SPIDER-MAN: Shattered Equinox

by Kapwnage

Rating: everyone
Tags: Trixie, Octavia, Spike, Comedy, Cutie Mark Crusaders, Mare Do Well, Adventure, Princess Celestia, Slice of Life, Crossover, Human, Spitfire, Main 6, My Little Pony: Friendship is Magic, Soarin, Alternate Universe
Length: 11078

The Amazing Spiderman returns to PonyVille with a little help this time. And by a little, I mean a l

(The Sequel to Spider-Man: Edge of Equestria)

It's been exactly two years after Spider-Man's sudden re-apperence back in New York. Doctor Octopus returns to Equestria to gather his lost gear, when the Green Goblin chases him down through his own portal. The masked villain discovers Ponyville and decides to cause harm to innocent lives for the sheer fun and lack of Spider-Man. He rally's up all of Spider-Man's enemies to join him in the new Dimension. To take hold of the world of ponies. This is, until Spider-Man also slips again into the grasp of Twilight Sparkle. He must call for his own army of heroes. Iron-Man. Captain America. And...... Hulk?

When a new symbiote enters Equestria, who knows what will happen.

Published 2012-01-06 22:10:09 UTC
Last updated 2012-01-31 22:10:32 UTC

Intro: Summer Mood

A man's true state of power and riches is to be in himself.

-Henry Ward Beecher

*Hello, true believers! Two years after our young Peter Parker returned to Earth, terrible do-wellers will parish! Stay tuned, for this day is luck to turn!*

SMASH! "Whoa boy, sit!" Spider-Man kicked Shocker's arms and returned with flip and a pumped fist to the nose. Shocker flew back and crashed into the trains. He growled and slowly got back up. Spider-Man stood before him ready to throw more attacks. He charged his cannon and shot out at Spider-Man, whom easily dodged it.

"You're not as tough as you use to be Shocker. What's wrong? Too old?"

"How did you know I was here?!" He yelled.

"What, no hello for Spidey?"

"Hold- Still!" He shot out again.

"Why would I do that? Nobody likes a fried spider." Spider-Man continued to joke.

"Your right. I like mine sunny side up!" He shot at the roof.

"Ha! I get it. Because your shooting the roof so the ceiling collapses on me?." Spider-Man froze to notice how bad of a pun that was. He looked at shocker who shrugged. "That has got to be one the the worst jokes I've ever heard from a villain. And I know that villains are stupid. But honestly, that was just terrible." He shot out a thin webline, and jumped backwards. Shocker winced.

"Uh oh." Shocker was tugged forward and caught in his own trap. The ceiling came down and the street fell down from above.

***

Spider-Man dusted his self off from the wreckage of old trains.

"Well Shocker you just got shocked." He facepalmed. "Maybe I should work on my jokes too." Spurting a web to the hole, he quickly zipped out just in time before the police arrived.

The sun gleamed so pleasantly on Peter's face. He even slipped off his mask half way to feel the warm summer air in his face. He swung past central park, which included tons of picnics and geezers playing chess. He landed on top of a skyscraper to enjoy the hot sun on his cheeks. Everything felt so perfect today, even shocker wasn't putting up much of a fight. What could possibly go wrong today?

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

"What do you mean you can't find him? He's everywhere!" Venom yelled.

"I'm sorry! I looked everywhere!" The man, whom Venom was scolding, winced. He was afraid venom was going to tear him to bits and pieces.

"I'll just find him myself then." Venom frowned. His anger enraged at the lack of Spider-Man. He kicked the man, sending him flying.

"Damn you, Spider-Man!"

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

The day for Peter couldn't get any better. He already went to lunch with Mary Jane and was ready to swing her around. Ever since she learned about his other life, she's been all over him. "You're so lucky! You get to do this all the time." She would say. Peter got used to the rush he'd get from being Spider-Man. The hyper adrenaline urge he used to get faded away after a good solid year.

"What are you standing around for? Let's go!" She snapped Peter out of his thoughts.

"Oh right." With that, he jumped and began to swing.

Having someone be so interested in him made Peter think about Rainbow Dash. It had been so long since he seen her, or any of the ponies for that matter. "It's not that I miss them, or is it?" He thought to himself. When he was teleported, time on Earth passed slower. He had been gone for two days, though it was only one on Earth. Two years away from Equestria made him think about a visit.

"This is so romantic!" Mary Jane yelled. She seemed high on adrenaline. "Are you ok Tiger? You usually are more exciting than this."

"What? I'm fine. Just thinking about stuff."

"Oh no," She loosened her grip around Peter's chest to check her watch. "I forgot I have a meeting in three minutes! Can you get me there?"

"No problem Mj, where is it?"

"Nine-teen sixty, Tsavo Boulevard. It's across Central Park."

"I just flew past there like an hour ago, should have told me!"

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

"I'll see you later, Tiger." Mary Jane waved and gave her ever so graceful smile.

"Bye!" Peter responded.

"Don't go getting into any more fights with those stupid crooks. You could get hurt!"

"Hello? I'm Spider-Man!"

She just laughed and walked away.

***

Just before Peter could start swinging, a sudden force smashed into him like a ton of bricks, yet squishy. His back stung as if Rhino was sitting on him. "Why didn't my spider-sense go off?" He wondered, getting back to his feet. Before him; was Venom

"Long time no see, Parker!"

Chapter One: Return into the Shadows

The price of greatness is responsibility.
-Winston Churchill

Spider-Man angered at the presence of Venom. The sight of the black goop sent shivers down Peter's back. It was pure evil at work inside that coat of thick black skin. Eddie Brock was destroyed by the symbiote, utterly taken over. His long sticky tongue shot out of his mouth and wagged around as the slobber slowly dripped from his lip-less mouth. The creature had large white teeth as big as Peter's hand which looked like something out a horror movie.

"What do you want Venom?" Peter grimaced at the scent of Venom's rotten breath, he jumped and webbed up to a building to get away. Knowingly, Venom followed.

"Thought I'd say hi to my favorite spider!" He grabbed Spider-Man around his neck and squeezed.

"I- thought you were- out- of town?" Peter kicked Venom's abs with full force, and was released. "Why'd you come back so early?"

"I know what happened with you and Doctor Octavious." Eddie continued to attack with vial punches to Spider's face.

"Why are you concerned, and why did you come after me?" Spider-Man dodged Venom's dull punches.

"Business, my dear friend. Business." He used his sticky, black alien webbing to pin Peter to the side of an air duct and using his tounge to sicken Peter. "Daddy's home now."

"Ugh, Venom. Do you kiss your mother with that face? Geeze'." He coughed, and pulled away, wincing at the smell.

Venom jumped off the building and disappeared into the darkness of the late New York alleys. Spider-Man was stuck webbed to an air duct. He quickly tore out of the symbiote's webbing and began to ponder at Venom's words. "What did Venom mean by 'Business'? For that matter, why is he back in town anyways?" He noticed the disgusting slobber on his mask. It slowly dripped from his chin and soaked the ground. "Now that's just disgusting! You know how hard it is to wash these things?"

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

Ocatavious flipped on the lights in his secret laboratory

"Do you realize what this is, Goblin?" Doctor Octavious asked, pointing to his teleporter.

"No, it looks like a doorway for fatties! Hehehe!" Goblin laughed. His voice was extremely annoying and stung Doc's ears. He was a worthy comrade though. Once he had taken down Spider-Man, and he can do it again.

"It's what's going to make us gods!"

"Gods? Sounds good to me, boss! Let's get this thing runnin'!"

"Not just yet, I want to rally up some- backup." He chuckled.

"This sounds juicy! Who?"

"I've contacted every known supervillain that had crossed paths with Spider-Man, as far as I know, but only four have responded: the Vulture, Shocker, Venom, and master illusionist Mysterio. Since you agreed to help, you're my new number six, as I am five. I also tried to get Doctor Doom and Lizard to join, but Doctor Doom wishes to focus his efforts on the Fantastic Four, and Lizard's alter ego of Dr. Curt Connors has no vendetta against Spider-Man." He knew that keeping the team together would be a hard task. He quickly formulated a battle plan in which each individual member of the Sinister Six would battle Spider-Man in a carefully chosen location, giving each of them personal glory and Spider-Man an early death. "I've chosen an attack plan, and a place to accomplish our tasks."

"Where and whats this so called 'Attack-location'?"

"Ponyville."

"Sounds stupid."

"By far my egotistical friend. This new dimension is made of an intellectual species, far from advanced."

"Yeah, yeah. When do we get to kill?"

"You'll get a chance. All of us will." Doc smirked at the thought of killing Spider-Man, slow and painfully.

With a slight screech of the large metal doors, Venom stomped through into the base. "It's done, Doctor." The symbiotic covering Eddie's face slid off, revealing his bare skin. He looked at Octavious, who's grin grew even larger. Goblin became confused at the lack of information that Doctor has not told him.

"What's done?" He asked, slouching over a chair.

"I've created another symbiote from Venom's natural production, and had him bond it with Spider-Man."

"I'm not as much of a smartass as you, Doc. What do you mean?"

Octavious became frustrated. "I took neurotoxins and added it to the offspring of Venom, thus creating a new living symbiote all together."

"And what did Venom do?"

"Like I said, he snuck it onto Spider-Man."

"Without him noticing. Huhuhuhuh." Venom laughed. "He'll be a dead bug by next week."

"And what does this have to do with the teleporter thingy?" Goblin grew more confused.

"More than you know, Gobby." Venom growled.

"Listen you fat fu-"

"Cut it you two." Doc intervened. "We need to work together if we want this plan to work. The rest of our team is heading this way now. Once there all here, we head through this teleporter."

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

The boiling sun hung on the horizon with a slight breeze. The air was dry and the stars began to shine through the thick layer of clouds and smog. The lights on the city streets illuminated the night's darkness. It was a sight of peace and quiet for Spider-Man as he swung high up above. His ears popped and shuttered at the high altitude, but he remained calm and content. The air breathed through his suit and it chilled his skin. "Wow, tonight is so beautiful" He said to himself. "No baddies, no fighting. Just swinging. Ah-" He relaxed his muscles, letting gravity take hold.
"Nothing could go wrong tonight!"

*BOOOOOOOOOOOOSH!*

A giant blue light illuminated the sky and reflected on the clouds. Peter landed on a roof top to facepalm at his thoughts.

"Yup, kinda expected that one."

*Authors note: It's awesome that you guys are loving this story! A lot of you have been guessing whats going to happen because of the "Dark" tag, and you have the right to be afraid. Be very afraid >:D ALSO! Expect tons of quotes from things like Army of Darkness, Clint Eastwood, the older Spider-Man shows or cartoons, Back to the future, and whole lots more. Stay tune, true believers! -Kapu*

Chapter Two: Joyful Repercussions

Peter gazed upon the purple sky. The clouds lit up with clashes of blue and red. Cracks of lightning gave through the sky and rain started to pour harshly. He knew this all too well, as it seemed like this all happened yesterday. Peter knew another portal was being opened. He knew that Doctor Octavious is going back to Equestria for one reason or another. He jumped off the edge of the large brick structure and swung off into the night. His once clean suit became soaked and scratchy again, but he ignored it and continued forward. The light grew larger and brighter and started to create a glint over his eyes. He pulled off his mask to see the frightful view. A raging twister spun around an equally large complex. "He must be holding the portal here, I gotta shut it down." Peter thought. Even though he wanted to see his pony friends again, he couldn't. For he belongs on Earth, and in this dimension. No time for fun. No time for- WOOOSH! He was pulled right off his own web into the tornado that cracked the sky. He thought quickly to web-zip to a nearby building, but no use came to that, the twister pulled him through the portal from below the complex.

In a flash, he saw 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. A fine mist of webbing poured out of both wrists and a very light film was formed, creating 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. "Deja Vu." He thought. This is the exact same place he had landed before. This time, he knew where to go.

Peter slipped his mask in his pockets and let the sunshine warm his face. He had burns from the portal's side-effects and his face stung. The pain was very dull because of his durance, but it still bugged him. He looked at his body for more issues, but nothing was found. Instead, the webbing details in his suit reflected the sun, and burned his eyes. He averted his gaze and continued henceforth. After around a half hour of walking, Spider-Man finally made it into Ponyville. He was nervous that the ponies would not remember him, but he chuckled at his thoughts. "I'm too awesome to be forgotten." He smiled and trekked a big faster. The library was not far from his location, which made the trip even better. Peter decided to take knowledge of the locals. They knew him for saving their town once, and would be glad he was there again.

Walking up to the Library door, a sudden gasp was heard behind him. "Oh- my- GOSH!" A voice, so very similar, squeaked behind him. Peter's spider-sense did not activate at the sudden movement, but he knew who it was. "Ohmygoshohmygoshohmygoshohmygosh!" The force hugged his arms together. Peter laughed and let the creature hug him. His eyes focuses and the friendly, happy face of Rainbow Dash was present. "You came back!" She grinned and hugged him harder.

"Heh, yeah. I had too." He grinned.

"Whats going on out there?" Another mare's voice rang from inside the Library. Twilight walked outside and stood there in shock at the sight of Peter.

"Oh my word." Her ears went flat and she looked pale. Suddenly, with a slight squeak, she also ran to hug Peter as he tried to get back up. No use, she trampled him as well.

"Hahaha, It's nice to see you guys too." Peter smiled. He enjoyed the cheerful company.

"I've missed you sooooooo much!" Rainbow continued to squeak.

"Heh, yeah- about that. I didn't come here for a vacation.." He confounded.

"Was it that guy again?" Twilight questioned.

"I'm almost one hundred percent sure."

"You also twenty percent cooler!" Rainbow squealed. She was so happy, she didn't know what to do!

A large crowed of ponies formed behind the scene of the mares and the Spider. They gasped in shock at the sight of the alien that had returned to Equestria. Most of them chattered and gossiped audiably about Spider-Man and his amazing battle. "He even put a bad pony in jail!" One gasped.

"Why'd you come back?" Rainbow Dash questioned. She must not have been paying attention when he was talking.

"Can we go inside? I'd rather talk about this alone." Peter fixed. "Keep things between us three."

"Sure, Peter." She quickly used her Magic to open the Library door.

They walked inside calmly, not to show the crowed any excitement. Most of the ponies wondered off, some stayed behind and gossiped about what Spider-Man had done for them.

***

"Something bad is gonna happen here. I know it." Peter explained. "It's not every day Doc comes back here. He's planning something. Something big. Bigger than what he had done before."

"How can you tell?" Twilight questioned.

"I've noticed that my enemies have been popping up lately. A lot more than often, too."

"What does that prove?"

"Just trust me. Keep on your guard."

"Does that mean you'll be staying again?!" Rainbow Dash got ready to squee at his answer.

"I guess I'll have too. If I came through, they came through as well." And at his confirmation, she yipped and fluttered her wings.

"So. Awesome!"

"It's glad to know your here to protect us!" Twilight smiled warmly. Her spirit lifted the heavy feelings that Peter felt about seeing them again.

"Not just you, but this whole world!"

"Whoa, that's big."

"Ya think?" He joked sarcastically.

"This means I can finally learn more about you and Earth!" Twilight, again, yipped in joy.

"Yeah, first I gotta go search around the forest. I just came by to tell you that I'm here if anything happens." He ensured. "They'll be around soon. I can feel it." He put a hand on the doorknob, but was stopped by Rainbow Dash.

"Wait! Don't you want someone to go with you?"

"No, it's too dangerous!" He stopped.

"But-but-but-"

"No, Dash. Listen, I need you to look after the town while I'm away, and don't worry! I'll be back soon after I search around a bit."

"Fine." She had a tone of annoyance and frowned.

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

Doctor Octavious pulled himself up from the soft dirt below. He recognized this area from last time he had traveled to this world. A slight chill ran down his back as the sun warmed his rain-soaked body.

"Where in hell are we now?" Shocker croaked.

"Doctor, you have some explaining to do." Vulture joined the confusion.

Doc looked around at the spewed debris, and turned his attention to his comrades whom were very confound at this new world they had teleported to. "You're in the right place, trust me."

"What do we do now?" Venom growled, he became angered at Doc's lack of an explination.

"We're gonna break someone out of jail."

Vulture and Shocker picked up the gear that fell from that sky. Much of it was damaged, but nothing important. Doc had made sure to cover or protect what was most important. He had already began working on a handheld portal device to travel to Earth and back here, in Equestria.

"Geeze, Doc. What ya got in these things anyways?" Shocker winced at the weight of the heavy bags full of equipment.

"Nothing you need to be concerned about."

"I think I'll fly around and look for someone to pester." Goblin giggled. "You did say there was people here right?"

"No! Stay here until we're ready to attack all together!" Doc scolded. "Just get off your glider for now, Goblin. Make some use of yourself and set up the base."

Meanwhile, Venom had been snooping around the forest for a few hours, and stumbled upon a small cottage looking house. He was a tad hungry and planned to raid the building. Someone has got to be there. Little ticking sounds came from the back of the house, and he investigated. Little chickens clucked and flapped their wings at eachother. "Hehe, dinner." He picked up a chicken and grapsed it's little neck, twisting it.

"Ahhhhh!" An audiable scream came from inside the house. "Monster! Go away!"

A little yellow horse popped out from the back door of the cottage. It's pink hair was curled up and looked very well take care of. Venom's mouth watered at the taste of freshly cooked horse-meat. He approached the cottage, and the head of the animal sucked back in. It continued to squeal and bolted out the front door. Venom cased it over the house, but saw nothing. "Where did it go?"

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

"Describe it again, Fluttershy." Twilight asked softly. Poor Fluttershy was already shaking uncontrollably.

"Big- Black- The eyes... white." She shook even more, and began to cry a bit.

"Did it hurt you?" Rainbow Dash questioned fiercely. She was ready to get Spider-Man at a seconds notice.

"N-no, but it k- k -ki- killed one of my chick-ens." She shuddered.

"That's it! I've heard enough! I'm getting Spider-Man!" Dash yelled.

"No Rainbow Dash, Peter said it was too dangerous."

"But this might be a thing he was looking for!"

"Maybe- But I'm sure he'll find it."

"Ugh! Whatever." She stormed out the door.

"Where are you going?"

"Home!" She slammed the door shut and thought to herself. "Twilight may say otherwise, but I can still help him!" She bolted off towards the forest.

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

FWAP! Spider-Man punched Vulture in the face causing him to stumble back in pain. His face was in a patch of direct sunlight and was blinded. This continued to enrage him.

"I'm gonna squash you like a bug!" He snarled.

"Squash the bug, squash the bug. Don't you know any other tunes?" He joked.

Vulture used his bladed wing to slash at Spider-Man, who ducked. The large, sharp attachment lodged in a tree trunk and his lower abdomen received a charged kick from Spider-Man's legs. He flipped up and webbed Vulture in the face. Blinded, Vulture flared his wings around.

"Why are you here, Vulture?" Spider-Man growled. "I know there's more, why are you alone?"

"Scout mission! Now let me go!"

"Tied up like a bird." Spider chuckled.

"Stop it with your recessive rambling!"

"Recessive is the best kind of rambling!"

"Let me go!"

"Hm- Nah." He continued to play around. "Who else is here?"

"Ugh, I won't say a-" Vulture was cut off by a certain Spider's hand around his throat.

"You tell me- there are innocent lives at stake."

"S-shocker and Octopus." He chocked, mindfully laughing at his lie.

"Spider-Man?" A similar mare's voice called out. He looked over to see Rainbow Dash, staring at him with her eyes agape. He had his hand around another creatures throat. "W-What are you doing?"

"Dash, you need to get out of here, now!"

She drew closer to get a look at the villain. He was like Spider-Man, being bipedal, but he had large metallic wings much unlike her small, blue wings. "What is that thing?"

"Don't worry about it, Dash, I'll tell you later. It's really dangerous out here!"

"Is that your little girl friend?" Vulture chuckled. He couldn't see that it was a pony nor anything for that matter. He only heard the soft voice of a female. This caused Dash to blush profusely.

Spider-Man walked back up to Vulture and kicked him in his armored shin, creating a dent. Peter was pissed off now, and wanted more information. Dash was not safe out in the forest with the goonies running around.

"You." He kicked again. "Shut up." He turned to Rainbow Dash and pointed at her. "You, go home!" She frowned and flew off.

Peter searched around the forest until the sun fell gimp in the sky. A small film of clouds pooled into the atmosphere and created a sense of peace. Stars were much brighter in Equestria, for New York had it's smog and pollution. Peter had already took off his mask and sat in a tree to enjoy the stars that lit up the above. Soon, he would head back to the Library to catch on the good times he had missed throughout the two year. Their peace was now ruined, and the innocence of Equestria now lost. He began to think about the dangerous that are now introduced to the ponies of Ponyville.

"Tonight's gonna be a long night." He sighed.

Chapter Three: Hot Stuff

"You can only do your best." -Kevin Friel

"The shipping chapter you've all wanted...... Just kidding... lol"

Peter woke up the next morning to the peaceful stinging sensation in his eyelids. The morning sun gleamed through the window of the bedroom and onto his face. To him, everything in Ponyville got much smaller than he last saw it. Nonetheless, hes grown taller since his last visit. He thought of the two years its' been since hes been gone and how things have not changed at all in Ponyville, but of course; it's been only a year. The ponies we're all the same bubbly nut-jobs, the buildings we're old and ratty, and the air was so very clean. He enjoyed it all most too much. Getting up, he put his mask in his pocket and went downstairs and into the kitchen. He spotted Twilight reading a newspaper and Spike preparing breakfast. The relaxing moment turned Peter's mood from worried to comfortable. Twilight looked up and stared at Peter, a bit surprised yet still happy that he was there. Things seemed different without him.

"Peter!" She set down her paper and took off her reading glasses. "Spike is just making breakfest."

"Good timing." Spike rolled his eyes.

"It's nice to see you too buddy." Peter sat down at the table. "So how's things been 'round here, Twilight?" He asked.

"Just fine, actually. Poor Fluttershy had a bit of a mix up with another forest creature though, that concerns me. Could it be what you we're looking for?"

"I dunno, what did it look like?"

"She said it had abnormally large teeth, and looked nothing like something we'd usually see in the Everfree forest. White eyes, big and black. It nearly hurt her and k-" She pause to shuddered at her word choice, "killed one of her chickens."

"Venom." Peter growled.

"Hey, like the new suit, dude!" Spike sat down with a plate of diamonds and served eggs and flowers to Twilight and Peter. "I know this is what you had last time, but you seemed to enjoy it." He grinned.

"Yeah, Peter, you didn't have that on yesterday." Twilight tipped her head in confusion.

"New suit?" He looked at himself in shock. Jumping up, he freaked out. Twilight recoiled and also jumped out of her chair in sudden fright.

"Ahh! No, no, no!" Peter grimaced. "The symbiote! It's on me! Get it off! Get it off!" He ripped at the suit, trying to pull it off. It wouldn't tear despite his spider strength. 'Shit!" He yelled.

"What's wrong?!" Twilight questioned, yelling at a medium tone between shock and confusion.

"What do you mean, what's wrong? I'm purple! Strange, I don't remember it being purple."

"What's wrong with being purple?" She frowned.

"Not like that, Twilight! I mean.. Ur, you wouldn't understand! This is not a suit! It's a living organism!"

"What? I don't understand."

"Look." Peter grabbed a hunk of the symbiote on the suit and ripped it off. It tore off like thick paper and the tear in the suit quickly shut. "See? It's living!"

"Oh, wow! This is interesting! Have you encountered these before? You seemed a bit shocked."

"Shocked?! I'm far from shocked!"

"Why are you scared of it?"

"It makes you do things you wouldn't do. It changes you! It feeds off of envy and anger!" Peter stretched his arms to his back and tore off the top half of the suit, revealing his plain, bare chest. The large chunk of symbiote that had been torn from its body quickly ran up Peter's arm and formed back over his face and body.

"That's so cool!" Spike glared.

"No! It's not cool! What is really weird, is that I got rid of this thing and worked up a resistance. How is it still on me? And how is it purple?! How the heck did it come back?!" Peter freaked.

"Peter, lets just calm down." Twilight cooed.

"Calm down?!" He noticed his rage building up and breathed in and out to relieve stress. "Right- Calm down. I just gotta calm down." He slid to the floor in frustration and grasped his head.

"Now, is there any way to get it off?" Twilight sat next to Peter, whom sat on the floor with his hands on his forehead. She rapped her legs around his shoulder, quickly pulling back. "Whoa! Your hot!"

"Excuse me?" Peter recoiled from Twilight. He became slightly flustered at her sudden change of mood.

"Oh, wait that came out wrong." She blushed. "I mean, your burning! I can't even touch you!"

"What?" Peter ripped the false symbiotic mask off his face and touched his glove to his skin. It scorched his cheek. "Ok, this day couldn't get any weirder."

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

Venom returned to camp the next morning with the rest of the group. He was starving and wanted a good steak dinner right just there and then. Slobber leaked from between his lips and moistened the dry need for water. After searching around a bit, he settled on some packed goods. Doctor only packed food that made his stomach burn but that had to do.

"Vulture you moron!" Shocker scolded, "How could you just give away us like that?!"

"Listen you mattress head, I was attacked and forced." Vulture recoiled. "I had no choice."

"What's going on over here?" Octavious joined the conversation.

"Feather-brain over here dun' went and told Spider-Man what's headin' for him!" Shocker snitched.

"I didn't go freely, I was forced."

"Great, just great." Octavious slapped his forehead in frustration. "We're gonna need backup."

"Who's that?"

"An old friend." He pointed to the mountains, at a large castle structure build right on the side of it.

Doctor Octavious took Venom to the base of the mountain, where they would began climbing. The golden morning sun baked the land in hot light, causing a single stream of sweat made it's way down Doc's neck. He tore off his cloak and threw it on the ground. Starting first, he jabbed his sharp limb into the side of the mountain. Venom jumped and stuck to the wall without a problem. They scaled the mountain in less than ten minutes and arrived at the jail cell windows. Octavious searched around quickly for the pegasus guards that most likely would be circling the area.

"What are you looking for?" Venom questioned in his deep, grumbled voice. He slowly dangled on a thick, blue webbing.

"You'll see- Ah! Here she is."

"She?"

Swack! Doc smashed his front left tentacle into the thick, stone walls of the dungeon. The bared window shattered and the stone crumbled to the foggy abyss below. Climbing into the jail cell, Venom looked around and saw the same type of horse he saw yesterday. This one was different, though. It was a little bit bigger and was brown. This, horse thing, looked normal besides the large titanium limbs that shot out it's back.

"This, is my backup."

"I can see the resemblance." Venom chuckled.

"Wha-" The pony woke up and stared at Venom. She threw her limbs forward and bashed Venom on the side of the head. He actually started to bleed. "Nothing's ever done THAT before!" He gasped.

She looked around and saw Octavious. "O-Octavious? Is that really you?" She got up and looked at his tentacles. "Oh yeah, it is you!" She ran up to hug him.

"Yes, my friend. It is me! I have returned."

"For me? You shouldn't have." She blushed.

"Your right, I shouldn't have. But I need your help." His words wiped her blush clean off and the blunt response gave her a dull frown.

"With?"

"He's back and in my way again."

"Ugh, not again. I promised Celestia that I wouldn't attack anyone. She promised to let me out next winter!"

"Celestia?"

"Oh right, your human. Well you see----"

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

Peter laied on his bed and tried to think. "If I haven't gone crazy or hurt anyone yet, then it's clear I've worked a resistance for the symbiote. I don't feel angry or like raging out; actually, this suit feels good for some reason. I don't want to admit it because for one, this is what happened when I first got it. For two, I won't notice myself getting angry. And for three, it's a symbiote! What am I thinking?! I can't keep it. But then again, I can't take it off. I mean, it would totally boost my fighting skills and hurt more when I punch!" He felt his hand touch his cheek again, and it burnt. "Why does it not burn me from the inside?"

"Peter?" A slight knock on the door indicated that it was Twilight.

"What?" He asked bluntly with a tone of annoyance in his voice. He wanted Twilight to butt out.

"Uh," She didn't expect the mean tone from him, "C-can I come in?"

"No."

She frowned. "Uh- oh. Ok."

She slowly walked back downstairs and sat down with her hooves to her temples. There was something about that suit that's making him real angry.

"What's wrong with him?" Spike frowned. He was a bit frightened.

"What's not wrong with him, that's the real question." She also grimaced at the tough morning they all were having. "I think he just wants to go home."

"He said that he missed you guys though!"

"Yeah, I think that's changed now."

Peter put on his burning, purple mask and jumped out the window. He swung towards the center of the town in search for something to do, he needed to pass time. With his suit, he could swing much lower to the ground. As he did so, this proved so much faster than zipping.

"Hey! There goes that alien!" A colt said to his father. They both smiled at Spider-Man as he passed.

"He saved this town, you know!"

"He did?"

"Yeah! He brought down a terrible pony who was planning to hurt us all!"

"Wow! He's so cool!"

Spider-Man swung past Rainbow Dash, who noticed him in the corner of her eye. She, very excited he was running about, flew up to him mid-swing.

"Hey, Spidey!" She smiled so happily.

"Go away Rainbow Dash." He scolded.

"Wha- what?!"

"You keep getting in my way."

"But- but-" She began to cry slightly.

Peter continued to swing, ignoring Dash, until he hit more of an industrial side of Ponyville. Shops were spread all throughout the streets and intersected the roads. Applejack had her apple cart set up right in the middle of it all, and seemed to be having problems.

"Hey! Ah suggest ya' pay for those apples." She threatened.

"Or what? Your gonna tell your granny?" The stallion joked sarcastically.

Peter landed behind the stallion and grimaced at his lack of wits. Applejack noticed Peter and winked at him.

"Nah, I'm gonna tell Spider-Man!" She laughed.

"He's just a stupid myth."

Peter poked the stallions back with his burning finger. The pony jumped in pain from the little burn. He quickly turned around and looked up to Spider-Man, whom stood much taller. The purple suit made him terrifying.

"S-s-s-sorry, I'll just p-pay for this." He backed up a bit.

"Yeah, you're right. You will." Spider-Man growled.

Turning around, he slowly lifted his hoof towards his bags to get money, but instead yanked them up and bolted off. Spider-Man, pissed off, webbed his legs within easy range. The stallion tripped and scraped up his lower jaw, yelping in pain. Applejack chuckled, but looked a bit shocked at the stallion whom stood up with a bloody jaw. She tipped her hat to Spider-Man in appreciation.

"Mighteh' thanks, sir." She smiled happily, but it soon faded. "Ya' didn't have ta hurt him li' that though."

Peter was not satisfied with her thank you, and opened his mouth to scold her but his spider sense buzzed in his brain and he thrusted his fist to the right of his head. It make impact on a suspecting stallion whom decided to retaliate. He jerked back in more pain, now with a cracked jaw that was bleeding profusely.

"Naw that's just wrong, Spidah-Man." Applejack frowned at the sight of the bloody, beaten stallion.

"Get over it." He swung away.

Applejack thought to herself, "I dun remember him being this mean befoah."

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

"So those are our goddesses and that's what they do." Octavia was out of breath from a long story.

"Mare and the moon, huh? Interesting." Octavious rubbed his chin, trying to get it all down in his brain.

"We've been sitting in this cell for hours, lets go!" Venom pushed. He jumped off the ledge of the broken cell and swung off the overhang it created.

"He's right, we might get caught." Octavious insisted. "We'd better go, Octavia."

"I told you, I gotta stay! Good behavior and all that."

"Your not being serious are you?"

"No, hahaha!" She jumped off the ledge and caught the side of the mountain.

"That's what I thought."

The three villains made it back to the base right around nightfall. The small building was set up like a shed, and had barely enough room for six people and a pony. The group of working humans lifted the rest of the heavy machines and set it up inside.

"I hate how you got us workin' why you go off and do your shit." Goblin evoked.

"My 'shit' will lead us to success." Octavious growled in his face.

"Back off, Gobby." Venom joked.

"What are you gonna do fatty? Sit on me? I'm soooo scared!" Goblin laughed sarcastically.

"Shut it! Both of you, shut up!" Beck yelled. "Can't a guy just sit in peace?!" He sat in a hammock made from leaves and vines.

"Mysterio, you fishbowl, get off your ass!" Venom screeched.

"What the hell is that?" Goblin poked at Octavia. She used her extendable limb to push his arm away.

"I, sir, am a pony. And you my sir, are an incompetent fool."

"A talking horse? How absurd! A bit of a bitch if I might say." Mysterio insulted. "What kind of trickery is this?"

"Beyond you, Beck." Octavious entered the building and let the pony handle her fame.

"I prefer to be called a pony, thank you very much." Octavia scolded.

"A pony? Your odd for a pony. Since when did ponies get tattoos? Or talk for that matter." Shocker questioned, looking at her flank.

"It's called a cutie mark thank you very much!" She said sarcastically. "Since when did humans get so ugly?"

"Listen you little talking horse-"

"Shut up Shock, let 'er talk." Venom hushed.

"Don't get any ideas." She smiled.

Spider-Man creeped in the foliage to get a good view of the gang. He could see Shocker, Venom, Goblin, and Octavia. Doctor Octopus wasn't anywhere to be found, which frustrated Peter. The leaves burned around him as they smoked against his burning suit. The smell of smoldering leaves and smoke slowly clouded the clean, forest air. Moving to a new spot, he climbed up a tree and hung on a branch upside down where nobody could see him because of the shade.

"Spider-Man won't stand a chance against all of us." Venom chuckled grimly.

"Why so confident?" Goblin played.

"He'll be dead before we even find him!" Venom's words scared Peter almost enough to scare the symbiote that burned on him. "The Symbiote I planted on him should sooner or later take effect and the neurotoxins will finish off whats left of him. A dead bug." He grinned again, his big stained teeth glared.

"You smell like horse shit." Goblin held his armored nose closed.

"Hey! I take offence from that." Octavia laughed.

The tree Spider-Man was on began to smoke as well. He jumped off, and bumped a branch. Leaves stirred and fell to the ground. A slight sudden rustle of the bushes made Shocker freak out and blast a cannon into a tree. He could have sword he'd just seen Spider-Man.

"You smell that?" Venom sniffed the air. "Somethings burning and-" He paused to chuckle, "I know exactly what it is."

Peter bolted off to Ponyville, where he would come up with a plan to get rid of them.

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

When Peter got back, the sun started to set and a loud storm cloud brewed in the sky. It began to downpour in a matter of seconds due to Pegasus weather ponies. He stopped right out of town, where he could began the ultimate plan. "Rip off the suit, and go plead to Twilight that I'm sorry. It has to work. But wait, what do I do with his thing." He grabbed a hunk and ripped it off; just for it to slide back onto his chest. "Wait, got another plan. This one even smarter." He grabbed two hunks and tore them off, throwing them to the ground. He repeated this process faster than it could regenerate and it quickly depleted from his skin. Peter yelled in pain as the symbiote burnt his raw, bare skin. It slithered up and down his legs and rapped around his thigh and neck. He threw up from the toxins in his system and continued to puke. A glimmer of hope sprung from under the symbiote. His actual Spider-Man outfit was still nestled tightly onto his skin, absorbing some of the burns though already scorched and torn. Peter took this advantage to take of his boot, slip on his mask, and shove as much of the goop in it as possible. All of it was stuffed haphazardly in his left shoe and he clenched the base so it could not slither out, even though it tried; Peter prevailed. He fell to his knees and gasped in pain. A mixture of sweat, rain, tears, and blood ran down his cheeks and neck. Slowly, he went unconscious and splashed into the cold, dirty mud.

*Hope you enjoyed the long chapter and the awesome pictures! I made the first one :D I need more prereaders, please if you can, add me on steam or skype. MSG me for details.*
Please comment and rate!

Chapter Four: Envy, Rage, and Evil

Peter's mind slipped in and out of consciousness. A chill ran down his back but was quickly faded by a soft, warm feeling that wrapped around him. The plushy force behind him lightly squeezed around his arms and a feeling of hot air engulfed his neck.. Slowly, he opened his eyes and was met by two, equally large purple canvases. He recoiled back a bit and fell off the bed.

"Whoa now, you ok? Sorry, I had to check for damage." Twilight backed up and blushed, "Guess I got a bit too close." She grinned, embarrassed.

A barrage of knocking came from the door and a sudden slam echoed the library bedroom. Rainbow Dash had busted down the door and looked very nervous.

"Is he gonna be ok?!" She gasped at the sight of Peter, still weak and getting up from sudden fall from the bed. She bolted over and hugged around his arms tightly along with a high pitched squee in delight. "You're ok!

"I'm fine, I'm fine. Uh, Dash. Do you mind?" He chuckled awkwardly.

"Oh, sorry." She tightened her hug.

"No, I mean get off."

"My bad." She noticed that she lied on top of his chest, and quickly flew up towards the ceiling.

Finally being able to get off the floor, Peter first check his body for any mishaps. All of his bones were in order and his skin was back to normal and not scorched from the symbiote. Though looking down at himself, he noticed something was missing- the spider-suit. Gasping, he noticed the pants were still left on, leaving him to sigh in relief. His boots were muddy along with his neck and hair, though his face was perfectly clean despite landing first in a mud-puddle.

"Good, at least you had the decency to leave my pants on!"

"Heh- uh yeah I remember what you told us about humans having clothes." Dash grinned.

"Hey wait a second, my boots are off! Wait- Oh no-"

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

[Listen for dramatic effect. Open in new tab]

Trixie finally got done perfecting her firework move. With some concentration, she could make this a spectacular show! Much better than Twilight would. Moving to this town was a good idea, for nopony knew her bad story against Twilight Sparkle and her stupid incompetent friends. Oh how she wanted revenge. How she wanted to give Twilight a taste of how it felt to be unloved. She ruined everything Trixie had. Her life. Her magic. Her show! As Trixie grew more angry, she started to feel a small burning sensation in her left hoof. Wincing at the pain, she pulled back though her hoof was apparently glued to the floor. An awkward purple slime slowly creeped up her leg and burned her fur straight off, leaving bald spots. Shocked, Trixie used her magic to yank it off, but that proved to be no help. With a chill down her spine, the pain stopped so very suddenly when it crawled up her back and covered her ears and face. Much to her surprise she could still see and talk, so she screamed for help. The black goo pulled her mouth shut and forced her to the ground, continuing to cover her body. The whole process did not hurt and she started to feel- stronger. Faster. Better. She felt like she was her magic, like she could control every part of it. Usually unicorns have to work at controlling magic like this, but it only took seconds for Trixie and this... material. It actually felt pretty good, though it scared her. Her coat (fur) turned purple and had a bright luster to it. The shiny goop was so thick it hid her tail and sharpened her horn.

Turning, she looked in her mirror and screamed in shock. Large, sharp, white teeth protruded out of her lips and a long, rough tounge slid out like a snake and drooled. Freaked out, she could do nothing but scream. Her voice was no longer feminine and sophisticated but ugly and dark with a tone of squeak. Terrified, she bolted out the door and ran for the forest so nopony would see her. She was running- very fast. Extremely fast. Too fast, she was going to run into a tree! She couldnt stop in time, so she ran all the way up the tree and backflipped off. Dazed and dizzy, she looked around to make sure nobody saw her. She stared down at her hooves and back at the tree, still in complete shock. I just ran up a tree. How is this even possible? A long strand of thick web-like material shot out of her and and connected with a rock. She tugged away and the rock went flying. This just added on to her confusing dilemma.

"What is this thing?!" She tugged at it at her teeth.

"We don't want to harm you." Her own mind cooed. "We want to help you!"

"What?! Whats going on!?"

"We want to assist you in killing Twilight Sparkle and Spider-Man."

"Who the hay is Spider-Man? I don't want to kill Twilight, I want her to be hated like I was in Ponyville. I want her to suffer!"

"Suffer, yes? Then do as we ask."

"We?"

"You and us."

"Who's 'Us'?"

"Toxic."

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

"Tonight, we attack Ponyville!" Doctor Octopus announced to his comrades. "We go for Spider-Man's friends first. A pony by the name of Twilight Sparkle. Shocker, charge up your beam. Mysterio, get your illusions set. Venom- you do whatever it is you do, and Vulture; sharpen your blades." He commanded. "Goblin."

"Yes?" He responded.

"Grab your bombs."

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

"Let's go for them tonight." Toxic asked herself. Trixie, under the control of the symbiote, nodded. "Yes, let us go tonight. I can't wait to spill blood."

"Let us show you what we can do." Toxic growled. Trixie, again, agreed and ran back to the town.

She webbed up to a top of a house with her fake, symbiote webbing. The purple goo was thick and sticky, working very well for swinging as a spider. She could jump so high and finally made it to a forest. The hot sun did not even cause her to sweat and no matter how much she galloped, nothing could tired her. She even ran up a tree and kicked one down! Super strength as well as super-pony speed and agility. Though she missed the wind in her mane, which she had no longer (or a tail), she could still get used to the insane speed and fast reactions. Oh how she wanted to shed the tears of Twilight. So... Bad... Revenge...

Chapter Five: Avengers

Peter ran all over the library for the symbiote. He checked under rugs, in closets, and even on the ceiling but it was nowhere to be found. It could potentially destroy this world if it really wanted to with the power it has, especially if taking hold of a unicorns magic!

"Peter, you still haven't told me whats wrong!" Twilight spoke up as she watched the human lift up her furniture and toss it around like it was nothing.

"Twilight!" Peter grabbed Twilight by her shoulders and stared into her eyes, causing her to blush rapidly. "Did you see anything purple when you found me?!"

"No, why?"

"Arg! I need to find it!" He let go and bolted out the door, causing Rainbow Dash to tumble over as she was going to knock.

Spider-Man quickly put on his mask and ran directly where he was knocked out. It was right around Sweet Apple Acres, near the forest's border. Even the same puddle was still there, but no symbiote! Scared and worried, he went to find Rainbow Dash and ask if she seen it. Right on cue, she was flying towards him to see why he was so worried.

"Dash! I need to ask you something very, very important!"

"That is?" She landed.

"Did you see something purple, and looked like sludge craw away when you two found me?"

"Oh, sorry dude; I'm not the one who found you. Did you ask Twilight?"

"Ur, yes I did. She said she never saw anything like that."

"Need help finding it?"

"No!" He caused her to recoil a bit at his sudden outburst. "Stay away from it!"

"Ok! Ok! Geeze."

Peter had to find it quick, he had a feeling that tonight the villains were going to attack, and if a pony had the symbiote, that would just add on to the list of baddies. He thought of a plan to take them out alone, but there was no way he could. The villains that Octopus had round up are the worst of the worst. Each of them almost killed Spider-Man one way or another.

"What I need right now is a group of my own!" He said to himself. Dash perked up as she listened. "Sorry Dash, I mean humans. More like me."

"Aww, darn." She drooped her ears and flew off slowly.

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

"Madam Web, if your listening right now, which I know you are, I need to speak with you." Peter spoke in his mind. Hopefully she could help him somehow. With a flash of light, he was in her spacious room again.

"Spider-Man, I accept your need for help. I only have enough power to teleport a few beings to this Dimension."

"How did you know that I wanted- Oh yeah." He smirked. "You can read minds."

"Well? Make your request."

"Oh right, uhh: Captain America, Iron Man, and- Hulk."

"Interesting choice."

"Yeah, but the best of the best."

"So be it. I will summon them."

With another flash of light, three beings materialized in her room of webs. One was an iron concoction of red and yellow, another one with blue dragon like scales for a suit and wielding a big round metal shield. The last was perfectly normal. Bruce Banner, Tony Stark, and Steve Rogers. All of them were Avengers and done a great deal of damage to the villain race.

"What is this? Where am I?" Captain America asked.

"What the heck?" Tony followed the confusion.

"This does not look too good." Bruce started to worry until he saw Spider-Man.

"What's it this time, Spidey?" Tony asked, he did not want to go threw another battle. "I was in the middle of a relaxing bath."

"What are you with out that suit?" Steve chuckled.

"Billionaire playboy."

"Alright you three, I got you here for a reason. Doctor Octopus created a device to bring him to another dimension. Unfortunately, this one is full of beings whom have no idea of the problems that are going to break out."

"Who's all here?" Tony questioned.

"Venom, for one is bad enough as it is. Mysterio, Vulture, Shocker, Goblin, and Doc-Oc has created his own villain from a being of this planet. She's a replica of him except, well, being a pony."

"A what now?"

"Ok, I know this sounds ridiculous, even if we are all things that could never happen, but the species of this planet are literally ponies. Little horses that come in every color. Some of them are unicorns and some pegasus."

"You're kidding, right? Please say your joking."

"No, I'm being as serious as I can be."

"Was that sarcasm?"

"No, it was not."

"Was that sarcasm?"

"No! I'm telling you the truth here! Venom somehow has another symbiote on the loose in this world, so who knows who it's attached itself to."

"Shit, well we're screwed."

"No, we have a chance if we work together."

"Whatever you say, Spidey."

"Ok Madam, go ahead."

[Please play music for funny part. Open in new tab.]

Another flash of light engulfed the group of super heroes and they ended up right in the Library. Twilight, whom was reading a book, jumped so high she almost hit the ceiling.

"It's ok, Twilight! These guys aren't gonna hurt you." Peter cooed.

"W-what are they?"

"What does it look like? More humans!"

"W-why are they h-here?" She began to tremble.

"We're here to save you!" Captain America boasted.

"D'aw! It's a little purple horse!" Iron Man face plate slid up into his helmet and revealed his face, mustache and all. He approached Twilight and patted her head like a dog. "Good horsey."

Peter, laughing, grabbed Tony's hand to stop his nonsense. "She's like me and you, Tony. She can talk."

"Oh, right."

"I'm not a horse." Twilight became annoyed. "I'm a pony."

Bruce was looking around the library, reading some books. Most of them were actually, to his surprise, like ones on Earth. It was like ponies replaced humans.

"This is so strange! It reminds me of a kids show." Steve chuckled.

"Yeah about that-" Peter smiled.

Rainbow Dash busted through the door in search for Peter but she was greeted with not only one human, but four. Iron man was the most intimidating. Her eyes grew very wide as she stared at them.

"Whoa-"

"Dash, this is Iron Man, Hulk, and Captain America!"

"Pleased to meet- uh, you." Steve smiled, trying not to be awkward.

"It's a blue 'pony' with wings. How could this get any weirder?" Tony chuckled. "I've never seen anything like it!"

Rainbow Dash just stood there with her jaw wide open and her big, pink eyes shifting to all of them.

"You think we're weird? Look at yourself." Twilight joined the awkward joking.

"Ohmygoshohmygoshohmygosh! More super heroes! Awesome!" Dash potentially jumped Iron Man.

"Whoa now, calm down." Peter scolded. "They aren't staying here for long."

"Darn." She sighed.

"If your like a Spider, what do they do?"

"I can fly and shoot lasers out of my hands." Tony boasted.

"You can fly?! Wooow we should race!" Dash grinned.

"I'm way to fast for you."

"Nuh uh, no way. How much you wanna bet?"

"Alright you two, cut it out." Peter intervened. "Captain America is like me, except the Spider parts. Super strength and agility. Hulk is... well he's just hulk."

"Yeah, I turn into a big, giant green monster." Bruce frowned. "I'm not loved as much as them though."

"C'mon Bruce, your stronger than all of us combined though." Tony patted his back.

Peter sat next to Twilight on the couch and watched the Heroes move about and check out the library. Rainbow Dash and Iron man went to go race as Bruce sat and talked to Spike. Captain America, however, was more calm and joined the conversation between Twilight and Spider-Man.

"So you have a god?" Steve questioned.

"Yeah, she's also our princess. She even moves the sun every day."

"This place just gets stranger and stranger."

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

"Are you ready now, Shocker?" Doc asked.

"Yes, I'm all charged."

"How about you Goblin, how many bombs do you have?"

"I only brought ten."

"That's not enough. You disappoint me."

"So hungry, I need food." Venom growled.

"Don't worry Venom, the plan is happening tonight. I'll send you back when it's complete."

"What if Spider-Man actually wins?" Vulture grimaced at his thoughts.

"He won't." Shocker uttered.

"Enough of this conversation! Tonight will be our victory." Octavious praised.

"Octavious, what do I do once you leave?" Octavia worried.

"I won't be leaving. I'm taking over."

"Oh right, what will be of me?"

"My assistant."

"Sounds good."

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

Toxic walked around the forest. The afternoon sun gleamed down at her, unable to heat her body. She felt good with the symbiote. She felt like a giant weight was lifted off her back.

"Tonight, we're going to kill them."

"Tonight? Why tonight?"

"Because that's when he'll be weakest."

"He is weaker at night?"

"No, others will attack as well."

"Who's the others?"

"Do not worry about that information. We want the Spider-Man dead and we'll take our leave."

"Your going to leave me?"

"It is you who will be lost."

"What does that mean?"

"Do not fret at our spoken words. We have given you power."

Trixie sighed. "Yeah, you're right. You have. Tonight we'll kill Spider-Man."

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

Woosh! Tony flew over Ponyville with Rainbow Dash. He had beaten her once in the first race and was now doing a second one to prove who's faster.

"You're never gonna beat me!" Tony laughed as he zoomed past her. She sped up, but began to grow tired.

"Wow, I finally met someone faster than me!" It felt good to not be the superior in the race, though she's never lost an actual race. To a pony, that is. Pony or not, she just lost.

"I gotta say, you're pretty fast."

"Yeah, that'd be my rocket boots."

"Seriously? Rocket boots? What could be cooler?"

"I dunno, maybe my laser cannon."

"Wow! Can I see it?"

"Better yet, I'll demonstrate." Tony stuck out his chest and shot out a scorching, blue laser from his chest. It hurt Dash's ears from the echoing sound, though the awesomeness made up for it.

"That's so cool!"

"Heh, I know! Made it myself."

"You must be super ultra smart!"

"Yep."

*Authors Note: I hope you enjoy the pictures :D Please do leave comments! The next chapter is the last, other than the Epilogue. It's been so fun writing these, but I might move on to writing my Hl2:X story. I'm also starting two new stories called, "The Beginning of the End." and "Elder Scrolls X: Equestria." Because I love Skyrim so very much.*

Chapter Six: Battle of the Worlds

The bright, white moon glistened in the sky like a star. A cool breeze sweeps across the mountains, carrying sheets of snow to melt upon the warm grass below. The trees swayed back and forth and fray in the warm, summer wind. Such a peaceful night for the four heroes in Equestria, but not for long. Peter sat next to Twilight on the balcony to watch the stars gleam heavily in the night. Both of them said nothing for a while to not break the peace, though awkwardness pursued.

"You know, back on Earth, the sky was never this beautiful." Peter awed.

"Not every night is like this one though."

"Not every night I end up here." He chuckled.

"When are you going back?"

"Whenever I can make sure Octavious takes his leave."

"Oh, ok."

"That'd be tonight."

"You're saying there attacking tonight?"

"I have a strong feeling that something's gonna happen tonight, either it be an attack or not."

[Open in new tab, fight music]

To this words, Peter's spider sense buzzed like an alarm in the back of his head. A large metal tentacle busted through the balcony floor and grabbed Twilight. Shocked, Peter slid on his mask and jumped off the balcony. Hearing the commotion, Bruce and Tony busted out the library door. Shocker shot Bruce with his pulse beam and sent him flying back through the library door.

"This- is my boomstick!" Iron-Man returned fire with a charged chest beam, sending Shocker tumbling into Vulture.

Spider-Man, still distracting Doc-Oc, webbed his feet and yanked backwards. Octavious toppled over in a heap, giving Peter time to grab Twilight. "Get inside!" He yelled to Twilight. She did as he commanded.

"Spider, we got a problem." Tony, holding Venom back, pointed at Goblin who was holding bombs.

Furious, Bruce tore off his shirt and felt the rage inside of him grow. As it grew, so did he. His skin became thick and green. With a death defying growl, Hulk was at full size. Twilight, sitting there, froze in terror. Hulk patted her head to reassure but that did no help. He busted through the front wall and jumped at Goblin, grounding his glider. Hulk grabbed his neck and smashed him into the ground.

"ARG! HULK SMASH PUNY MAN!" He screamed.

"Whoa, hulk's got skills." Iron-Man chuckled. He turned to meet Vulture's wing. The sharp blade couldn't pierce his iron suit. "That's gonna leave a scratch." He returned with a punch in Vulture's unprotected face.

Spider-Man focused on the giant snake behind him, which was obviously Mysterios. "You got a black-belt in stupid if you think your gonna beat me Mysterio." He webbed through the snake and caught Mysterio's visor and yanked back. Beck's head lodged in the dirt. "I'm using that stupid fishbowl of your's as a snowglobe!"

Iron-Man continued his onslaught until Vulture bolted up above to escape the wrath of his iron fists. Annoyed, Stark followed him. "If my calculations are correct, when I hit eighty-eight miles an hour, you're gonna see some serious shit."

"Lets see then." Vulture tore through the sky to run from Iron-Man. "Catch me if you can, Iron-Man."

"Why do villains have such horrible comebacks?"

Hulk ran at Venom, whom noticed the sudden stampede. He dodged out of the way and webbed Hulk's legs. Hulk broke through it easily, grabbed Venom's arm and threw him at Doctor Octopus, whom was just getting up.

"Nice one big guy." Spider-Man grinned under his mask. They were winning. He noticed Mysterio getting up from his sudden fall. He grabbed Mysterio's Suit and lifted him up, "You have to ask yourself one question. Do ya feel lucky punk? Well do ya?" He jabbed Mysterio's Visor, shattering it. "What happened to Captain America?"

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

Fwap! Captain America punched Octavia's snout. She recoiled in pain, thrashing her tentacles. He had heard something eariler and checked it out, that turned out to be Octavia sneaking around.

"Listen horse, I don't have time for you."

"I'm a pony!" She raged while trying to knock him down.

Captain America whipped his shield at her tentacles and it circled around her, cutting them off. She went down pretty easily due to lack of skill. He heard a loud buzzing sound in the sky, followed by a large crash. Iron-Man and Vulture soared overhead. He saluted to Iron-Man, whom nodded his head.

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

"Two down, three more to go!" Spider-Man confirmed. He noticed Captain America running towards the fighting. "So glad you could make it!" He joked.

Hulk, very angry at this point, punched Shocker at full force. He went flying through some buildings and ended up hitting a tree. Continuing his outburst, he jumped on Venom and repeatedly punched his face, snapping his jaw with every blow.

*****

Iron-Man sped up and grabbed Vulture's leg. The large, metal talons on his boots scratched at his helmet.

"Just give it up you old buzzard!"

"It's Vulture! You can't even get the name right!"

"Whatever." Tony whipped him at the ground which proved very effective. He grabbed the unconcious villain and carried him back to Spider-Man.

*****

"That's it! All of them are down!"

Hulk slowly shrinked back down into Bruce Banner. He was soaked in sweat and breathing immensely.

"Awesome." He smiled.

"Now wheres- There he is." Peter waved to Iron-Man. He was carring Vulture by his leg.

"We won." He patted Steve's back. "You guys, are my heroes."

*Author's Note: This is the last official chapter :D I hope you enjoyed the fight, because I sure did love writing it! I'd like to thank you guys for rating this so high and giving me comments, because I adore them oh so much. Feedback=Win*

Epilogue

Epilogue

"Looks like it's time for us to go."

"Can't you stay longer?" Twilight asked.

"We went through this last time, Twilight. I can't."

She frowned. "Alright, then this is goodbye."

"Yeah."

"Spider-Man, it is time." Madam Web said in Peter's mind. No one else could hear her.

Twilight, now pouting, hugged Peter tightly. "Goodbye, Spider-Man. We'll miss you."

He returned the hug. "I'll miss you too."

"Bye Iron-Man, 's fun racing you!" Dash called out before he materialized in the air. Bruce and Captain America followed. Waving, so did Peter.

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

Toxic paced back in forth. "We we're suppose to attack tonight. It is too late. He has left."

"What do we do now?"

"We'll just wait for his return."

The End?

Confirmed!

Hey true believers! I do have some good news for those of you who like this series! I am continuing another story and will never stop. I have also gone so far as to make a trailer for the next installment. I was bored with Sony Vegas :P (Please rate and leave a comment here, and not on youtube. Thanks :3)

SPIDER-MAN: Broken Destiny (TRAILER)