The Amazing Spider-Mare: A Long Way From Home

by SuperPinkBrony12

Rating: everyone
Tags: Pinkie Pie, Crossover, Alternate Universe, Sad, Original Character, My Little Pony: Friendship is Magic, Cheese Sandwich, Other, Starlight Glimmer, Romance, Thriller
Length: 44069

(Sequel to "The Amazing Spider-Mare: Sinister Secrets".) Spider Mare and Black Cat travel back to Manehattan to clear Spider Mare's name when an impostor starts causing trouble. Meanwhile, events unfold in Ponyville that create a new super villain.

(Takes place in an alternative universe post Season 5. Familiarity with the prequels is strongly encouraged.)

Spider Mare is back once again, true believers! She's embarking on her biggest adventure yet, with her trusted partner (and love of her life) Black Cat by her side.

Manehattan is being terrorized by none other than Spider Mare, or so it seems! An impostor is clearly out to ruin the wall crawler's reputation, and the only way to clear things up is for Spider Mare and Black Cat to journey back to Manehattan to confront the impostor.

While the crime fighting couple are away, events unfold in Ponyville that will see Starlight Glimmer (a close friend of Spider-Mare's secret identity in Pinkie Pie) become a super villain. A new addition to Spider Mare's growing rogues gallery!

And as if things weren't already bad enough, it seems like Pinkie Pie is under the weather. Her spider powers are on the fritz. Could this be an untimely end for our beloved wallcrawler?!

Published 2022-08-11 17:50:02 UTC
Last updated 2022-08-27 18:11:09 UTC

Power of the Press

While Equestria was known as a peaceful society, that didn't mean that crime was non-existent. Even violent crime, though a rarity, did happen from time to time. And whenever it did it was almost always front page news, no matter where or when it happened.

Of course, there was one thing that any number of criminals always feared whether they admitted to it or not. Something (or rather someone) that would make their very fur, feathers or other outer extremities crawl: Spider Mare. By now her exploits both alone and with her crime fighting companion Black Cat were known far and wide. Yet there were still criminals who believed it was all just made up, a scare tactic intended to keep would be law breakers in line.

So it is that our story begins with what by now must seem commonplace even in a town like Ponyville, the self-proclaimed friendship capitol of Equestria.

It happened so fast there was hardly time to sound an alarm, an alarm that was quickly silenced by the sound of a high powered rifle shooting off a laser blast. The blast quickly destroyed the alarm system, and the sound of screams replaced the blaring tones of the alarm bells.

Several ponies in black, armored suits with green visors for eyes and each packing a laser rifle of their own were going around. They had specifically targeted this location: The first national bank of Ponyville. And while most of the ponies were brandishing their rifles at other ponies scattered throughout the bank, one was currently having a conversation with a plump earth pony mare with a shiny silver coat. Her darker grey mane and tail stood on edge, and her ruby red eyes had widened to the size of dinner plates from the fright. Her cutie mark had unfortunately singled her out as the bank president: Three small jewels spaced apart just roughly enough to form a triangle.

"Now listen here, Miss. Silver Standard," The armored pony spoke in a deep and ominous tone of voice. "Here's how this is gonna work. Just give me and my boys all the money you've got in the vault and any you've got stored anywhere else in this here building. We're cleaning it out, think of it as late spring cleaning. Just do that, and nopony has to get hurt. Please, don't make me force your doctor to have to do some 'corrective surgery' on that pretty face of yours."

Silver Standard gulped and obeyed, trotting over to the vault and opening it with a special key. "It's all yours, every last bit!" She tried to sound fearless but her tone of voice betrayed her. "Just don't hurt me, or my customers."

The armored pony simply lowered his rifle and trotted over, giving a whistle to some of the other armored ponies. "Come on, boys. Let's grab what we came for and get out! The cops will be here any minute, and we've gotta be long gone by then!"

"Yes sir, boss!" Two other armored ponies replied as they rushed over, quickly filling up huge sacks with every single bit coin stashed within the vast confines of the bank! In the blink of an eye, the vault was completely emptied, not a single bit was left.

The remaining armored ponies slowly left their posts to join their comrades, and the one who had threatened Silver Standard a moment prior seemed to smile. "Pleasure doing business with you, mares and gentlestallions. And remember, don't any of you think of telling the cops about us. If anypony asks, you saw nothing! After all, bad things happen to tattle-tales!" Then with a laugh, he and the rest of the armored ponies fled the bank.

The small group quickly ran through the outskirts of town, before finally ducking into a back alley to count their loot. "Looks like we hit the jackpot, boys!" One of the stallions declared without lifting up any part of his armored suit. "Now we just need to hide out until the heat dies down. Should be easy enough to give the cops the slip if we do that."

But at that moment a voice unfamiliar to the criminals spoke up. "Ooh, yeah, the shady back alleys. Yeah, they'll totally never think to look for you here. You might as well hang up a sign that says 'Come Arrest Us'."

"I guess someponies just never learn." Another unfamiliar voice commented in what sounded like a mocking tone of voice.

The armored ponies were quick to brandish their rifles, pointing them in all directions as they tried to scan for signs of a possible intruder. "Who's there?!" The one from before shouted! "Whoever you are, you're messing with the wrong crowd! We've got weapons!"

But the voice that had been the first to speak to the criminals only replied. "Ooh, yeah! Laser rifles! Really scary! I know how you 'tough guys' work. Let's just say I've got friends in high places." And then, from above came a rain of what could best be described as some kind of webbing. Before any of the armored ponies could react, they felt their weapons be yanked out of their very hooves!

Then, jumping down into the alleyway, was a pony wearing a red and blue colored suit with lines that loosely resembled a spider. Accompanying her was a pony wearing a long, black bodysuit and a black mask across his face. He had some kind of stick attached to one side of him.

The lead pony in the group of armored robbers growled. "Spider-Mare!"

Spider Mare grinned and smiled as she effortlessly crushed all the laser rifles that were brought before her. "You boys really gotta learn to be more careful with your toys, or somepony could really hurt themselves."

"We're not scared of you, Spider Mare! You're outnumbered!" Another robber shouted. "You and Black Cat picked the wrong day to mess with us!"

Black Cat only threw back his head and laughed. "Then come and get us if you're not afraid. We're open."

Without hesitation, one of the robbers rushed forward in preparation to throw a punch.

Black Cat and Spider Mare both dodged out of the way, and Spider-Mare quickly swung around and brought the would-be-attacker down with a swift kick to the back. A flick of the wrist tied him down to the ground with webbing.

The process quickly repeated itself as the crime fighting duo effortlessly subdued every single armored robber. Without their laser rifles, the thugs didn't stand a chance.

Black Cat brought down the leader with a stream of webbing, pinning him to a wall as the robber struggled in vain to break free. "Let that be a lesson to all of you," He declared to the subdued gang. "Crime doesn't pay."

"We'll just be taking those bits you stole back now," Spider Mare declared as she used some of her webbing to retrieve the sack of bits. Then, in the distance she heard the sound of police sirens. "I think we'll let the law handle things from here. And when you're in the slammer, just tell 'em your friendly neighborhood Spider Mare sent you." And with that, she and Black Cat webbed back up and disappeared from the alley as if they'd never been there.

The police arrived in the alleyway about a moment later. Officer Copper Top could only smile when she saw the scene that greeted her eyes. Spider Mare and Black Cat had done it again.

"We sure showed them, didn't we?" Spider Mare smiled as she watched the scene from a nearby rooftop.

Black Cat nodded, lifting up his mask to reveal his identity of Cheese Sandwich. And he saw his partner do the same, revealing the love of his life in Pinkie Pie. "Yes, honey, we certainly did. That should hopefully put an end to the Jade Syndicate, at least for the foreseeable future."

Pinkie's smile grew brighter. "All in a day's work. Another criminal gang gets taken down and the streets are made even safer. I really couldn't ask for anything else." Then she let out a yawn.

Cheese turned to look at his wife and couldn't help but be concerned, especially since he noticed the slight bangs beginning to form under Pinkie's blue eyes. "Are you okay, dear?"

"I'm fine!" Pinkie Pie insisted as she shook her head to shake the cobwebs. "Just a little tired, is all. But I'll sleep a lot better now that I know the Jade Syndicate isn't terrorizing ponies and robbing banks. Those late night stake-outs take a lot out of you," Then she pulled down her mask to resume her secret crime fighting identity. "Now come on. We've gotta get these bits back to the ponies. Think of it as an early Hearth's Warming present." And after picking up the sack, she took to the air via her webbing.

Cheese Sandwich simply put his mask back on and followed his wife, even though he couldn't help but think to himself. "She's been tired a lot, lately. Something's got to be up. I just wish I knew what. We're married now, there shouldn't be any more secrets between us."

The bits were soon returned to the bank, and Silver Standard couldn't help but cry out "Thank you, Spider-Mare!", even though by the time she made such a cry the wall crawler had already disappeared into the distance.

Spider Mare and Black Cat then returned to the loft above Sugarcube Corner, ready to enjoy some rest and relaxation for the first time in what had to have been several days. Taking on this heavily armed and hi-tech gang of bank robbers had been grueling and exhausting work.

However, as they drew near they happened to notice a very familiar figure waiting outside the bakery. It was Officer Copper Top, and she seemed to have been waiting for some time if the anxious look on her face was anything to go by.

So the crime fighting pair swooped down to talk to Ponyville's top cop, with whom they had a secret connection with. Copper Top was the one who'd tipped them off about the Jade Syndicate, in exchange for them helping her to bust them.

"Spider Mare, Black Cat," Officer Copper Top greeted the two in that formal tone of hers. Her Manehattan accent still shining through despite all the time she'd been spending in Ponyville. "I was hoping to run into you two."

Spider Mare cheerfully greeted. "Thanks again for the tip about the Jade Syndicate. You won't have to worry about them any longer. I doubt any stragglers will want to try their luck after seeing the big boss get carted off to jail."

Black Cat nodded. "Honestly, those guys were all talk. Without their rifles, they were nothing," Then he pondered. "But where could they have gotten such hi-tech equipment? I don't think you could just pick that stuff up off the street, or even the black market."

Copper Top could only shake her head in response. "I'm afraid we don't know yet. We're going to start interrogations of the head honcho as soon as we can nail down the charges against them," Then she cleared her throat. "But that's not what I wanted to talk to you two about. Something's come up, and I figured it'd be best if you heard it from me rather than from somepony less friendly."

"What are you talking about?" The wall crawler questioned with concern. "I thought we did a good job covering our tracks so that nopony but us knows about our little 'meetings'."

"Probably better to show you rather than try to tell you," Cooper Top explained and pulled out a clipping of a newspaper article. "Saw this posted on the board when I came in for my shift this morning. I knew I had to show it to you as soon as possible. You won't like it."

Spider Mare quickly took the clipping and brought it close. The newspaper from which the clipping had come from was a paper called Daily Bugle. The headline boldly proclaimed: "Spider Mare Strikes Again" and then contained the beginnings of a blurb. Said blurb mentioned Spider Mare in very unfaltering terms.

But it was what was beneath words such as "Public Nuisance" and "Masquerading Menace" that caught the costumed crime fighter's attention! She read aloud: "Authorities have implicated Spider Mare in yet another hi tech robbery. This time, she was spotted fleeing the scene with a powerful generator lifted from a science expo being held in downtown Manehattan. This is but the latest in a string of robberies and other crimes that the wall crawler has been unmistakably implicated in over the past two and a half months."

"It gets worse," Officer Copper Top glumly told the wall crawler. "I just heard from the department that they're sending the royal guard to Manehattan to investigate. And they're under orders to capture you if they spot you."

"This has to be a mistake! I haven't been to Manehattan in a long time!" Spider Mare firmly insisted on her innocence!

Black Cat then saw fit to ask. "Where is this Daily Bugle that's been printing such outlandish stories?"

"My sources tell me it's in Manehattan, near the theater district," Copper Top informed the two. "If it's getting to the point where the royal guard has to get involved, then it's serious. It may only be a matter of time before orders are sent to every police and law keeping unit in Equestria to issue a warrant for your arrest. If you don't want it to come to that, you'd better find a way to clear your name while you still can."

Spider Mare looked back to Black Cat with a look of fiery determination in her eyes. "We're leaving for Manehattan first thing in the morning! Whoever the publisher is, he or she is gonna regret trying to slander my reputation! I would never steal from ponies, or other creatures. Everyone should know that by now."

Copper Top tipped her hat and adjusted her sunglasses. "Well, whatever happens, just make sure you don't mention how you found out about this. If push comes to shove, I know nothing," And she then warned. "Even if we are partners, if the law gets between us I'm gonna have to side with the law." She then departed. The stakes had now made themselves known.

Author's Note

The reason why I chose to make this fanfic this year is because it's the 60th anniversary of the creation of Spider-Man. I knew I had to do something for that major milestone.

I established Officer Copper Top in my previous installment, basing her on a relative newcomer to the Spider-Man scene in Yuri Watanabe who is basically the Jim Jordan to Spider-Man's Batman. The Jade Syndicate in both name and design comes from the name given to the bank robbers who make up the four stages of the 2000 Spider-Man video game, and are one of four fightable mooks in some of the game's extra modes.

Silver Standard is a headcanon mom for Silver Spoon, with Latecomer being the inspiration behind Silver Standard's job. And yes, the Daily Bugle newspaper in Manehattan is intentional as you will soon see.

Menace to Society?

Pinkie Pie opened her eyes very slowly the next morning. She only barely remembered having made it to her bed and placing her head upon the pillow the night before.

"Good morning, dear," Cheese Sandwich cheerfully greeted his wife. "You must've been more tired than either of us thought, you slept far longer than you've ever slept before. Usually, I'm the one being woken up."

Pinkie smiled back and shook the mental cobwebs from her mind. "Well, I'm wide awake, well rested and ready to go now!" She firmly declared, and then trotted over to her discarded Spider-Mare costume hanging at the edge of her bed. It wasn't long before she had put it on.

Cheese was more than a little bit concerned. "Honey, are you sure we need to go right away? What about breakfast?"

"We'll grab something after we straighten out the mess with the Daily Bugle! I don't know why any paper would try to make me look bad, but it stops right now!" The suited up mare declared with a look that made it seem like her eyes were casting daggers at anything unfortunate enough to get in her way.

"Alright, alright," Cheese reluctantly agreed as he slipped into his suit and assumed his crime fighting identity of Black Cat. He knew that when Pinkie Pie got this serious, it was no use trying to argue with her. Oh well, you couldn't help who you married and Cheese wouldn't have his wife any other way. "By the way, I did a little bit of research on that paper and I got a name: J. Jeffry Jackson. Apparently, he has a cousin named Buried Lead. You know, the one who did that exclusive interview when Rarity opened her Manehattan boutique?"

It took but a second for Spider Mare to recall such a pony. "Oh yeah, him! He seemed nice enough. I was worried he'd make it sound like the opening of Rarity For You was an almost total disaster, but he kept the reports of mishaps to a minimum," She recalled her interactions with that reporter, however brief they had been. "Can't imagine him having any connection to somepony who'd try to run a smear campaign against me. I never even heard of this Jackson guy, I'm pretty sure I never did anything to him to warrant him slandering me."

Black Cat hopefully spoke up. "I'm sure it's all just a misunderstanding. He probably doesn't truly appreciate everything you've done for Equestria, or he's new in town and wasn't around the last time we saved Manehattan," He pulled out the baton that he used to shoot wires and held it up. "Well, we'd best get going, then."

Spider Mare smiled and teased. "Hope you can keep up with me!" And then with a flick of her wrists, webbing shot out and she was off! Black Cat following close behind her as the superhero couple headed for Manehattan. It never even occurred to them to just take the train, that's how used they were to traveling under their own power.

After traveling non-stop for almost an hour, the superheroes reached their destination of Manehattan. It was still the shining city by the bay that it had always been. The construction site that had been the scene of the epic battle against the Sinister Six had now been cleared, a magnificent and looming skyscraper now stood in its place.

And it was the good fortune of both heroes to see that this skyscraper was the headquarters of the Daily Bugle. Perched high above them was a towering neon sign that depicted the paper's logo: An earth pony carrying mailsacks and blaring a trumpet to call attention to themselves.

"We could just go in through the front door and ask the receptionist," Black Cat proposed to his partner. "I'm sure Mr. Jackson would be more than happy to give us an immediate appointment."

Spider Mare disagreed. "You know those big CEO types. They've no time for anypony or anything. Mr. Jackson's bound to be no different. I prefer the direct approach," She shot out her webbing and began to climb up the side of the building. "I'll just find his office and slip in. He'll have to hear me out then."

Black Cat reluctantly agreed even as he remarked. "At least my way wouldn't involve scaring him half to death."

The two superheroes thus scaled the skyscraper's walls, peering into every glass window they could find in order to determine which room might belong to Mr. Jackson.

At last, after scurrying up almost the entire length of the building, Spider Mare spotted a promising room through a glass window on the very top floor. Seated at a desk was a unicorn stallion with an odd looking curly horn. He had a weird brownish hue to his coat that clashed quite noticeably with his dull green eyes. He sported a mane and tail cut short and the mane styled into squares: Both featuring mostly grey locks but the very top of the mane and the tail were colored blackish-brown. Although he wore a bluish-gray suit with a white collar and a black tie, you could still see his cutie mark which depicted a stack of newspapers.

There was no doubt about it, this had to be the J. Jeffrey Jackson who owned and ran the paper. It even looked like he had a coffee mug that spelled out his name. And he appeared to be laying back in his desk chair, looking at a copy of his paper that rested on his desk.

Spider Mare didn't hesitate to crawl to the window and knock on it, hoping to get the unicorn stallion's attention.

Sure enough, the stallion rose from his desk and turned around. When he did so he immediately spotted the intruder on the other side of his office's window pane, and he frowned when he saw who it was. Still, he went over to the window and opened it. "Well, well, well," He appeared to grumble. "So we finally meet face to face, you wall crawling menace."

"Hey now," Spider Mare ignored the taunt as she climbed in through the open window, and then gestured for Black Cat to do the same. "Let's not start off on the wrong hoof. It's just me, your friendly neighborhood Spider Mare."

"And you can't forget her trusty partner in crime fighting, Black Cat." Black Cat declared as he climbed in a second later and then shut the window behind him.

The unicorn stallion only continued to frown as he looked at the two superheroes now in his presence. He appeared to be sizing them, and for about a minute or so he didn't speak a single word. But then at last he sighed and stepped back, lighting up his horn. A dull green aura quickly closed the door to his office, leaving him alone with his unexpected guests. "I suppose it's only fair to confirm what you're probably thinking. Yes, I am J. Jeffry Jackson, founder, owner and proud CEO of Daily Bugle, Manehattan's number one newspaper."

Spider Mare couldn't help but snicker. "Funny. I figured you'd be a little bit... taller, and younger."

Jackson bitterly snapped. "Save your jokes, you masked vigilante! I don't know what you're trying to pull by sneaking up to my office, but it won't work!"

Black Cat tried to defuse the tension that he could sense was building up. "Hey now, there's no need for name calling. Spider Mare and I haven't done anything, yet."

Jackson only rolled his eyes. "Well, I get the feeling you're not gonna leave until you get some 'answers' out of me. So fine, you got your audience with me!" He then trotted over to his desk and sat back down at his desk chair. "Let's get this nonsense over with. I'm a very busy stallion."

Spider Mare quickly moved to snatch up the copy of the paper sitting on Mr. Jackson's desk. Just as she feared, it was a copy of the Daily Bugle with a very unfaltering headline about her. "'Spider Mare: Threat or Menace?'?! Just what is it you have against me, Mr. Jackson? I'm a hero!"

Jackson snorted as he used his magic to snatch the paper out of Spider Mare's hooves. "Hey, if you want a copy you have to pay for it like everypony else! And I get the feeling your 'crime fighting' doesn't pay the bills."

Spider Mare stomped a hoof down. "I can't believe you're printing these lies!"

"Ha, shows what you know! Of course you'd say they're lies!" Jackson coldly retorted in an unconcerned tone of voice. "This isn't tabloid journalism, Spider Mare. This is the work of professionals. Dedicated ponies who've spent years, even decades honing their craft by exposing all the things Equestrian society would rather sweep under the rug. They're the true heroes, not masked menaces like you or your silly partner, Black Cat."

"You mean the whole paper's in on this scheme?!" Black Cat gasped in surprise! "Here I was hoping this was all just a misunderstanding. Guess I gave you too much credit, Mr. Jackson."

"Real heroes don't run around cracking skulls and wearing masks! That's the sort of comic book stuff I outgrew a long time ago," Jackson responded with a snort and a roll of his eyes. "Why wear a mask except to hide something?"

Spider Mare simply gestured to her mask as she replied. "It's called a 'secret' identity. Duh! If ponies knew who I was, that'd cause a whole world of problems. Innocent ponies would get hurt."

"They're already hurting as it is with you on the loose!" Jackson snapped. "Think of all the supervillains you unleashed: Scorpion, The Mane-Iac, The Rhino, Electro, those alien invaders and even that whole Mr. Negative incident. Would they exist if not for you? Would they have terrorized not just Manehattan but cities and towns all over Equestria? Heck, would Pokey Pierce have suffered his untimely end if you hadn't caused The Green Griffon to come into existence?!"

The wall crawler nearly gasped upon the mention of Pokey Pierce! Even with all the time that had passed, his death still weighed heavily on her mind.

Black Cat knew this fact as well, how much it plagued not only Spider Mare but also Pinkie Pie. Of course, he couldn't say such a thing outright. No telling what this Jackson would do if he knew of the superheroes' identities. "You've got some nerve saying things like that!" He told Mr. Jackson. "Spider Mare is a hero! She saved the city! Surely you remember that."

J. Jeffrey Jackson only responded. "I do. And I seem to remember that all those super villains were ready to unleash some kind of chemical weapon on the unsuspecting population. In the end though, it was the royal guards and Manehattan's finest that had the weapon destroyed, not Spider Mare," Then he briefly paused, opening up his desk and then throwing a photo onto it that he'd produced from one of the cabinets. "You say you're innocent, Spider Mare? Well then, how do you explain THIS?!"

The photo depicted in no uncertain terms Spider Mare as she could be seen fleeing from a laboratory of some kind. On her back was some kind of hi-tech looking cylinder object.

The wall crawling superhero was speechless! "This can't be! I never went anywhere near... wherever that is!" And she demanded of Jackson! "Who took this photo?!"

"Hey, don't shoot the messenger!" Jackson immediately responded. "I had two of my best photographers working on it, Steve and Stan. They got the photo. And thanks to our incredible editor in Jack, that photo's now due to be on the front page of Daily Bugle's next edition. And it hits the streets tonight!" With a grin he then added. "If I were you, I'd get out of town now and lay low for a while. The royal guard will leave no stone unturned in pursuit of you."

Spider Mare stood in silent contemplation for a bit while she looked at the photograph. There was no mistaking it, the pony in the image was her. Or at least, somepony doing a very good job of looking like her. So it was obvious that somepony was out to frame her and make her look bad in the eyes of Manehattan. And thanks to J. Jeffry Jackson and his paper, this impostor had already gotten a very good head start.

"Guess I'm gonna have to prove my innocence. Not just to Mr. Jackson but to all of Manehattan," Spider Mare thought to herself. "A tall order. But it should be a piece of cake compared to all the fiends I've had to take down. I'll find this impostor and make them talk! This town ain't big enough for the two of us."

"Well, you gonna just stand there?" J. Jeffry Jackson asked Spider Mare in what sounded almost like a mocking tone of voice. "Or do I have to call security to escort you out? It's only fair to warn you, I'd be happy to see you behind bars along with all the other criminals in this city. You and Black Cat are the last things this city needs right now!"

Spider Mare only sighed, briefly locking eyes with Jackson as she said to the stallion. "You'd better get to work on writing a public apology, Mr. Jackson. I'm going to clear my name, and you'll see that you're wrong about me."

Jackson just rolled his eyes again. "Yeah, sure. When pigs fly!"

The wall crawler ignored the remark. She just turned to Black Cat and said to him. "Come on, we're leaving. We've got work to do!' She then headed for the window, opening it up so that she and her partner could crawl back out.

Black Cat followed, though not before telling Jackson. "We didn't do anything wrong. We've left no signs of entry. Nopony's gonna believe you if you mention this meeting, so maybe you should keep it to yourself. Mark my words: If Spider Mare ends up in jail because of you, I'll never forgive you! I know she's innocent, and deep down I'll bet you know too."

"Just get out of my office already!" Jackson declared as he turned his back to the two superheroes. "I've wasted enough time talking to you two!"

Spider Mare just sighed and shook her head. "Oh brother." And it was the last thing she said before she and Black Cat crawled out the window and shut it behind them. They then began crawling down the side of the skyscraper to reach the ground. Their goal now was clear in mind: They had to find this fake Spider Mare and fast!

Author's Note

Stan and Steve as photographers are a reference to Spider-Man's two co-creators: Stan "The Man" Lee and Steve Ditko, both of whom died in 2018. Jack as the editor refers to Jack Kirby, who drew the cover art for the first comic Spider-Man appeared in (and served as co-creator with Stan Lee for many of Marvel's most iconic superheroes and super villains).

Jeffrey Jackson, in case it wasn't obvious, is the J. Jonah Jameson expy for this story. He is based on no particular incarnation of him, seeing as Jameson tends to be a sort of "Depending on the writer" character (some portrayals have made him more sympathetic than others).

Seeing Double

Breakfast came and went for the crime fighting couple without fanfare. They knew they couldn't publicly discuss anything they'd learned, not unless they wanted all of Manehattan to know their secret identities. Nevertheless, the knowledge that somepony (or perhaps something) was deliberately trying to destroy Spider Mare's reputation did not sit well with either of them.

And indeed, the rumors were true, the royal guard were being called to help aid the Manehattan police department with apprehending and capturing Spider Mare. J. Jeffry Jackson could probably be thanked for that. Even though he probably wasn't involved in the scheme to frame Spider Mare, he was still all too happy to fan the flames and turn public opinion against the wall crawler.

Neither hero knew how they would even begin to tackle the enormous task of clearing Spider Mare's name. After all, this imposter had found a way to imitate Spider Mare's web slinging abilities and had been doing so for at least a few months (if not longer).

Then, suddenly, as Spider Mare and Black Cat were patrolling Manehattan from the rooftops, it was their good fortune to hear an alarm sound. Looking down to a street corner, they soon heard the sound of breaking glass followed by an unmistakable silhouette that bore a striking similarity to Spider Mare herself. She was fleeing from the scene of another crime with her latest prize: A similar looking cylinder to the one that had been seen in the photograph.

"Look, that's me!" Spider Mare gasped as she saw the impostor begin to flee. "I mean, it's not actually me but it's also not not me, I mean... you know what I mean!"

Black Cat nodded. "Yes I do," And then he asked his wife. "So, what's the plan? How do we catch... well... you?"

Spider Mare tightened her hooves into fists. "Whoever this impostor is, they don't know about you yet. So let's keep it that way. Stay on the rooftops and don't lose track of them," She proceeded to jump down to street level. "I'll catch 'em and make 'em talk! Worse comes to worse, I'll have you to help me ambush them."

"Well, alright," Black Cat reluctantly agreed. "Just be careful. No telling what we're up against." And then he focused his eyes on the two Spider Mares, hoping he wouldn't get them confused somehow.

As for Spider Mare, she took a deep breath and steadied herself. She was anticipating a chase. There was little chance the impostor would surrender willingly.

When the impostor Spider Mare rounded a corner but a second later, she came face to face with the last pony she would've ever expected to encounter: The very pony she was currently impersonating for whatever reason.

"Nice costume, looks just like me," Spider Mare commented to the impostor. "I suppose I should be impressed that you've gone to such great lengths to copy me down to the smallest detail. But right now, all I feel is disgusted that somepony is trying to make me look bad."

The impostor Spider Mare just groaned and growled. "Do you ever shut up?!"

Spider Mare snickered. "Sorry, it's part of my charm. Which you would know if you actually wanted to pretend to be me," Then the laughter faded as she trotted forward. "But I think it's time we put an end to your little charade! This game isn't fun anymore. Whoever you are, you're coming with me!"

In response, the impostor immediately threw a punch that hit Spider Mare square in the muzzle! Said impostor then took advantage of having caught her double off guard, and turned and ran away!

The real Spider Mare slowly stumbled to her hooves while thinking to herself. "Why didn't my 'Pinkie Sense' warn me about that?" But she couldn't dwell on that thought for very long, the impostor was getting away! So the web slinger held out her hooves and with a stream of webbing, she gave chase!

The impostor quickly did the same when she saw the real Spider Mare starting to close in on her! "Stay away from me!" She shouted in desperation!

"You can run, but you can't hide!" Spider Mare shouted back! "If you want a race, you've got one!"

"Fine!" The impostor wall crawler snarled. "Keep up with me if you can!" And the two Spider Mares began an unprompted chase across the back alleys and side streets of Manehattan, with the impostor trying to get away and the real Spider Mare hoping to close the gap.

Block after block the chase went on with no end in sight. Web after web and thread after thread, the two web slingers kept an even pace with each other as neither one could truly open a commanding lead.

Occasionally, the real Spider Mare looked up to see Black Cat desperately leaping across rooftops in order to keep up. "Just need to find the right opportunity to lure the impostor into a dead end." She thought to herself. When she did, with a little luck the impostor would be cornered and the chase would end.

However, without warning Spider Mare suddenly found that when she flicked her wrists to shoot a stream of webbing, nothing would come out! She tried again, and again, and again but nothing happened. "Uh-oh!" She said to herself as she had been in mid-swing when this had happened. And that was all she had time to say before she fell to the ground.

The impostor Spider Mare just laughed and taunted. "Slowpoke", she cried and then swung around a corner and disappeared from sight.

The web slinging superhero slowly picked herself up and dusted herself off. She was more dirty than hurt. Unfortunately, this unexpected crash had caused her to lose the race. Her doppelganger had gotten away.

There was little time to dwell upon this, however, as the sound of sirens in the distance alerted Spider Mare to something she'd been dreading: The police! She quickly ran to a nearby wall and scaled it, relieved to see that she hadn't lost her wall crawling abilities. So then, why had her other powers suddenly and inexplicably failed her?

Black Cat was waiting for Spider Mare when she reached the roof and pulled herself up onto it. By now, the sound of sirens was growing louder. It was only a matter of seconds until the police would show up to wherever Spider Mare had last been spotted.

But Black Cat was more concerned about what he'd witnessed during the chase between the two Spider Mares as he asked his wife. "What happened down there?"

"It was the weirdest thing," Spider Mare panted as she had to pause to catch her breath. "One moment I was swinging along like I always do, and the next my webbing just stopped coming out."

"Did you run out of webbing somehow?" Black Cat pondered.

Spider Mare looked down at her wrists and pulled back the gloves to inspect the web shooters more closely. "Unlikely. I made sure to top off all the cartridges before we left. And I didn't think I used up anywhere close to half dealing with that Mr. Jackson character. The shooters must've jammed somehow," After tinkering with the shooters for a bit, she let her gloves cover them up again and told her husband. "It's true though, a Spider Mare has been pulling off hi-tech thefts in the city. But not the Spider Mare, not me!"

"Who could possibly want to frame you?" Black Cat openly questioned with concern.

Spider Mare could only shake her head. "I don't know yet," She briefly looked down into the alleyway and added in an ominous tone of voice. "And if either the royal guard or Manehattan's finest get their hooves on me, I'll probably never find out."

Black Cat nodded. "Right, then we'd better split up again."

"Wait a minute, I can't believe this didn't occur to me sooner!" Spider Mare gasped as she then asked. "How do I know it's really you, Black Cat? How do I know you're not the impostor?"

"Honey, come on, did you hit your head or something?" Black Cat sweetly asked in reply.

Spider Mare breathed a sigh of relief. "Sorry, just had to make sure. Can't be too careful."

Black Cat smiled and trotted forward, giving his wife a kiss. "I know, dear. I know," He then pulled out his baton. "Now, I'll try to spread the word about your innocence, not that I think it'll make much of a difference with the police. Good luck." Soon, he was swinging away over the horizon.

Spider Mare could only sigh and say to herself. "'Luck'? I'm gonna need a whole lot more than that. Never a dull moment in my life, it seems." Then, suddenly, she felt a tingling sensation in her head. And she knew instantly what that meant: Her 'Pinkie Sense' had flared back to life! The wall crawler quickly turned around as she heard the sound of propeller blades furiously spinning, and what she saw was enough to almost stop her heart!

Staring straight back at the web slinger was a heavily armored helicopter piloted not by the Manehattan police but by the royal guard!

"Uh-oh!" Was all Spider Mare could think to herself.

Author's Note

The impostor's thefts and overall attempts to frame Spider Mare are drawn from the 2000 Spider-Man video game.

Hot Pursuit!

"Spider Mare!" The voice of the helicopter pilot rang out from the cockpit, its voice amplified by a microphone. "You are under arrest for crimes against the citizens of Manehattan! We have orders to apprehend you at all costs. You have the right to remain silent, anything you say can and will be used against you."

"Spare me the speech, I know my rights!" Spider Mare hollered back so as to be heard over the roar of the copter's blades. "You've got the wrong mare! This is all a big misunderstanding! I've been framed!"

The plea fell on deaf ears as the pilot's voice echoed back. "It is useless to resist, Spider Mare! Orders are orders! Come quietly, or we will use force!"

Reluctantly, the wall crawler groaned as she turned her back to the helicopter and its occupants. There was only one thing to do now. "Spider powers, don't fail me now!" She thought to herself, quickly rushing to the other end of the rooftop and jumping off of it! Just as she anticipated, the armored and heavily armed helicopter gave chase!

The web slinging superhero just cursed under her breath. She could only hope her husband was having better luck right now than she was. It wasn't going to be easy to lose the helicopter, and she knew she couldn't get too close to it unless she wanted her webbing to be cut to ribbons by the furiously spinning blades. But she had no other choice. It would be impossible to get any more investigative work done with the royal guard on her tail (figuratively and literally).

Building after building, rooftop after rooftop, Spider Mare kept on swinging. And as she did so she kept looking back, only to see that the helicopter was following her with the greatest of ease. It must've just fueled up before it had taken to the skies today, it didn't seem like it would be running out of fuel anytime soon.

"Give yourself up, Spider Mare! There is no escape!" The helicopter pilot called again, breaking up the relative silence.

"Not gonna happen!" Spider Mare barked back and continued to swing. But in her mind she was thinking to herself. "At this rate, I'm gonna run out of web fluid before they run out of fuel. I gotta find a way to lose 'em! Come on, Spidey! Think!"

Then, suddenly, in the distance an unlikely salvation appeared! Out of the corner of her eye, Spider Mare spotted a tall building still under construction. And what luck, the work site was currently abandoned. If nothing else, if she could climb all the way to the top of that construction project, she would have a view of the entire Manehattan skyline. Then she could hopefully plan out an escape route.

With her mind made up, the web slinger swung sharply to the right and straight towards the under construction tower. It was a mess of steel beams and boarded up windows that seemed to reach up all the way to the clouds. Not even the statue in the harbor could compare in size, that's how massive this construction project was.

Spider Mare swung straight towards the tower with the helicopter right on her heels. She quickly attached herself to the side. "Nowhere to go but up." She told herself and began to climb, deliberately trying to move as erratically as possible so as to confuse her pursuers.

The helicopter crew just responded by moving their craft closer, until they were so close that the web slinger could've swung out and touched it if she so desired. "You can't get away!" The helicopter pilot warned! "Surrender now if you wish to remain unharmed!"

"I'm telling you, you've got the wrong pony!" Spider Mare yelled even as she continued climbing. "This isn't my idea of a good time! Don't you boys have better things to do?"

"She's mocking us!" One of the royal guards could be heard saying. "Let's teach her a lesson! Keep this chopper steady, I'll take care of the wall crawler!"

Undeterred, Spider Mare kept on crawling as fast as her hooves would let her. She was definitely getting in some exercise if nothing else. But she was unaware that, even with her fast movements, a target radical was being focused on her.

Suddenly, the royal guard from before cried out. "Target locked! Taking a shot!"

The wall crawler felt a tingle run up her spine and broke away from the wall, swinging rapidly to the other side just in time! A stream of gunfire rang out and hit the very spot she'd just been crawling up.

"Gah! How did I miss?!" The gun stallion groaned in disbelief! "She's slipperier than she looks! But she won't get away that easily! Taking another shot! Target acquired, fire!"

The same result repeated itself as Spider Mare reacted with merely seconds to spare, swinging to the other side of the building and evading the gunfire. "Enough with the shooting already!" She cried! "It's getting old! Put those toys away and back off!"

But instead, the web slinger happened to look back and saw a flash come from either side of the armored helicopter! Then, almost without warning, a massive explosion engulfed the side of the building just beneath her! "Whoa!" She cried in shock! This helicopter not only had a turret, but it also apparently packed missiles. "Since when did the royal guard have so many bits to throw around on new technology?" She pondered while she kept on climbing.

"Let me try!" Another royal guard insisted. "Locking on! Fire all weapons!" And suddenly, a barrage of missiles shot out from the helicopter!

Realizing that she couldn't keep climbing up the side, Spider Mare made a desperate bid. She leapt off the side of the tower and shot a stream of webbing upward as she herself descended just past the missiles! "How tall is this building?" She thought as she waited for her webbing to hit something.

Suddenly, the webbing went tight. That had to be a good sign! Spider Mare pulled hard and yanked herself upward lightning fast!

"I don't believe it! She moves too fast!" The helicopter pilot exclaimed in disbelief! "I think maybe we oughta call for back-up."

"No!" One of the royal guards manning the weapons insisted! "She can't dodge us forever! She's bound to get exhausted sooner or later, and that's when we'll have her! Just stay close, don't let her out of our sights! We'll get paid big time when we nab her!"

It took every ounce of strength Spider Mare had to pull herself up onto the tower's incomplete roof. It was really nothing more than a few steel beams jutting out at awkward angles. But her hunch was right, the entire Manehattan skyline was visible for miles in all directions.

Yet the superhero had very little time to rest and catch her breath. The helicopter ascended and quickly caught up to her, leaving her eye to eye with it once again. Now all its weapons were primed and at the ready.

"Freeze, Spider Mare! Stay where you are and put your hooves over your head!" The helicopter pilot commanded in a stern and ominous tone of voice. "This is your final warning!"

"For the last time, I'm innocent!" Spider Mare shouted as she rushed forward and jumped off the building, directly in front of the helicopter.

The royal guards didn't dare fire at such close proximity, not unless they wanted their craft to be caught in the blast. But as a result they gave Spider Mare the very opening she had hoped for. She swung underneath the helicopter and out to a massive crate attached to an overhead crane.

"No you don't!" One of the royal guards shouted and launched a single missile! It struck the cable holding up the crate, and it and Spider Mare began to fall to the ground!

Thinking fast, the wall crawler leapt from the crate all the way across the street to an apartment complex. Once she reached the side of the building, she scaled the fire escape to get back to rooftop level. And it was there that she saw something that caught her eye.

Another tower (this one finished) attracted attention with its blinking red light. In fact, it was one of two towers of similar construction. It appeared to have some kind of dish on top of it, likely to receive signals of some kind.

Immediately, the gears in the web slinger's mind started to turn. "If I get close enough to that tower, my Spider Cam should be able to tap into that broadcasting frequency," She thought to herself. "I'll bet I could jam the transmissions and mess with whatever guidance system that helicopter's using. They'd have to land then." It was a risky move to be sure, but it was one that she felt she had to make. So she set out for the tower as fast as she could!

The helicopter followed, suspecting nothing. And the guards kept trying to hit Spider Mare with gunfire, to no avail as she kept up her erratic pattern of movement.

Suddenly, the royal guards realized too late where they were going! They saw the towers as Spider Mare jumped up and ran through the gap between them on the roof! The pilot desperately turned his craft in mid-air to try to evade the towers, but alas the left wing clipped one!

A sickening scraping sound suddenly split the silence! And the helicopter's left wing began to smoke and sputter. "I... I just struck a transmission tower!" The pilot's voice suddenly became filled with panic! "Sorry, H.Q.! I gotta break off the pursuit! I need to land this thing, now, while I still have control! Repeat, I'm breaking off the pursuit! Initiating emergency landing procedures!"

Spider Mare watched the helicopter slowly spin down its blades as it began its descent to street level. "Hey, you gonna pay for that tower?!" She couldn't help but tauntingly call. "At least you could write a check."

Just then, a familiar male voice called out. "Hey there, honey. I see Manehattan's finest were giving you a hard time."

For a moment, Spider Mare was on edge. But then she lowered her guard as she turned around and saw none other than Black Cat waiting for her. "Oh. it's just you. Sorry, little on edge from the chase."

"I can tell." Black Cat chuckled.

Spider Mare could only sigh. "Knowing my luck, I'll probably get blamed for that helicopter going down. Like I didn't have enough on my plate as it is. How am I supposed to get anything done when the whole city's turned against me?"

"Well, I believe I can help with that." An unfamiliar voice greeted.

Spider Mare immediately leapt to her hooves once again and had her wrists at the ready! "Take one more step, and my webbing's sticking you right to the wall!" She warned! "I'm not going to jail without a fight!"

But the voice's owner just stepped forward as it gently explained. "Easy, wall crawler. I'm on your side. I didn't come here to arrest you." And soon, who should step forward but Shining Armor himself, the captain of the royal guard?

Black Cat blinked slowly as she eyed the captain. "How did you find us?"

Shining Armor grinned. "I have my resources. After all, I am a unicorn," Then he approached Spider Mare. "Listen, Spider Mare. I'm being sincere. I've been following your exploits all over Equestria for years now. I could tell from the moment I read about your supposed thefts in the city that something didn't add up. Couldn't believe you'd turn to a life of crime now."

The wall crawler breathed a small sigh of relief. "Glad I've at least got somepony from law enforcement in my corner."

The captain firmly nodded. "Yeah," He then explained. "I've already called off the pursuit and told all my men to stand down. We have to do this by the book, so we'll need a warrant before we can actually arrest you. And I don't suppose you'd be interested in coming in for questioning?"

"Out of the question! Nopony will believe I'm innocent if it's my word against the press!" Spider Mare protested with a shake of her head.

Shining nodded very slowly. "Fair enough," Then he explained. "I did pick up some intel I thought you and your... partner would be interested in," He hoofed over a strange looking contraption that was beeping quite audibly. "One of the guards managed to tag your look-alike before they gave him the slip. This tracking device should help narrow down the copycat's location."

Black Cat took possession of the tracking device. "Thanks for the tip. We'll investigate. If we find anything, you'll be the first to know."

Shining Armor smiled. "Good. Glad I could help," But then in a more serious tone of voice he added. "But you and Spider Mare should know this: As long as you're running around, wearing masks, ponies are always gonna be suspicious. J Jeffry Jackson's not the only pony who's going to wonder what you're hiding. And what you two are doing is operating outside the law. Princesses can only turn a blind eye to so much. So don't be surprised if stuff like this happens from time to time. It's pony kind's nature to be afraid of what they don't know." And with that, he departed from them both.

Author's Note

Much of this chapter was taken from levels from the second chapter of the 2000 Spider-Man video game, in which Spider-Man is chased by a police helicopter.

Shining Armor is occupying the role of Captain George Stacey, who is a law enforcement officer who tends to be supportive of Spider-Man's actions at least in secret. And don't worry, for those who know about George Stacey's history in the comics, I have no intention of killing off Shining Armor.

Symbiotes?

Much to the surprise and shock of the two superheroes, the tracking device led them to the last place they wanted to be right now: The Daily Bugle.

"This must be a mistake or something!" Spider Mare insisted as they eyed the building from afar. "There's no way the impostor would come here. And even if they did, there's no way I'm going in there when the whole city wants to see me locked up."

Black Cat looked down at the tracking device again and eyed it carefully. "We're never gonna get to the bottom of things by just standing around here. I doubt very much that this could be a trap, it'd be way too obvious," He then looked to his troubled partner and told her. "Besides, since when do we ever use the front door? We'll sneak in, find out where this impostor is hiding and nab 'em!"

Reluctantly, Spider Mare found herself agreeing with Black Cat's statement. "Oh, alright. But let's be careful not to do anything else illegal. Breaking and entering's a serious offense on its own," Then she spoke up. "If nothing else though, maybe the archives will help us figure out how long this impostor's been at it and give us an idea of where they might strike next."

"Well, come on, then!" Black Cat encouraged. "Let's go around back and sneak in that way."

So the two superheroes made their way back up to the rooftops, but only for a brief minute or two. They then dropped down on the other side of the Daily Bugle's building, quickly spotting a window that looked ideal for shattering. A single web ball was all it took to shatter the glass. Surprisingly, no alarm sounded and neither did anypony seem to come rushing to the scene to investigate the disturbance.

"That's weird," Spider Mare thought out loud as she and Black Cat climbed in through the open window. "What kind of security detail are they running if a broken window isn't enough to raise an alarm?"

"Never mind that," Black Cat spoke up as he lifted his eyes from the tracking device for a brief moment. "Where is everypony? This place looks deserted." And sure enough, both heroes could clearly see that despite them being next to a bunch of offices, there wasn't a single pony to be seen behind any of the desks. The lights had been shut off, almost as if someone had intentionally cut the power. Most troubling of all, there seemed to be faint traces of some kind of pink slime on the floors.

The wall crawler began to shiver and shudder. "I don't like this. Something's definitely not right here. Someone or something's been here already." Then, suddenly, she let out an audible sneeze.

"Bless you!" Black Cat remarked and turned to his wife. "You feeling okay, honey?"

Spider Mare shivered a bit more. "I don't know. It's so cold in here!"

"Now that you mention it, it does seem a bit chilly," Black Cat commented with concern as he too started to shiver a little. "You think this is the work of some new super villain? Maybe something with ice powers?"

The web slinger shook her head from side to side. "Doubt it. Can't imagine a fiend like that keeping a low profile. With every super villain, they always find a way to make sure you know it's them. Some just make a bigger deal about it than others," Then she asked. "We can't worry about this right now. Let's find the impostor and get out of here! This place is giving me the creeps."

But when Black Cat looked down at the tracking device again, he saw a sight he'd hoped he wouldn't ever see. He gave it a firm whack, but nothing happened. "The tracker just shut off!" He complained. "Either this thing wasn't fully charged, or the impostor figured out we're onto them and destroyed the tracker."

Spider Mare groaned in frustration. "That's just great. Just what we need. We've hit a dead end at the worst possible moment," But before she could say anything further, she felt her entire body start to twitch and shake. She knew in an instant what that meant. "Uh-oh! The 'Pinkie Sense' is flaring up again!"

"Same with my 'Cheesie Sense'," Black Cat replied with a gulp. "That can't be a good sign."

Suddenly, a strange, almost alien like roaring sound filled the air. Spider Mare was the first to turn around, and she saw a sight that almost froze her stiff with fright! "Symbiotes!" She gasped, laying eyes on small, pink, slime like creatures that were emerging from a ceiling air duct.

Strangely enough, the symbiotes slithered right past the two superheroes even though they were right out in the open. That struck both as odd. "Who could possibly be behind this?" Black Cat pondered.

All Spider Mare could do in reply was shake her head again. "I don't know. But I think I know what these symbiotes are up to," She then explained in an ominous tone of voice. "They're looking for hosts. That must be why we haven't seen anypony. The symbiotes probably scared them away," She kicked at the ground. "It figures. I just had the Spidey Armor taken in for repairs. Didn't anticipate running into symbiotes again."

Seconds later, there came the sound of screams as an unfamiliar voice cried out! "Help! Monsters!"

Not one to ignore a cry for help (regardless of where it came from), the two web slinging heroes rushed to the source of distress! Sure enough, in one cubicle tucked into a corner were two earth pony stallions. One of them was a tan coated stallion with greenish-brown eyes, faint locks of brown for a mane and tail and a cutie mark depicting a pencil and a sketch-pad. The other was a sandy light brown coated stallion with eyes hidden behind thick sunglasses. He had a mustache that neatly complimented his grayish-white mane and tail that hung to the sides. And his cutie mark depicted a camera shutter.

The stallion with the sunglasses was currently being set upon by the symbiotes, one of which slithered over to him and tried to envelope him! "Help! Get this thing off me!" He cried as he struggled to avoid being overcome by the alien lifeform!

Black Cat quickly leaped into the fray, turning a knob on his baton as he shouted to everyone in the room! "Cover your ears, quick!" The two stallions obeyed, as did Spider Mare. And just in time too, because within seconds a powerful sonic vibration split the room!

The symbiote did not take kindly to the loud noise! It screamed out as though in great pain and slithered away, and the other symbiotes surrounding it followed suit. But before they could get far, Spider Mare swung at them and with a single swift punch, shattered them all into pools of slime (traces of which got on her suit)!

When at last the vibration had faded and it was safe to unplug their ears, the two stallions immediately rushed up to their saviors and showered them with praise! "Oh, thanks a ton, Spider Mare! And you too, Black Cat! I thought for sure we were goners!"

"Who are you?" Black Cat questioned the stallions.

The mustached stallion quickly dusted himself off and cleared his throat. "Where are my manners? I'm Stan," He gestured a hoof to the stallion to the left of him. "And this is my partner, Steve. We've been big fans of your exploits ever since that big battle you had here in Manehattan. You know, the one against those crazy supervillains?"

Spider Mare's happy mood soon faded. "But you guys are the ones running those stories that make me look bad, claiming that I'm behind those hi-tech thefts. You guys sure have a strange way of showing your appreciation."

At that Steve stuttered. "No, no, no. You've got it all wrong! We just take the pictures, we don't write the headlines. That's Jack's job, and we all have to do what Mr. Jackson wants. He pays well, so we can't complain too much," He then added. "We've wanted to print articles saying you're innocent, that you wouldn't steal from ponies for no good reason. But the boss, he doesn't think the same way. He has it out for you."

Spider Mare rolled her eyes. "Got that impression from the moment I met him."

Black Cat, meanwhile, asked the two earth ponies. "What happened here? Did you see anything strange?"

Stan explained as best he could. "Not really. Steve and I, we were just having a coffee break. We were about to call it a day when the lights suddenly went out. And the next thing we knew, ponies were screaming and running for the exits!" He shuddered. "I'm gonna have nightmares for weeks!"

"Why didn't you guys leave? Was there no order to evacuate?" Spider Mare questioned the stallions.

Steve confessed. "We were going to leave, but we weren't sure if Jack made it out. He works on the floor above us, right by the elevators. He probably took one when those... whatever they were started attacking. We didn't hear any alarms or anything, it all happened so fast," He then gasped! "Jack's probably still trapped in the elevator! You have to save him!"

Black Cat was quick to promise. "We'll do everything we can, but you guys better get out of here before those symbiotes come back."

"Oh, is that what those alien looking things are called?" Stan commented. "Almost sounds like it would make for a good comic book," Then as he and Steve fled the building he called out. "I promise, Spider Mare. We're only printing the truth about you from now on."

Spider Mare briefly breathed a small sigh of relief. "Well, at least that's one problem hopefully taken care of. Now we just gotta take care of a bigger one."

Black Cat nodded. "Come on! We'd better hurry! We wouldn't be who we are if we didn't do everything in our power to help the innocent."

The two heroes immediately rushed to the back of the room to where the elevators were. With the electricity out, there was no way the elevator could be called down if it was on another floor. So there was only one solution.

Using her incredible strength, Spider Mare forced open the elevator doors. Sure enough, she could see above her that the elevator rested on the floor above. And it looked like some kind of pink slime substance had attached itself to the elevator floor. "The symbiotes must be coming from below," She thought out loud as she grabbed the elevator cables, then shout out a stream of webbing. "Once this rescue operation is over, we need to get to the bottom of whoever or whatever's producing all these symbiotes."

"I'm right behind you, Spider Mare!" Black Cat encouraged! "Now go!"

Spider Mare obeyed, quickly swinging up to the bottom of the elevator even though she knew the slimy substance awaited her. It took a good deal of effort to work her around it, but thankfully she managed without much difficulty. Then, when she was level with the elevator itself, she forced the doors open!

Inside was an exhausted looking unicorn stallion of the same build as Stan and Steve. He had a ghostly white coat, a jet black mane and tail styled very loosely, black eyes and a cutie mark depicting three colored pencils. "Spider Mare!" The stallion exclaimed despite his exhaustion!

"Are you Jack?" The wall crawler asked the unicorn.

The unicorn firmly nodded. "Yeah, that's me. Just my luck I got stuck in the elevator just as I was going to leave work. It all happened so fast."

"Are you hurt?" Spider Mare asked him as she helped him to stand and guided him out of the elevator.

Jack shook his head in protest. "No. At least, nothing I can't heal at home," He then recalled. "But it was the strangest thing: When the elevator stopped working, this alien slime monster showed up out of nowhere! It tried to take over my body, but I managed to scare it off with a fire spell! It didn't seem to like that," He proceeded to ask. "What about Steve and Stan? Are they okay too?"

"Yes they are," The wall crawler reassured him. "Is there anypony else still trapped somewhere?"

"No," Jack quickly declared. "Last thing I heard, the boss had already gone home and left us to work on next morning's paper. And then, as soon as I stepped into the elevator I heard a noise. And then the power went out and I was stuck here," He breathed a sigh of relief and wiped the sweat from his brows. "Thanks a ton, Spider Mare! You're a life saver! And I'm gonna make sure all of Manehattan knows it! Steve, Stan and I, we're all gonna find work at a more respectable newspaper. No amount of money is worth the lies we're printing."

"Worry about that later," Spider Mare firmly replied to him. "You just get out of here. Black Cat and I have some unfinished business to take care of." And she watched as the stallion headed for the staircase at the other end of the floor he was on.

Author's Note

You didn't think I was gonna make the pony equivalents of Stan Lee, Steve Ditko and Jack Kirby into bad guys, did you? After all, Stan made numerous cameos in not just Spider-Man productions but in Marvel productions in general.

Inspiration for this chapter comes from the fifth chapter of the 2000 Spider-Man video game, specifically its first stage where Spider-Man has to rescue hostages as the Daily Bugle is infested with symbiotes.

Stopping The Presses

With the Bugle now empty of ponies, there was nothing to prevent our heroes from tracking down the source of the symbiote spawning. Something or someone had to be behind it. The newspaper's office was now a breeding ground for the alien invaders, a breeding ground that had to be stomped out at all costs!

Stepping back into the elevator, Spider Mare quickly climbed up the ceiling hatch and then down the other side. "It seems like these symbiotes are coming from down below," She said to Black Cat. "We'll have to get down there and do some investigating."

"How are we gonna do that?" Black Cat questioned. "The elevator's out of commission."

The wall crawler giggled. "The elevator itself might be stuck, but the cables are still attached. We'll ride them down as far as they go, and go from there. Hope you can keep up with me!" She promptly began to slide down the elevator cables as fast as her powers and gravity would let her.

Black Cat hesitantly followed, but instead of sliding down the cables he merely climbed down them. That meant his descent was much slower than that of his partner's.

At last, the very bottom of the elevator shaft came into view! Spider Mare carefully brought her hooves up and slowed her descent down so that she was level with the lowest floor the elevator doors had access to. "Come on, slowpoke!" She called up to her still descending partner.

"I'm coming! I'm coming! Just hold your horses!" Black Cat retorted with a grumble as he slowly but surely reached the same spot as the wall crawler.

Once both superheroes were level with each other and with the elevator doors, Spider Mare forced the doors open with her strength. It took her a good deal of effort to do so, visible bands of sweat formed on her face before she finally got the doors open all the way. "Alright, time to get to the bottom of this!" She firmly declared even as she shivered and sneezed again. "Man, the heat being shut off is really messing with me. Sure hope I'm not catching a cold."

Black Cat stepped forward and helped his partner through the open doors. "Just think warm thoughts, dear. Besides, nothing gets the blood pumping quite like busting up some bad guys."

Spider Mare nodded and grinned. "You're right about that! Now let's see what we can see!" She rushed forward, soon finding a large door with the words "Printing Press" written on it in faded lettering. It was possible to hear the sound of heavy machinery coming from the other side of the door. Without hesitation, she reached a hoof out to the door and found that it was unlocked. Something that struck her as most odd. "Nopony came down here before the symbiotes cut the power," She thought with concern. "Even if the presses have back-up generators, there should be no reason for the door to be open."

Those were thoughts for another time and place, though. The open door was a blessing, one that the web slinger was not going to question. Besides, her 'Pinkie Sense' wasn't flaring up, yet.

The wall crawling, crime fighting, costumed earth ponies slowly trotted into the printing press room properly. Sure enough, above them and scattered all across the room were a series of huge mechanical presses that were cranking out copies of newspapers. They were operating all by themselves, there was not a pony to be seen anywhere, and neither was there a sign that somepony had been there but had fled.

Just then, out of the corner of her eye, Spider Mare noticed something that stood out even with all the clutter and confusion going on in the room. It looked like some kind of long and tall scanning device, and attached to either side of it were these strange looking, purplish-pink cocoons that seemed to be pulsing and breathing. Then, from up top, a patch of pink slime dropped down. When it hit the ground, the slime quickly transformed into a very familiar sight: A symbiote!

"What is that thing?!" Black Cat jumped back in surprise as the symbiote left the device that had created it, and slithered away in search of a host.

"It looks like some kind of generator. A symbiote generator!" Spider Mare gasped in realization! "This is how they're being created. Now it all makes sense. They must've been using the impostor me as a distraction while they set up shop down here. Then they turned off the heat so the temperature wouldn't get too hot and kill them off. And scaring everypony away was to make sure no one could interrupt them," She then clenched up her fists. "Well, they'll have to go! If this keeps up, all of Manehattan could be overrun by the symbiotes in a matter of days!"

Black Cat eyed the generator nervously. "How are you gonna do that?"

In response, the web slinger wrapped both her fists in webbing. "Simple! I'm just gonna hit it as hard as I can! I doubt that thing's a match for my spider strength! I could easily crush pipes if I wasn't careful," She promptly ran up to the generator and started attacking it from the left side. But it seemed like her kicks and punches were having little effect, the generator's cocoons weren't reacting at all. But then, suddenly, she felt one of her hooves sink right through the cocoon and make contact with the device proper. About a second later, it shattered completely and showered its attacker with slime! "A little messier than I anticipated, but it works."

"There's bound to be more of them," Black Cat commented with concern. "This place is huge. I can see why it would be the perfect nesting spot. You could hide almost anything down here."

"Then it looks like we'll have to split up!" The wall crawler firmly declared as she brushed off the slime with a hoof. "We'll cover more ground a lot quicker that way. Just keep an eye out for anypony or anything suspicious."

Black Cat nodded and grabbed his baton. "Alright. See you soon, honey. I hope." And the couple split up without further fanfare.

Not long after parting from her partner, Spider Mare made a most fortunate discovery near some crates in the back of the press room. Opening them up, a familiar label greeted her eyes. "Bingo!" She said to herself as her eyes lit up! "Good old magnesium ion. Just the thing to give the symbiote slime balls a bad case of heartburn!" She was quick to slip it under her wrists and add it to her webbing fluid, ensuring that it would now burn when used for anything.

The magnesium ion made destroying other generators far easier. The cocoons barely resisted it for all of a few seconds, before they burst into flames and the generator attached to them blew up! The sound of explosions both near and far began to rock the vacant room.

Suddenly, just as the wall crawler finished destroying her fourth generator, her 'Pinkie Sense' began to flare up. She turned to look, and saw a massive drum of some sort being rolled down a ramp, heading straight for her! She jumped out of the way as the drum rolled past her and crashed into the side of the stairs leading up to the presses themselves. Two symbiotes then emerged, making it clear who was responsible for the attempted sneak attack.

"Oh, you like to play dirty, huh?" Spider Mare grinned as she flicked her wrists. "Well, let's see what you think of this!" Her webbing shot out towards the symbiotes, soon engulfing them in flames and causing them to melt away. If there was one good thing about these symbiote creations, it's that they didn't seem to be as durable as Venom or Carnage. Both of them had managed to slink away when exposed to their only weaknesses, whereas when either fire or sonics made contact with these symbiotes, they dissolved into that pink slime.

After destroying a few more generators, however, Spider Mare received a call on her headset from Black Cat. "I've destroyed every generator I can find. I've swept this place from top to bottom at least twice. How are things on your end?"

The web slinging mare called back through the headset. "I've taken out more than a few generators myself. Doesn't seem like there's any more around here. But the symbiotes are still here. There must be another nest or something somewhere else."

"But where?" Black Cat questioned. "The building's abandoned, and the symbiotes couldn't reach the top floors. They only got as high as the second level."

"Then we need to go lower!" The wall crawler firmly vowed! "I spotted a shaft that looks just big enough for us to drop down. Wherever it leads is where the last of the symbiotes are being created! We take them out, and this would-be symbiote invasion is stopped cold in its tracks!"

The web shooting stallion reluctantly replied. "...Okay then. I just hope you know what you're doing. I've got a very bad feeling about all of this."

Pinkie reassuringly answered. "So do I, honey. But we can't turn back now! Meet me at the shaft and we'll go from there! Be ready for anything!" And then the communication channel was silenced.

Author's Note

The symbiote generators and pretty much everything else about this chapter are taken from the level "Stop The Presses" from the 2000 Spider-Man game, which is also the level that introduces magnesium ion, which gives Spider-Man access to fiery webs that affect the symbiotes.

The Fire Below

Crawling their way through the air duct, our heroes eventually reached their destination when the duct let out on the other side. What greeted them was a sight that could best be described as a maze: A mess of pipes, wires, valves and gauges as far as the eye could see. Some of the pipes were even leaking ever so slightly, causing steam to leak out of them from time to time.

"Well, this is it! Ground zero!" Spider Mare firmly declared as she and Black Cat took in their surroundings. "Whoever is behind all of this has to be somewhere. And I'll bet the rest of the generators are here too."

Black Cat looked all around. "So, what's the plan now?" He asked his wife.

As if in response to the question asked, a lone symbiote slithered out from the darkness up ahead. It soon disappeared, but the slime trail it left behind was still there and was still visible.

"Looks like we found our next clue," Spider Mare was quick to reply as she rushed in the direction she'd just seen the symbiote take. "Destroying the generators should flush out our impostor. At the very least, it'll put an end to any plans that involve the symbiotes."

So Black Cat tailed Spider Mare as the two superheroes traced the slime trail all the way back to its source. Imagine their surprise when they found not one, not two, but at least five massive symbiote generators all bunched together! It was almost like a little nesting ground!

The wall crawler shot off a stream of webbing, but her fiery fluid never made contact with the cocoons. It instead bounced off and hit the wall! She proceeded to rush forward, only to be pushed back before she got into physical contact range. "Some kind of barrier!" She groaned as she rose to her hooves. "Almost like a protective bubble."

"Let me try! My sonic vibrator shouldn't need to depend on contact!" Black Cat offered. And after seeing his wife cover her ears, he cranked a knob and his baton began to shake!

However, even the high-pitched vibrations didn't do anything. None of the cocoons reacted even the slightest to the loud noises.

When at last the vibrations died down, Black Cat let out a sigh as he apologized to his wife. "Sorry, hon. Looks like someone wanted to make sure this little 'nest' couldn't be disturbed no matter what."

"No! This can't be it!" Spider Mare bitterly complained as she pounded a hoof on the ground. "There's gotta be a way to win! Think! What haven't we tried yet?" Then, she shook and sneezed again.

The sneeze triggered a realization deep within Black Cat as he stood up and all but shouted! "That's it! You're a genius, darling!"

"What do you mean?" Spider Mare asked as she paused to wipe her nose.

Black Cat was quick to explain. "It's too cold, even all the way down here. We know the symbiotes have been blocking off heating to the rest of the building, and there must be a source for that blockage. If we find it and clear it up, the heat will be restored and this place will become like an oven. It'll be far too hot for the symbiotes to survive. They'll all be destroyed and we won't have to lift a hoof," He then smiled and dreamily sighed. "What would we do without your observations, dear?"

The web slinger slowly blinked back as it seemed to take a minute for her to realize what her partner and lover was saying. "What do you mea... oh, oh yeah!" She gave off a slightly nervous laugh. "Yeah, that was a good move on my part. I amaze myself sometimes."

Black Cat nodded. "Best if we split up and search this entire area. I'll keep in touch. And if I spot your double, I'll let you know."

Spider Mare nodded back. "Alright, good. Let's move out!" In the back of her mind she couldn't help but think. "I sure hope I get some recognition out of this, or at least a 'Thank you'," She then yawned. "Either way, I'll definitely need to catch up on my beauty sleep. Didn't know I'd be getting a month's worth of crime fighting squeezed into one day."

The two web slinging superheroes promptly split up to cover every inch of the surprisingly cool basement furnace. Finding their way about was anything but easy with the many similarly looking (and colored) pipes, valves and gauges that seemed to line every corner. At times it was almost impossible to tell what was what and what had been where.

As Spider Mare rounded one such bend, she thought for a brief moment she saw something that looked almost like her reflection. But when she stopped for a second look, the image had vanished as if it had never existed in the first place. Could that have been the impostor? Was he or she watching her? Judging her? And did that mean they knew about Black Cat?

Well, those were details for another time and place since the wall crawler needed to stay focused on just finding her way around. She didn't want to get lost, fearful that if she did she'd never find her way again.

Eventually, the masked mare came to what looked like a dead end. There were no corners leading to either the right or the left. And straight ahead was an unmistakable wall, a wall that was probably not meant to be broken through.

Yet then, as Spider Mare drew close she saw something that was completely unmistakable given the circumstances. Several symbiotes seemed to be coalescing around a particular point, almost as if they were guarding it or protecting it. "Hey, you symbiote slime buckets!" She shouted to immediately catch and draw their attention! "Whatever it is you're doing, it ends here and now! I may not know everything about pipes and interior infrastructure, but I do know it's not a good thing if you're blocking something off."

The symbiotes just hissed in reply.

"Seriously, you guys need to consider speech therapy," Spider Mare all but rolled her eyes. "I can't understand a word you're saying. Whatever it is, though, I'll bet my webs it wasn't anything good." A few quick shots from her wrists used up the last of that single cartridge of magnesium ion she'd found in the printing press room. But it was all that was needed to melt the symbiotes, leaving only puddles of pink slime in their wake.

"Now, what do we have here?" The wall crawler thought to herself as she strolled closer to see what the symbiotes had been trying so hard to protect. It looked like it was a switch, and judging by the valves and the gauges surrounding it, it had something to do with the overall temperature throughout the entirety of the Daily Bugle.

Hoping for the best, the masked mare flipped the switch all the way into the upward position (whereas before it had been in the downward position).

Soon, there came a roar and it was possible to see on the gauge that the temperature was finally starting to rise. With a little luck, it would soon rise to a point where the symbiotes would not be able to survive.

But a more pressing problem presented itself at that precise point as Spider Mare's headset crackled. "Hey, Pinkie! You'd better get back here right away! I've spotted your double! Looks like he or she's trying to make a run for it!"

"Just keep 'em busy, I won't be long!" Spider Mare vowed as she started swinging away from the dead end.

Eventually, Spider Mare met back up with Black Cat close to where they had entered the furnace area. And sure enough, another Spider Mare that looked exactly like the web slinger was there.

The two Spider Mares locked eyes with each other, sizing each other up. "Hey!" They shouted at the same time, surprised that their voices sounded exactly the same! "Impostor!"

"That's a nice suit you got there, copycat!" The first Spider Mare taunted.

The other Spider Mare snickered. "I could say the same to you," And she turned to Black Cat. "Thanks for tipping me off about her. Now we can finally put an end to this little scheme."

"Come on, I'm the real one!" The first Spider Mare insisted!

"Don't listen to her, she's just trying to fool you!" The second Spider Mare fiercely replied! "Come on, you seriously don't recognize me? Me?!"

The first Spider Mare only shouted back. "Cheese, please! It's me, your wife!"

Black Cat then declared. "I've heard enough." Without saying anything further, he leapt into the air and tackled the Spider Mare who had only referred to him as Black Cat, not his civilian identity. "Only the real Spider-Mare knows who I really am!"

"So, whaddya have to say for yourself now, impostor?" Spider Mare said with a grin.

The impostor Spider Mare replied by kicking Black Cat, knocking him back into the real Spider Mare. Then the impostor got up and took off!

Spider Mare could only shake her head. "Why do they always run away? It never saves them," She then rounded a bend in time to see the cornered impostor create some kind of portal. The impostor walked right through it. "Oh no you don't! You're not escaping me again!" Spider Mare vowed and swung into the portal!

Black Cat hesitantly followed.

Author's Note

This entire chapter is basically an abridged take on a level from the 2000 Spider-Man video game, a level that takes place within the Daily Bugle's furnace and ends with Spider-Man confronting his impostor.

For those of you who are long time fans and are familiar with that game, rest assured that I have plans in place for the impostor's true identity.

A Tangled Web

The portal was nothing more than an opening in a wall surrounded by a sickly green glow. On the other side of it, there was not much to see besides a bunch of stone columns and pillars, all of it roughly circular in shape. No natural light shone down, and very little illumination surrounded the entire area.

The impostor Spider Mare quickly realized the severity of the predicament it found itself in, as it frantically looked all about only to find no possible means of escape.

The real Spider Mare quickly confronted her doppelganger. "It's so uncanny, we do look alike," She remarked in a rather serious tone of voice. "Except you're a whole lot 'Angry back alley' rather than 'Friendly Neighborhood' Spider Mare."

The impostor Spider Mare growled in response. "Oh, you don't know how long I've been waiting for a chance to shut that big mouth of yours," She pointed a hoof. "You just had to ruin everything, didn't you?!"

Spider Mare nodded. "No way was I gonna let you smear my reputation. Besides, I couldn't let Manehattan be overrun by symbiotes," Then she narrowed her eyes. "Don't you realize how dangerous those things are?! How did you even expect to control them once they found hosts?! Face it, impostor! You're not running away, not this time! So spill the beans, if you got any beans!"

The impostor only ominously replied. "You truly are a bothersome little pest. I believe it's finally time to squash you like the bug you are!"

Then, before the very eyes of Spider Mare and Black Cat (who had just arrived on the scene), the impostor changed shape and size! Slowly but surely, it morphed into a massive, monster-like spider complete with sharp fangs! The back of its head glowed ominously for whatever reason. And suddenly, the columns and pillars were overrun by massive webbing, turning the whole thing into one giant spider's web!

The monster just laughed as he looked down at his would-be opposers, particularly to the one he'd just been impersonating up until a moment or so ago. "Now then, little spider, it's time to put an end to this. You. Will. DIE!"

Nervously backing up, Spider Mare let out a faint laugh. "Uh, is it maybe too late for us to be friends?" She only barely jumped out of the way before the monster brought one of its massive legs down to try and crush her!

"There's nowhere for you to run, and nowhere you'll be able to hide, Spider Mare!" The monster coldly taunted with a hiss. "You've fallen into my trap! Oh, what a tangled web we weave. But at least I'll take some pleasure in crushing you to a lifeless pulp! And then your precious Black Cat and the city of Manehattan will be next!"

The wall crawler only roared back. "You want me?! Then come and get me! I'm not scared of you!" Yet when she brought her arms out, making it look like she was going to do something, nothing happened. She blinked and looked at herself. "Uh-oh."

Horrified at his wife's apparent helplessness, Black Cat quickly rushed to her side, snatched her up and using his baton swung up to one side of the massive web. Then he fired off a shot from it that hit the monster right in the eyes, briefly stunning it.

"Urgh! A lucky shot, nothing more!" The monster spider hissed as it stumbled back ever so briefly. "I'll deal with you soon enough, Black Cat. So know your place! Or are you in that much of a rush to meet your demise?!"

Black Cat ignored the monster's teasing remarks, he had far more pressing concern: Namely his wife for starters. "Honey, are you okay?" He asked her as he checked her all over for any sign of surprise injury. But he could find no suspicious bumps or bruises, nothing stood out to him.

Her momentary daze at the fast turn of events wearing off, the usually confident web slinger gave a response that did little to reassure her husband. "I... think so. I don't know what happened. I know I didn't run out of webbing, I specifically topped myself off before we went back to the Bugle," She looked down at herself, particularly to her gloves. "My web shooters must've jammed somehow! That impostor's punch must've hit harder than I realized."

"Well, you can fix it, right?! Right?!" Black Cat desperately asked. He really feared what the alternative might be.

Spider Mare was able to nod her head affirmatively. "I just need a little time," She quickly pulled back her gloves, exposing the metal mechanisms that allowed her to shoot her custom-designed web fluids. "It's not like this is the first time I've had to make repairs mid-battle."

Black Cat wasn't convinced. "Out of the question, hon! Just let me handle this, you focus on getting your web shooters fixed. Then you can take over from me."

"Just be careful," The web slinger cautioned. "This guy's obviously not messing around. He's serious."

"Well, so are we!" Black Cat vowed! "I haven't met an enemy yet I couldn't handle," He turned and began to take to the sky, or at least to the ceiling above. "We'll take him down together, tiger. I'll soften him up for ya! Just jump back in as soon as you're ready."

By now, the monster spider had fully recovered from the unexpected assault on the eyes. He quickly saw Black Cat, and brought up one of his legs to try to snatch the web shooting hero out of the air! "Hiding behind your little cat won't save you, Spider Mare!" He roared!

"She's not hiding! There's no reason for her to get involved yet!" Black Cat roared back as he turned a knob on his baton. "I'm sure you'll find me to be more than a match for you!" Seconds later, a powerful sonic blast shook the ground! Shockwaves split out in all directions, causing the huge web to shake and sway!

The monster spider howled in pain and covered his ears! "Urgh! How dare you!" But he still tried to attack Black Cat, doing so by shooting out small streams of webbing from his mouth.

Spider Mare carefully watched the fray from afar, even while she was using one hoof to turn a screwdriver to try to adjust the screws on the cover of her web shooters. "Come on! Come on!" She thought to herself. "Cheese Sandwich is counting on me! I can't let him down! I won't let him down!"

Then, suddenly, something caught the currently sidelined superhero's attention. She looked up, and thought for sure she saw something sparkly and green at the back of the monster spider's head. But what was it? And why was it there? Could it be tied to the impostor's transformation somehow?

Well, those were thoughts to think about after the web shooters were fixed and the webbing was back to flowing without interruption. So the web slinger turned her thoughts back to that task. It seemed like it was taking longer than it should. Whatever it was that had caused her web shooters to jam, it was not an easy fix.

Black Cat, for his part, was doing his absolute best to fight the monster one on one. He kept swinging from side to side, up and down, trying to move as erratically as possible to throw his opponent off. He looked briefly to the side of his baton, more importantly and specifically to a small meter displayed there. "Still got enough juice left for one more blast," He whispered to himself. "That should be all I need, hopefully." And seconds later, he discharged it.

Again, shockwaves split the air and made the web shake. But it faded all too soon, and the monster spider was showing no signs of slowing or stopping. "I'm done playing games with you, Black Cat!" He warned as he shot out more webbing, then rapidly threw up most of his arms while using the remaining ones to balance himself on the sides of the web on the first floor. "Time to die!"

Black Cat dodged the webs easily and shot back a few of his own. But as he turned back to see how Spider Mare was doing, he didn't realize until almost too late (his "Cheesie Sense" being the only thing that was able to tip him off in time) that several arms were swooping up to grab him! He jumped up, narrowly avoiding them! "Ready for you anytime, dear!" He shouted down to his wife. "Might take more than I thought to bring him down."

Spider Mare came rushing out, her web shooter still exposed! "I'm almost done! Just give me a minute!" She shouted, perhaps a bit louder than she should've!

The monster spider snickered as it suddenly jumped up, and snatched up the helpless hero in one swift motion! "Now I've got you!" He taunted as he opened his huge jaws. "Now, how would you like to die, Spider Mare?"

"Well, I'm waiting," The monster spider playfully (but with a hint of sadistic intentions in his tone of voice) asked. "What's it going to be? Or should I just decide for you and get it over with?"

Surprisingly, Spider Mare just snorted and rolled her eyes, even as she struggled to break free of her captor's grip. "Come on now, what's with the giant act?! This isn't a magic show!"

"What?! A magic show?!" The monster hissed! "Is that what you think this is?! Can't you at least try to take this seriously, Spider Mare?! You're at the end of your web, trapped in mine!"

Spider Mare only continued to taunt. "Ooh, yeah, a giant spider with a huge web! You're really scary. Seriously, I think I saw this in an issue of 'Power Ponies'. Hardly original. Be honest, how long did it take you to come up with this? Five seconds? Maybe ten?"

"You! You!" The monster snarled and sneered as he tightened his grip and brought his jaws closer! "Enough stalling! Speak now, or forever hold your peace, Spider Mare!"

The captive wall crawler didn't seem to grasp the severity of the situation. Or if she did she chose not to acknowledge it as she replied. "Enough with the killer grip! Do I look like an action figure to you?! Put me down!"

At that, the monster spider smirked as he briefly loosened his grip. "Oh, you want to be let go? That can be arranged!" And without warning, he opened up his arms and hurled Spider-Mare towards the ground as hard as he could!

"NO!" Black Cat screamed in horror as he swung down for what he hoped would be a frantic (but ultimately successful) rescue!

However, to the surprise of everyone, Spider Mare quickly swung around and arched upward in the blink of an eye! Her web shooters had been fixed!

Black Cat breathed a much needed sigh of relief! "Nice going, hon. Even I was fooled."

The web slinger nodded and called back. "Thanks, Black Cat. Now, I think it's time we brought this little monster down to size," Without saying more, she swung up and landed atop the monster's head. There, she could see an unmistakable green jewel sticking out. "Ooh! What do we have here?" She proclaimed as she used her webbing to yank out the jewel and pull it close for an inspection.

The monster spider thrashed violently about, trying in vain to swat at Spider Mare. "It's nothing that belongs to you, Spider Mare! Put it away! Give it back!"

"Oh, I'm gonna give it to you, alright!" Spider Mare declared as she threw the jewel back at the monster, then swung hard into the back of his head as she pressed her legs up against the jewel! The jewel shattered, sending little green fragments down to the surface like dust. "The bigger they are, the harder they fall!"

"NOOOOOOOOOOOOOOOOOooooooooooooooooooooooooooooooooooooooooo!" The monster spider's screams got smaller and smaller, until finally the transformation wore off completely. Standing on the floor in front of the remnants of the jewel, was what could be best described as a black coated pony/insect hybrid: In other words, a changeling!

A quick shot of webbing from her web shooters enabled Spider Mare to effectively "glue" the changeling right to the spot. She swung down to ground level about a minute or so later, and Black Cat was right on her heels. "Nowhere left for you to run, impostor," Spider Mare firmly insisted as she eyed the changeling. "I guess it's you who ended up trapped in my web."

And Black Cat couldn't help but add in taunting fashion. "Right now I bet you're thinking 'If only I'd taken that giant act to Las Pegasus instead. I could've made a fortune.'"

The changeling coldly hissed as it stuck out its tongue and replied in a male voice. "Do you two ever shut up?!"

The two web slinging superheroes exchanged looks and goofy grins before Spider Mare playfully responded. "It's part of our charm," But she quickly adopted a more serious tone. "However, this isn't all fun and games anymore! Do you even realize what you were doing?!"

"What do you care?! You stopped me!" The changeling hissed anew. "Just turn me over to the police and be done with it!"

Spider Mare was anything but convinced. "This isn't just a mere case of trying to frame me. That was just part of your plan. The symbiotes were involved too. But those generators don't look like anything you could've built," She pressed her hooves up towards the changeling and demanded of him! "Who are you?! Who are you working for?!"

"If you must know," The changeling confessed. "I was one of a selective few chosen by her majesty, Queen Chrysalis. We were to infiltrate Equestria and be her eyes and ears. We would penetrate pony society and uncover its weaknesses for her. We would help her in her plans to seize all of Equestria. But when the plans fell through and Chrysalis was deposed, I was left with no one to serve. So I took up a new name: Chameleon. I figured I could at least put my shape-shifting talents to use and make some money."

"And what about the jewel?" Black Cat questioned. "Where did you find that?"

Chameleon grinned. "Just a little something I happened to pawn off some two-bit gang who thought I was just a helpless little bug. I was going to just dump it, until I found how it enhanced my abilities."

Spider Mare stomped a hoof down. "But where do the symbiotes fit into all of this? And you still haven't told me who you're working for! Spill it! I know you know! Who's your boss and what do they have against me?!"

At that, Chameleon squirmed and began to look as if he'd seen a ghost! "I... can't tell you that!"

"Can't, or won't?!" Spider Mare demanded! "I told you, this isn't a game anymore! I want answers!"

"Pinkie, back off!" Black Cat insisted as he stepped forward, placing himself between Spider Mare and Chameleon. "Don't let him get to you. You've gotta keep your cool before you do something you'll regret," Then he turned to Chameleon. "You might as well tell us. We'll find out one way or another and it's not like you'll be going anywhere, except to jail of course."

Chameleon still maintained the frightened look upon his face as he nervously insisted. "I'm telling you guys, I never met him face to face. No one I know's ever seen hide or hair of this guy. All I got is a name: Calls himself 'The Big Man', and he fancies himself to be a kingpin of crime. Nothing criminal goes on in this city that he doesn't know about or profits from. He wanted Spider Mare out of the picture because she was 'bad for business' or something like that."

"And the symbiotes?" Spider Mare questioned.

Chameleon confessed. "Best I could gather, the boss figured he could create a new world order. An army of alien ponies that only he would know how to deal with. Can only imagine he'll be furious when he finds his plan's in ruins. There, are you happy now?"

The wall crawling mare firmly nodded. "Yes. Now see, that wasn't so hard, was it?" She proceeded to trot over and pick up the captive Chameleon. "Now come on, buddy. I think it's about time we blew this popsicle stand."

"Are you crazy?!" Chameleon shouted at the top of his lungs! "If we go back through the furnace, we'll all melt!"

"So, you know another way out of here? Obviously, you had to find a way to access the furnace when it was still boiling hot." Spider Mare pointed out.

Chameleon reluctantly replied. "There... is a fake wall at the other side of the room. It... should lead to a subway tunnel, but..."

Black Cat just smiled. "Don't worry, I'm sure we'll be able to catch the train."

Author's Note

This chapter is based entirely on the level "Spidey v.s. Mysterio" in the 2000 Spider-Man video game. But since I'd already cast Trixie as Mysterio all the way back in my first installment, I knew I had to improvise and come up with something else here. The monster spider is foreshadowing, but to what I will not tell you.

Chameleon is a shapeshifter who is one of Spider Man's lesser know villains. He has had no appearances in movies, only in a couple of television shows, including The Spectacular Spider-Man where for an episode he disguised himself as Spider Man per the wishes of his client. Chameleon is often established as a sort of "For hire" kind of evil.

Homecoming Horrors

The Chameleon was right, there was indeed a subway tunnel behind a fake wall. And that subway provided the perfect transportation for our weary heroes. After it stopped and let off passengers, it was a simple hike to the police office to set everything into motion.

Soon, newspapers all over the city were printing up new headlines as fast as their presses would let them! Even the Daily Bugle was forced to print a retraction of its previous headlines, the new one that (reluctantly) hit the streets was plain for all to see: "Spider Mare Declared Innocent: Chameleon Confesses to Attempts to Frame Wall Crawler".

When the royal guard received the news, they quickly realized that they had no reason to go after Spider Mare anymore. The warrant was ripped up on the spot, and the guards returned to Canterlot without further fanfare.

However, not everyone in Manehattan took the news of Spider Mare's innocence well. One pony in particular was quite upset when the headlines inevitably graced his desk. He clutched a copy of the paper delivered to him in one hoof, growling and gritting his teeth not unlike a wild animal. "Hmm," The stallion muttered to himself. "Clearly, this Spider Mare is tougher than I figured. But... no matter," He paused and seemed to take a moment to compose himself. "This is but a minor setback. I will have this city eating out of the palm of my hoof before long. And anything that cannot be controlled," He crumbled up the newspaper in rather ominous fashion. "I crush!"

Just like that, the gears in the stallion's brain began to turn. And he began to scheme. If he pulled a few strings in just the right places, he should be able to get an audience with the Chameleon. Despite the shape-shifter's failure, that changeling might still be of some use.

Now, Spider Mare had no way of knowing that this was going on. If she had, she might not have been as relaxed as she was the next day, when she and Black Cat headed back to Ponyville. Rather than use up their webbing, they opted to ride atop the train when it departed from Manehattan Central Station. The wind rushing past was a nice sensation that made them feel truly alive.

Black Cat couldn't help but take notice of his wife's improved mood and overall stance. "You seem to be feeling a lot better now than you were before we left for Manehattan." He told her.

Spider Mare stretched and let out a sigh as she sat down beside her husband. "What else can I say? I can rest a little easier knowing that the confusion's cleared up and my name isn't being smeared anymore," But then she put a hoof to her chin. "Still, there's one thing that bothers me. Who is this 'Big Man' that Chameleon was referring to? Who could be so powerful and yet so mysterious? It's not like anypony to be plotting something big and not make a big deal about it."

Black Cat reached a hoof over to reassure the wall crawler. "Just take it easy, dear. With any luck, after he's heard about what happened to Chameleon and the entire symbiote operation, he'll think twice before he tries anything ever again. Besides, I think it's clear by now that there isn't a threat in the wide world of Equestria or beyond that we can't stop together. Plus, we've got friends in high places."

"Oh yeah, Commander Tempest and S.M.I.L.E.!" Pinkie nodded and exclaimed. "I'm sure we could always ask them if they know anything about this 'Big Man'. Assuming we ever cross paths with them again."

Cheese giggled. "I have a feeling that we will someday. But for now, let's just focus on matters closer to home."

Pinkie Pie smiled as she fondly sighed. "It's always nice to come home after a long trip away. Hopefully, now that the Jade Syndicate is out of business, things will be nice and quiet."

Unbeknownst to either hero, trouble had already reared its ugly head far away in Ponyville. In fact, it had done so late last night when the rest of the citizens of the town had already gone to bed.

One pony had stayed up, unable to sleep and hard at work on a cutting edge research project that, she hoped, would change the world.

This unicorn mare was none other than Starlight Glimmer, the very same Starlight who had lost her front left hoof during a rather unfortunate encounter with The Rhino. True believers will recall how that accident changed the unicorn forever, forcing her to live and work with a prosthetic hoof. But all it did was harden Starlight's resolve to find a solution, a way to ensure that ponies like her wouldn't have to suffer with such crippling disabilities.

Starlight's research had thus led her down the road she now found herself on, testing out her own serum due to an inability to find a willing test subject. Nervously, she used her magic to hold up the vial containing the ominous, green colored liquid. "Nerves are a bit unsteady," She noted to herself. "Otherwise, everything is proceeding as expected," She tilted her head back and moved the vial close to her lips. "Here goes nothing!" Quick as a flash, she downed the serum!

For a few seconds, nothing seemed to happen at all. Starlight just stood there, blinking her modest persian blue eyes as she felt herself all over. "Doesn't seem to be working," The mare said to herself even as she stood there. "Either there is a delay, or the serum is a dud."

Just after she'd finished speaking those words, however, the unicorn mare with a grayish-purple coat suddenly felt her body temperature spike! A cold sweat broke out across her face as it felt like her whole body was on fire! "Aaahhhhhhh!" She screamed and began to pant furiously!

Slowly but surely, however, the pain subsided as Starlight felt something suddenly poke out from a familiar place. Curiously, she looked at herself and lit up her horn. She saw that, whereas before there had been a prosthetic on her front left hoof, now there was a genuine one. She tried to move it, and it responded instantly. If she tried to curl it up, it curled up. She stomped it down and even kicked it against the wooden leg of her research table, feeling a small jolt of pain. All of which she noted on a pad.

Then, overcome with joy, Starlight Glimmer happily exclaimed! "It... works! It actually works! I've made a breakthrough! This serum could be the answer to pony kind's problems!" But she had to stop herself and cough into a hoof. "O-obviously, further testing and study will be needed, to determine if there are any side effects. I'll also need to see if the restoration process can be shortened. Oh, but I've got such a good feeling about this, I just know it'll..."

But at that very moment, the unicorn's excitement came to an abrupt halt! She collapsed to the ground as a force and pressure unlike anything she'd ever known before hit her all of a sudden! "GAH!" Frantically, she doubled back even as she tried to stand! It felt like something was going on in her mind, like her body was taking on a mind of its own somehow! "Something... is..." She struggled to get her words out. "I... can't....H-HELP! HELP!" And it was the last thing she said before she underwent a horrifying transformation!

In the blink of an eye, a terrifying creature took Starlight's place and let out a deep, guttural roar!

As soon as Spider Mare and Black Cat were back in Ponyville, they departed the train station and took to the rooftops. All seemed quiet and peaceful so far, just the way it should be.

"So, what should we do first?" Black Cat asked his wife after he gave her a small kiss on the cheek.

Spider Mare quickly got an idea in mind. "After what happened in Manehattan, I think it's clear that I can't afford to be without the Spidey Armor if I can help it. So I'll stop by Twilight's castle and see if she's finished with the repairs. If she is, I'll have the armor re-installed on my suit and ready to go. I'll also get her to take a look at my web shooters, to see if we can't fine tune them a little."

Black Cat blinked in concern. "Why would you do that, dear? I thought your shooters were working just fine."

The wall crawler replied in an ominous tone of voice. "I thought so too, hon. But after what happened with the Chameleon, I'm not taking any chances. I can't risk my shooters jamming up on me again unexpectedly. They weren't damaged, there's no reason why they should've stopped working just because I switched from one type of webbing to the other. So I gotta do everything I can to prevent that from happening ever again! Next time, I might not be so lucky as to have a chance to fix them mid-fight." Then, she shot out a stream of webbing, and headed off in the direction of Twilight's castle.

Black Cat quickly took out his baton and followed close behind. Truth be told, he'd been worried about the jammed web shooters too. Especially since it had occurred within the same day as that sudden and unexplained slip up Spider Mare had experienced while chasing the Chameleon (albeit, before she knew it was him or who he was). Add to that his wife and partner's state of exhaustion and... well, he couldn't help but wonder if something else was ahoof. Something Pinkie wasn't telling him. But what?

Cheese reluctantly pushed those thoughts to the back of his mind as he and Pinkie reached their destination. But as they did so, they were shocked and horrified at the sight that greeted their eyes!

Twilight's castle looked like it had been ransacked! A huge, strange looking shape could be seen through the doors. Crystal shards lay scattered on the front yard. Strange markings covered the ground leading away from the castle. And through the battered, broken doors it was possible to see that the lush, red carpeting had been all but ripped up. Small wonder the castle itself was blocked off by yellow police tape.

And sure enough, Officer Copper Top was already on the scene, as were several other Ponyville police officers.

Spider Mare immediately rushed over to the top cop to speak to her! "What happened here?!" She asked with concern! "This almost like a bomb went off."

"Well, we can safely say it wasn't a bomb," Officer Copper Top replied as she looked across to Spider Mare. "And it's good to have you back. Wish I had better news to give you than this."

"When did this happen?" Black Cat nervously inquired as he looked around.

Officer Copper Top tipped her hat as she somberly explained. "We're not sure yet, but we believe it was last night. Pretty late, in fact. All I know is, someponies in the surrounding vicinity were woken up. Said they heard a strange crashing sound coming from nearby. Then they thought they heard a roar, and saw some kind of shadowy figure running away. But we've got no hard evidence. No leads. We're still gathering evidence and testimony as we speak."

Spider Mare then inquired. "And what about Princess Twilight, Spike and Starlight? Are they okay?"

"Princess Twilight and Spike are fine, doesn't look like the monster got to them," Officer Copper Top explained. "They were just as surprised as you were to find out this had happened," But then she lowered her hat before reluctantly and glumly adding. "Alas, I'm afraid Starlight Glimmer is currently unaccounted for. We checked her last known point of occupancy, and she wasn't there. We found no evidence of a struggle, no ransom note. It was as if she just... vanished!"

"That can't be!" Spider Mare exclaimed as her eyes widened and she doubled back in surprise!

The top cop could only reply. "I'm afraid that's what it seems like for now," She then encouraged. "You're welcome to have a look around and even talk with the princess. She and Spike have already told us everything they know," She was quick to warn. "But don't get any ideas about interfering with the investigation! Your name may be cleared, but I can't risk you tampering with a crime scene before my ponies have had a good look at it."

Black Cat gave a salute and promise. "Don't worry, officer. We'll keep our noses out of your business. Take your time."

"Just don't take too long," Spider Mare thought to herself. "Something bad happened here, to one of my friends! I won't rest until I make it right!"

Author's Note

Don't think you've seen the last of Chameleon or this "Big Man" character, they'll return in due time. But now it's on to the second act, onto something I've had planned ever since I wrote Starlight Glimmer into this universe back in The Symbiote Saga. And I've established her research in the time since then.

I should also mention that Starlight wasn't just talking to herself. You'll see what I mean in the next chapter.

Starlight's Secret

Twilight was pleased to see Spider Mare and Black Cat as they approached her. The princess herself appeared to be a bit shaken up (not that anyone could blame her considering the circumstances), but otherwise she seemed to be okay.

"Hey, Twilight," Spider Mare tried to greet her friend in as cheerful a tone as she could muster up on short notice. "Sorry for... well... stopping by at a time like this. Was kind of hoping we could meet under better circumstances."

Twilight simply sighed and took a deep breath. "It's okay, it can't be helped. Figured you two would show up eventually. Word of this is bound to get out."

Black Cat then questioned. "You got any idea about who or what might have done this?"

Twilight shook her head from side to side. "Got no leads at the moment. At least, not that I can share with you. The police have only just started their investigation, and I reckon it'll be a while before they finish."

Spider Mare proceeded to ask. "What about Spike, and Starlight? Are they okay? Did anything happen to them?"

At that, the young princess let out a gulp and swallowed hard. "Spike is fine. But..." She trailed off as her lips began to quiver.

It didn't take a genius to figure out what the alicorn was implying. Both Spider Mare and Black Cat exchanged nervous glances as they realized at the same time. "Starlight's missing!"

"Yes, I'm afraid so," Twilight reluctantly nodded. "Her lab has been almost completely destroyed, and I couldn't find a trace of her anywhere. I hate to say it, but I don't think that's coincidence. Whatever happened last night, Starlight was part of it."

"Don't suppose there's any way you could smooth talk the police into letting us have a look around?" Spider Mare offered with a sheepish grin. "If anything's happened to Starlight, Black Cat and I really need to know. Something about all of this is giving me a bad feeling. This is starting to feel like the incident with The Rhino all over again."

Twilight took a bit of a step back as she pondered the proposal in silence. After a bit of internal contemplation, she told the two superheroes. "I'll talk with Copper Top and see what she thinks. No promises, though. And if she says no then that's the end of it. Even I can't just bend the rules for you."

Black Cat kindly replied. "We wouldn't ask you to do that for us even if you could. Any help you can provide at all would be greatly appreciated."

The young alicorn nodded once again as she promised. "I'll do my best." Then she trotted over to speak to Officer Copper Top. All Spider Mare and Black Cat could do was wait anxiously for news.

Eventually, the princess returned with what appeared to be a smile on her face. She informed her guests of the result of their sudden request. "The police haven't had a chance to look over the lab just yet, but Officer Copper Top is willing to grant you both permission to inspect it."

"Great!" Spider Mare all but leaped for joy. "Just leave it to us, we'll get to the bottom of things!"

Twilight quickly threw up a hoof. "Not so fast, there is one condition you have to abide by. Break it, and you'll be under arrest for tampering with a crime scene," She then explained. "Any evidence you find you're to share with the police, untampered with. Everything must be part of the official crime report, nothing can be left out."

"Don't worry," Black Cat reassured the troubled princess. "We'll be extra careful while we do our investigating. It'll be like we weren't even there."

Spider Mare, for her part, just put her hooves together. "Enough chit chat. We need to find out what happened to Starlight before whoever or whatever is responsible for last night strikes again! If there's some new supervillain on the loose, we need to know where they've taken Starlight and how we can stop them!"

Twilight led the way through her castle, down to the secret lab in the basement where Starlight Glimmer had frequently dwelled and worked. There was no need to open the door, it had been ripped off its hinges during the rampage last night.

Stepping inside, everypony found the whole lab to be in a state of what could only be described as organized chaos. Beakers and vials had been knocked over and had shattered, leaving shards of glass on the floor in every direction. Some chemicals had spilled out and onto the floor, leaving stains or scorch marks to indicate the remnants of their presence. A strange, almost acidic smell tickled at the nostrils. Tables had been overturned and smashed into splinters. And strangest of all, unfamiliar tracks could be seen on the carpet, leading to the decimated door and then to a hole in the wall.

The police officers on the scene immediately went about photographing everything in sight, no detail was too small to be overlooked. A few even began dusting for prints on whatever was left of the beakers, vials and tables. And two examined the strange tracks on the floor, trying to take measurements of them to see if that might indicate what they were or what had made them.

"Oh dear, what a mess," Spider Mare remarked to herself as she and Black Cat carefully stepped around the scene. "No way was this the result of some kind of accident. Somepony trashed this place, and did so in a hurry."

"Somepony, or something," Black Cat nervously commented. "Those tracks don't look like anything a pony could've made," He put a hoof to his chin. "Why do those tracks look so familiar?"

Suddenly, out of the corner of her eye, the wall crawler spotted something. It appeared to have been undisturbed, aside from having gathered dust for a bit. Curiously, she pulled it close with a shot of webbing. Looking at the object more closely and carefully dusting it off, it appeared to be some kind of square, block-like object with small circles. "Hold on, what's this?!" She said aloud.

Twilight's eyes seemed to widen upon spotting the object in Spider Mare's hooves! "It's some kind of recording! A tape!" She then lit up her horn. "Of course! Starlight must've been keeping notes on whatever she was researching! And if there are tapes, there must be a recorder somewhere!" Soon, she pulled out the aforementioned object. It was worn quite heavily, even rusty a bit around the edges. Yet it still seemed to be holding together more or less.

Just then, a police officer gave a shout! "I think I found something! Looks like a stash of some sort. The attacker must've not known about their existence." And in a matter of seconds, other officers were bringing up a small collection of tapes. There were no dates or markings on them, and many of them were just as dusty as the one Spider Mare had found.

Twilight quickly used her magic to prop up one of the overturned tables that had been spared destruction. Then she set the recorder down on said table. "These tapes might just be a clue," She commented with concern, then proceeded to request. "Spider Mare, give me that tape you found. I'll bet it's the first one."

Spider Mare obeyed. "Let's hope we get some answers out of it." She, Black Cat and the police all then watched as the tape was inserted into the recorder. With the click of a button, audio started to play.

In an instant, the voice of Starlight Glimmer flooded the lab as the tape played on. "Is this thing working?" She could be heard asking in an uncertain tone of voice. "Twilight says I should make audio logs of my research, for the sake of future history if nothing else. I don't really understand why that's necessary, but I suppose it'll give me something to focus my thoughts on during my research. Beats talking to myself all day."

There was silence as the tape continued to roll, and Starlight's voice continued to be heard. Her tone sounded almost like a monologue, yet it was possible to detect the faintest hint of passion within it. "Well, I guess this is the first of what may be a long series. I'm... not entirely sure what to expect. However, my research has led me to this current project. What, I pray, may be the first step towards the betterment of ponykind. A way to cure physical ailments. With the backing of a client who wishes to remain anonymous, I have secured funding to begin research and development."

The tape then stopped and the recorder clicked off. Twilight took it out and set it aside. "Seems promising so far. These tapes might provide an insight into Starlight's thoughts as well as her research. It might tell us who could've wanted to come after her."

Several more tapes were played in quick succession on the recorder, many of them being relatively short and coming and going without fanfare. But there was one tape that caught the attention of everypony who was listening.

"I think I've found a lead! A breakthrough!" Starlight's voice could be heard excitedly exclaiming! "Lizards can regrow their tails if they lose them. With just a little bit more research, I'm confident I can isolate the exact genetic code of the lizard that makes such a thing possible. Then I should be able to duplicate it, copy it to pony DNA! Just imagine: A world where you could regrow an arm, a leg, maybe even an eye or a horn! Oh, my client would be so happy to hear that! And I could regain the hoof I lost, no more prosthetics!"

When that tape clicked off, everyone in the room became very silent. None more so than Twilight, whose shocked expression conveyed more than words how she felt to hear about such things.

"I didn't think Starlight would actually go through with something like that!" Spider Mare thought to herself as a knot began to form in her stomach! "I don't think I'm gonna like where the rest of these tapes are going. This is starting to sound like experimentation gone horribly wrong."

Sure enough, another tape was played that seemed to confirm the web slinger's worst fears. When it clicked on, Starlight's energic tone of voice all but overwhelmed its listeners! "FINALLY! I'VE ACHIEVED A BREAKTHROUGH! I'VE COMPLETED THE DNA SPLICING!" Gradually, after a lot of excited prancing, it was possible to hear the unicorn scientist settle down ever so slightly. "Now I just need to find a way to perfect the formula for my serum. Once I do, I should have a concoction that will be valid for a field test. If my hypothesis is correct, the serum will bestow upon its drinker the ability to regain a lost limb."

Twilight removed that tape a moment later and set it aside. Then she turned her attention to the one tape she had yet to play. "This is the last recording," She informed everyone. "No telling what we'll hear, but I have a hunch this is the lead we've been searching for. Everypony, cross your hooves and hope for the best."

The last tape soon clicked on, detailing the results of an "experiment" Starlight chose to conduct on herself. "Nerves are a bit unsteady. Otherwise, everything is proceeding as expected. Here goes nothing!" Starlight could be heard saying, before the sounds of something being guzzled down were heard. It didn't take a genius to figure out that she was probably drinking the serum she had mentioned in the previous tape. "Doesn't seem to be working. Either there is a delay, or the serum is a dud."

Then, a sudden and frantic scream could be heard, alongside heavy panting from Starlight (who sounded like she was in terrible pain)! The screaming and panting eventually subsided though, as she could then be heard happily shouting! "It... works! It actually works! I've made a breakthrough! This serum could be the answer to pony kind's problems!" All the while, the sounds of a hoof being used could be heard.

Without warning, though, the tape took an ominous turn as Starlight's voice abruptly cut off! "I... can't....H-HELP! HELP!" The last thing heard on the tape was a deep, guttural roar, followed by the sound of thrashing and the breaking of glass!

Gasps filled the room as the tape clicked off and was removed! It was clear to all that the cause of this crime was Starlight herself. Her own research experiment had unwittingly unleashed a monster!

Author's Note

Not to much say other than I wanted this discovery to be made, and audio logs are a popular form of exposition in fictional media as of lately.

Sewer Surprises

The silence was broken up only when, at last, one police officer spoke up. "Well, I guess now we have no choice. We must issue an all points bulletin at once for a... lizard monster. No telling where it might have gotten to by now. Let's report our findings to the chief."

Another officer then tipped his hat as he said to Twilight. "Your majesty, we will do all we can to apprehend the monster. But you must understand that we may have to use lethal force. We cannot guarantee Starlight will remain unharmed. Our duty first and foremost is to protect the public," And he apologized. "I'm sorry to inform you of such a possibility. Rest assured, we'll do our best not to harm her unless absolutely necessary."

And with that, the police all left the scene one by one. Soon, only Twilight, Spider Mare and Black Cat were left behind in the wrecked lab. Alone with their thoughts and the wreckage left behind by Starlight's terrifying transformation.

Spider Mare could only shake her head from side to side. "I feared something like this would happen when Starlight told me about her research," Then she sighed. "Should've figured warning her wouldn't be enough to make her realize the danger. Now she's gone and turned herself into who knows what? Can't believe I'll have to fight another friend."

Twilight was quick to reassure her web slinging friend. "Pinkie, there's nothing you could've said or done to persuade Starlight not to go down the path she went down. She's a lot like me when it comes to science and research, especially when magic is involved. Once an idea gets into her head there's very little chance of stopping her. I've seen for myself how easily she can get carried away. Something like this was probably inevitable."

All the web slinger could do was hang her head. "Why do these things always have to affect the ones closest to me?"

Black Cat moved to put a hoof around his wife, offering her comfort and reassurance. "It's alright, honey. You mustn't take these things personally, it's not good for you," He soon added. "Right now, the best thing we can do is track down Starlight and see if we can't talk some sense into her still. Maybe we can get her to come back here, and together we can find a way to cure her."

"Guess it's worth a shot," Spider Mare firmly declared, before turning to Twilight. "By the way, Twilight. How are the repairs on the spidey armor coming along? Recent events in Manehattan showed me that I kind of need to have it on me at all times, just in case. I'm not sure how much use it'll be in this situation, but I'm not taking any chances."

Twilight frowned in response. "I'm afraid your spidey armor is still out of commission for the time being. Such is the price of cutting edge technology, when it breaks it takes a long time to fix."

Another long sigh escaped Spider Mare's lips. "Well, thanks anyway," Then she remembered something else. "Oh, I almost forgot! Could you maybe take a look at my web shooters? I think maybe that rapid fire option Starlight installed messed them up somehow. They jammed on me unexpectedly back in Manehattan, and I can't risk that happening again!"

The alicorn princess immediately trotted over, using her magic to pull back Spider Mare's gloves and inspect the mechanical, wrist mounted shooters that housed the canisters used to distribute the web fluid. She examined the shooters very carefully, even bringing up a magnifying glass to look at the intricate bolts and wiring that made the shooters what they were.

Spider Mare and Black Cat stood there in silence, waiting anxiously for news.

At last, the gloves were slipped back into their normal position as Twilight gave the results of her inspection. "I don't know what to say, Pinkie. Your web shooters look perfectly fine to me. I can't see anything wrong with them, inside or out."

"But that can't be!" Spider Mare protested with alarm and concern! "My web shooters couldn't have just jammed up for no good reason! They had to have been damaged somehow! There's gotta be something that explains why they stopped working when they did! I can't risk letting it happen again!"

The alicorn could only shake her head in reply. "I can see nothing wrong with your web shooters. Maybe it's all in your head. Just don't think about it and you'll be fine."

Reluctantly, Spider Mare tightened her wrists and curled up her hooves. Nothing seemed to feel off to her. "I... guess I'll have to take your word for it, Twilight," She agreed with a good degree of hesitancy. "Maybe I was just trying to look for an excuse not to have to go after Starlight, because deep down I don't wanna have to fight her. I don't wanna have to hurt a friend," She quickly and firmly declared. "But I've got no choice! I didn't become Spider Mare by not doing what needs to be done!"

Black Cat smiled. "That's the Spider Mare we all know and love! Glad to see you're all fired up," He trotted over to her. "Now come on! Let's stop talking and start doing! Reckon it'll be a while before the police get all the paperwork filed for that APB. Let's make the most of it."

Spider Mare nodded, and quickly got an idea. "I bet I know where Starlight went. There's only one place I can think of where she could've obtained lizard DNA," She grimaced and wrinkled her nose. "Can't believe I'll be going down there again."

"You don't mean..." Twilight began.

"-I'm afraid I do," Spider Mare ominously replied. "The sewers!"

Sure enough, Spider Mare and Black Cat found that the lizard tracks that started in the lab led all the way to a ponyhole cover, a cover that led down into the dark and murky depths of Ponyville's sewers. A place unfortunately familiar in more ways than one to both heroes.

Hesitant as she was, Spider Mare reluctantly pulled back the cover with her webbing and set it aside. "Really, the sewers," She had to resist the urge to roll her eyes. "You never hear about the Power Ponies wandering about in sewers, fighting giant lizard ponies," Then she added in a quiet, hurt tone of voice. "After the whole Venom ordeal, I'd hoped I'd never have to come back here."

Black Cat did his best to inject some humor into the situation. "Well, sometimes being a superhero means getting dirty. At least this time you're not taking the plunge alone."

The wall crawler slowly nodded. "Yeah, I guess that is one positive to all of this. Even so, we're really going to need a bath after this," Sighing and taking a deep breath, she steadied her nerves as she gazed down into the abyss. "No sense putting it off any longer. A Spider Mare's gotta do what a Spider Mare's gotta do." Then, slowly but surely she descended, using small bursts of webbing to keep from falling all the way down.

Black Cat followed close behind.

After what seemed like hours (but had probably only been a couple of minutes at best), the two heroes reached the bottom. Immediately, they felt their hooves touch the nasty, murky waters of the sewer as it flowed along without interruption. Already, the smell was overwhelming. And the only thing to take one's mind off it was the sound of dripping water coming from leaks in some of the pipes.

"Well, this place hasn't changed a bit," Spider Mare chuckled ever so slightly. "Don't know why I would've expected anything else."

"You really think Starlight would come down here in her current state?" Black Cat pondered. "Doesn't seem like there'd be much for her. The only company she'd have are the rats, and maybe an alligator or two."

Spider Mare couldn't help but giggle. "Oh please, not that old pony's tale again. Everypony knows alligators don't live in sewers," But then she noticed something odd on the ground in front of her. It appeared to be some kind of ball, and it was glowing a bright shade of green. She trotted closer to inspect it, which turned out to be a mistake when an insanely powerful odor assaulted her nostrils. "Ugh! Maybe I spoke too soon! Something left this behind, and I doubt it was a rat!"

"Never mind that," Black Cat commented as his eyes looked all around. "There seem to be markings of some kind on the wall. They look like..." He paused, trying to think of a good word. "Slime, or something."

At that, the wall crawler felt an ominous tingle crawling up her spine. "I've got a bad feeling about this, Cheese. I don't think we're alone down here. Starlight must've been doing other experiments while she was gathering that lizard DNA."

Just then, from the darkness emerged a trio of lizard creatures that appeared to be standing on two legs. They had sharp teeth, long tails and thick, brownish-green scales. Their eyes were almost a bloodshot red in color, and their tongues hung out of them as a green colored liquid seeped out from said tongues.

One of the creatures saw the two superheroes and let out a hiss! The other two lizard creatures promptly followed!

"Oh, I'm sorry, guys," Spider Mare apologized as she wrapped her hooves in webbing. "Am I late to the party? Guess my invitation got lost in the mail."

The lizards just snarled and roared in response.

Black Cat trotted forward, jumping in front of Spider Mare. "Sorry, guys. I don't speak lizard. Do you speak Equestrian?" He asked the lizards, and got nothing but hisses and snarls in reply. "Guess not. Then I guess that means talking things over is out of the question."

"Doesn't look like they're in the mood to chat!" Spider Mare replied. "Keep your guard up, these guys look nasty! No doubt, they're some kind of welcoming committee."

Black Cat nodded as he brandished his baton, swinging it around as one lizard creature suddenly tried to jump him! Black Cat swatted it back not unlike he was swatting down a fly!

As for Spider Mare, she soon found that her webbing couldn't do a thing against the lizards. Their thick scales and corrosive green drool dissolved her webs as soon as they made contact. "Guess I'm gonna have to do this the old fashioned way." She realized as she brandished her hooves.

Together, the two heroes fended off the trio of lizard creatures, until eventually all three retreated back into the darkness from which they had emerged.

There was very little time to celebrate and get their bearings for Spider Mare and Black Cat, however. "There's gotta be more where those came from!" Spider Mare quickly concluded. "I'll bet my webs those lizards are trying to protect Starlight. They must think she's one of them."

"Boy do they have their wires crossed," Black Cat remarked. "Still, they were pretty nasty. Guess getting to Starlight won't be as easy as we thought."

"As if it ever is," Spider Mare frowned before she rushed ahead! "But nothing is going to get between us and Starlight! Nothing at all!"

"Spider Mare! Wait!" Black Cat shouted and rushed after his wife as fast as he could!

Author's Note

And so it is that we now get into the second act, which primarily draws inspiration from the first episode of Spider-Man: The Animated Series as well as much of the forth chapter of the 2000 Spider Man video game. Both feature The Lizard, and the latter involves mutant lizard men who are immune to Spider Man's webbing.

I specifically chose to publish the story with this chapter on this day because today is the official 60th anniversary of Amazing Fantasy #15. That comic was the comic in which Spider Man made his official debut, before he would go on to get his own comic series.

Experiments

Spider Mare kept on running, and running and running some more! Now that Starlight wasn't the only pony who had been affected by the serum, either intentionally or unintentionally, it was all the more imperative that the web slinger track down her transformed friend as soon as possible.

Suddenly, up ahead the path split into two tunnels. One going to the left and the other to the right. It was anyone's guess which led to where. And that was time the superhero didn't have. So she made a split second decision, our hero rushing into the right tunnel as fast as she could.

Black Cat wasn't too far behind, but still struggled to keep up with his crime fighting companion and love of his life. Then, before his eyes, he saw a door slam shut! The right tunnel was sealed off! Frantically, he rushed to the door, knowing full well who was on the other side!

Spider Mare, for her part, soon realized her mistake. "Locked!" She spun around and fidgeted with the door, but to no avail. There was no handle or knob to be found anywhere, and despite her enormous strength she couldn't get the door to rise. She kicked at the ground! How foolish of her to rush ahead without thinking!

"Spider Mare!" Black Cat frantically called from the other side! "I... can't get the door to budge! It's locked tighter than... well... something."

Spider Mare let out a sigh. "Just forget it, Black Cat. Looks like we're splitting up. Take the other tunnel. Hopefully, we'll find a way to meet back up," And she was quick to instruct. "Keep your eyes open. No telling who else we might run into down here."

Black Cat reluctantly nodded. "Alright. Just be careful. And from now on, no running off without me." Then he turned and headed for the other tunnel. Hopefully, this one wouldn't slam shut behind him.

Meanwhile, the web slinger couldn't help but think to herself. "Why didn't my 'Pinkie Sense' warn me about that door? First my web shooters jam up unexpectedly, and now my 'Pinkie Sense' stops working?" She shook her head to clear her thoughts. "I'm overthinking it! I can't worry about that right now! Got to stay focused!" And she slowly but surely trudged her way through the muck. Despite having been down in the sewers before, she wasn't exactly familiar with the layout.

It wasn't long before neither Spider Mare or Black Cat could hear each other. The sewer walls were too thickly lined to allow any kind of communication between tunnels. The two were alone with just their thoughts for company.

Black Cat found it hard to keep his thoughts from drifting back to his wife. The more he tried not to think about her recent behavior and some recent developments, the more he found himself thinking about exactly those circumstances. It just seemed so odd. And it troubled him greatly to think that something might be wrong with Spider Mare, but what that might be he didn't know.

Those thoughts were soon interrupted, however, when the superhero heard a low, guttural roar fill the air! He jumped back a bit, peering into the murky darkness in the hopes of making out the shape of whatever might be up ahead. He untucked his baton and brandished it, maintaining a pose to be ready for combat. Black Cat tried his best to be brave. "Whoever you are!" He warned! "You don't wanna mess with me! Surrender now and you will not be harmed, I promise!"

The guttural roar was heard once again, this time growing louder. And now it was possible to hear the sound of hoofsteps rapidly approaching! Come to think of it, the roar sounded awfully familiar now that Black Cat thought about it more in depth. But where had he heard it before, and why?

Too late, realization hit Black Cat just as he saw a giant lizard like creature emerge from the shadows, ready to strike!

Spider Mare had no way to know what was happening to her partner right now. If she did, she might have had more of an urgency to her movements. As it was, she was just casually trotting along and trying her best to keep at least her head above water. "Ugh! Dry cleaning this suit is gonna take forever!" She complained to herself! "And just when I finally got the smell out from my last trip too."

Then, up ahead, there was what looked like a light. That struck the web slinger as odd. It wasn't a natural light, but artificial light in the sewers should be almost non-existent since nopony ever really came down into them (except for the occasional maintenance work).

Spider Mare trotted forward, drawing closer and closer to the light until it was almost blinding her. Slowly, her eyes adjusted to the light source, and when they did they took in a sight the wall crawler could hardly believe. It was enough to make her gasp!

The ground had been covered over with tiles that restricted (but did not completely block) the flow of water. A large, wooden bench of some kind had been set up almost like a table. Gears could be heard churning on in the background alongside the occasional dripping of water from a pipe. Empty beakers and vials lay scattered around in a clumsy fashion. Most noticeable of all though, was what looked like a blueprint of some kind.

The web slinging, wall crawling superhero crept closer and unfolded the blueprint. It seemed to be highly detailed even though it was little more than a glorified sketch of some kind of weapon. What exactly it was for was impossible to tell, there were no written words to describe what the object was going to be. Was it for some kind of experiment? Perhaps this was the source of those lizard creatures from earlier?

Before Spider Mare had a chance to do any further inspecting, however, her thoughts were interrupted by the sounds of a scuffle.

Without warning, Black Cat emerged from the darkness! In fact, he was outright flying, as though he'd been hit by something! He landed on the floor in front of his partner with a loud crash, looked battered and a fair bit dazed. "Honey, I'm home." He weakly muttered as he tried to stand up, but fell to his hooves.

Another voice then cried out from the darkness! "Intruders!" And stepping into the light was a truly massive lizard like creature wearing a white lab coat! But this one looked vaguely pony like, even maintaining a unicorn horn and having a cutie mark. The cutie mark was a dead giveaway as to the identity of this monster: It was a purple and white star accompanied by two-toned bluish-green glimmering streams.

"Starlight?!" Spider Mare gasped and removed her mask, immediately revealing her secret identity.

The lizard-pony hybrid stepped back a bit. And the familiar voice of Starlight Glimmer spoke up. "Pinkie Pie. Of course. I should've figured you'd show up eventually," She waved one of her new lizard arms. "Welcome to my new lair! My new home!"

Pinkie had to force herself not to smile. "It's impressive, Starlight. But you don't belong here. I've come to take you back so you can be cured of... whatever it is you did to yourself."

Starlight shook her head from side to side and hissed. "Don't you see? I am cured! I'm better than ever! This is my chance to make a difference in Equestria," In a more sympathetic tone of voice she added. "Surely, you can relate. You're always fond of saying that with great power comes great responsibility. So this is my responsibility, to use my new powers to build a better world. A world without physical ailments or limitations, a world without limits."

Pinkie sighed and frowned. "Is that why you created those other lizard ponies? Are they all part of some twisted experiment of yours?" And she tried to plead with her friend. "Please, you're not thinking straight."

"No," Starlight firmly replied. "For the first time in a long while, I'm thinking with my heart and not just my mind. Those lizard ponies were like me: Lost and forsaken, forgotten or left behind by society due to their injuries. But now, thanks to nature, I have given them new life. A better life than the world above. A world in which I'm no longer Starlight Glimmer, just The Lizard Queen, or The Lizard for short."

Black Cat slowly stumbled to his hooves again. "You're crazy! You're really going to throw everything you have away just to get your hoof back?! This is sounding a lot like that village Pinkie told me you once ran."

"The Lizard" only coldly responded. "Shows what you know! You're on the wrong side, both of you! I'm to build a new world, and I won't let either of you get in the way! Those who are not with me are against me!"

Pinkie pulled her mask back on and tightened it, surrounding her fists with webbing. "And here I was hoping we could settle this without violence," A reluctant sigh escaped her lips. "Guess I should've known better, Starlight."

"I told you not to call me that! Starlight Glimmer is gone, only The Lizard remains!" The Lizard roared! "And you, Spider Mare, are in my way! If you seriously think you stand a chance against me, then all by means go ahead! Let's see how your famous spider strength fares against the power of revolutionary science!" Then she stepped back, only to immediately lunge at Spider Mare!

Spider Mare grabbed The Lizard by the hooves and locked into combat with her. Try as she might, though, the wall crawler found that it took everything she had just to keep from being overpowered by this new threat.

"Too... strong!" Spider Mare groaned as she strained and struggled desperately to hold her ground. When she spotted an opening, she threw a punch. But to her surprise and disappointment, The Lizard just shrugged it off like it was nothing at all.

"Do you see now?" The Lizard taunted as she swung her tail, swatting Spider Mare down like a fly. "You're no match for me in brawn or brains. I am your superior in every way. I will build my new world down here with my followers, don't bother trying to stop me!"

Groaning anew, Spider Mare stood up and made her way over to Black Cat. "I know the real you's still in there somewhere, Starlight. The real you would never be saying the things you're saying. Somehow, someway, I'll find a way to bring you back."

The Lizard just laughed and hissed. "Yeah? I'd like to see you try. You won't succeed. And soon enough, you'll learn to see it my way."

"Tartarus will freeze over first!" Spider Mare bitterly snapped as she helped Black Cat to his hooves, and then said to him. "Come on, dear. We're not gonna solve anything this way. We need to retreat and come up with a better plan."

Black Cat was eager to agree. "Usually, I'm the one suggesting things like that," He then turned to look at The Lizard. "We'll be back! You can be sure of that!"

"Not gonna happen!" The Lizard hissed anew! "Now that you've seen what you've seen, I can't let you leave here! You two will make excellent additions to my new world! Then you'll see I was right all along!" But just as she stepped forward and prepared to strike again, her eyes began to narrow! Suddenly, she collapsed to the ground in pain and started to scream! Frantically, she rushed for the table! "Where is it?! Where is it?!"

"Starlight?!" Spider Mare gasped in horror!

The Lizard only roared! "Go! Now! I... can't... stop it!" And then she went back to her frantic search for... whatever it is that so occupied her attention.

Reluctantly, the two superheroes obeyed. This was a gift horse they did not want to look in the mouth.

Author's Note

Inspiration for this chapter is based both on the 2000 Spider-Man video game, which features The Lizard's lair in the last two stages of the fourth chapter. As well as the very first episode of Spider-Man: The Animated Series and to an extent the third episode of Spectacular Spider-Man, since both feature The Lizard prominently.

Spidey v.s. The Lizard: The Rematch

After a very long time of toil, sweat, tears and most of all hard work, the trio of ponies working together could finally stop to rest. Trial and error had taken the better half of at least an hour, if not two. Yet Pinkie Pie, Cheese Sandwich and Twilight Sparkle could all see the results of their efforts staring them square in the eyes. Contained within a vial similar to the ones that Starlight had used in the past, was a liquid chemical that was going to undo the effects of Starlight's experiment.

Or at least, that was what was hoped for. The hypothetical cure hadn't been tested yet, and under the circumstances it was going to be impossible to test it properly. The only way to know whether it would work as intended or not, would be to administer it to the very pony that the trio hoped desperately to cure.

After pulling down her mask, Spider Mare carefully grabbed the vial containing the cure and tucked it into a small pouch for safe keeping. "Well, I guess there's nothing left to do now but track down Starlight and find a way to give her this cure," She said with a great deal of hesitancy. "I really hope this works. If it doesn't, we may not get another chance to reverse the effects of that transformation. Starlight will be lost forever."

Black Cat trotted over and reassured his troubled partner in crime fighting. "We've got to have faith that it will work. For our sake and for Starlight's."

Spider Mare firmly nodded. "Right. And this time, we'll be ready for her! One way or another, this is all gonna end! So let's head back down into the sewers, find Starlight, and leave the rest to faith and our abilities."

"Indeed," Black Cat agreed. "I'm ready when you are!"

Yet before either pony could leave, Twilight cleared her throat and spoke up. "Pinkie," She appeared to plead. "Can I have a word with you, alone if you wouldn't mind?"

Suspecting nothing, Spider Mare nodded back and then said to Black Cat. "Go ahead without me, I'll catch up. This shouldn't take long."

"Alright, but I'm not heading down into the sewers until you're by my side. You have the cure." Black Cat agreed. Then he departed the lab and headed for the castle doors. Just like that, Twilight and Spider Mare were alone with each other. No one but them would know what would be discussed.

Twilight took one look at her crime fighting, web slinging friend and cleared her throat. What she was about to say was extremely important. "You're not feeling well, Pinkie. I can tell."

"Whatever do you mean, Twilight?" Spider Mare shot back a most puzzled look. "I'm totally fine."

Twilight was anything but convinced as she shook her head. "You're not, Pinkie. Don't try to lie. You're going to great lengths to hide it, but you can't fool me. You don't seem to have as much of a spring in your step, you've been coughing a lot and it looks like you haven't been sleeping the greatest."

Spider Mare was quick with the reply. "I know what you're thinking, Twilight. But I assure you, I'm okay. Crime fighting takes a lot out of you, that's all. So maybe I'm a bit under the weather, so what? I'm sure that whatever I have, it'll go away once I get a good night's sleep. And I'll sleep a lot better once this whole lizard business is taken care of. I'd already be on my way if you didn't pull me aside so we could talk about this."

The young alicorn sighed and had to resist the urge to groan. "Pinkie, you remember what happened with Applejack during that one applebuck season? Or what happened the first time you foalsat the Cake Twins?"

"Yeah, I remember," Spider Mare nodded and smiled. "But this is different. This is something I have to do! I didn't become Spider Mare because I wanted to take it easy. I've got a friend who needs me, and I'm not gonna let her down! I promise, I'll be careful. Or do you not trust me?"

"No, Pinkie, I trust you. I'm merely saying this for your own good," Twilight sighed again. "Just please try not to push yourself too hard. And you should probably mention this to Cheese Sandwich so he knows. I'm sure he won't mind having to do the heavy lifting for a while because you're not at a hundred percent."

Spider Mare would hear nothing of such an idea. "He already helped out a lot and even saved me back in Manehattan, not to mention him swiping the blueprints to that fusion cannon in Starlight's lair. I'm not gonna make him do even more for me. We're a team! I need to pull my own weight, no matter how heavy that weight may be!"

The princess forced back a groan. "Pinkie, your logic continues to baffle me. Still, I really can't stop you if you're determined to go through with this. So please, if only for your own sake, remember what we just talked about. Be careful, or you may end up being more of a hindrance than a help."

"I understand, Twilight. It's great that you care so much about me," Spider Mare replied as she prepared to leave the lab. "But you don't have superpowers like I do. You didn't dedicate yourself to fighting crime like Cheese and I have. Spider Mare is needed, for now at least. Hopefully, I'll be back soon with Starlight in tow." And with that, she left the lab to join up with Black Cat.

Just as he'd promised, Black Cat was waiting for Spider Mare by the ponyhole cover that led down into Ponyville's sewer system. "Everything okay on your end, honey?"

Deciding it best not to tell her husband about the discussion she'd shared with the princess, Spider Mare just nodded, and replied in an innocent and carefree tone. "Yeah, everything's fine. Twilight was just being Twilight, telling me to be extra careful and all that. You know, 'cause of the cure." She briefly looked down to the vial contained with that pouch on her costume.

Black Cat suspected nothing as he smiled. "If you're sure," Though he briefly took on a serious tone of voice as he added. "You can always tell me if something's not right, dear. We both agreed not to keep secrets from each other."

"Yes, I remember. I haven't forgotten," Spider Mare replied. "Now come on. We've wasted enough time just sitting around here, talking. No telling what Starlight's been up to since we last saw her. Let's get down into the sewers and put a stop to her plan before it's too late!" She promptly pushed back the ponyhole cover, and after taking a deep breath began her descent into the murky darkness of the sewers below.

Black Cat followed close behind, and soon the all too familiar stench of the sewers greeted the nostrils of both heroes. As expected as it was, it was still far from pleasant. But of course, they had greater concerns on their minds at the moment. So they rushed forward, their destination clear in mind! And both of them were thinking to themselves. "Ready or not, Starlight, here we come!"

After only a little while, both web slinging superheroes reached their destination as they felt their hooves touch the familiar ground of Starlight's secret sewer lair. Compared to last time, the place was all but bathed in light. And sure enough, there was Starlight Glimmer herself in all her lizard/pony hybrid glory. As expected, she appeared to be hard at work on her fusion cannon, the object now visible for all to see in its gleaming white glory.

Any hope to utilize the element of surprise was soon dashed, however, as Starlight happened to glance over her shoulder and spotted Spider Mare and Black Cat. She hissed as she turned to greet them. "So you came back. Should've figured you couldn't stay away for long," She swished her tail. "Well, you won't get lucky a second time. I've stabilized my condition, all thanks to my latest and greatest invention."

"You mean your little fusion cannon?" Spider Mare guessed and then scolded. "You really should've known better than to leave the blueprint for it just lying around, Starlight. Were you always this messy of a scientist? Or is that just another side effect of your transformation?"

Starlight let out a roar as she leaped forward, forcing herself to be snout to snout with the intruders! "First of all, I told you never to call me Starlight! I'm The Lizard now! And soon, all of Equestria is going to know me by that name! Know me as their superior! The rightful ruler of a new and better world! Second, do you really believe I've built some silly 'fusion cannon'? If so, you mock me with your incompetence. It's no mere 'fusion cannon', it's a neogenic recombinator. It doesn't merely fuse one type of DNA with another, it combines and rewrites them into one, all powerful kind of DNA! A DNA so powerful that no kind of magic spell can possibly override it!"

Black Cat rolled his eyes. "It's official. You're off your rocker. What you're doing is way too dangerous."

The Lizard jumped back and bitterly snapped. "You wouldn't understand! But how could you when you never lost a limb?! What happened to me back then was an accident, a twist of fate. Yet now I've turned that accident into a blessing instead of a curse. I'm cured!"

"No, you're not! You've become a monster!" Spider Mare firmly insisted! "You may not think so, but the Starlight I know would never be thinking or saying the things you're thinking or saying. Please, end this madness now! Black Cat and I, we can help you! We can change you back to who you were, to who you're meant to be."

"NEVER!" The Lizard roared at the top of her lungs! "I'll never go back to who I was! And if you try to stop me, you leave me no choice but to put you both down by force!"

Spider Mare simply flicked her wrist. "Try it, you won't succeed!" A split second later, a ball of webbing shot out from her left wrist and hit The Lizard square in the chest! It flung her back, pinning her to a wall! "YES!" The web slinger cheered! "Impact webbing, you've come through once again."

But The Lizard only slashed at the webbing with her claws, ripping it to shreds. "Fool! Did you really think your silly little webs could stop me?! My claws and my breath can turn your webs into nothing!"

"Can you blame a mare for trying?" Spider Mare retorted as she jumped back a bit.

"YES! The Lizard shouted and lunged forward, preparing to strike at Spider Mare with all her strength!

Black Cat quickly stepped forward, putting himself between Spider Mare and The Lizard as he brandished his baton. "You want her? You'll have to go through me first!"

The Lizard only continued her charge, undeterred by who now stood in her way. "Don't waste your time. Your webs will be just as useless!"

Black Cat simply grinned as he tapped a button on his baton, then shot out a stream of webbing that ensnared The Lizard right in her tracks! "Care to bet?! You shouldn't underestimate me. I'm just as capable of building my own tech as Spider Mare is!"

The Lizard prepared to rip apart the webbing. But before she could do so, she unexpectedly felt a tingle and then without warning found herself subjected to an intense electrical shock! She yelped in pain as she struggled to stand her ground! "...You!" She coldly hissed, barely able to make herself heard over the crackle of the electricity. In desperation, she swung her tail 'round in the hopes of catching Black Cat off guard!

Black Cat jumped out of the way, and the tail swipe missed its target. But it did succeed in striking the table where the neogenic recombinator rested, knocking it off the table and onto the floor as it slid for a ways before coming to a halt.

"NO!" The Lizard groaned and roared as she tried to fight the electric shock.

"Quick!" Black Cat shouted to Spider Mare! "I'll hold her off! Get to the recombinator and see if you can't destroy it!" Then he held onto his baton as he felt The Lizard try to break free! "No you don't!" He said as he maintained a firm grip, digging his hooves in even as he felt himself be pulled closer to the creature!

Not one to let such an opportunity as the one afforded to her go to waste, Spider Mare shot out a stream of webbing. And she used it to pull the huge device close to her. Never in all her life was she more grateful for her spider strength than she was at this current moment. Without it, she doubted she'd be able to move the recombinator at all, let alone bring it straight to her.

Even as the sounds of a scuffle could be heard going on around her, Spider Mare focused all her attention on the huge, white colored object she now held in her hooves. She frantically looked it all over, trying to see if there were any weak points she could exploit. It didn't seem like there were, and the device looked far too well built to be pulled apart. Maybe she could try lifting it up and smashing it by throwing it from a high enough point? But would the ceiling of the lair be high enough to do the job? Or maybe there was another way to sabotage the device?

Suddenly, the sounds of the scuffle faded. And just as Spider Mare turned to look, she saw a sight that nearly stopped her heart right then and there.

The Lizard had broken free of her bonds and now held Black Cat firmly in the grip of her tail. Black Cat struggled and kicked all about, trying in vain to break free. The Lizard smiled. "That's right, Spider Mare. I now have that which you care about more than anything else. And since I'm feeling generous, I'm willing to make a deal with you," She quickly laid bare her terms. "Give me the neogenic recombinator, and I promise your husband will not be harmed. Don't even think about trying to trick me. I'm just as smart as you are, if not smarter. Resist me, and it looks like it'll be 'death do your part'."

"Starlight," Spider Mare grit her teeth and clenched her hooves. "If you lay so much as one hoof on him, I swear I'll..."

The Lizard simply tsked. "-You're in no position to make threats. Either hoof over my recombinator, or say goodbye to your husband forever!"

"Don't listen to her, Spider Mare! Don't give her what she wants!" Black Cat desperately pleaded with his wife! "I'll be fine, I promise! Smash that thing to pieces! Do whatever it takes!"

Spider Mare, for her part, looked to the recombinator in her hooves. Then she looked at Black Cat and The Lizard, and then she looked back at the recombinator. Suddenly, she seemed to know what she wanted to do. "Okay," She said to The Lizard. "You win. Just don't hurt Black Cat."

"Only if you give me the recombinator!" The Lizard firmly demanded! "Hoof it over right now!"

The wall crawler obeyed, carefully setting the device down and kicking it across the floor to The Lizard. Just as Spider Mare had hoped, The Lizard was as good as her word and released her hold on Black Cat.

"You didn't have to do that." Black Cat unhappily sighed as he reluctantly joined his wife.

"I had no other choice," Spider Mare firmly replied. "I couldn't let you get hurt because of me."

The Lizard smirked with triumph as she held the neogenic recombinator in her claws! "Finally! I've waited a long time for this! My new society will be complete!" She pointed the recombinator at her foes. "You two will make fine additions! You will join me in my new world and will rule by my side!" Yet when she pressed a button and tried to fire it, nothing happened. She blinked and pressed the button again, the same result occurred.

Spider Mare couldn't help but grin. "Having trouble with your little science project?"

"What did you do?! You... you tricked me somehow!" The Lizard growled as she turned the device around to look at it.

Spider Mare's grin only grew wider. "Nope. You just set yourself up for defeat. You did exactly what I thought you'd do. I didn't tamper with your device, I merely added a little something for an experiment of my own."

Black Cat's eyes widened as he noticed a now empty pouch on Spider Mare's costume! "When did you..."

The wall crawler winked. "I wasn't sure if I could destroy the recombinator. So I decided it would be the perfect way to inject the cure into Starlight. Now we just cross our hooves and hope for the best."

"No! NO! You won't cure me!" The Lizard firmly insisted even as the neogenic recombinator began to hum! She dropped it on the ground and tried to run! "I won't let you take everything away from me after I've come so far!"

But with a little bit of webbing and some clever maneuvering, Spider Mare (along with Black Cat) simply brought The Lizard to her knees and pinned her down with a ton of webbing. Then, she used some more webbing to grab the recombinator and point it directly at the conquered foe. There was a loud noise and a bright flash that blinded everyone in the room!

The flash faded before long. The results of the abrupt "experiment" could now be seen clear as day to all.

Sure enough, on the floor of the lair rested none other than Starlight Glimmer now back to being a pony. Surprisingly, though, the hoof she had grown back from earlier was still there even though it should've faded away. The unicorn slowly opened her eyes and stood up. "W-where am I?" She asked as she blinked slowly. She almost gasped and jumped back in surprise when she saw Spider Mare and Black Cat standing over her!

"Starlight," Spider Mare greeted and then questioned. "Do you remember anything?"

Starlight shook her head. "I... can't. My memory's all foggy. The last thing I remember, I was in my lab at Twilight's castle. I'd just drunk a serum I'd made, and regained the hoof I'd lost. Then, all of a sudden, something overtook me and it was like I went to sleep."

"You... don't remember anything after that?" Black Cat asked.

Again, Starlight shook her head. "No. Should I?"

Spider Mare smiled as she offered a hoof to her friend. "It's a long story, Starlight. But you're back now, and that's all that matters. The cure works."

"Cure? My serum had side effects?!" Starlight gasped in fright!

Black Cat reluctantly nodded. "Seems like it did. We'll explain everything once we get out of the sewers and get you back to Twilight."

"Exactly," Spider Mare agreed as she helped Starlight to stand more firmly. "Twilight will be so happy to see you. Now all we have to do is just..." But then her sentence was abruptly cut off as she suddenly felt herself growing light headed!

Black Cat gasped in shock and horror when he saw Spider Mare start to stumble and put a hoof to her forehead! He rushed to his wife's side in an instant! "Are you okay?!" He asked as his tone of voice conveyed just how worried he was.

Spider Mare coughed repeatedly. "I... I don't... feel so... good..." And she trailed off as she shut her eyes and fainted right on the spot!

"PINKIE!" Black Cat and Starlight both exclaimed in shock, fright and disbelief!

Author's Note

The neo-genic recombinator is based on a similar device The Lizard uses in the first episode of Spider-Man: The Animated Series. That's also where the plot for The Lizard to create a new world comes from (as well as to an extent from the first Amazing Spider-Man movie).

And with this, The Lizard arc of this story comes to a close. But there's still one more arc to cover, and it's going to be a doozy!

An Unexpected Twist!

Pinkie Pie awoke some time later (how much time had passed she couldn't possibly speculate) only to find herself encased in what could best be described as a long tube. Glass covered the top, affording the earth pony a view of the world outside. She found herself within a room at Twilight's castle, though which one was impossible to guess. And she seemed to be alone, still in costume.

That definitely unnerved the currently unmasked web-slinger, even though she knew she'd already disclosed her secret to Twilight long ago. "Where am I?" She wondered aloud as she tapped a hoof to the glass, inspecting it and finding no signs that it would shatter or crack. "How did I get here? There... there must be some mistake!" Frantically, she did the only thing she could think to do in her desperate situation, she began to pound on the glass as hard as she could! "Hello? Somepony? Anypony?"

Suddenly, the familiar form of Twilight appeared by the tube. And judging from the expression on her face, she was rather concerned about... something. "Oh, you're finally awake," She commented in a concerned, worried and anxious tone of voice. "I was beginning to think you might never wake up."

"Twilight, what are you doing?! I don't belong in here!" Pinkie Pie pleaded! "And where are Cheese and Starlight? Are they okay?"

"I'm right here, dear," Cheese Sandwich greeted as he approached the tube in the blink of an eye. "And you needn't worry about Starlight, she's resting comfortably. It looks like the cure worked as intended, no side effects."

Pinkie breathed a small sigh of relief. At the very least that was good news. "Then, what am I doing here?" She asked again, hoping for an explanation.

Twilight obliged her friend as best as she could. "Cheese brought you here almost singlehoofedly after you passed out in the sewers," A noticeable frown formed on her face as she scolded. "Why didn't you listen to me when I told you not to push yourself too hard?"

Pinkie was quick with the retort. "I had no choice! Starlight wasn't going to go down without a fight, and even then it took some clever thinking and a bit of luck on my part to save her," Locking eyes with her friend she added. "But I'm fine now, really. You don't have to keep me locked up like this. Like I'm a danger to others."

"But you are, Pinkie," Twilight unexpectedly protested. "You just haven't realized it yet."

"What are you talking about?" Pinkie stubbornly demanded of her alicorn friend. "You're not making sense, Twilight! This is all starting to feel like some kind of bizarre dream."

With a shake of her head the princess remarked. "It's no dream, Pinkie. This is real! I've locked you in that case for your own good," Then she explained. "You remember how you told me about how you got your powers? About that spider bite?"

The unmasked wall crawler nodded. "Yeah, that was back during the whole Venom fiasco. What's your point?"

The young alicorn went on in her explanation. "Obviously, that bite somehow altered your DNA. And while you were out, I finally got a chance to obtain a sample of said DNA. It was relatively easy, you were suffering from a fever and sweating up a storm. I was afraid I'd have to take you to the hospital, before your temperature miraculously came down all on its own."

Pinkie fidgeted in impatience. "Where are you going with this, Twilight? I don't understand what you're trying to tell me."

"I'm trying to explain how and why I came to the conclusion I've now made," Twilight defended herself almost like she'd been giving a lecture on a subject. "There's no easy way to put this, Pinkie. But you're changing, and not in a good way. Your DNA was indeed altered by that spider bite. It's been happening slowly, but every time you've tapped into your powers you've been unknowingly advancing a transformation. And now, recently, it's begun to accelerate at an alarming rate! If this keeps up, if you continue to be Spider Mare and swing from webs, you'll cease to be a pony. You will become completely spider like!"

The captive pink party pony promptly gasped in shock! "No way! How can that be when I've been Spider Mare for so many years already?! Are you sure you didn't misinterpret the data or something, Twilight?"

Twilight could only shake her head and somberly reply. "I'm sorry. I wish I had better news for you, Pinkie. But the facts don't lie. I checked and re-checked and re-re-checked the results of every test I ran on your DNA. I couldn't believe it myself when I discovered this development, but even going back for a second opinion and then a third only confirmed it. Being Spider Mare has put you at risk of a genetic mutation! If that happens, there'll be no way to change you back. No magic spell could undo what you'll become," Her lips quivered. "And I'm afraid there's nothing I can do to stop it."

"So that's it?" Pinkie snorted and grumbled. "I'm to just throw in the towel and give up being Spider Mare all together just because of my DNA?! Twilight, you know I can't do that! You know why I'm Spider Mare! I don't do it because I like being a hero or because I think it's fun, I do it to make a difference! To stop the evils that others can't fight or won't be able to fight!"

Yet Twilight could only sigh as she began to frown. "But what good will you be doing to anyone if you go out there and let yourself become a mare-spider monstrosity?! After seeing what happened to Starlight, how could you risk exposing Equestria to another genetically altered nightmare?! Please, Pinkie! I'm saying this for your own sake as well as everypony else's! You had a good run, but it's time to stop. Let others fight the fights on your behalf now. You can still support them in your way, you just can't do it as Spider Mare."

"Twilight, please!" Pinkie pleaded at the top of her lungs! "This isn't about me! No matter what may happen, being Spider Mare means that I have to put others before myself. That's one thing that'll never change."

The alicorn only retorted. "Well it'll have to change now, like it or not. I took the liberty of removing your web shooters and all your gadgets, just in case you thought to try something drastic."

Cheese Sandwich then pleaded. "Pinkie, I'm with Twilight on this one. I know how much being Spider Mare means to you, I know you feel like it's your responsibility to be the hero and try to save everypony. But you're not invincible, you can't save everypony even if you try. Your own needs are important too," He went on to say. "Besides, this may only be a temporary retirement. We have Starlight back, and you can't forget about Commander Tempest and her whole secret agency. We have options. Somepony or some other creature may be able to find a way to fix your condition."

"And how long will it take to find that fix?" Pinkie demanded, swishing her tail. "I'm sorry, Cheese, and I'm sorry, Twilight. But I refuse to sit on the sidelines! Spider Mare is far too important to be kept out of the action just because of what's happening to me! If others get hurt or worse because I wasn't there, I'll never be able to live with myself. You may think it's crazy and stupid, but it's how I live my life!" Looking to Twilight she insisted. "Now let me out of this cage you've locked me in! I'm taking back my tools, don't bother trying to stop me!"

Just after Pinkie Pie had finished her little tirade, there came a knock at the door. All eyes turned to look as a familiar Manehattan accented voice called. "Sorry. Is this a bad time?"

"Officer Copper Top!" Pinkie and Cheese collectively gasped! If she was showing up at the castle, it couldn't be to bring good news.

Hesitantly, the pair of party ponies looked towards Twilight. Twilight in turn called back. "What is it, Officer Copper Top? Is it important?"

Officer Copper Top's voice replied. "I'm afraid it is. And it's for Pinkie Pie. My instructions were to deliver this to her ASAP. Fair warning, she won't like what it is."

"Can you just slide it under the door or something?" Twilight insisted. "Pinkie's in no shape to be seeing visitors right now, but I'll make sure she gets whatever the message is supposed to be."

A second later, a small and innocent looking envelope was slid underneath the door. Officer Copper Top then called. "Pinkie Pie, my apologies and condolences in advance for being the bearer of such bad news. Alas, I'm afraid this sometimes comes with the job." And then the sound of hoofsteps fading away could be heard.

Twilight promptly ripped open the envelope and showed it to Pinkie as her eyes went wide!

Inside the envelope was a letter that read as follows:

Dear Pinkie Pie,

We have taken your Aunt Suzanne. She is now our prisoner.

If you ever want to see her again, let alone alive, you'd better make sure to pass word along to Spider Mare. We want to see her back in Manehattan, tonight, at the Statue of Freedom!

If she fails to show, we cannot guarantee your aunt's safety. In fact, it would be highly likely that she would suffer an unfortunate 'accident' as it were.

Signed,

The Chameleon and a friend

Upon seeing the letter and reading it through, Pinkie Pie became seized with a righteous fury and indignation! She wanted nothing more than to leap up, but in her current quarters she knew she couldn't do so. Still, she firmly and in no uncertain terms demanded of Twilight! "You have to let me out! I have to save Aunt Suzanne!"

"Pinkie..." Twilight began.

The pink party pony promptly cut her friend off as she retorted. "-Twilight, do you remember the time my sister Maud saved me from being crushed by a rock slide?"

The young alicorn nodded somewhat hesitantly. "Yes, but I fail to see what that has to do with anything."

"Maud was under pressure from me to bond with you," Pinkie reminded her friend. "And with the rest of our friends too. She really didn't want to be there when I told you all I had something that would bring us all together as bestest friends. Yet in that moment, when my life was in danger, all that mattered to her was making sure I was okay. She was willing to put her own needs aside to save me. Now I have to do the same!"

Cheese Sandwich wasn't so convinced. "Honey, are you sure this is wise? I know Aunt Suzanne means a lot to you, but you heard what Twilight has said. You can't risk yourself, even if it's for a good cause."

All Pinkie had to say in response to her husband was. "What I can't risk is letting any harm come to Aunt Suzanne because of me! Spider Mare's needed now more than ever! And I'm going to put myself out there regardless of what you or anypony else says!"

Sighing deeply, Twilight reluctantly pressed a button on the tube and the top opened up. She watched as Pinkie stepped out very slowly, pulling her mask down in the process. "For the record, I think this is a very bad idea. You're in very real danger of undergoing a mutation if you use even just a tiny bit of your powers."

Spider Mare simply grabbed her web shooters and all her equipment, making sure everything was where it should be. "Come on, Cheese," She called to her partner in crime fighting. "Get suited up, and make it quick. Looks like we're going back to Manehattan to settle a score."

Author's Note

Inspiration for this plot point is drawn from the second season of Spider-Man The Animated Series, which introduced the idea of one major story arc person season. In that season, Spider-Man is danger of turning into a man spider, and using his powers risks triggering the transformation. But he still insists on putting himself out there, because that's how he operates.

Illusions

Even for Spider Mare, it was quite a long trek to go all the way from Ponyville out to Manehattan's harbor. But with Aunt Suzanne in danger, the wall crawler wasn't going to let anything stop her. Regardless of the dangers that she now knew came with using her powers, she was that determined to rescue Aunt Suzanne.

Sure enough, as night fell Spider Mare reached her destination. Strangely enough, the Statue of Freedom's torch seemed to be all a glow. And it was a strange and mysterious green glow at that. But she couldn't dwell on it for long, more pressing matters currently occupied her attention.

"Ah, Spider Mare," The Chameleon greeted with a cold hiss. "I see you got my message. Good, I did so want you to be here. I'm going to enjoy crushing you, figuratively and literally."

Spider Mare snorted as she stared down The Chameleon and grit her teeth. "I'm only gonna say this once, Chameleon. You let Pinkie's Aunt Suzanne go, or else!"

The Chameleon only laughed. "You think your threats scare me? If you want that old mare back, you'll have to fight me first. You can have her back if you beat me, but we both know that's not going to happen."

Black Cat landed next to Spider Mare at that very moment and smiled. "Did you forget what happened last time? Spider Mare and I wiped the floor with you. It's just you against us, you can't win. So I suggest you surrender, unless you want another beating!"

But The Chameleon just grinned. "It seems you forgot about a certain part of my letter. You don't really think I came here all alone, did you?" He then gave a whistle. "That's your cue, lady! Our guests have arrived, come on out here and say hello!"

Mere seconds after the changeling had spoken those words, a sharp shriek split the air! From above emerged a figure the likes of which Spider Mare and Black Cat had never seen before! A dark silhouette swooped down and flew right past both superheroes in the blink of an eye! Then it circled back around, landing right next to The Chameleon. "Greetings, do-gooders." An earth pony mare of medium build and with a pinkish-purple coat greeted. Her grayish-brown eyes looked cold and calculating, her stiff grayish-violet hung limp against her sides. And her cutie mark of three buttons (one purple, one yellow and one blue) was easily visible.

What caught Spider Mare's attention the most, however, was that this earth pony mare appeared to have undergone a startling transformation of sorts! Attached to either side of her body were long, black wings. On her snout was a huge bird beak a dull yellowish brown in color. It seemed like she had sharp talons sticking out of her hooves. In short, she looked more bird-like than pony-like. "Who in the wide world of Equestria are you?!" Spider Mare gasped! "And what have you done to yourself?!"

The bird-like mare gave off a wicked and haughty laugh. "Just a little something courtesy of The Big Man himself. I have been reborn! I'm no longer who I once was, feeble Suri Polomare, a down on her luck pony nopony trusted. Now I'm The Vulture, a bird of prey! And my prey is you, Spider Mare! After all, birds just love to feed on bugs!"

The Chameleon smirked. "The boss decided I needed some help. So he recruited a very eager volunteer to undergo a bit of a mutation. And thanks to The Vulture, I'm free once again! Once we take down you and your partner, Spider Mare, there's nothing to stop us from taking over Manehattan! And after Manehattan, we'll conquer the rest of Equestria! And then the world!"

The web slinger rolled her eyes. "I see time in jail didn't do anything to shrink that big head of yours," She put her hooves together. "But it doesn't matter that you've got yourself a friend! If you seriously think you're going to win just because your boss broke you out of jail, you've got another thing coming."

"Enough talk!" The Vulture sharply rapped. "Just try to clip my wings, Spider Mare! Like I said, I'm a vulture! And a rather aggressive one at that! Hope you aren't afraid of heights!" She proceeded to flap her wings, taking to the sky before once again swooping down with another flap of her wings.

Spider Mare barely managed to duck out of the way of The Vulture's flight path, surprised at how fast this bird/pony hybrid truly was. And to make matters worse, The Vulture was good at staying just out of range of any possible web attacks. It wasn't going to be easy to defeat her.

"That's right, Spider Mare," The Vulture taunted with glee. "As long as I rule the sky, you can't touch me! But I can keep wearing you down, until finally you slow down enough for you to be mine!"

"You shouldn't be flying at your age, birdbrain," The web slinger taunted back as she wrapped her fists in webbing and then tapped a button on her chest, activating her spider glider. "You'll hurt yourself. Ponies like you should leave flying to the pegasi."

"Don't worry about just her, Spider Mare," The Chameleon laughed as he changed shape, transforming once again into the monster spider. "Don't forget, you still have to deal with me as well."

Black Cat responded by jumping up, pointing his baton as he swung towards the transformed super villain. "And that goes double for me, Chameleon. I won't let you hurt, Spider Mare! If you want her, you'll have to get through me first!"

Spider Mare nodded and smiled. "Good thinking, Black Cat. Divide and conquer. I'll join you as soon as I ground The Vulture." She then shot off a stream of webbing, watching it hit the torch part of the statue. Quickly, she swung on it and took to the air!

The Chameleon wasn't bothered by this development, he just swatted Black Cat aside with ease. "Your claws won't scratch me, kitty cat! Spider Mare won't be here to save you this time."

"Don't need her help," Black Cat replied even as he groaned a bit from pain. "I can handle you just fine by myself. Spider Mare and I are a team, we can work just as well apart as we can together. And when we're done, you and your new friend will wish you'd never kidnapped that innocent mare!"

The Chameleon just laughed, shooting out of a stream of webbing towards Black Cat. "Promises, promises." He briefly looked back to Spider Mare, seeing her heading towards the torch in order to confront The Vulture. "Good. Everything's going according to plan." He thought with a grin, knowing that the web slinger was heading into a trap.

An unsuspecting Spider Mare soon reached the tip of the torch, looking all around for any sign of The Vulture. "Where are you, Vulture?!" She cried out! "Come and face me, unless you're afraid!"

The Vulture roared as she swooped down suddenly! "I'm not afraid, Spider Mare! But are you?" She promptly grabbed something in her talons, then carried it up before dropping it. "Let's find out!"

Spider Mare quickly shot out a stream of webbing to catch the object that The Vulture had dropped. She then brought it closer for an inspection. It appeared to be some kind of green orb, one that was pulsing and glowing. "Hey, what's this?" She pondered aloud. Were orbs like these responsible for giving the torch that glow she'd seen earlier? Well, before she could think of anything else, there was a sudden and blinding flash!

The Vulture threw back her head and laughed with triumph! "Hey, Chameleon!" She shouted down from above! "Spider Mare's taken the bait! She's fallen right into our trap, just like you said she would!"

"'Trap'?!" Black Cat gasped as he leaped up and kicked Chameleon in the back of the head, hoping to bring him down. "What are you talking about?!"

The Chameleon simply shrugged off the blow and used one of his arms to grab Black Cat, pulling him close. "There's no harm in telling you, there's nothing you'll be able to do about it," He happily boasted. "Spider Mare's about to enter a whole new world! A world that she'll have no control over! A world where she'll be at our mercy! And if we're lucky, she just might destroy herself!"

Black Cat struggled to break free even while he defiantly roared! "NO! If anything happens to her I'll make you both rue the day!"

The Chameleon only coldly replied. "Forget about her. You should be worried about yourself. With Spider Mare out of the way, there's nothing to stop us from coming after you and destroying you."

Meanwhile, Spider Mare slowly lifted her head (which now felt much heavier all of a sudden) as her eyes began to adjust to her new surroundings. "Ugh," She groaned in a groggy tone of voice. "Where am I now? What is this place?"

An ominous, echoey tone of voice that sounded awfully familiar taunted. "You're not in your world anymore, Spider Mare. You're in our world now, a prisoner of a world the two of us have created. You'll see what we want you to see."

"What hidden terrors haunt every corner of your mind?" Another voice pondered, sounding a lot like The Vulture. "What is reality, and what is illusion? Can you tell the difference? I'll bet you can't, nopony's ever been able to outsmart these orbs of confusion before. They utilize the most powerful magic known to pony kind."

"Really? It's come to this, has it?" Spider Mare snorted as she stood up. "Trying to make me lose my mind? Well, you won't succeed! I'll fight you guys in any reality!"

But the first voice just replied. "Whoever said it was us you'd be fighting?"

Before the wall crawler had a chance to say anything further, she suddenly felt something brush past her! And then, what should her eyes happen to see but a very familiar looking red coated, black mane and tailed unicorn stallion with locks tall and stiff? His cutie mark depicted a glimmering jewel. And when the stallion's blood red eyes happened to see Spider Mare, he immediately became alarmed! "You!" He gasped and ran off! "Get away from me, monster!"

Spider Mare let out a gasp as she saw the stallion keep on running, herself being more or less pulled along for the ride as though she were in a trance! It was the robber who'd killed her Uncle Al, the robber she'd allowed to escape all those years ago. What was he doing here? Now?

Suddenly, the web slinger's thoughts were interrupted as she found herself facing down a location she hadn't seen in years! It was a warehouse on Manehattan's waterfront, one with a number instantly recognizable to her: 76. The same warehouse she'd once battled The Mane-Iac beneath.

This time, however, the warehouse appeared to be surrounded by royal guards. And Shining Armor could be heard barking out orders to them. "Secure the perimeter, men! Nopony make a move unless I say so! He's coming out of there one way or another, and when he does we'll be ready for them!"

But a voice suddenly rang out from inside the warehouse. "You'll never take me alive, you overgrown colt scouts! I've got hostages! If anypony comes near me, a hostage gets fried! Do you hear me?!"

"Name your price, stallion!" Shining Armor demanded! "Release those hostages and we promise you will not be harmed!"

"Never! I'm never giving myself over to the likes of you!" The stallion roared back! "And you can tell that to her majesty! Not even Celestia herself is gonna make me stand down!"

In a matter of what seemed like seconds, Spider Mare found herself inside of the warehouse proper. Sure enough, she could see several ponies from all three different species. All of them were tied down nice and tight, and their eyes were covered by blindfolds. The pegasi had their wings tightly tied, and unicorns had special inhibitor rings placed on them to prevent them from using any sort of magic spells.

Instinctively, the wall crawler moved towards the hostages since her first instincts were to rescue them and get them out of harm's way. But before she could get close, a sudden blast of electricity drew her attention!

"Well, what have we here? Looks like some pesky do-gooder sticking her nose where it don't belong," Said a voice, its owner soon revealing itself as a pony clad in a yellow face mask with matching sleeves for the arms and legs, with two metal gloves and a red jacket. His face mask had goggles and what looked like wire nets. "How fortunate... for me, that is."

"Shocker?!" Spider Mare gasped in disbelief!

"First time anypony's ever called me, but I like it: Shocker it is!" Shocker laughed in agreement, before shooting off another burst of electricity from his gloves, this one triggering a small explosion in some nearby crates. Soon, smoke filled the air as flames began to appear. "You here for the hostages, the big boss, or me?"

The web slinger groaned. "I don't have time for this!" She swung up towards the ceiling, soon spotting what appeared to be some kind of room on the second floor that was surrounded by windows. Quickly, she swung towards it and shattered one of the windows! "Ah-ha, here we go!" She pressed a button on a nearby panel that caught her eye.

Overhead sprinklers started to activate, pouring water onto the ground below. But then, suddenly, they stopped and reduced to just a trickle.

The wall crawling superhero had to resist the urge to groan. "Gotta find the leak in the pipes and fix it before this whole place blows!" She quickly swung back out through the broken window, looking all around until suddenly she saw a pipe off in a corner that looked like it was leaking water.

Shocker was quick to see what Spider Mare was doing, and fired off a burst of electricity. "Get back here, wall crawler! I haven't even begun to punish you, yet! Boss made it clear no one was to come in here but himself, the hostages and me. Now I gotta make an example out of ya."

Spider Mare replied by turning a knob on one of her gloves, then shooting off a small burst of webbing. "I don't have time to play games with you, Shocker!" She coldly replied. "Maybe this will teach you that electricity is not a toy." She then rushed to the pipe even as she heard the sound of Shocker screaming as his suit was overloaded via an electrical surge.

"My gloves! My suit! My powers! All gone!" Shocker groaned. "You're gonna pay for that, you pest!"

But Spider Mare ignored the remark, using her webbing to fix the pipe and restart the overhead sprinklers. She breathed a sigh of relief once they were fully activated and the fire had been put out. Then she turned her attention back to Shocker, pulling him close with her webbing. "Tell me where your boss is, unless you wanna see what it feels like to dangle upside down without the ability to pull yourself back up! Trust me, it ain't pretty."

A powerless Shocker whimpered. "Alright, alright! I'll tell you, just don't hurt me!" He pointed a hoof. "He's in the back of this warehouse, probably trying to plan his escape or something. He just needed me for extra muscle."

The web slinger quickly used her webbing to bind Shocker to the ground. "That wasn't so difficult, was it? Now you can just wait here while I take care of business. Don't worry, I hear Tartarus is lovely this time of year." Then she followed Shocker's instructions, quickly making her way to the back of the warehouse where she kicked down a door.

The red coated unicorn stallion gasped anew! "NO! Not you again!"

Spider Mare nodded and then said in an ominous tone of voice. "That's right, it's me, your worst nightmare. There's no escape for you now," She quickly rushed forward, shooting off a ball of her webbing to knock the stallion back. "You're gonna pay for what you've done!" While the stallion was still dazed, she picked him up. "I shouldn't have let you get away from me all those years ago! I'm gonna do what I should've done years ago!"

"No! Please! No!" The stallion desperately pleaded as he soon found himself all but dangling out of a window above the waterfront! "Look! We... we can make a deal! Whatever you want, it's yours! I'll go away forever! I'll do whatever you ask! I can pay you beyond your wildest imagination!"

"Do I look like the kind of pony who'd take a bribe from you?!" The wall crawler hissed as she loosened her grip. "It's all over for you!"

The stallion whimpered. "Please! Have mercy!"

Spider Mare could only shake her head. "I'll show you the same mercy you showed Uncle Al!" Her grip loosened further, ready to drop the stallion and be done with it. But then, in the back of her head a voice cried out. "No! It can't end like this! It won't bring Uncle Al back!"

Another voice insisted. "This isn't about Uncle Al! This is about doing what's right! This scumbag will just keep doing what he's doing if he's not stopped! He can't be allowed to live."

"This isn't how we do things!" The first voice insisted. "This is not being responsible."

"And since when did we care so much about responsibility?" The other voice coldly retorted. "Look where it's gotten us!"

The first voice just replied. "It's what separates us from the criminals and villains we take down. Let's not destroy our reputation now." And just like that, any urge Spider Mare might have had to get revenge faded.

"I remember now," Spider Mare said to herself. "I'm not a disgrace! I can't change the past, but I can change the future!" She stood up and looked up towards the sky. "I won't let anything stop me from doing what's right! That's who I am! Who I choose to be!"

Just like that, the entire illusion crumbled and shattered as another blinding flash enveloped the wall crawler. When it had faded, she looked down and saw both The Chameleon and The Vulture encircling a captive Black Cat! "Black Cat!" She cried in dismay! Quickly, she prepared to shoot out more webbing and activate her spider glider again.

But then, suddenly, the web slinger froze. No webbing would come out. "Huh?" She blinked in confusion and concern. Before she had a chance to react, she suddenly felt a sharp pain in the back of her head! She collapsed to the ground as she screamed!

Black Cat looked up, saw this, and immediately became alarmed! "No! Not now!" Frantically, he broke free of the ropes that held him captive, pushed past both supervillains and swung up towards his partner! "Honey! Honey, are you okay?!" He frantically asked as his tone of voice conveyed just how worried he was!

"No!" Spider Mare weakly replied as she panted. "Get away from me! I... I can't..." But her sentence was cut off before she could finish it as suddenly, she underwent a startling transformation! In a matter of seconds, her entire body morphed into that of a giant spider and her costume became torn in many places! When it was all done, she stood up and let out a ferocious roar!

Black Cat jumped back! "What?! Oh no!" It was just as Twilight had warned, Pinkie Pie had mutated into a monster spider! Black Cat could only hang his head as he lamented. "Why, Pinkie? Why didn't you listen to Twilight?"

Author's Note

This is what the battle with Chameleon was foreshadowing all those chapters ago. Don't worry, Pinkie Pie's not going to stay mutated forever.

I decided to include The Vulture here because The Vulture is in fact the very first original villain created for Spider Man, appearing very early into the original Amazing Spider-Man comics run.

The bulk of this chapter is based loosely on the Spider-Man 2 movie video game in 2004, both the console/PC version and the PSP version.

Mutant Monstrosity!

By now, all eyes both good and evil were drawn to a figure that commanded attention. Where Spider Mare had stood but a moment or two before, now stood a creature that made even the bravest of hearts tremble with fear. A gigantic cross between a pony and a spider, and without the ability to speak in anything other than grunts, growls and shrieks. A mare spider monster!

Quickly, the mare spider made a move. It leaped down from atop the Statue of Freedom and stood before The Chameleon and The Vulture as it roared in their faces!

The Vulture gulped and swallowed hard, turning to The Chameleon! "This wasn't part of the plan! You never told Spider Mare could turn into... that!"

The Chameleon could only reply. "I didn't know either! Clearly, Spider Mare is full of surprises."

Meanwhile, Black Cat was looking on in disbelief. "How am I supposed to stop that thing?" He thought to himself as he briefly looked to himself. Hesitantly, he thought. "Can I stop it?" After all, somewhere deep within the monster was the love of his life (at least, he hoped so. The alternative was something he couldn't bring himself to think about).

"Well, it's been fun but we've gotta run," The Chameleon insisted as he looked to Black Cat. "Sorry to leave you like this. But, better you than us."

Frantically, Black Cat called out as he tried to give chase! "Wait! Come back! You've gotta release that pony you took prisoner!"

"Fat chance!" The Vulture coldly hissed as she grabbed hold of The Chameleon and began to flap her wings repeatedly. "We'll hold onto her as an insurance policy. I'm sure the big man will find a good use for her."

Yet before either supervillain could get very far, the monster spider suddenly and unexpectedly swung one of her massive arms around! It quickly swiped The Vulture and The Chameleon in mid air, then promptly flung them as far and as hard as it could!

Screaming at the top of their lungs, the two villains were flung far over the horizon towards the Manehattan city skyline! It seemed they wouldn't be posing a threat to anyone anytime soon.

Indeed, the two supervillains ended up crashing into a dumpster in one of Manehattan's alleys. The Vulture landing on top of The Chameleon before the dumpster lid slammed shut and trapped them both. "Let us out!" They cried at the top of their lungs, hoping to be overheard. And their pleas for help would soon be answered, by the Manehattan police department (whose officers were all too thrilled to arrest The Chameleon and his accomplice).

Black Cat was unable to see any of this. All he saw was The Chameleon and The Vulture disappear in the blink of an eye. And then the mare spider turned its full attention to him. "Uh-oh!" He forced back a gulp and took a few steps backward. "Pinkie!" He tried to plea. "If you can hear me, you've got to stop this! Fight it off! Don't let yourself be controlled!"

The monster spider stopped for a brief moment, staring at Black Cat as though something about him was vaguely familiar.

Hopefully, Black Cat asked. "Pinkie?"

Alas, the moment faded all too soon. And any hesitation that the monster spider might have had also faded. It brought down another one of its arms, proceeding to do the same thing to Black Cat that it had done to The Vulture and The Chameleon!

Although he wasn't being flung as high into the air, Black Cat knew the inevitable impact would still hurt like crazy. And in his case, all he could see approaching him was the uninviting, murky darkness of the Manehattan coastline. He braced himself as best he could, the stallion anticipating a watery plunge.

Yet suddenly, just as Black Cat had shut his eyes and prepared for the worst, he felt himself being snatched up in midair as a voice he didn't recognize called out. "Gotcha! Score one for the g gal!"

The stallion opened his eyes, seeing a sight he had never seen before! He was now within the grasp of some sort of griffon creature, the beak and claws were a dead giveaway. But this griffon seemed to have bright green (almost a sickly shade in fact) feathers, except for a small patch of light purple on the tip of its head. And its eyes seemed to be hidden behind a bright yellow glow, almost as if it were wearing some kind of mask. Beneath the griffon was a hi-tech hovering device that could best be described as a glider.

Why did all of that sound vaguely familiar?

Well, Black Cat didn't have long to dwell on it as he was carried up to the tip of the torch of the Statue of Freedom. Then and only then was he set carefully down by this griffon savior. Then he watched as the griffon disembarked from its glider and stepped down right next to him. "Uh, thank you for the save, whoever you are," He blinked slowly. "Do I know you from somewhere? I feel like I've seen you before somewhere, although I can't quite put my hoof on it."

The masked griffon promptly identified itself. "The name's Gilda. But you can call me The Green Griffon," She promptly rolled her eyes. "Ugh, that is so lame!"

Upon hearing the words "Green Griffon" Black Cat jumped back and brandished his baton, ready for action! "You!" He snarled! "Can't believe you'd show up now! I've got enough problems as it is without having to deal with you! Give me one good reason why I shouldn't tie you up with my webs this instant!"

The Green Griffon was quick to defend herself. "Take it easy, dweeb. I'm on your side. I'm not here to destroy you, or Spider Mare for that matter."

"You expect me to believe that after what you did to Pokey Pierce?!" Black Cat questioned!

"Look, I know what you're thinking. But I'm not the same Green Griffon who once terrorized Equestria," The Green Griffon explained in what sounded like a sincere and innocent tone of voice. "Can't believe you don't know yet. The Green Griffon who shares my name was a clone. The real me never did any of those horrible things you must've heard about from Spider Mare. I'm a new and improved Green Griffon, a Green Griffon 2.0 you might say."

Black Cat was still far from convinced. "Then why do you look just like her? Why dress up like her instead of creating your own costume or something?"

The Green Griffon retorted. "Hey, I'm not great with costumes! All I know is, I found all this stuff in The Abysmal Abyss one day. Looks like my clone crashed there at some point. And nothing that ever goes into that abyss comes out alive, or so I've been told. Figured the least I could do was put all of her stuff to good use and start clearing my name."

"But why come all the way out here?" Black Cat questioned.

The Green Griffon had to resist the urge to roll her eyes. "Duh. Out here was where my impostor and good for nothing clone committed her greatest atrocity, killing that Pokey Pierce pony that Pinkie Pie was so in love with. Figured Manehattan was as good a place as any to start making a name for myself," She then shot off a question of her own. "Now, you mind telling me just what in the heck that thing is supposed to be?!" And the griffon gestured a claw to the monster spider that was now thrashing about the harbor, stirring up waves and causing frightened ponies on the shoreline to run and scream!

Black Cat let out an unhappy sigh. "That's Spider Mare. Or at least, that was Spider Mare. But now," His lips quivered and trembled. "Now, the love of my life is nothing but a mutated nightmare! A radioactive monster bent on destruction!" He then lamented. "I knew something like this would happen. Why didn't Pinkie listen when I pleaded with her not to go?"

"Wait? Pinkie? As in Pinkie Pie? That pony dweeb who came to Griffonstone with Rainbow Dash?" The Green Griffon all but gasped! "You gotta be joshing me, pal! I know what Pinkie Pie looks like, and she doesn't look anything like that."

"I'm telling you, that's who she is. Or at least, who she was," Black Cat unhappily remarked. "I have to change her back somehow! I can't let it end like this!"

The Green Griffon gulped. "How do you even propose getting close to that thing, let alone stopping it? Assuming it is Pinkie Pie, she's out of control! She'll squash you like a bug or swat you like a fly before you get close! And even if you could, what good would that do you?!"

Black Cat responded by producing a small vial, and a device that looked like a cross between a tube and a scanner that seemed like you could inject something into a vein by using it. "You must understand, Pinkie wasn't completely foolish. Even she was aware that this could happen. She had a plan. Not much of a plan, but a plan nevertheless."

Black Cat's mind began to recall a conversation he'd had with Spider Mare while the two were enroute to Manehattan not too long ago.

"Listen, Cheese," Spider Mare spoke up in an unusually serious tone of voice, even considering the circumstances she was in. "I know you're worried about what Twilight said. About what I could become."

Black Cat called back. "Please, Pinkie, reconsider this. You don't have to risk yourself for your Aunt Suzanne."

Spider Mare just shook her head. "My decision has been made. Regardless of what Twilight says, I have to do this! Aunt Suzanne is counting on me, and I vowed long ago to put others before myself no matter the cost," Then she added. "But, I decided that it wouldn't hurt to be prepared in case the worst does happen." She promptly launched a small ball of webbing towards her partner.

Black Cat caught the ball and opened it, surprised to see a vial containing a clear blue liquid, and the injector device recovered from Starlight's wrecked lab. "Pinkie! Did you take those things from Twilight and Starlight?!"

"'Borrowed' is the term you're looking for," Spider Mare pointed out. "And I want you to keep them somewhere safe. If I do end up turning into a monster spider like Twilight says, I want you to use these to cure me. Or at least try to. And if it does come to that, don't hesitate! Do whatever it takes to stop me!"

The memory ended just as quickly as it had been recalled, and Black Cat was now eyeing the rampaging mare spider as it continued to attack anything and everything in its sight. All the while it was slowly but surely making its way towards Manehattan proper. If she wasn't stopped soon, who knew if anything or anyone would truly be able to stop her?

"Okay, so the dweeb had a plan in case she went all berserk and started attacking the city," The Green Griffon remarked. "Guess she's smarter than I thought. Seems like she's always a step ahead of everyone, even herself," But she saw fit to ask. "So, how are you supposed to cure her without her catching onto you?"

Black Cat turned to The Green Griffon's glider. "Well, I guess you'll have to carry me there. Just get me close enough so I can inject this serum into a vein. The rest is up to fate." He promptly inserted the vial into the injector device and clutched it tightly in his hooves.

The Green Griffon gulped! "Are you crazy?! She'll crush us both!"

"Not if you create a distraction," Black Cat proposed. "You still got those pumpkin bombs?"

The Green Griffon nodded. "Yeah. Figured it couldn't hurt to have them in case of an emergency. Besides, they make good fireworks."

"Then fireworks is exactly what Spider Mare and Manehattan are gonna see!" Black Cat vowed! "Toss those bombs when we get close, and while she's distracted I'll jump down and make the injection. We won't get another shot at this, so we can't afford to miss!"

"It's way too risky!" The Green Griffon protested.

Black Cat only narrowed his eyes and remarked. "Unless you've got a better plan, I suggest you stop grumbling and start helping me."

Reluctantly, The Green Griffon relented with a sigh. "Fine, but it's your funeral. Don't say I didn't warn you."

Author's Note

The real Gilda becoming The Green Griffon is based on the fact that in most continuities, Harry Osborn becomes The Green Goblin after his father's death. And while initially antagonistic towards Spider Man and Peter Parker, Harry usually ends turning to the side of good and becomes an ally to Spider Man.

Cured?

Black Cat took a deep breath. He couldn't believe he was about to do this. Spider Mare wasn't just Spider Mare, she was his partner in crime fighting and of course his wife. Never in his wildest of wild dreams would he have ever imagined going up against her in any state, let alone when she was currently transformed into a mare spider that was now threatening to lay waste to most of (if not all of) Manehattan.

But that was precisely why he was doing what he was doing. He had the only way to turn Spider Mare back to who she would be (at least, he hoped so. The alternative was something he didn't want to think about). And now all he had to do was get close enough to her to inject the serum. With a little help from the new Green Griffon of course. Funny how the world worked sometimes.

"All right, are we ready?" Black Cat asked The Green Griffon as he steeled his nerves in preparation for the task that was to unfold.

The Green Griffon gulped hard as she hopped onto her glider. "As ready as we'll ever be, I guess. For the record, I still say this is crazy. We're going to die!"

"Just get me close to Spider Mare," Black Cat replied. "I'll do the rest." And with that, he stood at the ready and waited for The Green Griffon to pick him up. As he did so, he couldn't help but think. "Just hang on, Pinkie. The Green Griffon and I are gonna save you. Or die trying."

Soon, The Green Griffon had swung around and grabbed ahold of Black Cat. In a matter of seconds they took to the air, heading straight for the rampaging monster spider that was currently unaware of their presence.

However, The Green Griffon's glider seemed to strain under the weight. And The Green Griffon herself didn't seem to be doing much better.

Black Cat shouted in concern! "Hey, what do you think you're doing?!"

Even as she strained, The Green Griffon shouted back! "You try carrying a full grown pony in your claws! You're not exactly a paperweight, you know! I'm trying my best!"

"Just hold on for a little longer! We're almost there!" Black Cat pleaded as he locked eyes with his target. Just a few more seconds and he was confident he could make a clear shot.

Yet it was at that very moment that the rampaging monster spider seemed to become aware of the approaching duo. It turned around and let out a guttural roar that split the air!

The Green Griffon let out a gasp as she swerved, her glider straining to deliver maximum thrust! "She's onto us!"

Black Cat could only reply. "I know that! But we're so close! We can't turn back now! Just a little bit closer!"

They wouldn't get the chance to do so, however. The monster spider swung one of its arms around, striking them head on!

The Green Griffon felt her grip loosen as her glider spun out of control! "You're on your own now!" She shouted at Black Cat as she fought desperately to keep her glider from crashing!

As for Black Cat, he expected to fall until he hit the water below. But he never did. Instead, he was snatched up within the mare spider's huge arms and brought close to her face. "Spider Mare!" He desperately pleaded as he looked into the monster's eyes. "I know you're still in there, somewhere! You gotta fight back! This isn't you! You don't wanna hurt me!"

The plea seemed to fall on deaf ears as the monster spider roared again and licked its chops. It seemed ready to eat, and Black Cat would be its first meal.

Yet as it pulled Black Cat close, the mare spider seemed to inexplicably hesitate. Looking into its eyes, it was possible to detect the faintest hint of uncertainty, as if it suddenly realized what it had in its possession.

"Yes, that's right," Black Cat nodded, speaking in a way that made it seem like he knew what the monster was trying to say. Then, he picked up the injector device and brought it close. "This will only hurt for a moment, I promise." He shot the serum into one of the monster's exposed arms!

The monster screamed and howled at the top of its lungs! It dropped Black Cat as it seemed to wince in pain, struggling and straining with all its might!

That seemed like a positive sign as far as Black Cat was concerned! The serum was working!

Sure enough, after several minutes worth of thrashing about and screaming and hollering, the monster spider was no more! The transformation was undone, and Spider Mare returned to normal. She had been cured!

Black Cat quickly shot out some webbing from his baton in order to pull Spider Mare safely to him. Then he brought her back to the base of the Statue of Freedom for a closer inspection.

By now, The Green Griffon had miraculously managed to regain control of her glider. She brought it over to Black Cat's location and set it down, before jumping off it. Spider Mare hadn't moved at all since the transformation had been undone. Hesitantly, The Green Griffon asked the first question that came to her mind. "Is she...?"

"No," Black Cat replied with a shake of his head as he brought a hoof towards Spider Mare. "She's just sleeping. Transforming into the mare spider and back must've taken a lot out of her. But the nightmare is over, that mutant monstrosity is no more!"

The Green Griffon breathed a small sigh of relief upon hearing the news. "Good. At least I don't have that to worry about," She hopped back onto her glider. "Well, I should probably go before that dweeb wakes up and freaks out upon seeing me. Not a fan of explaining myself twice in one night," Before leaving, though, she pulled out one of her pumpkin bombs that she had forgotten to use. Hastily, she scribbled something on it and gave it to Black Cat. "Just give this to Spider Mare with my regards, or whatever."

"Will we ever see you again?" Black Cat pondered.

The Green Griffon shrugged her claws. "If you're lucky, probably not. Still, it was nice to work with you, for however brief it was." And then she departed as quickly as she had arrived, leaving Black Cat alone with Spider Mare.

Black Cat smiled as he gently nuzzled his sleeping wife. She looked so peaceful now. Free from worry, free from stress. He really liked her that way. He hadn't seen her this at peace since the night after their wedding, when she'd been so exhausted after all the intense planning that she'd only barely had enough strength left to carry him to their shared bedroom.

Just as Black Cat leaned in to plant a kiss on his slumbering wife's cheek, however, the peace and quiet of the night was suddenly and abruptly disturbed. He looked up, and thought he spotted something hovering up above him. He had a pretty good feeling what it was and what it would involve. It seemed S.M.I.L.E. and its head had a need for them.

Spider Mare opened her eyes very slowly. Her head felt heavy and kind of fuzzy. Everything was still a blur. She could only remember having felt something overtake her atop the Statue of Freedom, and everything after that was a blank.

"Ah, you're finally awake," A voice vaguely familiar to the wall crawler greeted. "About time."

Suddenly, standing before Spider Mare was a familiar looking unicorn mare with a dark orchid coat, and an eye patch over her left eye. Most noticeable of all, though, was the unicorn's lack of a horn and the scar across her exposed eye. At once, Spider Mare recalled that said mare was Commander Tempest Shadow of S.M.I.L.E.

Commander Tempest seemed to be smiling ever so slightly if the expression on her face was anything to go by. "There's no need to worry, Spider Mare. We already know everything. S.M.I.L.E. has had you on radar for quite some time."

The wall crawler couldn't help but remark. "If that's true, then where were you and those ponies under your command? You know, The Fantastic Four? Could've really used their help!"

"My apologies," Commander Tempest replied. "We would've come sooner, but unfortunately we were kept busy with our own little problem. It seems Venom figured out how to create more offspring besides just the Carnage symbiote. The Fantastic Four and I were kept busy tracking down every last one of those... creations across the galaxy. We only just managed to round up the last of 'em."

Spider Mare let out a sigh. "Guess I'm not the only one who's had symbiote trouble. Black Cat and I, we found a whole bunch of symbiotes being generated right here in Manehattan. Fortunately, we took care of them all," She then questioned. "Do you know anything about a pony who calls himself 'The Big Man'?"

At that Commander Tempest shook her head. "I'm afraid not. No such records exist of anypony calling themselves 'The Big Man'. I assure you, if there were we would know who that pony is. There's not a pony or other creature in existence with a criminal record that S.M.I.L.E. doesn't know about," She then changed the subject. "Now, wall crawler, the reason why I waited specifically for you to wake up is because I've got some good news..."

"'And some bad news'?" Spider Mare guessed, receiving a confirming nod in response. "That's what I was afraid of."

Commander Tempest merely nodded before explaining. "The good news is, that serum your husband shot at you worked like a charm. You are one hundred percent cured, you'll never have to worry about turning into the mare spider ever again," Then she lowered her head. "However, you're really not gonna like the bad news."

Spider Mare tried to brace herself for whatever it was she was about to hear. "Just tell it to me straight. Don't sugarcoat it."

With a long, drawn out and mournful sigh, the hornless unicorn confessed. "We were able to locate and extract your Aunt Suzanne from the bad guys' clutches. But, she's not doing too hot. For reasons we can't figure out, we're losing her."

Spider Mare's eyes widened in shock and disbelief! "What?! No! That can't be! She can't be dying! I can't lose her!"

The commander could only reply. "Trust me, I didn't like hearing the news either. Believe me, we've done all we can for her. Might just be that her time has come," She proceeded to a nearby panel and pressed a button. "We've got her down in the medical bay. You might wanna hurry up and get down there to say your goodbyes, don't know how much longer she'll be there," She sighed again. "I'm sorry. I wish I didn't have to break the news to you."

Immediately, Spider Mare jumped up from the holding cell she'd been in and ripped off her mask! Any concern for her secret identity had vanished! "Where's the medical bay?!" She frantically asked!

Tempest pointed a hoof. "Down the hall, to your left. It's the third door down. You can't miss it."

Pinkie Pie immediately rushed off in that direction! "Thanks!" Was all she had time to say.

Author's Note

Tempest and S.M.I.L.E. are from my previous Spider Mare fanfic, with Tempest occupying the role of Nick Fury and S.M.I.L.E. taking the place of S.H.I.E.L.D.

A Great Responsibility

Despite what she had been told, a frantic and desperate Pinkie Pie hoped beyond hope that Aunt Suzanne wasn't in as bad a condition as Commander Tempest had said.

Alas, when at last our hero reached the medical bay aboard the airship, her worst fears were realized. Laying on a table while numerous wires leading to various machines were attached to her, was an unmistakable earth pony mare with a snow white coat. Her blonde mane and tail hung limp against her sides, void of the life they had always shown. And through a set of yellow-trimmed glasses were a pair of rose colored eyes that looked as if all the color had gone out of them.

There was no denying it. This pony was indeed Aunt Suzanne, and she did not look well at all. The only sounds that could be heard were the sounds of labored breaths, and the beeping of machines. Around her mouth was a mask connected to a long tube, yet even that wasn't enough to keep the old mare from practically gasping for air with each breath that she inhaled.

It didn't seem fair, especially since there seemed to be no signs of physical trauma anywhere on Aunt Suzanne. She looked like she should be perfectly healthy. Yet here she was, all but knocking on death's door and waiting for death to answer.

Pinkie Pie didn't even care that she was still in her Spider Mare costume. At this point, all that mattered to her was seeing her Aunt Suzanne one last time. With her mane and tail going flat and her coat darkening fast, she approached the table and kneeled at her aunt's makeshift bedside. "Aunt Suzanne, I'm here!" She managed to speak even as her eyes welled up with tears.

"I know, Pinkie," Aunt Suzanne spoke in a raspy, wheezy tone of voice. "I'm sorry you have to see me like this."

"Please! You can't leave me!" Pinkie pleaded in vain! "I... I couldn't be there for you like I should've been. I couldn't save you when it mattered most."

Aunt Suzanne slowly brought up a hoof to console her grieving niece. "It's alright, you mustn't blame yourself. I've known all along that you were Spider Mare. I've known all along about your secret double life," Somehow, she was able to smile despite her condition. "And I couldn't be prouder of you if I tried. You've truly made a difference in Equestria, maybe even beyond."

Pinkie sniffled. "Maybe, but what good is it to have these powers if I can't even save you? Do I always have to hurt the ones I love the most?"

Aunt Suzanne simply continued to try to reassure her niece. "Child, there is nothing any of us can do to stop death. Young or old, rich or poor, death comes to us all eventually. My time has come, that's all there is to it. But I know I'll go on to a better place, be reunited with your Uncle Al. I'm sure he's just as proud of you, wherever he is now."

"But... but..." Pinkie Pie tried to find the words she wanted to say, but they wouldn't come out despite her best efforts.

Her smile growing brighter, Aunt Suzanne slowly lifted her hoof and brought it back to her. "It's okay. Mourn my passing if you must. But know that I don't blame you for any of this. This is how it must be. I've lived a good life, I have no regrets," Then she added. "No matter what, I will live on in your memories. And I hope you'll continue to be Spider Mare long after I'm gone. After all, it's like your Uncle Al always used to say: 'With great power, comes great responsibility.'"

With those words, Aunt Suzanne leaned back on her table and shut her eyes. She drew one last breath, and that was it. The sound of continuous beeping told just as well as the empty expression on her face that her life had come to an end. Aunt Suzanne had died.

Our grief stricken hero did the only thing she could think to do in this situation. She placed her head on her Aunt Suzanne's now lifeless body and began to sob openly, the tears flowing without end. Why did it have to be this way? Wasn't the hero supposed to save the day?

Pinkie wept so long and so loudly that she was unaware that she was being watched. But from the other side of the medical bay doors, Cheese Sandwich and Commander Tempest were observing the whole thing with somber and solemn expressions.

Cheese wanted nothing more than to rush into the medical bay to be with Pinkie Pie, to be a shoulder for her to cry if nothing else. But Tempest simply grabbed him by the hoof and shook her head. "There's nothing either of us can do," She whispered. "Best if we stay here until she's made her peace with this death and is ready to move on."

Pinkie emerged from the medical bay a short time later. Her eyes had red rings around them from her heavy crying, but the tears had finally stopped. She sniffled a bit as her mane and tail continued to stay flat, her coat color continued to be dark and dulled.

Commander Tempest bowed her head. "My condolences for your loss, Spider Mare. Rest assured, S.M.I.L.E. will cover all funeral expenses. After all, you are a part of the agency now."

"Really?" Pinkie asked as she pulled her mask back over her face. "I thought I turned you down the last time we met."

"You did, yes," Tempest slowly nodded. "But S.M.I.L.E. is expanding. You're not on our active list, but you are among the members we can call up if the situation requires it. Same goes for your partner, Black Cat. And that means you both have access to S.M.I.L.E. perks, within reason of course. All of this will be off the books, but the funeral itself can be public if you wish."

A few days later, a public funeral for the deceased Suzanne was indeed held in Ponyville. Ponies and non-ponies alike came from all over town to pay their respects to a beloved member of the community. Many wore black, but some opted not to and just came as they were. Heck, Pinkie's family including all of her sisters showed up for the funeral, even Maud (who had been away studying for her rocktorate).

Pinkie Pie managed to find the courage to step up to the podium and give a very moving eulogy of her Aunt Suzanne. And she did so all the while holding back the urge to cry and tear up. "My Aunt Suzanne was a truly amazing pony. She and my Uncle Al took me in out of the kindness of their hearts. If not for them, I might never have come here to Ponyville. And I can hardly imagine my life today if that had been the case."

Pausing briefly to gather her thoughts, Pinkie then continued. "Even after my Uncle Al died unexpectedly, my Aunt Suzanne kept on going. She even found a job working at a homeless shelter, making friends with everypony who came in there. She spent her time and her bits to help others get by. She always had time for that, to give back to the town and to the community," A sad smile formed on her face as she concluded. "Wherever my Aunt Suzanne is now, I just know she's looking down on me with a smile. And I'll strive to live by her example for as long as I live."

The gathered crowd of mourners couldn't help but burst into thunderous applause when Pinkie had concluded her eulogy. But Pinkie didn't acknowledge the applause as she made her way over to Cheese Sandwich and sat down next to her husband. Not since their wedding had he looked so fine, his finely pressed black suit looking oh so nice on him.

Cheese nuzzled his wife as she leaned into him. "Excellent speech, honey. Your Aunt Suzanne would've loved it, I'm sure."

"Yeah." Pinkie Pie briefly sniffled, but said nothing more. She'd already said all that she could bring herself to say.

Mr. Waddles then stepped up to the podium, adjusting his glasses. "Thank you for that wonderful speech, Pinkie Pie. Now, if no one else has anything they wish to say, let us begin the procession to the cemetery."

Just like that, Aunt Suzanne's casket was closed. And all the mourners gathered in line to take their places for the funeral procession. As expected, it was a slow and somber march to the grounds of the Ponyville Cemetery, the final resting place for all whose life had come to an end.

When at last the procession reached the designated spot for burial, Mr. Waddles stepped forward and opened a book as he gave a short speech. "Suzanne Andrea Pie, wife of Alfred William Pie, sister-in-law of Igneous Rock Pie and Cloudy Quartz Pie, and aunt of Limeamina Dolly Pie, Maudalina Daisy Pie, Pinkamina Diane Pie and Marblina Dana Pie, we hereby commit your body to the earth from which it came. Ashes to ashes and dirt to dirt."

In a matter of seconds, Suzanne's casket was lowered into the ground and covered by shovelfuls of dirt. Fittingly, her final resting place was on a plot right next to the one by which her husband had been buried so long ago. Already, a tombstone and epitaph had been erected that bore her name.

The mourners then dispersed one by one, until only Pinkie Pie and Cheese Sandwich were left alone at the grave sight. By now, clouds had begun to block out the sun and a faint breeze began to blow. There was no rain in the forecast, though, the local pegasi had seen to that. Rain would've been an inconvenience for the funeral march.

Despite the burial plot being fresh, Pinkie still saw fit to place a small bouquet of flowers next to Aunt Suzanne's tombstone. They were the same color as Suzanne's snow white coat.

Cheese carefully placed a hoof on his wife's left shoulder. "You okay?" He asked her.

Pinkie turned quite slowly and gave a hesitant nod. "Yeah, I think so," She then looked at her husband as she pondered. "Did I ever tell you how I became Spider Mare and why? I know I shared the story with Twilight back when you were under the control of Venom, but I don't know if I ever told you."

"Why bring this up now?" Cheese Sandwich asked with concern.

Pinkie simply responded. "Well, I've been thinking about it a lot, lately. Much like with my Uncle Al, I'll always wonder if I could've saved Aunt Suzanne if things hadn't been what they were. If I hadn't turned into that... monster, would Aunt Suzanne still be alive right now? If I'd stopped that robber when I had the chance, would my Uncle Al have lived?"

Cheese could only reply. "You can't dwell on the past. You can't change it. We both know that," And he tried to reassure his wife. "Whatever the future may hold, you don't have to face it alone. I'm here for you, always have been and always will be. I knew what I was getting into when I agreed to be part of your world. And I thought we both agreed there'd be no more secrets between the two of us."

"I guess you're right," Pinkie Pie slowly but surely agreed as she stood up. "I guess at the very least I'll take comfort in the fact that my powers are back for good, and I don't have to worry about ever turning into that mare spider monstrosity ever again. Thanks again for being there for me and not giving up on me."

Cheese just smiled as he let his wife lean into his embrace. "Hey, what's a loving husband for? Now come on, we'd better get going or we'll miss the reception. Then everyone's gonna wonder where we've been."

As anyone will tell you, even after a tragedy such as the loss of a loved one, life goes on. And that held true for Pinkie Pie and Cheese Sandwich in the aftermath of the loss of Aunt Suzanne. Slowly but surely, life went back to normal for the two and they both continued to fight crime as Spider Mare and Black Cat.

Things may not have been quite the same as they were before, but a routine did nevertheless develop for our heroes. It helped that the super villain scene remained quiet: The Chameleon and The Vulture returned to prison and stayed there under heavy guard, all but ensuring they wouldn't be escaping again.

Then, one day, Pinkie Pie decided to share with Cheese Sandwich some news that was going to change their lives all over again. And it all involved two simple words from Pinkie Pie herself: "I'm pregnant."

Author's Note

Aunt Suzanne's death is based on Aunt May's death in Spider-Man: No Way Home. But it also draws inspiration from a few other sources: The 2018 Spider-Man game by Insomniac, where Aunt May dies at the end of the game. The controversial and quite infamous comic book story "One More Day", in which Aunt May is fatally wounded and the cost of saving her involves Peter Parker and Mary Jane's marriage being dissolved. And The Amazing Spider-Man #400 in which Aunt May dies of a heart attack (although that particular death was later retconned to be a Mysterio conjured illusion).

All along I had planned for Aunt Suzanne to die in the end. But it was only recently that I decided to have the "I'm pregnant" bit at the end. It will play out in the sequel next year, due to the fact that next year will feature the release of Spider-Man: Across The Spiderverse, Part 1 (which was supposed to be released in December of this year but was inexplicably pushed back for reasons not yet known).

"Something of a Scientist Myself"

So it was that Spider Mare and Black Cat were forced to return to Sugarcube Corner, largely to get their wounds tended to but also to get their bearings and consider their next move. Now that they had an idea of just what they were up against, hopefully they could be better prepared for the next encounter. And there would be a next encounter. They very well couldn't leave Starlight down in the sewers in her current condition. She was far too dangerous to be left to her own devices. She had to be stopped one way or another.

Once the superheroes figured out how, that is. And right now, that was something they didn't know. It was kind of hard to think of a plan when you were sore all over and in desperate need of rest.

Mrs. Cake did her best not to frown, tsk or shake her head as she went about patching up Pinkie Pie and Cheese Sandwich up in the loft in which they lived. This wasn't the first time she'd been pressed into service as a makeshift nurse, and it was almost certainly not going to be the last. Even so, she was anything but pleased with the state she found her charges in. "The two of you, in the sewers, fighting a giant lizard creature," She lightly scolded. "If not for the fact that I myself was once a victim of those crazy happenings, I wouldn't believe it."

Cheese Sandwich winced a bit as a cold compress touched his back. "For a lizard, Starlight sure hits hard," He groaned. "It's like I blinked and it was all over. One minute I was standing up just fine, the next I was on the ground."

Pinkie Pie let out an impatient sigh as she looked out her bedroom window, her tail fidgeting and swaying back and forth. "We got caught off guard that time. But next time we'll have our guard on for sure. We have to go back down there! Starlight's not thinking straight, and we're the only ponies who could possibly get her to see sense. Hopefully, without having to knock it into her."

Cheese nodded ever so slowly. "Right, I hear ya. Probably would've helped if we hadn't split up the way we did. Safety in numbers and all that."

Pinkie nodded back. "Yeah, definitely won't wanna repeat that mistake," Then her thoughts turned to matters more pressing (at least in her mind). "But I'm more worried about that blueprint I saw in Starlight's lair. Whatever it is, I'll bet my webs it can't be anything good. It's just got to be another 'experiment' of some kind, just like the one that turned Starlight into The Lizard. If only I'd had more time to get a good look at it, or even snap a picture of it."

At that Cheese stood up and began to smirk. "Funny you should mention that, dear. Because, well... probably better to show you rather than tell you."

The pink party pony playfully grinned and teased. "No, you didn't."

"Oh, but I did!" Cheese insisted as he reached into his mane with a hoof. Seconds later, he produced a slightly wrinkled and crumpled blueprint. "Tada! Managed to snag it just before we left while Starlight was distracted. Figured it must be important. You don't just leave blueprints lying around for no good reason. I mean, who does that?"

Pinkie quickly snatched up the blueprint and carefully unfolded it, trying to get a good look at what it was and what it detailed. "You're a lifesaver, hon!" She told her husband, briefly giving him a kiss on the cheek. But then she turned her attention to more pressing concerns as she turned her blue eyes back to the blueprint. In silence, she looked it over once, then twice.

"What is it?" Cheese Sandwich asked when what felt like minutes (but was probably only seconds) ticked by without any kind of response from his wife. It wasn't like her to be quiet for no reason at all.

Pinkie Pie just replied. "I'm not sure. It's some kind of weapon, but what it's for I can't possibly even begin to understand," Then her eyes lit up! "But I'll bet my webs that Twilight will know! She can see things even I can't see, blueprints especially."

"Are you two really going to head back out so soon?" Mrs. Cake asked with concern as she saw Pinkie and Cheese grab their costumes and slip into them. "It wouldn't hurt to rest for a little bit and let your wounds heal. You're not invincible."

"I know, Mrs. Cake," Spider Mare firmly replied as she pulled down her mask. "We'll do our best to be careful. But there's no telling how far along Starlight is on building that weapon of hers. We have to know what we're up against so we can start building a plan of attack. One way or another, Cheese and I have to cure her!"

Mrs. Cake reluctantly sighed, sensing that there was little she could do to change the mind of the power couple. "Well, just try to keep your time in the..." She coughed into a hoof. "Muck down there to a minimum. The souvenirs you picked up from Ponyville's sewers are best left where they come from."

Black Cat nodded back. "We'll do our best," And then, after grabbing his baton he said to the plump baker. "Thanks again for all you do, Mrs. Cake. I don't know what Pinkie and I would do without you." Then he and Spider Mare left through the window at the other end of the loft.

Mrs. Cake waved a hoof to the departing superheroes, then sighed and headed back downstairs. The situation was out of her hooves now. All she could was hope for the best.

A little bit of web slinging later, Spider Mare and Black Cat were back on familiar ground once again. For only the second time in less than twenty four hours, they were at Princess Twilight's castle. By this point, the yellow police tape had been removed and the earlier police presence had vanished. But there were still signs of the disturbance from last night that had not yet been patched or addressed.

Spider Mare walked up first with Black Cat following close behind. She quickly knocked on the door as hard as she could.

Spike answered the door but a moment later, and quickly invited the guests inside. "Oh, hey guys," He greeted. "Let me guess, you're here to see Twilight?"

"Yes, Spike. And it's all got to do with Starlight," Spider Mare replied as she and Black Cat trotted inside. "Has Twilight told you yet about what happened?"

"To Starlight?" Spike guessed, and then nodded back. "Yeah, she has," He couldn't help but comment. "For the record, I tried to tell Starlight that what she was doing was a bad idea. But she just wouldn't listen. Then again, that's Starlight for you, unfortunately. She's never one to take 'no' for an answer. And where other ponies might stop and reconsider their actions, she just charges ahead with whatever idea's in her mind."

Spider Mare could only frown. "I just wish she would've listened, just this once."

Spike simply replied. "Well, we can't change the past. We all know what happens when we try to do that," Then he promised. "I'll go get Twilight now. You two just wait here." And he departed without another word.

The little dragon returned shortly with Twilight in tow. "Oh, hey you two," She greeted Spider Mare and Black Cat. "Did you manage to find Starlight down in the sewers? Is she okay?"

Spider Mare hung her head and unhappily sighed. "We did find her. But it seems like that transformation did more than just alter her body. It turned her crazy. She was talking about building a new society, a better world."

"And it gets worse," Black Cat ominously added as his lips quivered. "Apparently, some other ponies came in contact with traces of that serum. They turned into lizards too. In fact, Starlight took to calling herself The Lizard Queen or just The Lizard."

Twilight put a hoof to her face and groaned. "It's like she's gone back to how she was when she ran that village. I guess there really is no substitute for crazy."

The wall crawler promptly made a fist with one of her hooves as she vowed. "Which is why we need to find a way to change her back, now! There has to be a way to reverse the effects of that serum, a way to engineer a cure! There has to be, and we need to find it!"

Black Cat then presented the blueprint he'd obtained earlier to Twilight. "While we're at it, you should probably take a look at this. Pinkie thinks it's some kind of weapon, though what kind of weapon it is she can't say for sure."

Twilight took hold of the blueprint with her magic. "I'll do my best," She then waved a hoof. "In the meantime, there's something I wanna show you two. I found it after the police left. It was buried in some of the rubble in Starlight's lab, so it was easy to overlook. But I think it might be useful in helping us develop a cure."

The two web slinging superheroes promptly followed the young alicorn princess back down to the badly trashed lab. Everything was still the way it was when they had left, no repairs had been made as of yet and the tracks were still there.

Situated on a table, however, was a rather strange looking device. It was almost like a long tube, except for a narrow and flat part on the end that resembled a scanner. It seemed like, if you wanted to, you could press it up against an arm or leg and shoot whatever was in the tube part directly into yourself.

Spider Mare quickly trotted over and inspected the weird object. "This must've been what Starlight used to get samples of lizard DNA," She realized. "With something like this, with a little bit of magic you could easily retrieve what you needed without having to get up close and personal. And then it would be easy to take out the tube to access the sample."

Black Cat nodded. "Sure seems that way. How fortunate for us that it's still intact," Then he pondered. "You think we might be able to use that... whatever it is against Starlight?"

Spider Mare looked the device all over, examining every little thing that stood out. Then she gave a reply. "I doubt it. Since we don't have magic, we'd have to get right up in Starlight's face to be able to inject her with anything. And from my brief struggle with her earlier, I don't think there's any chance of us physically overpowering her unless we get lucky."

"Then I guess we'll just have to use the element of surprise!" Black Cat concluded. "We know now where her lair is. So we'll just have to create a distraction to lure her out, then sneak in and get behind her before she realizes what's happening."

"Doubt it's gonna be that simple, Cheese," Spider Mare told her partner. "And all of that isn't going to make a difference if we don't develop a cure for her. Magic spells aren't gonna help us. Knowing Starlight, she's bound to have made whatever it is she did to herself impossible to reverse with magic alone."

"Magic is most definitely not what Starlight has in mind now, I can say that for sure," Twilight declared as she brought over the blueprint and unfolded it. "I took a look at this blueprint on our way down here, and I can say for certain that it is a weapon. A weapon unlike anything pony kind has ever seen before! If I'm right, and I'm ninety nine percent sure I'm right, this weapon is no mere ray gun. It's like a fusion cannon."

Spider Mare let out a gasp! "You mean, like it could merge two different life forms into one?!"

Twilight firmly nodded. "Just like that. It could easily create an army of pony/lizard hybrids, just like what Starlight turned herself into. One blast, and any unsuspecting pony would be mutated by lizard DNA. It's something no magic spell could ever undo! The effects would be permanent!"

Black Cat gasped too upon hearing such words! "I knew Starlight had gone crazy, but I didn't think she'd gone nearly that crazy! It's like she's trying to take over Equestria!"

"Which is why we better start putting our heads together now!" Spider Mare firmly vowed as she pushed the blueprint aside. "We need to develop a cure that'll turn Starlight back into the pony she was, and fast! There's no telling how far along she is in the construction of that fusion cannon! Who knows what unsuspecting ponies she's plotting to use that weapon on? I don't think I've come up against a villain so dangerous since I tangled with the Green Griffon." She briefly shuddered at the mental image she conjured up.

The young alicorn princess smiled ever so slightly. "I was able to find some of Starlight's research notes. It's not much, but it should help us isolate what she used for her experiment. If we can do that, we should be able to find something that counters and cures it. I'll be happy to help you both as much as you need it."

The web slinger smiled and hugged Twilight. "You're the greatest, Twilight! I mean it!" Then, she quickly regained her composure. "Now let's stop talking and start doing! We've got a lot of ground to cover!" And with that, the three ponies started putting their heads together, figuratively and literally. They HAD to find a cure for Starlight, and fast!

Author's Note

The fusion cannon takes inspiration from a similar device that The Lizard uses in Spider-Man: The Animated Series to trigger his transformation.

This chapter's title comes from a quote by Norman Osborn in the first Sam Riley Spider-Man movie, when Norman introduces himself to Peter Parker prior to becoming the Green Goblin.