An Itsy Bitsy Problem

by ultspideyfan

Rating: teen
Tags: Anthro, Profanity, Applejack, My Little Pony: Friendship is Magic, Trixie, Rainbow Dash, Comedy, Adventure, Crossover
Length: 7147

Spider-Mane has become a nuisance to Wilson Fisk. Time to cut the web before it can be finished.

Peter Parker is eyeing the big fish running Ponyville. Wilson Fisk, the Kingpin of crime. He's been fighting to put away some of the ponies working for the crime boss, for weeks now. With his antics catching Fisk's attention, the crime boss calls in for a favor. A favor that hopefully can put an end to the new hero knocking on his door.

Cover done by my friend.

Published 2020-11-29 02:10:00 UTC
Last updated 2021-06-12 16:03:14 UTC

The Itsy Bitsy Problem

Three stallions were sitting inside a warehouse playing poker. They were surrounded by other stallions who were busily carrying crates to a moving van. As the stallions played, a front sound of hoofsteps caught everyone's attention.

"What was that?" The big brute asked.

"Could be that Spider-Guy who's been cleaning up shop as of late. Ox, Montana, stay on guard. Everyone," Fancy Dan pulls out his pistols and aims them at the ceiling, "fill em with lead." And with that they all opened fire.

Minutes after the gunfire ceased, Spider-Mane came crashing in landing on the poker table.

"Were you guys trying to hit that critter on your roof? Man, you guys ruined our bonding moment." Spider-Mane's lenses shift down in a closed "u" shape. His lenses shift to a hill shape upon an idea hitting him. "I got a game we can play," he turns to Ox and throws a ball of webbing at the brute, "tag! Your it!"

What transpired next was an embarrassing sight. Spider-Mane jumped around, dodging the stallion's in the room whilst making something in his hands. He spouted out some childish insults as Ox came barreling over to him. Using his momentum against him, Spidey had thrown the brute into Montana. Finally his creation was finished as he stretched it out across the room, draping it over the stallions. Everypony yells and curses at the hero as he makes his leave just as police enter the warehouse.

The monitor switches off as there was no need in watching last week's events. Wilson Fisk turns his chair to face the stallion standing before him.

"You see the annoyance I've had to deal with for a while now yes." He says in his deep, low, rather intimidating tone. The stallion nods his head, his stern look not faltering in the face of his superior. The stallion wore a blue suit with black lines work going down the outfit. The thing that stood out about him was his head. His head was flat at the top, which in turn earned him the nickname, Hammerhead. "I've called upon you to enlist one of your fine stallions to squash the Spider before he can finish weaving his web."

"I understand Kingpin. I'll be sending you one of my top boys. He's given the bug a run for his money when he was back in Manehattan."

"Good. Now tell me, has Tombstone gain control of Oscorp yet?" He asks leaning into his desk.

"No sir. The brat son of Osborn has taken over in his absence. Don't worry though; an abondoned Oscorp owned facility is in our possession and better yet, still under Norman's name. We can use that place to conduct your experiments."

"Excellent," he turns in his chair to face the monitors on his walls that had cameras watching his town, "soon we'll have our very own spider exterminators. The bug will regret the day he chose to entangle himself in my web."

Neighborly Spider

"What's this for?" The flower mare asked.

"It's a sorry flower for when I I smashed into your shop." Spidey says holding the pot up to her. The mare raises an eyebrow staring the hero up and down. She takes the gift and turns to place it on her counter. Spider-Mane looks around her shop, seeing the flowers neatly placed on the shelves. "The place looks great; do ponies come here often?"

"Every now and then. If I'm lucky I could sell ten flowers by the end of the week." She says whilst answering a text from her sister.

"That's good. Yeah; sounds great." He says rubbing his hands together. The two stand in a bit of an awkward silence, a mare who owned a flower shop and a stallion who wore a black spandex suit with red popping out. His lenses were colored in red instead of the white she saw last time. Just looking into those lenses were making her feel uneasy so she opted to break the silence.

"Do you have somewhere to be?" Spider- Mane's lenses widen, most likely realizing that he just spaced out.

"Uhh yeah I do! Sorry for spacing out hehe. And in case you were wondering, I'll get my old suit repaired soon enough. That way I look more approachable. Umm bye uhh...."

"Velvet. Velvet Doo. And it's fine, really. Take care Spider-Mane." The hero gives a thumbs up before leaving the flower shop and zipping into the sky. Velvet chuckles, her eyes landing on the flower he had gotten her. She brushes her hand against it, smiling. "Ditzy would be ecstatic."

Spider-Mane zipped above everypony's head. He waves at the ponies who immediately waved upon seeing him. As the hero made his way to his destination, on the ground level Rainbow Dash was telling colts and fillies about the clash between Spider-Mane and the Goblin.

"And then BAM, an uppercut to the face! Goblin didn't stand a chance!" Rainbow Dash tells the group. The kids wow in amazement. One filly, with an orange coat and a purple colored mane, raises her hand as if she were in class. Dash recognizes her immediately as the filly who wore a black hoodless jacket with a grey shirt and shorts who also was huge fan of hers.

"Did you get to see him Rainbow Dash?" She asks.

"You bet your tail I did! Me and Spidey are buddy buddy. If he ever needs me, he knows where to find me."

"You liking your place Twilight?" Trixie asked peeling her eyes away from Twilight's book collection.

"Its....quaint. Spike's gotten used to the place already." Twilight says, setting her quill down and rolling up the letter and tying it up with a red lace.

"Why don't you ever just send a letter to Princess Celestia digitally?" Trixie asks.

"Princess Celestia is old school when it comes to communication. She likes to have a physical copy of practically everything." Silence befalls the two as Twilight continues to place her books on her shelf. A question snuck in the mind of Trixie, a question concerning one such pony.

"Sooooo; how is it having Peter as a lab partner?" Twilight sighs upon hearing the name. She chuckles thinking back to earlier days.

"Peter's a great guy, really smart, but he always has his mind elsewhere. Not to mention he's tardy--which you really need to help him sort out."

"Hehe. Sounds like you've already gotten used to him."

"You could say that." Trixie smiles, looking out the window in front of Twilight's desk.

"I think the others like him. Which I'm glad for. Pete always had a hard time making friends." A small smile plasters itself onto Twilight's face, having found another thing her and Peter had in common.

"I'm so sorry I'm late! I had to make a pit stop." Peter says running to a halt upon making it to Applejack.

"And here I thought y'all weren't gonna show up." Applejack replied pushing her hat up.

"Well I'm here now. So, what did you need me to do?" Peter asks, messing with his mane to make it look presentable.

"I just wanted to know how Ponyville's been treatin ya. Heard you got a job?"

"Oh; well yeah, yeah Ponyville's been kind to me. And yeah I got a job working for Dr. Octavius. It doesn't pay much, but it helps Trixie a bit with the bills. That and I get to do what I love most with two other ponies who are nerdy like me hehe."

"That's great to hear partner." She gives Peter a smile, who kindly returns the gesture. Peter's ears perked up to the sound of static. Looking over, he sees Big Macintosh listening to a radio.

"Hey Mac, could you turn that up please?" Macintosh turns the volume dial, allowing everypony to hear.

"A group of stallions working under Mr. Fisk, known as the Enforcers, were allowed to walk as long as they--"

"Are you kidding me!? How can those guys go scott free when Spider-Mane caught them?" Peter exclaims, catching Applejack and Macintosh off guard.

"Sadly that's the world we live in Pete. Fisk has a lot of power here."

"Eeyup." Big Mac said, agreeing with his sister. Peter grits his teeth, knowing that Fisk was well aware of his attempts to put his "employees" in prison.

Nightfall had approached Equestria, putting most of its residents to sleep. Others were still out and about working, some stores still open. One being the Cakes shop. Pinkie Pie had left the store open longer for her guests, Rainbow Dash and Eddie Brock. The two sat together as the flipped through the files given to them about their parents.

"So let's recap. Peter's parents were SHIELD agents, yours were scientists, Trixie's were magicians, and mine were factory workers." Rainbow Dash says holding a file on the Parkers.

"Mhm." Eddie replies, taking a sip of his coffee.

"And the Parkers and Brocks died in a plane crash. Trixie's parents died during a performance, and mine in a factory accident."

"You got it."

"But it was all on the same night. We're all orphans," a thought crossed Rainbow's mind, "do you think that it was planned?" Eddie stopped. He gave it some thought, and his face contorted into a worried look.

"That could be a possibility. If that's the case someone was targeting them. That means...."

"There's more to our parents history."

"Or maybe the Parkers made an enemy. That would explain Trixie, and maybe even you. Trixie's parents were close to Richard and Mary just like mine were. Your parents may have known either mine or Trixie."

"I'm leaning more on the Brocks." Venom says eating a tater tot off the plate.

"Thanks for your input. Anyways I think we should continue this another time. Pinkie's gonna pass out any minute now." He points at Pinkie who was dosing off at the counter. She jerks awake, hearing her name come from Brock.

"No it's fine you guys," she rubs her eyes yawning a bit due to her tired state, "but I do appreciate it. I really do need to get to bed. Hope things go well with your investigation."

A plane lands on the bare patch of dirt. The doors open and a stallion with a grayish coat and a black mane, with a light jacket, jeans, and black boots to finish the look. Another stallion in a black suit walks up to him with a suitcase.

"Mr. Schultz; I'm sure your aware of what Mr. Fisk is asking of you." The stallion in the suit says.

"I do indeed. Give the big man my thanks. He's given me another chance to crush that Wall-Crawler." The stallion in the suit sets the case down at Schultz's boots. "What's this for?"

"Inside you'll find the equipment you'll be using to kill Spider-Mane. It still follows your original blueprint, but upgraded if you will. I'm sure you'll find your way around it." Herman takes a knee and pops open the case. Upon admiring the contents inside, a sinister grin stretches across his face.

A Shocking Development

Cockiness was one of Peter's flaws in battle. It wasn't one that reared its ugly mug with every villain he fought, just the ones that were too dumb enough to be a big threat. Like Herman Schultz aka the Shocker. Herman always made it easy on Peter. He was just the "villain of the week" in Peter's mind. Key word being was.

Somepony had upgraded Herman's gear. And these upgrades made him dangerous, far more than he should be. Peter dodged everything Herman threw at him, trying to find an opening to ensnare at least one of his gauntlets in a web.

"C'mon Herman go easy on me! It's too early in the morning for this!" He dodges another attack only for it to smash into a fruit stand. "Plus your causing massive amounts of property damage! We're still reeling from Gobby's--oof." Parker was struck in the gut, the vibrations coursing through his body. He curses himself knowing this fight should've ended minutes ago.

"Ya got sloppy bug. Y'all must still think I'm easy prey," Herman fired another wave but Peter jumped into the sky, "but I'll show ya just how I can be." He quickly fired another wave, clipping Spider-Mane's head sending the hero into the dirt. His spider-sense flared but Herman added onto his assault, sending Peter's skull crashing into the dirt.

As Peter struggled to get to his hooves, Herman cranked up the output on his gauntlets. He clenches his fists as he takes aim.

"Nothing personal bug, just business." *CRACK!* Peter turned just in time to catch Rainbow Dash's hoof connect with Herman's face. The surprise attack sent the Shocker careening into dirt before crashing on top of a lemonade stand.

Rainbow clutches her knee as she lands. She didn't anticipate how tough the helmet was. Impulse led her here. With the pain dying down she runs over to Spider-Mane.

"You okay dude?" She asks trying to help him up.

"I'll be fine. You should get out of here though." Peter weakly states. That last shot to the head really dazed him.

"Yeah no. In case you didn't notice you would've been jelly if I hadn't shown up." Rainbow says, giving a stern look to the red eyes that met hers. "Now who the heck is that and how do we stop him?"

"*sigh* That guy is Herman Schultz, the Shocker. As for stopping him, all we need to do is gum up his gauntlets and it'll send the vibrations right back to him."

"And if that doesn't work?"

"We drop something on him." He flatly stated. Before Rainbow could question that method Spider-Mane shoved her out of the way taking a hit that knocked him down.

"Spidey!"

"Y'all have somethin more important to be worryin about than that bug!" Dash grit her teeth, she was already irritated with this stallion and she had known him for no more than two minutes. Herman charged up another blast, the setting still on high. Rainbow zipped to the sky just as Herman slammed his fists onto the ground.

"Wait Spidey--" Rainbow's internal thinking was cut short when she saw that the hero had lept into the sky at the last second.

"Sweet mother of Luna that was close!" Parker's thoughts echoed. Had his spider-sense not alerted him he would've been done in. Peter lands back down just as Herman readied another blast. The spider-sense rang out again allowing Peter to narrowly dodge the waves.

Rainbow took this time to scoop up Herman and throw him through a small bridge that led into the heart of Ponyville. The residents of said town scattered like mice at the presence of a fight. All except for Scootaloo. The young filly took cover and began recording the fight her hero had found herself in.

"What's wrong pal? Your gauntlets don't look to ecstatic to be drenched in water!" Rainbow smirks as she notices the gauntlets were sparking.

"Stupid mare." Herman groaned. He powered up his gauntlets once more, not acknowledging how aggressive they were becoming. Peter on the other hand, did notice.

"Herman stop! You've pushed your tech too far, it's gonna blow!" Spidey's frantic words seemed to get through to Shocker. Finally looking at his gauntlets Herman could now see how unstable they had become. He frantically tried to kill the power but the build-up only grew more and more. Then he felt heavy on his shoulders. Looking up he was met with Spider-Mane's frantic expression, which was being shown through his lenses.

"You gotta get off before my suit--" the suit's defenses kicked in, sending vibrations coursing through the two stallions. Though the feeling was very disconcerting Parker forced himself to hold onto his foe.

"Dash get us outta here!" Peter managed to say through the pain. Rainbow flies over to the two, grabbing ahold of Spider-Mane's arms only to feel the vibrations traveling from the hero to herself. She could only carry the two a few feet away from the town before dropping them.

Peter knew it wasn't much. He quickly began webbing up the gauntlets, knowing it would send some of the build up back to them.

"What are you doing?!" Herman called out. The Shocker suit was doing a decent job at dampening the effects, in Herman's case. Peter's insides felt like they were close to being mush.

"Praying for a miracle!" Peter managed to shout back. Rainbow watched, a sickening feeling building up in her chest. She didn't like this. She felt useless in a situation so dire. Soon enough, Herman and Peter were entombed in a ball of webbing.

A few seconds ticked by and.....nothing. Rainbow's ears perked up, and so did Scootaloo's from her cover spot. Then it hit them. The ground shook, the webbing fell apart, everything felt like a quake. Thankfully though the buildings didn't crumble, leaving the residents inside safe and alive. The rumbling then ceased. Scootaloo got back to her hooves, grabbed her phone and rushed over to Rainbow Dash.

"Is it over?" She asked her hero.

"Seems like it," the sound of sirens made their ears twitch. Rainbow got back up and made her way towards Spider-Mane, "get outta here Scoots. I'm gonna make sure Spidey's okay." Scootaloo nodded, ended the recording, and rushed on over to Sweet Apple Acres to show her friends today's fight. Rainbow curses under her breath as she limped to Peter's motionless body. Her legs felt like Jello.

Before the authorities and paramedics could arrive, Rainbow scooped up Spider-Mane and took off into the sky, leaving a groaning Herman to get picked up by the police.

Author's Note

Man it feels great to write on here again! Now I couldn't find my notebook so I rewrote this fight between Spider-Mane and Shocker. Hope you guys enjoyed the chapter. Take care everyone!:heart:

Revelations

A muffled voice filled Peter's ringing ears. He attempts to open his eyes only to find that task a bit difficult. Ever so thankful for his scrambled thoughts, Peter remembered back to the fight with Shocker and the dire situation he had just been in. This jolted him upright only to find not a ruined town, but a bedroom.

"Wait what the...where the hell am I?" Peter's eyes landed on the posters plastered on the wall in front of him, posters on two of Equestria's most famous teams: the Wonderbolts and the Avengers. "Sompony's a fan."

"Looks like you finally decided to wake up. Thank Celestia cause I wouldn't know how to explain this to Trixie." Peter's attention snapped to the familiar voice on his right. Rainbow Dash. She was sitting in a chair, presumably staying close in case he woke up. Peter noticed she was figiting around with her hands. Then the realization settled in.

His hand shot up at his face, his fingers resting up against his fur. And due to being able to feel said fur, Peter realized he had no mask and no gloves. His nostrils flared as he stares at Rainbow, a scowl had found its way on his face.

"Listen you weren't breathing when I brought you here. I....it was either I unmasked you or some doc did and we both know your identity would've been outed as soon as you entered a hospital. Especially with every reporter popping out of the woodworks, your face would be all over Equestria. I just did what I thought was right." Rainbow looked at Peter apologetically. A soft sight escapes him, her eyes were hard to look into and stay angry.

"Don't worry about it." Was all he managed to say.

"Wait, so you're not mad?"

"I'm displeased with the situation. But you made the right call. Trixie would've done the same." Rainbow breathes a sigh of relief, her nerves finally relaxing. "Besides, one of you was bound to find out sooner or later." Peter looks away from Dash and examined the room he was in. That's when a question formulated in his mind. "This is your place, right?" Rainbow nodded. It took him a minute to let that register. It also took him a minute to realize he was alone with a mare in her house.

Rainbow Dash watched as Peter's face turned red. She raised an eyebrow at this before her thoughts answered the question for her. She began snickering at the thought.

"Have you not been alone in another mare's house before?"

"Only since I moved in with Trixie. But that's different and doesn't count. So no I've never been alone with a mare in her house." Peter sheepishly stated, the blush on his face not going away. Rainbow's snickering turned into a fit of laughter.

"You're such a dork Parker," her laughter died down allowing her to wipe the tears from her eyes, "but a pretty cool dork nonetheless." Peter couldn't help but give a sheepish smile. Rainbow's eyes locked onto one of her jackets that was resting besides Peter. "That jacket there is for you. Take it as my way of saying thank you for saving Twilight from the Goblin."

Peter grabbed the jacket, immediately taking in the blue and white color scheme as well as Rainbow's cutie mark on the back.

"Rainbow I can't--"

"I'm gonna stop you right there Pete. You can take it. Or would you rather throw my thanks back in my face?" Peter exhaled in defeat. Rainbow smirked, seeing that Peter clearly saw receiving thanks for his heroic deeds as a foreign concept. Her smirk deflated as that brought up a new question. Did he not get thanked during his time in Manehattan? Did he swing off before one could tell him thank you? "I'll ask him about it later."

"Well I'm thankful for the hospitality and all, but I gotta get going. Trixie's probably worried sick about me." Peter pushed himself off Rainbow's bed, only to be greeted by his spider-sense and the rapidly approaching floor.

"Woah there big guy!" Peter felt himself being stopped midfall. Rainbow pulled him back to the bed, the surprised look on Peter evident. "Guess your legs haven't recovered yet. Yeah my legs were acting up too. I'm sure you'll be back on your hooves in no time." Peter's surprised look shifted to a frown. He was used to his legs being wobbly after fighting Herman, but this? Whole new ball game.

"Hey where is Herman?" Peter asked, concern now taking a hold of his face.

"Police have him. I think that suit protected him from the worst of it. He was still making noises before I grabbed you."

"And what about the town and--"

"Everypony's okay Pete. Buildings are still standing. Other than a few fruit stands being smashed I'd chalk this up to a victory." Upon hearing that, Peter relaxed a bit. He felt more assured now that things were alright. "And Trixie knows your here. So don't worry about that."

"Okay. Thank you." Rainbow Dash nods before a yawn takes a hold of her. She takes the opportunity to stretch out her wings. When she was done she slumped a little in posture. Peter couldn't help but stare as Rainbow looked to be lost in thought. He never realized till now but her rainbow colored mane was so captivating. He hadn't even realized he said something loud enough to break her train of thought.

"Skittles?" She looked at Peter in confusion. "Why are you thinking about candy right now?" Once the question left her mouth an answer had already been formed. Her thoughts recalled Trixie's "warning" about Peter's nicknames. "If you grow on him then you best believe you're getting some form of a nickname." she had said. Rainbow's face was now the one to turn red.

"You are not calling me Skittles!" This broke Peter out of his stupor, earning what sounded like stifled laughter. "Don't you dare start Parker!" She pucnhed the hero's shoulder but that didn't deter his laughter not one bit. If anything it made it harder for him to hold it in.

"Come on that's the best one I've ever come up with." Peter said after his laughter died out. His smile only grew when his eyes landed on the pout on Rainbow's face. After a couple of seconds of silence her thoughts reminded her of what she was thinking about before nicknames.

"I'm gonna order pizza, you stay here. And don't touch anything!" She said poking her finger into the red spider on his chest.

"Ooooo pizza time! Can't wait for that. Also it's a bit late on the no touching part," he held up a Daring Do book he saw on Rainbow's nightstand, "I didn't know you were into reading. You mind if I read this; I didn't have the time to buy this one yet." Rainbow looked between the book and Peter. Now she knew one other pony who enjoyed the series.

"Sure, just don't tear it up."

"Aye aye Skittles!" Peter says, saluting to the mare in front of him.

"Stop calling me that!" Peter's laughter filled the bedroom once more, earning a frown from the flustered Rainbow Dash.

Author's Note

I threw in a little nod to Maximus_Reborn's Spiders and Magic series as well as adding in a little Raimi meme. Hope you all enjoyed this chapter, much love. Take care.:heart:

Our Reasons

Peter was still bedridden by the time the pizza arrived. His legs were now experiencing that tingling sensation. At least they no longer felt like Jell-O. Rainbow Dash had left him to read the book he had nabbed from before. The book had been a great read so far, something Peter expected from the Daring Do series.

Within twenty minutes Peter had finished the remainder of the book, setting it down on the nightstand and letting his eyes lock onto the jacket he was wearing. His hand brushed against the soft fabric, the feeling of said fabric tickled his fur. He may have not known Rainbow all that well, but from what he had been told she was not one to settle for anything less than her best. Peter looked up to the ceiling, and then his legs.

Rainbow Dash entered the room, finishing a slice of pizza. She immediately took note of the empty bed, and the stallion on the ceiling.

"What are you doing?" She asked with a puzzled expression written on her face.

"I was just getting my legs used to some movement. They're no longer Jello so that's a plus." He gently drops himself onto the bed below.

"Mhm. Jacket looks decent on you. Didn't think you'd wear it though."

"Thanks. I guess. So uhh....what's up?" Rainbow stood in silence for a moment, trying to remember the reason as to why she walked in here. A lightbulb turned on in her head as the reason flashed before her mind's eye.

"Oh yeah; I actually wanted to know why you do this hero gig." Peter raised an eyebrow at this, not really expecting this kind of a question. "I mean, every hero has a reason right? It's like an unspoken rule for you guys."

"Well," Peter began rubbing his hands together not knowing the best way to say this, "to put it bluntly I got my uncle killed. Around the time I got my powers I let some crook slip past me. He broke into our apartment, uncle Ben tried to stop him and got killed for it. After finding the guy and leaving him for the cops I vowed to never again look the other way. I do what I do to honor him."

Rainbow felt empathetic towards Peter. Her wings fluttered a bit when she thought of her own reason.

"I initially wanted to join the Wonderbolts because I thought the fame and glory would be cool." Peter's ears perked up to the sound of her voice. It was soft now, not the usual tone he grew accustomed to. "Then the Avengers assembled to defeat Loki and Tirek. That changed my view on heroics. Now I want to help because frankly, we need more ponies who are willing to stand up. The Avengers will retire one day. We're gonna have to step up when that happens."

Peter simply nodded her words ringing true about the last part.

"I think you've made your uncle proud. I think he's looking down on you, pleased with the stallion your growing into." Peter could only look at Rainbow in surprise. That caught him off guard. She knew it. Rainbow gave him a soft smile, which Peter gave back in return.

"Thanks Dash. I didn't know I needed to hear that."

"Don't mention it. Anywho, can you walk?"

"Great question." Peter answers just as he was getting to his hooves. He was standing upright now, the wobbling had ceased. Then Peter took one step forward, then another, then another, and another till he was at the doorway. He looked back at Rainbow Dash with a smug expression. "What do you think Skittles?"

"Good as new. Also stop calling me that. One other thing I forgot to mention, Trixie's at Aj's place. So I'm gonna go drop you off over there kay."

"You know I can just webzip on over there right?"

"Yeah till there are no more buildings around. This isn't a debate we're leaving now." She got up and began pushing Parker out to the living room. He picked up his mask and gloves on his way out.

Despite his constant protesting, Rainbow Dash carried the young stallion all the way over to Sweet Apple Acres, which Peter had to admit, wasn't that bad of a ride considering the view.

Backup Plan

"I'm sorry to inform you Mr. Fisk but Herman Schultz is in police custody." A stallion in a black suit with a slicked back blonde mane stood before the Kingpin of crime. Despite being indoors sunglasses rested on his snout.

"And Spider-Mane?"

"Hasn't been confirmed dead. Schultz failed."

CRACK! A pen breaks in the palm of Fisk's hand. He takes in a deep breath before exhaling, feeling a tad bit calmer. "Is O'Hirn ready?"

"The subject is indeed ready sir. He's already been deployed to Ponyville as we speak."

Meanwhile, a large creature stormed through Ponyville killing anypony that got in its way. It snarled as it rammed its meaty horn through police vehicles.

"You think O'Hirn can kill this bug?" Fisk asked coldly.

"If I may be blunt sir, no. Spider-Mane is quite an adaptable fighter, as you know he's fought and survived attacks from the Goblin who is far smarter than the mindless puppet that Aleksei has turned into."

"Then by all means explain to me why I'm wasting my money on your experiments Mr. Wesker?" Fisk was growing irritated with Wesker now. He stared daggers at the stallion who's cold gaze underneath the lenses never faltered.

"*sigh* To test him Mr. Fisk. To get more results. He doesn't kill, so with the information we gain after every encounter with him then the stronger our subjects would be. That and it keeps him busy allowing you the free time to deal with the other two costumed heroes in Manehattan."

"A method to the madness. Say, what did you say the subject was called again?"

The beast roared into the night. Its slimy yet armored hull shined in the moonlight. The grey colored slime stretched across the frame of O'Hirn who was now a lot bigger than normal. He snarles as armored vehicles pull up in front of him. O'Hirn rushes the first vehicle, dipping his head to allow his horn to stab into it. He jerks his head upright, the van flying off the horn and soaring through the night.

"The subject's name....is The Rhino."

Rampaging Rhino

Peter had been helping Applejack with the dishes after they had eaten dinner. Rainbow Dash stayed behind with Trixie to learn more about Spider-Mane's early days.

"Ah appreciate the help but y'all didn't have to. Yer the guest after all."

"Yeah. Still, I couldn't just leave you here by your lonesome. That and my aunt always says stuff like this is a way to say 'thank you' for the hospitality." Peter gave Applejack a cheeky grin, one she returned in full.

"Sounds like yer aunt is one kind mare."

"Yeah. The kindest mare I had the pleasure of being related to. She's a great mom." Though he said that last bit more to himself, that didn't stop Applejack from hearing it. A smile small places itself firmly on her face.

"Ah bet she thinks yer a great son." Hearing that made Peter's ears twitch. And warm, along with his entire being. Her words felt genuine, to the point it took him off guard. Applejack could only chuckle at Peter's bewildered expression. She watched as a smile crept its way onto his face.

"Thanks." Was all he managed to say, earning a nod from the farm pony. Peter's smile however, soon faulted as his fur stood upright. Peter's head began ringing, following the beat of his heart. Everything grew quite for him as his background was replaced with darkness and mismatched colors. He was highlighted by a hue of red in this littlw world.

"Pete? Peter? Peter!" He couldn't hear Rainbow Dash calling for him as his ears were flooded with the ringing in his head that only grew faster and louder! Peter's eyes drift to his right upward as a van crashes through the roof. Parker dashes forward tackling the three highlighted mares before him. Finally, the spider-sense calmed itself as they crash into the wooden floor boards avoiding certain death.

Rainbow and Applejack were caught off guard by Peter's sudden reaction speed. Trixie on the other hand immediately recognized that Peter was in, as he likes to call it, 'the zone.' Big Macintosh and Apple Bloom came rushing downstairs upon hearing the commotion.

"What in tarnation?" Was all Mac could blurt out before a roar filled the house. Peter quickly got to his hooves and began sprinting outside.

"Peter wait!" Applejack called out. He was already gone. "What the hell does he think he's doin'?"

"Knowing him, running off to go get help. He's been pretty good at that for a while." Trixie answered. She lends a hand to Applejack helping her up as Rainbow was aided by Mac.

"Who the hell could've done that? Isn't the Goblin locked up or something?" Rainbow asked. A loud WHACK came from outside followed by Spider-Mane crashing through the door, bouncing off the ground before attaching his fingers to the ground allowing himself to ski to a halt.

"Ow ow ow ow.....that's definitely a broken rib...or ribs." Peter winces in pain as he grabs at his sides.

"Where's Peter?" Applejack asked upon seeing the hero.

"I told him to hide somewhere. He shouldn't be far," he steadied himself as he got back up, "as for the thing outside well that's a Rhino. At least that's what I'm calling it. You guys stay here whilst I deal with him." Peter hurried back outside, zipping on top of the beast before flipping over as it went for a bear hug.

"We gotta help him!" Rainbow says, her wings allowing her to hover above the ground.

"Ah agree. No pony wrecks the house and gets away with it." Mac nodded in agreement.

"Then let's move!" Trixie yells leading the charge.

Peter flipped over the brute's arm as its fist smashes into the dirt. Two web lines were attached onto its back with Parker pulling. Rhino was soon lifted off the dirt and slammed back down to earth. The beast could only groan as it flipped itself over on its back just as Peter slammed himself into its chest.

"So its obvious that your here for me but I gotta know, who sent you?" Rhino whined in pain as the slimy substance pulled away from his disfigured face. Though the substance reminded Peter of Venom, the Rhino's face didn't ring any bells. The spider-sense on the other hand recognized the face and made it known.

Rhino seemed to be highlighted underneath Peter, causing the hero to look at him in confusion.

"Familiar *familiar.* We know him. It's him. It's--"

"O'Hirn?" Peter's external voice cut through the older/younger internal voice that had been used by the spider-sense. "Wait since when could it do that?"

"Look out!" Too distracted by his own thoughts, Peter took a hit to the face cracking his left lense. As he slams into the ground he curses himself for not listening to his spider-sense. His vision suddenly went dark as Rhino wrapped his hand around his tiny head.

Before Rhino could crush Spider-Mane his knees gave out as Applejack and Big Mac had deadlocked the brute. Rainbow quickly flew up to Rhino and delivered a hoof to the mouth that earned a Crunch as O'Hirn's nose was broken.

With Spider-Mane free Trixie fired a blast of magic that sent Rhino on his back.

"Ugh....I thought I told you guys to stay inside?" Peter looks up to Rainbow Dash pulling him away from the fight.

"Yeah but you should've known that wasn't going to happen." Her cheeky reply brought out a chuckle in Peter.

"We need a hand here!" Mac's voice cut through to the two. He easily dodged a fist from Rhino as it seemed the beast was winding down. Mac quickly ensnared the right arm into the loop of the lasso and secured his hold whilst his sister did the same on the left. Trixie continued with her barrage of magical blasts, making the slimy armor weaker.

The two Apples pulled with all their might, keeping the beasts arms tied down taking away it's preffered form of attacking. Though his face was now covered Rainbow took the opportunity to throw some jabs at the only exposed area on Rhino, his jaw.

Peter took to running into the forest just left of the Apple household. He lined himself up with Rhino. He whistled as he watched the spectacle before him. "They really know how to hold their own. Huh."

"Where's Spidey?" Trixie asked as she grew weary. Using this much of her magic in her tired state wasn't something she was fond of.

Her question was answered though when a black and red blur blitzed passed her. Spider-Mane collided with Rhino's chest, his knees bending upon impact. Peter pushed himself off O'Hirn with enough force to send him crashing into the ground. Whilst Parker was still airborne he fired multiple web pellets till the Rhino was effectively tied down.

"Way to go team. Oh sweet Celestia." Peter's legs were shaking after the ordeal which only made Rainbow snort at his predicament. "Remind me to never fire myself like a slingshot. Oh man." Just after he said that, a couple of armored vehicles pulled up. Soldiers quickly shot out from the vans and swarmed Rhino, weapons drawn and aimed at the downed villain.

A zebra with an eye patch, who bore a black trench coat, walked up to the group. The remainder of his outfit was also dipped in black, with a gun resting at his hip. A small smirk found its way onto his worn down features.

"Good work. We'll be taking it from here." Fury said as his soldiers lugged Rhino into the back of a van, which caused the vehicle to dip.

"Hold on now he needs help. Somepony did that to him. We gotta help him." Peter said walking up to Fury.

"That's what we're doing kid. Once he's in a secure cell away from here we'll start working on getting him back to normal."

"And where do you plan on taking him?" Peter felt uneasy. His spider-sense wasn't saying 'threat' but it also wasn't saying 'ally.' Hell it didn't say anything which didn't help his decision making.

"Shield headquarters," he pat Peter's head as if he were a child, "My my how you've grown Peter." Spider-Mane's lenses widen at the mention of his name. He looks at Fury who bore that smirk from before. Again Fury pat Peter's head before taking off. "Oh and don't worry about the property damage. It's been covered." And with that, Fury's van sped off. Trixie walked up to Peter who was still reeling from the shock.

"What did he say to you?" She asked him.

"He....knows me. But like....it sounded like he knows me. Like, when my parents were still around."

Eddie and Venom had gotten settled in their apartment in Manehattan. They had moved out to Manehattan to continue their investigation. Shocker had appeared in Ponyville after he left. Then Pinkie told him about a Rhino in a grey 'slimy substance' wrecking havoc. He cursed himself for leaving too soon, though he made a mental note to check out this Rhino character when he returned.

As Eddie entered his room the air around him seemed to change. Immediately he picked up on the presence he felt in the room. Venom engulfed his left arm, the two ready for a fight.

"No need to get hostile. I'm not an enemy." Their voice sounded off to Eddie. Something was distorting their voice for them.

"Who are you? What do you want?" A folder fell at Eddie's hooves. The Shield logo, similar to the one on Richard and Mary's ID, was plastered on the right hand side of the file.

"That should help with your investigation."

"How do you know about that?" No response. The presence was gone. The lights flickered on abruptly, blinding Brock. Once his eyes adjusted he saw that his room was left the exact same.

As Eddie looked around in confusion as a cloaked figure watched him from a rooftop one building away. The figures purple cloak blew in the wind, with only the various buckles fastening it to the pony underneath. Bandages caked the figures hands whilst they wore armored boots underneath the cloak. They had just gotten off a call with their lyre player when another call came in.

"Did Brock retrieve the file?" The voice of Nick Fury asked once the call was answered.

"Yes Director Fury."

"Good. You know what your mission is: keep an eye on the lot, but don't intervene unless things get too dangerous for them."

"Yes sir."

"Fury out." The call ended. A sigh escapes the Shield agent. Back to Ponyville. They jump off the rooftop, the cloak flowing in the wind like a cape. Whilst they disappeared in the night a black muscle car zooms in the empty streets. One could argue that the back end of the car was shaped like a bat.