoulder. “Ready?”

I’m still not sure about this, but... he says uncertainly, but sighs, crawling over to my neck. Okay. Let me know when.

I stand, moving as far back on the roof as possible. “On the count of three. One, two, THREE!”

I shoot off, sprinting for the other side. I feel a painful pinch on my neck, followed by a hot feeling, a beeping sound coming from my web shooters, but I try to ignore it all, focusing only on running.

I reach the edge of the roof and jump, flying through the air. The moment I feel gravity starting to reassert its dominance on me, I thrust an arm forward, firing a web.

It soars through the air, just catching on the top of one of the lower spires.

The thread goes taught and I swing with the momentum, rocketing towards the castle.

Spotting a balcony, I use my hips to aim the swing’s arch towards it, letting go, falling through the air and landing with a cartwheel on the balcony, just inches before hitting the guard rail.

I breathe a heavily sigh of relief, flopping back and landing on my ass, my heart pounding.

Please… never… let us… have to do that… again… Scarab pants as he slides down my front and flops on the crystal floor beneath us.

“Since we’re Peni and her spider,” I say, still trying to catch my own breath as my heart pounds from the rush of all that. “I can’t promise anything, buddy.”

Once we’ve finally composed ourselves, we get up, Scarab climbing up my arm and back onto my shoulder.

Hearing a beeping noise, I lift my left wrist and look at the web shooter there. A small, holographic screen display has lit up on it, the words “VENOM LEVELS: 0.1% Estimated Recovery Time: 2 Minutes” visible.

So that’s how that’ll work for us, Scarab says, looking to me. Two minutes for only 0.1% though? Isn’t that a bit much?

I shrug, tapping the screen and it vanishes. “Eh. We just have to be careful not to let it get too high.”

I turn my attention to the door to the balcony.

So… how’re we gonna get in? Scarab asks, looking from the door to me. Doubt we can just knock. And I’m pretty sure breaking the door to a member of Royalty’s home won’t exactly do us any favours.

I giggle, shaking my head and just push the door, it opening easily, causing his mouth to just hang open. “Ponyville residents rarely lock their doors, dude.”

He deadpans. Well, that’s just begging for someone to break in and do something horrible to the princess.

Nailed it again, dude.

Stepping in, I web up to the ceiling and crawl along it. Depending on whether this is towards the end of season five or after, chances are at least somepony will be in here, be it Twilight, Spike, Starlight or even Trixie.

As I pass the library, I notice the sound of Spike and Big Mac’s voices.

“Told you it I’d get this Hock Fetlock rookie card,” the drake’s voice says, sounding smug.

A grumble comes in answer. “Nope.”

It takes a second, before my brain catches up to Spike’s exact words and their possible implications.

I gulp.

What’s wrong? Scarab asks, likely having felt my pulse increase due to where he is.

“Spike doesn’t mention that Hock Fetlock rookie card except at the beginning of season five and we just saw the CMC with their marks, which isn’t meant to happen til after the beginning of the season,” I take a few deep breaths. “But, that’s okay. Maybe it just took Spike that long to get Big Mac to give it to him.”

“Wonder where the map sent them all,” Spike says, drawing our attention. “Any idea why that map even appeared, Big Mac?”

“Nope,” is the simple, casual reply.

“Okay, starting to panic now,” I whisper, moving back and holding onto the wall with my back turned to it.

Why? What’s wrong? Scarab is really worried now.

“Spike’s words suggest Twilight and the others are currently off stopping the pony originally referred to as Pony Hitler, but that’s happening after the CMC have their marks,” I say, my breathing becoming more and more frantic. “They’re not supposed to get them til after that, but they already have them. That’s not how it’s supposed to work. This doesn’t make any sense!”

PENI! I jump, almost losing my grip on the wall, before glancing down to see Scarab giving me a firm look. Keep your cool. So events haven’t happened exactly as you expected. Well, we’re not exactly in the same world as the show, are we? The ponies aren’t anthro in the show, so it’s possible a few smaller details are different from the show is all.

“The CMC having their marks before the events of the season five premiere is not a small difference, Scarab.” I hiss. “It’s big! Like, really big!”

Either way, panicking isn’t going to help the situation, he says, shaking his head. We’re in the castle. We’ll just wait until they get back and then figure out where to go from there, okay?

“Man, I’m thirsty. Let’s go get a drink,” Spike says, snapping us out of it. “I hear Milky Ways’ having a sale.”

“Eeyup,” Mac replies, the two walking out of the library a few moments later.

Spike looks kinda like Smoulder in body shape, about the same size two, but smaller than myself by maybe a foot. Other than that, he doesn’t look all that different from the show. And he’s naked. Guess dragons aren’t much for clothing.

Big Mac, on the other hand? Wow. He’s huge. If I had to give a brief description, I’d say his body makes me think of Arnold Schwarzenegger from back when he was first seen as The Terminator, only red and wearing brown shorts and a yellow shirt under a red vest.

The two walk down the hall until they turn a corner and out of sight.

Okay, they’re gone, Scarab nods, looking to me, before cocking an eyebrow. Uh, Peni? he asks, noticing the bewildered expression and heavy blush on my face. What’s up?

“Milky Way?” I slowly shake my head. “She exists in this anthro world? From what fan art of her I’ve seen and her unique look…”

My nose spurts blood, knocking my head back, causing me to bang it on the wall. The impact and pain cause me to lose my concentration and my grip falters, the two of us dropping down and slamming to the hard crystal floor.

Ow, Scarab grumbles from several feet away from me, rubbing his head. Well, I’m guessing there’s a reason you had that reaction.

I’m holding my nose, trying to stop the flow of blood. “Yeb,” I say through the blood. “Maybe I’ll tell you later.”

He rolls his eyes and scuttles into the library.

Walking in after him, I notice a box of tissues on a shelf and pull some down, wiping my nose and cleaning my face off as best I can.

Um, I know I don’t know much about the show this world is based on, but do books normally glow?

I look to where Scarab is looking a notice a book on Twilight’s shelf is indeed glowing.

“Huh,” I say, moving over and pulling the book down from the shelf, opening it. “Guess Sunset wants to talk with Twilight. Though, I’m surprised the journal isn’t in the portal.”

Scanning the page… my eyes widen and my breathing quickens again.

What? What now? Scarab asks, sounding both annoyed and worried.

“Sunset’s requesting Twilight’s help with the Sirens,” I murmur, struggling to keep my breathing under control. “Season five’s started, the CMC already have their Cutie Marks and Rainbow Rocks is only now happening?! This isn’t right at all! What the fuck is going on around here?!”

“Hey!”

We both turn to see Spike and Big Mac standing in the doorway, their eyes narrowed.

“What’re you doing in Twilight’s castle?” the drake demands, pointing at me, before he falters, blinking in confusion. “Wait a minute. A human? Here? How’d you get through the portal? How come you’re not a pony?”

“Who cares?” Mac snorts, charging forward. “They’re trespassing!”

Without even thinking, I aim my wrists at him and start firing webs.

It catches Mac off guard and he slows.

I leap up, sticking to the ceiling and keep firing webs at him.

Within seconds, the red stallion is tied up in a ball of webs and unable to get out.

“Mac!” Spike runs over, breathing fire on the webs. They burn away, but he stops the big guy from doing anything, turning to look at me as I stay in place on the ceiling, Scarab just now having gotten to me and scuttles onto my shoulder. “I… don’t think she means any harm. She’s just scared.”

“Why shouldn’t I be?” I say, the stress of everything just too much already. “I’m in another world, my whole being is changed, I’m talking to a spider, the CMC already have their marks despite Twilight and the others only now going to Starlight Glimmer’s village and now I find out Sunset’s still dealing the Sirens, while Twilight’s still days from getting back, by which time it’ll be too late!”

I finish, my breathing incredibly heavy. I’m surprised I haven’t passed out already.

There’s a long pause, before Spike shakes his head. “Okay. I think if we all calm down, we can sort this out. Okay, miss…?”

“Peni,” I say curtly, still breathing heavily. “Peni Parker. And this little guy is Scarab,” I indicate to the arachnid.

___________________________________________________________

“Okay. I’ve heard and been through some crazy things, but that takes the cake,” Spike says, shaking his head.

We’re sitting at the table in the library, myself and Scarab on one side, himself and Mac on the other.

We’ve explained what we can as best we could, though, with things being so different and things having happened out of events, we keep the TV show thing to ourselves for now.

I nod, looking down at Scarab. “We’re still stunned by it ourselves.”

“No offence, Miss Peni,” Big Mac says apologetically, glancing to the mirror Spike brought in a minute ago, “but, frankly, right now I’m more concerned about that Sunset mare and this whole Dazzlings/Sirens thing. If Twilight ain’t here t’ help stop ’em and make the portal work full time, what’re we gonna do? We can’ just leave them to the mercy o’ those monsters, not when they’re fr’m our own world. Tain’t right, leaving them t’ deal with our problems.”

Oh, trust me; I’ll be giving Star Swirl an earful about that when he gets here, Big Mac. Believe you me.

“But, if Twilight’s the only one who could build the thing that opens the portal, how’re we gonna do it before she gets back?” Spike asks, looking between the three of us.

I frown, scratching my chin. “Scarab?”

He turns to me. Yeah.

“Do you think, since I am Peni and have her powers, I might almost have her smarts?” I indicate to my head.

He frowns, rubbing a leg on his chin. It’s… possible. Spike, ask a question like the kind your Twilight would know the answer to.

There’s silence.

He facepalms. Right. Forgot. Peni’s the only one who understands me.

I translate for him and Spike thinks for a few moments. “What’s the square root of two hundred and twenty-five?”

“Fifteen,” I say, almost at once. I blink. “The heck? I never knew the square root of anything.”

That seals it then, Scarab nods. You have Peni’s smarts as well as her powers. Question is, can you apply those to inter dimensional travel?

I frown, trying to remember everything I saw Twilight levitating towards mirror, before listing them off to Spike.

He and Big Mac hurry off, gathering everything and returning, where I set about putting it all together, the methods and ideas of how this all should work somehow just being there. Man, being smart is cool.

“… the sum of the square root of the squares of the separation between the points along three special dimensions,” I finish half an hour later, having completed the device and done my best to quickly explain what I’d done to the other three. I blink, a confused expression coming over my face. “Okay, even I didn’t understand what I just said, but also did. This is very confusing.”

“So, let’s test this out,” Spike says, nodding to Scarab, who’s hanging over the portal, the book held in his legs.

He nods back, lowering the book into place and jumping over to me.

We watch the magic moving from the book through the machine, before the portal opens.

“So, we all goin’?” Mac asks, looking uncertain.

I smile, shaking my head. “Don’t worry, Big Mac. I realize traveling to another world is a daunting idea. You don’t have to go with us.”

Spike gives me a surprised look. “How’d you know I intended to come too?”

Scarab and I look to each other, before I scratch behind my neck. “Well, I was technically referring to Scarab and myself, since we kinda need to be together for my full powers to be utilized… though I did have a feeling you’d wanna come with and I don’t see why you couldn’t.”

“Sweet!” Spike pulls both arms down, fists clench.

“It’ll either take us to or three days, Mac,” I say, looking to the stallion. “If we’re not back by then, wait for Twilight and tell her what’s going on and send her in after us. Either way, thing’s should work out. Ready, guys?”

Spike bends down, doing a few leg warm ups, before straightening and nods.

Scarab nods too.

“Alright then,” I say, looking to the portal. “Sirens, get ready to meet Peni Parker!”

We take off, running to the portal and pass through.

Author's Note

Sorry it's a bit short just as Peni and Spike are heading into Rainbow Rocks, but I'm a bit pressed for time as my time to use the computer today is running out.

Next chapter, Peni and Scarab have explained what they can to Spike and Big Mac.

So, yeah, this version of Equestria isn't quite as easy to figure out as Peni first thought. She'd assumed just an anthro version of the Equestria, but things are not as she expected even with that in mind. how much will her foreknowlddge up to season 9 episodes 15, 17, 18, 19 and 20 really help her now? What else is different from the show? What other events from later seasons could have already happened within the season 5 timeline?

Will they be able to stop The Dazzlings? How will they do it without Twilight there? Will Peni find a reason to stay a little longer than just the ending of the movie's events? Will Twilight get back before they're done?

You'll have to wait and see til next week, since i'll be going to Alicon this weekend, so won't have time for writing.

Honestly looking forward to getting further in this story. i've lots of idea and i hope you'll all love them.

Hope your enjoyed this chapter and, til next time, later everybody

Chapter 2

Chapter 2

___________________________________________________________

Rainbow Dash passed her soccer ball from one hand to the other several times, before she sighed. “I’m starting to think she’s not coming.”

As she spoke, there was a bright flash from the portal as two figures shot out, causing everyone to watch.

The larger of the two was soaring forward, before she stretched her hands out, using the momentum to propel herself up in a flip, spinning forward several times in mid-air, before landing, skidding along the ground for two seconds before stopping.

She had black hair and was wearing some kind of school uniform that consisted of a white shirt under a black top with no shoulders, a black skirt, black socks and black buckle shoes.

Before they could even question it though, she tossed her arm towards the school’s entrance, a white rope of some kind flying from her wrist.

The rope stopped after a second, as if hitting something and she yanked her arm back, causing the rope to flick in her direction and she seemed to catch something in her hands.

“Yeah, sorry, dude. I did warn you it might be the case,” she said to whatever she was holding in her hands.

The girls all looked to each other, confused. Who was this girl and who was she talking to?

“He’s still a spider?” Spike said from by the girl’s feet, a puzzled frown on the purple dog’s face. “Odd. He didn’t even turn into another animal, like I did? That’s weird.”

“Guess we’re just immune to the portal’s transformation magic,” the girl shrugged, before grunting as she looked back to her hands. “Hey, if you ask me, it’s better this way. We’re only at our best when you’re biting me. If you tried doing that as a human when I’m now only fourteen, you’d be carted off to prison for being a pedo. No, I’m not joking around. Stop and actually think about it for a second. It isn’t my fault you’re stuck like this, remember? It’s the asshole that did this to us who’s to blame.”

All their eyes widened at the mention of “pedo”, but that was easily forgotten by the other odd things the girl was saying.

“Hmm?” the girl cocked her head, before turning around and seeming to notice them for the first time. “Oh, right. Guessing you’re wondering why I’m here instead of Twilight, huh?”

Before anyone could answer, however, Fluttershy shot forward, bending down and smiling at what the girl was holding. It was a small spider with blue and red colourings.

“Aw, hi, there, little guy,” the normally shy girl cooed at the arachnid. “I’m Fluttershy. It’s very nice to meet you.”

The spider seemed to look back at the girl holding it, who shrugged. “Yeah, that’s Fluttershy. She likes animals, even spiders. No, she can’t understand you either.”

That seemed to pull the shy girl from her thoughts and she seemed to realize she was standing in front of the stranger.

“Who are you and where’s Princess Twilight?” Sunset asks, the smallest of an edge in her voice.

The girl lifted her hands up to her shoulder, letting the spider crawl onto it, before she looked to the Equestrian in human form. “Yeah, you guys have the worst of luck in timing. Twilight’s off with the others on a Friendship Quest right now to stop the one who used to be nicknamed Pony Hitler.”

That just caused confused looks all around as each girl looked to each other, not quite sure what they’d just heard.

The stranger shook her head. “Okay, let me start over. Twilight is off on a mission and, at best, probably won’t be back til sometime either tomorrow or the day after. Since I was close at hand, I came in her place to try and help.”

“And just who are you?” Dash asked, folding her arms.

The girl mirrored her, but smirking. “My name’s Peni Parker. I was bitten by a radioactive spider, whom I share a psychic link with. This guy,” she indicated to the spider on her shoulder. “This is Scarab.”

The group just blinked, before Dash burst out laughing. “Bitten by a radioactive spider she shares a psychic link with.” She pointed at the girl. “Yeah, right. Magic and talking ponies, I can believe in, but that?”

“Guess you need a demonstration,” this Peni said confidently, before jumping up in a flipping motion and aiming her arm just above the school’s entrance and doing an odd sign with her fingers.

The white rope from before shot out and she zipped along it, grabbing onto the wall and remained there, grinning down at the group.

They all watched, wondering just what that was supposed to achieve, before their eyes widened as it dawned on them.

She was staying on the wall, with only her feet and hands touching it. Not holding onto it, her palms were flat again the bricks and she wasn’t just not dropping, she was sticking.

Peni Parker leapt off the wall, another rope flying from her wrist, it attaching to the top of the Wondercolts statue and she swung along the rope in an arch, before swinging back around, letting go and dropping down in front of them, landing perfectly on her feet.

“Any other questions?” she asked smugly.

They all just stared, open mouthed.

She nodded. “Didn’t think so. Now, while I’m not the best to fight magical beings, the Sirens, I can handle. Lead me to them and this will all be settled. But, first, I recommend we find your Principal and Vice Principal. Sooner we break them out of the spell they’re under, the better.”

That shook them all out of it.

“An’ just how are ya gonna break the spell on them if’n ya ain’t good at fightin’ magic?” Applejack asked skeptically.

___________________________________________________________

“Right this way, Principal Celestia and Vice Principal Luna,” Rarity’s voice says as she walks out of the front doors, the two adults following after her.

“You’re sure this is going to work?” Sunset asks, looking to me from my hiding spot behind the Wondercolts statue.

I smile as I stick to the statue’s back and shrug. “Honestly, I’m just guessing here. But, even if it doesn’t work, we should be able to get away without them realizing what’s happened.”

“That doesn’t exactly fill me confidence,” the other girl replies, putting a hand to her forehead.

“So, just what is the problem, Miss Rarity?” Principal Celestia’s voice says from the other side of the statue.

“Indeed. We still have much work to do in order to finalize the Battle of the Bands,” Vice Principal Luna’s voice agrees curtly.

I sigh. “Well, here goes nothing. Get ready, Scarab. Now!”

I leap into the air as Scarab bites down on my neck, the web shooters switching to Taser Webs and I shoot two, one at each adult.

The webs make contact before either can comprehend the situation and I watch for two seconds as they comically get electrocuted, easily reminding me I am in a world based around a cartoon.

I disengage the webbing, Scarab pulling his fangs out of my neck as gravity pulls me downward.

I spin forward in mid-air, grabbing the adults by the head and banging them together, causing them to drop to the ground in a pile, before I land, sighing.

A beeping sound make me look to the holographic screen of my web shooters. “VENOM LEVELS: 0.1% Estimated Recovery Time: 2 Minutes” is visible again.

“Oh, I don’t like this,” Fluttershy says anxiously as the rest of the group come out from behind the statue.

“You literally just assaulted our Principal and Vice Principal and you don’t even go to our school!” Dash says, biting her thumb.

“Wow,” Celestia says, sitting up, rubbing her head. “What just happened?”

“Last thing I remember is three girls stepping into your office while we were finalizing plans for the Musical Showcase,” Luna says, holding her head, a strained expression on her face. “After that… everything’s a bit of a blur. I remember something about a Battle of the Bands and singing, but beyond that…”

“Phew, it worked. That was a fifty/fifty chance there,” I say, sighing.

The two adults open their eyes and look up to see the eight, as far as they can see, of us gathered around them.

“What… just happened?” Luna looks to Sunset, but I answer, deciding to be blunt.

“You both got mind raped by dark magic by three creatures a pony from Equestria’s ancient past banished here, not knowing they’d still have some of their magic.”

There’s a very long pause, everyone just staring at me.

“Um… what?” Celestia looks both concerned and confused.

I hold up a hand. “I’ll explain later. For now, we have three Sirens to catch,” I indicate to our group and we head off.

___________________________________________________________

“That was way easier than it should’ve been,” Aria’s voice says from the other side of the door as the girls, Spike and I crouch, listening in. “These humans are way too simple minded.”

“Which is going to make getting their magic so much simpler a matter,” Adagio’s voice replies confidently. “And once we find the biggest source of their magic, we’ll be able to regain our full powers and dominate this pathetic little world.”

I nod to the other, pushing the doors open as we walk in.

“Yeah, that isn’t going to happen,” Sunset says firmly.

The Sirens turn in time as I kneel down, firing webs from both wrists It catches them off guard and within seconds they’re tied up and strung upside down.

“Who? What? Huh?” Sonata cries, her eyes spinning from the sudden motion.

“Nice try, Sirens,” Sunset says, arms folded, causing the three’s eyes to widen in shock. “We know everything. You won’t succeed.”

Adagio looks angry, before she gives a sly smile. “We’ll see about that. Girls?”

The other two nod and they start vocalizing, only to be silence by webbing covering each of their mouths quickly.

I smirk at them, folding my arms. “We know all about how your magic works, Sirens. You sing, causing any negative emotions within those who hear your voices to rise up and then you feed on the energy as it magnifies.”

“But, if you can’t sing, your magic won’t work, will it?” Dash grins smugly.

“And ya’ll can ferget about yer Battle o’ the Bands plan,” AJ nods. “We snapped the Principal and Vice Principal outta it. They ain’t gonna go through with it, meanin’ any o’ yer plans are tied up.” She snickers. “No pun intended.”

Aria and Adagio both glare, struggling against their bindings, their screams of fury muffled by the webbing over their mouths.

“All we gotta do now is wait for Twilight,” I say, turning to the others. “If the seven of you sing a song from the heart, while focusing on your friendship, you’ll be able to solve all of this.”

The girls all nod, cheering… which causes me to blink as I notice something off.

“Um, why isn’t Sunset second guessing me? I was under the impression you hadn’t won the school over after Twilight’s last visit.”

They all blink, Sunset cocking an eyebrow. “Was I really giving off that kind of vibe?” she rubs the back of her head. “Sorry. Actually, while it did take a few weeks, everyone seems to have realized I’m not the same Sunset I was before.”

“Well, everyone except Wallflower Blush,” I murmur, rubbing my chin.

They all look confused. “Who?”

I blink, before smirking. Maybe this can work to my advantage.

“I’ll explain later. For now, let’s find some more stable stuff to bind the Sirens before Celestia and Luna have them put under watch. My webbing isn’t permanent. Like regular spider webs, it’ll dissolve in about an hour or so.”

“So, what’ll we do til then?” Applejack asks, looking around at us.

I frown, rubbing my chin. “You can fill me in on a few things. I think things aren’t quite how I think they would be in your world.”

___________________________________________________________

“Well, I’m pretty sure they’re not gonna cause any problems, now they don’t have their magic,” I say, arms behind my head as we all walk towards the portal, Twilight in toe.

The purple princess was definitely surprised when she arrived the next morning and found me chatting with the others on the steps of the school.

The Sirens have been dealt with, the girls having realized what they’d been doing after I encouraged Sunset to speak up, and sung Fluttershy’s song, using the Rainbow Alicorn Spirit Bomb to destroy the three pendants, leaving the Sirens with no magic.

I secretly then helped them escape while making it look like they’d gotten out on their own without my realizing it.

I know those three aren’t going to reform. I’ve seen Sunset’s Backstage Pass. I do know they’ll at least not be bothering anyone or causing problems.

“So, what is your talent, exactly?” Twilight asks as we reach the portal.

I blink, confused by her question, as are the rest of the girls and Spike.

“Your name,” the princess says, indicating to me. “Normally, a pony’s name is somewhat related to their talent due to some latent magic they let’s mother’s know what their foal’s talent will be, without actually knowing it. But your name leaves me puzzled. Penny Parker. So… you are good at parking carriages for cheap prices?”

I blink, before it clicks and I shake my head. “No, Twilight. I’m not a pony.” I cock an eyebrow. “Didn’t Big Mac tell you that before you came charging through the portal in terror?”

She blushes, before shaking her head. “He just told me Spike went with someone named Penny Parker to this world to stop Sirens Starswirl banished here years ago.”

I shake my head. “When I come back later, you’ll see I’m not a pony and my name, which is Peni, P-E-N-I, by the way, not Penny, has nothing to do with a special talent or anything like that.”

She cocks an eyebrow, though it’s Spike who speaks up. “Wait. You’re not coming back with us?”

“But I’ve so many questions!” Twilight whines, grabbing my arms. “How come you’re immune to the portal’s transformation powers? How come you can talk to that spider? Why does it biting you give you new abilities? I need to know the answers to these!”

“And I’ll answer them as best I can when I get back,” I say, gently making her let go and putting her arms down. “But I’ve my reasons for staying. I’ll be back, don’t worry about that. I know I can’t stay in this world permanently, no matter how much easier it would be to adjust if I did.”

We stop in front of the portal and Twilight looks around at the others.

“Sure wish you could stay longer,” Applejack says.

Twilight nods, cupping her hands over her chest. “Me too. But I have responsibilities in Equestria that I have to get back to. It’s citizens need me.”

You have no idea, Twilight, especially later on.

I glance to behind her to see Pinkie pulling her face out from within the portal, her expression dazed.

“And now, I can go through the portal whenever I need to,” Twilight continues, pulling my attention back to her. “This isn’t goodbye.” She smiles warmly. “It’s just goodbye til next time.”

Which might not be very long from what I know, but, whatever.

She looks to Spike. “Ready?”

“Ready!” he nods.

The two go through the portal, leaving the eight of us alone.

“So… why exactly are you staying?” Dash asks, looking to me as she puts her hands on her hips.

“How long til the Friendship Games?” I ask, folding my arms.

“About three and a half weeks,” Rarity says, thinking. “That’s one of the reasons for the Musical Show Case, to help raise a little extra funds for the games.”

“Mrs. Rich has been doing her best balancing the budget after the repairs needed… after what happened at the Fall Formal,” Sunset says a little hesitantly. “Anything we raise will help.”

I blink, before cocking an eyebrow at her quizzically. “Random question: What’s Diamond Tiara’s home life like?”

They all look to each other, very confused, Scarab also giving me an odd look.

“Well, Apple Bloom says since her parents split up an’ she moved in with her ma, things have been pretty good,” Applejack says, her eyes upwards as she thinks.

Rarity nods. “Indeed. With Filthy Rich seeming barely concerned about being cut out from their lives, Mrs. Rich and Diamond Tiara’s lives seem to be alright.”

Ah. So, this world works on the basis of that theory I had that, since Spoiled in Equestria is a horrible mother, while Filthy is a great father, it’s mirrored in Equestria Girls. Glad to see that won’t be something nagging at my noggin.

I nod. “Okay, then. I wanna see how things go at the games and I’m pretty sure Equestria will be fine without me for at least a few days.”

Or, at least, I hope so. Considering how the timeline seems all muddled up, both there and even a bit here, I’m not entirely sure anymore.

However, I do know I should be able to stop a few bad things here and actually have some characters be better off for it.

Just gotta be patient.

___________________________________________________________

As the group of girls went off, a man in a black suit lowered his binoculars.

“Reporting in,” he said to a small microphone on his collar. “Target found. Repeat, target found.”

“Seriously?” a voice said from the speaker piece in his ear. “I thought they were just rambling. You actually found someone matching the description?”

“Hmm, not quite,” he replied uncertainly. “For one, this target isn’t a male. It’s a girl of only fourteen and I highly doubt her name is Miles Morales.”

“Either way, about time,” the other voice replied. “I’m sick of this dimension. Keep tabs on her. We can’t lose her before the crew arrive.”

“Roger,” he replied, ending the communication and standing up, moving off, blending into the crowd.

Author's Note

Hmm. the plot thickens. Even EQG isn't quite how Peni remembers it.

What plans does she have for the Friendship Games? Who was the mysterious man and who were he and his partner talking about? Who is it that was looking for someone like her but named Miles? What is their plan?

You'll have to wait to find out.

Didn't quite get as much done as i wanted, but i think what's here is good. originally wanted to blend Rainbow Rocks' events and Friendship Games into the same chapter, but both the realization of it being too crowded if i did and time constraints made me decide to make them seperate chapters.

So, what will Peni's experiences be once she returns to Equestria? After all, this is NOT the Equestria she knows, not by a long shot.

she is in for quite a few surprises.

Hope you enjoyed this chapter and, til next time, later everybody

Chapter 4

Chapter 4

___________________________________________________________

“That doesn’t make any sense,” Sci-Twi says in a deadpan as we sit in the Sugar Cube Corner Café.

We’ve just finished explaining things as best we can to her without letting it be too much of an overload.

“I can talk now, Twilight,” Spike says, looking up at her from her in arms. “I think “doesn’t make any sense” makes a lot more sense than it should.”

“And… neither of you are from this world at all?” she looks to between Sunset and myself.

“Well, Sunset comes from Equestria,” I glance at the bacon-haired girl. “Scarab and I come from a different human world, but got sent to Equestria, our entire beings changed.”

“So… what would happen if Spike and I went to that world?” she asks hesitantly.

Sunset frowns, rubbing her chin, while I lean back, hands behind my head. “Well, logically, any being on this side of the portal who goes to Equestria will turn into whatever their Equestrian counterpart is. Yours is an Alicorn Princess, so you should turn into an Alicorn yourself.”

I say should because of that stupid detail in Spring Breakdown where, despite her getting Alicorn wings whenever she Ponies Up, Sci-Twi becomes a normal unicorn when she goes through the portal.

“What about me?” Spike asks eagerly.

“You’d become a baby dragon,” Sunset chuckles.

The dog frowns, seeming to think it over, before shrugging. “Eh. Baby or not, a dragon is still a dragon, right?”

We all giggle in agreement.

“Um, what are you doing, Twilight?”

We all turn to see Sugarcoat and the rest of the Shadowbolts who are on Crystal Prep’s team for the games. They’ve all got folded arms and very disapproving looks on their faces.

“T-talking with my new friends?” she replies nervously.

Lemon Zest looks confused. “Friends? With CHS students? Why would you wanna be friends with them?”

“Maybe because the students at her own school are jerks!” I snap, causing them as well as the others to all flinch at the fierceness in my tone. “All you girls have done since even before you all left for the games was ridicule Twilight and put her down, as if treating her horribly is meant to make her want to be better. Heck, the only one of you who really did anything nice for her was Lemon Zest, sharing her headphones because she thought Twilight would like the music she was listening to!”

“Well… that’s not true,” Indigo Zap says, before looking uncertain. “Right?”

Sci-Twi looks down, holding Spike closer.

“Name me one single thing any of you have said to Twilight since these games started that wasn’t demeaning to her,” Sunset says, standing up, walking around and standing by the other girl, putting a hand on her shoulder.

All five of them go quiet, mumbling to themselves or rubbing an arm.

“Didn't think so,” Dash says firmly. “Now, we’ve still a few hours before the final round, so unless you lot have something you actually need to talk to Twilight about, how about leaving us alone and letting her enjoy some time with people who actually care about her?”

They all look like they want to argue, but several other patrons are now watching us.

The Shadowbolts all remain silent and leave.

The moment they’re gone, Sci-Twi lets out a huge breath, her body visibly sagging as the tension leaves her.

“Man, that was tense,” Pinkie says, looking from the door to us.

You deserve way better, girl, Sci-Twi gives a small yelp at the feeling of Scarab putting a leg end on her knee, but calms when she sees it’s him who did it, while I translate.

She thanks him uncertainly and watches as he scuttles back over to me, up my arm and onto my shoulder. “So, you really understand him?”

I nod, glancing at the little guy. “We’ve been in this together since the start. I’m the only one who seems able to understand him, but he is quite smart. He may be a spider now, but he still has the mind of a human.”

“So, does anyone have any idea how we can get our magic back out of Twilight’s device?” Rarity asks.

I reach into my pocket, pulling out the still sealed device. “We’ll be better off waiting til the games are over, I think. It’ll give us more time to work on it, especially if Twilight joins us on her days off.”

“I’m really sorry, girls,” Sci-Twi says as I pocket the thing again. “If I’d known what my device would do, I swear, I never would’ve brought it. Heck, I never would’ve even built it.”

“So, after the games, how long til you’ll have to go back to Crystal Prep?” Fluttershy asks.

“Not for a while, I hope,” Spike says before his owner can even open her mouth. “I like it around here. It’s a much nicer environment than Crystal Prep. Plus, Twilight doesn’t have to hide me from everyone.” He cocks his head in thought. “Wait. Is the reason you guys aren’t worried about me talking in public because of that other Twilight you mentioned?”

I nod. “Her Spike turns into a dog just like you when he crosses over and everyone learned he could talk shortly before the end of their first visit. A talking dog around here isn’t weird to anyone at all.”

“Cool,” he grins, yipping happily.

___________________________________________________________

“Since the score’s tied, the final event will determine the winner of the Friendship Games,” Dean Cadance calls over the mic as everyone is gathered outside the front of the school.

Vice Principal Luna takes the mic and holds up two small flags, each with either the Crystal Prep or CHS logo and in their respective colours. “Somewhere on campus, a pennant from each school has been hidden. The first team to find their school’s flag and bring it back wins.”

Dean Cadance smiles out at the crowd. “And as soon as our teams are ready, we’ll begin.”

“Well, see you after the games,” Sci-Twi smiles, handing Spike to myself. “Good luck and may the best team win.”

“Good luck to you, too, Twilight,” Sunset nods.

The girl smiles, waves and runs off to join the rest of her team, the members of whom don’t meet her eyes, their expressions full of guilt… while Cinch is just giving her a cold stare.

“Remind me to see if Dean Cadance left any mic bugs in Cinch’s office before a few days ago,” I murmur to Spike.

The dog looks up at me with a cock eyebrow. “Huh? Why?”

I look towards Cinch, who is talking with a stern expression to Sci-Twi, whose shoulders are hunched over. “Because blackmailing one of your students and threatening to interfere with her future education is more than enough to get a certain person fired.”

“If both teams are ready?” Vice Principal Luna says over the mic.

The girls nod, spending out towards the centre, the Shadowbolts, being watched by a glaring Cinch, following suit.

“The last event of the Friendship Games begins…” Dean Cadance calls over her own mic, everyone tensing, her an Vice Principal Luna shouting in unison, “Now!”

“Ah, I think not, dear school heads. I think not.”

I, along with everyone else, glance around, confused as to where the amplified mystery voice just came from.

“Uh, is this part of the games?” Spike asks, glancing up at me.

I shake my head, only for my eyes to widen as my Spider Sense goes off.

Aw, crap. What now? Scarab asks, looking around.

A loud animalistic roar causes all our attention to move to the roof of the school, only for screams of panic to ensue as what looks like a large green Asian dragon comes flying from over the roof and down towards the stands.

“Shit!” I toss Spike to the ground and web swing up, using the momentum and kick the dragon, causing it to go back in the air, before it turns, snarling at me.

Dragons, in this world? Scarab looks to me from my shoulder. I am so confused.

“You and me both,” I say, web lining the dragon’s face as it comes back at me, using it to propel myself upwards and run over its head and across its back. “This sure as fuck didn’t happen in the movie.”

“All students, inside the school, NOW!” Principal Celestia yells into the mic.

Every student, Crystal Prep or CHS, it doesn’t matter, they hightail it into the school.

“You think it would be so simple?”

I leap off the dragon and stick to a nearby wall with just my feet and one hand, looking around for the speaker. What the hay is going on around here?

“There she is! Blast ’er!”

I blink. I recognize that southern drawl. I have mere seconds after before my Spider Sense goes off and I leap off the wall, just as it explodes.

Landing with a flip through the air, I see several men in suits with missile launchers in their arms.

Are you bloody kidding me?!

Quickly scanning them all, I stop one who looks a little familiar. flat-cut black hair, average mustache.

Herman Schultz, aka Shocker? Scarab looks to me in confusion. Does that mean this attack is on King Pin's orders?

Heck, if I know.

“Watch out!” I look around to see Dash save Sunny Flare from being trampled by a second dragon that has come from God only knows where.

What is going on?! Scarab yells.

Dash Ponies Up, while the others help several students from both schools who fell over.

“I wish I damn well knew!” I growl.

One of the dragons roars, before it charges down, chasing after Rainbow, who flies to keep away from it.

“Taser Webs!” I yell, running and leap up.

I feel a prick at my neck as I fire my webs at the beast, before electricity surges through them and they make contact with the beast.

It screams, sparking, before a small explosion happens near its tail.

I blink as I soar through the air. Wait, what?

Frowning, I land on the dragon’s back and fire more Taser Webbing. The beast roars again, its movements becoming sluggish, before it’s right eye seems to explode.

I shield my face with an arm, before moving it down and seeing… a busted mechanical eye?

“Well, this has certainly been fun. But I have a schedule to keep. Cadunt ad hostem supplex adfare! ”

At once, I feel like my body’s gotten unbearably heavy, my legs giving in and I fall off the dragon, hitting the ground, hard, as does everyone else fall to the ground.

A light chuckle comes from above and I strain to push my neck up, gritting my teeth and my eyes widen before they narrow at what, or rather, whom I see.

Floating down on another dragon is someone dressed in a green outfit with a large sphere around their head obscuring it from view.

“Mysterio!” I snarl. “Should’ve figured. But, how are you even here?”

That makes two Spiderman villains we’ve encountered in this world already? And in the span of a few minutes. If there’s two of ’em, there's probably more. Though this seems to be before Schultz’s Shocker days. Maybe Scarab wasn’t too far off on the King Pin theory.

Mysterio hops off his dragon, chuckling as he walks over to me.

“Dear child, why would I not come, when you have led me to my prize?”

He reaches down and into my pocket, pulling out Twilight’s device.

“What? You know you’re magic’s fake, so you wanna steal others?” I demand, struggling to fight what I now know is just a colourless, odourless gas. “You don’t know the first thing about real magic!”

I feel like he’s giving me an odd look. “Real magic? Dear child, you know as well as I, it does not exist. Whatever energy is within this device that can alter a being's genetic code, however? Now that, I can put to use. And I must thank you for leading me to the doorway to that other world.”

Alter genetic code? What the heck’s he babbling about? And he comes from the MARVEL universe! How does he not know magic is real? And other world? What does he…?

My eyes widen and I snarl. “You’re planning on going to Equestria!”

He chuckles, indicating to all the suited men, who’ve gathered up everyone, Dash even being held down by ropes. “My men have been looking for a target with your abilities. At first, we thought we could use you, but then you talked about another world, devoid of the technology of our own.”

He holds his hands to the sky.

“Imagine it, a world where, like if one were to travel back in time, any form of advanced technology would be mistaken for magic. I will finally be treated with the respect and wealth I truly deserve. And I have a feeling,” he smashes his glowed hand against the foam, causing it to shatter, revealing Sci-Twi’s device, “that whatever is within this device will give my body the alterations it needs to pass into that world.”

He opens it.

“No!” I scream, my Spider Sense going haywire.

At once, there’s a booming just like in the movie, a sphere of white energy expanding, consuming Mysterio.

Shit. Shit, this is not good. Not good at all!

The light fades, revealing nothing visibly different aside from the fact he’s now glowing, but my Spider Sense is telling me looks and getting a glow aren’t what changed here.

He gives an evil laugh, red eyes appearing on the helmet, leering down at me. “This... this power. You were right! I didn’t believe in magic before, but I do now!”

He fires a blast of magic from his hands at the Wondercolts statue, causing it to explode. The explosion distracts Mysterio’s goons though, giving the girls the chance to fight them off and make a break for it with the other students.

“Equestria!” Sunset stops as the portal indeed shows the other world, just like in the movie.

He fires more blasts at the fleeing students, the girls helping push them out of the way, avoiding being hit, more tears forming between the two worlds.

“Peni, get up,” Fluttershy helps me stand up.

I shake my head, clearing it, nodding in thanks to her.

“Uh, Boss?!” He glances down at the group of men, at least twenty, though without the future Shocker present, who are all standing together, looking uncertain. Schultz must have hightailed it outta here after we all started fighting back. “What do you want us to do now?”

Mysterio laughs… and it sends chills down my spine. Even without Spider Sense, I’ve got a bad feeling about this.

“Thank you all for your help,” he say, an orb of flames appearing in his right hand. “However, your services are no longer required.”

He throws the orb towards the men. They all yell in fear, trying to run away, but the orb hits the ground and explodes in a flash of light.

When it fades, the men are still standing there, though they look grey… and my eyes widen in horror as they blow away, ash in the wind.

I gape, not believing what I’d just seen, before my eyes narrow and I fire a web at the now magically infused Mytersio. Sure, it’s not everyone’s magic, since Twilight only took Fluttershy, Pinkie and Rarity’s magic, but a Mysterio with magic at all is bad news. He literally just murdered twenty guys in cold blood, for crying out loud!

The web hits him, a charge of electricity flowing through it, making me realize Scarab hasn’t stopped biting me, likely because he was stunned by the gas too.

The man glances in my direction. “You can’t do this!”

He just laughs, turning to face me. “Why not?! There’s a whole other world right there, and it’s just filled with magic!”

He fires another blast, it missing Dean Cadance and causing another tear in the world.

“But you’re destroying this world to get it!” Sunset yells and I notice the girls, including Sci-Twi, having gathered behind me.

“So what?” Mysterio cocks his head to the side. “There’s more magic there, and if I'm this powerful with just the fraction I gained from that device, imagine what I could do with a whole world of it!”

He throws both hands forward, energy surging from them and smashing into the ground, causing it to fall away, leaving a giant gaping hole leading to the skies above Ponyville.

Geez, it’s like my Spider Sense won’t freaking stop.

A scream, followed by several voices shouting “Spike!” in alarm causing me to glance back to see Spike falling through the hole.

I fire a web, catching him, Scarab pulling out of my neck to stop the Taser Webs and I yank Spike back, flipping through the air and web swinging towards Mysterio.

I manage to land a kick to his helmet, causing it to shatter, revealing a green skinned man with bright glowing red eyes, with a manic grin on his face.

He yells, a shockwave exploding from him and sending me flying back.

I fire a web and sling over to the lamppost, landing atop it. “I know you feel powerful right now, like you can have everything you want! But you can’t Mysterio. You’re just a two-bit, magic envious criminal.

He cackles. “Oh, you’re wrong. Unlike you think, I can have everything I want!”

“No, you can’t,” We both glance down to see Sunset standing firm, staring up at him, the others around her. “Even with all that magic and power, you’ll still be alone! True magic comes from honesty!” Applejack glows with orange light, “Loyalty!” Dash with cyan, “Laughter!” Pinkie with pink, “Generosity!” Rarity with purple, “Kindness!” Fluttershy with yellow energy. “They make most important magic of all...”

“And while I’ve only known these girls for a short time, I’m not letting you hurt my friends,” Sci-Twi steps forward, herself glowing with lavender light. This seems to catch her off guard and she looks at herself frantically, though Sunset doesn’t notice, herself glowing with red energy.

Mysterio cocks an eyebrow at them. “And what kind of parlor trick is this?”

I snicker.

The girls all look to each other, nod and shout in unison, “The Magic of Friendship!”

At once, they all glow brighter, each Ponying Up, evening Sci-Twi, herself gaining the longer hair, ponies ears and Alicorn wings.

Mysterio blinks and I take my chance.

“Time to try a new webbing,” I nod to Scarab, who nods back and bites me. I aim my web shooter. “Pyro Webs!”

Flames burst from my shooters, wrapping around him,

He yells in pain and anger as he’s dragged to the ground, the flaming webs forming a net around him.

The girls all joins hands, the rainbow energy of the Elements swirling around them, before launching into the air and slamming down on the bound villain.

He yells in fury and pain as he’s stripped of all the magic he’d absorbed and the rainbow goes around, closing all the tears in the world.

A roar, followed by distant screams, makes me realize we forgot about the robot dragons and I web swing towards one, kicking it as hard as I can, causing it to fall backwards and hit the other.

The two machines start falling to the ground, but I start firing webs left, right and centre as fast as I can, wrapping them up, before tying them to a poll and drop to the ground, exhausted, more than I honestly expected.

A beeping causes me to glance down at my web shooters. “VENOM LEVELS: 12.6% Estimated Recovery Time: 12 Hours, 6 minutes.”

I think that’s the highest level and longest we’ve needed to wait yet, Scarab says, scuttling onto my shoulder.

I nod, before dropping, Sunset and Dash catching me.

“Principal Celestia,” an angry voice causes us to look towards the entrance, where Cinch is following after the white woman, “on behalf of Crystal Prep, I demand that you forfeit the Friendship Games! Clearly, CHS has had unfair advantage for quite some time! And it’s certainly obvious that your students have been using magic for their own benefit!

“Is she serious?” Dash asks, looking around at us and the Shadowbolts who they’d saved, but hadn’t been able to get inside.

Principal Celestia gives Cinch a very smug look, though I can tell there’s anger hidden underneath it. “I’d like to think that saving the world benefits us all.”

“Also, how is some crazed man with robotic dragons who attacked our students as much as your own in any way an unfair advantage for us?” Vice Principal Luna points out.

“The CHS students actually saved our lives when that weirdo was attacking us, which makes that twice today they’ve saved our lives from events that were completely out of their control and had nothing to do with them,” Sugargcoat says bluntly.

“They were willing to risk their lives to keep us safe, despite al the things we’ve done to them over the years,” Sour Sweet says sweetly, before saying sourly, “While you pushed us to put ourselves in danger just for your own gains because we were scared to make you disappointed in us.

Principal Cinch looks from us to the other adults. “Obviously my students have been infected with your magic, but I plan on taking all of this up with the school board!”

Principal Celestia smirks. “Good. I’m sure they would be very interested in hearing all about the magical students with wings.”

Vice Principal Luna snickers. “Oh, and the portals to different dimensions opened by a man who attacked both schools’ students that is somehow CHS’s fault.”

“And don’t forget to tell them about the talking dog and girl who fires webs from her arms.” Dean Cadance giggles.

“Because that would never ruin your reputation,” Spike says.

Cinch looks angrily around at all of us, seeming to relax no one is going to back her up on this. Just when she looks like she’s about to burst into a fit of rage, she stops, adjusts her top and walks away.

Principal Celestia steps forward. “Well, I know these Friendship Games haven’t been what any of us expected, but given what we’ve all just been through, I think it’s fair to declare us all winners.”

Unlike in the movie, however, no one cheers.

I glance around, confused as the girls all look amongst themselves, as do all the students who are coming back out.

“No offense, Principal Celestia,” Sunny Flare says, stepping forward, “but, win or lose, we at Crystal Prep wanna finish, this for real.”

The rest of the Cystal Prep students voice their agreements.

“Same here,” Sunset says firmly, the rest of CHS joining her. “We want to see who will win this, fair and sqaure.”

The three adults looks to each other, surprised, before smiling and nodding.

“Then, tomorrow morning, we’ll have the final match to see which school wins,” Celestia says.

“Though, if I could make a suggestion regarding these games?” I ask, holding up a hand and standing on my own.

They look to me and indicate for me to continue.

I fold my arms. “Well, regardless of how well things go here, there’s a slim chance this could happen again, the rivalry, I mean. These are meant to be the Friendship Games, yet it took a madman overcome by stolen magic almost tearing the world apart to truly pull the schools together. So, after this year, might I recommend the games be cancelled and re-purposed into a Friendship Festival.”

“Like, a gathering where both schools will come together to prepare food, games and entertainment?” Sunset asks.

I nod. “It would certainly help keep the bonds of friendship between the school more so than a sports competition.”

Celestia rubs her chin in thought. “An interesting idea, Peni. Vice Principal Luna, Dean Cadance and I will discuss it later.”

I smile, before turning around, glaring at the still form of Mysterio. “Though, if you’ll excuse me, I’ve a villain whom should face Equestrian justice.”

“Uh… shouldn’t we let the police handle that?” Dash asks with concern.

I walk over and web up the man until he’s in a tight ball and lift him over my shoulder. “He knows about the portal and Equestrian Magic and we just saw what he can do with it. The last thing we want is this guy hanging around in this world.”

“So, you’re just taking him into a world where he could very well be a unicorn?” Sunset asks, a skeptical eyebrow raised.

I glance at him. “I dunno. I get the feeling karma’s gonna give us a hand here after the shit he just pulled.” I wave. “Good luck with the final games, everyone. Sunset, message us who won.”

I walk over to the portal and go through.

Coming out the other end, I dump Mysterio on the ground… I burst out laughing, hands on my knees.

Oh, Karma was heavy on him. He’s not a unicorn, he’s not even a pony or any other race in Equestria with actual magic. He’s a donkey. Equestria literally made an ass out of him.

Oh, this is too priceless.

“Um… who is that and why do you have them tied up?”

I try to calm my breathing as I stand up, wiping the tears from my eyes. “Oh, Princess, you have no idea how good this is.”

Author's Note

Surprised a new chapter is out today?

Surprised me too.

I'm still not done unpacking after having moved house, but i had a bit of spare time on my hands, so decided to write this chapter.

Bet none of your were expecting Mysterio to appear.

Anyway, next chapter Peni finally starts living in Equestria... though this isn't her last time going to the EQG world. Mysterio may have been the one monitoring her before, but her actions in stopping him have caught someone else's eye.

Who that is, you'll have to wait and see as i've literally no idea when i'll be able to sit down and get back to writing, so this chapter will have to satisfy you until then.

i've gotta get off now so that i can actually get some shopping done so i can settle in better at the new place.

Hope i did okay with this one and, til next time, later everybody

Edit 10/6/2023: Holy crap! So, i just stumbed upon Variant Comics's Youtube video about Origins of Sp//dr and, I kid you not, I had NO idea I'd unknowingly recreated Peni's first spider villain encounter here, as Mysterio of her universe is the first big bad she went up against.

I had NO proper experience with Peni and her history when I wrote this chapter beyond what little I'd gathered from Into The Spiderverse and its special features, so the fact I somehow recreated Peni's first big bad guy fight without knowing it is so hilarious and honestly eerie to me.

I had no clue Mysterio was her first villain fight until I watched that video less than twenty minutes ago. That is nuts!

The fact no one else has pointed this out to me in the comments? Even crazier!

Chapter 5

Chapter 5

___________________________________________________________

“So… this donkey was causing problems in the world Sunset is living in?” Celestia asked, herself and Luna looking down from their thrones at the ass before them, tied up in some odd form of rope that was keeping him bound in a ball of the stuff.

The grey female Pegasus guard nodded as she knelt before the two princesses. “Princess Twilight Sparkle had him sent here with some of the guard who were traveling back from the Crystal Empire.”

“Sister, if this ass was willing to destroy Sunset’s world to get to our own, we cannot just let him go free,” Luna said, looking over the scroll that had been sent prior to the prisoner’s arrival.

Celestia looked over the ass, before closing her eyes, her expression firm. “Indeed. Though he may not possess any magic now, he is too dangerous to leave be.”

He stared at her, wide eyed.

“Send him to Tartarus, where scum like him belong.”

“WHAT?!” the ass cried in absolute terror. “You’re going to kill me?!”

The guard snorted, shoving him to get him moving. “You’ll wish they’d killed you after a couple hundred years.”

“What are you talking about? How can you sentence me like this? I’m not part of your world! I have my rights! You can’t condemn me—”

The doors to the throne room closed, cutting off his words.

“I shall join them shortly to take him there,” Luna said, looking over the note from Twilight. “Though, I must admit, I am curious about this, sister.”

Celestia nodded, deep in thought. “Yes. Things have gotten quite interesting.”

___________________________________________________________

“Spike, is she okay? Is she awake?”

“Fuck! Don’t come in looking like that!” I yell, covering my eyes and nose as the near naked Alicorn tries to get in the room.

EARLIER, AFTER RETURNING TO EQUESTRIA

I wipe the tears from my eyes, turning in the direction of the voice of the Princess of Friendship. “You’re gonna laugh when you—”

I stop when my eyes fully adjust and I see the mare before me. She’s tall, lavender fur-covered skin, breasts about as big as my head… and wearing nothing but a towel that has just fallen down, exposing everything the mare has to offer.

We just stand there for several long seconds, neither of us speaking,

I blink, before my nose spurts blood so hard I’m knocked backwards into the wall, my head banging against the crystal structure, hard.

“Oh, my gosh! Spike, get help!” the mare calls out, her voice starting to echo and go distant as she hurries over, lifting me up in a way that presses my head against the bright pink nipple of one of her massive honkers.

My nose spurts again, throwing my neck back, my eyes rolling into the back of my head and I pass out… faintly able to make out Scarab muttering, Lucky bitch.

NOW

“Just, please, Twilight, a bathrobe is not the best thing for me to see you in right now,” I say franticly, keeping a hand over my eyes.

I can practically feel her blushing before the sound of her quick fading footsteps tell me she’s gone and I’m safe to let my eyes see the world.

“Guess you’re not used to naked girls?” Spike asks as I lay my head back on the pillow of the bed I’m lying on.

When I came to, I was in Twilight’s bedroom, Spike tending to a cut on the back of my head I’d gotten when my head hit the wall.

“Well… sorta?” I say uncertainly. “I mean, I got a good enough look at myself back whenever I was showering in Sunset’s world, so I’m kinda used to seeing naked girls, I guess… but Twilight’s body is on a whole other level. And she was stark naked when I got back and…” My face goes beat read. “And then she shoves me against her breasts. How else was I supposed to respond to something like that happening so fast?”

Spike gives me an odd look, before shrugging. “Eh. I don’t really see the problem. Dragons are naked all the time, ya don’t see us complaining.”

I deadpan. “Somehow, I don’t think the situations are quite the same.”

“Okay, is this better?”

I look to the door as Twilight walks in. She’s wearing a hastily put on blue top that’s a bit too small for her, emphasizing her bust and a pair of jeans.

I give a slight nod, putting a hand to my head. “At least now you’re not flaunting yourself right in front of me.”

It’s her turn to go beat red. “I was not flaunting myself right in front of you!”

“You were literally bare butt naked and shoved me into your boobs!” I say bluntly. “A few inches to the left and you’d have been shoving your nipple in my mouth. I’m an open person, but take me on a date first, at least!”

Even I’m not sure if I’m joking around or just frustrated about the situation here.

The red-faced mare fumes for several moments, before taking a deep breath and sighs, putting her fingers to her temple. “Anyway, I thought you’d like to know that… Mysterio, did you call him? He’s been sent to the princesses. His fate will be decided by them.”

“Well, that’s one problem sorted, at least,” I say, hopping out of the bed and nodding to Spike. “Thanks for the patch up, Spike. Catch you later.”

“Wait a minute. I’ve questions for you to—” Twilight starts, but I don’t wait for her to finish.

I webline up to the ceiling and then swing out the open door and through the castle, being sure to grab Scarab before on the way out.

Once outside, I make a dash for the nearest shrubbery, diving in and wait.

Seconds later, Twilight and Spike appear in a teleport outside the doors to her castle and the two hurry off into town, likely in search of me.

Was that really necessary? Scarab asks, crawling up my leg and onto my shoulder. She could’ve probably helped us, ya know?

“I don’t wanna risk too much here, little buddy,” I say, standing up and stretching. “This world isn’t anything like the Equestria I know, so there’s no telling what my being here could do. I was willing to step in for the EQG world because Twilight wasn’t able to at first and it was a good idea in hindsight for the Friendship Games, since I never would’ve expected Mysterio to show up there. Plus, the whole stopping Midnight Sparkle from being a thing, so Sci-Twi isn’t going to be so heavily doubting herself come Legend of Everfree.”

He just gives me an odd look. You do remember I’m not an expect on the show like you are, right? More than half what you just said went over my head, even the stuff I was freaking there for.

I shrug. “Look, if Twilight starts asking questions, her friends are gonna ask questions and…” I put my hand over my nose. “Don’t try and picture them. Don’t try and picture them.”

He gives me another odd look.

After a few moments, I sigh, shaking my head and slap my cheeks.

I webline up to the roof of a house and then start swinging through town, being careful not to let anypony actually see me. Sometimes somepony would get a glimpse of me, but it was quick enough that they seem to put it out of their minds and carry on with their day.

Why are we heading back towards the Everfree, exactly? Scarab asks as I hide behind the spire of Rarity’s boutique to avoid the eyes of Octavia and Vinyl.

Luckily, they’re not as, well, sexy I guess is the word I’d use, as Twilight, but yikes, does Octavia have a set o’ honkers on her. They have to be Ds at least. Vinyl is about a C, if I had to guess, not that I’m exactly an expert on bust sizes.

“Pinkie Pie, honestly!” a very angry accented voice yells from below, near startling me into losing my grip.

Glancing down, I see a white mare leaning out of a window, her main slack and wet. She’s leaning in a way that presses her breasts against the sill… and I have to avert my eyes while holding my free hand over my nose.

For fuck sake, what is with this world? Rarity was not making it hard to see her chest, which is maybe a little smaller than Twilight’s, though her nipples were purple, like her mane, for some reason.

I’m breathing heavily, doing my best to keep my nerves in check.

This is insane. How am I supposed to do anything if these damn ponies keep showing up in front of me, nude?!

“Maybe a party would make it easier for you!”

“YIA-AH!” I scream, losing my grip, only to have somepony’s hand grab mine and yank me up, pressing me into something soft… and something else POPPING INTO MY MOUTH!

My eyes are wide eyes dinner plates as I stare up into the bright blue eyes of Ponyville’s Premiere Party Pony… who fucking has my face pressed against her breasts!

“A little fun always puts a smile on my face!” she grins, completely oblivious to how much this is making my brain go into meltdown.

My nose spurts with so much force I’m literally thrown off the roof and the mare and I start web swinging the fuck outta there, heading towards the trees.

___________________________________________________________

I’m on my knees on the grass within Sweet Apple Acres, my breathing heavier than ever as I try to calm my frazzled nerves.

“Just what the fuck kind of MLP world have I been sent to?!” I heave, each breath ragged. “In less than the span of ten hours I’ve seen several naked mares and even been shoved against their massive chests! Pinkie was a H cup at the least! The fuck?”

Tell me about it, Scarab scuttles across the grass, before holding his four front legs up the sky, yelling, Curse fate that I be stuck in this form with such beauties all around me!

I give him a disapproving look, before sitting up and flopping back, laying on the grass. “How am I even going to get around in this world? This is just crazy. We need to get back to our world as soon as possible.”

What, like this? Scarab turns around, indicating to the both of us. How exactly are we going to explain how I became a genetically altered spider or you a fourteen-year-old girl with superpowers? Especially when you’re the only one who understands me?

“Gimme a minute, will ya?” I say, a hand over my face. “We haven’t exactly had a lot of time to just stop and think in a calm manner here, have we? Our days have been so chaotic that—”

I blink, cutting myself off.

Yes? Scarab asks, cocking an eyebrow at me.

A grin spreads across my face. “Bingo! The Lord of Chaos himself, Discord. If anyone could send us back, it’ll be him! All we gotta do is…” my enthusiasm dies as soon as it was born, “find him… when he lives in a chaotic other dimension.”

I facepalm. Well, that plan just got way more chaotic than it was at first. Oh, the irony.

“Glad Diamond was able to deal with her mother,” a raspy voice says from nearby, causing me to sit up quickly.

“Yeah, though it’s pretty unfair that she gets to still live in the mansion, even if in the unused area so they’re constantly separated,” a much lighter voice replies.

Crawling up a tree, I hide in the branches, looking down as the trio of the CMC come into view.

“At least Filthy made it clear she ain’t allowed t’ boss Diamond around no more,” Apple Bloom says as they get closer to my tree. “And, who knows, maybe Diamond can get her ma t’ pull out that stick she has shoved so far up her ass.”

“So, which of these trees did your brother want us to help with?” Scootaloo asks, her hands behind her head as she looks around, myself ducking down to avoid her sight.

“These ones,” Apple Bloom says, myself being unable to see which trees she’s indicating to due to my sight being blocked by the branches blocking me from their view.

Suddenly, my Spider Sense goes off, seconds before the tree I’m in shakes violently.

I barely manage to keep my footing, just keeping from falling thanks to my spider powers letting me stick to the bark.

“One more aughta do it!” Apple Bloom calls enthusiastically and the tree shakes even more violently.

“CRAP!” I yell, my sticking to the bark meaning nothing as it comes off the tree and I plummet, hitting the ground face first with a loud thud.

“Ow,” I grumble, pushing myself up and lifting my head to see the three fillies having surrounded me, looks of shock and confusion on their faces. “Uh… I come in peace?”

Author's Note

The move has been a lot harder to get over than i'd originally thought.

For all the time before i moved, i'd assumed i wouldn't have any problems. that i could move and adapt instantly... oh how bloody wrong i was.

just over a week and only now am i starting to feel at least less anxious about my new home. my mistake was not realizing i'd be leaving an area i'd lived in for pretty much the majority of my life, like, since i was five and that adapting would be way harder. doesn't help that, compared to the shops and local malls where i used to live, what's close to my new house is pretty piss poor by comparison, on top of the fact that, if i wanna use that same libary i've been using for the last ten or so years to write and publish these stories, i now need to take a thirty minute bus followed by a teen minute walk instead of being able to just go for a twenty minute walk.

doesn't help that my new home in is the hills and therefore the weather gets way colder during cold days up there, which certain does not help brighten one's mood. and the shower runs on a hot water tank instead of an instant heat, making me have to change my showering times in order to not use up all the hot water.

i've other worries, but those will have to be dealt with over time.

anyway, i realize this ain't much, but i'm still trying to get back into the swing of things when, all last week, i felt no will to write at all, so the fact i've been able to get this much done i think is impressive.

anyway, sorry about the ramblings. just needed to get that off my chest and at least give some context as to why i've been silent for so long.

So, i dunno why, but it was only now i realized i hadn't put the comedy tag on this fic. i should also put drama, but the rules won't let me put anymore, unfortunately, so this will have to do.

Now, yes, Peni just went through several things she probably shouldn't at her new age, but she didn't plan on them and they were sudden. this is meant to be comedic and i did warn about her being in somewhat situations, just not clop ones.

So, now the CMC know about her and she can't just flee. what's going to happen now? What will Applejack have to say about this?

and just how much of a shock will Peni get when she lays eyes on the princesses?

You'll have to wait and see, but look forward to it. i'm going to be having a lot of fun with this one... and have some plans you won't see coming. You can thank Screwball's latest adventures for those:raritywink:

hope you enjoyed this and, til next time, later everybody

Chapter 6

Chapter 6

___________________________________________________________

So… how are we supposed to explain this? Scarab calls, waving from the tree, him obviously having avoided falling, unlike myself.

Heck if I’d know. The CMC aren’t just some random ponies I could easily avoid.

The wrong choice of words, and they’ll tail me to the ends of the… well, not Earth, but, whatever the planet Equestria exists on is called.

Suddenly, a loud crunching sound, like something falling hard, comes from somewhere nearby.

“What was that?” Scootaloo asks, glancing around.

Sensing a chance, I fire a web up at the tree and zip up, startling the trio.

Grabbing Scarab as I pass the branch he’s on, I start web swinging along the trees, briefly frowning as I catch sight of two humanoid shapes, one with an arm over the other’s shoulder, moving into some kind of glowing tear in the air, before it closes.

I put it out of my mind, however, and just keep web swinging for a minute, trying to put as much distance between us and the CMC as I can.

Are we not going to talk about that glowing tear in the freaking air? Scarab asks as I don’t fire another web, instead using the momentum of my swing to aim myself at a branch, grabbing it and flipping up into a crouching position and resting, scanning the area.

“Believe me, I’m well aware how bad that could be for us,” I say, my eyes moving around the orchard, looking for any sign of anypony to ensure we aren’t going to be spotted again.

I’d hope you are aware! Scarab says, shaking. We turned into Marvel characters and Marvel is clearly having an influence of some kind on this pony world. Glowing tears hanging in the middle of the air do not bode well in any Marvel property. And, as we’re dealing with Marvel, it could literally be anything.

“Trust me, while I’m no Marvel expert, I am uncomfortably aware of how screwed we could be, depending on what that tear thing was,” I mutter, sliding down the tree’s trunk, darting my head left and right.

That glowing tear we saw was clearly a hole in space and possibly time. It’s literally impossible to know where it led or who those two beings were.

It could’ve been just something simple, like the pony version of Reed Richard, aka Mr. Fantastic, doing a study on the properties of the Apple Family’s farm’s soil compared to other soil around Equestria.

It could’ve been the pony version of Hank Pym simply studying the insects of the area… which, if the latter, we were lucky to avoid.

Last thing I need is to deal with Hank Pym asking me to explain why Scarab is the way he is when even I don’t know.

Plus, while my knowledge of Hank Pym is very limited, mostly to just the versions of him from Earth’s Mightiest Heroes: The Avengers, the Ultimate Avengers Movies and the MCU Ant Man, depending on which of them he could’ve been, if even any of them, EMH’s Hank could be close to going down the road towards Yellow Jacket and I do not want to run into that version of Pym right now, thank you very much.

“For now, we need to focus on getting home with as little trouble as possible,” I murmur, sprinting to give myself a running start for another webline up into the trees.

However, before I can react, an orange arm sticks out from behind a tree and I slam face first into it.

I fall back on my ass, feeling dizzy.

“Mind explain’ what yer doin’ on mah family’s farm at this hour?” a firm voice asks as a pony wearing jeans and a white and green shirt, who is clearly Applejack, steps out from behind the tree, arms folded, looking down at me.

Busted, Scarab mutters.

Shaking my head to clear it, I glance around to find somewhere to web to, but Applejack cuts off that train of thought instantly.

“If’n yer plannin’ on webbin’ away, don’t bother,” she says, her voice as stern as a parent telling off their kid (a thought that makes my head hurt given the circumstances). “Ah had a feeling’ ya’d show up here.”

I blink, my expression blank. How…?

“Ya’ll didn’t think Twi wouldn’ o’ sent word t’ us while ya were out cold, did ya?” she cocks an eyebrow at me. “Not t’ mention mah brother was talking ’bout ya a lot when ah got back.”

Crap. I forgot Big Mac knew about me. Guess he wasn’t planning on keeping me secret from AJ.

Wait. Does that mean she’s been just waiting in the orchard for me all this time? Were the CMC just meant to lure me out of hiding?

Applejack watches me for several moments as I’m going over these questions, before heaving a loud sigh, her expression firming once more.

“Ah know ya’ll ain’t got anywhere t’ stay. Fer now, why not spend the night at our place?” She leans down, her face saying this was not up for debate. “Ah get yer nervous ’bout bein’ in our world, but ah wouldn’t be able t’ live with mahself if ah left ya our here all night on yer own.”

What am I, chopped liver? Scarab does his equivalent of raising a fist from on my shoulder. You’re lucky I don’t bite those massive melons of yours for that.

Applejack glances at him.

“Scarab doesn’t like being ignored,” I translate his basic meaning, choosing not to inform her of the rest.

Applejack glances from me to the spider again, this time her face a little softer. “Sorry ’bout that, Mr. Scarab. Not used to other ponies asides from Flutteshy talking with critters.’

I’m an arachnid, not a critter, Scarab rolls his eyes, waving an arm. Totally different species, farmer pony.

“Applejack,” I mutter to him. “Her name is Applejack.”

Said mare seems to decide to ignore the little spat we’re having and stands up. “Alright, now. C’mon. We’d best head inside afore it gets too dark. Ya can figure things out in the mornin’.”

You have Spider Super Strength, Scarab grumbles as I move to get up. Just beat her ass and let’s get out of here.

I don’t answer at first, giving him a dirty look since, with his recent comment about biting AJ’s boobs, “beat her ass” could’ve been far more lewd than one might expect, before I take a deep breath and shake my head.

“Dude, I don’t care what kind of super power strength I have, I wouldn’t challenge Applejack to a fight if my life depended on it. Because I know I’d end up in the hospital if it did,” I add to the deadpan look he gives me.

Applejack just looks between the two of us and shakes her head, before indicating for me to follow as she walks off through the orchard in the opposite direction I’d come from.

I choose to say nothing, just following her lead.

The fact I’m a child physically to her is being made more and more apparent to me as we walk, myself only really now realizing how much I have to look up to see her face.

“So…” Applejack says after a few minutes, “yer a superhero, huh? Like in them comic books Spike likes so much?”

The question takes me by surprise, but, after I moment, I figure out how best to answer.

“Well, not really,” I look away. “I’ve been turned into one, but I’m not really her... if that makes any sense?”

To my surprise, Applejack starts chuckling, catching me completely off guard.

“Sugarcube, ya’ll are talkin’ t’ the mare who got pulled int’ a magic comic book and turned int’ one o’ the Power Ponies, powers an’ all. Ah understand ya more than ya think.”

I open my mouth to counter that, but pause, before closing it.

She… actually has a good point. If anypony would understand the situation I’m in, it’d be Applejack, Spike and the rest of the Mane 6, since they’ve literally been in a similar scenario.

As we move to leave the trees, I halt in my tracks, my eyes darting left to right.

It doesn’t take Applejack long to notice I’ve stopped following her and looks back.

“Somethin’ wrong, sugarcube?” she asks, before her face firms at the look on my face.

I dunno what it is, but my Spider Sense is suddenly going off like crazy.

I sense it too, Scarab says, his eight eyes moving in multiples directions. What the hell is that?

“Peni!” Applejack’s shout startles me, though I’m only able to focus half my attention on her, since my Spider Sense won’t shut up. “What’s wrong?”

“It’s our Spider Sense,” I say, putting my hands on my head as the feeling gets even stronger. “Something’s coming! Something big. Really, really big!”

“What is it? What’s comin’?” Applejack hurries over, putting her hands on my shoulders, though I can’t tell if her worried expression is because of what I said or the fact I probably look like I’m about to pass out.

Seriously, what in God’s name is coming? Not even when Mysterio attacked CHS did my Spider Sense go off this badly. Does Peter Parker ever feel this way when his Spider Sense is warning him of something really huge?

Suddenly, it’s like the feeling of intensity from my Spider Sense quadruples instantly and the air glows orange for a split second as I feel something pass over us, it causing my Spider Sense to feel like it’s happening all over my body all at once.

I scream, the feeling of intensity beyond anything I’ve ever felt in my entire life, before it just suddenly stops.

It’s so sudden, I feel like the air has been knocked right out of my body and I collapse, vaguely aware of Applejack’s strong arms catching me and her voice calling out my name in a panic.

I can’t focus on it, however. I can’t focus on anything, the world fading to black and Applejack’s voice sounding like it’s coming down a long tunnel as my energy just leaves me and then… nothing.

Author's Note

Okay, this is LONG overdue.

My biggest problem with contiuing the story was figuring out how Peni could get away from the CMC without it seeming too rough for her.

by that i mean, for Peni to get away at the point i'd left her last chapter, she'd have to knowingly force her way out from the trio due to them not exactly planning on moving out of her way and her not wanting to accidently hurt them, which would've happened if she'd just tried to get up, since the fillies' instant reaction would've been that, a mysterious creature is more likely to attack.

So, i had to figure out something that could've distracted them long enough for Peni to webline out of there before they realized what was happening.

Of course, where she'd spend the night became a question as i was writing, as i needed to figure out how she'd be staying at the apple farm, at least for the night, since i had her permanent living plans set out long ago, but couldn't figure out how to lead towards it.

So, here we are.

I wonder if anyone will figure out what it was Peni and Scarab saw and how it really relates to them. Was it a Marvel character they saw, or someone else? perhaps someone with another connection to them in some way?

You'll have to wait and see.

As for what happened at the end of the chapter there... I'm sure you can figure it out.

I genuiely can't give any clue as to when i'll get chapter 7 out, as even getting this chapter done proved trickier than i'd first thought when i finally sat down to write it.

However, now that Peni's at the Apple Farm, i have a vague idea how i can continue on with the story, especially since certain events have already happened she's unaware of, one of which will have a big impact on her personally later on in the story and i look forward to your theories on what that could actually be.

I've a lot of fun i can have with this story (which i somehow forgot the fun i can have) so i'm very much looking forward to getting back to this in due time.

As for future fanfic updates, aside from a few i've been planning to conuiute for a while now once i'm able to properly just sit down and write them, there's one i'm looking forward to getting back to thanks to how it's universe works now, espically thanks to some ideas provided by Sawtooth Waves Sunset Shimmer theory videos.

which fics i'm refering to there, i'll leave you to speculate.

In the meantime, i hope you're all having a good day, night, whatever the time is when you're reading this, i hope the chapter was enjoyable for you after such a long hiatus and, til next time, stay safe, stay clean and see you later everybody

Chapter 7

Chapter 7

___________________________________________________________

I groan as consciousness returns to me.

Man, why does my body feel so sluggish?

What the hell happened?

I remain where I am, trying to get my slowly waking up brain to process what information it can.

I remember being in the Apple’s orchard, escaping the CMC, talking with Applejack and… something.

After the something it’s blank, but while I know something happened after I spoke with Applejack, I can’t figure out what the something was.

Hmm? Oh, thank God, you’re awake.

I know that voice. Leaning my head to my left I slightly open my eyes, able to make out the blurry image of a red and blue smudge.

“Hey, Scarab,” I say quietly, my voice sounding a little hoarse. My throat feels a little sore too. “Where… what’s going on?”

“You’ve been asleep fer almost sixteen hours,” a familiar male voice says.

Turning my head to my right, I see Big Mac walk in through a green door.

I glance around where I am, a bit slowly.

I’m in a room with green painted walls with flowers dotted here and there. There’s a single wooden bar on the ceiling above the door with apples lined in a row.

There’s a large dresser on the wall the end of the bed I’m in is facing, made of blue wood, with a mirror reflecting the other side of the room, myself included… and BOY do I look rough.

My hairs messed up, my eyes look a bit sunken in and my skin’s a little green.

What in the world happened to me?

I’m so, so sorry, Peni! I glance over to Scarab, who’s got his front legs pressed together as if praying, his head bent to the wood of the dresser next to the bed. It’s my fault you’re like this!

I just blink back at him. “How?”

“We’d like t’ know how as well,” Applejack’s voice is proceeded by the mare walking in behind her brother. “Fluttershy’s been busy with her animals this morning, so we’ve had to wait fer you t’ wake up an’ translate fer yer spider friend here.”

It’s only now I register that I’m wearing something that is clearly not the uniform I was wearing when I arrived in this world.

It feels like I’m wearing winter pajamas.

Finding it harder to move than expected, I push myself up, the apple themed bed covers sliding away to reveal a long-sleeve green pajama and pants with red apple patterns.

If I wasn’t feeling so sluggish, I’d probably have an abrupt reaction to the fact this means someone undressed me and put these on me.

“So… why’s any of this your fault, Scarab?” I ask, deciding to deal with that first.

He sprawls himself against the wood. While you passed out after whatever our Spider Sense was warning us about, I was a bit stunned and able to stay conscious, but I was stunned for a while and I fell onto you, my fangs piercing you. I put Venom in you for so long it said you had 36.18%. I am so sorry, Peni!

I blink at him for several moments, before what he’s saying properly sinks in.

“Well, that explains why I feel so sluggish… I think,” I slowly shake my head, before noticing my web shooters are missing. “Where’re my web shooters?”

“If’n ya means those bands that were on yer wrists, they’re here,” Applejack walks over to the large dresser and opens the top draw, pulling out the bands.

I indicate to them and she brings them over. I, with a little more difficulty than I’d like to admit, get them on.

At once, a loud beeping goes off and “VENOM LEVELS: 22.5% Estimated Recovery Time: 22 Hours, 5 minutes” is displayed on the screen.

I stare at the numbers for a few moments, confused, before what Scarab said actually clicks in my head.

Sighing, I fall back onto the bed. “Well, guess I’ve just over a day before it’s all outta my system.”

“Wha—? How’re ya so calm?” Applejack gapes at me. “That thing says ya got venom in ya. That tain’t good, Sugarcube.”

I sluggishly glance at Big Mac. “Guessing she didn’t understand when you explained, Mac?”

The buff red stallion sighs, folding his arms. “Ah blame mahself. Didn’t really understand too well mahself, t’ be honest, so Ah prob’bly made it sound even more confusing.”

Recovering from over twenty-two percent Venom certainly doesn’t make it easier, but I do my best to explain what my Venom Levels mean and why it’s not nearly as bad as it would sound in passing.

“But, why do ya need to do it?” Applejack asks, glancing at Scarab as he scuttles onto my palm, which is laying flat atop the covers. “If’n ya don’t need t’ other than changin’ yer webs and getting a bit stronger, why do it at all?”

I look down at Scarab who slumps a little. “Because, whatever the case is, Scarab can only feed on my blood. Only way he can really do that is by biting me. No matter the case now, he needs me or he’d starve to death.”

Death is ironic for you to say, the spider shudders. That white devil nearly made me a spider smudge.

I cock an eyebrow at him. “White devil? Smudge?” My eyes widen. “Wait, someone tried to squash you?!”

“Uh. While Ah don’t know what exactly was just said there, Ah’m guessin’ yer talkin’ ’bout Sweetie Belle,” Applejack gives a nervous laugh. “That filly got so scared when she first saw yer Scarab friend there, she still tried t’ swat him, despite bein’ as tired as all the rest.”

I’m horrified. Sweetie Belle almost killed Scarab?

“Only way we stopped her tryin’ was pointing out you’d be upset the same way Fluttershy would be in somepony swatted a bug in her cottage,” Applejack says apologetically.

I scowl at the end Sweetie needed to be guilt tripped in order to understand something… before something else she said clicks.

“Wait. What did you mean when you said “despite being as tired as all the rest”?”

Applejack blinks, before frowning and folding her arms as Mac leaves the room. “Well, Sweetie was stayin’ fer dinner, but around the same time you passed out, she’d collapsed from a horrible headache and fatigue.”

I blink, cocking my head to the side. “Huh?”

Applejack has a worried expression. “It’s the weirdest thing. She wasn’t the only one either. After Big Mac got you inta bed after Ah washed ya down—” my face goes red at the thought of AJ washing my unconscious naked body and dressing me, “Ah headed fer Twi’s t’ let her know you were here and out cold, but, as Ah went through Ponyville, every unicorn was actin’ just like Sweetie was. They all were slumped over, seemin’ t’ have headache an’ fatigue. Even Twi was like that when Ah got to her castle.”

My eyes widen and I meet Scarab’s eyes, knowing we’re thinking the same thing.

All the unicorns and even Twilight, all the same reaction, all at the same time, moments after I’d passed out?

That can’t be a coincidence.

That means, whatever was setting of my Spider Sense was magical in nature and huge, huge enough that all magic users in Ponyville felt it.

Now I’m even more worried about whatever it could’ve been, but…

I sigh, slumping against my pillow. “If I weren’t stuck in recovery for the next twenty-two plus hours, I could look into that, but, as is…”

Applejack gives me a warm smile. “Ah get it, Sugarcube. But, like ya said, ya gotta wait. Til then, trust Twilight an’ the princesses t’ figure it out. Between them all, it should work out.”

I close my eyes, before opening them and look back to Applejack, frowning. “Wait. You guys could see Scarab biting me, but you didn’t try pulling him off me before I got to thirty-six percent?”

“Oh, we tried,” Applejack folds her arms, looking a little miffed. “But, it was like he had a vice-grip on ya. After a few tries, Ah stopped cause Ah was scared Ah’d either squash him tryin’ pull harder or break his fangs off an’ knew ya wouldn’t like that.”

Ha. No kidding. Scarab losing his fangs would end very badly for the both of us.

“That’s honestly how Sweetie got the wrong idea, Ah think,” Applejack shakes her head. “Took a moment after she started swatting t’ get her t’ calm down.”

“So, what am I going to do now?” I ask, looking up at the ceiling. “Is Twilight going to drag me back to her castle for questioning, now I can’t get away?”

I know I’m not so bad off that I’d be stuck in bed the next twenty-two hours, but I’m certainly not going to be able to jump around or anything, so getting away from the purple pony would be impossible.

Applejack shakes her head, coming over and adjusts the covers. “Just rest fer now, Peni. If’n yer feelin’ up to it, Ah’ll take ya t’ Twi’s later this afternoon.”

She walks to the door and looks back.

“Just rest fer now. Ah’ll bring ya some food fer later. If’n ya feel like it, come down, too. Granny’s pretty interested t’ learn about ya. Mentioned something about what Mac said about ya soundin’ familiar to her, but couldn’t remember why. Maybe chattin’ with ya will jog whatever memory that is.”

With that she closes the door, leaving Scarab and I alone.

Should we be worried about that last part? Scarab asks, resting on the top of my hand.

“Granny Smith saying something about us sounded familiar to her?” I ask, closing my eyes. “Yeah, probably. But worrying about it while I’m like this probably isn’t going to help any.”

Hard to believe over thirty-six percent Venom did this to you, Scarab says as I feel him settling down on my hand, likely planning to nap like I am.

I slightly shake my head. “I don’t think it’s all that did it. Whatever we sensed before was so huge, even all the unicorns and Twilight sensed it, too. something that intense followed by thirty-six percent Venom on the other hand? Yeah. Doubt even the real Peni Parker could’ve faired any better there.”

We go quiet after that, just resting.

At least with all the Venom I got pumped into me, I should’ve unlocked some new web types, right?

Once I’m Venom free, I’ll check to see what new types I got.

Still, it’s hard not to think about what Applejack revealed.

We sensed a huge magical force right before all the unicorns and Twilight did.

For them all to have sensed it too… the size and power of it is worrying to think about.

What in the world was that?

I yawn, feeling sleep taking hold again. Hopefully I’ll be able to figure it out once I can think more clearly.

Author's Note

This is long overdue... and not much, for all that, really.

I've been meaning to get back to this for at least a chapter or two, but fate and drive to write have constantly been the bane of my plans for that.

So, while this chapter isn't much, it is good for setting a few things up for later, thus making it easier for me to get back to it later.

Next, if i can't get the drive to do another chapter for this sooner, my plans are to update Fury of the Dragon Princess and Unexpected Aftermath.

So, is Scarab going to give Sweetie the stink eye for ages for nearly killing him? What new webbing might Peni have unintentionally unlocked? Will she repay the Apples by doing some chores once she's back to normal? Will Sweetie apologize to Scarab? Will Apple Bloom and Scootaloo wanna chat with her while she's recovering?

And what Applejack said. Does Peni need to worry about how it wasn't just her and Scarab who sensed whatever it was they sensed before passing out?

All the unicorns AND Twilight sensed it too?

Is this a warning of danger to come... or something else entirely with a much better outcome, especially for Peni when she learns going home is completely out of the question?

Find out next time.

I'd say more, honestly, but i've been at this since 11 this morning, including spending over an hour googling mlp info to remind myself of the timing of the show Peni's in (year time wise, not season wise) and looking for specific visual details you only easily remember when you see them in the show itself and, I'm kinda hungry, so might have an early dinner and then i gotta try finding the shiny from the latest raid den event in Pokemon Violet.

Plus, I need to edit a few chapters as, rereading through this over the last two days, i've noticed a ton of errors i need to fix.

You also might've noticed a change to the prologue regarding Peni's webbing powers. I felt that change made it better. let the special webs be the extra stuff so she can have webbing even without the shooters and their magical core.

will certainly be better for her come a certain bug getting too big for her carapace later on.

Hope, regardless how short this chapter was compared to all the others, it was enough to tied you over until i can really get back into writing this proper.

Til next time, see you later everybody

Chapter 3

Chapter 3

___________________________________________________________

“So, you have no idea who turned you and your spider into what you are now?” Sunset asks as we all sit at a table in the food court of the local mall.

I sip from my coco smoothie, set it down and nod, glancing to Scarab, who is laying on the table, his front legs folded, a pout on his face.

“Seems a bit odd, if you ask me,” Applejack says, looking at me from her side of the table. “Why would someone just send yall t’ another world while changing yer bodies at the same time?”

“And into a character from a comic book, to boot?” Dash, who’s sitting backward on her chair, remarks.

Wish we knew so we could make the asshole pay, Scarab mutters.

I fold my arms. “He wanted us to take part in some kind of war he’s in. It’s stupid, grabbing two highly inexperienced beings to fight in your war, let alone changing them physicality to something they’re not used and just expect them to fight for you. Plus, there’s the fact he took us from our homes, our friends and families, without asking first and only after. The fact he actually thinks we’ll be grateful to him shows, whomever this guy is, he’s got some kind of God complex and assumes wed just follow him like mindless sheep.”

And there’s fat chance of that, Scarab says, thrusting a leg forward, catching the others attention, before they look to me to translate. Asshole puts me in a world full of beautiful, big breasted anthro babes and turns me into a spider so I can’t enjoy them. Fucking ass.

I do not translate that last part.

“So, I don’t suppose you’ll help us win the Friendship Games?” Rarity asks.

I shake my head. “Not part of CHS, so can’t. Though I will be hanging around, make sure Crystal Prep doesn’t do anything out of line.” Or Cinch, to be more specific.

“Well, I don’t see why,” Fluttershy pouts, folding her arms on the table and leaning on them. “They haven’t exactly needed to cheat to win before.”

“This year’s gonna be different, Fluttershy,” Dash grins, putting a hand on her shoulder. “I know it.”

I blink, before looking away awkwardly. Um… I just realized something. I… hope the way we stopped the Sirens being different doesn’t change that early part of the movie’s events.

We finish up and all leave, Sunset offering to let me and Scarab stay at her place until I go back to Equestria.

As we leave, I stop, feeling my Spider Sense going off.

I glance around, frowning.

“What’s up?” Sunset asks, noticing my having halted.

You got it too, huh? Scarab asks, looking from one side of the parking lot we’re in to the other.

I nod slowly. “Yeah, we’re not alone. Someone’s watching us.”

Sunset blinks, before looking around herself. “I don’t see anything.”

“Spider Sense doesn’t need to see danger to know it’s there,” I say, slowly walking over to her.

“Then… what is it?” she asks, glancing around. “The Sirens?”

I shake my head. “Dunno. And, no, they won’t be a problem ever again, trust me on that. But we’d better remain cautious.”

We start off in the direction of her loft flat, being sure to keep our eyes peeled for anything out of the ordinary.

We make it to her place without incident, but that feeling doesn’t go away. Someone is definitely keeping an eye on us. Why? Not sure, but they aren’t going away and they’re not friendly.

___________________________________________________________

“So, still nothing?” Dash asks as Rarity is going from one of her friends to the other, final checking her... unique, outfits for the games.

It’s the day Crystal Prep will arrive. Dash’s motivation song still worked out well, even if a few of the students needed some explanation about the Sirens picture shown during the performance.

I shake my head. “Whoever was tailing Sunset and me that night haven’t made a move… but they haven’t stopped following us, either.”

“Uh, Rarity, these outfits are great, but why would you put so much time and effort into clothes we might not even wear?” Applejack says, drawing my attention. It’s almost time. “Yer gonna exhaust yourself before the games even start.

Rarity waves a hand. “Oh, pff. Kch. Fff. Ts! Don’t be silly, darling! Putting effort into clothes is what I live for, and spending time on my friends fills me with energy!”

She Ponies Up, to everyone but my amazement. Even Scarab is taken aback. Guess his niece never watched Friendship Games while he was around.

“And magic, too, I guess,” Sunset says uncertainly.

I rub my chin. Should I let Rarity’s magic get drained? I mean, if Spike’s gonna talk, the events need to go as per normal, at least for the most part, so that Sci-Twi and Fluttershy talk and, while her pendant stealing Fluttershy’s magic alters Spike so he can talk, but…

“Is it worth the risk?” I murmur.

Suddenly my Spider Sense goes off and I notice Rarity’s magic slipping out the door, despite no one else seeming to pay it the slightest.

“Actually, Applejack,” the white girl says, out of breath, “now that you mention it, I suppose I could use a tiny break.”

Applejack catches her as she goes limp in the farm girl’s arms. “Ah told you.”

The door opens, revealing Sci-Twi.

“Twilight?” everyone cries in delight.

Sci-Twi looks uncertainly around at us. “Uh, yes?”

Applejack chuckles, making sure Rarity can stand on her own before going over and putting a friendly arm over the lavender girl’s shoulder. “Well, Ah’ll be. You shoulda told us you were comin’.”

I can only imagine how confusing that line is for her.

Rarity looks cautiously over the girl. “Darling, those glasses. What are you wearing? It’s so... severe.”

“My uniform?”

Fluttershy cocks her head. “Your uniform for what?”

“For... Crystal Prep.” She’s clearly getting more confused by the second. It’s kind of adorable in person, actually. “But why does everyone at this school know who I am?”

Rainbow cocks her head. “Did you just say “Crystal Prep”?”

Spike pops his head out of Sci-Twi’s bag and barks happily.

“Spike!” Fluttershy and Rarity cry in delight, the former petting him before Sci-Twi turns, pulling him away, a little alarmed now and I can’t say I blame her.

“You know my dog’s name, too?”

Yeah, this hasn’t gotten awkward in any way whatsoever.

Gasping causes us to turn to see Celestia and Cinch in the doorway. “Twilight?”

Sci-Twi facepalms. “This is getting ridiculous!”

Principal Cinch smiles smugly. “I must apologize for the curiosity of my prized student.”

Principal Celestia cocks an eyebrow. “Your student?”

Principal Cinch puts an arm around Twilight, pulling her closer in a way I hadn’t notice in the movie and I have to fight the urge to Taser Web her. “The smart ones are always curious. I’ll return her to check in with the rest of her classmates.”

As soon as Cinch is out of earshot, Principal Celestia looks to us. “I didn’t know Twilight had a twin sister.”

I tune out Pinkie Pie’s explanation, rubbing my chin in thought. I want to go help Sci-Twi, but I know if I do, I risk some things not happening and… wait a minute.

It’s like a lightbulb goes off in my head. Maybe I don’t have to let everything happen exactly the same. Sunset and the portal don’t have to lose their magic too. I don’t think it would be a big deal.

Though… what would Sunset come to find in Equestria if she does go through the portal, just a little later?

I’ve been messaging Princess Twilight and asking cryptic questions to see what’s been going on in Equestria since she returned, without letting her realize I know what’s supposed to be happening and whether or not they happened.

So far, only the events of episodes three, four, six and seven have happened, so, chances are, Twilight will be home if Sunset goes through the portal, since Starlight Glimmer needs to know about Star Swirl’s time travel spell and the exact point of the Rainboom in order to start her idiotic revenge.

Hey, I like Starlight since her redemption, but I’m still gonna call out how stupid her plan was.

I’m pulled from my musings by a pinch on my hand, followed by a beeping sound and glance down to see Scarab taking his fangs out of my hand.

“VENOM LEVELS: 0.00001% Estimated Recovery Time: 20 seconds” is visible on the holographic screen of my web shooters.

I frown at him. “Really? You bit me to get my attention?”

He shrugs, before pointing out the door.

I blush and hurry after the others, catching up as Sunset shouts, “Our Twilight is a princess in Equestria and an expert in friendship magic! And if she was here, we’d have already figured out why magic is randomly popping up during pep rallies and costume changes.”

She notices the others looking at her and takes a deep breath.

“Sorry. I’m just frustrated that I haven’t heard back from her.”

Applejack goes to her, putting a hand on her shoulder. “She’s a princess in Equestria. Probably got problems of her own to deal with.”

Rarity nods in agreement. “We certainly can’t expect her to drop everything and pop through the portal whenever. Especially if it’s to deal with something as minor as a few random pony-ups.”

Sunset shakes her head. “But they aren’t minor! Magic came into this world when I stole Twilight’s crown. It’s taken a lot for me to earn everyone’s trust. If we have to forfeit the games because I can’t think of a way to keep it under control...”

“Actually, magic’s been seeping into this world for a while.”

They all turn to me. I put my hands behind my head, looking up at the ceiling. “I mean, Star Swirl sent the Sirens here centuries before you came around, Sunset. Plus, the statue isn’t the only portal leading to Equestria and that one’s always open, so magic’s been seeping out of that one all the time.”

I blink as they all stare at me.

Shit, did I just blab that out loud? I mean, maybe telling them about the other portal isn’t such a bad thing, but…

“There’s another portal?” Sunset’s eyes are wide and she hurries over, putting her hands on my shoulder, bending down to my level. “Where?”

I shrug. “It’s on a remote island in the middle of the sea. Plus, it comes out close to the Everfree Forest. No problem for us right now.”

Sunset blinks, letting go. “Oh.”

Fluttershy looks kindly to the other yellow girl. “Oh, Sunset, I’m sure you’ll be able to figure things out.”

“I didn’t help much with the Sirens,” she replies, holding herself. “But Peni was the one who really figured out what we needed to defeat them.”

Rarity smiles, stepping forward and placing a hand on her shoulder. “But don’t you remember, darling? What we needed to defeat them was you.”

Sunset looks around at us as we all smile at her. She sighs, nodding. “All right.”

The others all cheer, before Dash grabs our attention. “Come on, guys! Let’s see if we can find any info about the events and come up with a strategy. You comin’, Sunset?”

Sunset pauses, her eyes lingering on the door leading out to the front yard, and the portal. “I’ll... catch up with you guys in a bit.”

The others nod and head off, but I remain behind. I wait til Sunset’s just about to reach the door, before I fire a web at it, it catching her and yank her back.

“Bwuh! Huh?” She tries to right herself, cocks her head, before looking down at me, an eyebrow raised in annoyance.

“One, you don’t need Twilight’s advice on this,” I say, holding up a finger, then another. “Two, trust me. You’ll wanna steer clear of the portal for a while.”

She folds her arms, looking at me quizzically. “And why’s that?”

“Well, unless you want your magic and the portal’s magic being stolen, I’d say just wait,” I shrug, turning around. “Your choice, Shimmer.”

She pauses, lowering her arms. “I’m listening.”

“Can’t say anything right now,” I grin at her over my shoulder. “Just give it a few hours. Otherwise, your only available link to Equestria will be cut off.”

She cocks her head slightly. “What about the other portal you mentioned?”

I turn around, shrugging again. “Like I said, it’s on a remote island in the middle of the ocean. I’m not even exactly sure where it is.”

Sunset narrows her eyes. “You know something, don’t you?”

I smirk. “Whatever gave you that idea?”

She folds her arms again. “Is this some kind of game to you?”

I shake my head. “I just want to keep a few specific things in check, while also trying to lessen how bad things could become.”

She lowers her arms again, worry entering her face. “Bad things like what?”

I walk over and wrap an arm around her. “Trust me, I got this covered. Things might be a little different from the original timeline, but I got this covered. Ain’t nothin’ gonna surprise us.”

___________________________________________________________

We all walk into the gym, where the rest of the school and Crystal Prep have gathered for the introductions.

Sunset has informed the others that I know something, but that I seem to have my reasons for keeping it to myself for now.

I reassured them, though, that I have a plan and know what I’m doing.

You know lying to them probably isn’t the best course, Scarab lectures me from my shoulder as we walk with the others. They’re going to find out whatever it is you’re hiding.

“And by the time they do, I’ll have stopped the world from nearly being torn apart and prevented an innocent girl from being put through unnecessary emotional torment of being controlled by a malevolent demon created from her inner psyche just because her principal’s a self-centred bitch,” I whisper back to him.

He gives me a sideways look. Touché.

“What in tarnation is she up to?” Applejack’s voice ends our little spat and I turn to see them looking at Sci-Twi, who’s currently walking near some of the bleachers, concentrating on her pendant.

“Leave this to me,” Sunset says, starting to step forward, but I zip in front of her and block her.

“How about we approach this politely, shall we? She is your world’s Twilight, after all. Ganging up on her isn’t going to help matters.”

Sunset looks back at the others, before returning to me. “Okay, Peni. How do you suggest we approach her?”

I fold my arms, smirking. “Like this.”

I head over, standing just behind Twilight. Time to let my new physical age come in handy. “Hi.”

She starts, turning around, before looking down. For once, the height difference isn’t bothering me as I smile up innocently at her.

“Oh, um… hi?” she says uncertainly, before frowning slightly. “Wait. Haven’t we met before?”

I nod. “Yeah. I was with my friends when you found us in the music room.”

“Oh… right,” she says and I can’t tell if she’s less nervous or more so after remembering that. “You… weren’t one of the people in the school who seemed to know me.”

I grin sheepishly, rubbing the back of my neck. “Yeah, sorry about that. It’s a funny story. This school has an exchange student whose name is also Twilight. You even look and sound alike. No one realized you weren’t her. Sorry for the mix up.”

Sci-Twi frowns, seeming to run that over, before nodding slowly. “I… guess that makes sense.” She blinks, cocking an eyebrow. “Wait. You said “this school” as if you don’t go here…” she looks me over, “and that’s clearly a uniform from some other school. If you don’t go to CHS, why’re you here? Shouldn’t you be at your own school?”

“Pupil free day,” I grin. “Chose to spend it here and…” I trail off at her confused expression. “Uh, what?”

She cocks her head. “What’s a “pupil free day”?”

I blink, frowning in confusion. “It’s a day where the school shuts down, either because the staff has a meeting or some other reason and the students get a day off. Doesn’t your school have those?”

She shakes her head. “No. We’re expected to come every day. Well, expect weekends. We don’t need to go on those days, but it is frowned upon if you don’t… are you okay?”

I’m standing there, my right eye twitching. Are you fucking kidding me?! Cinch is such a tight ass, self-absorbed, cares only about her own reputation kind of bitch that she doesn’t even give her students time off when it’s NORMAL TO?!

“Hey! What do you think you’re doing?” I’m pulled from my inner rage as I’m shoved aside, my vision clearing as I shake my head to show Indigo Zap standing between Sci-Twi and myself.

I open my mouth to speak, but Dash leaps in front of me. “Hey! Quit picking on Peni. She was just being friendly to Twilight. Something you guys clearly aren’t!”

Applejack steps between the two of them. “All right, everyone. Let’s not get too competitive before the games even start.”

“The games aren’t really competitive since we’ve never lost,” Sugarcoat says, causing me to deadpan.

Great. I try to make things smoother and things still go up shit creak, fast.

“Sorry, dearie, but these games aren’t about being nice,” I blink as Sour Sweet gets in Fluttershy’s face.

“Well, you might use a little tact,” Rarity points out and I see a chance.

“Plus, aren’t these called the Friendship Games, not the Be Horrid Games?” That causes the Crystal Prep girls’ attention to fall to me. “I mean, at least CHS try to live up to the standards of the games. All you care about is winning, no matter who you have to step on to do it, even your fellow students.”

Sour Sweet looks like she’s about to blow a fuse. “Are you lecturing us, brat?!”

I smirk, folding my arms. “If the shoe fits.”

She narrows her eyes. “Watch it, kid. You don’t know who you’re messing with.”

I sneer. “Oh, I’m so scared by a girl who’s name is Sour Sweet. Sounds terrifying.”

“That’s it! Kid or not, this brat is going down!” she snarls, lunging forward.

I smirk. Oh, she took the bait way too easy.

Peni, wait. I think you forgot the point here! Scarab tries to say, but I don’t hear him.

I’m too focused. As Sour Sweet lunges at me, I easily flip over her, grab her by the arm, twist her around and, lightly, slam her to the ground, pinning her down.

The rest of the Crystal Prep girls stare, stunned, as do the rest of the Humane 6, save Pinkie… wait. Where did she run off to?

I put it out of my mind, grinning down at the pinned girl. “Never judge a book by its cover, Sweet. I may be physically younger than you, but I’m more than ten times stronger. Keep that in mind the next time you decide to attack me just for pointing out the truth to you.”

I get off her and she gets up, snarling at us. “You’ll pay for that, CHS.” She points at me. “When the games start, I’m going to destroy you!”

I grin. “Well, that’s going to prove difficult, as I’m not in the games because I’m not a CHS student.”

Her face goes blank for a moment. “Uh… what?”

I put my hands behind my head. “I’m just a friend who tagged along to wish my friends from another school well in the games.”

Before she can retort, the lights go down and Pinkie’s party start.

I blink, before facepalming. Crap. Knew I was forgetting something.

I quickly look around, trying to find Pinkie and Sci-Twi. I gotta get to them before she accidently drains Pinkie’s magic.

Suddenly, a loud ringing starts, followed by the lights going up.

The heck was that? Scarab asks, front legs over his ear.

I deadpan. Whelp, I blew it.

We meet up with the girls and a dishevelled looking Pinkie after Cinch’s very rude, to put it lightly, speech.

“Ah’m sorry, Pinkie,” Applejack’s saying as we near them. “Ah thought yer party additions were really swell.”

Fluttershy nods. “They definitely broke the ice.”

“Yes,” Rarity pouts, folding her arms. “If only that Principal Cinch hadn’t frozen it again.”

Pinkie nods tiredly. “Yeah, she’s awful.”

Sunset looks her over. “Wow, Pinkie, what happened to you?”

Pinkie shrugs. “I don’t know. Everyone started having fun after Twilight and I fired the party cannons and I Ponied Up.

Sunset rolls her eyes, smirking slightly. “Of course you did.”

Pinkie sighs. “But then the magic just drained right out of me.”

Sunset blinks. “Wait, what do you mean "drained out of you"?”

“Hey,” Applejack looks around. “Where is that other Twilight?”

Long gone. We won’t be seeing her again til tomorrow.

We get through the rest of the day and I head off with Sunset to her place.

“So, are you ready to tell me what’s going on, Peni?” she asks as we sit at her table, eating microwave lasagna that evening.

Scarab has been tactfully choosing to feed on my blood whenever Sunset was out of the room. He also has been taking large amounts to ensure he doesn’t have to feed too often... though it does make him look a bit bloated and make me nervous how easily he could go pop if too much pressure is applied to him.

I tap my fork to my chin. “A bit after the first of the games contests ends and I should be able to give you the four-one-one, Sunset. Should being the operative word. I’m not really sure how this will go; I’ve just a blueprint I’m trying to follow.”

She gives me a raised eyebrow. “Is your Spider Sense telling you this?”

I shrug. Can’t rightly say it’s because I watched the movie now, can I?

___________________________________________________________

I slip away from the rest of the girls, staying my distance from Fluttershy.

And we’re following Fluttershy because…? Scarab asks from atop my head.

“Now’s the time for Spike to get his voice,” I murmur, keeping in the bushes.

CHS lost the first round, but that’s good, because it sets this up. And, if I time it right, this is where I can make things change for the better.

“Do you wanna give her a treat?” Fluttershy asks as the lavender girl pops through the bushes.

Sci-Twi looks down, before moving over to her and kneeling down. “Guess I’m not the only one to smuggle her pet into school.”

Fluttershy giggles. “Not just one.” She opens her pack, revealing a little bird and Angel.

Sci-Twi blinks. “Oh, wow. All I have is Spike.” She opens her own pack, the dog popping out, panting.

Fluttershy picks the little dog up. “It really is uncanny. Does he talk?”

I smirk. Not yet.

Sci-Twi gives her an odd look. “Um, not that I know of.”

I watch the exchange, leading up to Sci-Twi feeling better, before giving Fluttershy an odd look. “I’m on the other team and you just lost. Why are you being so nice to me?”

Fluttershy smiles. “You looked like you needed it.”

At once, she Ponies Up and Sci-Twi gasps as her device activates, pulling Fluttershy’s magic out of her.

Now’s my chance. I run back a bit, before rushing forward and leap into the air, flipping, firing a web, catching Spike and yank.

He goes flying, making sounds of confusion, before yowling in shock as he’s pulled into the line of Fluttershy’s magic and it surges through him.

“Spike! Sci-Twi yells, as her dog falls, Fluttershy catching him,

Said kind girl shudders as she lowers to the ground, exhausted, myself catching her in my arms.

“Spike, are you okay?” the lavender girl asks, cuddling her puppy.

“Um, I think so,” Spike says groggily.

Wait a minute. Did that dog just talk? Scarab asks, shocked.

“Bite me,” I say.

He frowns at me.

“No, seriously. Bite me!” I hiss.

He blinks, before seeming to get it.

Sci-Twi and Spike both yell, “Daaaah!!!”, the former dropping the dog and running off, squealing.

As she does, I fire a new type of webbing, a type of Foam Web shooting out and hitting the magic-stealing pendant, it hardening and falling off the girl’s neck, her shock and confusion keeping her from noticing.

“Bye,” Fluttershy sighs, before passing out.

This girl is too kind for her own good, Scarab shakes his head.

Oh, you have no idea, buddy. Risking your own health while suffering from a near incurable disease to save a friend suffering from the same disease definitely is bigger than this.

Shaking my head, I fire a normal web at the hardened foam, pulling it over and catching it with my free hand.

And you did that why, exactly? my spider friend asks.

“I’m keeping this from stealing more magic and from turning Sci-Twi into something that will haunt her,” I say, pocking the sealed device. “Now, we’d better get Fluttershy to the others.”

I lift her over my back and start carrying her.

Aren’t you strong enough to carry her in a less cumbersome manner? he asks, an eyebrow cocked.

I nod. “True. Spider strength means I could carry her over my shoulder or in my arms, but that would look a bit suspicious, a kid several years younger carrying a much older girl like she weighs no more than a doll.”

He thinks for a moment, before nodding. Good point.

“Plus, this gives Sci-Twi a better chance at making friends with the rest of the Humane 7,” I say as we go up the stairs into the school.

___________________________________________________________

“All I did was hand Twilight a bunny. Then I Ponied Up,” Flutteshy is saying as we walk towards the sports field for the second round.

Sunset rubs her chin. “I just don’t get it. Rarity’s magic came out when she made us outfits. Pinkie’s when she fixed the party and now Fluttershy.”

“And then Twilight’s pendant thingy just pulled the magic right out of me. I couldn’t even stand up.” She smiles at me. “If Peni hadn’t been there, I could’ve been stuck outside on my own for ages.”

“That’s like me at the party!” Pinkie gasps, referring to the feeling of exhaustion.

“Or me right before we met Twilight!” Rarity says, shocked.

Sunset frowns. “So she’s stealing magic?”

Applejack shakes her head. “Ah don’t know. She doesn’t seem like the magic-stealin’ type.”

“Plus, she won’t be unintentionally stealing anymore,” I say, holding up the sealed device. “Til we can figure out how to get your magic back out, it’s best I hold onto this and keep it sealed in this high-density polyurethane foam. It should keep it from stealing more magic.”

“But, how do we get the magic already in there back out?” Fluttershy asks, looking between Sunset and myself.

Sunset sighs, rubbing her temples. “I don’t know. And the pony or person or princess who could help me figure this out is completely unreachable now.”

Yeah, after I’d gotten Fluttershy to a safe place, I’d hurried back through the portal for some advice, only to find neither Twilight or Spike in the castle.

It turns out, currently the events of Princess Spike are happening, so the two are in Canterlot, with no quick means of me getting information to them in any capacity that would be of use to us. So, like in the movie, we can’t rely on the princess for help.

“For now, let’s just focus on beating the Shadowbolts,” Dash says, grinning as we open the doors. “And as long as this event puts me in a playing field, I don’t think we’ve got anything to worry about.”

“Oh, it puts you on a playin’ field, alright.”

We all look at the girl’s words to see the field as it is in the movie.

“Am I the only one who thinks this is overkill?” Sunset asks.

We all go through the events, myself joining the CHS students in the stands and watch the round play out.

It goes as expected; Fluttershy and AJ hit their targets, letting Rarity and Pinkie start their laps, CHS’s lead being much wider than in the movie.

Though, my eyes are focused on Sci-Twi as Sour Sweet just keeps throwing insults at her.

“You’re really bad at this!” Sugarcoat yells and I stand up.

“Ugh! Ah can’t take anymore!” Applejack yells my thoughts as I start stomping down the stairs. I get close as she calmly says to Sci-Twi, “Ya have to stop aimin’ at the target.”

“Oh, that makes perfect sense! Don’t aim at the target! Thanks so much!” Sour Sweet’s sweetly sarcastically saying as I get near.

Applejack gives her a displeased look, before looking back to the other girl, smiling. “Ya have to stop aimin’ at where the target is an’ aim at where the target’s gonna be.”

“Yeah! Definitely take advice from the person —” Sour Sweet tries to continue in the same sweetly sarcastic way, but is cut off by webbing covering her mouth.

She makes a muffled yell in surprise, before struggling to try pulling it off.

Applejack and Sci-Twi look to me and I nod, the farm girl returning her attention to the lavender one. “Do you wanna hit the bullseye or not?”

Sci-Twi nods, looking a mixture of grateful and confused.

Applejack smiles. “Then trust me. Take a deep breath.”

Sci-Twi does.

“And let the arrow go... riiiiight.... now!”

Upon the final word, Sci-Twi lets the arrow fly, it rushing through the air and hitting the target.

The bell rings and cheer go off as Crystal Prep start their laps.

“Yeah! That’s my girl!” Spike calls, hopping up onto the platform.

Sour Sweet, who’d just managed to get the webbing off her mouth, quickly starts backing away from him.

Sci-Twi smiles warmly and hugs Applejack tightly.

“See?” the farm girl says. “Ah was tellin’ ya the truth.”

She Ponies Up, leaving Sci-Twi to stare in shock, shock that thankfully is not being interrupted by a certain gizmo.

“So, this is Applejack and I’m Peni Parker,” I say, catching the lavender girl’s attention.

“Hey,” she frowns slightly. “You’re the girl from the gym.” Her eyes widen, then narrow. “And you’re the one who threw Spike into the air.”

“Wait. Peni, you did what?” Applejack looks to me, stunned.

I shrug. “If I hadn’t, Spike wouldn’t be able to talk right now, would he?”

She blinks, before that seems to click. “Wait, yeah. He can talk now!” She frowns, glancing at me. “Ya knew that would happen?”

“Wait,” Sci-Twi’s eyes narrow. “Did you take my pendant?!”

“Yes, but with good reason,” I say, patting the pocket I’ve got it in. “Twilight, you had no control over that device. You couldn’t stop it from taking Fluttershy’s magic. Left unchecked, things could’ve gone a lot worse.”

She blinks, before looking uncertain. “Worse?”

I nod, indicating to Applejack, who’s still Ponied Up. “Applejack has magic too, as do Rainbow Dash and Sunset. If you took in their magic too and it somehow got out, it would be a nightmare.”

Spike frowns at me. “How do you know that?”

I sigh, shaking my head. “Better you honestly not know, Spike.”

“Awesome!”

The yell pulls us from our conversation and we look to see Dash landing her bike after the jump, Sunset not far behind… with Sugarcoat and Indigo Zap far more behind than they were in the movie.

Indigo’s eyes narrow and my Spider Sense suddenly goes off.

I shake my head, putting a hand to it.

You too? Scarab asks.

I look back in time to see Sunny is gunning her bike way too hard, reaching Sunset, but still too hard as they turn, her bike knocking into Sunset’s causing hers to fall back, spinning out of control.

Dash seems to have noticed something off prior, as she’s pulled back and is now pushing her own bike as hard as possible to get to Sunset.

Sunset’s bike spins out, the girl struggling to get off, leaping into the air, Dash catching her on the bike just in time.

“Dash, you saved me!” I can see Sunset saying, not being able to actually hear her.

Dash replies, also not loud enough for me to hear, before she Ponies Up, getting off her bike, leaving it to Sunset.

I cock an eyebrow, wondering why she’s doing that, since there’s no tentacle monsters to keep the students safe from this time, before my Spider Sense goes off again and I look to the Shadowbolts in time to hear a horrible screeching as Indigo Zap ’s bike’s front tire blows out and she crashes into Sugarcoat, causing the both of them to fly through the air as their bikes explode, them falling back in the direction of the wrecked.

I waste no time, firing a web and slinging in their direction, Dash catching Sugarcoat, while I manage to web yank Sunny over to myself and swing us both to safety.

“Are you both out of your minds?!” I shout at them as Dash and I let them go, Dash hovering in the air. “You could’ve been seriously injured!”

“We needed to make up for lost time!” Sunny tries to defend. “We couldn’t risk losing.”

“Is winning more important than your own lives?” Dash yells at them. “So you’d lose the round. Big whop. Risking your lives is pointless!”

“Canterlot wins!”

We all blink, turning as Sunset slows her bike passed the finish line.

“And risking your lives yielded no results,” I point to Sunset, then the wreckage of their bikes, which is being put out by fire extinguishers by Cheerilee and Cranky Doodle. “If Dash and I hadn’t stepped in, you two would likely be needing medical attention and your school would’ve had to forfeit the games due to being two team members short.”

“She… has a point,” Sugarcoat says, folding her arms. “Us injuring ours in an attempt to win would’ve just resulted in our school losing because we lost here, while also would’ve been too injured to play, making our efforts moot.”

“Attention, students, please proceed to the gym,” Dean Cadance pulls as from our conversation and the other two, while giving us both somewhat grateful looks, hurry off.

“Is everybody all right?” Applejack’s asking as Dash and I rejoin them, her flying down, myself web-slinging over.

“Better than all right!” Dash cheers. “We won!”

Sunset takes off her helmet, a very disapproving look on her face. “Yeah, we won, but somebody could’ve been seriously hurt. Why would Cinch make her students desperate enough to risk their own lives just to win a stupid game?”

“Because that bitch cares only about winning to make herself look good,” I say, arms folded. “She doesn’t care who she has to sacrifice to get what she wants.” I look off towards the leaving CPA students. “Hopefully, this will change her students’ ideas about blindly doing what she wants, regardless of the risks to themselves.”

“Um, excuse me,” we all turn as Sci-Twi, Spike at her heels, comes over. She looks to Applejack and myself. “I… I wanted to thank you.” She then looks to Dash, then me again. “For helping me and my teammates.”

We nod.

Sunset steps forward, glancing at me, before to Sci-Twi. “Twilight, do you have any idea how we can remove my friends’ magic your pendant and give it back to them?”

She blinks, before looking down, ashamed. “No. I… I’m sorry. I had no idea that energy was magic, that my device would absorb it… or how it all works together.”

Dash puts and arm around her shoulder. “That’s okay. Neither do we.”

She looks from Dash to the rest of us. “Why aren’t you all angry at me? I took something from you without asking. Even if I didn’t mean to, I still did wrong by all of you… but you’ve all been nice to me.”

“That’s because, here at CHS, we like being nice to others,” Dash thumps her on the shoulder.

“I… I don’t fully understand…” Sci-Twi says, before looking firmly at us. “But I wanna understand!”

Sunset smiles, holding out a hand. “Leave out all the magic stealing, and we’d be happy to help you.”

Sci-Twi looks to it, before giving a small smile and take it, nodding.

“What are you doing, Twilight?”

At once, the girl goes ridged and we all turn to see Cinch walking towards us, a very displeased look on her face.

I step in front of the scared girl, arms folded. “She’s talking with her friends. What’s it matter to you, ya old hag?!”

At once, Cinch freezes in place, before her mouth pulls back in anger. “What was that, you little urchin?”

“Oh, you heard me.” I smirk. “Or are you deaf, as well as stupid?”

I hear Dash, AJ and Sunset have to try holding back snickers from behind me as Cinch’s eye twitches.

“My students are of no concern to you!” she says firmly, trying to step forward, only for Fluttershy and Pinkie to block her path.

“And who Twilight becomes friends with is none of yours, either!” the normally shy girl says with a strong tone.

Cinch looks like she’s about to pop a blood vessel.

A clearing of a throat causes all of us to look and see Principal Celestia, Vice Principal Luna and Dean Cadance coming over, their eyebrows raised.

Cinch seems to put our insults aside, before pointing at Dash and myself. “You can’t possibly call that a fair race.”

Principal Celestia just gives Cinch a “really, bitch?” look. “Principal Cinch, we all saw what happened. You can’t think CHS had some kind of advantage.”

Cinch looks offended. “Can’t I? Your students have wings and one fires what seem to be webs, even using them against my own students!”

Peni. Peni, calm down, Scarab tries from my shoulder, but I’m already seeing red.

“Oh, you did not just fucking try to pin your loss on Dash and I after we saved your students’ lives!” I snarl, stomping forward and, to the much taller woman’s shock, grab her by the front of her suit and yank her down to my eye level. “If not for us, Sugarcoat and Indigo Zap would, at best, be in the school infirmary and, at worst, off for intensive care at a hospital due to injuries caused by the crash they caused in their desperation to win so you wouldn’t lash out at them for losing, resulting it your school forfeiting the games altogether anyway! If anything, you should be thanking us for keeping you in the game, you self-centred, egotistical old bag!”

Everyone just stares, shocked into silence as I stand there, still holding onto her, breathing heavily.

After several long minutes, Principal Celestia clears her throat. “Well, the race certainly had some... extenuating circumstances. Perhaps we should end the games now and declare a tie.”

I let go as Cinch stands up, whirling around to glare at Celestia. “A tie? Was this your strategy all along? To force us into accepting you as equals? I think not. The games will continue and Crystal Prep will prevail despite your antics and whatever performance-enhancing regimen your students are on.”

With that, she stomps off in a huff, having completely forgotten about Sci-Twi, who comes out from hiding behind Dash.

Sunset sighs. “I’m sorry I couldn’t stop all this from happening.”

Principal Celestia shakes her head, putting a comforting hand on her shoulder. “It’s not your fault, Sunset.”

Sunset pulls away. “Isn’t it? I should know how to control the magic I brought here. But I don’t. I let everyone down. And now Principal Cinch thinks we’re cheating.”

Principal Celestia’s expression becomes stern. “It doesn’t matter what Principal Cinch thinks.”

Sunset shakes her head. “But it does. The students here at CHS don’t just wanna win. They wanna beat Crystal Prep. It isn’t gonna count if the other side doesn’t really think they lost. Crystal Prep is never gonna believe we won fair and square if there’s magic around. And that magic is only around... because of me.”

“That’s where you’re wrong, Sunset,” I say firmly, turning to her. “Cinch may still see it as we not winning fair and square, but the rest of Crystal Prep is another matter. Indigo Zap and Sugarcoat know full well we saved their lives and Sour Sweet, Lemon Zest and Sunny Flare are their friends, so will be grateful, if begrudgingly. Cinch may see it as a not fair win, but her school will and that’s what matters.”

“I wish I didn’t have to keep competing against you all in the next round,” Sci-Twi looks to us all. “I never really wanted to be in these games and now I want to even less. I just want them to end.”

We all nod.

“Things should be fine, Twi,” I say, patting my pocket. “Magic won’t be interfering next round at all, not since Cinch can’t force you to use the magic you already accidentally stole, while having no idea how to use it or what it would do.”

“Would she seriously do that?” Rarity asks, aghast.

“it sure sounds like something she’d do,” Sci-Twi says sadly, before smiling and coming over, hugging me. “Guess I really owe you more thanks than I thought, Peni.”

“Especially since it’s because of you I can talk,” Spike yips, catching the adults off guard.

I smirk at the three of them. “I’ll explain later.” I look to the others. “Til then, we’ve a few hours before the final round. How about we hang with Twilight for a bit. Let her get to know us and us her more.”

She gives me a look, before a small smile comes to her face. “I’d like that a lot.” She then looks around at the others nervously. “If… if you’re all okay with it, that is?”

They all smile, Sunset putting a hand on her shoulder. “Sure, Twi.”

We all head off, myself patting myself on the back for averting so much disaster. Should be smooth sailing til the end of the games now.

___________________________________________________________

From across the street, a man lowered his binoculars and spoke into the hidden mic in his shirt. “Sir, target in range. She also appears to have an item of great power on her now. It could be of use.”

“Keep her in your sights. Don’t lose her,” a voice replied from the other end. “I’ll be arriving soon. Once we’re all set up, the plan will go into motion.”

Author's Note

So, i was able to get one more chapter out before my move after all.

I likely won't be able to update for a while, because we're moving most of my stuff to the new place today, the rest tomorrow, then i'll be spending lord only knows how long until i'll be fully settled in.

til then, this chapter will have to be enough.

So, how did you all like my take on the Friendship Games with Peni's interference? Does it all work for you? does it makes sense? Was the reason they still couldn't rely on Princess Twilight for help a reasonable situation for you?

And, if Midnight Sparkle isn't going to be a problem, what will? Who is keeping an eye on Peni? What do they want from her?

You'll have to wait and see.

I'll be off now, as we've a lot of stuff to move, but i wanted to finish this chapter and get it up before then, so you've at least got something to tied you over til i can return to writing.

so, til next time, which will be when i've fully moved into my new place, later everybody.