SPIDER-MAN: Edge of Equestria

by Kapwnage

Rating: everyone
Tags: Adventure, Spitfire, Princess Celestia, Slice of Life, Crossover, Alternate Universe, Human, Main 6, My Little Pony: Friendship is Magic, Octavia, Soarin, Spike, Comedy, Cutie Mark Crusaders
Length: 13640

The Amazing Spiderman, must save PonyVille from the grips of Dr. Octopus.

There is a sequel, and a threequel to this...

For the longest time, peace settled in New York City. Young Peter Parker, otherwise known as the Amazing Spider-Man, got a long, relaxing break. No goblins, no rhinos, no lizards. But this will all change, as it always does for Spider-Man. He must save the day again, but this time, things have changed. Dr. Octopus has created a universal traveling vortex, that can teleport any being to a new dimension. Spider-Man must seek the help of Madam Web to grab hold of the new land he has fallen to: Equestria.
Adventure, and Action will pursue.

Published 2011-12-21 20:06:07 UTC
Last updated 2012-01-06 21:00:24 UTC

Intro: Good Times

(If you have no clue who or what Spider-Man is, please for the love of Celestia check this out: Marvel's Spider-Man)

Spiderman: Edge of Equestria

It was a regular old day in New York City. The sky was a stingy blue, skyscrapers stood tall and clean, and jets blasted overhead. All was so peaceful. A young man, Peter Parker, whom has an alternate name and lifestyle of fighting crime and kicking butt. Spider-Man! The abilities to stick to walls, spin organic webs, and super strength.

"Uh, excuse me? I believe the technical term is called 'Stick 'em' Powers."

Anyways; Peter has been Spider-Man for around two years now, and ever since he had that Spider-bite, his life had been changed. Today, will be another one of those rare occasions that he will never forget, a trip to Equestria.

_________________________________________

"Parker! Get in here!" A man at the desk yelled from a distant room. He had a scratchy voice, and one that would grow to be annoying.

"Yes Mr. Jameson?" Peter ran into the room, and ended his conversation with the secretary.

"I want more pictures of Spider-Man! The one's you took today we're crap!"

"Uh, ok. I don't know if Spider-Man is out today. It's been pretty clear since this morning."

"He's probably out somewhere, robbing a bank! Go on! Go get photos!"

"Jonah, I told you a hundred times! He's not the enemy!" Said Jameson's head editor, Robbie. He was a tall, good-willed, black man who stood in dignity and looked up to Spider-man for his talents and heroism.

"I don't pay you to kiss his ass, Robbie! Now go back to work!" Jonah got up from his desk and looked out the giant, glass window. He puffed on his large, expensive cigar. "Parker, if you don't... Parker?" He noticed Peter had left the room during his delightful conversation with Robbie. He turned back to look out the window once more, and his gaze met a blue and red spandex-wearing man, swinging on webbing. "There he is! Parker get back in here!"

Peter had other plans in mind other than to take pictures of himself during swinging. It never got his good side anyways. "I'll just have to find a problem, and fix it like I always do! Now where's a purse snatcher when you need one?" He thought, swinging around dark allies. Not a scream or yelp to be heard.

"Hmm, what to do. What- To do. Maybe I can go... Or maybe... Um... I never actually found myself looking for bad guys." He landed on a building top, and paced around a bit. "Pictures... Of myself. How could this be any more difficult? I could just make up stuff, and not show what I'm attacking." No more ideas came to head for Peter.

Just as he was giving up, and taking off his Spider-wear, distant cries could be heard from below the complex he was on. "Bingo!" He yelled, snatching his suit up in a hurry. He crawled down, and entered the building through the vents. As he came to a halt, a single vent hatch was in his way. Quickly tearing it off, he sprung down and landed with a soft thump. The wood floor was no match for his adhesive limbs, and he chuckled at the "Caution: Slippery Floor" sign. Dulling the distraction, he focused his Spider-Sense and noticed that one of his arch nemesis(es), Doctor Octopus, was stealing from a vault. The screaming was coming from outside the large, iron bolted doors. A single women, the cashier, stood in terror.
Spider-Man web-zipped the young woman to him, and told her to get out of the building, as the fight would be brought to epic proportions.

Continuing his search for Doc-Oc, he bolted straight into the vault area, and a large beam was met to his face, but easily dodged due to his Spider-Sense.

"So we meet again, Spider-man!" Dr. Octopus said, with a toothy grin.

"What's up doc?" Joked Spidey, slinging his webbing to dodge the bags of golden coins the enemy threw at him.

"Working on my newest creation: how to kill a spider!"

Doc-Oc kept tossing coin bags, but Spider-Man kept dodging them back. He spurt out a small mist of webbing, and it materialized on a bag, creating a web line straight to his wrist. He slung it straight into Doc's face, knocking him down. This was Spider-Man's advantage point, to attack the enemy at hand. He jumped onto Doc's chest and repeatedly punched him in the jaw. With his Spider-Strength, he could easily kill a human with one fatal blow at full strength. He had to lessen his punches, so it couldn't potentially kill the attacker, but wound him enough to go to jail. A few jabs in the side, and with a mean left hook; Spider-Man beat down Doctor Octopus without a sweat. It became a regular thing to beat villains like this.
Dazed, Doc was mumbling his plans under consciousness.

"Money, yes. Teleport. Science."

"What are you up to?" Spider-Man questioned to the unconscious villain.

The police arrived late, as usual. Traffic makes it hard for them to navigate around the city quickly. Peter didn't blame them, he was just happy he got some good photos while fighting. He thought to himself about what Doc-Oc was saying. Teleporter? Is he planning to make some sort of telepathic device? What it's worth, things may get interesting.

*Authors Note: This is by far, like any of my stories. It is not a reboot of Spider-Mane. For it's another Human in Equestria, but I make that human SPIDER-MAN! I get all my jokes and info from past Marvel Cartoons, Comics, and others. Please let me state: I do not own Spider-Man or Marvel Franchise in anyway possible. All characters are MARVEL. -Kapu0*

Chapter One: Interests of Science!

Peter swung home, and climbed through the window. His Aunt May, whom he lived with, was downstairs, doing the dishes. Quickly changing, Peter jumped back out the window and went threw the front door, so his Aunt wouldn't be suspicious.

"You're home early!" May called from the other room.

"Yeah, not many pictures today." Peter noticed the bills on the table, foreclosure. But discarded them from his mind, knowing that if he brought it up, Aunt May would be upset.

"Do you want lunch, dear?"

"No thanks, not hungry." Peter went to his room upstairs, and finished hanging up his spider suit. "No more crime fighting today, the way things have been, Spider-Man won't be needed!" He thought, grabbing the pictures out of his bag. They we're a bit blurry, but could be cleared out with photo editing. Only one shot was good. "Well that's a good one of my elbow," He looked at a picture that had an extended limb, covered in red and blue spandex. "or my knee."

Annoyed, he turned on the television to catch up on news. Nothing about Doc-Oc robbing that bank, though. Peter kept thinking of what the Doc said, "Money" and something about teleportation. Just as the thought left his mind, the news caster had something interesting to say, "Oscorp had over fifteen billion dollars worth of equipment stolen last night. Security officials say the culprit behind this hanus crime is no other than the villain known as: Doctor Octopus! Today, Spider-Man caught him robbing the bank, and the thief was sent to jail." The news caster chuckled at the odd names of which he spoke of. "I'll have to check it out!" Peter said aloud. "Oscorp must have something he wants." Peter ran back downstairs and bolted out the door.

Arriving back into downtown, he slipped into an alley and tore off his normal wear, and became Spider-Man once more. The suit rode up his crotch a bit, and became uncomfortable, but Peter had to deal with it. He web-slinged down to Oscorp on the other side of the city near Manhattan. Enjoying the cool evening air as it breathed through his suit. The sun began to set on the horizon, and the buildings illuminated a bright dingy orange and red. "No time to stop for the sights!" Parker corrected himself. He landed straight on the Oscorp skyscraper that stood tall and proud among the others. Crawling down into the doorway, Spider found an elevator in the main lobby. He jumped and went down the hatch to see the labs all torn apart. Pieces of expensive equipment strewn all over, and large mechanical tubes we're crushed. This was Doc-Oc alright, it had his work all over it. Quite literally.

The spider crawled around the damage and inspected it for anything in particular missing. And their was, aside the mass amounts of wires connected to nothing. From what it seems, a console was ripped from where it was placed and some sort of generator was stolen. Some scientists we're crushed under the rubble, yelling for help.

"Spider-Man! The gas lines were damaged!" A scientist pointed at an LCD screen that showed the damage. The gas chamber was leaking fumes, as the scientist warned.

The bare wires from the stolen console created a spark, and the air was lit on fire. A giant explosion erupted empty barrels, tumbling over fleeing scientists. Spider-Man had to act, fast! He shot some web out with a satisfying, "Spurt!" and it stuck to a pipeline that read, H20. He pulled at the webbing, and the pipe's bolts busted off, spraying water everywhere. Now that the fire was cleared he needed to save the crushed civilians. He lifted up a large fallen screen, revealing squirming scientist trying to escape. They ran out, calling for assistance, despite the fact that Spider-Man was there to save the day. Most of the others helped friends up. He continued to lift fallen objects with his strength, and used webbing to support the walls as they crumbled. Oscorp was coming down upon them all, and Spider-Man wouldn't let anyone die.

The real problem struck when Doctor Octopus came back. He threw barrels at Spider-Man, but met the match of his Spider agility. He jumped and dodged every barrel. Even webbing some back in his face.

"You're destroying the lab!" Doc-Oc scolded.

"Me? Why would I- Oh nevermind." Spider-Man swung up to kick Doc's face, but his mechanical arm grabbed his leg and smashed the Spider into the wall multipul times. A headache slid up the Spider's neck, and entered his brain. He had to stop this madness before so many innocent people get hurt. He shot a straight web line at Doc's legs, tripping him over. He then use his oppisite hand to spurt a web line onto a large crate above Doc's head. He yanked and the whole thing toppled down. Doc's arms cought the crate, but not in time. The contents inside busted out the bottom and fell upon him. Meanwhile, Spider-Man grabbed the largest amount of people he could hold, and ran them outside. The rest made it out just in time before... The building collapsed before itself, with Doctor Octopus still in it.

"He's... Gone!" Spider-Man cursed under his breath. He let someone die, and took the responsibility even if it wasn't his fault. I should have saved him, regardless. He doesn't deserve death.

Parker swung around the city's desiccated night. From the happy day, it's turned rebellious. He has only one good picture, almost no money, and killed another human being. The last thing thing he needs now is another fight. Just something to take Doc's death off his mind. Anything that won't harm anyone. "Why is it that everything I touch turns bad?" He thought grimly. Suddenly, a large crash, followed by a blue streak of lightning pierced the night sky. No matter what, Peter has to find out what that was. He swung on his webbing as fast as his webbing could even take him. Flying threw the streets of southern Manhattan, Spider-Man was met by a large complex near the river. It was radiating large quantities of blue light. To the (regular) human eye, it could cause blindness! Spider-Man leaped to the glowing building and jumped through a rather large hole in the ceiling. With a dull thump, he landed and was crawling about the premises.

What really caught his eye, was the figure standing before the large, blue, illuminated gassy looking sphere. He had four extra limbs, all metal tentacles. It was, indeed, Dr. Otto Octavious himself. He was staring into an abyss of blue light, that rapped around a giant sphere. It exhaled gasses from inside, from what Parker saw. He snapped a few pictures with the camera he brought along. Dr. Octopus was getting ready to jump inside this giant sphere, and he thrusted his legs up. Spider-Man spun out a web and caught his back, but the force was way to strong. He was pulled in as well.

_____________________________________________

Darkness, and nothing but darkness. Peter saw nothing, though he was sure his eyes were open. Images flashed before him, and in the fraction of a millisecond, he was falling. The rush of adrenaline came to his throat and he had to think, fast!

"Fast! Very fast! Gotta... Oh no!" He realized that with nothing to sling from, he was doomed. Thinking of a clever plan, he thrusted his palms together, where his organic spinnerets met. He shot a web mist out both wrists and a very light film was formed, making a makeshift parachute. Peter floated safely down, and began to grasp his bearings. Everything below him was a forest. Every single tree was a healthy green.

Spider-Man landed lightly on a rock, and just as fast as he got there, his spider-sense went berserk! He leaped into the air, and a giant paw swung under his behind. He webbed his attacker in the face, which turned out to be a... Lion? No it was obviously mutated. Much bigger than the lizard. Madder a fact, he's seven times smaller than this beast. It had wings of some sort of bat! Spider-Man spurt more webbed mist in the animals face, slowing him down. This gave Peter time to book it! With the thing still chasing him, he used his left spinner to swing, dodging a river and sending the creature right into it.

"Woah buddy, I'm not your lunch! Go eat someone not my size!" He yelled as the creature, now in the river. Parker was just too fast for the monster, and it was left behind. After a good twenty minutes of swinging in a random direction, Peter sat in a tree and facepalmed. This was gonna be a long day "Where do these guys come from?" He emptied his spider-boots and dirt emptied on the ground.

Half an hour later, Peter slowly slid off his mask, and rubbed at his face to ventilate some frustration. The webbing details on his gloves (suit) gave off a scratchy feeling on his skin, similar to sand paper. Still sitting in the tree, he looked around the area. He was indeed in a forest, and it seemed pretty thick.

"What's that weird smell?" He said aloud to himself, "Oh yeah, fresh air." He chuckled. "I feel dirty, and not the hey-let's-go-clubbin-way."

******

Miles away from Spider-Man, Dr. Octavious had teleported into a river. He thrashed around and came out soaking wet. He grumbled in disgust, and put his beam-goggles back on. He ditched his long overcoat, for it was very heavy when soaked. His extended titanium limbs stretched out and crippled the soft land, leaving huge imprints of the three star-like prints. He chuckled at the thought of Spider-Man thinking he was dead. No longer a bother to me! Now where to begin my plans? He checked around, and got a feel of the hot air, and clean water. This dimension is perfect for his master plan. It will make him a god, and they will worship him for what he has done for science!

He began to slowly unpack his science equipment that was sent through the porter as well. Just about finished, a giant lion-like creature came out of the river, and attacked him. He thrusted his left attached tentacle to get a hand on the creatures side. It went back down to the river with a crack, and a large dull 'THUD!' echoed. Doc wiped his brow, this was gonna be a long day.

_____________________________________________

5 Minutes earlier:

A gleaming morning in PonyVille, it was. Twilight sat in her bed, thinking of what to do. Get up, fix up, eat, go out. She had to organize her day, to make it a good one. Hopping off her bed, she opened the window and enjoyed the fresh aroma of muffins coming from the bakery. The hot air and the cool breeze just added to the delightful morning. She woke up Spike and had him clean up while she went to buy breakfest. On the way to Sugar Cube Corner, Twilight ran into Dash, whom had urgent news.

"Twilight! Something just landed in the Everfree!" Rainbow Dash yelled at Twilight's face.

"Rainbow Dash, cool your hooves! What was it?"

"I dunno! That's why I said 'Something'!"

"Uh, ok well we can't really do anything."

"We gotta check that out!"

"I'm not going in there, it was probably just a bird."

"No, it was way bigger than a bird!"

"Alright, get the rest. We'll look into it."

"Gettem' in ten seconds flat!!!" With the last word, Dash flew off in a heartbeat.

Twilight facehoofed, this is gonna be a long day.

*Authors note: This is gonna be a long day :P I'm releasing alot of this chapters really fast! I would finish TDG: Reboot. But I took an arrow in the knee!*

Chapter Two: Dimensional Discussions.

Peter brushed off what mess was on him, and put his spider mask back on to hide his identity but soon remembered hes alone in this forest. So, he tore it back off and webbed it to his side. Moving down the tree was awkward, because of it's shape, but his legs we're sore and he didn't feel like jumping off. Even Spider-Man needs a break sometimes. After some thought, he moved forwards towards what civilization lied ahead. He caught a glimpse of it while skydiving. It couldn't be more than five miles north, Peter thought. Traveling was not the problem, for his legs healed quickly and no longer hurt. It was navigating around the forest. If he gets in any more fights, the problem would be the chance to get turned around; this was a difficulty that Spider-Man would have to keep at bay. He started in a full blown sprint, and the soft mushy grass indented in his footsteps. Where-ever he was, it was healthy. The air was so very clean and fresh, not polluted like New York and it's levels of smog. Especially always being so high up in the sky all the time.

Parker felt good to let his lungs en and exhale deeply. He could run faster and longer. His webbing seemed whiter and much stronger. Maybe this place ain't so bad. But the dangerous wildlife could cost him his life. A rustle in the bushes to the left make Peter's spider-sense go off, and he quickly snatched on his mask. He crouched down into a combat-stance, and readied his spinners to get the advantage. Small giggles could be heard from the bushes and actual words were being spoken.

"What is it?"

"I dunno!"

"It's weird!"

"Ah dun know, this thin' looks dangerahs."

Peter felt like he was being watched, so he called out to the voices. "Hello? Is anyone there? Show yourself!" He demanded.

"He speaks pony!" A voice whispered to another.

"I speak what-now?" Peter stood back up, and shot his webbing into the bushes, and hit something fleshy. Direct-hit!

"Ahh! Help!" The voice cried, giving Peter satisfaction that he caught what was talking to him.

With a small yank of the webbing, a small horse came into view. It was light-blue, even cyan, and it's hair resembled the color spectrum! That's odd, animals usually don't have those colors. But I can't just say that, because I'm a human contradiction myself. Whatever it is, it looked freakin' ridiculous and pretty adorable at the same time. He stood taller, and released his webbing from the horse, though the ending to the web was still stuck to it's side. Which caught Peter's attention. It was attached to it's wings! This horse had wings, and some sort of tattoo on the flank of it. The poor creature just stared at Spider-Man, scared for it's life.

"Uhh, excuse me? Who's horse is this? I said show yourself!" He spurt out another line of sticky webbing, hitting another target. It screamed.

The same thing happened, but it was a purple horse. With a horn. What the hell is goin' on here? Was I drugged ? Peter thought to himself. I've seen some serious stuff in my life, but this is just bull shit! I mean, horse shit! The two horses stood low to the ground with stubby legs. They looked terrified!

"Who in the right mind has horses like these?" Spider-Man questioned, even chuckling a bit. This is so outlandish!

"Horses? By far. We're ponies!" The purple, 'pony' replied. In English. Talking. Pony. Does this even make sense now?

"Uh," Peter poked one, and it was very much made of flesh. "So this is not Mysterio's work."

"What?" The blue pony questioned.

Peter just stood there and stared at the two small miniature horses. I'm dreaming. Hah! That's it... I'm dreaming! There is no possible way in science's name that this is even possible! Did Doc knock me out or something? Am I crazy? This is not reality! Horses can't talk!

Another four ponies came from behind the rustle of bushes. One was pink, another was yellow! Plus an orange and white one.

"That's it! I've lost it!"

"Lost what?" The white unicorn replied.

"My sanity!" Peter yelped.

"Um, we're perfectly real; As are you." The purple one responded.

"Your talking, colored, ponies. With wings and horns! What's next? Magic?"

"Actually, we do use magic."

Peter facepalmed. "And I can fly." He sarcastically joked.

"Really?" The blue one asked, tipping its head left to show curiosity.

"No."

"Well if we weren't real, could we do this?" The bubbly pink pony asked with vigor as she jumped up and down.

"Anything can do anything if it's not real."

"Listen, we're totally real. Why wouldn't we be?" The unicorn questioned.

"Because I think I'm going crazy."

******

In a flash, Peter was in a scarlet covered room. Spider webbing ran along the sides and met to a machine, which looked like a giant mechanical spiderweb. A single lady was sitting in a chair, with a visor over her eyes. Spider-Man knew her. It was Madame Web, the crazy old coot who always gave him the right advise.

"Crazy old coot huh?" She prodded.

"Right, I forgot you can read minds."

She stared at Spider-Man with a mean gaze, then began: "Young Peter Parker, you must find it in your heart to accept differences. You are in a different dimension, in which is nothing like your own! These beings want nothing but to help you, and you will need all the help you can acquire for the battle of a world. Hospitality is the key!"

"Different dimension? Help me? Battle of a world? Young?!" He questioned, a bit aggrovated.

"Let your heart find the way to the right passage." She faded away, with those words in mind. The whole building around Peter collapsed into mist and he was suddenly back to where he was standing: a mudpit of insanity. "Deja Vu" He thought.

"Hel-lo? Anyone there?" The pink pony joked.

"Huh-wha? Oh. Sorry I was... uh... Thinking."

"About what?" They all asked.

"About how I'm going to leave this dimension."

"Leave this dimension?" The purple unicorn questioned.

"Well having a legitimate conversation with a talking purple unicorn is enough to show even insanity can't go that far. I guess you are real. That only explains one thing. I'm not from this dimension."

"What's a dimension?'

"A universe separate from another. Where the laws of science can differ."

"Huh, that's weird."

"Tell me about it! I'm in one."

"So what are you gonna do?" As they conversated, the ponies stared at Spider-Man's bug-eyed mask. One attempted to even poke at it.

"I don't know, maybe build a rocket ship and fly out of here- I honestly have no clue."

"Oh! oh! Can we keep him? Pleeaaasee Twilight?"

"Excuse me? Ya know I can understand you." Spider-Man Interrupted.

"Pinkie!" The unicorn scolded, but thought of an idea. "Well you do need somewhere to say right? You can't just stay out here alone."

"Well I- Uh. Ok? Where do I go?"

"Just follow us."

"Right, follow the talking purple unicorn."

"Stop calling me that! Call me Twilight. Twilight Sparkle."

Spider-Man facepalmed. "I still see they have vampires in this dimension." He muddled.

"Vam-whats?"

"Nevermind, lead on Twilight." What a corny name, he thought.

________________________________________________________

Somewhere far off in the Everfree, Doctor Octopus was setting up his lab. Using what metal he brought along, he build a small base. It had all the necessary science materials to build the portal again, but there's no way he could tell where it would take him. For all he knew, there was no real definitive way back to earth. He'll just have to find a way to harness the energy. Unfortunately, he had no power but what was coming from the generators, which had to have an ultimate power source. Luckily, he remembered to bring a solar panel, which must have landed with more supplies somewhere.

________________________________________________________

Peter followed the six ponies back to where-ever they lived. The pink one woulent leave him alone, and the white one kept checking him out. "I feel like I'm on display." He mentally told himself. They led over bridges and a large mass of forest. Twilight tried to start a conversation, but she couldn't grasp her words, knowing that an alien is right behind her.

"Hi I'm Pinkie Pie! And your weird!" The pink pony yipped.

"Oh I'm weird? Your the talking pink pony, and I'm weird?" Peter joked. He would have to listen to this until he got back to New York City.

"Pinkie! That's no way to treat an alien!" The white one stopped in front of Peter, and held out a hoof to shake. "Hello, my name is Rarity."

Peter looked confused for a second, but remembered they can't see his expression under this mask. He thought that no-one nor nothing knew him here, so he could risk taking it off. So, indeed, he tugged it off and the ponies all stopped and gave him an even darker glare.

"Wow your ugly!" 'Pinkie Pie' Said. Another corny name.

"I'm ugly? Your a horse!" Peter laughed.

"Why do you wear that?" Twilight poked his legs. Peter stood much taller than the ponies, they met his waistline. The spandex he was wearing gave off the vibe that it was organic skin.

"Uh, well. I'm a super-hero!"

"Really?!" The blue pegasus potentially jumped him, instead just met at his face, noses touching. Or snout and nose, whatever.

"Uh," Peter backed up. "Yeah, why?"

"We have those here too!" She smiled widely, still hovering with her little wings flapping.

"Huh, that's interesting."

"We don't have many, thought." Twilight fixed. "Not too many problems where we live."

The seven continued to walk, and Peter wondered, "Where do you live?"

"Poneh Ville." The orange, hat-wearing pony stated. She had a southern accent.

"You named your town after ponies too? What's next on the list?"

"Um, well you're in Equestria."

"Oh geeze." Spider-Man faceplamed. The word "Equestrian" means, from what he remembers, "horseback riding." So everything here is named after ponies. I'm happy I'm human... Well, part human anyways.

As they walked, Parker noticed metal sheets around. They seemed clean, and freshly lodged into the soft dirt. He looked up and noticed more flashes of blue. Science equipment was falling from the sky! "Why though?" He thought. Doctor Octavious must have sent things through the portal so he could continue here! That means he's in this dimension as well! Well there goes the ethereal feeling.

"Run!" Spider-Man said, putting his mask on. He started to swing from tree to tree with his thick webline. The branches had barely no support on his weight, but he could still haphazardly swing. The ponies looked at him weird, but looked up as well and bursted into gallop. The pegasus(es) Flew out of the way and tried to dodge what was falling. A giant container flashed into view and fell at light speed straight onto Twilight. Spider-Man quickly spurted a web line from one tree to another and made a thick spider-web. It caught the metal contraptions, but the web tore open and everything fell to the ground in a loud crash. Twilight, luckily, had time to get out of the way. Peter's spider-sense buzzed and he quickly jumped in a random direction, saving himself as well. The seven protagonists finally made it out of the line of fire, for now.

"I thought you said you couldn't fly!" The rainbow-haired pegasus questioned.

"I don't. I swing. Oh and by the way, my names Peter."

*Authors note: He has his organic webbing, not technology based. Just to make that clear. Everything is organic, and not synthetic."

Chapter Three: Psh, show off.

As they traveled to town, Twilight and Peter had a long interesting discussion on dimensions and why the heck stuff was falling from the sky. The other ponies kind of butt in on their conversation, and introduced themselves. Rarity, Applejack, Fluttershy, and Rainbow Dash. Most preposterous, silly, and ridiculous names ever to exist. Spider-Man could not possibly take them seriously. Aside the odd conversations, the group finally made it to the town, which was verily named "Ponyville". It was a very modest village, and seemed well taken care of. Peter was amazed by all the colors of ponies. Pegasi flew about the clouds, and the rest milled about; carrying on their lives. Ponies in Equestria were a lot like humans on Earth, in a benifactual way. They worked and lived like humans did. Though they were different in so many characteristics. The buildings were not made of concrete or even synthetic materials, it was all naturally made of wood, stone, and brick. This caught Peter's attention. The pony lifestyle was very much alike the medieval era! There were no police, no cars, no lights, no actual streets. No factories, no laboratories, no real hospitals. The only thing that came close to a center was a school or a nurse's office. Peter was gonna hate it here, he could feel it even without spider-sense. Not to mention that there are no tall buildings to swing on!

"Here we are! Ponyville." Twilight chimed.

"Home sweet home!" Pinkie Pie smiled.

Peter just stood to marvel the town. How could ponies even build? They don't have fingers!

"You alright?" Twilight asked Peter.

"I'm fine." Peter slipped on his mask. "Lead on."

"Yah know, somepony mi' take yah as a monster with that get-up." Applejack stated. "Those eyes are li' staring inta' meh soul."

"Well what else do I wear?"

"Can't you just go naked? We do it all the time!" Rainbow Dash inquired. Peter just stared at her for a good five minutes. His big, white shiny spider-eyes made her extremely uncomfortable. He realized that ponies are different, and don't need clothes so he can't scold her. She didn't know any better that humans need privacy.

"Not gonna happen, let them be scared." Peter coughed out, "I think I'll just keep my junk to myself."

"Uh, ok. Sorry." Dash noticed he had a different... Structure. Even going so far as to shape out his body figure. His muscular appendages, and thick legs. Dash also noticed he stood on two, and the others were freely moving.

"I must say, darling, those colors you wear are absolutely gorgeous!" Rarity complimented.

"Hey thanks! Finally someone likes it! I made it myself." Peter laughed.

"Oh? You have a great taste in looks."

___________________________________

Doctor Octopus finally finished all the setup he needed. The console sat very crooked on the lazily placed metal flooring. He got angry at the crappy layout of the building, but would have to get use to it, because until he recreated the portal, he was stuck here. Doc anticipated the feeling of being back home. Who knows, this dimension could be totally inhabited, despite the fact that it is overgrown with healthy green foliage. A species could really survive on this planet, from what he's seen.

He traveled around a bit, and found all of his gear spread out alongside the land. Most of it wasn't damaged, though bent up a bit. He started collecting everything, until he noticed something on the trees... Webbing...

___________________________________

The afternoon sun loomed in the sky. The day's air felt very dry, and Spider-Man's mask was not what you would call, airy. His mouth area became wet, and increasingly uncomfortable from long use. The ponies stopped around a park, from what it seemed. Peter's spider-agility was no use, exhaustion took over. He teleported when it was late at night, and now he spent a whole day in this dimension without sleep. To regain some composure, Peter leaned against a tree. His spider-suit scratched up against it's bark.

Everyone in the town stared down Peter as they passed. He stood so much taller as he leaned against a tree, and looked like something from a comic book! Most of the ponies cowered behind bushes and signs. A mother pegasus pulled her little filly closer to her as she passed. The ponies, he knew, also had innocent faces on. They knew that this was causing quite a stir. A small group of three fillies came up to Peter, and he kneeled down to meet their height. They looked into his bug-eyes, and he looked back. They were honestly very adorable.

"What are you!?" The orange pegasus filly questioned, poking at his face. Rainbow Dash scooped her up, and scolded. The other two circled around him.

"Hi! Ahm Applebloom! Who, ah mean what, ah you?!" The yellow filly asked, she had the same accent as Applejack.

"Applebloom! Be kind ta guests!" AJ scolded as she set the small filly in the grass.

"But-but-but, it's so cool!" She also prodded at his face

"Heh, thanks." Peter patted her head. "It's alright Applejack, kids are always like this." With his words, AJ backed up, and let Applebloom approach Spider-Man again.

"What ah you? You look li' a spidah."

"Exactly. I am a spider. But not one that lives under your rugs."

"Can you do everythin' a spideh can?"

"Yup!" With his words, "Spurt!" he spun a web up to the tree that stood high above. He pulled his "web yo-yo" trick and hung upside down, still looking into the filly's happy gaze.

"Woah!" She yelped, backing up to appreciate his moves. "You're so awehsome!"

Peter chuckled at her accent, and nodded still upside down. The third filly cowered behind Rarity, and he noticed they must be related. Twilight approached him, looking at how he spun his webbing. The odd posture of his hands created the webbing.

"How did you do that?" She asked, looking very interested.

Peter crawled up the web, and made room to jump down. "The same way's a real spider would." He landed with a small thump of the grass below. "Proteins in my system created a very strong silk, and it's stored in an organ in my wrists."

"So you really are like a spider? No magic?"

"Where I come from, magic is only dust and illusions." Peter thought of his battles with Mysterio.

At this point, Twilight was very interested in Peter's abilities. He seemed so normal, yet so different. "Wow, what is your dimension like?"

"Well, it's nothing like this, let me tell you that." He crouched again, and leaned against the tree to meet her eye level. She backed up more, to give him room. "We are called, 'Humans'. A species of extreme intellect. I'm not like a regular human though, I have acquired powers unlike a normal being."

Twilight had her jaw open a bit, and was way to focused in the conversation with Spider-Man. She wanted to take notes, badly. Rainbow Dash interrupted, "Can you do more tricks, pleaseeeee?"

Spider-Man lightly back flipped onto the tree, and stuck to it perfectly. He was upside down, and his head protruded in an odd angle to look at the ponies as they marveled his powers. They all backed up even further, and he zipped to another tree. They all turned their heads, and gazed upon his mastery. With a flick of his wrists, and the posture of his fingers, another web spat out of his hand. Twilight payed close attention to his graceful movements.

Peter swung and let go of the web, landing on the ground with his usual landing position. Heels touching his behind, right hand stuck to the ground with fingers spread, and left arm stuck out to keep his balance. This was normal for people, or ponies, to wonder at his agility. The small crowed of ponies clapped their hooves together.

"That was spectacular!" Twilight gleefully yipped.

"I would say, Amazing." Peter laughed.

*Authors note: Pun intended at the end :P Hope you liked the picture! Thanks for the support, true-believers!*

Chapter Four: Suspicious Suspenseful Spider-Man

Chapter Four: Suspicious Suspenseful Spider-Man

The time at the park was very enjoyable for Peter. He never got the attention he deserved from the locals in New York. The rush of being Spider-Man came back once again, and he felt like a whole new person. This Equestria place sure does make an impact. Everyone is so hospitable and happy, though not all the ponies trust Peter the way Twilight does. Fluttershy hasn't looked at him since she first seen his bug-eyes, and Rarity won't really talk. Applejack is just amazed at his strength, meanwhile Pinkie is just having a real good time. Rainbow Dash, on the other web, won't leave him alone. She asking so much out of him, he hasn't done this much aerobics since he was first bit! Series of major high jumps, and flips. Lots of tree climbing and hes used almost five times as much webbing as usual. His organic spinners are getting sore and plushy. Even his webbing is running really thin, like cobweb. Peter trembled at the thought of spinning cobweb. It's so very awkward to push out of his wrists, because it comes out in globs. He always prefers clean, straight zips of webbing.

He could even feel his arms getting tired, despite his mass amounts of stamina. Whenever he went upside down, the blood rushed to his head, which never happens. The proteins in his system were running him dry of power, and he couldent jump as high, nor his adhesiveness was as good. Every part of his body was sore. The usual Spider-Man dried out, and he became brittle.

"C'mon! Do that flip again! It was so sweet!" Rainbow Dash tried to mimic him.

"Sorry, I'm getting really tired. And hungry!" Peter fixed.

"Rainbow Dash, I think that's enough for today. He's really tired, just look at him!" Twilight trotted to Peter noticing his body was more limp than earlier.

"Are you alright?"

"Yeah," Peter stood up, his tendons stretched and pulled. "I feel like Rhino just sat on me."

"Who's 'Rhino?"

"An old enemy of mine."

"Huh, he was a Rhino?"

"Sort of."

"Was he human too?"

"Sort of." Peter chuckled, remembering Rhino's terrible comebacks.

"Did you beat him up?" Dash questioned, and had a squeak in her voice. She wanted to hear his stories. Badly.

"Yeah, he was robbing a bank."

"Tell us about it!"

"Ok, well......"

**************

"Give it up Rhino!" Spider-Man yelled at the beast.

Rhino was a real brute. He was a criminal before his transformation, which included bonding a super-polymer to his skin. It gave him unique strength and durability. He was like a wall to Spider-Man, a wall that could be knocked down. Of course, Rhino was one of the enemy's that was amusing to Spider-Man. Often calling him, "Fatty."

"You give it up!" Rhino yelled as he chucked cars at Spider-Man, whom was clinging to a wall.

Spider-Man jumped to the ground, dodging the car, but wincing at the damage it did to the bank. "Seriously Rhino? Is that all you got? C'mon fat-so!"

The Rhino growled, and dropped the rest of the money he had in bags, as Spider-Man planned. Quickly webbing it up, he swung up and got closer, so he could pull off his attack. This proved to be a bad plan, the Rhino swooped his head, and smashed the Spider through the Bank walls. He had to get the Rhino somewhere no-one would get hurt! Either that or take him out quickly. Option two was the only way to go.

Spider-Man got closer again, this time jumping in mid-air; also called "Breaking the laws of physics". He webbed the Rhino's horn, and yanked it to the ground. Rhino's only exposed, real, skin crashed into the pavement. He went down, and had a hard time getting back up.

"I thought you were a Rhino! Not a turtle!" Spider-Man laughed.

"Oh when I get my hands on you!"

"You'll what? Sit on me?" With that, the Spider splashed out a mist of webbing and pinned the monster to the pavement. He wasn't going anywhere but to jail now. That wouldn't hold long though, Peter sighed.

**************

The ponies sat and stared at Peter's eyes, jaws agape.

"And then what happened?" Dash chimed.

"What do you think? He broke out of jail two days after and attacked the same bank."

"Haha! What an egghead!"

"Tell me about it. It was a regular thing for him to attack a bank."

"I don't get why bad guys attack banks. Why don't they just steal what they want instead?"

"Because they're stupid. Why else?"

After a good hard laugh together, Twilight finally spoke up. "It's getting late and I have to put Spike to bed."

"Who's Spike?" Peter queried.

"You'll see." Twilight smiled with a very playful grin.

The ponies all went home after farewells. Dash made sure that Peter would be open to watch her fly around and after some begging, he agreed. Fluttershy flapped her wings and flew away in a rush. Rarity didn't say a word because she didn't trust him that much. In fact she even wanted to talk to Twilight about how suspicious he is.

"I don't think it's very safe to have him around. What if he hurts you?!" Rarity disordered.

"I think he's just fine! He seems very good-willed at heart, and he's even saved other lives before. How could you say that? Not to mention how much I could learn from these so called, 'Humans'.".

Applejack joined their conversation and put her two sense into it. "Ah agree with Rarity. He seems good. Bu' wut if eh pulls a Discord on s'all?"

"He won't, I can feel it. I'm disappointed in you two!"

"Well we're still here if you need us, Twilight." Rarity calmed.

Twilight huffed away, and met up with Parker. She looked a bit annoyed, but he knew why. He was the alien in another world, and randomly came into their lives. It makes sense why they don't like him that much. Twilight showed so much interest in him though. Maybe she's just curious.

_______________________________________________

Doctor Octopus ravaged about for half an hour before he finally found all the equipment. The moon was just peaking on the horizon and clouds started to block the sky. A slight mist of rain fell down, so Doc-Oc rushed back to his base of science. Any wet gear would mean goodbye Earth, forever. When arriving back, he noticed a few slight things out of place. He ran to the door, and yanked it open...

Everything was gone. All his screens, consoles, energy outputs. All gone. Even his walls were gone. Nothing was spared but a wall and a door. Doctor Octavious flipped his arms out of control, and raged at his loss. He knocked down trees, and picked up a bolder to chuck it with his tentacles. He was outraged, no.... Furious! Who or what would take his stuff?!

_______________________________________________

TEN MINUTES BEFORE:

"A tree? You live in a tree?" Peter questioned. This was getting more ridiculous every minute.

"Well, uh. Yeah. A library." Twilight expressed.

"A library too? Huh, ponies can read now."

"We always could. Can't you?"

"Well of course! It's just weird for ponies to."

"Why?"

"Well first off, your a pony. And second, your a pony. Must I convey?"

"Ponies can't read where you come from?"

"Ponies just eat, sleep, and poop where I come from. Mostly show animals."

"That sounds.... Interesting..."

"And are used in kids cartoons, like My little pony."

"Cartoons?"

"Oh right, you guys don't have TV's. Forget what I said."

The two walked in the library and were met by the soft glow of candles that illuminated the large room. First thing Peter noticed was the mass quantities of books on shelves. She was right, ponies do read. A lot.

***********************

Peter climbed in the spare bed that Twilight offered in the guest room. He felt a bit of privacy, so he slipped the top half of his suit clean off. His skin was raw and sticky with sweat. As if it couldn't get any worst, he had a slight stinging sensation followed by an itch. The rough webbing details of his gloves felt great on his back. The one thing he want and needed most right now: A shower. And aside that, some food! His mouth began to drool a bit.

Spider-sense! An odd feeling lingered in the back of his skull. He knew something was happening. He slipped on the rest of his suit and looked out the window. A large boulder came flying into distance, and it was heading straight for the house next to the library! He had to act, fast! Jumping out the window, he web-zipped from the tree to the neighboring house. The boulder was going to make impact extremely soon, and it moved fast; faster than Spider-Man could zip. He smashed through the glass window, and grabbed the pony inside. She flipped out and screamed, along with kicking and jabbing Peter in the side. He ignored the pain, and jumped out the window he once broke. Glass split his suit up badly but he had to save that pony.

"BOOSH!" The large bolder made contact with the roof of the house, and the room was crushed.

"Your welcome." Spider-Man said with painful triumph. He was running off pure adrenaline and it surprised him that his webbing wasn't dust.

Chapter Five: Pacifist no Longer!

The pony just stared at him for what seemed like an eternity in the rain. He looked away towards the house and it had indeed crushed the room she was in. If Spider-Man had not been there, she would be dead. Either that or splattered all over. The boulder went through her bedroom and out the front of the house, creating a massive whole. Peter checked the damage, and made sure no other pony was inside.

"My... My house! You destroyed my house!" The little pony said. Her mane and coat was fuzzed up. With her blank expression, she looked absolutely befuddled. Peter was surprised that she wasn't scared of him; him being the alien and all. "All my instruments!"

"Listen, I'm sorry but-"

"Julie!" She screamed.

"There was another in there?!" Spider-Man yelled, getting ready to jump into the rubble.

"Yes! My cello!"

"Oh," Spider-Man facepalmed. "then nobody else got hurt."

"My cello!" She dived into the rubble, despite the glass shards and splintered wood.

Spider-Man stood up straight and started to become annoyed. He spurt a web line to the ponies hind hoof. She tried to jump, but landed on the ground with a "thump!". She growled and went after Peter, whom became surprised at her sudden aggravation. She thrashed her hooves at his legs, but couldn't get his face because of height differences. He grabbed her hooves and picked her up, but being gentle. She was a nasty one, if that.

"What's your problem? I just saved you!"

"You destroyed my house!" She growled again, "I've seen you at the park today. I know what you are." She squinted her big, round eyes ."You're trouble!" She kicked at his face, still hanging in the air by her two front hooves.

"I didn't do that! Actually, I have no clue what did." Peter murmured.

"Yes you did!" She began to sob in his chest, dampening his suit. She was pathetic, and absolutely adorable. Her black hair and gray coat reflected the moon's light. The rain fell harder, adding to the moment.

Peter was use to random events occurring, but not like this. Some random defenseless little mare was sleeping, when an alien busted through her window and yanked her outside. Not to mention the whole half of her house being destroyed. She continued to cry as Peter held her so he adjusted himself and sat down; cradling the stricken mare. After a short time alone, ponies crowded the house that collapsed. They whispered to each other in secrecy. Peter sat the crying mare where friends could care for her.

"Why would you do this?!" She cried, plopping down in the grass with her forehooves covering her face.

"I- I didn't!" Peter stated, trying to calm her down. If he would be accused, everyone would hate him! This is not the first time that happened. Remembering the incident with killing Osborn, Peter shivered.

"Peter!" Twilight ran up to Spider-Man, whom overlooked the incident. "You saved her!" She hugged his waste very tightly. If it weren't for his spider-strength, he'd be in pain. Ponies are strong!

"I saw the whole thing from my window! The boulder came from the forest!"

"Yeah, that's what I'm saying!" Peter agreed.

"What would do that though?!"

"I have no clue. Whatever it is, it's strong. Stronger than me."

"We should go see!"

"Let's just get out of here before I get accused even more."

"Alright."

**********

Octavia sat on the ground with her friends as they watched her house crumble. The alien came and destroyed her house! Her music, her instruments! For a minute, Octavia pondered at the thought. Her wonderful Julie was still in there, amongst the rubble! Maybe something was salvageable...

"It's ok, honey. You can stay with me." One of her friends, Lyra, cooed. "I'm sure that you can find another house somewhere better!"

"T-t-thanks Lyra." Octavia sobbed. The warm embrace of her friends helped the situation.

Secretly, in her mind, there was only one word that came up: REVENGE!

**********

Doc sat on the ground and slapped at his thoughts. This reality has gone all wrong. It feels like a nightmare. No longer could he conduct experiments. No longer could he see another human being. He was alone. Forever. Forever to be helded upon the grasp of insanity. Forever to love nothing. Forever to see nothing. Forever nothing.

He continued to sit and secretly pout to himself. Would he seriously be alone for the rest of his life? Was suicide an option? More awkward thoughts came to mind.

**********

Octavia sat on the soft couch that Lyra had to offer in her house. "Tonight feels like a nightmare." She thought. A nightmare that would never end. No longer would she have the sweet sound of her music run around the atmosphere. No longer would she be able to play the soft strings of her cello. No longer would she enjoy music.

She wanted to kill that spider, alien, thingy. She wanted to take her cello, and smash it on his head a million times. Her eyes began to water some more as she thought about no longer enjoying life without her beautiful Julie. Wait a second. Revenge. That's just what she needs! Revenge would make all her problems go away.

**********

Doc stood up, continuing to smash his iron limbs into the rain-soaked mud. He wants revenge on whatever stole his equipment! He smashed the ground again. He wants to peel their skin off! SMASH! He wants to rip them limb from limb! SMASH! He want's to... he want's to... The soil gave hold under him, and he tumbled down into a dark pit. Big, loud creatures howled and barked at the sudden change of roofing. Doc thrashed around in panic and hit something fleshy sending it down the tunnel. He fixed his blurry gaze and spotted his attackers. Two giant bull looking creatures. They were bipedal and looked as if were actual dogs.

"Ah! What is it?!" One dog barked.

"I don't know, but it looks angry! Let's get outta here!" The smaller one yipped, backing away.

Doc stood up and brushed off what mud stained his shirt. He spun around and looked up. The rain was slowly puddling the hole and more dirt crumbled from the holes creation. Doc started to wonder around until he fell upon a small dirt room. A small dirt room full of.... Yes... There it is...

*Authors Note: D'aw moment for spider-man and Octavia ftw :3 Sorry for the short chapters, building up for whats going to happen next*

Chapter Six: Rise Of the Fallen!

*Authors Note: Sorry I can't write without music, which I had none of :P Check out Half-Life: Episode X*

Peter once again sat on the tiny bed in the spare room of the library. He gazed at the ceiling for hours until sleep finally granted him peace. He drempt about MJ, about Aunt May, and about New York. Would he ever return? Peter's mind swam in a pool of memories. Some of which were happy although sadness bonded with them like the symbiote. The black goo which once took over his life. That thought triggered a nightmare of him fighting venom, and ended up with Spider-Man being the looser. The looser to himself.

**********************

The next morning Peter slept in until early afternoon. The long drowsy slumber brought bags under his eyes and made his body ache. The globed webbing in his wrists craved for proteins that his body unfortunately begged for. Though it wasn't his hunger that woke him up. No, it was a certain purple unicorn.

"Peter," She podded at his back with her hoof, which was surprisingly delicate. "Spike made breakfast, if you want some it's downstairs."

"Ur- ok. I'm not hungry." He muffled, trying to go back to sleep. His body denied it and his stomach growled like kraven. His slight change in mood made Twilight giggle.

"Ponies around have been coming around to see you all day! I'm surprised they warmed up so fast."

"You mean, just Dash."

"Yeah pretty much. Everyone else is afraid your going to smash their house." She giggled again. Peter just grumbled at her bad sense of humor. "Don't worry, we'll go see what did that to Octavia's house. Today. First you should get some breakfast"

Peter's mouth watered at the thought of bacon and eggs. The greasy, flesh texture of m- wait. Ponies are vegatairians. Well, crap. "What did 'Spike' make exactly?"

"You'll see, just come on downstairs."

"Fine.

He noticed that he had left his mask on all night. His face had a scratchy texture to it and it felt very raw and stingy. His nerves at the base of his neck were numb and felt his cheeks felt very rash-like. Bumps ran along his neck and the indents of long-wear of his suit crippled his skin. He needed a shower and some actual clothes. The spider suit was getting annoying, for he's never spent so long in it before.

"Twilight!" He called to her as she left the room.

"Yes?"

"Do you by any chance have a bathroom? With a shower?"

"Well, yes and no. I have a bathroom, with a bath."

"That'll do. Wheres it at?" He stood up and ducked through the door. It was a bit short for his taste.

"Over there, other room. Can't miss it."

"Gotcha."

He walked into the bathroom, and immediately sat down to release what he has been holding for the past two days. The toilet seat was extremely awkward on the human behind, and was at a strange angle. Finishing up with a flush, and hopping in the tub, he stripped and threw his spider suit on the floor. Flipping the spout, water dumped from a hose. He winced at the sensation of cool water on his raw legs, but it felt so relaxing he even cared to sit down. A nice relaxing clean, now wheres the soap?

**********************

What could she do? Correction: What can she do? Octavia wondered around the house trying to think of a plan to get rid of the spider. Using a broom wasnt going to help. She needed more power! She needed help! Help... Either that or just more arms. She wished to be stronger and faster than a normal pony. One whom could take revenge on that bipedal bug! Maybe she could go find some help from an outside source. One that would had a great plan. One that would have a strong willpower to take a life. One like the diamond dogs.

She head out for the Everfree, hoping to run into some diamond dogs. She stole Lyra's fake diamond necklace to attract them. She wasn't a thief, not if she returned them soon after. So Octavia thought. They were around the mud-pits on the outskirts of town; near the end of the mountains. She must go there and find help to exterminate the Spider. Exterminate. Yes...

**********************

Doc had all of his rightful gear all shined up and set back in another spot, this time somewhere in a cave. Those dog creatures really did a number on his gear. He flushed those creatures out of the cave hours ago, and sent them whimpering away in fear. Cowards, he thought. Mutts. They wanted his gear so badly though. For what? They could not have possibly known how to use it. Animals are naturally attracted to lustrous objects, to state a fact. Maybe they just thought it was shiny?

Octavious set all of his stuff up again, correctly. The wires led up to the surface which connected to solar panels. They were a bit cracked, but would work until he got more through the portal. Who knows how long it'll be until he gets another functioning vortex? Could be years. He thought back on his life in New York which consisted of mostly fighting Spider-Man. Oh how he wanted to kill that Spider-Man. Beat him senseless.. That was always the plan. The more Doc though of Spider-Man, and the webbing from the trees, he began to see the resemblance. Oh no.

**********************

Peter dried up and dressed back in his Spider-Suit. It smelt of sweat, but his clean aroma matted it. He slowly walked down the stairs and headed for where ever the sent of food came from. He walked into the kitchen and saw Twilight sitting at the table eating. She savored every bite, enjoying the delightful taste of eggs and flowers.

"So you eat flowers?" Peter asked, pulling up a chair opposite of her. He caused her to jump a bit.

"Yeah, ponies eat flowers, wheats, eggs, sugars, dairies. What do humans eat?"

"Uh, do you really want to know? I don't suggest t-"

"Yeah!" She pulled up a notebook and a quill. "I do."

"Ok well, we eat meat, a-"

"Y-y-you e-eat what?!" She freaked.

"I told you that you probably didn't want to know."

"O-ok... M-m-meat." She shivered a bit. "What e-else?"

"Everything else that ponies eat, except flowers. Though we do eat some kinds of plants."

"Huh, that's more interesting than I," She thought of meat again, you could see it in her eyes. "t-thought."

Just as things got couldn't be any more awkward, a little purple thing with spikes set the food on the table. Peter freaked out and backed up out of the chair. He's seen things like this before, like the lizard, but not so... dragon-like. It had green studs running down its back, but the rest of him was blocked from the table. His head was very round and his big buggy eyes met to Parkers. For a good ten seconds they stared at eachother

"Ahhh!" They both yelled at the sight of eachother. Twilight sat and giggled more.

"Your a lizard!"

"Alien! Alien! Twilight! We gotta get rid of it!"

"Calm down Spike! He's not here to hurt us. He came from out of this.. uh what did you call it Peter?"

"Dimension."

"What he said." She shook her head. "Peter, this is spike. Spike, this is Peter. Spike is a dragon, Peter. Peter is a Human spider, Spike."

Spike looked a little dumbfounded by Twilight's confusing introductions as so did Peter. He reached an arm out to shake Spike's... Claw?

"Oh no way, I don't want you zapping my brain!"

"Why would I do that? Or even; How do I do that?"

"Spike, he's not going to hurt you! He's really nice!" She flustered a bit. "This is his first actual day here! Let's just enjoy it please, ok?"

"Just as long as nothing goes wrong." Peter frowned at his memory of the music pony whom cried on him. He began to eat his eggs and pushed away at the flowers.

"What could possibly go wrong?" Twilight tilted her head in confusion.

"Well ponies might think I was to blame for that mishap."

"What did you do?" Spike asked, grinning.

"Uh, I rather not talk about that."

**********************

Octavia stumbled upon a large crevice in the mushy, rain-soaked terrain. She hopped down and her hooves slipped on the wet moss. She became caked in mud, which only angered her even more. Now she was tired, hungry, and dirty. Shaking off, she began down the underground tunnels and heard someone talking. Most likely the Diamond Dogs working on their daily mash of jewels.

"Spider-Man must be here. I'm going to get rid of him once and for all! Nobody will be here to stop me!" The grabbled voice laughed. "Yes.. Kill the spider."

Octavia rushed down the rest of the tunnel and slowly walked into the room. Metallic devices covered the walls of the cave room. Suddenly, a cold, hard object wrapped around her back and lifted her off the ground. When it turned her around, she squeaked at the sight. It was the same type of bipedal alien that the Spider was! It looked much different though, for it stood taller and had a less pleasing face. Sweat dripped down his forehead and his nose twitched. It's hair was filthy looking and it's dirty overcoat covered everything but the tentacles that protruded out it's back. This alien was very angry at something, or someone. Specifically the presence of Octavia.

Octavia thought fast for something to say. "I-I'm sorry for trespassing! I didn't know!"

"A talking horse? How preposterous!" The alien laughed.

"A-Actually, I'm a pony." She prodded.

"Even more ridiculous!"

"I-I overh-heard you talking about the S-Spider. I want him gone too!"

"You know about the Spider-Man? So he is here in this dimension."

"Oh yes, he destroyed my home! My life is ruined because of that freak!"

"That doesn't sound like the Spider-Man I know of."

"He's red and blue and stands on two legs like yourself. He's super fast and spins actual webbing from his hooves."

"Now that sounds like the Spider-Man! Except for the hooves part. Where is he?"

"He's in my town, I can take you there if you want. Just as long as I get to put my two sense in."

"Let me ask you, horse. Do you know anything about revenge?" He toothily grinned.

"Yes."

"If you want true revenge, you must have power!"

"And how do I get that?"

"I may be of assistance."

He walked over to his asset of arms, and poked at some. "True power comes from science!"

*AUTHORS NOTE: Well, how did you like it? :D Fight scene next chapter :D GO READ Hl2: Episode X! Please Please Please Please Please Please Please Please Please Please COMMENT! I'm thinking of doing really long chapters from now on, loving the support you guys are giving me. If you have any more ideas on this story please don't hold back! Give me anything you got! I MIGHT have a sequel running up for this story when it's done. Just keep dreamin' people."

Chapter Eight: End of The Line.

Peter helped Twilight get back on her hooves. She shook off and looked at the two unconcious villains.

"Whoa! You really hit a good on one Octavia!" She gasped.

"Dude, he like beat the crap out of both of them at the same time!" Rainbow Dash yelled, her wings slowly flapped in the air. She suddenly wrapped her hooves around Peter's neck. "So awesome!"

He pushed her off and became very concerned as Doc moved around more. "They aren't safe here. He could rip out of there if he wanted to. And her, what do we do with her?"

"I've got an idea." Twilight averred.

**********************

"Yes, he does seem quite different." Celestia chuckled.

"Thanks for the help, Princess." Twilight thanked.

"I must ask, how did you carry her up here with the things on her back?"

"Super strength." Peter flexed.

"So you have multiple abilities, and no magic? That's very interesting!" She became serious. "Did you take any notes?" She asked Twilight.

"Yes! Only from his origin though." She frowned. "I haven't gotten any on Peter himself."

"Could you?"

"Actually, I better leave this dimension while I still can! People on Earth are counting on me." Peter intervened.

"I understand. Octavia will be held in a dungeon until she can clean up her act."

**********************

While making his way down from Canterlot, Spider-Man thought about Madam Web, the only ticket back to Earth. As soon as his thoughts came clear, he was teleported back into Madam Web's Room of thoughts.

"Spider-Man. You did a great deal of honor to these creatures."

"Yeah, well I'm happy I pulled through. 'S not every day you see a talking colorful horse."

"You wish to go to Earth?"

"Not yet, I'd like to say goodbye first."

"I see- Carry on."

"Wait, Madam?"

"Yes?"

"What about Doc?"

"He already made his way back himself after he broke free of your constraints."

"Yeah, I knew I shouldn't have let him go."

Another quick flash and he was still walking down from Canterlot City.

**********************

The sun gleamed high above the clouds. The cool breeze breathed through Peter's suit and allowed him to relax again. The Library was fixed with a few clever placed paintings as well as the neighboring house was demolished completely and replaced with a new one. Another pony was moving in there, so it seemed. Twilight, Rainbow Dash, and Rarity all stood outside of the Tree Library to say they're farewells. Dash was wearing a makeshift ponified version of the spider mask; big white eyes and all.. She was halfway to bawling, and looked pretty pathetic.

"D-Do you gotta g-go?" She whimpered.

"Yeah, sorry Dash. I have to, as much as I don't want to." Peter cooed.

"So how are you getting home?" Twilight asked, tilting her head a bit in confusion.

"I have a way." He thought about Madam web.

"I may not have met you properly, but I came to thank you for saving this town." Rarity stated. "Sorry the others couldn't come. Fluttershy is to scared and the rest are way too busy."

"Well make sure they know I said goodbye." And with those words, he turned around and swung off into the forest.

Deep in his mind, Peter knew he didn't want to go. He wanted to stay a bit longer and check this place out, maybe meet some new friends along the way. But the citizens of New York City need him. They need his heroism, his power. They need Spider-Man just about as much as Stark Industries needs Tony. Without it, who knows what will happen.

"Ok Madam. I'm ready." His vision flashed black to white.... And he was falling... Fast... Skyscrapers came into view and he had to act faster than a normal human could. A clear silky knotted web came out of his wrist and latched on to a wall of a building, and caused him to break the free-fall. It felt good to actually swing again.

*Authors Notes: You guys (and girls) have been so great! Loving the comments! Thanks for the great time and all. I'm happy to announce this is not the last chapter! Epilogue will be extremely short, but satisfying at least. Epilogue will be published soon after I publish this chapter. So expect it in like a half-hour or so." Again: Thank you -Kapu0*

Chapter Seven: Reopened Destiny!

Peter felt so much better after he ate and got cleaned up. His skin was no longer scratchy and his webbing was so much silkier. His breathing became much more fluid as so did his movements. The sharp hunger pain in his stomach finally subsided.

"Well your jumpy. What's wrong?" Twilight questioned.

"Nothing's wrong, I feel great!" He yipped and webbed his mask from the other side of the table.

Jumping up, Peter realized his muscles were still sore from the series of tricks he performed yesterday. Which reminded him, Rainbow Dash was going to ask him to do even more today! Though he has to see what was with that boulder first, with Twilight. Speaking of Dash, a series of knocking came from the front door. The cause of the knocking became frustrated and let itself in. Hooves against wood could be heard getting closer and got faster.

"Spider-Man! Hello- Yo Spider-Man! Where are y-" Rainbow Dash spotted Peter in the kitchen with his mask on.

"Good you ready! Le'ts go!" She wrapped her hooves around his upper arm and used her wingstrength to pull him along. She was too weak for him though. Much to weak. He pulled his arm back and she let go.

"Hey! What gives? I thought you were going to meet the Wonderbolts today!"

"Well actually," He looked over to Twilight, whom knew he was thinking otherwise, "I gotta go with Twilight to see what caused last nights... problem."

"Oh yeah. Everyponies talkin' about that. Now let's go dude! You can find that stuff later."

"Who is the Wonderbolts anyways?"

Twilight facehooved. "Oh great, here we g-"

"Only the freakin' most awesome flight team ever in the existence of time!"

"Right. And why do we want to go see them?"

"Because you're the next best awesomest thing!"

"Wow, she's really got a thing for you. I mean, she's comparing you to her only joy. The Wonderbolts. Oooo So special! Hehe" Twilight joked.

"Look Dash, I'm flattered. But we need to go see wh-"

"No way! This may be my only chance to prove my coolness to them!" She looked at him with her big pink eyes almost ready to sob.

"Ugh." Spider-Man was the one to facepalm this time.

"Just go Peter, we can figure stuff out later."

"Alright Dash, you win. Let's go."

"Awesome!"

**************************

Rainbow Dash took Peter to the park where he first showed off his skills. She bolted off and came back a few minutes later with two more ponies.

"What is it?" Spit-Fire prodded at Spider-Man's eyes as she hovered at his head. She, unlike Dash, was yellow and had an orange mane. This "Wonderbolt" had odd clothing on that consisted of a blue jumpsuit with yellow decals down the sides.

"What do you mean, "What is it"?" Rainbow Dash scolded. "He's awesome. That's what he is." She shook her head in confidence and crossed her front legs still suspended in air.

"It's so weird!" She continued to poke at his face, and Peter became frustrated. He grabed her hoof in correction.

"It's not happy that your poking it. It's name is Spider-Man, It can understand you, and It's glad to meet you." He shook her hoof in sophistication.

"Oh," She blushed in stupidity. "Well I'm glad to meet you too, Spider-Man. I'm Spitfire, and this is Soarin." She pointed to a blue pegasus dressed in the same suit. He looked dumbfounded at what was standing in front of him.

"Ya know, that getup looks awfully like the old Wonderbolt's suit with the eyes and all."

"And your a talking pony." Peter sighed.

Rainbow Dash laughed at Peter's slight insult and instantly became serious. "Do some of your tricks!"

He wanted to get this over with, and fast. Doing flips and jumps to impress Dash's friends was fun and all, but he had to save all of his energy for whats in that forest.

"Do that awesome web thingy!" Dash cheered.

He knew exactly what she was talking about. Run up a tree and pull off a web causing him to hang upside down. Being an easy trick, he did as she pleased. He gracefully sprinted up a tall tree and quickly flipped backwards latching a thin strand of webbing to the branches above. He was now hanging totally upside down looking at the smiling pegasi.

"That was great! What are you exactly?" Soarin politely questioned.

"Soarin! That's not something you ask an alien. Spider-Man, I think that was really great! How do you move so fast without wings?"

"It just comes natural to me."

**************************

WHAM! Octavia and Doctor Octopus slammed through the Ponyville Library's door. Both of their mechanical tentacles flaring around, slamming into things and destroying the walls.

"Spider-Man! Come out and play!" Doc-Oc yelled.

"We don't bite!" Octavia Continued. Shards of wood scraped against her goggles in the conundrum.

Twilight hid under her bed upstairs with Spike. She held a hoof over his mouth so he wouldn't make any sounds. More crashing came from below on the first floor. Then, as she feared, big clanking could be heard coming up the steps.

********

Octavia and Octopus combined were on a search for the Spider-Man. They wanted to make him pay for what he did to them both. Sending Octopus to jail, and destroying Octavia's house. They had good reasons, but bad intentions. Octavia smashed at the steps as she made her way up. The wood splintered in Doc's face as he was following her up, and it slashed at his cheeks. Warm blood slowly oozed from his cuts but he ignored his surroundings.

"Twilight I know you live here and so does he. Don't make this hard!" Octavia yelled again through the rubble and sounds of cracking tree bark.

"Are you sure he lives here? It's a tree." Octopus asked with a slight tone of annoyance.

"Positive." She remembered seeing the Spider walking into here a few times. "You stay here, I'll check the bedroom."

She used her thin, metallic limb to smash through the door creating more debris. If there was whimpering, she couldn't hear it over the destruction of objects. She checked everywhere. The closet, under the rug, even looked out the window, nothing. She could feel Twilight's presence, as if she could feel her breathing. Wait. Under the bed!

**************************

Peter's senses went off suddenly. The back of his skull felt like it filled of water and all the colors we're inverted. He knew this. Spider-Sense. What could be going wrong now? A sudden scream came from the distance. Spider-man quickly dropped from his tricks and ran towards the cries for help.

**************************

"This is going to work? Are you positive?" Octavia tiled her head in confusion. Her goggles reflected Doc's dirty plastered face.

"All it takes is a damsel."

Twilight was too caught up in fear to not scream. She was tightly bounded in Octavia's rock-like extra limbs. They were so cold against her waste as they clenched her tighter and tighter, causing the air in her lungs to forcefully escape.

"If he doesn't come, we'll depose of her."

"You're not going anywhere, Doc." Spider-Man yelled, standing before him. Rainbow Dash was sitting above the clouds ready for the fight of a lifetime! She was so jealous that Peter got to do this all the time!

"Pete, I mean, Spider-Man!" Twilight yelled from Octavia's clutch.

"Don't worry Twilight!" He focused his line of sight on Octavious. "Let 'er go Doc! She has nothing between me and you!"

"She does now!" Octavia butt in.

"Another squid? Something's fishy here." Spider-Man chuckled. "Wait, arent you the one-"

"That you attacked?!"

"Well, no. But yeah now your right." He sprinted up and kicked Octavia in the jaw. Light enough to hurt her, but no long term damage to be done.

She reacted and swung her arm into his chest, sending him flying and slamming into a tree. Ponies all scattered at his sudden lack of ground. He jolted up and regained his balance. With his super-human durability, he can subside anything these enemies throw at him.

"You keep givin' it, I'll keep dishin' it! Bring it, eight legs. Sorry, make that sixteen."

Both enemies charged at him, arms flaring in a heap. The gray octopus pony dropped Twilight in the grass. She landed with an "Oomph!". One swang at his backside, and the other at his legs. He jumped and rolled through the tight spacing of the tentacles. With his speed, he sprang up and did an uppercut into Doc's cheekbone which proved a worthy move. He fell over in a heap and Octavia took the spotlight.

"It's on." She enraged.

"Bring it, horse."

Rainbow Dash was so into the fight, she began to drool. This was so exciting! "I hope the Wonderbolts are watching! He's kicking serious pony a... butt."

It was Octopus Pony on Spider Human now. Peter swung into her stomach, and she returned with a smash to the gut. He webbed her face and yanked down, lodging her snout into the soft grass. She raged even more and stood on all four of her long metal arms. This was Spider-Man's chance to pull a take-down. He webbed both front limbs and jumped behind her. He then continued and connected his old webbing with a new strand. He tugged as hard as possible, and she toppled over on her extra limbs. She hit the side of her face on her metal arm and went out cold.

Doc got back up and it returned to a human v human. Or spider v octopus. Whatever.

He swung both arms at the Spider, whom jumped and webbed his face. Blinded, he accidently hit Twilight in the back and she slammed into the ground with a thud.

"No! Your going to pay for that!" Spider-Man raged. He got in a pouncing stance, and jumped on Doc's back. He tore at his mechanical computer strapped to his spine. He tore through wires until Doc's arms finally ceased to move any more. The weight of the arms held Doc down, as so did a fresh spray of webbing.

Peter tore off his mask and ran towards Twilight whom was laying on the grass, helpless. She was dazed from Doc's strike. "D-did y-you beat t-them?"

He sighed, shes alright. "Yeah, there down for good."

"Oh my gosh! That was so awesome!" Rainbow Dash came down from the clouds with tears of joy. "You were like, Wham! And woosh! And you punched him in the face!" She realized the intimate moment between Twilight and Peter. "Oh. Are you alright Twi?"

*Authors Notes: Sorry, been playing too much minecraft and was out of songs to write this chapter :P Dubstep and constant amounts of Halo OST streaming right into my ears. Hope everyone enjoyed it, because this story is almost wrapping to a conclusion! You guys are a wonderful audience, and I thank you for that. Happy new years everyone! <3 Kapu0*

Epilogue

Octavia woke up, she was laying on a hard wooden bed with dirty sheets. Her back ached and her long tentacles weighed her down. She tried to have them lift, but they we're damaged. She thought, and thought hard about her battle with the Spider-"Man". Her pal in crime, Dr. Octavious. He had almost the same name as she, which she finally caught on to.

"I'd take it all back if I could. Honestly." She sorrowed. "If there was one word I could say; It'd be 'sorry'."

**********************

Dr. Octavious fell into the bay of New York City under the bridge. His metal tentacles swam as fast as possible to avoid damage. It took hours to repair them after Spider-man destroyed his mainframe. The portal he made was floating above him, and quickly evaporated into dust. He was going to rebuild it! To make it stronger, and to avoid contact with Spider-Man. He wanted to return to Equestria and take apart that town piece by piece. He was going to get back-up first.

**********************

"So how about it, Goblin. This is your only opportunity."

"Ohohoho, count me in, buddy. Count. Me. In." The Green Goblin laughed. His screechy voice could be heard echoing throughout the base.

"Perfect."