SPIDER-MAN: Broken Destiny

by Kapwnage

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Comedy, Other, Romance, Trixie, Octavia, Adventure, Discord, Princess Celestia, Crossover, Human
Length: 8567

The Amazing Spiderman meets discord, what could possibly go wrong?! (The 3rd Installment)

THIS IS A THREEQUL!

Six years away from Ponyville, Toxic frees Discord and they cause problems in Equestria. There only Spider-Man can stop the terror no, but what if hes not a man no longer? But a pony? Only Discord knows.

Published 2012-01-29 17:13:18 UTC
Last updated 2013-06-21 06:12:57 UTC

-Revised-

PLEASE CLICK AND WATCH FOR NEW TRAILER

The story has been redone, and so many of you have liked it! Thanks for the comments and support! :D
READ MY OTHER FICS!!!!

*Chapter One: The Amazing Undone Pt. 1

*Chapter One: The Amazing Undone Pt. 1

Cold, was this very night. Twilight slowly slid out of the library to enjoy a walk in the crisp, winter air. The frost from the Library window's showed a warm, glaring light beaming through. Spike, being upstairs, cuddled in his bed and quickly fell asleep. With a small click, the front door shut quietly. Twilight began towards town as her hooves muffed and scudded in the thick, layered snow. It invaded her warm leggings and moistened her fur, making the wind cause more awkward pain as it whistled ruffly on her skin. Already shivering, she increased to a slow trot towards town.

Arriving there shortly, she gazed around for a warm shop to browse around. Of course she would rather be wrapped around a book and a blanked in front of a fire, but nothing of the sorts would cloud her mind. All she wanted was some time to herself; to just relax and get out of the house; to think. Going out late seemed like a good idea. Her eyes became strained at the bright, glowing lights radiating from busy shops windows. Her stomach churned unsteady, of course it was around ten at night, and she had nothing better to do. A couple passed Twilight as she milled around the sidewalks of winter Ponyville. They giggled and laughed as they whispered at each other. One even mentioning something she'd not rather think about, along with a grimace; she walked on. Passing a sign that read, "Hot Drinks!" She gazed into the frosty window and saw even more coupled ponies talking together merrily. She paused, thought for a brief moment, and opened the door to the shop. A bit small for her type, the shop was, but cozy nonetheless.

Twilight sat, a smile on her face and a small chocolate mustache above her upper lip. She had ordered a hot chocolate to rid of her shivers. Her friends had said it so many times, and she has gone through so much stress lately with winter wrapup coming in the next months that follow the current one. It's not the easiest thing to do; leading a town and all. She loved to just do nothing but read, read, and read again. Once she tried to read two books at once, but that resulted in a major headache. Going out late was a good idea after all.

She snuggled down in her soft, warm booth and sipped again on her hot drink. Some other ponies sat around in other booths, chatting, laughing, quietly gossiping. Turning back towards the front window; even more ponies walked past. Everypony she saw was either coupled, or meeting someone. Loneliness struck at her heart and turned her coziness into solitude. This is why she loved books, because then she wouldn't need to find that special someone. Deep in her mind, that special someone did exist though she didn't know.

===================

Peter sprinted through town in a surge of adrenaline. Droplets of sticky, tangy sweat seeped into his eyes, burning them. The hot summer air added to his demise, causing him to blink rapidly at the wind. Only one singular thought crossed his mind, "I'm gonna be late for class!". Not being fast enough caused yet another thought to pierce his concentration. He shifted his running and bolted to the nearest alley. Still running, he threw off his backpack and slung off his shirt, revealing a red and blue spandex suit with webbing details. The suit was fixed with a mask featuring two, glossy white eyes and a big, black spider on his chest. He jumped in the air just enough to give him time to tug off his pants and while still in-air, his wrist spit out a thick; knotted web.

"There goes Spider-Man!" A random citizen yelled, calling out for him. A hero of the city; is he.

"Look at him go! I've never seen him go that fast!" Again, said another citizen.

Crash! shards of glass littered the streets below. Looking down, Spider-Man caught glances of some crooks. Angered, he dived down from the sky and landed on the tough, rugged concrete with a thump of his feet. He glanced over to see the owner of the shop that had been attacked, shouting at the fleeing criminals. They were still in sight. As a good tactic, Spider-Man webbed a long, thin line directly for the thieves backs. Without any resistance, they tugged and fell face first into the dirty sidewalk. Sometimes things we're just too easy. He jumped up to finish his swing to school. Finally arriving, he noticed he forgot his book bag and clothes.

===================

Bash! Bash! Bash! A large, purple hoof bused on the frozen, solid stone. Bash! Bash! Bash! The pony became furious! It punched and bucked and even tried to use it's horn to break the statue. Realizing it could use it's horn, the thick-skinned rubber-looking unicorn used it's magic to crack the Statue. With a crack as loud as thunder and as big as the sky, the statue crumbled into pieces. The ridged, frosty air engulfed an almost mammoth shadow before the unicorn's very eyes. Not the least bit scared, the pony growled at the sight of who was in front of it. A pare of yellow, piercing eyes glared down at the strange, purple unicorn. It stood much taller, almost ten ponies higher. It would take a house to match this creatures size.

The long, snake-like feathered body slithered down to meet the pony's height. Despite the icy snow in the courtyard, the broken statue monster steamed of fresh, radiating magic. The ground melted before the creature and it stood back up to meet the moon's hue. A disgusting stench filled the air and the tall, feathered monster raised it's uneven arms up.

"What's this?" It said with a grin, it's hot breathe smelt of rotten manure and burnt rubber.

"I seek your assistance." The unicorn grinned back, it's large yellow teeth seemed uncared and chipped, though oddly large and sharp for any regular pony.

"My assistance? I'm truly flattered." The creature held out it's strange, griffon paw. "Discord."

"Toxic." The pony returned the favor. "Come, before we're spotted." Toxic waved her paw in a motion for him to follow.

Discord never followed orders from anyone, or anything for that matter. He was very stubborn, but was much more interested in what was happening, so he did as commanded.

They had ditched the courtyard scene and traveled to the forest where the pony led Discord into some sort of cave structure. Deep in the Everfree forest, laid Toxic's secret underground lair. The walls seemed to sweat as the small fire in the corner flared angerly at the harsh winds entering the doorway. The cave wasn't tall enough to house Discord long, stretched body. He plopped his rump down on a pile of warm hay and looked about the cave, curiously.

"Cozy- hehe." He snarled.

He noticed that Toxic, in the light, was engulfed in a purple polymer that for whatever reason, she didn't seem to mind. It looked like a second pair of skin, covering her horn and eyes too. What was strange is that this pony had no tail, and had menacingly large, sharp teeth. Finally taking his eyes off the unicorn, he saw that she had pieces of strange, metallic metals around equipped with flashing lights on them.

"What are those?" He asked, tilting his head a bit.

"Nothing you need to worry about."

"Fine then Miss Attitude."

===================

The bell rang yet again, and Peter jumped; being halfway asleep. He had arrived to class very late and slept halfway through class. Today was extremely hot and bright outside, making the classroom stuffy and held a nasty stench of dry, warm sweat. His teacher gave him a firm glare and called for him to stay after class.

"Parker, a word please?"

"Yes Mr. Willis?" Peter said with a sorrowful look.

"I've seen your grades have been dropping."

"Sorry Mr.-"

"You always show up exhausted and look a mess every day!"

"I know Mr.-"

"If you don't fix this," He paused to fix his shudder, "I'm failing you."

Peter simply nodded and turned around to sludge out the door. He could cry if not for the sake of his manliness. "Damn this deed." He said to himself, sulking out the school in a worried trance of emotion. "Why must I be Spider-Man? Can't I just get a break?"

"Hey, Pete!" A distance voice rang in the schoolyard. It was Gwen Stacy, a close friend Peter had always known besides Mary Jane. She was beautiful, though already dating Mary Jane, he couldn't do such a thing. She had short, stocky blonde hair and a pink, round face. She always seemed happy and never was doubtful about herself ironically to Peter; whom always was dissing himself dry. He turned around and met her happy, greeting gaze.

"Oh, hi Gwen."

"What's wrong?"

"Nothing."

"He tell you off again."

Peter simply nodded. "Well, perk up buddy. You're gonna be awesome some day." She said, patting him on the shoulder. "Hey, I got a play this weekend, you should come!"

"Yeah. I will, thanks!"

*Note: You know how I said I would post this in one big chapter? Well I'm splitting them up so they aren't too big.*

*Chapter Two: The Amazing Undone Pt. 2

*Chapter Two: The Amazing Undone Pt. 2

Toxic had explained everything to Discord. How she was a symbiote, how she was after Spider-Man, and how she had lost her chance to defeat him. He had paid full attention to her story and still had trouble understanding it. From what he could comprehend: Spider-Man was this alien from a whole different time and space. He had two legs and powers unlike his own race, humans; bipedal creatures like apes that are much more technological than ponykind. Besides all that, he still didn't quite get that he had super unnatural powers that is way beyond even the most strongest of pony magic. Besides this "Spider-Man" character, Toxic was a feature of her own. She had a very smooth, rubber-like feature to her skin, unlike any regular pony. She had explained how she was actually covered with another alien from another universe. It had migrated with it's creator to this dimension (whom left all of the gadgets and machines behind) and was objected to kill Spider-Man. It's teamed with Toxic, whom also wants to get back at Twilight Sparkle, a name familiar to Discord, who's also connected to Spider-Man. It was a very difficult, confusing story though he tried hard to understand it deeply.

"Interesting." Discord smoothed out his goatee and widened his bloodshot, yellow eyes.

"Yes, I suppose so. So here's my plan, we take Twilight Sparkle hostage and summon Spider-Man here." Toxic smiled with an evil grin. Her breath smelt almost as bad as Discords, but not quite. "He'll do the rest."

"Hm, seems plausible. But you know, I could just bring him straight here."

"Oh, right."

"But I have no clue where to find him! How do I summon something I can't find?" Discord growled.

"Earth."

"Where on earth?!"

"Uh, that part I don't know."

Discord slapped his forehead.

==================================================

The sun drooped wearily down into the orange sky and illuminated the black roads with a hint of yellow. Peter had slowly sauntered home and slumped onto his bed, wanting nothing to do but sleep. He desperately wanted to loose his spider-powers at the moment. This is the seventh time this month that they had made him late. So many times had he had to break up a fight or stop some insane car driver. Annoyed, he threw a pillow over his head and fell asleep quietly. Maybe tomorrow would be a better day, he thought.

==================================================

Twilight woke up with a bright, happy yawn. She smiled at the frosted window and peeked out through the balcony. It was snowing very lightly, though packed enough creating large piles. Little colts and fillies ran around in their front yards, throwing snowballs and making snowcolts. With the window open, a gust of chilling air whisked in her face. Her eyes began to water at the cold air and bright snow, so she quickly shut the window and rubbed her eyes. The morning was a very bright and exciting one. so she decided to dress warm and go out for another walk, maybe go see one of her friends. This week has been just a week to go out a lot, she thought.

==================================================

"Do it."

"Alright, stand back."

Discord and Toxic stood out in the cold snow in the Everfree forest. Discord's legs almost fully covered with tall snow piles. Toxic showed no reactions to the freezing snow as she stood there and let the snow fall into her big, glossy white eyes. She stared and watched Discord's every move.

"Ready?"

"Ready as I'll ever be."

With a small spurt of lightning, Discord held his hands into the air and a gleam of light radiated from them. A flash of yellow, followed by blue then red; he grinned.

"Found him, at least I think. You said, Spider-Man, right? Peter Parker?"

"Yes."

"He's here now, so I'm sure. My magic is still a bit rusty. He might be here in pieces."

"Discord, you son of a- He better be here."

"Whoa! Calm down Miss Crazy Pants, I found him sleeping, if that's how humans sleep. You know, Earth is a lot like Equestria. They have some-" He paused to think about his wording, "interesting things."

"Shouldn't he be here? Like right in front of us?"

"Well, I said I'm a bit rusty."

==================================================

Peter slowly inched his body around to feel for blankets. An instant cold rush of wet slush and flaky ice stabbed against his back. He jumped up, but couldn't stand straight. His muscles felt oddly twisted and wrongly displaced. He stood up again, but he was forced back down because he couldn't keep balance. His sight was very blurry and cloudy from the bright light glowing from the white ground. He tried moving his fingers, but couldn't budge them. He came to the conclusion that he had frostbite, but strangely he could still feel the bottom of his hands and feet. He was also strangely warmer, like he had a coat on. After a few minutes of complete staring, his sight sharpened out and he looked down at his deformed body. Long strands of brown hair protruded from his neck with tan highlights, his body was covered in bronze colored fur. He wasn't as surprised as he thought he would be as he noticed the familiar body form. Yet somehow, he was much more muscular and taller than any regular pony. Of course, he's a pony. He was so confused and dizzy, it felt like a major concussion or somehow he had brain damage. He stumbled around before tripping over into a freezing cold puddle of wet, muddy slush and gravel. Blinking the dirt out of his eyes, he raised his neck to see he had fallen into the road of Ponyville. Some ponies passed by, but didn't notice him dieing; unfortunately. The air was so frigid, and the cold, muddy snow beneath him caused him to collapse. A blurry image of lavender began to near closer in the distance. A sudden clash of blue and purple engulfed his body and he suddenly was feeling warmer.

"Oh my gosh! Are you ok?"

*Notes: This should have updated so long ago, my apologizes. Expect next chapter soon! Just started a new story and not to mention my Hl2:X fic! The more comments I get, the faster I release chapters :P It motivates me!*

*Chapter Three: The Amazing Redone Pt. 1

*Chapter Three: The Amazing Redone Pt. 1

Peter felt warm, relaxed even. He was dry and cleaned from all the dirt and his eyes no longer felt strained. Strangely, he still felt awkward and uneven. Slowly, he opened his eyes and found that he was still a pony. Throughout his lifetime, he has been morphed into many things. A giant spider, an even bigger giant spider, but never a pony. It felt so strange not having fingers or toes, or anything human. His mouth felt protruded, his teeth felt very flat and straight. Though a pony, he still wondered if he still had his spider abilities.

"You're awake!" A soft, familiar voice tuned in, it was Twilight Sparkle, the only real friend he had in Equestria. He tried to sit up. "Whoa now, take it easy. Whats your name?"

"P-" He thought not to tell her, but the thought was thrown across his mind. Maybe it could cause a stir if he suddenly popped up back in Equestria as a pony, so maybe he shouldn't tell them just yet. "Spot. My name is Spot."

"Strange name for a pony, though if that's your name, that's your name!" She smiled, opening the window. A cool brisk of air breezed in. "Where are you from?"

"I- I don't remember." He lied.

"Well, that explains why I found you laying in the road today."

"Today? How long have I been out?"

"Only a few hours since I found you, no injuries though. It seems like it was magical damage."

"Magical?"

"You know, unicorn magic. But actually, it didn't seem pony. It felt, darker when I found you. Like a darker more evil or sinister magic was at works." She stated. "I don't know, Spot. It's strange, I think something might have attacked you."

"What though?"

"I don't know."

He tried to get up, and stumbled off the bed with the help of Twilight. His legs were oddly shaped compared to human legs, so he had troubles walking and had a small wobble.

"You don't remember how to walk?" She chuckled.

"No- just sore." He faked a limp to cover up his strange walk.

"Hey, your cutie mark. It's a- Spider?"

Peter took account to what she said and looked back at his rump, it, as she said, was a spider. Almost cartoonish, like the one on his suit. He nodded. "I uh, am an arachnologist."

"Hm, that means you study spiders?"

"Yeah." He blinked and looked around, Twilight took account to his suspicious behavior as if he was hiding something from her.

"Now when you were a colt, you just suddenly took interest in spiders? That's strange." She giggled.

"Yeah I uh- Like them. You know, eight legs and all."

"It's funny, here in Ponyville we had an incident with a certain spider."

"Oh-" He shuddered, "Really? Cool."

"So you have no idea where you live?"

"I don't remember anything, other than the fact that I have no wings or horn, at least I think."

"Do you remember coming to Ponyville at all?"

"Yes, yes I do. I was uh- walking, then I kinda passed out and woke up here."

"Well nothing but magic could have done that and left no marks."

"Hm, I don't know."

"Well, come downstairs when your ready. I can get you something warm and we can go look around."

"Alright then."

=-=-=-=-=-=-=-=-=-=-=

Spot and Twilight walked outside into the thin snow. The walkway was covered in frost and ice. Spot stumbled and fell over, landing on his face. Twilight quickly brought him back up and did nothing but laugh at his walk.

"You walk like a newborn."

"Well sorry Miss Perfect."

"Are you ok?"

"Yeah, I'm fine."

They both walked down the road, until stopping at a corner and crossing. Making their way down the road, Twilight shivered slightly at the cool wind and snow. Spot tried to scoot closer, but failed as she moved farther. Maybe she doesn't trust me, I did just pop up out of nowhere, he thought. They stopped at the edge of Ponyville, where the rest of the way was barren apple orchards.

"I found you lying here, on the edge of the street. It looked like somepony just dropped you here. I still feel that dark magical presence too."

"You didn't have to help me." He grinned.

"Well, I wasn't going to leave you there." She returned the smile. Peter, Spot's stomach started to grumble and she giggled again. "Let's go get something to eat, shall we? I know this really great place in town."

"Yeah, I'm up for that."

They had walked through town and finally arrived at the same place Twilight had gone last night. It was perfect for a small lunch and a warm drink. As they entered the restaurant, Peter got a large whiff of cocoa and cooked food. He smiled and looked for a seat, which Twilight had already found.

Deep in his mind, he was thinking of how sudden things had changed again. This had been the third time he had been magically teleported to Equestria and how sudden he met Twilight again. It was his destiny to save Ponyville, but it was a broken destiny. He couldn't always stay in Ponyville and enjoy the popularity, but he had to suffer being a pony for awhile. Something, or someone had brought him here. It was for a good reason.

"Spot?" Twilight raised an eyebrow.

"Oh, sorry I was- thinking." He reassured.

They ordered and sat down, to talk. Maybe Twilight wanted to discuss who attacked Spot, or who might it have been. She was very concerned by the look on her face, but covered it up with another smile. Their orders had finally shown up. Spot went to pick up his drink, and slowly sipped it, but recoiled and quickly set it back down as it burned his tongue. Twilight had looked at his hooves, and noticed weird white marks right under each of his hooves

"Hey, you have scars under your hooves." She said.

"I dwo?" He said, flipping his tongue around, not being able to feel it

"Yeah, look." She gently twisted his leg to show him, and pointed. An oddly shaped white sac-like scar was placed directly under his hoof. He instantly knew that those would be his spinnerets, or web-shooters, slingers, whatever.

"Awh, weel I bon't rebember thoose." He pulled away, allowing no further investigation.

"What?"

"I bwurnt meh tong, okey?" He mouthed.

She giggled. "You're weird"

*Note: Appreciate the comments!*

*Chapter Four: The Amazing Redone Pt. 2

*Chapter Four: The Amazing Redone Pt. 2

Toxic puffed hot air out her running nose. The symbiote slowly shivered in the freezing snow while she stood still and watched Discord locate Spider-Man. He floated with his legs crossed and wings flapping slowly, thinking; meditating.

"He's here now." Discord grumbled.

"We established that, Discord. Now where is he?"

"I can't say exactly, something is blocking me."

"You've got to be kidding me."

"No, I have such a weak signal." Discord had lost his normal devilish smirk and happy attitude. His voice was deeper, garbled and bitter. "I can't get anything."

"You're no use to me anymore. Now that he's here, I'll take him out myself." Toxic walked away back into her base and pushed the door button. The large blast doors slammed shut.

"But-" Discord suddenly turned back into stone in an instant. His face was in a "Oh no" state.

"Good riddance."

Toxic left the statue of Discord outside to freeze over. She had to find Spider-Man and plan for an attack, today! It's already been around three years since she heard any news about him or Twilight. If she could only isolate them in the woods or something, maybe ambush. Ambush- she liked that idea. The winter snow was the best cover to do so.

===============

Twilight and Spot had walked around town, she even took him on a small tour. Of course, Spot never got to know the town exactly, but he was somewhat more familiar with it. Seeing it as a pony was an oddly happy feeling, he felt at home. Though back in New York, at his old crummy apartment was his real home, he had to go back at some moment in time. Maybe enjoy what he could until Madame Web caught on that he was stuck there. In fact, where was Madame Web?

"Spot, you should meet my friends!" Twilight grinned, as if she was going to do something he wasn't going to like.

"Fine with me, I guess."

"Look! We're already here at my friend Rarity." They walked by a fancy-looking building appearing to be some sort of Merry-Go-Round (carousel). It was the nicest building in town, by far.

"Hm, nice place!" Peter said, chuckling to himself. He (kind of) knew what Rarity was like. He knew she liked 'fashion', something he wasn't into, not in a million years.

Rarity, the preppy white unicorn, was out in her front yard using her magic to push a shovel up and down her walkway.
She was so clean that not even Spot could 'spot' her in the snow. It looked like floating purple hair and eyes.

"Ah! It's a ghost!" Spot joked at the fact she was so white.

"Oh hardy-har. You're so funny." Rarity smirked sarcastically. "Twilight, who is this fellow?"

"This is my friend, Spot. I've been looking out for him since early this morning."

"Can't pick yourself up, boy?"

"Well, actually, Twilight here says I was attacked by dark magic."

"Something non-traceable." Twilight finished.

"You sure recovered fast. I may be not as much of a smarty-pants in magic as Twilight here, but I do know that dark magic is dangerous." Rarity said, finishing her cleaning.

"Just a fast healer."

"It's strange, because you don't 'heal' from dark magic. It wears off." Twilight described.

"Maybe it was a weak spell?" Rarity asked.

"No, it was a very tough one. Spot here had readings of power incapable of even Celestia! It's not that it's powerful, no, it's not pony magic. It seems almost- alien."

"Enough of this scientific business!" Rarity said, "what brings my favorite unicorn here?"

"I just wanted you to meet Spot here."

"A pleasure." Spot smiled politely, holding out a hoof. He was still shaky.

"What a gentlecolt! I can see why you like him." Rarity shook his hoof and nudged Twilight. She blushed heavily. "Ah, actually if you're introducing him to ponies, go see Fluttershy. She wanted to talk to you, maybe she could use the extra help?"

"Alright, Rarity. Bye!"

===============

Spot and Twilight had began the short journey to Fluttershy's, on the edge of the forest. Out in the country areas, it was so much cooler and frigid, but they enjoyed each other's company. Twilight had a slight concerned attitude towards Fluttershy's request. It wasn't the fact that Fluttershy called her out, but whether or not Spot should tag along. Yes, it was a good chance for him to meet the ponies of Ponyville, but she had just found him not even early this morning. What if he does something?

Peter had so many things going on in his mind, he felt like he was going to explode. Just this morning had he been picked off the street and hopped in the care of Twilight Sparkle, the only real pony he connected with as a human. Maybe he should just figure out how to go home and leave forever. Though already it's been two times he's been brought here and left back to New York, he just couldn't stay in one dimension for long without him randomly teleporting. He started to become frustrated. Out of all the thoughts that clouded his mind, a strange feeling buzzed in the back of his head. It was a familiar feeling, though still felt very foreign in his pony brain. Suddenly, in an instant, he knew what it was. Spider-Sense. Pony Spider-Sense. (What would that make it? Spony-Sense?)

"Get down!" Spot shoved Twilight out of the way and into the snow. She rammed into a tree and snow fell from above, covering her head to hoof.

"Agh! What was that for?!" Twilight yelled, popping her head out from the snow pile.

"Stay th-" Wham! He was hit by a sudden force. As cold as today was, his fur began to burn off.

"Spot!"

"I hope this works-" He twisted his hoof and a strange, thick fluid spat out of his (wrists) hooves. The webbing smacked into Toxic's face, causing her to recoil back.

"You're a smart one, already learning how to use your webbing I see!" She tore it off and came in for another attack, though Spot realized pony or not he still had reflexes, so he jumped onto Twilight.

"Gah! Whats going on?!" Twilight yelped, ducking back into the snow pile.

"A little trouble, just stay down!"

Toxic came in for another attack, but she was stopped by a sudden force of 100% hoof. Spot's hoof even left a small imprint in the thick symbiote that coated Trixie. She growled and used her magic to lift Spot into the air and slam him into a tree. He grunted and used his webbing to yank himself away. He landed on a tree, but was actually stuck to the tree's bark.

"Yup-" He smiled, "Still got it!"

"I see that you still have your powers, Spider-Man! Oh what a shame I'm going to have to kill you. Not now though, you're still in your prime. I want a real fight." With that, Toxic bolted off into the edge of the everfree.

"Did she just say what I think she just said?" Twilight said, brushing herself off. "What was all that about?"

"Explanations later, Twilight! To the library!"

"But what about Fluttershy?"

"She can wait!"

*Note: I feel that I'm rushing a bit too fast, but expect more soon.*

*Chapter Five: Breaking the News

*Chapter Five: Breaking the News

Spot slammed the door shut and quickly bolted towards the window, shutting them. He frantically ran around the room, closing all visuals on the outside world. Twilight plopped on the floor, cross-eyed at the sudden change of mood. She watched Spot look around and run up and down the stairs, until Spike came down. He wiped his eyes groggy from sleep.

"Wha-"

"Shh Spike!" Spot threw himself on top of Spike, covering his mouth.

"Mmph?!"

"Shh! Be quiet!" He whispered.

"What's going-" Twilight said in a normal tone, but was hushed by an angry glare. She lowered her voice. "on?"

"They're following me!"

"Who's they?"

"You didn't see that fight?"

"It was way too fast, I couldn't keep up!"

The room was completely dark from the shades covering the windows, and the blinds pulled shut. Every door was closed and even the fans were unplugged. The only thing lighting the room was what light seeped through the cloth window covers.

"Spot- What happened back there in the forest?" Asked Twilight, she noticed that Spike had walked up the stairs in a half-awake trance.

Peter slowly walked over to Twilight, putting his face to hers and setting his hooves on her shoulders. He looked straight into her calm, worried eyes. "Can I trust you?"

"What?"

"Can-I-Trust-You?"

"Yes! Of course you can! Spot what's going on-"

"Alright promise me you'll stay quiet about this."

"About what?"

Spot backed up and walked towards the living room wall. Twilight watched him in curiosity. He put his hoof up to the wall and looked back at Twilight. He held his hoof on the wall, waiting for a response.

"I don't understand." She said, walking closer to him.

He put his other hoof on the wall, somehow balancing on his back legs and his two front hooves pushed against the wall. He was still upright and standing as a normal pony, but his legs suspended on the walls. He slowly walked his two front hooves up the wall until his back hooves also hit the wall, and he started to climb up. Twilight watched in awe as he waltzed right on up the Living room ceiling. He looked at her with an upside-down smile.

Twilight just stood there and thought.

========================================

"Do that thing!" Twilight yipped in glee as he watched Peter do small tricks inside the Library.

"This?" He put his hand on the wall, and his right foot. He slowly lifted the other leg and hand, stuck to the wall. She watched as the human waltzed right on up the Living room ceiling. He looked at her with an upside-down smile.

"Yes! That's brilliant!"

========================================

"P-Pe-" She stopped to look at him again, strangely, he did look extremely familiar even as a pony. "Peter?"

"Yup, it's me Twilight!" He grinned wider, waiting for the happy response, but she slapped him; hard.

"Awh! What?"

"Why would you keep this from me?" Twilight glared, but couldn't resist to peek a smile.

"Well I didn't want to cause any trouble!"

"But- but- how? They love you here!"

"Not Ponyville trouble, but trouble in Ponyville!"

"How- are you a pony?!" She widened her eyes and circled around him, still suspended on the ceiling. "Mane and everything!"

"Well that part I don't know, but I came to the conclusion that it was Trixie."

"What does she have to do with this?" Twilight couldn't help but become jealous at her thoughts of pony-Peter and Trixie.

"You haven't seen her yet?!"

"No, she left Ponyville back when I took out that Ursa Minor."

"Oh right, well she attacked us in the forest!"

"Ah!" She smiled deviously. "She was too week huh?"

"No, she was too strong! I put my whole force into it and she still attacked back. I'm afraid it's another symbiote, Twilight."

She gasped, "No way, you got rid of that!"

"Actually, it was gone when I woke up here that one day! It was just- gone." He peeked out the window. "It looked the same as it did on me."

"Oh no."

"Oh no alright, Oh no Trixie is going to kill me!" Peter freaked and jumped down. "I don't even know if half my powers have gone away or what!"

"You still have powers?!" Twilight gasped.

"Ehm-" He pointed towards the ceiling.

"Oh right, is she still after you?"

"I don't know, Twilight, I don't know. But I'm scared." He sat down and puffed hot air out his nose in a fret. Annoyed and confused, he looked at his web organs. "I don't know what to do."

Twilight got down and wrapped her hooves around him, patting his back. She leaned against his head and closed her eyes. "You know, I sorta knew it was you the whole time."

"Heh, too obvious huh?"

"The spider cutie mark gave it away." She giggled and nuzzled her snout under his chin. "Being a pony changes it all."

"Really?" He lowered his voice even more to below a whisper.

"Yeah-" She pressed her face against his. He got up, causing her to fall. He wasn't paying attention, but started to ramble.

"What am I saying? I'm Spider-M... Spider-M.. Spider-Pony? No that doesn't work." He stomped his hoof. "Damn, Spider-Colt? No, no, no. Spider-Mane! Yeah, I like that. Spider-Mane." He stood and pondered at the idea.

"Perfect." Twilight grumbled.

========================================

Toxic pushed aside all of her equipment and stomped around. Her hooves cracked the surface of the metal tile flooring of her base. She punched her LCD screens and force opened the door. The symbiote went on a rage for hours until finally settling down to think. She had no time to think, in her mind, Spider-Man was the only thing from stopping her from killing that damn Twilight Sparkle.

"Oh I'll get you, you damned unicorn!"

She slammed her hoof again, continuing to yell and curse. What she wanted was another plan, a plan to kill what the symbiote wanted. She wanted to get it over with, she wanted to not be an insane killing purple super magical crazy-ass unicorn. She even took notice to her nasty stench. What she needed, was more hooves, what she needed, was an octopus.

========================================

The next morning was yet another cold one. Peter woke up on the couch, wiping his eyes from the sticky sensation of sleep. Last night he had crashed down on the bed after some catching up on Pony history; or he called it "Twilight never leaving me alone" time. She literally threw books at him one by one, The goddesses, Civil War, the founding of Equestria. Honestly, he was going to leave soon after he stopped Trixie anyways. Aside those thoughts, he was going to enjoy what little time he had.

He got up (fell off the couch) and walked around aimlessly. Lost, he found the front door and cracked it open; the sunlight instantly blinded him. He slowly opened it more as his eyes adjusted to the light. To wake up, he walked outside, but jumped back as he remembered he forgot to put on pants. Groggily, Peter walked back and looked around for his clothes but couldn't find anything. Twilight had came downstairs and stared at him, giggling.

"What are you doing up this early?" She asked.

"I just woke up."

"Why'd you go outside?"

"Just seemed like a good idea."

"May I ask, what are you doing now?"

"Looking for my pants."

"And why would you be doing that?" She teased him, noticing how tired and disoriented he was.

"Because I'm naked- Gah! Don't look at me naked!"

"Peter."

"Stop looking at me-"

"Peter!"

"What?"

"You're a pony. Ponies have no pants."

"Oh, I still gotta get used to this."

Early that morning, they had a very delicate breakfast. Twilight made a combination of toast and flowers. It wasn't something Peter would eat, but it was tempting. He slowly bit into the flowers and grinned. Unlike the bitter, tangy, musty-like taste you'd get from biting down on a flower, he got a sweet buttery taste on his tongue which went very well with the toast. They certainly tasted different than if he ate them as a human.

"That was," He paused to think of the right words, "Different."

"Never had flowers? Humans don't eat flowers?"

"Uh, no. We don't. I actually don't think I should tell you what humans eat."

"Yeah, I think you told me once. I don't remember."

"Anyways, it was great. Thanks, Twilight." He smiled.

"You're welcome. Now what are you going to do?"

"Getting down to business this fast? Um, well first things first, I have to hide my identity."

"As a pony?"

"Well, yeah!"

"Good idea."

"Any idea where I could get a Spider-suit?"

"I think I have an idea..."

*Note: Could use some more prereaders? They come and go these days. How do you like the new picture? Rate and leave a comment! Thanks!*

*Chapter Six: Concern

*Chapter Six: Concern

"This is such a strange order." Rarity said, looking at the paper. It was schematics for a full-body set of clothing, featuring red running up and down the back and head, but an overlay of blue on the legs and lower body. Spot requested special, plastic spectacles that would fit into cut eye holes, though goggles would do fine she thought. The blue contrasted very well with red. Odd, but familiar. It reminded her of the alien.

"I know this isn't any of my business, but what is this for?" She asked.

"Um," Peter stammered for an excuse, "the weather? Yeah that's it, its for the weather."

"But this is a thin material you're requesting, Dear. You'll freeze!"

"Well winter wrap up is soon, Rarity." Twilight said, grinning. She was anxious to lead another successful event.

"Oh silly me, how could I forget? I'll get this sewn up right away!"

"Thanks Rarity, this means a lot." Spot smiled. Rarity nodded her head.

"Hey wait!"

"Yes?" Spot stopped at the door behind Twilight.

"I never caught your name."

"Spot." He walked out.

"So why exactly do you need a suit again?" Twilight asked, trotting down aside Peter.

"It's so nobody will follow me." Peter said, looking at his hooves. "This is weird."

"What is?"

"Being a pony, it just doesn't feel normal."

"Well I bet being a human wouldn't be comfortable either. With your fingers and stuff."

"At least I can pick things up." Peter gave her a playful shove.

"Well I have magic, I wouldn't need fingers." Twilight rolled her eyes and swung her hooves around. "Oh I'm a human and I have fingers, whoopy!"

"You know how weird it is to spin a web with hooves?" Peter stomped his hooves on the stone walkway. "Let me tell you, it ain't natural."

"So wait, how did you become a pony exactly?"

"I told you, I woke up on the side of the road. One second I was sleeping, the next I was here."

"Strange. You know, you've been gone at least three years?"

"Well, actually it's been around six in my dimension."

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

Rarity plucked the needle through soft fabric and pulled it up. She glanced over the sheet that Spot gave her again. It was so familiar to her, yet somehow different. She shrugged it off and continued, gracefully tying more string and elastic. Red here, blue there. Maybe some- *CRASH! She set down her needles and ran to the front window. Rainbow Dash had crashed into a tree.

"Are you alright dear?" Rarity asked, going to help her up. Dash yanked her head out of the tree, and shook off.

"Yup, just fine. Just practicing. Darn, that makes this the fourth time this week!" Dash brushed herself off and examined her wings. Both intact.

"Be careful up there, Rainbow Dash. You could seriously hurt yourself!"

"Pft, once I master this trick, I can try-out for the Wonderbolts again."

"Try not to kill yourself, ok?"

"Whatever you say, Rarity. So what's up?"

"Oh just working on an order Twilight's new friend wanted. It's a strange one, I must say."

"Eh, I have nothing else to do today, mind if I check it out?"

"Oh sure darling, always glad to present my work." Rarity smiled and led Dash inside.

She picked up the schematics, handing them to Dash. For a minute, Dash stared at it, then turned it around. Her eyes instantly widened and her jaw was agape.

"Um, Darling your drooling all over my carpet."

"W-Who did you say gave this to y-you?"

"Twilight's friend, Spot. Are you alright?"

In an instant, Dash was nothing but a rainbow blur. She left the front door wide open. Rarity was left wondering what just happened, but she shrugged it off. Dash was just weird like that.

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

On their walk, Spot received lots of quick glances. It wasn't that he was a stranger to the town, but he was a guest. At one point, a stallion even came up and shook his han- hoof. Twilight knew it was seconds before Pinkie would show up with her party gear. Spot looked uneven and nervous or even anxious. Twilight noticed a gaze on his face as he looked up at the sky, then peeking around his backside.

"Are you ok?" She asked, still trotting alongside.

"Yeah, just thinking about things. It's not everyday I wake up as a pony you know."

"Hah, well I be you'll be stuck here for a while." Twilight playfully grinned. "Better get used to it!"

They walked through the park, and back around town, taking the same route as the previous morning. The conversation died between them and it grew awkward until-

"HI! I'M PINKIE PIE AND I'VE NEVER SEEN YOU AROUND TOWN BEFORE SO I'M GOING TO THROW A PARTY JUST FOR YOU OK? OH YOUR CUTIE MARK IS COOL WHAT IS IT? IT LOOKS LIKE A SPIDER! OK BYE!" The pink pony was nothing but a blur.

"That's just Pinkie Pie." Twilight giggled, "She's a bit random."

"Oh I remember her." Spot chuckled, "Shes the one that kept calling me alien."

"Yup, that's Pinkie alright. She probably already has the party all planned out. You should go, maybe you can meet more ponies than just me."

"We'll see."

"What could possibly go wrong?"

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

Toxic continued to roam around her room until deciding how to break Octavia out of prison. Celestia would have her on high guard for what she did. Octavia cost Ponyville over five thousand bits worth of property damage. Her large, metal tentacles would come in handy with killing Spider-Man and Twilight Sparkle. The first thing was to construct a plan to get her out. Step one, get to the jail cells. Step two, kill the guards. Step three, break out Octavia. Step four, win. It seemed like a plausible plan. The symbiote gave her nifty powers that would come in handy. Who needs to sneak when you can waltz in and take what you want? Trixie had everything. Power, brains, and the will to do it.

Chapter Seven: Distractions

"Holy SHI-" Crash!

"I missed you so much! I missed you! I missed you!" Rainbow Dash was firmly on top of Spot, almost crushing him. If it wasn’t for his powers, he'd be dead.

"Gah! Rainbow Dash! Get off of him!" Twilight scolded and pushed her off.

"Ey! That's not fair! You’re keeping his secret from me!"

"What secret?" Twilight asked, tipping her head.

"Oh c'mon Twilight, you know."

Twilight placed his hoof on Rainbow's muzzle. "Shh! How do you know?"

"Twilight, sometimes, I think you're more brainless than a donkey."

"Wha-"

"The spider mark, the paper at Rarity's, you know... It's pretty obvious. I mean, he looks like him too!" She gazed at Peter with her huge, pink eyes. They were staring into his soul.

"Alright, get off, horse." Peter coughed. "I thought I was being clever when I changed my name. That plan failed miserably." He grimaced.

"Why didn't you tell me?" Dash gazed into his eyes again, glimmering.

"You know too much as it is. Just keep it quiet!"

"Dude you’re freaking Spider-Man!" She thought about it, "Spider-Stallion... Or, er-"

"Be quiet! I've been hiding my real identity, so nobody would get hurt. I already got some hot lunatic symbiote pony all over me."

"Oh I see how it is. You have an eye for another pony? Sell-out."

"No no no, I-"

"Oh, so you’re gay?"

"No! I mean, literally hot. Like, I can't touch it or my hand- er- hoof will be burned."

"Oh thank Celestia. We still have a chance." She winked at him. He raised an eyebrow.

"Wait... What?"

"Anyway, I wonder how Toxic gets around in that thing." Twilight changed the subject, looking up at the clear blue sky.

Peter shrugged, and continued walking alongside Twilight. Dash stopped and looked at them, then caught up. She had a feeling that Twilight was getting in the way and started to feel jealous, but her mind told her to shrug it off. The rest of the walk was quiet.

=============================

In the mist of night, Toxic climbed up the rocky face of the mountain to Canterlot. The hot, soft symbiote had made her skin break out in rashes and blisters, but she ignored the pain and kept pushing ahead. She quickly thought of a faster way than trotting up the mountain and instead webbed up with the thick, hot goo. It stuck to the base of the large structure with a smack and she yanked herself up.

Sneaking through town was easy, she stuck to the shadows. Her glossy white eyes shined brightly in the dark of the night. Her enhanced vision made it easy to see, and she moved on the rooftops with swiftness and grace, though she weighed well over two-hundred pounds. Finally she arrived at the royal castle. Two guards were stationed by the entrance. Her plan was to either infiltrate stealthily or cause a ruckus and terrorize everyone. She went with plan one, because it was much easier and she was determined to make this a stealth mission.

Her thick hooves pattered on the rough dungeon ceiling. She spotted another set of guards, holding down a segregated room. Through the iron door's bars, she saw Octavia. She had been bound up with magic and her long tentacles had been removed. What the princess did with them was not to her concern, as long as Octavia was still alive. That was all that counted. Toxic saw Octavia as a brilliant mare. Once a musician and a successful pony in society, she quickly turned evil towards everyone because her beloved home and instruments were destroyed. Left alone in the dark, Octavia took revenge on Spider-Man for ruining her life. He hurled a giant boulder at her house, and then let her live to suffer. Ponies thought he was heroic, but both Toxic and Octavia knew this was not true.

"What a bitch." Toxic thought. "Shame she was locked up." Despite her bi-polar feelings toward Octavia, she still wanted her intelligence.

Closing in on the guards, she webbed one of them up to the ceiling and he struggled and shook, then stopped. Strangled in the burning, gooey webs, both guards were hung. The dark, eerie halls began to smell of burning flesh and hot smoke. Toxic grabbed the key from the dead stallion guard.

"I'll be taking that." She smirked.

Unlocking the door, she unbound Octavia by bucking the magical glass bindings. They shattered under the massive force. Toxic helped her up and brushed her off.

"You're late." Octavia growled. Her voice was old and dusty like a poorly tuned guitar. "Old hag had me bound with magic and cut off my metal."

"Do you want to sit here and cry about it?" Toxic sat down and looked around. "Because I can sit here all day."

Octavia walked out the door.

"That's what I thought." Toxic followed.

Goodbye!

As you may have noticed, I have not been updating... Like, ever. This chapter, is where it stops. Dead in its tracks. I have debronitized myself, and I have given it up. Sorry, it was a blast! I loved your feedback, and I hope I can join fictions elsewhere. If you like my writing, please add me on skype! (Contact info below) Please, if your reading this, and you have a passion for this story. Contact me, you may be able to take ownership for this story and finish it.

Love you all, thanks for the support! Kapu.

Skype - Kapucraft
Email - legendaryreach@gmail.com

*Chapter Eight: The Masked Hero

*Chapter Eight: The Masked Hero

*Thwip!* The thick webbing stuck to the wall of the library. Good, Peter thought, still working. Being a pony sucks; it's difficult to walk, there's a bigger limit on his flexibility, and he can move at half the speed he could if he was human. Basically his agility dropped dramatically.

It was dark outside. The cool, crisp air flowed freely between each strand of fabric in the spider-suit. Pony-style, the suit feels much more loose. The suit fit over his body nicely overall; tight and thin. It covered his ears and body nicely, though his tail hung out. Peter stepped on the windowsill and looked around. Twilight looked up at him from inside, the light glowing from behind her. A cool brush of wind followed in the window and filled the room like water.

"Careful, who knows where she'll be." Twilight said.

"Yeah."

UNFINISHED. READ NEXT CHAPTER.