Marevel's Spider-Mane

by Blaze-saber

Rating: teen
Tags: Other, Drama, Original Character, Comedy, Adventure, Violence, Crossover, Flash Sentry, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Young Six
Length: 17435

Be greater. When a new villain threatens the city of Manehattan, the Mane Six teams up with Peter Parker, AKA Spider-Mane.

What was supposed to be a school field trip for the school of friendship, turned into a mission to save an entire city from danger. When a new villain threatens the city of Manehattan, the Mane Six teens up with Peter Parker, aka Spider-Mane. To save the city and those they love, they must rise and be greater.

Published 2023-09-28 16:50:00 UTC
Last updated 2024-03-27 18:29:54 UTC

Prologue

It looked like a bright beautiful day in the mystical land of Equestria. Right at this moment, some of the students from the School of Friendship are on a train heading towards Manehattan. Leading this field trip are their teachers known as the Mane Six, heroes of Equestria and the Elements of Harmony. "I must say Twilight, going to Manehattan for a school field trip was an excellent idea." Rarity complimented with a smile.

"We're not just going there for an entire month just for sightseeing." Twilight mentioned. "We're also going there for F.E.A.S.T.."

"Yeah, a nice, big buffet for every student would be really fun!" Pinkie Pie declared excitedly.

"Not a feast, Pinkie, a F.E.A.S.T. Center." Twilight corrected. "Which stands for: Food, Emergency, Aid, Shelter and Training. It's a homeless shelter run and owned by Mr. Yang."

"I've heard of that place and it helped a lot of ponies." Fluttershy spoke up. "And not just ponies, to every creature in Manehattan. Mr. Yang is a very kind stallion."

"I'm happy to help out with stallions like him." Twilight turned to see her personal royal guard, Flash Sentry, walked up to her. "But I have a feeling that F.E.A.S.T. isn't the only reason you want to go there, Twilight."

Twilight looked away with a small blush on her face when he mentioned that. "You got me." She admitted. "There's also a very smart scientist who I'm really looking forward to meeting. His ideas help all other creatures too."

"Same old egg-head." Rainbow commented with a chuckle. Meanwhile in a different part of the train, six students were talking amongst each other while a familiar hippogriff looked very excited.

"Can you guys believe that we're going to Manehattan for an entire month?!" Silverstream asked her friends. "I've never been before but I heard it's the city of opportunity!"

"Maybe after we help out at the F.E.A.S.T. Center, we could do some sightseeing." Sandbar mentioned before he looked over at Ocellus who was reading a newspaper article. "Hey Ocellus, what’cha reading?"

"An old newspaper article about a masked vigilante digging down criminals in Manehattan." Ocellus answered. "It's both interesting and odd at the same time because it says here that some drug dealers were wrapped up in webs."

"Webs, like spider webs?" Gallus asked with a raised brow.

"How can ponies get tangled up in webs?" Yona asked as Ocellus shrugged in response.

"It says here that there was a calling card near the chariot by the one who stopped them, 'courtesy of your friendly neighborhood Spider-Mane'?" Smolder told them as she leaned in to read the rest. "Who's Spider-Mane?"

"Maybe he's some sort of hero?" Silverstream guessed before the train whistle blue and they looked out the window to see Manehattan up ahead. "But maybe we can ask around about him or her when we do some sightseeing."

Twilight and her friends soon made their way to a building where the word F.E.A.S.T. is seen on top of the roof and she was greeted by a white unicorn stallion with a black mane and tail. "Princess Twilight, it's such an honor to have you, your friends and your students to come and help out here at F.E.A.S.T." The stallion greeted with a bow.

"It's an honor to be here, Mr. Yang." Twilight replied with a smile. "F.E.A.S.T. is a perfect place to help show our students how to be kind and generous to others. Along with being compassionate as well."

"Well, you've come at a great time because today we are celebrating a very special day.” Mr. Yang mentioned. "Today we're celebrating somepony who's been with us for eight years now."

"Really, who's the lucky pony?"

"It's Mayday Parker." Mr. Yang answered, which made Twilight's eyes go wide with surprise.

"Did you say--"

"Twilight, we have a problem!" Spike called out as he, Applejack, Rainbow Dash, Rarity and Flash ran up to her.

"What's the matter?" Twilight asked.

"We just finished doing a head count and not all the students are present and accounted for!" Rarity told her with concern.

"Who's missing?!"

"We're missing Silverstream, Ocellus and Sandbar." Applejack told her. "They must've wandered off when we weren't looking."

"Okay, let's go and find them." Twilight said with determination. "Applejack, Rainbow, Rarity and Flash, you four are with me to find them. Pinkie, Fluttershy and Spike, stay here with the students and help them get situated." She then turns to Mr. Yang with an apologetic look. "Sorry about the inconvenience."

"It's quite alright your highness, I understand." Mr. Yang told her. "You go and find your students." Twilight smiles before she and the others split up to find Ocellus, Silverstream and Sandbar. They searched high and low for them until they heard some gunshots coming from Times Square. Worried that the kids might be in danger, they rush there to find some officer ponies being pinned down while some griffins and ponies wearing purple uniforms fire at them.

"Twilight, look!" Flash called out as he pointed to a nearby table. Twilight and the girls looked to wear he was pointing and saw Ocellus, Silverstream and Sandbar having their heads hiding under a table as they used one table for cover.

Twilight and her friends grew worried as they feared that they might get shot before one of the griffins held up his claw to make the others stop firing. "Bring in the hammer." He spoke into an earpiece before he signaled the others to back up a bit. Twilight and the others were confused as to why they stopped before they saw an oil tanker driving towards the police officers that they had to duck out of the way. The oil tanker crashed into a building before tipping over and exploding.

"That's enough!" Twilight shouted, getting the attention of the armed griffins and ponies. "I don't know what is going on, but it ends now!"

"That's right, now drop your weapons and stand down!" Flash demanded before they heard one of the stallions shouting.

"Hey you, come here!" They looked to see one of them grab hold of Ocellus and aim his gun to her head. "Make moves and this changeling gets a bullet in her head!" He told them as Ocellus let out a scared whimper.

"We're so sorry!" Silverstream told her headmare and two teachers as she and Sandbar ran over to them. "I saw something super exciting and both Ocellus and Sandbar followed me but then we got lost before--"

"We'll talk later, right now y'all stay behind us." Applejack told Silverstream as she, Rarity and Rainbow stood in front of them.

"Alright buckos, let our student go or else!!" Rainbow demanded as Rarity held her back.

"You, princess, come with us quietly and will let the changeling go!" One of the griffins demanded before Twilight look towards Flash in the others to get them an assuring nod. She then slowly makes her way over to them as the griffin that told her to come over pressed against his earpiece. "Hey boss, we got great news. We just got you a get out of jail free card, Princess of Friendship edition."

"Make sure there's not a scratch on her, I want to talk to her personally." A deep voice responded to him as the griffin had a smirk on his face. Just when Twilight was halfway towards them, something from above shot down and yanked each of the guns out of their hooves or claws, including the one that was holding Ocellus.

They were all confused before they looked up and saw a unicorn stallion wearing a skin tight red and blue suit swinging on one look to be a web line. The red part of his suit has a web pattern while there was a black spider symbol on his chest before they saw him shoot a web line from his hoof towards the final gun holding griffin and yanked it out of his claw. This stallion then landed on the ground in front of Twilight and they saw that his mane and tail was made out of webs while he was wearing a mask that covered his entire head with bug-like lenses. "Hey everyone." The stallion said.

"Who are you?" Twilight asked before the entire scene turned to a comic book panel and zoomed out as pages of a comic book flipped to the cover. The cover of the comic book was the red and blue suited unicorn stallion with the words 'Spider-Mane' above him.

"Okay, let's go over this one last time." The stallion's voice was heard as we saw a unicorn stallion with a skin color coat and brown mane was putting on the mask. "My name is Peter Parker." The stallion then backflips off of a building before it cuts to his hoof without the suit being bitten by a small spider. "I was bitten by a radioactive spider and for the last eight years, I've been the one and only Spider-Mane." We then see Spider-Mane doing some parkour and web swinging around the city. "I'm pretty sure you know the rest."

We then see some moments in his life as he continues to talk. "I've saved the city. Fell in love. Quit my job at The Daily Bugle after they said that I electrocuted a few officers. Then I saved the city again, and again and again and again. And I uh… I did this." We then see Spider-Mane walking on his back legs and acting all swagger as he strut his stuff. "I really don't like talking about this."

The scene then cuts to a comic book of himself appearing, along with a couple of other things. "Look, I'm a comic book, I have a plushie, I made a Heartwarming album, I have an excellent theme song and a so-so popsicle." We then see a picture of a Spider-Mane popsicle that looked semi melted. "I mean I looked worse." We then see him get beat up by a few bad guys. "Even after everything I've been through, I still love being Spider-Mane. I mean who wouldn't be? So no matter how many hits I take, I still find a way to get back up. Not only that, but today it's a very special day. Want to know why? Is because Wilson Fisk, AKA The Kingpin is finally going to be arrested today."

We see a few scenes of Spider-Mane fighting the Kingpin. "This guy has been running crime in the city for a long time and it's about time he gets what he deserves." We then see Peter putting his suit on and getting ready to head out. "I'm just going to make sure everything goes well. Too bad that my heroism doesn't pay bills. But as long as I'm doing the right thing, I know I will make my uncle proud." We then see him jump out the window of his apartment and begin to web swing. "I wanted to join in but Captain Shimmer Justice told me that his lawyers would want to do things by the book but she told me that I can help her man that was being held up by his men. Want to know what happens next?" We now cut to the scene where he Yanks the guns out of the bad guy’s hooves and claws before landing in front of Twilight. "Me too."

"Who are you?" Twilight asked Spider-Mane as Ocellus took this opportunity to shapeshift into a small fly to get away from the bad guys.

"Find cover while I'll handle them!" Spider-Mane told her before he shot a web line to zip right towards one of the bad guys before throwing a punch to his face. Twilight quickly went over to Flash and the others before putting up a shield as they watched Spider-Mane fight the bad guys. They watched as he did some amazing acrobatics on one of the bad guys by flipping over them and doing a few spin kicks to knock him out.

"Wow, that's so amazing!!" Silverstream cheered excitedly when they saw him grabbing hold of one of them and spinning around before knocking him to the ground.

"Wait, where's Rainbow?!" Rarity asked when she noticed Rainbow wasn't in the barrier with them. They then heard Rainbow Dash grunting as they looked and saw her finding the bad guys with Spider-Mane.

"What are you doing here?!" Spider-Mane exclaimed as he blocked an attack from one of the bad guys. "You need to get to safety!"

"No way, I'm gonna make these guys pay for almost hurting one of my students!" Rainbow declared before she flew in and kicked one of the bad guys in the face. "Besides, I think that's the last of them!"

"I don't think so." Spider-Mane mentioned when he saw a truck drive by before stopping to let off some more bad guys with guns. One of them fired at him before he quickly rolled out of the way and fired a few web balls to stick him on the side of the truck.

"What the… is this stuff coming out of him?!" The stallion he webbed up to the truck exclaimed before Spider-Mane web-zipped towards one of Fisk's men and delivered an uppercut that sent him flying up in the air.

"Twilight, lower the shield so I can help them!" Flash asked before she nodded in response before lowering the shield. Flash then took a quick tuck and roll and tackled one of the bad guys before punching his lights out. Both him and Rainbow then grabbed two bad guys and fling them into the air before Spider-Mane shot a couple of web lines to the two and yanked them down to the ground. "Oking, that's the last of them."

With that, Twilight lowered the shield before she and Applejack approached Spider-Mane. "All right, who the hay are ya?" Applejack asked him.

"I must say, it's very nice to see you again." Rarity mentioned to him, which caught her friends by surprise.

"You know--" Rainbow was about to ask before they heard an explosion coming from down the street. The lenses in Spider-Mane's mask looked worried when they saw that explosion.

"Shimmer? Shimmer!" He exclaimed before he charged forward and shot a web line to swing across. "I knew Fisk wouldn't come quietly!"

"Applejack, Rarity, take the students to F.E.A.S.T. while me, Flash and Rainbow follow him!" Twilight ordered before the two nodded before they split up. Twilight, Flash and Rainbow followed Spider-Mane down the street to a building where a bunch of police officers were taking cover while a bunch of stallions and griffins were shooting at them.

"We need more back-up!" A unicorn mare with a red coat and blue mane shouted in a walkie-talkie. "And look down the airspace!"

"Hey Shimmer, you alright?" Spider-Mane asked after he landed on the side of a transport vehicle. Twilight, Flash and Rainbow soon teleported next to her and she was surprised to see Twilight.

"Princess Twilight, you came at the worst time possible." Shimmer admitted.

"Give us the rundown on what the hell is going on here!" Flash told her as they could hear gunfire. "Why are they shooting at your men?!"

"Those are Fisk's men, otherwise known as the Kingpin!" Shimmer told them. "He's basically been the crime syndicate boss for years now and we finally got a warrant for his arrest! But as men are keeping us pinned down until he can escape! If he makes it out of that building, we're going to lose him!"

"I can try to teleport us in, but I might end up taking us into the middle of a gunshot." Twilight told her as she can see the many stallions and griffins with guns.

"Well we don't have to worry for long because my sidekick is already in there right now." Spider-Mane assured them.

"You have a sidekick?" Rainbow asked with a raised brow.

"Yeah, Spider-Colt." Spider-Mane replied before he looked at Shimmer. "Now if you don't mind, I'm going to go and uh…" He trailed off as he pointed towards Fisk Tower.

"Do your thing." Shimmer told him with a nod.

"Yes! Today's the day Willie!" Spider-Mane as he started to web swing around before his horn lit up and aimed towards two guys on a roof. "Heads up!" He shot a couple of red balls right at two of the guys before swinging towards a third one. "Hey, where are you going?!" He used his little sticking powers to grab hold as he swung through a window.

"What does he think he's doing?!" Twilight exclaimed before she looked towards Rainbow and Flash. "Come on, we have to see if anypony inside needs help!" Before Shimmer could protest against that idea, Twilight already used her magic to teleport herself and the other two inside. There they found Spider-Mane already fighting against Fisk's men. They soon joined in as Twilight blasted a few back while Flash and Rainbow flew into a few more off their hooves. "Hey, you can't just rush in all willy nilly like that! We need a plan!"

"And I have one, fight our way to Fisk!" Spider-Mane replied before he shot a web to one of the bad guys holding a weapon and yanked it out of their hooves. "Look, you don't know Fisk like I do! He had the whole city warped around his hoof for so long!" He exclaimed as he webbed up a griffin. "I've been waiting like eight years to see him be taken down and I won't let anyone get hurt!"

"Seems like you've been through a lot!" Flash commented before he punched out the last goon. "That's the last of them." He couldn't be more wrong as a bunch of griffins with guns came out of an elevator and started shooting. Flash, Twilight and Rainbow quickly took cover while Spider-Mane web-zipped towards them. He started to web up and punched their lights out before he got a call from his sidekick, Spider-Colt.

"Hey Peter, where are you right?" A colt's voice was heard when Spider-Mane answered.

"Oh hey, I'm in the lobby and taking care of some of his men!" He replied as he dodged a bullet from gunfire. "What about you? Where and what are you doing?"

"I'm helping ponies evacuate the building!" Spider-Colt answered. "Fisk really doesn't want to be arrested!"

"Just focus on getting everypony out and leave Fisk to me!" Spider-Mane told him as webbed up the last of the goons. "I'll be on my way up soon!" Twilight, Flash, Rainbow and a few police officers with padding went up to the elevator. However, the power went out on the elevator before it could reach the lobby.

"They shut the elevator down!" One of the officers exclaimed. "Take the stairs!"

The officers went to take the stairs before Rainbow noticed following them. "Aren't you coming?" She asked him.

"I prefer a more direct approach." He told her before he went up to the elevator doors and opened them up. "Go, I'll meet you up there!" Rainbow nodded before she followed Twilight and Flash up the stairs. Spider-Mane then went into the elevator shaft and started to climb up the wall just when he got a call from Shimmer.

"Spider-Mane, status?"

"Heading to the upper floors, and hoping nopony turns on the elevators…" He told her as he started to run up the wall.

"Our choppers are taking fire, it looks like Fisk has armed men on every floor." Shimmer informed just as Spider-Mane started to crawl through the vents.

"He's desperate…"

"... and he's hitting us with everything he's got."

"I have to find him and end this." Spider-Mane said with determination.

"Not yet. We just picked up chatter- they're wiping all their data servers. We need that evidence if we want to put him away for good."

"Okay, server room it is." Spider-Mane mentioned before Shimmer hung up. He made his way through the ventilation before he got another call from somepony very familiar. A call from May. Better answer." He answered her call just as he exited the vents. "Uh…hi Aunt May." He said as some of Fisk's men started shooting at some police officers that were taking cover.

"What is all that nose?!" May asked.

"Watching a superhero movie." He lied as Twilight, Rainbow and Flash were taking care of some of Fisk's men on the next floor up. "What's up?"

"I just wanted to make sure we were still up for dinner tomorrow night." She mentioned as he web-zipped to the next floor up and joined the fight.

"Totally." He replied as he knocked a few guys off the railing before webbing them up. "Uh, listen, I gotta go…"

"Okay, love you."

"Love you too!" As they ended their call, Spider-Mane scissor-kicked a goon and landed next to Flash.

"Who were you talking about?" He asked as more bad guys came out the elevator.

"Uh…nopony, just some random call." Spider-Mane told him as Twilight used a freezing spell to stop the goons in place. Spider-Mane then webbed them up before putting them up to the ceiling. "Okay, now we gotta find that server room before there's no evidence left."

"Up there, on the next floor up!" Rainbow called out before she flew over there. Twilight and Flash followed suit before Spider-Mane web-zipped up to them and stood in front of them.

"Wait, if we go in this way they'll destroy all the evidence." He warned them before he looked in the direction of the server room and used his high-tech lenses to scan the place. He detected a few goons in there working on destroying the evidence. "I should look for a sneaky way in."

"How about that air vent?" Twilight suggested as she pointed to one on the ceiling.

"That'll do. You three stay out here, I'll clear the room and let you three in." He told them before he went up on the ceiling and crawled through the vent.

"So, you think he'll be able to do it?" Flash questioned as they waited.

"What I really want to know is why Fisk is doing all this?" Twilight mentioned before they heard grunting and fighting in the server room. After a bit, the door was ripped open by Spider-Mane and they saw a few knocked out stallions and griffins on the floor. "Wow, you work fast."

"I know, but now we gotta access that console before all the data is gone." Spider-Mane mentioned as he went over to the main computer and plugged in a flash drive. "Let's see just how good their security is." He said as he started to type in a few things. "Oh, these guys forgot the latest kernel patch, tsk-tsk."

"Hiding in the server room?" They looked up to see a large earth pony stallion with a white coat while wearing a black business suit on the large monitor."Cowardly, even for you."

"Says the guy who's frantically erasing his search history." Spider-Mane joked as he continued typing.

"You must be Fisk." Twilight spoke up with a glare on her face. "Perhaps you can tell me why you're doing all this."

"Oh your highness, I'm simply keeping order in this city." Fisk told her. "I make sure that every criminal in this city stays in line. It's sort of like how you and the other princesses keep order in Equestria, along with your little friends."

"That's why he calls himself the Kingpin, although by looking at him now he looks more like a bowling ball than a pin." Spider-Mane quipped as the other three let out a chuckle.

"Even after all these years, you're still just an ignorant child." Fisk told Spider-Mane.

"True, but that's just part of my charm now isn't it?" Spider-Mane replied before the download was complete and he took the flash drive out.

"Damn you. Get them now!" Fisk demanded before some of his goons came in. The four of them were prepared to fight before a unicorn colt in a skin tight red and blue suit like Spider-Mane's, except for the top half being mostly blue while the bottom is mostly red dropped down on two of the goons. The mask he wore has six golden yellow lenses while he has a spider pack on his back.

"Hey Spidey!" The colt said before he jumped on another goon and showed amazing strength by flipping him over his shoulder.

"Great timing, Spider-Colt." Spider-Mane said before he uppercut a goon up before yanking him down.

"So that's your sidekick?" Flash asked as he and Twilight worked together to take out a few goons. "He's strong for a colt his size."

"You don't know half of it." Spider-Colt told him before he webbed a goon down. "And if you're wondering why I'm here, it's because it's not easy getting a bunch of ponies in a large building like this out! Fisk really doesn't want to get arrested."

"It's been a long tough road, kiddo." Spider-Mane told him as he kicked a goon in the head. "Almost sad to see it end."

"I'm pretty sure he's not going to let that happen." Rainbow mentioned as she bucked a goon in the gut.

"Well he better get ready for the main event." Spider-Mane said as they took care of the last of the goons before going out of the server room. But the moment they did, an explosion happened and destroyed the ceiling while also showing the way up. Seeing that made Spider-Mane contact Shimmer. "Shimmer, an explosion just--"

"I saw it." Shimmer quickly replied. "Fisk could have the whole place wired. I'm sending in a bomb unit."

"We'll make sure no one gets in the way." Spider-Mane told her before he hung up and web-zipped through the hole in the ceiling. Spider-Colt followed behind with the other three before all five of them started to fight off more goons. They took care of the goons before the bomb squad came in on the second floor above. "Hey guys!" He greeted them when the five of them went up to them. "I guess bombs are part of Willie's getaway plan." Another explosion happened before they heard ponies cry out for help.

"Sounds like they're in trouble." Twilight mentioned in a worried tone.

"You go save them, we'll go after the bombs." One of the bomb squad guys told them before they split up to do their jobs. They went up to a room that was lit on fire as ponies ran out.

"We'll get them out, you two make sure that nopony gets left behind." Flash told Spider-Mane and Spider-Colt as he, Twilight and Rainbow took some ponies out of the building. Spider-Mane and Spider-Colt went over to a beam that blocked away for some ponies and pulled it out of the way.

"I heard more ponies back that way!" A mare told them as she ran past them.

"We'll find them." Spider-Mane assured her as he and Spider-Colt went up ahead and found a couple of mares pinned down by some concrete.

"Spider-Mane! Help, we can't move!" One of the mares called out. "We're pinned down!"

"I'll lift it while Spider-Colt pulls you both out." Spider-Mane instructed them. "When you're free, get out fast. If you can walk, help the injured. Got it?" Both mares before he started summoning all of his strength and began to lift up the concrete. He managed to lift it up a bit before more fell on top and he struggled to keep it from crushing the two. He gathered even more strength and lifted up the concrete.

"I got them!" Spider-Colt called out as he pulled the mares out of the way. Spider-Mane felt the concrete giving way before he pushed it up and quickly jumped out of the way. "I can't get through! Go on ahead and stop Fisk! I'll see if there's anypony else who needs help!"

"Just be safe!" Spider-Mane called out before he went on ahead. "Okay Willie, comin' your way." He started to crawl through the vents just when Shimmer called.

"Spider-Mane, it's Shimmer."

"How are we doing, Captain?"

"Could be better. Our choppers took a beating, we just had a ground our last one. If Fisk calls in a chopper, we have no one to stop it from landing."

"And no one to chase him if he flies away…" Spider-Mane added.

"Why do I get the feeling that's what he was planning all along?"

"Because he probably was." Spider-Mane said as he exited the vents and found a few officers injured. "Damn. Shimmer, get EMTs up here, fast!"

"We're trying!" She told him before she hung up and another explosion happened outside the room the injured were in. He then web-zipped on a railing and saw a griffin holding a bazooka before he aimed it towards him.

"Uh oh, INCOMING!!" He warned those in the room before the griffin fired a rocket right towards him. Spider-Mane quickly dodge said rocket before he web-zipped towards the griffin and punched his lights out. "That's enough out of you…" Two more griffins came out on the second floor with their own rocket launchers and aimed towards him. "More rockets?! A little excessive, don't you think?!" He quickly dodged another rocket being launched at him before he left up to them and yanked both the rocket launchers out of their claws.

Once they were disarmed, Spider-Mane started to be down on them until they were knocked out. He then quickly saw another griffin with his own rocket launcher aimed towards him. "What…? Is it national rocket day or something?!" He exclaimed before dodging yet another rocket and web-zipped over to the griffin to uppercut in the air before getting him down. Well he was down, Spider-Mane webbed him up before he yanked open a door to wear a Fisk might be. He started to make his way through a corridor which was covered in rubble from the explosions. "How did the bomb squad guys get through all this?"

He then did some hardcore parkour through the rubble until he saw a few of Fisk's men up ahead. Spider-Mane quickly jumped on the wall before he launched himself off to tackle one of the goons. "There he is, get him!" One of them shouted before Spider-Mane knocked him out.

"Settle down, I've got enough for everyone!" Spider-Mane quipped as he fought them off. He continued to fight them off until they were all down. "Okay, the room is clear. The bomb squad must be somewhere up ahead… hope they're okay." He soon went over and opened the doors to a large area where the bomb squad guys were seen as he then swung over to them. "You guys all right?"

"We were just about to call for backup." One of the bomb squad officers told him.

"I think I'm it."

"Lead the way, we'll be right behind you." The bomb squad guys let Spider-Mane go ahead before one of them pulled up his walkie-talkie. "Heads up boss." He whispered as one of them aimed his gun towards Spider-Mane. Spider-Mane's Spider Sense started to tingle before he suddenly teleported behind them when they fired at him. He then shot a web line towards their guns and yanked them out of their hooves before flinging them at their heads.

Spider-Mane quickly web dipped to one of the guys with a shield before he slid under them and attacked from behind. "So you guys were in bed with Fisk all along?!" He exclaimed before he shook his head at the thought. "Aww no I'll never get that image out of my head!" He soon fought and webbed up each of the double agents until it was just him and two stallions with shields. "So your plan didn't work. On to plan B: getting kicked in the face." He soon took care of the last two before he contacted Shimmer. "Hey Shimmer, looks like some of your guys were on Fisk's payroll. Good news is, they were his last line of defense and I'm right outside his office."

"Take him down, now."

"With pleasure." He responded before he hung up and went in to face Fisk.

Inside Fisk's ridiculously large office with a few Samurai armor on display, he is seen running down something on his desk before Spider-Mane swung in and landed on a pillar. "Writing your memoirs?" He asked Fisk. "Don't forget the hyphen between Spider and Mane." Fisk paid no attention to him as he put down his pen and pressed a button on his desk.

"Get the chopper ready, I won't be long." Fisk said on the intercom before he cracked his neck a little and picked up a remote. "I'm surprised you made it this far." He told Spider-Mane as he walked into a room behind his desk. "But your foolishness ends now." He then pressed the button on the remote and a glass wall came down.

Spider-Mane jumped off the pillar and looked at Fisk with confusion. "Uh… you do know I can still see you, right?"

"Eight years of this insolence…" Fisk groaned before two gun turrets were activated as the two pillars lifted up to reveal them. Spider-Mane took a defensive stance as the two gun turrets aimed right at him.

"All for me? You shouldn't have!" Spider-Mane joked before the guns started firing at him. Spider-Mane quickly dodged each bullet being fired at him before he noticed something about the turrets. "They're reloading! Have my chance!" He started to web one of them up before he yanked it out of the pillar and threw it at the glass where Fisk is standing behind.

"What are you doing?!" Fisk exclaimed as he saw the glass breaking from that hit. The second gun torrent was reloaded and started firing at him again. Spider-Mane once again dodged each bullet before it had to reload again. Like the first one, he rubbed it up and threw it right at the glass wall and completely destroyed it. "How is this happening?!"

"What's wrong Willie? You seem angry…"

"I will DESTROY you!!!" Fisk went up to his desk before smashing it and picking it up by his teeth.

"Give it your best shot!" Spider-Mane challenged Fisk before Fisk threw his desk right at him. Spider-Mane quickly caught it in his web before swinging it around and threw it back at him, which stunned him. He then went over to Fisk and started beating down before Fisk composed himself and knocked him back. Spider-Mane quickly recovered and started to shoot webs right at Fisk to keep him still. He then web-zipped right back and started beating on Fisk before Fisk freed himself from the webs and punched Spider-Mane in the face.

Fisk then charged right at him and slammed him into a wall before they literally went through it and hit a large pipe. Spider-Mane turned to one side when Fisk tried to hit him before Fisk grabbed him and threw him out of his office. That damaged his suit as there was a bit of a tear on the chest of the suit. "You are everything that's wrong in this city!" Fisk shouted.

"Funny…" Spider-Mane grunted as he stood up. "I was gonna say the same about you."

"You know what to do, men!" Fisk exclaimed as some of his goons came in and surrounded Spider-Mane. Spider-Mane began to fight off his men while also dodging attacks from Fisk until he dealt with them. Once he made one of the goons punch himself out, he focused on a Fisk as he rubbed him up and started beating on him. Spider-Mane swung around Fisk before delivering a kick to his head. Spider-Mane dodged a few attacks from Fisk before webbing him up and delivering a few blows. Fisk managed to grab him and began to choke him out.

"Was it…something…I said…?" Spider-Mane breathed out before he kicked this in the face to get himself free. "You're losing, Willie." Spider-Mane continued to fight Fisk before he was picked up by this and slammed onto the floor. Fisk raised his hooves up and ready to crush him before Spider-Mane moved to one side to dodge the attack. The strength of Fisk caused the floor to get away as the two of them fell through. Fisk was about to punch Spider-Mane before Spider-Mane punched him first and kicked him to the floor. He then shot two weblines and launched himself right at him that caused them to fall through the floor yet again.

They then crashed onto a bridge on the next floor before Fisk grabbed him and threw him off. Spider-Mane quickly web-swing over to the windows before he launched himself right at this and off the bridge. He then delivered a flurry of punches until they crashed through the floor and he began to web up Fisk and hang them from the ceiling as they entered the lobby. "So, should we kiss now?" Spider-Mane joked as he was hanging upside down from a web line while some police officers aimed their guns at Fisk. "Maybe later."

Rarity, Applejack, Fluttershy and Pinkie were running through the streets towards Fisk Tower after what Rarity and Applejack told Fluttershy and Pinkie. "Come on y'all, ponies might be in danger!" Applejack shouted before they saw some news reporters and cops in front of Fisk Tower. They then saw Twilight, Flash and Rainbow amongst the crowd as they made their way towards them.

"Did we miss something?" Fluttershy asked before they saw a hoofcuffed Fisk being escorted out of the building.

"Let's just say that the Kingpin has been dethroned." Flash told them just when Spider-Mane and Spider-Colt landed on the transport vehicle Fisk is going to be riding in.

"So, finally off to Rikers Prison?" Spider-Colt told Fisk in a little joyful tone. "Now I think about it, you got more enemies there than me and Spidey here does."

"Yeah, right. I think he does." Spider-Mane agreed as Fisk glared at them.

"If you both think this is more than just a minor inconvenience--"

"Oh gotta go!" Spider-Mane interrupted Fisk. "Hey, good luck Willie." He told him before he web-swing away.

"We have a feeling you're gonna need it." Spider-Colt added before he left.

"You idiots! I'm the one who kept ordering this city!" Fisk shouted as the police officers forced him into the transport vehicle. "One month!! In one month you'll wish you had me back!!" The Mane Six and Flash watched as they closed the doors to the back of the transfer vehicle before driving off.

"Well, that was certainly interesting." Rarity commented. "Although I wish those two would have stuck around longer so I can show them some new suit ideas I came up with for them."

"Are you talking about Spider-Mane and Spider-Colt?" Rainbow asked with a raised brow. "How the hay do you even know them?"

"It's a long story about that…"

"Well you can tell us while we walk towards Dr. Octavius' labs." Twilight told her. "Because I would really like to see what he's working on to help change the world." They started to make their way through the city as they didn't notice that Spider-Mane was swinging the same way they were going, to Dr. Octavius' labs.

Author's Note

If you're all wondering what Spider-Colt's suit looks like, it's similar to Spider-Boy's suit.

Chapter 1

The news about Fisk’s Take Down spread throughout the city, especially how Twilight was a part of it. "Can't believe you all went through all that." Fluttershy gasped after what happened from Twilight, Flash and Rainbow. "I hope nopony got killed."

"I wish I could've been there to help!" Pinkie exclaimed as she bounced around the others. "I would've loved to give those meanie pants a big old taste of my cupcake bazooka!" She pulled out a bazooka-colored blue and pink out of her mane.

"Speaking of what happened back there," Rainbow spoke up before she looked at Rarity. "You said that you will tell us how you met that spider pony."

"Well, I might as well tell you the story." Rarity said before she cleared her throat. "It was about four years ago as I was starting up my Boutique here in Manehattan. I was just about to get everything ready for a big sale."

"Oh yeah, you told us about that." Twilight mentioned. "And you said that it went very well."

"Yes, but the reason behind it happened before the sell." Rarity told them as she remembered back when she first met Spider-Mane.

A couple of years ago in Manehattan, Rarity is seen doing some work in her Carousel Boutique in the city while her little sister helps out. Rarity levitates a few boxes in and puts out some fabric while Sweetie Belle helps put some clothes on some hangers. "Okay, almost done with the hangers." Sweetie Belle told her older sister.

"Thank you, but it seems we're running low on them and Coco is running late." Rarity mentioned. "Could you be a dear and look in the back to see if we have more? I just want to make sure everything is alright when we open." She added while putting up a few boxes. "It's just in the back on the right."

"Got it, be right back." Sweetie replied before she went into the back. But the moment she went in, Rarity heard the front door open when she heard the bell ring.

"I'm sorry, but we're not quite open just yet--" Rarity told whoever came in before she turned to see a few stallions wearing suits and looked quite menacing by the front. "Oh, what can I do you fellas for?"

“We’re here to deal with something.” One of the stallions said menacingly. "Now you're on a mafia tirf and if you're going to open a store here, you're going to need to pay up for 'protection' that we can provide."

"Mafia? I heard about you ruffians." Rarity said with a glare. “You’re those street gangs that've been terrorizing Manehatten just so you could get what you want. If they don't pay up, they're the ones who need protection from you!"

“Yeah, so what else is new?" Another stallion questioned.

"Here's what, why would I pay a bunch of ruffian thugs when I'm doing just fine?!" Rarity yelled with a look. "Now get out, before I call the cops on you!"

“Oh, if that’s what you wanted…” The first stallion said with a small smirk before he then grab Rarity quickly and pinned her down. “Then let’s make an example out of it!”

“What are you doing?!" Rarity cried out as she tried to pull free before one of them pulled out a knife. "P-Please, let me go!"

"Sorry, but you're going to be a message to those who don't pay up." The first stallion told her as he pulled out a cigarette and started smoking. "Let's get this over with boys." Rarity started to tear up as they were about to kill her before they heard someone speak up.

"Hey uh, can I have some help over here?" They all turned to see some stallion wearing a trench coat and a hat that looked like it was from noir. “I thought I came in considering there were a bunch of ponies in here and I'm trying to figure out a new look."

“Hey, get lost, idiot. We’re busy right now.” The first stallion retorted before Rarity spoke up.

“Please, sir! You have to--” Rarity tried to speak but the knife was held close to her neck.

"You shut that mouth of yours.” The first stallion threatened.

"I'll only be a minute, you know how it is." The stallion told him as he looked into the mirror. “You know, trying to find your right look is hard to decide.” The boss then gestured to take care of him as one of the stallions walked up to him. "I just, I just don't know…" the moment the stallion grabbed his shoulder, the stallion in the Noir trench coat quickly jumped onto his shoulders and wrapped his leg around his neck before flipping him over and revealing himself to be Spider-Mane. "I just don't know if Noir is my thing."

"Oh shit, it's the spider!" One of the stallions called out.

"Hey wait a minute, why are you guys holding down your employer like that?" Spider-Mane asked as he pointed towards Rarity. “I'm pretty sure that's not how you get a raise." He then shot two weblines towards the stallion holding the knife and the boss before yanking them both towards him before he kicked him in the face. He then quickly shot a web up to the roof and swung to grab it Rarity and place her on he then quickly shot a web up to the roof and swung to grab it Rarity and place her on the second floor. "Wait here."

Rarity watched as he did a backflip back to the ground floor and started fighting the bad guys. “I mean seriously, why would you hold a knife to your boss's back?!" He questioned them as he dodged a punch before jumping off one of them. “That’s a one way ticket to unemployment town!” He joked as he dodged another punch and kicked another goon away.

“You just don’t know when to stop talking, do you?!” The boss exclaimed as he tried to punch Spider-Mane, but he kept dodging them with ease.

“What? I'm just stating the facts." Spider-Mane mentioned before his spider sense tingle and quickly jumped out of the way when one tried to get him from behind. “You know, I'm starting to think you guys don't work here!" He said as he then jumped up with a spin and started firing webs around, which got all the goons trapped in webs either on the floor or on the walls as they struggled to break free. “Maybe you shouldn’t find an application here.” He quipped before Rarity walked down the steps from the second floor. “You okay, ma’am?”

“W-Well, yes. I-I’m fine thanks to you.” Rarity said, stunned after seeing how Spider-Mane took care of the goons as he took off the trench coat and hat to see the rest of his costume. “Oh my, that suit is a bit tacky."

"What seriously?" He replied as he was insulted. “This is basically a classic look, red and blue." He said while gesturing to his suit.

“Oh, I didn’t mean to offend you, but it is a bit tacky to be honest.” Rarity honestly said to him. “A bit old fashion to be precise.”

"Well I did think about a cape at first, but then I thought it was just silly." Spider-Mane mentioned before they heard Sweetie Belle screamed as one of the stallions was pulling her out from the back and holding a gun to her head.

"Sweetie Belle!" Rarity called out as Spider-Mane put his hoof in front of her to keep her from doing anything stupid.

"Let the boss go Webhead, or this kid gets a bullet in her head!" The stallion threatened.

"Whoa hey, no need for that! I'll get them down, just give me a minute.” He replied as he walked over to the web up Goons. "But uh, I should let you know that I recently got a new sidekick. Yeah, found him in some sort of lab outside the city and they were doing freaky experiments."

"The hell you talking about?!" The stallion questioned.

"Oh you, like mutating stuff and trying to get powers of their own." Spider-Mane replied as under his mask he kept looking up at the ceiling. "But I found this young Colt that had his genes spliced with a spider. And considering I have the abilities of a spider, I decided to take him in under my wing. You know, show him the webs and stuff." He joked as Rarity was wondering what he was talking about. "Yeah, he doesn't have a family of his own but he's like a son to me. Plus he got some freaky abilities of his own, he has like extra eyes but he's able to hide them and stuff. He can climb walls and everything but he can't shoot webs of his own."

“Why are you talking about this?!” The goon questioned while keeping a firm hold of Sweetie Belle with the gun close to her head. "Just get them down!"

"Okay, okay, but actually you should know one more thing about him." Spider-Mane quickly mentioned. “He's got one nasty bite and also, heads up." Suddenly, a young colt wearing a Spider-Mane foals costume drop down onto the stallion and made him drop the gun as the stallion was struggling to get him off.

“Ah! Get off of me! Get off of me!” He yelled as he let go of Sweetie Belle, who rushed up to her sister as the colt kept wrestling with the goon before he managed to lift up his mask and opened his mouth, which had fangs as he bites down on the stallion’s neck, causing him to scream before he suddenly stopped struggling as the colt got up. "The hell?! Did you seriously bite me?!"

"Yeah, and by the way you have too much cologne on!" The colt replied as he lowered his mask.

"Oh that's it, you're…y-you're…" The stallion suddenly felt all woozy before he dropped to the floor.

"Is…is he…" Sweetie Belle was going to ask.

"No, he's not dead!" The colt told her. "My venom only stunned him." The group then heard police sirens outside as Spider-Mane looked at the two.

“And that would be the police we just called." He mentioned with a proud tone. Later the police got the stallions out of the webs and had them hoof cuffed while the one that the colt bit was put on a stretcher with some cuffs on his hooves.

“Thanks for calling, Spider-Mane.” The police officer said to him and the colt. “You and your sidekick really saved two mares lives if you weren’t there.”

"Hey, all in a day's work." Spider-Mane mentioned as he was looking at a camera before Rarity walked up to him.

"Um, I really appreciate you saving me and my little sister.” Rarity told him. “If there's any way I can thank you, perhaps I can make you both better costumes?"

"That would be nice, because I don't know if I like copying my mentor's look." Spider-Colt mentioned as he looked down at his suit.

"Thanks miss, but we don't do this for glory and stuff." Spider-Mane told her as he put the camera away. "We do this because it's the right thing to do."

"Hey, if you got a minute we got trouble happening downtown." One of the police officers told him. "Looks like Shocker is at it again."

"Really, doesn't Herman ever learn?" Spider-Mane asked as he shook his head. "Okay I'm on it."

"Can I come too?" Spider-Colt asked.

"Hey, we talked about this." Spider-Mane told him. "Ponies like Shocker are like a top tire bad guys and stuff. You're going to have to deal with lower level bad guys before you can handle him."

“Aw, but when will I get into the big leagues?” Spider-Colt asked with a sad expression. "And also a couple of web shooters?"

"When we get done with more training." Spider-Mane replied as he patted his head. “Now you head home and see the surprise I got for you after talking to the Fantastic Four."

“Wait, a surprise?” Spider-Colt asked excitedly as Spider-Mane nodded before he then gave an exciting laughter. “Oh, I wonder what it is?! I better get home and find out!” He quickly ran up the wall and showed acrobatics as he jumped from building to building.

"I'll see ya around." Spider-Mane told Rarity and Sweetie Belle as he was about to go off.

"Wait, at least tell me who you are." Rarity asked him.

"Come on, you know who I am.” He replied. "I'm your friendly neighborhood Spider-Mane!" He then shot a web line and started swinging away.

"Oh my goodness, you almost got killed by a bunch of bad stallions?” Fluttershy asked in concern after hearing her story.

"Yes, and if it weren't for him, I would have been dead and Sweetie Belle would have been scarred for life." Rarity mentioned. "But then a week later, The Daily Bugle newspaper said that Spider-Mane was responsible even though he saved my life!” She added.

“What?! From what you told us, that wasn’t true at all!” Rainbow exclaimed. “This is fraud news!”

“A lie in paper.” Applejack added with a look.

“I know. Which is unnerve of them to even publish something like this.” Rarity said with a frown. “I mean, who’s idea was it to post something so, rude?”

“Well, let’s be glad that the Daily Bugle went under new management since then.” Twilight said with a smile. “Because recently, it’s showing real news of Spider-Mane and his sidekick saving lives.”

"Yeah, and let's be glad that they're still around to do great things.” Flash mentioned before he looked at Twilight. "By the way, why are we heading towards a lab?"

“Because I want to see how Dr. Octavius is doing with his work." Twilight replied with a smile. "The stallion is a genius and he wants to help the world. Like giving ponies some robotic prosthetics."

"Ooohhh! Having a robot hoof sounds fun!" Pinkie Pie said excitedly.

“Eh, I perfer real limbs.” Applejack said with a shrug.

“AJ, with these kinds of prosthetics, ponies without hooves could move or walk again.” Twilight said with an exciting smile. “It will be like you never lost them in the first place!”

"Whatever you say, egg-head." Rainbow replied as they entered a building with a sign that said 'Octavius Industries', unaware of Spider-Mane landing on the roof of the building.

The group soon entered a lab before they looked in awe at a dark green unicorn stallion in the corner of the lab having wires connected to his back while standing next to a robotic hoof. They saw that every time he moved his left hoof, the robotic hoof moved too. “Hello, Dr. Octavius?” Twilight asked as the stallion turned to her.

“Oh, Princess Twilight.” Octavius said when he saw the group. “I am so glad you could come. And I see you have brought friends with you.” He said with a smile.

“Yes. These are my friends, Rainbow Dash, Rarity, Applejack, Fluttershy, Pinkie Pie, Spike, and my coltfriend, Flash.” Twilight introduced as they all waved.

“Nice to meet you, sir.” Flash said with a smile.

"I'm here! I'm here!" They heard a stallion's voice called out before the door opened to reveal Peter wearing a lab coat. “I’m sorry I’m late!” He apologized before he notice Dr. Octavius moving the robotic hoof. “Whoa! You started without me--”

“The grant committee’s director will be here soon.” Dr. Octavius said with a small smile as he saw Peter’s concerned look. “It’s fine, Parker. I invented this equipment. I can handle it.” He assured him.

"Hey Pete…" Twilight spoke up as she was surprised to see a familiar face.

"Twilight… I uh…" Peter tried to reply before a red light blurred to get his attention. “Power dampers." He rushed to a computer and started typing something in before he looked concerned. "Maybe we should abort!"

“Not yet--” Dr. Octavius said as he tried to unstrap himself before more sparks lit up and he was then shock by the wires atached to him.

“Dr. O!” Rainbow yelled.

“Hold on!” Peter called as he quickly hit the off button and the power went down as he unhooked Dr. Octavius from his straps as the stallion fell to his knees. “Dr. Ocavius! Are you okay?” He asked in concern.

“Another set back.” Dr. Octavius assured him as Peter helped him up. "But we're close…"

"Are you sure you're okay?" Fluttershy asked before a bunch of ponies entered the room and the unicorn mare saw the amount of smoke in the room before she looked at the two scientists.

“Is anypony hurt?” The mare questioned them.

“No. It-It was all my fault--” Peter tried to defend Octavius before his boss steps forward.

“The energy levels exceeded our expectations.” Dr. Octavius explained before he gave a small smile. “From a certain viewpoint, that’s a very positive development.” He said optimistically.

“It doesn’t smell very positive.” The Committee mare said with a look.

“I assure you, in the next phase--” Dr. Octavius tried to say.

“Let’s not get ahead of ourselves.” The mare cut him off as Flash steps in.

“Hey, cut him some slack.” Flash said in defense. “There’s a reason why it’s called testing. You know, trial and error until success.”

“He’s right. Everything has trials and errors.” Twilight said in agreement. “You know, every genius has their flaws until they get it right.” The committee mare then let out a cough before she waved her hoof to clear out a bit of smoke.

“Is there somewhere else we can discuss this?” The committee mare questioned as Dr. Octavius turned to the others.

“Maybe you should take the rest of the day off, Peter.” Dr. Octavius said to his assistant.

“But--” Peter tried to say.

“We’ll talk later.” Dr. Octavius said before looking at Twilight and her friends. “And so sorry you all have to come here to see this.”

“Hey, it’s no big deal. We’re just glad you’re alright.” Applejack assured him.

“But, from what we saw, it was a pretty good testing there, aside from the sparks that is.” Twilight said with a sheepish look.

“Thank you, Princess. I really appreciated it.” Dr. Octavius said with a smile before him and the Committee group walked into his office while the others watched.

“That was a disaster.” Peter said in guilt before he looked at the robotic hoof. “How could the dampener have failed? I'm going to take a look and see what went wrong.” he walked over to the robotic hoof and saw that it barely rotated when he moved the controls. “Oh boy, this guy is in bad shape."

"You think a circuit went loose or something?” Rainbow asked while scratching her head.

“Don’t know. Let’s find out.” Peter then picked up a tablet as he looked at the schematics. "By the way, great to see you again, Twilight."

"You two know each other?" Flash asked Twilight as Peter was at work fixing the robotic hoof.

"He used to go to Celestia's School when we were foals, but he moved away with his aunt and uncle.” Twilight replied. "Which I have to admit, he's really smart. Whenever I got an answer, he quickly jumped in and corrected it and then the two of us would spend like almost the entire period correcting each other."

“So you two were two eggheads in the whole school?” Rainbow asked with a smirk. “Heh, great. Another one that speaks geek.” She joked with a chuckle.

“You never told us about him before now, Twilight.” Fluttershy said in surprise. “How come you never mention him?”

“It was a long time ago and we haven’t kept in touch since.” Twilight said before she gave a frown. “But we did write to each other, but when I got a letter of how his uncle died, it really crushed him and I haven’t heard from him since.”

"I'm sorry to hear that.” Applejack spoke up as she looked at Peter when he was finished. “I kind of know how you feel when I lost my parents."

“Sorry to hear that. But, thanks for your sympathy.” Peter said with a small smile before he put the tablet down. “Now, let’s see if that worked.” He said as he then grabbed the controls to the robotic hoof and it started moving properly now. “Good as new.” He said with a smile.

“Awesome." Flash commented before placing a hoof on Peter's shoulder. “You're a real genius but why were you late on coming?"

“I was uh… lost in traffic.” Peter said naturally. “I saw that Spider-Mane and Spider-Colt were heading towards Fisk’s tower and the streets were filled with police so I couldn’t get here on time when the bus was held up.”

"Huh, I guess that makes sense." Flash replied.

"Now that I think about it, Dr Octavius wanted me to look over some material for the prosthetics. I should be looking into it since I have time." Peter mentioned before walking over to his side of the lab. “You know, if I was still a photographer for the Daily Bugle, I would have gotten a nice picture of what happened."

“You worked at The Daily Bugle?" Twilight asked in surprise.

"Yeah, after my uncle… I wanted to help my aunt pay the mortgage." Peter mentioned. "So, a few years back, I took a gob as a freelancer of sending photos of Spider-Mane. The boss, Triple J, wanted a picture of him so I thought why not get him some pictures. But then he started making Spider-Mane look like a menace because he thinks he is one. Then after he printed a newspaper saying that Spider-Mane electrocuted a few police officers to death even though it was Electro who did it, it was the final straw and I quit." He explained while giving a frown.

“Wow. That must’ve been a tough job.” Spike commented. “I’m glad you quit when you did.”

“I was just surprised it took me that long to quit.” Peter said with a shrug. “But, it took some time but I got a job where my skills are much more needed.” He said with a smile while gesturing to the lab.

“That’s great to hear, darling.” Rarity said with a small smile. “Going to a better job where your talents are most needed is more effective.”

"Thanks." Peter replied before he looked at something through a microscope. “Doc was testing a new contact material for the prosthetic.”

“What kind of material is that?” Twilight asked.

“Checking now.” Peter said as he start analyzing the material on the monitor after it scanned it. “It’s Hydrogel/Polymer composite.”

“Hydrogel/Polymer?” Twilight asked in surprise as she rubbed her chin. “That material is strong, but there’s usually a lot of impedance.”

“You’re right, Twilight.” Peter said in agreement. “I better tell Doc to keep looking for other materials when I can.” He stated before he stood up. “Alright. I should get out of here before I screw things up for Doc even more.”

"Yeah, you girls head back to F.E.A.S.T. while me and Flash head to the police station to talk to Officer Shimmer about Fisk." Twilight told them.

"Oh hey, Aunt May is there." Peter mentioned with a smile. "You should say hi to her when you see her. She's a pegasus with a brown coat and a white mane. Also, we have our first test subject for the prosthetic tomorrow. Spear Lance, he lost his hoof overseas and now he just wants to hug his daughter. You all should come by and see how it works."

"Thanks, we will." Applejack replied as the group left the lab, but Rarity didn't notice that she left her saddle bag on a table nearby.

After the group split up, Flash and Twilight are walking to the police station. “You know, it was great to see Peter again.” Twilight said with a small smile. “Even after all this time, he’s still the same colt I remember. And I’m surprised how well he’s been doing over the years.”

“From seeing him, I’m surprised you two still answer each other’s smarts in solving problems and finding solutions.” Flash commented with chuckles.

“I guess even after all this time, he kept his thinking going.” Twilight said in amusement. "I even have to admit, I kind of had a crush on him before I met you. But like I said, it was before I meant you and everything!" She quickly said as Flash gave a small laugh.

“Ah, everypony got their old foalhood crushes. And no surprise you had a crush on Peter.” Flash said with a small smile. “I mean, from just seeing you two together, it was pretty easy to tell.”

“Yeah. I guess it does.” Twilight said before they made it to the entrance of the police station, but before they could go in, Twilight saw something above them as her eyes widened. “Flash, look!” She called as Flash turned and looked up as they saw Spider-Mane and Spider-Colt swinging up to the top of the station. “That must be Spider-Mane and Spider-Colt!” She excitedly said.

“Oh hey, nice to meet you again." Spider-Mane greeted.

“What are you both doing here?" Flash asked before Captain Shimmer came through the door and walked out to the railing.

"She's why." Spider-Colt whispered to them before he looked at Shimmer. "Now that you quit smoking, what do you tell ponies when you come up here?"

“That I need a break from their crap.” Shimmer said in amusement as she ate some gum.

“Fair enough.” Spider-Mane shrugged after he and Spider-Colt flipped over to the railing. “So why did you call us here? Need a date to the policeponies' ball?"

"You got it black and white suit?" Shimmer questioned with a brow.

Spider-Mane was cut off by this as Spider-Cold, Flash, and Twilight chuckled. “Seriously?” Flash asked.

“No ball this year anyway.” Shimmer said with a smile. “We spent too much integrating Oscorp’s surveillance tech.”

“You mean those new tech that can show signs of crime in any area of the city?” Twilight asked in surprise.

“Yep. State of the art.” Shimmer confirmed.

“Worth it though, right?” Spider-Mane asked.

“It was… until an hour ago.” Shimmer said with a frown, which made the group surprise. “The whole system went down. Citywide. Every tower.” She explained while looking out to the city.

“Wait, the whole city surveillance went dead? Just like that?” Spider-Colt asked in surprise. "You think it was an inside job?”

"Maybe, but we'll figure it out later.” Shimmer replied. “Right now we need to get those towels back online."

"And you called us? Aw, I'm flattered." Spider-Mane said.

"I called a couple of ponies I can trust." Shimmer corrected.

“Wait, so you three have been working together?” Twilight asked in surprise. “For how long?”

“For a couple of years.” Shimmer said with a smile. “We worked together to bring down the touch ponies that we officers can’t handle. And right now, I need their help. Plus the signals are scrambled and we have no idea how to fix it.” She said as she then walked to the door.

“Oooh!” Spider-Mane said as he and Spider-Colt flipped to the floor. “I love a challenge.”

“You break it, you buy it.” Shimmer quickly said to the two spiders.

“We thought you trusted us!” Spider-Colt called as Shimmer gave a smirk as she entered the stairway.

“Well, that was interesting.” Flash commented while looking at the two spider heroes. “So, you think Fisk went to Rikers by now?"

"We asked Shimmer that, and she said he was too good for it and ended up in the Raft instead." Spider-Colt told them as Spider-Mane went up to the tower and pulled out a small device.

“Yikes. The Raft is the most secure and isolated detention center in Manehattan. Close to Tarturas, but still tough.” Twilight said in surprise. “Not to mention most of Spider-Mane’s villains are locked up there.”

“The toughest ones.” Spider-Colt added. “It was a tough battle with Fisk, but we succeeded. Well, mostly Spider-Mane since he knew him, but I did help assist.” He said while looking at his mentor fixing the tower.

"And done." Spider-Mane said before he got a call from Shimmer.

“We just have a tower come back online, was that you?” Shimmer asked.

“Not just a pretty mask, huh?” Spider-Mane asked in amusement.

“Whatever you both did, any chance you could do it to the other towers?” Shimmer asked them.

"Sure. But I should let you know that I had to sync up with the tower to make it work and now I'm seeing some crime happening around, I think that's a breaking happening near us." Spider-Mane informed her.

“Great. I’ve got units nearby.” Shimmer said.

“Don’t bother, me and Spider-Colt are on it.” Spider-Mane said as he ended the call and turned to his sidekick. “Okay, buddy, we got a crime nearby.”

“Great. Let’s go and see if we can teach them a lesson.” Spider-Colt said before Spider-Mane stopped him.

“After that, I need you to go and get as many towers around the city back online.” Spider-Mane said to him before the two web-swings to stop the crime.

"Huh, looks like he's smart just as he's strong.” Flash commented to Twilight.

“And pretty quick on machines.” Twilight said in surprise. “No wonder he’s one of the greatest heroes in Manehattan.”

"And apparently the former CEO of The Daily Bugle thinks otherwise." Flash mentioned as he gestured to a billboard that says 'Just The Facts, with J.J.J.' with a picture of a stallion on it. "That must be Peter's former boss. Looks like he stopped working in the bugle and started his own podcast?"

“Seriously? Doesn’t he ever stop?” Twilight questioned in annoyance. “I bet it’s about Spider-Mane being a menace, which he’s not.”

“From the old newspapers, I don’t think he’ll ever stop.” Flash said with annoyance. “I’m just glad Peter isn’t his editor or prodcaster to him. Or he would’ve snapped.”

"But now it got me curious about what he thinks about the Fisk takedown." Twilight mentioned as she pulled out a phone and pulled up Just The Facts before playing the new episode.

"This is ‘Just The Facts with J. Jonah Jameson’, where listeners like you discuss the issues affecting our city with Pulitzer Prize winning--” The stallion voice started.

“Two times!” Jameson’s voice called out.

“Two-time Pulitzer Prize winning former publisher of the Daily Bluge.” The stallion continued.

“Hey, plug the book!” Jameson interrupted again.

“And as always, if you order Mr. Jameson’s book, Spider-Mane: Threat or Menace, within 24 hours of our broadcast, you’ll get an autographed copy at no extra charge.” The stallion added.

“No personalizations! Don’t ask, not gonna get it!” Jameson exclaimed.

"Wow, what a deal." Flash said sarcastically before Jameson continued.

"Welcome to Just The Facts, with J. Jonah Jameson, alerting you to the threats you don’t even know about. Let’s dive right into the calls. Speak!” Jameson exclaimed.

“Okay, so, not for nothing, you gotta give Spider-Mane and Spider-Colt respect for taking down Wilson Fisk, right?” A stallion called. “I mean, one less mob boss is good for everypony.”

“Is that right? Tell me, are you a police officer? Prosecutor? Maybe an award-winning reporter with decades on the job like me?” Jameson questioned.

"Well no, I'm a plumber."

“Oh, good. Then fix my toilet and SHUT UP!” Jameson yelled. “Let me explain something to you about crime bosses. Soon as one goes down, every punk with a gun, a tracksuit, and a drawler full of gold chains decides he’s the next Godfather. We’re gonna have a gang war in the streets. But does the web-headed morons give a damn? Of course no. They’re on TV, that’s what counts. Ha!”

"Wow, you don't have to be Peter not to work with some pony who yells that loud." Twilight whispered to Flash as he chuckled in response.

“Yeah, well, I can get copper pipe without paying kickbacks now. So until that gang war starts, I’m on the web-headeds’ side.” The stallion said, which caused Flash and Twilight to smile.

“And you’ll be singing a different tune when three new mobs are lining up to charge you triple for that same pipe… or break your hooves! GOODBYE!” Jameson called as he ended his broadcast.

“Okay, seriously, that dude really needs to see a therapist.” Flash said in annoyance. “You know, if he ever makes a broadcast with us in his show, I'd rather shut his mouth.”

"Yeah, but right now let's just head back to F.E.A.S.T. and see how the children are doing." Twilight mentioned before the two started to head towards the F.E.A.S.T. center. But along the way, they ran into their friends as they looked like they were heading back to Dr. Octavius's lab. "Girls, what are you doing?"

"I just realized I left my saddle bag back at the lab by accident." Rarity mentioned.

“Seriously? You really need to keep a tighter leash on your bags.” Flash said.

“Right?” Rainbow asked as Rarity gave a huff. “But are we sure that Otto would be there? What if he closed up for the day?”

"I'm sure Otto won't mind if we go there." Twilight mentioned with a smile before the group headed towards the lab. As soon as they came up to the front entrance, they saw Dr. Octavius with a bag full of Chinese food come up to them. “Dr. Octavius?” She asked in surprise.

“Oh, Twilight Sparkle. You’re back so soon.” Octavius said with a smile. “What are you doing back here?”

“We can say the same about you.” Spike said.

“Oh, I just got back from getting Chinese food.” Octavius said while showing his bag. “I was gonna eat dinner and lock up for the night.”

"Well, we just came by because our friend Rarity left her saddle back here." Twilight explained.

“Ah. I see. Well then, come on in.” Octavius told them as they walked inside. As soon as they entered the lab and Rarity found her saddlebag, they saw Peter was in his room section. “Parker!”

“Peter?” Twilight asked in surprise as Peter got started and turned to them.

“Guys! I--ah… watcha got there, boss? And what are the rest of you doing here?” Peter asked nervously before he quickly moved whatever he was hiding behind him to the side so they couldn't see.

“Chinese.” Octavius said with a smile.

“We came because I forgot my bag.” Rarity said as she walked up next to Peter and brought up her bag.

"We didn't know you be--" Flash stopped when he realized Peter was hiding something behind him. "What's that behind you?"

“Uh, just a side project.” Peter said nervously before Rainbow quickly flew behind him and grabbed whatever he was hiding.

"Hey, this is the suit Spider-Mane wore, why do you have it?” Rainbow questioned as Peter looked very nervous. Dr. Octavius looked at it for a moment before a look of realization appeared on his face.

"Of course…it's you." He said while the rest just looked confused.

“I uh… I-I don’t know what you’re…” Peter stammered.

“Oh, come on, Parker. It’s obvious.” Octavius said.

“L-Let me explain.” Peter said.

“I only wish you’d told me sooner.” Octavius added.

“I wanted to.” Peter said in defeat, seeing that his secret is exposed. “But I was afraid that if word got out, my family might be in danger.”

"Wait…are you…and Spider-Mane…?" Flash asked as he slowly pieced it together.

"Well, put yourself in his horseshoes and you would protect a secret like that if you designed both Spider-Mane and Spider-Colt's equipment." Octavius told the group.

“Yeah.” Peter said before he realized what Octavius just said. “I mean… Yeah!” He said with a smile.

“Don’t worry, you’re secret’s safe with us.” Octavius said before he turned the group. “Right, ponies?”

“Uh, yeah…” Twilight said slowly, seeing that Octavius thought Peter was supplying the spider heroes' equipments but not the real truth.

“Well, I’ll leave you to it, Peter.” Octavius said as he took his Chinese food and walked out of the lap while the Mane Six, Spike, and Flash turned to Peter in shock.

“You’re Spider-Mane?!” Pinkie asked in shock and amazement before Peter quickly shot a web from his horn to cover her mouth.

“Please keep it down." He whispered harshly.

“I-I can’t believe!” Twilight whispered in shock. “My foalhood friend, is Spider-Mane?! When?! Where?! How!?” She asked in complete shock.

"It…it happened when I was in Midtown High here." Peter explained as he closed the door to the room. "We went on a field trip to an Oscorp lab and they were doing some experiments with spiders. One of them got out and bit me. And I guess you can tell how that turned out."

“So wait, a spider bit you and you gained spider powers?” Rainbow asked in shock. “That’s weird.”

“But awesome at the same time!” Spike exclaimed in excitement. “Every superhero gains their powers from weird accidents! Like following into nuclear waste, an experiment gone bad, or a meteor crashed down and gave them abilities!” He listed out.

"Well no, it just gave me powers of a spider." Peter replied. "The strength, agility, a sixth sense for danger, and being able to shoot webs from my horn but not very well, hence the web shooters. At first, I wanted to use these abilities to get rich fast so I started out as a masked wrestler but I called myself the Spider. It was great at first, but after winning a cage match and only getting 100 bits, the guy who owned the wrestling place got robbed and I let the robber getaway instead of stopping him. I told him what he told me when I needed the money, 'I forgot the part where that's my problem.'"

“My word, what a scam, and also, that was rude, Mr. Parker.” Rarity said with a disappointed look.

"I know, but then I saw my uncle was laying on the ground with a bullet hole in him when I left the wrestling match." Peter continued with a sad tone. "I was so mad that I hunted down the guy who killed my uncle and I wanted payback so badly, but I found out the guy who killed my uncle was the same guy I let get away. I wanted to end his life so badly but I remembered some words my uncle told me, with great power comes great responsibility. So I webbed up the gut and let the police take him away."

The others all looked at Peter in slight amazement and sadness for telling his origin story as Twilight went up to her foalhood friend and gave him a comforting hug. “Oh, Peter. I’m so sorry. It must’ve been hard for you.” She said in sympathy.

"Yeah… and ever since then, I've been helping the ponies and creatures of the city as Spider-Mane." Peter replied. "I promise to never stop helping others, no matter how big or small it is."

"Like how you helped me a couple of years ago." Rarity mentioned with a smile before she remembered something. “Well since you are the one who saved my life, and your suit obviously needs repairing, I brought my sketchbook of some suit designs in case I ever ran into you again as thanks for saving my life." She opened her saddle bag and levitated her sketchbook out before giving it to him.

“You kept a sketchbook of what design my suit should be a couple of years back?” Peter asked in surprise.

"Yes, because like I said before it's a bit tacky and I thought it could use a bit of a touchup." Rarity replied with a sheepish smile. Peter let out a scoff at that before he opened the sketchbook to see what kind of designs she came up with. He looked intrigued at some of the designs before he stopped at one that caught his interest.

“White spider, huh?” Peter asked in thought while checking the designs. “These are actually pretty good details, Rarity. Thanks.” He said with a smile.

"Need some help with it?" Twilight asked with a smile. "Call it thank you for saving one of my students."

“Well, sure.” Peter said with a smile. “It would be nice to get some help. It can be a hassle making my gears from time to time.”

"All the more reason to let us help." Flash mentioned with a smile.

"Let's get to work.” Peter replied as they all nodded and started working on his new suit. As he showed them how the tech in his suit works, he also explained how he connects his tech to his suit while making some adjustments and improvements after what he’s been up to lately. He even told them some stories about how he worked with other superheroes like The Avengers and his epic battles with other villains. After a bit of hours of working, the new suit was completed and ready for its debut. "That should do it."

"I guess you're going outside to try it out?" Twilight said as he went to put on his new suit. "I guess so."

Soon he walked out as the lower part of a suit was mostly blue as he was adjusting his web shooters before he jumped up onto the roof and flipped over before shooting a web line to a nearby building. He kept running as he jumped and skidded down the roof before he whip-lash through some crowds.

“Excuse me! Late for work!” Spider-Mane exclaimed as he twirled around before his full suit was revealed as his waist was red with his chest and part of his arms, but he had a white spider logo on his front part and back and some white details on his arms as he swung down. “Coming through!” He said to the crowd.

“Looking good, Spidey!” A mare called with a smile.

“Hellooo, Manehattan!” Spider-Mane exclaimed as he swung more webs and went further up. “New suit! Same old me!” He called out as he kept swinging through the city.

"Hey Pet!" Spider-Colt called out as he swung by. "Awesome new suit! Finished up with all the surveillance towers! They’re back online!”

“That’s good to hear, buddy!” Peter called with a smile under his mask as they kept swinging before a call from Shimmer came through.

“Spider-Mane, I think I figured out how Fisk’s men are keeping his rackets running.” Shimmer spoke up. “Construction sites.”

“Wasn’t that shut down when he was arrested?” Spider-Mane questioned.

“No. It’s one of his legitimate businesses… multiple investors. We can’t act without cause.” Shimmer explained.

“But now you got that, right?” Spider-Colt asked next.

“That’s why I’m hoping you two can keep an eye on the locations, tell me if you two see anything suspicious.” Shimmer instructed.

“You got it. We’ll be your nosy neighborhood Spiders,” Spider-Mane said as he ended the call. “Well, it looks like we have a busy time ahead.”

“You said it, Pete.” Spider-Colt said before he thought of something. “By the way, how did you score the new suit? It must’ve taken some pretty tough designing to get it done.”

“Oh, I have a little help to thank.” Spider-Mane said with a smile. “Now let’s move. We got Fisk’s goons to clean up.” He said as Spider-Colt nodded and they swung by to the nearest construction sight as they web swung to a construction site before landing on a steel beam. But they landed, his phone vibrated and he got a text from Octavius. "Huh, I just got a message from Doc." He opened the message and saw blueprints for a spider Gadget.

“What is it?” Spider-Colt asked.

“He attached an idea for a Spidey-Gadget. Man, does he ever stop inventing?” Spider-Mane asked in amusement before seeing a component for his web shooters. “Hey, he made plans for an upgrade to our web shooters. Impact Webs.”

"Now those sound like they can come in handy." Spider-Colt mentioned. "You still got that 3D printer built-in on our web shooters?"

“I sure do.” Spider-Mane nodded as he then activated his device and did just that. “There. I made two pairs. One for each of us.” He said as he tossed two to Spider-Colt. “With these, we can stick enemies to walls without shooting more webs at them.”

“Sweet. Saves enough webs and time.” Spider-Colt said with a smile before the two of them got to work.

Meanwhile, the Mane Six, Flash, and Spike exited the lab and walked down the street back to the center. “Peter Parker. My foalhood friend is a superhero?” Twilight repeated in disbelief. “I still can’t believe it.”

"But can you imagine if I had powers the length of his?" Rainbow questioned with an excited tone. "I'd be 20% more awesome and cooler than I am!"

“You’re already a hero to Equestria, Rainbow.” Applejack said dully.

“Yeah, but, he got special powers!” Rainbow pointed out.

“Well, I think it’s nice that he’s using his powers to help others.” Fluttershy said with a small smile.

“Though I do feel bad for what he gone through after becoming Spider-Mane, according to the old news.” Rarity said in concern.

"Oh that reminds me, we have to get the cake for the party!" Pinkie spoke up excitedly.

“Oh, right! The party!” Twilight said in realization as they all entered the center. “Let’s hope May Parker doesn’t see it. Keep it hidden Pinkie.” She said.

“Okie-dokie!” Pinkie called as she hid the cake in her mane as they entered the center as they saw many homeless creatures around the area.

“Mr. Yang should be in the kitchen prepping up the part.” Flash said to them. “We should head there.”

“Agreed.” They then walked through the gym where they saw many beds, sleeping bags, tables, chairs, and homeless creatures around as they looked around in sympathy.

“Wow. Manehattan sure does have a lot of homeless.” Spike said in a sad tone.

“Well, Manehattan maybe a heck of a town, but even it has its flaws.” Flash said to them.

“Well, I’m glad there’s a center where the homeless go for food and shelter and are willing to have a second chance in life to start again.” Twilight said with a small smile.

“Well, let’s head to the kitchen fast. May Parker might come soon.” Applejack said as they entered the kitchen and saw a stallion wearing a white coat with black mane and white fur while wearing a suit as he stacked some boxes.

“I see that Peter’s friends have arrived.” The stallion said with a smile before Peter came rushing in through the kitchen with a light brown colt wearing a spider-like backpack behind him.

“Mr. Yang! I’m so sorry we’re late.” Peter apologized. "I was picking Buddy up from school."

“It was a rough day, for sure.” Buddy said with a tired sigh.

“Don’t worry. You’re all right on time.” Yang said with an assuring smile while seeing May Parker checking the supplies behind them. “Just keep her distracted while we get everything ready.” He whispered.

"I'll help." Twilight whispered. "It's been so long since I saw May." She said.

“Can that be a two-fer for old friends?” Peter asked with a small smile.

“Sure.” Twilight said with a smile as she and Peter walked up to May.

“Hey, there’s my favorite aunt.” Peter said with a smile.

“Peter, what a nice surprise.” May said with a warm smile.

“You like surprises, look who’s here.” Peter said as he moved aside to show Twilight.

“Hello, Mrs. Parker.” Twilight greeted with a small smile.

May smiled widely. “Twilight Sparkle! Oh, I haven’t seen you since you and Peter were foals!” She said as she walked up to her and she gave Twilight a hug, which she returned before they broke up. “I hardly recognize you. You’re so tall. And you’re an Alicorn princess.” She said with a smile. “So how’s you’ve been?”

"Oh you know, been busy!" Peter said with a casual smile as she kept her from seeing what was going on behind her. “So, need some help?”

“Uh, yeah, sure.” May said with a smile. “Oh, there are some heavy boxes in--” She brought out her clipboard as she was about to see the others setting up the party before Twilight stopped her.

"No, he means if you need any help here!" She quickly said as she flared up her wings.

“Well, just some things that need to be stack.” May said in confusion by her expression.

Peter sighed as he spoke. ”Look, we just wanted to talk.” He said.

"Mare troubles?" May asked with a brow.

"What? No, no mare troubles…" Peter replied with a slight chuckle.

"Oh wish you and MJ were still together, Peter." May mentioned. “She’s a great mare.”

“She is.” Peter said with a warm smile.

“Wait, who's MJ and why did you wish they were together?” Twilight asked in confusion.

“Oh, right. You weren’t there.” May said with a smile. “MJ used to be Peter’s marefriend during high school. Peter had been thinking about her for a long time. They’ve gone through many dates, but then a couple of years ago, they broke up due to some accident.”

“E-Eh, wasn’t by choice. But, yeah.” Peter said with a sheepish smile while scratching his head.

"You know, you two would have made beautiful babie--"

"Wow!" Peter shouted and interrupted his aunt. “Uh…”

“Peter. What is it?” May asked his nephew in concern as she sat down. “Come on. You can tell me.”

Peter stood silent for a moment before he spoke. “These past few years, you helping me through college and working here, sacrificing so much, and asking for nothing.” He started with a small smile.

"And he told me about what happened to your husband and you are a very strong mare if you're willing to do so much for him and for others.” Twilight added before they saw Mr. Yang, the rest of the Mane Six, the Young Six, Flash, Spike, and a few other creatures walk up to them with a cake and smiles on their faces.

“We just wish there’s ponies like you in the world.” Peter said with a smile.

“They’re right.” Yang said to May with a smile as she turned to them and was surprised by the set up. “Five years, you walked in here and told me you were inspired by my mission to help others. Now it’s ‘you’ who inspires me.” He told her. “Thank you, May. For everything. Here’s to many more years of service!” He called as they all started clapping for May Parker.

A few moments later, every creature had a slice of cake while Buddy was getting to know the Young Six while Peter walked up to Mr. Yang. "Gotta say, we really pulled it off huh." He mentioned with a smile.

“Oh,we did. Though I wish we can do more.” Yang mentioned.

“Well, May’s always told me, ‘If you help someone--’” Peter started.

“You help everyone.” Yang finished with a chuckle. “Ah, maybe we should send May to City Hall to have a word with the mayor." Peter then got an alert on his phone which made him look over to Buddy and gestured to follow.

“Oh, gotta run.” Peter said him. “Thanks again for the party and everything. It’s really means alot.” He said as he went up to Buddy and they walked out to the exit while the other watches.

“Is it his job again?” May asked with a small smile.

“You know, Peter, Mrs. Parker. He is an odd duck.” Twilight said with a small smile as May chuckled.

“That is true.” May agreed before patting Twilight on the back. “It’s great seeing you again, Twilight. And it’s nice to see you have friends of your own as well.” She said warmly.

“Well, I’m not that Twilight with no friends anymore. Time can change a pony. Literally.” Twilight said while gesturing to her wings with a chuckle, which May giggled.

Meanwhile, both Spider-Mane and Spider-Colt were swinging through the city as Spider-Mane got a voicemail from Shimmer. "Wonder what she called about." Spider-Colt said before Spider-Mane play back the voicemail.

“Hey. Silent alarm at the auction house holding Fisk’s estate sale just tripped.” Shimmer spoke up. “Could you two check it out? Quietly? I don’t want to make a scene if it’s nothing…” She finished before the call ended.

“Fisk estate sale. Sounds fun.” Spider-Mane quipped.

“You’re tell me. I wonder what the Kingpin had hiden in his closets after all this time.” Spider-Colt wondered as they kept swinging.

The two of them soon reached the building before landing on the rooftop. "Shimmer said to do this quietly, which means we go in stealthy." Spider-Mane said before opening up an air vent. "After you."

"You're too kind." Spider-Colt replied before jumping down as Spider-Mane followed behind and closed the van behind him.

The two of them crawled around before they noticed a bunch of stallions wearing some sort of black and white demon masks were below and they were holding a mare at gunpoint. "I will ask you one last time, where is the file?" One of the stallions questioned her.

“There’s sompony else here, they must have taken it!” The mare franctically said.

“Those masks, who are these guys?” Spider-Colt questioned.

“I don’t know. I never seen them before.” Spider-Mane whispered as they kept watching.

“There’s no one here but us.” The stallion said as he picked up the mare. “We will find the file. Or you will die.” He threatened as he aimed his gun at the mare and pushed her forward.

“This is bad. They’ll kill her if we alert them.” Spider-Mane whispered.

"So, we do this stealthily like planned?" Spider-Colt whispered as they crawled through the vents.

"Stealthy like planned." Spider-Mane replied before he called Shimmer. "Shimmer, that silent alarm was legit. Masked gunstallions and a signle hostage.” He informed.

“There’s a heist in progress going down.” Spider-Colt added.

“Copy that. Sending units your way. Keep the situation from getting worse in the meantime.” Shimmer informed.

“Can do.” Spider-Mane answered as he ended the call and the two Spider heroess came out of the vents and into the beams above the ceiling. “We gotta do this quietly. We don’t want them to alert the others.”

“Well, let’s web them up.” Spider-Colt said as the two spiders then sneakiestly webbed up a couple of goons on the floor or on the ceiling. “You know, they always get cozy when we web them up like that.” He joked.

“Yeah.” Spider-Mane said in agreement as they snuck into the ventaliations and looked down to see more goons. “We should web them from above.” He said as he quickly opened the hatch and pulled him to the vent and trapped him. “Okay, let’s go.” He said as he jumped down with Spider-Colt following.

"Whoa, careful." Spider-Colt whispered when they saw one around the corner. He then carefully walked up to the stallion before taking him down by tripping up his legs before webbing him up.

“Nice trick. You’re getting good at this.” Spider-Mane said with impress in his voice.

“Thanks. Years of training from watching you.” Spider-Colt said before they heard someone talking from behind the doors.

“Somepony’s coming. Let’s go.” Spider-Mane said as the two spiders went up the ceiling and into the ventilation as they crawled through. They then saw the hostage being escorted forward as a stallion pointed a gun at her.

“My patience is wearing thin.” The stallion from earlier spoke up.

“Somepony else is here, I swear! She must have the files!” The mare pleaded before gunshots were fired as the mare screamed.

“If they’re here, WHERE ARE THEY?!" The stallion demanded, sounding impatient.

"I don't! I swear to Celestia I don't know!" The mare cried out as both spiders knew they weren't going to have her as a hostage for long.

"We better hurry Pet, the bad guys are starting to get bad." Spider-Colt whispered as they made it to the other end of the vent and saw a couple of stallions in a storage area. “Wanna take them down at the same time?”

“Sounds fair.” Spider-Mane said with a shrug as the two shot webs and they took out the two goons at the same time. “Sweet dreams.” He said before he noticed something. “Hey, what is that?” He asked as he walked up and inspected it.

"It's a camera with a Spider-Mane strap on it." Spider-Colt answered as Spider-Mane instantly recognized it.

"This totally belongs to--"

"Don't move." They heard a stallion say as they put their hoods up and slowly turn around to face one of the masked stallions pointing a gun at them.

"Pal, if we had a bit for every 'don't move.'" Spider-Mane said before someone came up behind the stallion and knocked him out with a small statue. The stallion fell to the floor and the two saw an earth pony mare with a peach colored coat and red mane.

"Hey Peter, Buddy." She greeted them with a smile.

"MJ, what are you doing here?" Spider-Mane asked as his lenses widened in surprise to see her.

“Same as you two, working.” MJ said with a smile. “At least, I was.”

“Well, we found something that belongs to you.” Spider-Colt said as he took the camera from Spider-Mane and gave it to MJ.

“Yeah, thanks.” MJ said as she took her camera back.

“So, Robbie’s got you covering a break-in for the Bugle?” Spider-Mane asked.

“Well, Robbie doesn’t technically know I’m here.” MJ said with a small smile. “And it wasn’t a break in until a few minutes ago.”

“Let me guess, you infiltrated the auction, tricked the mare that you were sent by Fisk, invistated his auction items, and you ended up finding something you weren't supposed to find. Like say a file these guys are trying to find?" Spider-Colt told her.

"Right on the mark." MJ replied. "I was on my way to the exit when I saw the two of you."

"You could have gotten yourself killed." Spider-Mane told her.

"Says the stallion I just saved a few moments ago.” MJ replied as she went over to a crate and picked up the file. “Listen, whoever these mask guys are, they’re after this file. But, I’ll never get it out of here while the place is swarming with them.” She explained.

“Right, okay.” Spider-Mane said as he looked around while trying to think of a plan. “Umm, you hide back there, we take out the bad guys, you make a break when it’s clear.” He instructed.

“Sounds like a plan.” MJ said as she walked up to the spot Peter mentioned before she turned back to them with a small smile. “It’s good to see you two.”

“Yeah, you too.” Spider-Mane said. “Not exactly how I pictured us meeting again, though.” He said sheepishly.

“Funny. It’s exactly how I pictured it.” MJ said with a smile before she opened the door and entered through as the two stood there.

“Did she… change her perfume?” Spider-Mane asked his partner.

"Did she change her perfume?" Spider-Mane asked before Spider-Colt bumped his side.

"Focus, we have a job to do." He reminded him before they web-zipped right up to the ceiling and crawled over to the auction area.

A stallion spoke in a different language. “Yes! Alright. Of course.” The mare said nervously.

“We should clear these guys out before pushing forward.” Spider-Mane suggested.

“Yeah. Better with few then more.” Spider-Colt said as they sneakestly took out each stallions one by one and knocked them down while staying in the shadows.

“Okay, guys. I’m hidding near the front. Give the word and I’ll make a break for it.” MJ informed through their comms.

“Will do. How about that file? What’s in it that these guys want so bad?” Spider-Mane asked.

“Notes on something called ‘Devil's Breath’.” MJ explained. "A few years ago, Osborne asked Fisk to build a lab somewhere in the city just for it. And whatever it is, it really scared Fisk. He compared it to Pandora's Box."

“Yikes. Nothing else ever shook Fisk before.” Spider-Colt cringed. “Is there?” He asked.

“No. Not much ever shook him.” Spider-Mane said seriously. “We need to get you and that file out of here, MJ. Hang tight.” He said before he ended the call as the two of them took out a couple of more goons. "Almost done, just two more."

“No! Let me go!” MJ’s voice spoke up, which shocked the two spiders.

“MJ!” Spider-Mane said in worry.

“Look like she got caught.” Spider-Colt said in concern as they quickly opened the slide door before the goons took the files and aimed their weapons, but the Spider Heroes quickly shot their web lines right at the guns and yanked them out of their hooves. "We got them, go!" The two mares quickly ran to cover as one of the stallions had his hooves glowing before he tackled Spider-Colt. "Whoa! What's that stuff on their hooves?!"

“No idea! But I can tell they’re not all unicorns!” Spider-Mane called as he kicked the goon off Spider-Colt and helped him up as they kept fighting. “Are you guys, ghosts? We never fought a ghost before.”

Spider-Colt quickly kicked one of them in the head before jumping back to dodge one of their attacks. "Nah! Too hittable to be ghosts!" He pointed out. "I mean, we fought specters before! But it would have been so cool if they were ghosts!"

“I know, right, pal!” Spider-Mane called in agreement before the two spiders dodged them. “Well, that was something.” He commented.

“Nothing new.” Spider-Colt said as they quickly dodged and took out the goons until they were all down. “Well, that takes care of that.”

“And we did our daily cardio.” Spider-Mane said before he looked at one of the goons and picked up one of the sickles as energy started to flow onto the blade. He then slammed the blade into the ground which caused a pulse as the two spiders jumped back from it. ”Whoa. They don’t just have abilities, but their weapons are charged with this stuff.”

“Magic infused weapons?” Spider-Colt asked in surprise while thinking. “Well, it’s possible, but it's very hard to make.”

"I don't think it's magic at all!" Spider-Mane pointed out after taking out that goon and more came in. "Maybe it's some sort of energy!?"

“Well, let’s take them out so we can think it through while we’re not avoiding to get slice!” Spider-Colt said as he shot more webs and stuck the goons to the wall while Spider-Mane used his skills and knocked the rest back until they were all down as they took a breather. “Wow. Gotta give it to them, they’re tough.”

“Agreed.” Spider-Mane said as he walked up to the down goon and picked up the mask as he inspected it. “Hm. These look antique. I think I know somepony who can help track down where this came from--” He stopped when they heard police sirens.

"We have to deal with that for another time." Spider-Colt mentioned as the two of them made their way out of the building.

Later as the police were gathering up the goons, the mare walked up to MJ with an angry expression on her face. "I just talked to Cover Image, you are not the photographer he sent, you don't even work for a Heritage Arch!" She scolded her.

"Never said I." MJ replied before holding out her hoof. "Hi, Mary Jane, Daily Bugle news."

"I don't care who you are, you will not breathe a word about--"

"Question: what do you know about the folder these masked stallions stole?" MJ questioned as she held up her camera at the mare.

"I… I don't even…" The mare stuttered.

"And can you explain all the recent thefts this auction house holds with all its stolen goods?" MJ added with a smirk.

"Your editor will be hearing from our attorney!" The mare told MJ before walking away. MJ chuckled before she received a text message from Peter.

"Hey, you okay?"

"Yeah, I'm good." She replied as Peter sent another text.

"Good, maybe we can discuss what happened over dinner? How does Micks sound?"

"Micks? Are you really going to pretend the last six months never happened?" She asked herself before replying to his text.

"Sure. See ya they." She then put her phone away before she walked out of the auction house to meet up with Peter.