The Amazing Spider-Man: Wrath of the Night

by Krystalswordify

Rating: teen
Tags: Adventure, Princess Celestia, Crossover, Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Alternate Universe, Other, Nightmare Moon
Length: 31899

"Milk: check, eggs: check, suit fixing materials: check... fighting off mass murdering armored woman with control over the night... I think I might have to wait... just a tad before I can cross this one off"

Moving to a new town has its benefits. New friends, new school and new opportunities. But it also comes with its drawbacks as high school student Peter Parker is about to learn. After leaving his hometown of Manehattan Peter is enrolled at Celestia's School for Gifted Minds in the capital city of Canterlot. Peter quickly finds that he fits in more than ever before in this school and things go well. But no city is without its dangers as Peter must quickly don the mask of Spider-Man once more in order to save Canterlot from a threat most ancient. The night is cold, and just as eager to squash this meddling spider at the first chance

Published 2013-08-12 19:10:02 UTC
Last updated 2013-10-29 00:11:26 UTC

Off to a great start

"Peter?" Aunt May asked as she knocked on the teen's door. She opened it and entered to see that Peter had half of his body hanging out of the bed and was snoring loudly. May crossed her arms and chuckled to herself before looking at the state of his room, a displeased expression marking her face as she saw the clutter already covering the floor

"Peter, we've been in this house less than three days and your room is already a mess" she said with a scowl, grabbing several piles of clothes and throwing them into his washing basket "When you get home from school today you're sorting all of this out" Peter merely groaned from where his face lay in the pillow as he lazily waved a hand at his aunt.

"Did you forget?" May asked as she tapped her foot impatiently "You've got a new school to get to" Peter's eyes shot open as he pushed himself up in bed.

"And I'm going to be late if I don't hurry up!" he growled, grabbing a towel from his bedroom floor and rushing into the bathroom across the hall. The house he and his aunt had moved into was in the residential area of Canterlot, a moderately large house with more than enough space for the two of them. Peter had been given the second bedroom and the second largest while May had gotten the master bedroom with it's own en suite built into the side of it complete with tiled walls and glass showers. The main bathroom was smaller than the en suite but it came with a rather fancy bath and a boxed in shower that didn't pack as much power as the en suite. The downstairs area of the house was made up of three rooms: the kitchen, the living room and a downstairs toilet with a large garage being attached to the house through a door on the side. Peter showered quickly, brushing his teeth before quickly sorting out his brown hair into it's usual quiff before hurrying back into his room. He pulled on a pair of black jeans and his Ramones shirt before pulling a thin, black cotton hoodie over his body and finally putting on his traditional army green Vince jacket. He quickly decided on glasses over contacts before opening his drawers and grabbing his web shooters. He heard his aunt call him for breakfast from downstairs as he fastened on the mechanical wrist bands before he grabbed his skateboard from the corner of his room and heading down the stairs. He leapt down the last four stairs, grabbing his black converses as he stood up straight before heading into the kitchen.

"What do you want on your toast Peter?" May asked as she gestured to a selection of toppings from butter to strawberry jam. Peter grabbed the stick of butter from the butter tray it rested on and grabbed a few slices of hot toast. He took a butter knife from the utensils draw and began to butter his toast. He placed his board against the wall and went to sit at the table before he heard his aunt clear her throat. Peter looked at her for a second before the older woman flicked her eyes onto the skateboard's wheels resting against the freshly painted white walls.

"Oh, right" Peter nodded as he grabbed the board and placed it on the floor before picking up a slice of toast and taking a large bite out of it.

"Have you spoken to Gwen recently?" May asked as she finished her own mouthful of toast.

"Yeah I called her last night to see how she was doing" Peter nodded "She said that she misses both of us and wishes that she could come visit us sometime soon"

"That would be nice" May nodded wit a smile "I still don't understand why you broke up with her"

"Because a long distance relationship wouldn't have worked out for either of us" Peter said "We would've just missed each other more and more and it would've just made us both feel crappy"

"Language" May added.

"Sorry" Peter grinned. He finished off his breakfast quickly before checking the time on his phone. It was nearly eight in the morning and he had half an hour to get to his new school before he would get lectured for being late.

"I'll see you later Aunt May" Peter said, kissing her on the cheek before grabbing his board and rushing out of the door.

The two of them had moved into a little neighborhood with mostly elderly residents which made Peter one of the very few residents under the age of fifty. He plugged a set of running earphones into his phone before setting his music to cycle before hooking them over the tops of his ears and pushing the buds into his ears and replacing his phone in his pocket. He dropped his board onto the sidewalk before placing his foot on it and looking around. The autumn morning was quite cold and after a second of judgement he decided to stick his thumbs through the holes in the cuffs of his hoodie in his way of keeping the cuffs up his hands and keeping them warm. His ears perked up when he heard the sound of two female voices coming from the house next to his. He turned his head to see who the voices belonged to. One was a lavender unicorn with dark purple hair with a lighter streak through it, slightly off center. She wore a thick purple winter coat with a light purple scarf wrapped around her neck. She had a pair of striped purple winter leggings on and topped off with a large pair of purple boots. The second woman was a pink alicorn with several streaks of color in her hair. She wore a woolen pink jacket that fastened over the left side of her chest with a large collar and thick cuffs. She covered her legs with a pair of white jeans with white winter boots. She had a pair of fingerless gloves on her hands, revealing her pink and well manicured nails.

"Come on Twilight" the alicorn said with a chuckle "I can drive you to school today since I've got a few things to do around there anyway"

"Are you sure?" the lavender unicorn asked "I mean you don't have to"

"Nope, stop arguing" the alicorn chuckled "I'm driving you, that's the end of it" It was at this point that the alicorn seemed to notice Peter just as he checked his phone to see what time it was.

"Well, now or never" Peter shrugged, tucking his phone back into his pocket and pushing off on his skateboard. The signature sound of the wheels grating against the ground was like music to his ears as he wove in and out of people walking in the early morning. He crouched low to the board as he went down a hill to gain extra speed as he rounded a corner, kick-flipping over a pile of abandoned boxes in the middle of the sidewalk. As the terrain became steeper he had to push more and more before the streets leveled out again. The further Peter got into the city the larger the buildings became and the more it began to look like Manehattan, giving him a feeling of homesickness for a brief moment before he accepted that he wasn't in Manehattan anymore and that was that. This was when his mind began to drift to thoughts of Gwen, how much he missed her and how much he wanted to see her again. Peter used a mixture of his heightened senses and peripheral vision to guide him through the now much busier streets of the main city of Canterlot. As Peter was forced to give up on skating due to the large crowd and decided he would give attach his board to his bag. But it was as he went to take it off his shoulders he realized that he had forgotten to bring it with him.

"Dammit!" he growled, turning around and sprinting back down the streets he had skated through fifteen minutes earlier "I'm never going to make it in time now!" He leapt back onto his board and began to power through the streets at a dangerous speed. He was going at such a pace that if anything upset his balance he would be thrown to the ground in a painful pile. He knew that his adhesive powers would keep him on the board even if he did lose his balance so he knew he had nothing to worry about. He checked his phone again to see that he now had five minutes to get to school.

"Great" he growled "Even at web swinging speed I'd never make it in time"

"Name" the teacher watching the gate said impatiently. The pegasus was a dark yellow color with white hair and a very impatient scowl. He wore a black suit with a white blue tie and seemed to think the world of himself

"Peter Parker, I don't think I'll be registered yet since this is my first day" Peter said slowly "If I just-"

"Late on your first day?" the teacher asked "I thought we didn't let deadbeats like you into our school, just to let you know boy we do not tolerate slackers in this school"

"Sorry" Peter sighed.

"Don't be sorry just don't be stupid" he snapped "Now head up to the head's office, she'll want to speak to you about this" Peter nodded slowly and went to pick up his skateboard only to have it snatched away from him.

"We do not let items like that into our lovely school" he said "Leave it outside"

"But it'll get stolen" Peter said in his defense.

"That's not my problem" the teacher said with a smile "Leave it out here or go home, your choice boy" Peter looked at the teacher furiously before he dropped the skateboard against the wall and attempted to walk through the gates only to have the teacher speak to him again.

"Oh, and you're on after school detention for one hour after school, report to the head's office for that as well" he added.

"Really?!" Peter demanded furiously.

"Look at it this way, you and the headmistress are going to be very well acquainted by the end of today" he chuckled. Peter glared at him hatefully for a long second before he stuffed his hands in his pockets and walking inside the school. Celestia's School for Gifted Minds was the school he was lucky enough to be enrolled in. The school was once known as Celestia's School for Gifted Unicorns but after, like everything in this day and age, it had racism charges placed against it they changed the name and started admitting regular kids.

"More like school for gifted jackasses" Peter snarled as he entered the main reception.

"Was old Sullivan giving you a hard time?" a female voice asked from across the room. Peter turned to see the same lavender unicorn he had seen earlier this morning talking to him.

"Yeah, he's not like that with everyone is he?" Peter asked.

"No, just anyone who's not a unicorn" she chuckled.

"He does realize that's racism right?" Peter asked as he pointed over his shoulder.

"Yes but he explains as that he needs to test everyone to see if they're worthy of being at this school" she explained "He was here long before the school made the change to allow regular kids in so he still stands by the old world tradition of the unicorns being the master race"

"Wow" Peter said "I am not going to get along with him am I?"

"It's alright, nobody does" she said with a nod "I'm Twilight Sparkle"

"Peter Parker" Peter replied.

"So you're my new next door neighbor right?" Twilight asked "You and your aunt?"

"Yup that's us" Peter answered with a nod "It's nice to meet you"

"You too" she said with a smile.

"Anyway, the old guy said I needed to go see the head for something" Peter said.

"I'll show you where she is in a few minutes, she's speaking with Princess Celestia right now" Twilight said, taking off her winter jacket and straightening the skirt she had tucked inside the jacket with a dark purple jumper on underneath.

"The Princess is here?" Peter asked in a surprised tone "How come?"

"She's inquiring about someone, she didn't mention who" Twilight answered "I don't think it would be a good idea to disturb her" There was suddenly a loud ringing noise as what sounded like a PA system activated. After a few seconds a female voice sounded through the speakers positioned all over the school.

"Can Peter Parker please report to the head's office" the voice requested "That's a Mister Peter Parker, report to the head's office" The voice faded away and the two teens looked at each other in confusion before Peter shrugged.

"I guess I gotta go" he said "I'll ask if they'll let me get my skateboard back before it gets stolen"

"See you around Peter" Twilight said "Nice to meet you"

"You too Twilight" Peter nodded. He was silent for a second as he looked around in confusion.

"Up the stairs and first door on your right" Twilight directed.

"Thank you" Peter chuckled as he headed up the stairs next to them. The landing he arrived on was made up of many doors that led to various offices. He walked over to the door Twilight had directed him to before knocking on it, putting his hands in his pockets as he waited for a reply.

"Come in" a female voice said. Peter opened the door and walked inside to see two women sitting around a large desk. The first was who he guessed was the headteacher. She was an elderly pegasus with white hair tied back in a large bun. She wore a simple blue suit with a blue tie and a pair of glasses on her face. The second woman was Princess Celestia herself. She was wearing all white winter gear with a thick, double breasted woolen jacket with the collar turned up with a pair of thick, white dress pants and a pair of boots. Her crown rested with a brilliant shine just above her horn, the light being refracted by the crystal set into the golden metal. She wore her usual golden necklace around her neck with the large amethyst set into it.

"Wow, you've grown so much since I last saw you Peter" the Princess said casually.

"Excuse me?" Peter asked.

"I don't expect you to remember the last time we met, you were barely over a year old when your father brought you into the lab" Celestia continued with a friendly smile.

"You knew my father?" Peter asked with a shocked expression.

"We were quite good friends for several years" Celestia nodded "He often brought you into the lab when your mother was at work, you were quite the troublemaker" Peter grinned sheepishly as he scratched the back of his head but his attention was attracted when the headteacher spoke up.

"I don't mean to be rude Your Majesty but Mr Parker here has already got himself into trouble this very morning" the head growled, giving Peter a very distrusting look.

"Look, I'm really sorry about being late but I left my bag at home and I needed to get it" Peter said in his defense.

"Why?" the head asked impatiently "You've no books to carry today and you've no books you needed to bring with you as today is your first day, what was so important that you couldn't leave it at home?"

"Uhhh" Peter said, his eyes looking back over his shoulder at his bag that contained his costume "Nothing really, just a, uh... force of habit" The head glared at him for a long second before she waved off the excuse and turned back to the Princess.

"If you don't mind me asking Your Majesty why exactly do we need this boy here?" she asked.

"Because I wanted to have a word with him, I haven't seen him in nearly seventeen years and I wanted to see how he was doing" she said.

"Very well, now Mr Parker, we need to talk about the rules of this school" the head said quickly "Each student has three chances and when they break a rule, no matter how big or small, one of these chances will be deducted for each offence, and when their chances are all wasted they are expelled" Peter clenched his fists in his pockets as his agitation grew. This was bad news for him. If he was only allowed to break three rules he would be expelled from school within the first week because of his super hero responsibilities. Back in Manehattan he was missing classes, failing tests and not doing homework almost every day and even they were getting close to expelling him. He had next to no chance of staying in this school if he was going to continue being Spider-Man.

"You've already wasted one of your chances due to the fact you were late this morning" the head continued "You better pick up the slack Mr Parker or you can say goodbye to your place at this school, are we clear?"

"Crystal" Peter said through gritted teeth.

"Good, you're dismissed" she said with a wave of her hand. Peter exited the office and closed the door quietly before letting out an aggravated sigh through his teeth.

"Well, I'm off to a great start here" Peter sighed.

Around the dinner table

Peter closed the door to the convertible he had been driven home in before looking back into the car.

"Thanks for the lift Your Majesty" Peter said to Cadence.

"No problem Peter, and please, call me Cadence" the pink alicorn said with a smile.

"Alright, Cadence it is then" Peter nodded "See you tomorrow Twilight"

"Sure, you too Pete" Twilight said. Peter waved goodbye as he walked up the steps to his door and entering his house as Twilight and Cadence pulled into the driveway next door.

"Aunt May, I'm home!" Peter called out as he kicked off his shoes next to the door.

"I'm in the kitchen" May called back. Peter walked through into the kitchen to see his aunt sitting at the table with two unicorns around her age. The first was a woman with purple and white hair who had a striking resemblance to Twilight and the second was an all blue unicorn wearing a regular business suit.

"Oh, hi" Peter said, bringing his hand up in a quick wave.

"Star, Orion, this is my nephew Peter" May said as she gestured to Peter. Peter walked over and shook hands with the two of them and introduced himself. When he shook hands with Star she seemed to notice the bruising on his knuckles.

"Your hands are bruised" she said.

"You haven't been fighting have you Peter?" May asked.

"I didn't start it if that's what you're trying to say" Peter said, holding his hands up in defense.

"I never said it was" May sighed "How many was it this time?"

"Four or five I think" Peter estimated.

"How old were they?" May continued.

"Early twenties at the least" Peter answered "They weren't really much of a problem"

"Don't start talking like this isn't a problem" May scolded "I thought you said you were going to be on your best behavior at school now?"

"I was" Peter insisted "This happened outside of school"

"Don't get smart Peter" May said, trying to be serious but being unable to keep a small smile off her face.

"Sorry" Peter chuckled "I'm a loudmouth"

"If you don't mind me asking Peter" Orion said "Did you meet our daughter at school today?"

"Twilight?" Peter asked "Yeah, she's pretty cool"

"Pretty cool Peter?" May interjected as she opened the fridge "Is she cool like Gwen was?"

"I do not have a crush on her" Peter snapped "If we're going to start this again I'm just going to go upstairs"

"Go ahead, you're boring me anyway" May said with a chuckle.

"Come one Aunt May, the edgy attitude just doesn't suit you" Peter sighed "You're too kind a person"

"You're too sweet Peter" May laughed.

"I know, I'll talk to you later Aunt May" Peter smirked before looking at Twilight's parents "It was nice to meet you"

"You too Peter" Star said with a smile. Peter nodded and left the kitchen, turning right and bounding up the stairs before diving into his room, closing the door with a flick of his foot. He threw his bag onto his bed and took off his jacket, hanging it on the hooks attached to his wardrobe before he lay down on his bed with his hands behind his head.

"Well... I think it's time for a nap" Peter said, feeling extremely tired all of a sudden. He stared at the ceiling for a long moment before he closed his eyes and began to drift off to sleep.

Peter woke up when he heard a knock at his door.

"Mmmph!?" he grunted as he opened his eyes. The door swung open and his aunt stuck her head in.

"I'm going over to Star's house for dinner with her family in a few minutes, do you want to come?" she asked.

"What time is it?" Peter asked, rolling over and looking at his clock "Nearly nine o'clock... yeah, I'll come with you"

"Good, I'll meet you there" May said as she exited the room and closed the door. Peter pushed himself off his bed and back onto his feet, stretching his arms above his head with the movement making his joints pop. He looked in the mirror on his desk and ran his fingers through his quiff to get it back to it's usual shape and volume before clicking his tongue and winking at his reflection. He grabbed his jacket and pulled it back on before sorting out the hood of his hoodie to sit properly on his back before poking his thumbs through the holes in his cuffs. He opened his bedroom door and thudded down the stairs. He stuck his shoes on and lazily tied the laces before heading out of the house and over to Twilight's. The sun had begun to set and was now low over the horizon, giving the streets a golden glow. He knocked on the front door of the house and waited a few seconds before it swung open.

"Hey Peter" Cadence said with a smile "We're all in the dining room and everything's just about set up for dinner, come on in"

"Thanks" Peter said as he walked in, kicking his shoes off at the doorway and placing them against the wall.

"Good to see you're well trained" Cadence chuckled.

"Yeah my Aunt May used to go crazy when I wore my shoes in the house" Peter nodded. The two of them walked through to the dining room where the family was sitting. Peter smiled at Twilight as she pushed a seat out next to her.

"Peter can you help Cadence with the food?" May asked as Cadence struggled with the plates.

"No, no I'm alright thanks" Cadence said. Peter walked over to her but just as she went to protest again her foot struck the edge of the kitchen unit and she tripped forwards, dropping the plates. Peter's enhanced reflexes quickly sprung into action as he ducked forward, grabbing Cadence by the waist as she fell before pivoting around her and lashing out with his hand. His fingers caught the edge of one of the plates and with a flick of the tips he made the plate jump forward so he was holding the center. Once he had a grip on the plate he moved his hand underneath each of the plates as they fell. A loud clink sounded as each plate landed on top of each other before Peter stood up straight with a stack of seven plates on his fingertips and Cadence resting in his other arm.

"Wow Pete" Cadence said with an amazed chuckle "You're full of surprises" Peter released Cadence and smiled gratefully.

"I try" he shrugged. He walked around the table and gave the plates out to those sat around the dinner table before sitting down next to Twilight and handing her the plate with her food on it. The meal was a delicious looking, albeit slightly squashed, roast dinner with Yorkshire puddings, steamed carrots, peas, broccoli and great smelling beef all nearly drowned in warm gravy with a side of mashed potatoes.

"Thanks Peter" Twilight said as they all started to eat.

"So Twilight, is Peter your boyfriend or something?" Shining asked from across the table.

"No, he's not" Twilight snapped. Shining chuckled to himself as he fed himself a slice of the beef mixed with mashed potato and peas.

"So where are you from Peter?" Shining asked once he had finished his mouthful.

"I've just moved from Manehattan a few days ago" Peter answered.

"I trained there a few years ago with a guy called George Stacey, you know him?" Shining asked.

"Yeah, I was dating his daughter for a while" Peter nodded as he cut himself a slice from the beef.

"Gwen wasn't it?" Shining asked.

"Yeah" Peter answered.

"How was she when her father was killed?" Shining asked.

"She... uh, she didn't take it too well" Peter said with a guilty tone, remembering his part in Stacey's death and the guilt he had felt after watching him die.

"But you were there to comfort her weren't you?" Cadence asked "No one should have to go through something like that on their own"

"I tried to but... she didn't really want to talk to me that much in the first few weeks" Peter shrugged.

"Why?" Shining asked, taking a drink of water from his glass to wash down the food.

"Shining, don't pressure him" Orion scolded "It might be something he doesn't want to talk about"

"Right, sorry Peter" Shining said.

"No problem" Peter said, putting a layer of mint sauce on his beef before eating another piece of it.

"Did you get up to anything interesting at school today?" Shining asked Peter and Twilight.

"Well Peter got into a fight" Twilight said.

"Nice, did you win?" Shining chuckled.

"Don't encourage him" Star said sternly.

"Yeah, Peter absolutely demolished them" Cadence nodded "Snapped one of the guy's arms at the elbow and I think he might've broke one of their spines"

"Peter!" May snapped "You never told me you went that far!"

"What?" Peter asked with a calm demeanor "They attacked me first"

"That doesn't give you the right to hospitalize them" May said with an angry growl "You're not some rouge vigilante" When Peter smirked slightly at the comment, finding it ironic how clueless his aunt really was, but one thing he didn't notice was that Twilight caught the grin but didn't say anything about it.

"I know, I know" Peter said.

"I'm serious Peter, you could get arrested for doing something like that" May continued.

"Not really, as long as it was in self defense he hasn't done anything illegal" Shining said past a mouthful of beef and mashed potato "How many hits did they land?"

"None" Cadence said "But they were the ones who swung for Peter first"

"Give me their names, I'll book them in for aggravated assault" Shining chuckled.

"Shining, don't get involved" Orion cautioned.

"Dad, I'm a police officer remember?" Shining asked with a grin "It's my job to get involved" After that the conversation faded away as they all focused on finishing their food. After they were all finished eating Twilight and Peter began to clean up the table and load the dishwasher with the plates and cutlery when Orion turned the TV on where a newscast was playing.

"And this is the seventeenth night in a row we've had a complete full moon this year and ones that are brighter than normal" the news anchor read "Experts are still trying to figure out the cause of this anomaly but preliminary investigations may point to it being down to an increase in light from several other stars reflecting off our moon, this is Hound news at nine thirty"

"Huh, I didn't know we were that desperate for news stories these days" Shining sighed as he sat down on the couch. The group sat and conversed for a long time until May decided that it was time for Peter to go to bed because he still had school in the morning. After Peter had said goodbye to everyone Twilight offered to show him out and as they were at the door Twilight asked Peter a question.

"Peter, Princess Celestia invited my family to a fundraiser ball this weekend at the Canterlot Royal Hall and I was wondering if... if you wanted to be my date?" Twilight asked with an awkward expression.

"Uh, sure" Peter nodded "I'd love to"

"Really?" Twilight asked with a wide smile "Thanks Pete"

"No problem, so, Saturday evening I'm guessing?" Peter asked.

"Yeah, you can meet me here at ten that night" Twilight confirmed.

"I'll see you then" Peter nodded as he walked down the steps on the porch and back over to his house. Once he was back inside his own house he rested against the door and sighed loudly.

"Yeah, totally not another Gwen" he sighed as he headed up the stairs "Way to consider her Petey"

Your Friendly Neighborhood Spider-Man

The ballroom was much bigger than Peter had expected it to be. It was easily over ten times larger than his own house and was lavished with fancy decorations as well as an enormous chandelier hanging from the ceiling above the center of the dance floor. The music was played by a complete symphony orchestra that had been hired at the expense of the royal family. There was a general hue of chatter as the guests conversed among each other, someone laughing every now and again to a joke that another rich person had told. Peter had bought a black suit with a light brown shirt and dark brown tie for the occasion and was happy to be wearing it while Twilight wore a simple purple party dress with a dark blue sash at her waist. The two of them were stood talking to an older pegasus who was a history teacher at Canterlot High School for a number of years before she retired. There chatter was interrupted when Shining waved the two of them over from across the room.

"What do you think he wants us for?" Twilight asked.

"Let's go find out" Peter shrugged. The two of them walked over to Shining where they were able to see who he was talking to.

"Princess Celestia" Twilight said with a wide smile. The tall princess turned around to see Twilight and she smiled herself.

"Good evening Twilight, you look lovely" Celestia said with a smile.

"You look great yourself" Twilight said, nodding at Celestia's amazing ball gown. She wore a thick white dress with silk shoulders and puffy sleeves with a pair of white high heels on her feet. Celestia's eyes fell on Peter.

"Peter, you look very dashing" she chuckled.

"Thank you Your Majesty" Peter said with a smile.

"Peter... if you don't mind me asking" Celestia said "Why do you have your school bag with you?" Peter's eyes moved back to look at the bag he had on his shoulder before he chuckled awkwardly.

"Just in case I mess up the suit I've got something else to wear" Peter shrugged.

"Very well" Celestia nodded "Are you two enjoying yourselves?"

"Yeah" Peter nodded "I've never really been to anything like this before, it's pretty cool"

"I'm having a good time too" Twilight agreed.

"Glad to hear it" Celestia beamed "Is Cadence around here anywhere?"

"I think she went over to talk with the Mayor a few minutes ago" Shining said.

"Thank you Shining" Celestia said "I'll speak to you all soon, have a good evening"

"You too" Twilight said. With a curt nod Celestia headed off to the buffet where Cadence was talking to the mayor. Once she was gone Shining got Peter's attention by patting him on the shoulder.

"Pete, I want to tell you that a few of those guys you had that fight with are here tonight" Shining warned.

"Are you worried that they're going to hurt me?" Peter asked with a smirk.

"No, I'm worried that you're going to hurt them" Shining chuckled, patting Peter on the shoulder with a grin "Just try to avoid them, I don't want to have to mop up any blood or teeth tonight"

"I'll do my best" Peter said "If you don't mind though, I'm going to go get a drink"

"Hurry back" Twilight smiled. Peter nodded and headed over to the drinks table where he overheard a very worrying conversation.

"Is everything in place for the grab?" a thick Russian accent asked, coming from an all grey stallion leaning against the wall.

"Sure is, the boys on the roof are ready to make the jump and snag everything in this joint" another Russian chuckled "These rich idiots won't even see it coming" The two of them laughed for several seconds before they realized that Peter was standing there. They looked up at him, moving away from the wall as they walked slowly towards him.

"What did you just hear boy?" one of them asked. Peter looked back and forth between the two of them before deciding to trick them.

"Jag är ledsen, jag förstår inte engelska" he said in a confused tone, looking between the two men.

"Ah, the stiff don't understand a word we've been saying" the second man chuckled "Beat it boy" Peter continued his act as he walked away from the table and back over to Twilight.

"Where did Shining go?" Peter asked, looking around for her older brother.

"He got called away downstairs by some other officers" Twilight said "Why?"

"No reason, just curious is all" Peter said. He then began to pat his pockets down as he pretended to search for his phone.

"Crap, I think I dropped my phone in the limo downstairs" Peter growled.

"It should still be there if you want to go get it back" Twilight said "Why do you need it?"

"I need to call my Aunt to tell her how the party's going" Peter added as he ducked away quickly, tightening his grip on his bag as he left the ballroom and into the stairwell. After bolting the door shut with the fire latch he dropped his bag to the floor and unzipped it, revealing the red and blue costume folded inside.

"Looks like we're up buddy" Peter whispered as he pulled the costume out, the iconic spider symbol gaining a familiar glance from him "Time to suit up" Peter changed out of the suit quickly and into his costume. He held his mask in his hand as he threw his bag against a high spot on the wall and webbed it in place, making sure it wouldn't be discovered. He pushed the rotating window out of place on the staircase and slipped out onto the outside walls.

"Here we go" Peter said as he pulled his mask over his face, setting it into place "It's Spider Time"

One of the Russian men looked at the other before each of them pulled balaclavas over their faces and thumbing buttons on their watches. The lights died in the room, blanketing it in complete darkness as a faint whistling noise could be heard. There were whispers of confusion and some of worry. There was a moment of confusion as a faint whistling noise could be heard before a colossal sound of smashing glass filled the air. The glass rained down in the darkness as black clothed men with head torches swung in on abseiling cords swung into the room, each of them wielding an assault rifle and seemed to be well trained with the weapons.

"Everybody on the ground now!" one of them yelled in a Russian accent. Several of them fired off shots from their rifles as others produced large sacks and began walking around the cowering guests, tearing jewelry and watches from them as well as forcing them to hand over their wallets.

"If you comply, nobody gets hurt!" the Russian yelled "But if you piss me off... you get the picture!" There was another moment of silence before a loud knocking noise was heard from one of the shattered window panes.

"Uh... excuse me!?" someone yelled "Am I allowed to come in this way or do I have to break my own window!?"

"What the hell?!" the Russian yelled. There was a brief flash of light as the light reflected off what looked like eyes. The Russian screamed loudly before his cries became muffled and a strange, elastic whipping noise was heard.

"B-boss?" one of the terrified mobsters asked in a whimpering tone "You there Boss?"

"I'm sorry but Boss isn't here at the moment, can I take a message?" the voice asked loudly. There was another flash of light as the mobster began to fire wildly at wherever the voice was coming from. There were more screams followed by more elastic sounds.

"Somebody get those damn lights on!" another mobster roared. There was a brief second of calmness before the lights in the room turned back on with loud electric buzzing sounds. The mobsters threw away their head torches as they scanned the ballroom, aiming down the sights of their weapons with panicked breath. The tension suddenly snapped as a flash of color dropped down and dragged one of the mobsters up to the ceiling, the gun dropping loudly to the ground as the mobster screamed until he was knocked unconscious. At this point all of the mobsters turned to the sound to see several of their crew stuck to the ceiling and tied up in some kind of white string.

"Now while I admit it's not as grand as the chandelier I have to say that it has a certain... charm to it" the voice said from next to one of the mobsters. He whirled around only to have an elbow slammed into the side of his face before being spin kicked to the floor.

"And another one down!" they yelled. The mobsters all whirled around, pointing their guns at the figure that stood in the center of the ballroom.

"Stop!" one of the mobsters yelled in anger.

"Hammer time!" Spider-Man yelled, whipping his arms out to the side and using his webs to yank the guns away from two of the mobsters.

"Kill him already!" another yelled. They all opened fire on Spider-Man but thanks to his heightened agility he was able to handspring backwards away from the fire and land on one of the chairs.

"You look tired man..." Spider-Man said as he leapt into the air. As he tucked forward he used his webs to grab hold of the chair before launching it over his head and smashing it into the mobster, knocking him straight to the ground.

"Take a seat!" he yelled as he landed in a low crouch. He used his webbing to clump together more chairs before swinging them into the air.

"Gentlemen welcome to the Spider-Man theater and as your graceful host I would like to offer you a place to watch the show!" Spider-Man yelled as he launched one chair after another at the mobsters, knocking them sprawling to the floor "Oh lookie here, a full house tonight" His spider-sense flared wildly as he heard the last mobster reload his weapon and begin to fire. Spider-Man easily dodged the hail fire of rounds as he lashed his arm out and webbed the barrel of the gun before yanking it back towards him.

"Now, now, you shouldn't play with toys like this" he chuckled as he snapped the weapon in half "You might hurt yourself"

"What... what the hell are you?!" the mobster demanded. Spider-Man dashed the last three meters towards the mobster and grabbed him by the throat, lifting him off his feet and holding him in the air.

"I'm just Your Friendly Neighborhood Spider-Man" he said as he punched the mobster in the face. He dropped his unconscious form to the floor before he dusted his hands off.

"Ladies and gentlemen if we can all form an orderly line in each of the four corners of this room someone can hold one of the bags of goodies while the rightful owner collects their belongings" Spider-Man said before web zipping onto the hole in the window "Remember to divide the treats fairly or you'll get in trouble" With that he leapt out of the window and swung away into the night. The room was silent for a long moment before somebody in the crowd began to applaud. This motion was joined by several other people before the entire room was applauding and whistling for their masked hero: the Amazing Spider-Man.

The Man Behind The Mask

Peter had put his costume back into his bag after her had retrieved it from it's place on the wall and was retying his tie when his phone began to vibrate loudly in his bag. He took it out of it's chosen pocket and read the caller ID.

"Gwen?" he asked in surprise "Shouldn't she be at her library meeting right now?" He shrugged his shoulders before hitting the accept button and placing the phone next to his ear.

"Hey Gwen" he said with a smile, being happy that he was able to speak to her again.

"Peter, are you anywhere near a TV right now?" Gwen demanded in an agitated voice.

"Whoa, whoa, what's the big fuss?" Peter asked.

"There's something wrong with the moon" Gwen said. Peter moved the phone away from his ear and looked at it with an utterly baffled expression. He placed it back to his ear before speaking again.

"Could you, um, repeat that please?" he asked.

"You heard me Peter and I'm not joking!" Gwen snapped.

"Why are you yelling at me?" Peter asked "Do you want me to go web it back to whatever the hell it's supposed to be?" There was a loud creaking noise as the door opened up, the fire bolt somehow having been removed, and Twilight walked in behind him.

"Peter!" Twilight exclaimed as she hurried over to him "Where the hell have you been!?"

"Who was that?" Gwen asked from down the phone. Peter put his hand over the phone before turning to Twilight.

"Could you give me a minute please?" he asked.

"Give you a minute?" Twilight asked in complete shock "The whole ballroom has just been kicked in, shot up and covered in spider webs, what the hell were you doing all this time?!"

"I've been talking to Gwen" Peter said.

"Wait..." Twilight said as she folded her arms and shot a questioning look at Peter "Who's Gwen?"

"Peter who are you talking to?" Gwen asked irritably "Is that a woman's voice?"

"Alright look, I'm really not in the mood to be dealing with this right now" Peter sighed "Gwen, I'll call you back later alright?"

"Peter wait!" Gwen yelled before Peter ended the call and stuffed his phone back into his pocket.

"Peter, who were you just talking to?" Twilight asked with a suspicious glare.

"That was Gwen, she's the girl I used to date when I lived in Manehattan" Peter answered "Why does it matter so much?"

"It doesn't alright, I was just worried about where you'd gone" Twilight sighed "I'm sorry I snapped at you"

"Yeah, me too Twilight" Peter nodded.

"But did you seriously not hear what was going on in there?" Twilight asked "The place was attacked by these Russian mobsters but after a couple of minutes Spider-Man himself showed up and stopped them"

"Spider-Man?" Peter asked, feigning surprise "What's he doing in Canterlot?"

"I don't know but I'm glad that he decided to show up tonight or else those mobsters would've gotten away with hundreds of thousands in jewels and cash" Twilight explained.

"Is everyone Ok?" Peter asked.

"Nobody was hurt, even when they started shooting but Celestia is really worried about you" Twilight added.

"Me?" Peter asked in genuine surprise "Why was she worried about me?"

"She worries about everyone really" Twilight guessed "But now that I think about it... she did seem much more concerned that you were safe... I have no idea why though"

"Me neither, but I'm going to find out" Peter said, grabbing his bag and hoisting it onto his shoulder. He looked at the bag with a burdened expression before he sighed with a nod.

"Alright, tomorrow I'm digging my satchel out of my wardrobe and using that instead" Peter growled as he headed through the fire door and back into the ballroom. To keep his act convincing he looked around in complete shock, seeing the shattered windows and the numerous objects peppered with bullet holes.

"Looks like I missed out on the party" Peter mumbled "Huh"

"The Princess is over here" Twilight said as they made their way past the very traumatized guests. The royal family were all sat together as they usually did with Princess Celestia standing up as Peter approached.

"Peter, thank goodness you're Ok" Celestia said with a sigh "That's a relief"

"I guess so" Peter nodded "But what about you guys, are you Ok?"

"The cops I got taken downstairs with were being paid off by the Russian mafia to distract all police officers here so the heist would go off without a hitch" Shining said.

"Looks like they didn't plan on their friendly neighborhood Spider-Man jumping in to crash their party" Peter said, looking over his shoulder to examine the other guests.

"Peter... how do you know he said that?" Cadence asked slowly "You weren't there... when he stopped the robbery" This got suspicious looks from all the members of the royal family but Peter stood up for himself.

"Hold on a second" Peter said, taking out his phone and flicking through his images before throwing the phone to Cadence. The image was a screenshot of a newspaper headline that read: Friendly Neighborhood Spider-Man?

"That was one of the nicknames he gave himself when he started getting noticed by the media" Peter said "He got other names too like wall-crawler, web-head, web-slinger and stuff like that and on the occasions I've met him he always referred to himself as the friendly neighborhood Spider-Man"

"Right" Cadence nodded as she handed him his phone back which he took and placed back in his pocket.

"Never mind that, we still need to find out where the heist was ordered from and then I can get a search and hopefully arrest warrant for whoever set this thing up" Shining said.

"That'll take too long" Peter thought to himself "Looks like I'm taking the law into my own hands again" Peter rolled his neck, causing it to crack at such a volume that everyone within a five meter radius heard the sound.

"Ugh!" Cadence exclaimed as she shivered in disgust "Please don't do that, it's disgusting!"

"Sorry, I didn't mean to, my neck's just been really stiff lately" Peter said.

"Do you want me to have a look for you?" Celestia asked.

"Uh, sure" Peter shrugged, feeling slightly suspicious of the Princess's sudden touchy-feely approach to him. Celestia walked behind him and pressed the flat of her hand on one side of his neck to feel for any upsets or bumps before doing the same with the other side of his neck. It was when Celestia pressed two of her fingers against the middle of the back of his neck that he felt a painful bolt jump through his mind and for a brief second the image of the spider that was stitched into his costume flashed before his eyes and blocked out everything. He jolted away from Celestia and slapped a hand to the back of his neck.

"Are you alright Peter?" Celestia asked with a worried tone.

"What did you just do?" Peter asked as he whirled around on her.

"I didn't do anything" Celestia said "I must've just touched a nerve or something, my apologies if I caused you any discomfort" Peter glared at Celestia for the longest moment and he could've sworn he saw the faintest of smirks on her lips for a fraction of a second but he decided to drop it. Since his spider-sense never went off he knew that she hadn't meant him any real harm, but he then remembered that there had been times where his spider-sense hadn't triggered even when he was in danger because he believed he was safe around someone and this could've been another example of a glitch in his system. As Peter blinked he suddenly stumbled to the side, feeling overcome by dizziness from nowhere.

"Peter?" Twilight asked "Are you alright?" Twilight's voice sounded muffled and far away as well as sounding like an overlay of two voices.

"Ugh" Peter groaned as he dropped down onto his rear, putting a hand to his face.

"Peter!?" Twilight exclaimed, her voice fading further and further away with each passing second. He blinked once more before the world went black around him, the last feeling he received being the pain of his head striking the floor.

Peter's eyes drifted open to find that he was in his own bed back at home. His ears perked up when he heard the sound of soft humming from next to him. He blinked a few times to clear his vision before he could make out the blurry form of Celestia sitting on a chair next to his bed. Peter could tell that his shirt had been removed just from where his arms were resting when he woke but he could feel that he was still wearing his boxer shorts. Peter pushed himself up onto his elbows and glared angrily at Celestia.

"You're awake, that's good to see" Celestia said as she turned to look at him with a small smile on her face "You're looking much healthier too"

"What... what did you do to me?" Peter asked groggily.

"A simple mind reading trick, activated when touching the closest connection to the brain stem" Celestia said.

"Where, where did my bag go?" Peter asked.

"It's under the bed" Celestia answered, crossing her leg over her knee "And don't worry, I stopped anyone from looking inside it, we don't want anyone else knowing your little secret do we?" It was at this point Peter completely froze in shock.

"You read my mind..." Peter sighed.

"And took the information I wanted to see if it really was you behind the mask Peter" Celestia said "But do not be afraid, I'm not going to tell anyone about it"

"Then why did you want to know?" Peter asked.

"To allow myself to believe in an ironic destiny" Celestia chuckled "Your father died to protect his research into cross-species genetics, to make sure it was never released onto the world, and the first person the experiment was successful on was his own son, you"

"What do you know about my father's research?" Peter asked.

"That's a story for another time Peter" Celestia said as she got out of the chair "You should rest, you're going to need your strength if what I fear will come to pass"

Nightspawn

Peter had set up his spider-tracers on many of the police communication lines across the city and was now using them to hack the police channel into his phone to help him try and locate the leader of the Russian mob that had attacked the fundraiser. He was perched on top of one of the spires of the castle in Canterlot as he had tracked the perch-point to be the spot with the strongest connection to the triangulated signals he was intercepting from the police channel. His mask rested in his right hand while his phone was gripped in his left. His eyes were closed against the night, trying to ignore the creeped out feeling the moon now gave him whenever he looked at it. His ears perked up when he heard a female dispatcher speak through the comm chatter, giving the information he wanted to hear.

"All units, backup required for storming of suspected mafia hideout, beat patrols be advised to visit the nearest precinct and armor up before dispatching to the club on fifteenth and seventeenth Broad Street" she said.

"I've got you now" Peter growled, sliding his phone into the phone pocket on his new satchel before hooking the strap around the spire on top of the castle and standing up straight. He pulled his mask over his face and assumed the identity of Spider-Man once more.

"Show time" he chuckled as he took one step forward off his perch-point and just dropped. He fell for a long second before he tucked his body up and rolled forward once before extending his legs as he hit the extremely slanted roof of the castle. He set the electromagnetic current of his lower body back to that of a normal human so that his adhesive powers would not prevent him from sliding before tensing his legs and leaping off the twenty story castle roof. He hung in the air for a second, his eyes examining the bright white lights beneath him before he tucked his limbs against his body like an arrow to drop as one.

As the ground hurtled closer and closer he rolled forward once before holding both of his arms out and webbing onto two buildings, the sudden stop causing the webbing to strain itself as he fell down but as soon as the tension in the web became greater than his weight he was thrown through the air at great speeds with a loud cry of joy. He could feel the cold air currents of the night rushing against his streamlined suit as he stared at his reflection in a row of windows he flew past. As he approached a corner he needed to take he shot his web onto a flagpole which he swung around several times to increase the accuracy of his body throw and finally releasing the web to send himself flying through the air once more.

He dropped onto his knees as he slid across the cool surface of glass before extending one leg and flipping himself over. He angled his now sprinting body downwards before leaping into the space in between the rows of buildings and relying on solely his web shooters to keep him going. He tucked, threw and angled his body to maintain maximum speed while still leaping over buildings and through alleys as the city blocks turned into nothing more than a bright blur behind him. As he came up to the club building the police raid was going to search he used two more webs to attach to the higher roof and pull himself up.

As he reached the top of the roof he grabbed hold of the edge and flipped over it, landing silently on his feet as he dropped into a low crouch, quietly reloading his web shooters with the belt he kept concealed underneath. He hurried over to the painted over skylight and with the help of his adhesive abilities he was able to use his fingertips to lift the glass out of position and place it gently onto the roof next to him.

"Heh, I love my stickem powers" Spider-Man chuckled as he placed his hands flat on the ceiling inside the building and flipped inside, pressing the tips of his toes against the roof as he began to silently crawl along until he reached a wall. He squinted to try and make out the shapes in the near pitch black room, the moonlight not making that much of a difference to the brightness. One thing he knew for sure was that he could hear something snoring very heavily, something like a very large dog.

"Oh goodie, I love dogs" Spider-Man whispered angrily "Let me just jump down there and give them their favorite spider chew toy" There was a moment where Spider-Man went to draw a breath only to have his spider-sense flare up. He went to move out of the way as he always did but whatever had triggered his sixth sense was moving almost as fast as he was. He was violently grabbed by the chest and thrown with great force into a set of copper pipes that burst and jetted steam everywhere.

"What the heck?" Spider-Man asked as he looked around the room. His spider-sense flared up again but he was once again too slow as he was punched in the gut and had his head slammed into another one of the pipes, dazing him momentarily. After regaining his senses he quickly leapt up onto the ceiling to try and find whatever was attacking him bit it was much too dark to see anything, let alone something that moved as fast as this thing did.

"Alright pal, fighting in a dark and enclosed area might be your idea of a good time" Spider-Man said "But we arachnids like a little open space and light!" He froze in shock for a nanosecond as he heard a roar so powerful that it couldn't have come from a dog. His spider-sense flared up again and for the third time he was tackled without even a chance to dodge. He used his adhesive powers to latch on to the roof outside and sling both of them up into the moonlight where he kicked the thing off and got enough distance between the two of them to see what it was.

"What... the... hell?" Spider-Man panted, completely stunned by what he was looking at. The creature showed traits of being a regular person but there were certain things about it that made it more monster than anything else. It's arms were enormously muscular and covered in black fur and seemed to be filled with a glowing black energy. It's teeth were fanged and serrated, like some kind of sick torture weapons. It's eyes were a glowing red with yellow irises, giving it the appearance of a rabid animal. There were tufts of bloody black fur jutting out all over the creature's body as well as its tail wagging back and forth instead of hanging their loosely like everyone else's did. It roared in what seemed like agony as the tips of its fingers split open to reveal large, serrated claws that resembled that of a wolf's. In fact, now that he looked at it closer the thing seemed to have many wolf traits as well as normal ones. Then the horrific truth dawned on Spider-Man as he tensed his legs and prepared to dodge any attack.

"It's a cross-species" he growled, cracking his knuckles before settling into a combat stance. The cross-species roared even louder as it charged at Spider-Man with incredible speed, it's large muscular legs giving it the power and drive to propel it forward at such a speed. Peter attempted to block the punch from the creature only to be blasted off his feet and sent rolling to the edge of the roof. He was amazed that this creature was strong enough to knock him over even when he was using his adhesive powers when almost nothing had been able to before, especially when he had been prepared for the attack.

"Ok Muttley, you're better than I thought you were" Spider-Man snapped "But I know I can take you on, besides, it's not like I've gotta worry about hurting anyone up here" It was then that six more of the cross-species burst through the roof itself, all bearing horrible disfigurements and wolf body features.

"And now I just need to worry about them hurting me!" Spider-Man yelled as three of them charged towards him at once.

"Why did Shining say we had to wait here?" Twilight asked as she fiddled with the stereo in the car, trying to lock on to a decent station for decent music.

"He thinks it's too dangerous for us to go in there with him even if we were armed and armored up" Cadence said "Even though I've proven to him several times that I can easily handle myself in a fight and I'm a good shot with any type of weapon"

"For all he knows it could be even more dangerous for us out here, I mean what if some of those gun toting mobsters run out the back and shoot up us both while we're sitting here?" Twilight asked, lightly punching the stereo in frustration with a sigh of anger.

"Too true little sis" Cadence nodded before a confused expression appeared on her face "Wait... did you hear something?"

"Like what?" Twilight asked, listening very carefully over the rain that had begun to pour in the last few minutes.

"It sounded like... something screaming in pain" Cadence said. There was a moment of almost silence, excluding the pattering rain on the car they were in.

"Maybe you're just hearing things" Twilight shrugged. Cadence was about to agree when a large pile of biomass slammed into the hood of the car, denting it and nearly flipping the the car over. The two girls nearly dived into the backseat as they saw the wolf-stallion things punching and kicking at Spider-Man. The largest and ugliest of the creatures pulled up the mask on Spider-Man's face and held out it's long, green tongue that seemingly dropped acid onto the hood next to Spider-Man's head. At the angle the two of them were sitting they couldn't make out the face of whoever was behind the mask but they didn't have much time to work it out as Spider-Man roared in fury, using his super strength to pick up and throw the creatures off him He kicked the rest off his legs and kicked back to his feet before pulling his mask back down over his face. The creatures all began to leap at him, throwing punches that sounded like they hurt whenever they connected with Spider-Man's body. The costumed superhero fought with everything he had to try and defeat the creatures but it seemed to be a losing battle as he was heavily outnumbered and outmatched. He looked back into the car to see Twilight and Cadence before yelling an instruction.

"Try and start the car, get out of here!" he ordered. Cadence threw herself back into the front seat and jammed the key into the ignition as Spider-Man was pulled off the hood and repeatedly punched in the face. The engine of the car refused to start no matter how much Cadence twisted the key and slammed her foot down on the throttle.

"Dammit!" she hissed. Spider-Man was picked up by the back of his head and had his face slammed full force into the hood, leaving a large dent in the metal. Though this somehow gave the engine the kick it needed as the powerful V8 roared to life with the headlights automatically illuminating the alleyway they were parked in. As if by some miracle when the light of the car's headlights touched one of the creatures it began to burn away it's flesh with a sickening crackle. The creatures were all beginning to fry as they pinned Spider-Man down. They must have been intelligent enough to realize that they would rather live to fight another day than burn alive trying to kill Spider-Man. They fled screaming in pain into the night and soon disappeared, leaving the three of them panting in exhaustion. Spider-Man remained still as the two women climbed out of the car and looked at him with worried expressions. Parts of his suit were sliced clean through with some of the claws leaving bloody gashes on his flesh, these wounds mainly being on his right arm, legs and chest.

"Are you alright Spider-Man?" Twilight asked. The web-slinger tucked his fingers underneath his mask and lifted it up enough to where his mouth was no longer covered by it, allowing him to spit a large amount of grit and blood from his mouth. The two stared at him with estranged expressions as the masked man seemed familiar to them. Cadence seemed to notice the light brown hair on his body seconds before he pulled the mask back over his face and jumped down off the hood.

"I'll live" he said, rolling his shoulders and having almost every bone in his back crack loudly, making Cadence shiver in revulsion "Thanks for your help"

"What the hell were those things?" Cadence asked.

"I have no idea... but I think I know someone who does" Spider-Man growled, reaching out with his arm and slinging a web onto a nearby building "Don't stick around, leave before those things come back" With that he leapt into the air and swung away on the web, his injuries forcing him to go much slower than he would've liked to.

Spider-Man easily punched through the padlock on Celestia's balcony doors before stumbling inside. Celestia shot up in bed and used her magic to create a light in the palm of her hand.

"Peter!?" she demanded "What do you think you're doing?!" Her anger turned to horror as Peter stumbled weakly into the bright light and she saw the extent of his injuries. She climbed out of her bed, neglecting the fact she was merely in her undergarments which didn't cover that much up. Peter sat down in the chair across from Celestia's bed, pulling his mask off and running his hand through his hair, seeing blood and dead skin sticking to his hand.

"Celestia..." Peter groaned.

"Peter what happened?" Celestia asked, biting her lip with worry "No, don't waste your energy talking, I'll see for myself" Celestia went to place her hand on the back of Peter's neck only to have him slap her hand away.

"Peter please, this will put you to sleep, it'll save energy because right now you are dying" Celestia said "It will hurt your body to heal you so it's best if you're asleep when it happens" The two locked eyes for a second before Peter nodded, lowering his head to make it easier for Celestia to reach the back of his neck. He felt the painful sting as she searched his memories until she saw what he had been beaten by. As the wave of nausea washed over him he heard Celestia gasp in horror, whispering one word before he lost consciousness.

"Nightspawn" she whispered before he blacked out.

Formulating a plan

"Are the sacrifices secured?" a man wearing a large black robe with a hood pulled low over his eyes asked. One of the Nightspawn made a guttural snarling sound while bobbing it's head.

"Good, then the Summoning should go ahead without delay" he said with a nod "I trust there were no complications on your hunt?" The Nightspawn made another snarl while scratching the ground with it's enormous black claws. The man looked at the creature with a snarl of his own before speaking.

"What did you find?" he growled. The beast pounded the ground with it's claws as it produced a noise similar to a hyena's laugh before the man struck out at it, severing it's head with nothing more than the side of his hand.

"We do not have time for any possible delays!" he roared in rage "We must return our Mother to this world not a moment after we have planned, this insect will not get in our way!"

Peter's eyes shot open in the bed he lay in, remaining still for a brief moment before his back seized up in pain, his muscles feeling like they were being twisted and contorted by a red hot rotating cog. He tried his best to ignore the pain but the longer he tried to resist the more intense the pain became, becoming so bad that he was driven to roaring in pain. White lights began to explode in front of his eyes as the pain became utter agony with no end in sight. He tensed suddenly when a warm hand was placed on his chest but as the spasm in his back began to subside he relaxed, his pained breathing becoming more and more stable until he was able to stop his chest from heaving. He was drenched in a cold sweat with his throat being drier than sandpaper. He screwed his eyes shut and placed his palms over them before talking to whoever had helped him.

"What the hell was that about?" he asked.

"I hadn't enough time to fix your back before you woke up" who he presumed to be Princess Celestia said as she removed her hand from his chest "You woke up as I was taking a break to get enough energy back to continue healing you" He sat up in the bed and saw that Celestia looked like she hadn't slept in days, large bags under her eyes with her normally bright eyes being dull and bloodshot.

"How long have you been awake for?" Peter asked.

"I've been healing you for three days without any sleep" Celestia answered, realizing that her usual unreadable expression had slipped and that Peter had seen how weak she felt.

"Then you need to go to bed" Peter said as he swung his legs over the side of the bed and stood up, his joints popping as they moved for the first time in days.

"No, I can't" Celestia said "I'm not certain that you're fully healed yet... I still need to-"

"Princess, stop" Peter said, putting his hand on her shoulder and guiding her down onto her bed "You're going to pass out if you don't sleep, besides, you'll think better when you're fully rested"

"Peter, I can't" Celestia said, trying to stifle a yawn with little success. Peter pushed her down onto her back gently and pulled the covers over her.

"Sleep, now" he ordered as he took her crown off her head and placed it on the bedside table "I'll check up on you in a few hours"

"Where are you going?" Celestia asked.

"Out for a spin" Peter said, locating his badly damaged costume on the set of drawers next to the mirror across from the bed. He grabbed the costume and put it on, trying to avoid damaging the fabric anymore, before grabbing his mask and web shooters. He fastened on the modified watches before pulling his mask over his face and leaping out over the balcony and dropping down into the city. Peter realized that he had never asked Celestia about the dream he had before he woke up to see if it meant anything. It seemed like it was too realistic for it to be a random creation made by his brain. It must have been something not created by him as the man he saw he didn't recognize and he knew that his brain couldn't create new faces, even subconsciously. He decided he would ask Celestia about the dream when he went back to check on her, but for now he would focus on looking for the Nightspawn. He began to wonder what the others thought about his three day disappearance, if Cadence and Twilight suspected anything if they knew where he was since they were there when he was attacked by the Nightspawn. His attention was attracted when he heard a loud smashing sound followed by an even louder scream from a woman.

"That's my cue" Spider-Man said as he dropped down to the streets. He walked into the back alley where he heard another scream before a woman came sprinting past him at full speed, not even stopping to ask him to save her.

"What's got her so spooked?" Spider-Man asked as he peered into the alley. He jumped back as he saw a pair of red eyes light up in the darkness of the alley before another pair appeared, followed by another, and another... and another.

"Oh this isn't going to be fun" Spider-Man sighed. There were loud barks as enormous black wolves with tails looking like they were made out of ash dived out at him. He back flipped away from the jaws of one of them, kicking another in the face before a third clamped onto his arm and upset his balance which caused him to tumble to the ground and have more wolves pile on top of him. He tore his arm free from the wolf and used his web shooters to web their mouths shut and then using his webs to launch himself into the air where he reached out and stuck himself to the wall. The wolves looked up at him with saliva-soaked fangs and hungry eyes.

"Let's see you get up here Fido!" Spider-Man yelled. The wolves barked once before they exploded into a small swarm of bats made of a flaking ash-like substance.

"You. Can. Not. Be. Serious!" he roared as the bats swarmed around him, biting and tearing at his skin. He used his web shooters rapidly to web up as many of the bats as he could before he heard the depressing hiss of empty cartridges.

"Oh for fu-" Spider-Man growled, being interrupted as a solitary Nightspawn tackled him from the wall and down three stories to the ground, plowing him into a minivan and crushing the vehicle from the strength of the impact.

"Of all the places to die" he sighed "Why did it have to be pinned down next to a damn minivan!?" Spider-Man slammed his fists as hard as he could into the temples of the Nightspawn, stunning it before he booted the creature off him and rolling backwards off the minivan to land on his feet. He quickly reloaded his web-shooters from the spares he kept on his belt before trying to anticipate where the Nightspawn was going to come from. His spider-sense flared up and without even thinking he threw himself as high into the air as he could as the minivan was thrown straight underneath him, smashing through the windows of a store's display. He landed on the ground where his spider-sense flared up again, giving him a warning, but something else gave him a direction that the attack seemingly would come from. By some wild decision he decided to trust this new sensation rather than his spider-sense, turning around and cupping his hands over his right shoulder just in time to catch the clawed foot of the Nightspawn. He gripped it's ankle and heaved it over his shoulder to slam it into the ground with all his strength before pulling it closer towards him and stamping on the back of it's head. The blow seemed to knock the Nightspawn out and Peter took the moment to web the creature down before even risking letting his guard down to take a breather.

"Well that's one way to put down a rabid dog" he whistled, placing his hands on his hips.

"Freeze freak!" a loud voice yelled from behind him. Spider-Man whipped around to see two police officers pointing their guns at him.

"Are you serious?!" he demanded.

"You're under arrest!" the second cop yelled.

"For what?" Spider-Man asked.

"Terrorist attacks against the city of Canterlot and high treason!" he answered.

"How do you even work that out!?" Spider-Man yelled in complete disbelief, momentarily losing his composure.

"These things never showed up until you did!" he barked "Now stop talking and put your hands in the air!"

"Fine" Spider-Man growled, raising his hands into the air. As the officers put their guns back into their holsters at their side Spider-Man webbed their hands to the holsters, making them unable to move their hand or draw their weapon.

"Sorry guys but I wouldn't do well in prison" Spider-Man said "Do you know what they do to people in those showers, let alone spiders?" With that he shot a web onto the side of a building before leaning back to add stress to the web and then jumping in the air and using the tension of the web to propel him high enough to swing freely without worrying about running into the ground. He looked around quickly for the swarm of ash-bats that had attacked him minutes earlier but he could no longer see them anywhere.

"Seriously, who uses bats as a weapon?" Spider-Man asked with a grin under his mask "It's the stupidest thing ever, I mean what are they gonna do, flap me to death?"

Spider-Man swung around the city for several more hours for any signs of the other Nightspawn that had attacked him but to his surprise these things were surprisingly good at hiding and they didn't seem to be causing anymore trouble. His mind then went to the appearance of these new wolf monster things that could transform into a swarm of bats made out of ash. He knew cross-species were different from normal animals but these creatures were something more, something that couldn't be explained or created by any scientific methods in this day and age.

"Celestia has to know something about these creatures that keep showing up" Spider-Man decided, swinging a full loop on his web before throwing himself back towards the direction of the castle. As he went to shoot another web a sudden electric tingle jolted through his right arm, the same arm with bite marks deep in his flesh, and he suddenly released his grip and dropped several stories before he shot a web from his left wrist to catch himself.

"What the hell was that?" Spider-Man asked himself, swinging onto a building to examine his arm. He examined his arm quickly, something difficult to do with the amount of blood flowing from the puncture wounds. After waiting several minutes with no further incidents with his muscle control he gave himself the green to continue on his way back to the castle. He remained cautious of any accidents happening as he swung from building to building, make sure to stay closer to a wall of the left just in case he could stick to it in case his arm decided to give out again. He made it back to the balcony of Celestia's room and ducked inside quickly. He reached up to remove his mask before beginning to talk to Celestia before his spider-sense warned him of another person in the room. He dropped his hand just as the lights clicked on, revealing a very tired looking Princess Cadence standing by the light switch wearing a fluffy pink bathrobe over a silk nightgown.

"Spider-Man... what are you doing here?" Cadence asked, crossing her arms and looking at him with a confused expression.

"I need to talk to your aunt about something" Spider-Man said, eyeing Cadence as she slowly walked over to him.

"She's asleep at the moment, but there's something I want to talk to you about" Cadence said, stopping in front of him "I never really got to say thanks for saving me and my sister in law a few days ago from those things"

"To be honest I think you did a better job of fighting them off than I did" Spider-Man said with a chuckle.

"Yeah" Cadence said with a short laugh "But I think you deserve a genuine thanks" Cadence stepped almost against him, being only slightly taller than Spider-Man himself. She moved her hands up to his mask, peeling it up so that it rested just above his maw before she leaned in and kissed him, placing her hands on the sides of his face and closing her eyes. Underneath the mask the seventeen year old Peter Parker's mind was imploding. Cadence was twenty five, married and in love and her husband had to be the police captain as well as being the older brother of the girl Peter had a crush on. Everything about the situation was wrong to the core but Peter was a seventeen year old, hormonal teenager who had the experience of one girlfriend in his entire life. By the time he had figured out what he was going to do Cadence was moving away from him and pulling his mask down over his face again.

"There, I think we're even now" she said quietly as she stepped away from him.

"You didn't need to do that Your Majesty" Spider-Man said slowly.

"I know, but I wanted to" Cadence said. His spider-sense went off again, signalling that someone else was about to come into the room and he quickly stepped back and put some distance between him and Cadence. The door opened before Cadence could question what he was doing and Cadence's husband walked in dressed in his police uniform and a bulletproof vest. He froze as he saw Spider-Man standing in front of Cadence as he slowly reached for his weapon.

"Don't" Celestia said from the bed, slowly pushing herself up.

"Feel better now?" Spider-Man asked.

"Much, thank you Spider-Man" Celestia nodded "What smells like dog saliva?"

"That's me" Spider-Man admitted, holding up a hand "I got mauled by these weird wolf things that can transform into swarms of bats"

"So they're using the Leatherfang now" Celestia sighed "They've got to be looking for the next piece now"

"Next piece of what?" Shining asked "What the hell are these things Celestia?"

"To put it simply, they're demons" Celestia answered "They're being summoned from a hellish dimension to serve whoever is trying to resurrect their master"

"Master?" Shining echoed "What master?"

"Ugh, I figure it's time I finally explain this to you isn't it?" Celestia asked rhetorically "The creatures you've been seeing are like hunting dogs, they're sniffing out and collecting everything they need for a summoning ritual, conducted by a priest of an evil cult"

"That's great to know now but who exactly are they trying to summon?" Spider-Man asked.

"They're trying to summon something I locked away almost a thousand years ago" Celestia sighed, placing the flat of her hand against her forehead "Nightmare Moon" The name itself sent a feeling of dread rushing through Spider-Man's body despite knowing next to nothing about Nightmare Moon herself, only that she was completely insane.

"So... how are they going to summon her?" Shining asked "If we can find out what they're going to have to do to get her here we can stop them can't we?"

"Hopefully, because if she does return I'm not sure we're going to be able to stop her" Celestia said in an almost whispering voice.

"Let's jump back a few sentences, you said that these... Leatherfang you said they were called are a second wave looking for something else, what are they looking for exactly?" Spider-Man asked.

"They're looking for something that can be used to ground Nightmare Moon to this point in existence, a possession that used to belong to her or something else that holds a strong reminder of her presence in the world" Celestia said "And if we can figure out what'll have the strongest residue on it we can keep it safe from the Leatherfang!"

"Exactly!" Spider-Man nodded "Now what are we looking for?"

"The first thing I can think of would be her helmet, I managed to remove it from her before I was able to beat her" Celestia said "I can put that somewhere safe from the Leatherfang or anything else they could throw at us"

"Alright, now we're getting a plan together" Spider-Man nodded, smiling under his mask.

The Hivemind

After they had all set up their initial idea Celestia, Shining and Cadence had left to secure the helmet while Spider-Man had been almost forced to return home and rest for the rest of the night to try and relax. Celestia had done her best to heal his arm before she had left and in it's current condition he was no longer worried about it suddenly giving out on him. He made his way to the residential area of Canterlot before midnight and after checking the house to make sure nobody was awake he slipped into his bedroom window. He jabbed the switch on his bedside lamp and with an electric pop the lamp's bulb lit up and illuminated his room. He turned to face the wardrobe-mounted mirror he had in the room to examine his condition. The bats had caused even more damage to his suit, having torn chunks out of his hands, the legs and the stomach.

"I look like I've just been beaten up by moths" he growled quietly. His mask had a long cut in the right cheek which he couldn't remember getting. He sighed loudly before pulling the mask off his face and looking deep into the mirror, seeing the smudge of the pink lipstick still on his mouth. The more he tried to avoid thinking about the kiss the more guilt he felt for it, for not doing anything to stop her. Whether Cadence had kissed him for the reason she said, as a heartfelt thank you, or whether she had developed an adultery-based infatuation for Spider-Man he didn't know but what stung him was the most was that he allowed his hormones to delay his thinking to the point of a standstill. It would've been fine if Peter Parker had been stunned to the core, he could accept that because he was just a seventeen year old with little experience with women, especially ones as beautiful as Cadence. But the fact that angered him so much was that it wasn't Peter Parker that had been kissed it was Spider-Man. Spider-Man was supposed to always do the right thing no matter the pain it caused or no matter the fear he felt. That was the entire meaning behind Spider-Man to begin with to stand for justice with an incorruptible will. But he had let his emotions and secret desires get in the way of Spider-Man's code of honor. When he put on that mask Peter Parker disappeared, his cares, fears, regrets and hopes are all gone and are supposed to be replaced by the determination to look certain death in the eye and charge in head first without second thought. And Spider-Man himself had succumbed to second thoughts. It enraged him to the core.

"I'll fix this damn thing tomorrow" Peter spat, taking off the costume and stuffing it behind a box in the wardrobe without a second thought. He punched the switch on his lamp before throwing the covers over himself as he slammed his head down on the pillow. He tried to fall asleep as quick as possible but the only thing his mind would focus on was a frozen image of Cadence's face the second before she had kissed him, the glint in her eyes as she was closing them, the pink of her lipstick glinting in the light and the feeling of her hands on the sides of his face.

"I am never going to be able to look at her the same way again" Peter growled as he stuck his head under the pillow.

The alarm clock buzzed extremely loudly with it's droning electronic tone. Peter lashed out of his bed and punched straight through the plastic box and silencing it instantly. He ducked back under the covers and groaned angrily, having done the same thing when he first got his powers. He grabbed his phone off the floor and checked the day.

"Yay, Saturday" he weakly crowed from under his bed sheets. He threw off the covers and walked with heavy steps to the bathroom, stripping off his boxers and ducking into the shower, washing his hair thoroughly off all the product before using his thicken up shampoo and rinsing his hair clean. He stepped out of the shower and wrapped a towel around himself before sorting out all of his hair products by the side of the sink, using a hairdryer to blast the water from his hair before using his usual ton of mousse and wax to get his hair back into it's large style. He tidied all of his products away before opening the drawer to grab his toothbrush and toothpaste. He looked into the enormous mirror that was installed in the bathroom and examined the scars on his body. He still had the three deep cuts from the lizard as well as other ones he had gained in fights with criminals with knives. He had one from the side of his right shoulder that slashed across to the left side of his elbow joint he had another one from the top of his rib cage on the left side down to the back of his left hip and he had three from other cross species on his left shoulder, in between his collar bone and his shoulder joint. He also had new healing cuts from the Nightspawn's claws, the selection of scabbing cuts on his forearms were quite noticeable at any distance as well as the gashes he had across his defined abdomen. Peter looked at his body in general and could easily the size increase from when he had first become Spider-Man, he now looked as if he had been working out for a few months and a lot at that. His pectoral muscles had increased in size as well as density and his stomach had developed a very strong set of abdominal muscles. His arms had increased in size with more definition due to using almost all of the muscles in his arms regularly to hold his own body weight. He applied the toothpaste to his toothbrush and ran it under the tap for a few seconds before beginning to scrub his teeth. He opened the drawer that usually contained his pile of boxers only to find out that he didn't have any more left.

"That's right, it's Saturday and I used them already" he growled, spitting out the foam from the toothpaste as he opened the bathroom door and walked down the stairs. He opened the kitchen door to find his Aunt May sitting around the table and drinking coffee with Cadence, Twilight and Star Sparkle. They all heard the door open so it was too late to back off so he merely asserted confidence and walked into the kitchen. He had to smile a little thought, the looks on their faces were priceless.

"Peter, where did you get those cuts from?" May asked.

"Skateboarding" Peter called from the laundry room "That's what I get for not wearing my jacket"

"Peter, your skateboard broke earlier this week" May said slowly "Those don't look more than a few days old" Peter walked out of the laundry room with a pair of white boxers in his hand, grabbing a donut off the plate as he walked past and taking a large bite out of it and heading back upstairs.

"I dunno then" he yelled back down as the bedroom door slammed.

"Does, does he normally do that?" Star asked.

"I actually think that's the first time I've seen him walk around without his shirt on since he was eight" May answered "He was always getting picked on for being skinnier than the kids his age... but I guess things change with time" Cadence looked at Twilight who caught her sister in law's glance before they both just smiled behind their mugs of coffee. Back upstairs Peter had dug his costume out of the wardrobe and began to look over the damage to it and see what he would need to repair it.

"I really hope I can afford this stuff" Peter sighed as he grabbed the old checklist of everything he used to make the suit the first time so he would know what he would need "If I remember right the stuff cost about fifteen bucks last time but since I don't need as much this time I should have more than enough" He opened his drawer and grabbed his light-feeling wallet and got dressed into his usual attire before hiding his costume in his bag which he hung over his shoulder and pulled the strap to tighten it to his back. Peter opened his bedroom door and hurried down the stairs but instead of walking around the entire spiral he merely placed his hand on the metal railing and running his feet up the wall before jumping over the side of the railing and dropping the six foot down to the floor, landing in a low crouch while placing the tips of his fingers on the floor. One thing he failed to notice was that his Aunt May was standing in the doorway with the others standing behind her.

"Peter!" she snapped angrily.

"What?" Peter asked as he stood up, grabbing his shoes and pulling them onto his feet before tying the laces tightly.

"Don't do that ever again!" she growled "You could've hurt yourself!"

"Nah I'm too good for that" Peter said "Anyway, I'll see you later"

"Where are you going?" May asked as Peter ducked out of the door.

"I need to get some stuff" Peter called back as he took off down the streets, hopping over a fence and sprinting through someone's garden.

"That boy is making me go grey, I swear" May sighed, turning around to talk to the other women "What can you do though?"

"Shining was exactly the same at his age" Star chuckled "They're always off getting themselves into trouble in any way they can"

"Too true" May nodded.

Peter sat down with all of the materials he had bought and began to stitch his suit back together, doing his best to avoid the making the suit look patchy. It took him several spools of red military grade string, designed for extra strength, that had cost him one dollar a spool, the whole thing having set him back another fifteen bucks and took him well over four hours to completely fix the suit as well as many pricks from the tip of the needle and six stupid moments when he stabbed himself in the leg after going too far through the suit while stitching. He held up the costume and admired his handiwork, smiling at his good job.

"Just like new" Peter smirked "And now to see how well the helmet thing is going" Peter suited up in the costume and pulled the mask over his face once more. He opened his bedroom window and jumped out, web zipping along the rooftops until he was able to swing from the buildings in the larger areas of the city. As he swung through Canterlot his spider-sense warned him of something but it wasn't as specific as it usually was. The feeling kept with him as he made his way to the castle, never settling down but never worsening. He merely shrugged it off as his spider-sense having an off day or something. As he made it to the balcony he stopped on the railing, crouching on the tips of his toes as he turned around to look out over the city. He felt like something was trying to talk to him, words he didn't think sometimes jumping into his mind and quickly interrupting his thoughts.

"And I keep forgetting to talk to Celestia about that dream" he sighed. Spider-Man was suddenly overcome with a wave of nausea that made him sway slightly. There was a sudden gap in his thoughts were he heard a voice that wasn't his own speak.

"So they're attempting to hide the armor from us?" a male voice said "Good, this should make the hunt more fun for the Nightspawn" Spider-Man put a hand to his face and groaned loudly, the sickening feeling becoming stronger before dying down as quickly as it had arrived.

"Ok... what just happened?" he asked out loud.

"Having trouble?" Celestia asked from behind him. Spider-Man leapt back off the railing and onto the balcony itself before turning to talk to her.

"I just had this weird voice in my head" Spider-Man said, crossing his arms "Now that I think about it... I've heard that voice before in a dream I had the other day"

"What did it say?" Celestia asked.

"I think, whoever's voice that was, knows about our plan to hide the helmet" Spider-Man answered.

"That's impossible, nobody besides us knows about the helmet's existence" Celestia said quickly "What about the dream you had, you said you'd heard the voice before?"

"Yeah, in the dream some guy in a black robe was talking to one of the Nightspawn about their plan to return Nightmare Moon to the Earth, he didn't exactly mention Nightmare Moon by name but he called her something like the Mother, it's kind of fuzzy really" Celestia's face suddenly dropped into a stunned expression, confusing Spider-Man.

"What's wrong?" he asked.

"The Mother is a name used for Nightmare Moon by her most devout follows, the Nightmare's Pawns as they started calling themselves, they believe that Nightmare Moon is a true goddess placed on this planet to rule over all with an endless night, they've given up their very existence to serving her" Celestia explained "The Nightmare's Pawns were also behind the creation of the Nightspawn and the Leatherfang just under a thousand years ago"

"Ok, so we've got some guys who are completely crazy, what does me having weird dreams have to do with this?" Spider-Man asked.

"The Nightspawn are creatures that are controlled by a Hivemind created by dark magic, they operate as packs and have no free thinking of their own" Celestia said "And the dream you had had to have been witnessed through the eyes of another Nightspawn"

"So... what?" he asked "You're saying that I can see through their eyes now?"

"No, what I'm saying is that you're now connected to the Hivemind yourself and that's what's letting you see and hear the same things the other Nightspawn can" Celestia corrected.

"How?" Spider-Man asked in confusion.

"Now that is something I don't know" Celestia said with a shake of her head "I never fully understood how the Hivemind worked as no one I knew at the time was ever exposed to it"

"If I found some way to control this thing, could I use it to listen in on their plans?" Spider-Man asked.

"Maybe, I don't know for certain that you're even able to speak to the Hivemind yourself" Celestia said with a thoughtful expression "But if these dreams keep occurring you might be able to glean some very useful information"

"I'll keep an ear out if I can" he chuckled "So how did the hide and seek thing go with the horn?"

"We've put it in a safe and secure location that nearly no one knows exists" Celestia answered "We don't have to worry about anyone finding it at the moment, anyway, how's your back today?"

"I haven't noticed it hurting at all, you did a good job" Spider-Man nodded "Do you know why I felt like my back was being torn in half?"

"Yes, you had a large tear in the muscle in your back and your movement was causing it to tear further" Celestia nodded.

"Oh, well that makes sense" Spider-Man nodded "Thanks"

"Not a problem" Celestia said with a nod and a smile "Are you ready for another week of school?" Spider-Man sighed loudly before shaking his head.

"No, I'm just counting down the days before I get expelled for missing classes" Spider-Man admitted.

"Well, good luck then" Celestia chuckled as she patted him on the shoulder before heading back inside her room.

Lunch date

Peter's phone buzzed loudly, away from breaking distance, as his alarm activated, the vibrations on the wooden desk sounding like a jackhammer.

"Ugh... school" he groaned from under the bed covers. He pulled himself out and dragged his feet into the shower, going about his morning routines before dressing in his freshly washed jeans and deciding on his Ramones T-Shirt instead of his Rolling Stones. He pulled his jacket on and slipped into a pair of socks before grabbing his bag, his costume safely tucked away inside, having transferred the suit into the satchel instead of his rucksack. He hung the bag over his shoulder and pushed it behind him before making the strap shorter. He put on his web shooters and reloaded them with new cartridges in case the current ones were running low.

"Note to self: install liquid volume indicator in the cartridges" he said as he hurried down stairs.

"You're running late today Peter" May said from the living room.

"I know" Peter called back, tying on his shoes and grabbing his keys "I'll see you later"

"Bye Peter" May said as her nephew headed out of the door. As Peter exited the house he saw Twilight sitting on her front doorstep with a textbook in her hands. She looked up and waved at him before getting up and walking over to him.

"Morning Pete" Twilight said as she put the textbook back in her bag.

"Were you waiting for me?" Peter asked with a small smile.

"Well, I was on the way out the door when I thought it would be nice to give you someone to walk to school with" Twilight shrugged.

"How did you know I hadn't left yet?" Peter asked.

"Oh, I... I just thought you wouldn't... have left just yet" Twilight said with a sheepish grin. Peter turned back to look at his house to see that he had left his bedroom curtains open and he also realized that his room was opposite from Twilight's. Peter turned back to look at her with a grin on his face. He didn't say anything but his theory was proven when Twilight's cheeks went bright pink.

"Alright, you ready to go now?" Peter asked as he stuffed his hands in his pockets.

"Sure" Twilight nodded. Peter yawned loudly, his breath frosting in front of his mouth, allowing him to realize just how cold the autumn weather was getting.

"Did you get much studying for that exam done over the weekend?" Twilight asked as the two of them walked up the street.

"Uh... maybe?" Peter said with a sheepish grin.

"So I'm going to take that as a no?" Twilight asked with a gentle smile.

"I never said I didn't" Peter emphasized.

"But you never confirmed you did either" Twilight retorted.

"Good point" Peter nodded "But you're right, I didn't"

"So what was all the fuss about?" Twilight asked with a raised eyebrow.

"I'm a man remember?" Peter asked with a smirk "Men can never be wrong"

"Unless there's a woman around" Twilight added.

"That's why we tend to drink, to avoid the sting of the humiliation of being proven wrong" Peter grinned.

"But what about you Pete, you don't drink" Twilight observed.

"Well that's because I'm never wrong" Peter winked.

"Then we obviously haven't had a long conversation before have we?" Twilight asked.

"Is that a challenge to prove me wrong?" Peter asked in return.

"Nope, its a promise" Twilight smirked.

"Well I could just avoid you so I'd never be proved wrong" Peter shrugged.

"I didn't realize you were such a wimp Peter" Twilight laughed.

"Hey, I was only joking" Peter said, crossing his arms and pretending to pout "You don't have to be so mean"

"Oh don't worry Peter" Twilight said as she patted him on the shoulder "You'll be a real man someday" With that she increased her walking speed and left Peter to catch up to her.

The two arrived in the school building with a few minutes left before the bell went for their first lesson.

"So who've you got for first class today?" Twilight asked.

"Good old Mrs Jarvis for English studies" Peter sighed "This should be fun"

"Why, does she give you a hard time?" Twilight asked with a confused expression.

"No, she's raised me up on a pedestal as some sort of child genius" Peter shrugged "Everyone expects me to be some kind of wizard when it comes to English now"

"Is that a bad thing?" Twilight asked as she placed a hand on her hip.

"Now that you mention it, no, there isn't" Peter nodded with a smirk "I've gotten used to everybody depending on me in the past year" His mind glanced back to the spider on his costume and he allowed himself a small chuckle before he began to walk down the corridors, Twilight walking alongside him.

"What about you?" Peter asked "Who're you with?"

"Mrs Jones for performing arts class" Twilight answered "This should be fun"

"Sarcasm?" Peter asked.

"Oh yeah" Twilight nodded with a grin.

"With good reason I assume?" Peter asked with a grin.

"Obviously, she just thinks I'm supposed to be absolutely perfect at everything" Twilight answered.

"You mean you're not?" Peter asked with exaggerated surprise, putting a hand to his mouth.

"Very funny" Twilight chuckled "She says I could be an amazing actress if I just put my all into it"

"As if you don't do enough of that already" Peter added.

"That's exactly what I said but she still thinks I can do much better" Twilight growled "Have you done any acting in your life?"

"No, my Aunt says if I'm lucky the only role I'll get in acting is in a movie about Facebook" Peter chuckled as he stuffed his hands in his jacket pockets.

"That bad?" Twilight asked with a shocked expression.

"Yup, my Aunt's a very blunt woman, she doesn't mess around and sugarcoat things" Peter smiled "Anyway, I'll talk to you later"

"See you later Pete" Twilight said with a nod. Peter ducked inside the classroom door, kicking the door closed behind him. Twilight looked at the door for a long second before sighing loudly, a small smirk on her face as she crossed her arms.

"Huh, maybe Cadence was right..." she said to herself before walking off to her first class.

"Mr Parker?" Mrs Jarvis called as Peter was heading out the door. Peter looked over his shoulder at the light blue pegasus with light yellow hair, tied back in a ponytail.

"Yes?" Peter asked, turning around and heading back over to her.

"You did read up on Macbeth over the weekend didn't you?" Mrs Jarvis asked as she sorted out the piles of papers on her desk "We've got an exam on the play this afternoon remember?"

"Oh" Peter said with a surprised expression "No, I... kinda forgot to revise" Mrs Jarvis crossed her arms and looked at Peter with a raised eyebrow. Peter scratched the back of his head and smiled sheepishly, hanging his thumb out of his pocket as he eyed a spot on the floor with sudden interest.

"Peter, I know you're a smart kid but even you can't just remember an entire play, especially Shakespeare, without even so much as revising for a few hours" Mrs Jarvis chuckled, picking up a hardback copy of the play from her desk and handing it to him "Here, try to revise from this at lunch today will you?" Peter took the book from her and nodded.

"Alright, I'll take a look at it" Peter said, slinging his bag off his shoulder and stuffing the book inside one of the pockets.

"Your bag's pretty full Peter" Mrs Jarvis said slowly "What exactly have you got in there?"

"Just... stuff you know" Peter shrugged, hefting his bag back onto his shoulder and smiling at his teacher before heading towards the door.

"Make sure you do Peter" she nodded as she sat down at her desk again and began to sort through her papers thoroughly. Peter closed the door behind him and tightened his bag on his shoulder before breathing a sigh of relief. His stomach interrupted his thoughts as it growled loudly, sending pangs of hunger through his system.

"Wow, didn't realize I was that hungry" Peter noted "Well lunch is in a few hours, I can last till then" Peter went through the next class with hunger on his mind but as he made his way to the canteen for their morning break he met up with Twilight again.

"Hey Peter" Twilight said with a smile as the two stood in line together, waiting for the dinner ladies to open the shutters and start serving the morning food.

"Hey Twilight" Peter nodded "How was acting?"

"Ugh, stressful as usual" Twilight growled.

"But you did well, right?" Peter asked with a raised eyebrow.

"Of course, but it wasn't easy" Twilight sighed "Everyone's trying to compete with me to be the best actor in our class but they just end up trying to make me mess up while I'm performing"

"Sounds like you're in a class of jerks" Peter shrugged.

"I guess" Twilight nodded, taking a small breath before looking at Peter again "Are you busy this lunch?"

"No" Peter said slowly, raising an eyebrow "Why?"

"Well..." Twilight said, fidgeting with her hands as she looked down at the ground for a long second "I was wondering if you'd like to get something to eat at lunch, in town somewhere" Peter was surprised at the offer, he wasn't expecting Twilight to ask him to go on a dinner date but he smiled at her courage.

"Sure, I think that could be fun for both of us, I might need help revising Macbeth for the test after lunch" Peter nodded "You don't mind helping do you?"

"Of course not" Twilight said with a smile "Alright, so... can you meet me at the gate at the beginning of lunch?"

"I can do that, I'll see you there Twilight" Peter chuckled.

"Right" Twilight nodded "Ok then"

The two teenagers were stood in line at the fast food restaurant while they decided what they wanted to eat. The burger menu was what had attracted Peter's eyes at first and he decided he was hungry enough for a double bacon cheeseburger with a large side of fries and a large coke. Twilight went with a chicken wrap and a small coke herself and the two were asked forward to place their orders.

"Twilight!" a female voice called out from the corner of the restaurant The two of them turned to see Cadence sitting at a table with Shining, the blue haired unicorn listening to something through a set of wireless headphones. Twilight smiled and waved to her sister in law, Peter placing the orders before waving curtly with a smile.

"Do you wanna go over and talk to them?" Peter asked Twilight "I can wait for the food while you talk"

"If you don't mind" Twilight nodded before walking over to her family. Twilight sat down next to her older brother, the taller man looking at his little sister with a smile before knocking on the side of his right earphone with an annoyed growl.

"Don't break them, they cost a lot" Cadence scolded as she sipped her drink through a straw.

"I know that" Shining sighed "I'm the one that paid for them"

"So what are you two doing here?" Cadence asked Twilight after a second of glaring at her husband, her usual smile returning to her face.

"We came to get some food, Peter was really hungry and I thought I'd come with him" Twilight shrugged. She caught the grin Cadence was giving her, a very sly smile with an accusing look that made Twilight blush.

"Oh really?" Cadence said as she joined her fingers and rested her chin on them, still grinning.

"Yes really" Twilight growled "Don't get any ideas"

"Well it seems like I'm not the one coming up with the ideas am I?" Cadence asked with a chuckle "But fine, I'll drop it for now"

"Keep it that way" Twilight snapped just as Peter walked over to them, balancing two drinks, a large burger, a chicken wrap and a portion of fries on a tray with the tips of his extended fingers. Cadence stood up and moved out of the way so Peter could sit next to the window, the teenager smiling thankfully as he slid across the leather seat and placed the tray down on the table. The two teens took their food and began to dig in quickly, the two of them feeling absolutely starved and both being desperate to sate their hunger.

"So, how's your day going so far?" Cadence asked the two.

"Alright I guess" Twilight answered "We've got a test after lunch which is going to be fun"

"You've studied for it right?" Cadence asked.

"Of course I did" Twilight nodded.

"What about you Peter?" Cadence asked, turning to face the teen. He quickly finished a mouthful of his burger before chuckling.

"I never normally need to study, I just memorize everything in class" Peter answered.

"That's never a good idea, you really should study and take notes" Cadence said with a disapproving tone.

"Well my Uncle Ben always taught me that if you don't know something when you're taking notes on it what's the chance of understanding it when you go to look back over it when you've had time to forget anything you might've known about it" Peter said, sipping from his straw to wash down the lump of food caught in his throat, grimacing in pain as the large chunk of food strained his esophagus.

"I did the same thing when I was at school" Shining said, taking off the headphones and placing them down on the table with an angry glare "It got me this far in life"

"Through pure luck" Twilight said under her breath.

"Oh yeah?" Shining asked with a smirk "Luck doesn't get you a wife as gorgeous as Cadence does it?" Cadence and Twilight chuckled quietly while Shining began to look at the headphones again.

"Having trouble?" Peter asked him.

"Yeah, these things keep picking up other sounds from other frequencies from around here and they just keep cutting out every few seconds" Shining nodded "I'm about two minutes away from snapping them"

"Let me see if I can do anything about it" Peter said, gesturing for Shining to hand him the headphones.

"Sure" he nodded as he pushed the item over to Peter. Peter dug through his bag and pulled out his glasses box, opening it an removing his large pair of black glasses. He placed them onto his face and began to examine the headphones himself. He grabbed the plastic knife from Cadence's salad and cleaned it on a piece of tissue.

"Do you mind if I use this?" he asked.

"No, I was nearly done with it anyway" Cadence said with a shake of her head.

"Thanks" Peter said, using the point of the knife to crack open the speakers on the headphones and begin to fiddle with the wiring. The other three sat quietly while Peter worked on the headphones, examining each piece thoroughly, holding certain wires and chips up to a source of light and scouring them for imperfections. His face remained locked in an expression of concentration the entire time he worked, cleaning up certain pieces of the wiring and moving around the insides of the speakers. He set everything back into place before taking his own phone out of his pocket and cracking the back of it off, removing a small green chip from the back of his phone's motherboard, switching it out with a smaller one in one of the speakers before closing the speakers back up and clicking them back into place He held down the activation button and the green light began to pulse in the light on the side of the headphones.

"Try them now" Peter said as he handed them back to Shining. The captain placed them over his ears before falling silent for a long second.

"Yeah, the sound's a lot clearer now" Shining nodded "Thanks Peter, what did you do to them?"

"The wireless chip in the speakers was using too large a frequency that several other devices were tuned similarly to and because of that it was able to pick up on transmissions from other devices" Peter explained "After I sorted everything out I replaced the communications chip in the speakers with one from my phone to help it tune into a much narrower and more secure frequency, it's basically the same feature that prevents phone calls from mixing with other people's calls"

"Huh, pretty cool" Shining said with an impressed expression.

"I wouldn't exactly say cool, I'm leaning more towards nerdy than anything else" Peter said with a chuckle as he continued to eat his food, giving Cadence back the plastic knife with a grateful nod.

"Where'd you learn to do that?" Cadence asked after a moment of silence.

"When I was a little kid my Uncle used to bring home old toys and stuff from his job to give to charity stores but I would always take them apart before he could" Peter said with a chuckle "After a while I learned to put them back together and I would sell them to the kids at school to make some money for myself"

"That's cute" Cadence chuckled.

"Thanks" Peter said with an awkward smile.

"Yeah Twilight used to do stuff like that" Shining said as he glanced at his sister "Except she would just break them and blame it on me"

"No I didn't!" Twilight snapped angrily.

"You can ask Mom when we get in, you used to break all of my stuff" Shining chuckled.

"Uh Cadence, do you mind if I get up please?" Peter asked.

"Sure, gimme a sec" Cadence nodded as she moved out of her seat to allow Peter room to move.

"I just need the toilet" he said quickly, moving out of the booth and across the restaurant to the section with the toilets. Cadence sat back down and waited until Peter was gone before turning to look at her sister in law with a smirk.

"So, I think he's a keeper" she announced.

"Second it" Shining said as he stole one of his wife's fries.

"I hate both of you" Twilight growled, scowling at her family who merely laughed at her response.

Tensions rising

Spider-Man stuck to the small skylight of the penthouse where a Russian mob deal was supposed to be in progress. Spider-Man had decided that if he was unable to pursue the guys behind the Nightspawn attacks he would go after someone he knew something about. Aleksei Romanoff, the head of the Russian mob and also the one who had set up the attempted robbery several days earlier.

Since he had moved to Canterlot he had heard a lot about the Russian mob and it's connections to corrupted officials and people with names that held a lot of weight all the way up the chain and into Celestia's court but with many head mobsters he had covered his tracks well and was nearly untouchable by the police who were unable to launch a full case against him due to lack of evidence.

But as the city knew, Spider-Man didn't wait for warrants and greenlighting before going after a criminal. He used his webbing to cover the left side of the skylight completely before cocking back his fist and punching it. The glass would've normally shattered loudly and dropped to the floor, creating a loud mess, but due to the webbing coating it the window's shattering sound was muffled and reduced to a quiet crack and it was able to be lifted out in one piece.

He placed it beside him before climbing into the penthouse, staying on the ceiling as he surveyed the scene. He could hear muffled voices from behind a closed door with lights and shadows cast from underneath the crack in the bottom of the door. He checked the room quickly for alarms or anything that could trigger an alarm before crawling along the ceiling to the door.

"Great, I open this thing and I'll let everyone know I'm here" he thought to himself, looking around the room before he spotted an old-looking airduct "Bingo" He leaped up to the airduct and placed the tip of his finger on one of the bolts keeping the grate of the airduct on. He twisted his finger around and loosened the bolt enough, repeating the process with the other three before crawling inside the vent and webbing the vent cover back on, covering his tracks just in case. He crawled through the vent at a rapid pace and as he got closer to the meeting the voices became clearer.

"We went through a lot of trouble to get this old hunk of junk for you buddy" a thick Russian accent said, the voice echoing through the vent.

"And we appreciate your efforts Mr Romanoff, we are very grateful in your assistance to our cause" a familiar voice said "We'll make sure you are handsomely rewarded upon our Mother's claiming of the throne"

"Yeah, of course you will" the Russian chuckled "Have you got our sixteen mill?"

"Sixteen million!?" Spider-Man thought "What the hell are these guys selling, Celestia's lingerie?" Spider-Man made his way to the exit to the vent from where he could see the meeting going down. He saw the Russian mob boss sitting back in a leather, revolving chair. He wore a steel grey suit, matching his colors perfectly. His eyes were a hard blue color with his hair being slicked back. He saw a unicorn in a black suit with graying brown hair step forward with a large case of money, setting it down on the desk and stepping back. As the Russian stood up Spider-Man could see the colossal size of him for the first time, measuring just over six foot six and being about two hundred and fifty pounds of pure muscle.

"Yeah, I'm sure if he punched me in the face I'd get a bloody nose" Spider-Man shrugged "...While lying in a hospital bed that is" The Russian checked the case before nodding to his guards, large Russians who stepped out of the shadows with assault rifles.

"You really should've thought this through, you come here and ask me to hand over what you say is the most valuable item in existence and something you treasure with all your heart in exchange for a measly sixteen mill?" Romanoff asked with a smirk "And on top of that you came alone and unarmed?"

"Ah, I knew it was some kind of Celestia's underwear" Spider-Man nodded.

"Who said I was unarmed?" the man chuckled, clicking his fingers loudly and stepping back. Seemingly out of the woodwork three Nightspawn appeared behind each man, grabbing them from behind and disarming them with violent twists.

"What the hell?!" Romanoff exclaimed in fury "What are these freaks?"

"They are my hunters" the man chuckled, walking over to the desk and picking up the case of money and another black crate with a smile "But for you and your thugs, they're death" The Nightspawn raked their huge claws across the throats of the two guards, slitting through their jugulars and causing their blood to spill onto the carpet. When the third Nightspawn attempted to do the same Romanoff slammed his elbow into the monster's stomach to break it's hold before pivoting around on his heel and kicking it out of the window behind him.

"Hunters, destroy him!" the man yelled.

"That's my cue!" Spider-Man yelled, bursting from the vent and landing on the floor.

"You?!" the two men roared in fury.

"You know who I am?" Spider-Man asked, raising his hands to his face before giggling like an excited girl "Now I know just how Katie felt when John and Malcolm recognized her at the mall!"

"Nightspawn!" the man said through gritted teeth "Finish both of them!" Several more of the Nightspawn crawled out of the shadows and began to surround the other two while the older man began to make an exit.

"Oh no you don't!" Spider-Man yelled, using his webbing to snatch the black crate from the man's grip. As soon as his hands touched the crate all the Nightspawn looked at him with glowing red eyes and rotten snarls.

"Get that crate back!" the man yelled "If we lose that our plan is ruined!"

"Thanks for the tip pal!" Spider-Man grinned, attempting to jump out the window only to be grabbed by the ankle by Romanoff and thrown back into the building. He slammed into the wall and slammed his head against the painted bricks with a loud crack.

"Ooh, that's gonna leave a mark" Spider-Man groaned. He turned his head to see a large alarm box just above him, an idea forming in his head. He stood up and slammed his fist into the alarm box, the alarm triggering loudly.

"You idiot!" Romanoff yelled "Do you know what you've just done?!"

"I think I just called for backup" Spider-Man said, climbing back up to his feet.

"The only backup you're getting is a cement block!" Romanoff roared, lashing forward and throwing a punch for Spider-Man's head. Spider-Man leapt to the side and Romanoff's fist punched through several of the bricks, sending brick dust into the air.

"Whoa, can you imagine how much that would've hurt if you knew how to hit someone?" Spider-Man asked with a chuckle.

"Don't imagine, you'll find out soon!" Romanoff snarled as he swung wildly again. Spider-Man dodged out of the way of the punch only to be tackled to the floor by one of the Nightspawn. A large fist slammed into the side of his face, his jaw clicking loudly before another fist was slammed into his gut. The crate was grabbed off him by the Nightspawn which attempted to throw it back to the suited man.

"No you don't!" Romanoff yelled, slamming his knee into the stomach of the Nightspawn, several organs rupturing inside the Nightspawn from the impact. The monster keeled over with a screech of pain which was silenced instantly as Romanoff slammed his elbow into the back of it's neck and breaking it with a loud crack. The Nightspawn dropped dead to the floor, it's joints cracking as it landed in an awkward position. Romanoff grabbed the crate and began to yell into the cuff of his watch.

"You lazy asses get up here right now!" he roared, punching another Nightspawn to the floor as it leaped at him "We've got cops on their way and we need to leave!"

"You're not going anywhere with our Mother's treasure!" the grey haired man hissed with his eyes lighting up a luminous black "Give me back her gift!"

"Over my dead body freak show!" Romanoff yelled as he grabbed another Nightspawn by the throat and throwing it at the grey haired man. The man held his hand above his head for a brief second, a black glow coming from his fingertips, before bringing it down and slicing straight through the Nightspawn's body. The two pieces fell to the ground either side of him as he glared furiously at the two still fending off the Nightspawn.

"If you insist" he snarled, cracking his knuckles loudly.

"He just murdered one of his own guys" Spider-Man said with his hand out in a gesture of accusation "That's gotta affect his K/D ratio somehow!"

"What?" the two other men asked in complete confusion.

"What, I'm not the only one who plays Battlefield here am I?" Spider-Man asked. The three were silent for a long time before the two older men looked up at each other.

"We kill him first and then we can sort this out like men right?" Romanoff asked.

"Deal" the man nodded.

"Oh great" Spider-Man yelled. His speed was once again outmatched as a Nightspawn grabbed him form behind, pinning his arms down by his sides as Romanoff began to slam punches into his face and gut. The older man walked in front of Spider-Man and balled his fist, a large glowing black light around his hand.

"Say goodnight bug" he snarled.

"I think someone's at the door" Spider-Man said. The older man chuckled before he pulled back his arm, aiming the punch for Spider-Man's stomach. His attack was stalled as the door was kicked down and several armed SWAT members ran in. The distraction allowed Spider-Man to break free of Romanoff's grip, the attack slamming into the mobster's gut and sending him flying into a wall. Spider-Man grabbed hold of the older man's arm and twisted it around before pulling it over his shoulder. He grunted in pain as Spider-Man kicked the back of his knee and brought him down to his knees before putting his hand on his face and slamming the back of his head into the floor to knock him out cold. The SWAT team opened fire on the Nightspawn as they attempted to attack Spider-Man, their loud screeches blocking out the alarm.

"Clear!" a familiar voice yelled. Shining Armor dressed in SWAT gear rushed over to Spider-Man as he dropped to one knee.

"You OK kid?" Shining asked as he knelt down in front of him, placing a hand on his shoulder. Spider-Man lifted his mask up to his mouth, spitting out a large amount of blood onto the floor before taking a deep breath and nodding.

"Yeah... what exactly is Romanoff for him to be able to hit that hard?" Spider-Man asked as he pulled down his mask back over his mouth.

"They did something to him back in Russia, we don't know what but it made him a lot stronger than a normal man" Shining said "I'd say you're lucky he didn't snap you in half"

"Nah, I'm too fast for him to catch me" Spider-Man chuckled.

"Apparently not" Shining grinned, patting him on the shoulder and standing up "You might wanna get out of here before the brass tells us to arrest you"

"Yeah, thanks Captain" Spider-Man nodded.

"Thanks for helping us get this guy, this deal should put him behind bars for a long time" Shining said as he looked around.

"Hopefully" Spider-Man said as he turned around, giving a short salute to Shining before sprinting forward and leaping out of the shattered window and into the night air.

Peter opened the front door to his house and noticed that the lights were all off which meant that his aunt had gone to bed. It had just gone one in the morning as he closed the door and locked it behind him. He looked in the illuminated mirror where the key hooks were to see the extent of his injuries. The side of his right eye was badly cut and swollen, a large bruise running along the left side of his cheek and his lip was burst, swollen and bloody. The several cuts on his face were caked with dry blood which he would have to scrub off before he went to bed. He placed his keys on his hook and walked into the kitchen, going over to the sink and filling up a glass of cold water. He froze in mid-drink as the kitchen light clicked on, his spider-sense warning him of three people standing in the doorway to the kitchen itself.

"Peter" May's agitated voice said from the doorway "What time do you call this?"

"One in the morning" Peter said under his breath, finishing off his drink.

"Where the hell have you been?" she asked, remaining steady in her speech but Peter could tell she was angry with him.

"Out" was all he said, shrugging his shoulders.

"And what were you doing until one in the morning?" May asked as she began to lose her patience with Peter.

"Nothing" he said, giving another one word answer.

"Don't even bother lying to me Peter!" May snapped furiously "And how many times do I have to tell you to take your damn hood down in the house!" It was at this moment Peter lost his patience, an anger twitch in his hand causing him to shatter the glass in his hands with several small shards embedding themselves in his hand. Ignoring the pain in his hand he turned around and threw down his hood, revealing his injuries to the three gathered, seeing that Cadence and Star Sparkle were standing behind May. Their looks all became gazes of horror as they saw the condition of Peter's face but May quickly turned to anger.

"This, again?!" she demanded "I thought this had stopped months ago?!"

"Thought what had stopped?!" Peter yelled angrily "What did you think I'd been doing?!"

"I don't know and that's what scared me!" May growled, putting her face in her hands "You were out almost every night until this sort of hour doing who-knows-what, coming in looking like you'd just been attacked by a street gang!"

"Well what do you want me to do Aunt May!?" Peter asked, his emotions beginning to flare up "This is something that happens when I do what I have to!"

"And what is it that you have to do Peter?" May asked, almost in tears "I thought this had stopped after we left Manehattan, you'd been coming home late but you didn't look like this... I thought it was something Gwen had done while you were together to talk you out of your stupid decisions but you're doing it again and I don't even know why, what are you doing that is so dangerous that you won't talk to me about it?"

"Look, whatever it is you think I'm doing you're wrong" Peter growled, tensing his injured hand and causing blood to drip onto the floor "And since when did I have to start explaining myself to you?!"

"I'm your aunt Peter!" May exclaimed.

"But you're not my mom, so stop trying to be!" Peter yelled, his eyes beginning to sting. Peter pulled up his hood and walked past the other two, grabbing his keys and heading towards the door. May cut him off as he placed herself in front of the door, looking at him angrily.

"Where do you think you're going?" she asked

"Back out, I don't have to put up with this" Peter snarled "Don't bother coming after me, last time someone tried to calm me I lost an uncle and I don't want that to happen ever again"

"Is that what this is about?" May asked, placing her hand on Peter's cheek "I thought we got past this, what happened to Ben wasn't your fault Peter"

"It may not have been my fault" Peter growled as he grabbed the door handle and opening the door, forcing his aunt to move "But it's my responsibility to make sure it doesn't ever happen again"

"Is that why you're coming home like this?" May asked in disbelief "You're going out every night on some twisted vigilante mission... for God's sake Peter you're not a police officer, the law is none of your business, leave it to the police" Peter stared out into the black night for a long second before storming out and stuffing his hands in his pockets as he made ground away from the house.

"Peter!" May yelled. Star placed her hand on May's shoulder and sighed.

"Don't bother, I had the same thing with Shining at this age" she said softly "They all believe it's their job to protect the streets from all kinds of thugs, he'll learn soon enough"

"Or he'll get himself killed" May groaned, putting her head in her hands and sighing "I wish Ben had never given him that stupid piece of advice in the first place"

Sharing a web

The cafe Peter sat in was a small building on the corner of a large city block in Canterlot's midtown district. There came back chatter from the TV playing highlights from that day's news with the most important stories being given in detail. Being as bored as he was he decided to listen in on one of the news reports while he waited for his food to be brought out.

"And it is unknown whether the infamous billionaire Tony Stark survived the attack on his home earlier today in Malibu, leaving the once glorious Stark Manor as nothing more than a pile of rubble and destroyed technology" the newsreader announced "Various sources state they saw the armored Stark plummet into the ocean below his home and did not see him rise afterwards, more on this story as it progresses" Peter's attention was drawn from the news as he heard someone say his name from next to him. He looked up to see Twilight standing above him with her arms folded across her chest and a concerned look on her face.

"What are you doing here Twilight?" Peter asked irritably.

"I could ask you the same thing" Twilight said "Mind if I sit down?" Peter shook his head with a loud sigh.

"Be my guest" he nodded with a wave at the seat across from him. Twilight ducked into the seat and placed her forearms on the table, locking and twisting her fingers anxiously.

"Peter..." she began nervously, making to attempt to hide the fact how unprepared she was to speak to him "Your Aunt May's worried about you... she wants you to go back home"

"I can't" Peter said, gripping the edge of the metal table between the finger and thumb of his right hand, his fingernails turning white from the blood being pushed out from his extremities.

"She's not mad at you Peter" Twilight said quickly "If that's what you're worried about"

"No... I'm not worried about her being mad at me, she's got more of a right than anyone to be furious with me" Peter mumbled under his breath.

"Peter, something like this has, has happened before hasn't it?" Twilight asked as she made a small triangle with her fingers and pushed her hands together, elongating and thinning the space between her fingers as she continued to fidget.

"Yeah, a few times back in Manehattan" Peter admitted heavily "I do my best to hide the bruises from her but-"

"The bruises Peter, where do you keep getting them from?" Twilight asked softly "Is someone hurting you when you go out, were you attacked or... what?" Peter didn't answer the question and the two teens sat awkwardly silent in the cafe as the TV created background noise to prevent it from being completely dead in the room. The silence began to drag on as Peter waded through his thoughts and emotions to try and decide what to do. He tried to look into Twilight's eyes without her catching his glance but as he went to look his blue eyes locked onto her purple orbs and the eye contact locked. The seconds carried on as they merely stared at each other, trying to figure out what the other was thinking.

"Should... should I tell her?" Peter asked himself "Can I trust her?" Twilight leaned forward slightly, moving her hands forward and placing them on top of Peter's. Her hands were smaller than his but they were soft and warm, giving him a slight fluttering feeling in his stomach as he turned his own over and held Twilight's.

"I have to tell her" Peter said confidently "She deserves to know"

"Twilight" Peter said after a deep breath "I trust you alright, I trust you enough to tell you what's going on" Twilight's eyes seemed to light up as a small smile touched her lips. Her hair shifted as she nodded her head, quietly waiting for Peter to continue.

"But not here, we need to go somewhere else" Peter stated.

"Why?" Twilight asked with a confused expression.

"You'll see why when I show you" Peter said, standing up off his chair and leaving the money for his food despite the fact he wasn't going to be there when it arrived. Twilight stood up and followed after him as they exited the well-lit cafe and began to walk quickly through the streets of Canterlot.

"Peter, where are we going?" Twilight asked as she took longer strides to be able to keep up with Peter.

"Somewhere no one else can see what I'm about to show you" Peter said, checking down a small alley before ducking inside it. Twilight looked nervous at first as she examined the abandoned alley but after swallowing her apprehension she followed Peter. As she caught up to him he stopped and slung his bag down off his shoulders and handed it to her.

"Peter... why are you giving me this?" Twilight asked as she looked at the large satchel.

"This is where the bruises come from, this is what I can't tell anyone else" Peter said as he gestured for her to take the bag "Open it and you'll see what I'm talking about" Twilight looked at the slightly taller teen before slowly reaching out and taking the bag from him, keeping her eyes on him at all times as she turned the zip to face her. Her mind raced with all the thoughts of what his big secret could be, of what he wanted to keep away from his family but for some reason trusted her enough. She took hold of the zipper and slid it across the bag before lifting the flap up off the rest of the black bag and peering inside. After her mind processed what she was looking at she almost dropped the bag onto the tarmac ground, the red and blue colors clicking in her mind and every theory she had being swept away.

"...Peter" Twilight mumbled in awe "W... What is this?" Peter looked at her with a short smile on his face as he shrugged his shoulders.

"You know what it is Twilight" he answered. Twilight's mind ran with disbelief as she examined the suit inside the bag

before the first logical thing she could think of escaped her lips.

"Where did you find this?" she asked quickly.

"I didn't find it, I made it" Peter explained as he folded his arms. But Twilight refused to believe.

"There is no way you made this thing, you don't have a reason to" she said in denial.

"I can see you're really shocked about this" Peter stated, inclining his head towards the bag "But the reason I made it and the reason I wear it is to give a symbol to the people of this city"

"No" Twilight said quickly "This has got to be some sort of joke" Peter sighed loudly before holding out his arm and with a short gesture a web fired out from his sleeve and latched onto a three legged stool that was positioned next to a dumpster. He yanked the stool over to him with the web and caught it against two fingers, spinning it around once before throwing it back into the dumpster.

"Twilight, I am Spider-Man" Peter said with a slowed emphasis.

She looked up at Peter with a new understanding of him, her mind flashing through every memory she had of Spider-Man and every hit she had seen him take, what she had seen him go through and how he had presented himself to her whenever they had met. She stuffed the suit back into the satchel and dropped it to the floor before darting forward, wrapping her arms around Peter. She rested her chin on his shoulder as she hugged him tightly.

"Thank you" she said "For everything" Peter placed his hands on her sides and exhaled in relief.

"I thought for a second you were going to punch me in the face" he chuckled "I think I like this a lot more"

"Me too" Twilight said as she moved her head back and looked into his eyes again. The blue-eyed teen looked at her for a long second before he began to drum his fingers against her sides, tilting his head to the side for a second before sighing.

"D-do you mind if I, uh, I... kiss you?" Peter asked nervously. Twilight's cheeks flushed a bright pink as his question caught her off guard, shifting her weight from one foot to the other for a second before looking at him with a grin.

"No... I'd like you to" she nodded. The two moved towards each other slowly, trying to guess the other's movements but they only ended up head butting each other softly. They both chuckled awkwardly before Twilight exhaled and kissed Peter, wrapping her arms around his neck and closing her eyes. The two stood in the dark alley as Peter ran his fingers through Twilight's purple locks as their kiss lasted well over a minute. The two broke apart slowly and stared once more, stunned smiles on both their faces.

"So... would you like to, uh, go out with me sometime?" Peter asked "Catch a movie or, like, dinner or something?"

"Yeah, I'd like that a lot Pete" Twilight nodded "That's if you're not busy"

"Busy?" Peter asked "What would I be busy with?"

"Ummm, Peter, you're a superhero remember?" Twilight asked and she knocked lightly on his forehead jokingly "You haven't burned your brains out have you?"

"Oh... right, I forgot about that" he grinned "But... since I'm a superhero and all would you be interested in a spin around the city?"

"How?" Twilight asked, obviously intrigued by the proposition.

"Well you could hold on to my back and I'll try to make sure you don't fall off" Peter suggested.

"Do you promise not to drop me?" Twilight asked.

"Yup" Peter nodded.

"Then I'd love to" Twilight grinned, picking up Peter's bag and slinging it over his shoulder before climbing onto his back, wrapping her arms and legs around his shoulders and waist. He aimed his right wrist at one of the larger buildings before shooting a web onto the side, the hexagonal end of the web sticking to the surface.

"Hold on tight" Peter warned with a grin. Twilight tightened her hold on him before nodding excitedly, her heart rate increasing due to said excitement. He bent his knees to a sharp angle before leaping into the air and pulling on the web to heave himself clear over the rooftop. The wind rushed through Twilight's hair as they began to drop downwards after a brief hang time. Peter threw his wrist forward and fired another web onto a thin flagpole with the Equestrian flag swaying in the wind. He grabbed hold of the web with both hands and pushed his core out forwards to build up speed before hitting the lowest point in the web swing and then launching his legs forward.

"Can we go higher?" Twilight asked over the roaring wind.

"Higher?" Peter asked as he looked back over his shoulder "No problem!" The web shooters flashed a bright red as he activated both triggers, using web after web to gain altitude. Twilight's wide eyes stared down at the shrinking city below them, the cold night air catching under her purple locks and throwing them around. Peter's hands moved seemingly of their own accord as the teenager looked around without focusing on where he was going. Twilight felt a twist of fear in her chest as they were directly in front of a large skyscraper. While she desperately tried to figure out a way to tell Peter to avoid it the teenager merely released the web he was holding and dropped them further down.

"Peter!"  Twilight cried.

"Hold on!" Peter yelled back to her. He leaned back and fired both web shooters at the edge of the building and throwing himself forward and over the building's edge. He flipped over and landed on the air vent system in a low crouch before grabbing hold of Twilight's legs to keep her steady. In a swift movement he leapt across the air vents and onto a large pipe with the tip of his right foot, flipping sideways onto a small metallic chimney with steam rising out of it and then hand-springing over a power generator. He pointed himself forward as he went over the top of the roof and the two of them began to plummet down once more.

"See?" Peter asked as he fired another web to level themselves out "Nothing to worry about?"

"That was too close Peter" Twilight said with a sigh of relief "You need to be more careful"

"More careful?" Peter scoffed "I can do this sort of thing with my eyes closed, wanna see?"

"No, thank you" Twilight said "I want to stay on your back and not end up as a bloody mess on the wall of a building"

"I would appreciate a little more confidence please Miss Sparkle" Peter said in a fake pouting tone "I have been doing this for a while"

"Yeah well experience doesn't mean you can stop paying attention altogether" Twilight asserted.

"Actually... for me it does" Peter objected calmly "My spider-sense tells me where I need to aim when shooting webs so most of the time I don't need to look"

"Spider-sense?" Twilight asked with a puzzled expression.

"Yeah, it's the name I gave to this sixth sense I got when I got my powers" Peter nodded as he dropped down onto the ledge of a roof in a low crouch "I know it's a pretty lame name but when I think of something cooler to call it I might change it up" Twilight dropped down onto the ledge of the roof and sat down next to Peter before leaning against him. Peter sat down on the edge and hung his feet off the side, wrapping an arm around Twilight's shoulder.

"How did you get your powers in the first place?" Twilight asked as she watched the bright traffic down below.

"I snuck into the Oscorp towers while I was trying to figure some stuff out about my dad's research when I wandered into a room full of these genetically modified spiders" Peter explained "Being the idiot I am I pulled on one of their webs and they all fell down on me"

"Ugh, that must've been terrifying" Twilight commented.

"It was but I couldn't scream without someone hearing me and getting me arrested for trespassing" Peter continued with a short chuckle "I shook them off and got out of there as quick as I could but one of them got caught in the collar of my jacket without me noticing"

"When did you figure out it was there?" Twilight asked.

"When it bit me on the back of the neck" Peter said, rubbing the scar on the back of his neck from where the spider had sunk its fangs into his skin.

"And that gave you your powers?"

"When it injected me with its venom I think it must've altered my DNA or something, but yeah, that's how I got my spider powers" Peter nodded, drumming his heels off the side of the building. There was a loud ringing sound as Twilight's phone went off in her pocket, making the teen jump violently.

"Bloody hell" she growled as she slipped the phone out of her pocket and checked the caller ID "Its my Mom" She hit the button down with her thumb and placed it to her ear.

"Twilight dear, where are you?" Star asked from the other end of the line "Its getting late now"

"I'm with Peter in midtown" Twilight answered as she looked at Peter "I found him in a diner a while ago"

"Are the two of you coming home soon?" Star asked in a worried tone "Peter's aunt says she wants Peter to know that she's not mad at him anymore and that she'll talk to him in the morning"

"Yeah, where are you right now?" Twilight asked.

"I'm sitting with Cadence in May's living room" Star replied, something being yelled from the other side by who Peter guessed was Cadence "Cadence says hello" Twilight chuckled to herself before checking the time on her phone and seeing that it was almost three in the morning.

"Yeah, the two of us are on our way home now" Twilight said quickly "I'll see you soon Mom, love you"

"Love you too" Star said with a small laugh as Twilight ended the call.

"How fast can you make it home?" Twilight asked Peter.

"About ten minutes if I go at top speed" Peter guessed.

"You good to go now?" Twilight asked as she stood up and slipped her phone back into her pocket.

"Always" Peter nodded as he allowed Twilight to climb onto his back again. Peter jumped off the side of the building and allowed his momentum to push him forward for the first few web lines before using his arm muscles and body to speed up more and more until the two of them were practically flying through the air.

Peter touched down softly on the front porch of Twilight's home and allowed her to drop off his back and walk around to his front.

"All passengers exit right and thank you for flying Air-Spidey" Peter said with a grin, his comical attitude back on form once more.

"Thanks Peter" Twilight laughed "I really enjoyed that"

"Its the best past time I've got really" Peter shrugged.

"Well... what about spending some time with me?" Twilight asked as she moved a lock of stray hair out of her face.

"Oh, well, that should be more fun than just swinging around on my own for hours" Peter nodded with a surprised expression.

"Should be?" Twilight asked with her hands stuffed into her pockets and a raised eyebrow.

"Will be" Peter rephrased "See you tomorrow then?"

"Yeah, I'll see you tomorrow" Twilight nodded, leaning forward and kissing Peter again. She took a step back after a few seconds and turned around, waving goodbye as she entered the house. Twilight headed through to the living room where she saw her brother and her dad sitting watching a movie.

"So, you enjoy spending time with your boyfriend?" Shining asked in a teasing tone.

"Yeah" Twilight nodded as she headed through to the stairs "I had a great time" The two men did a double take as they watched their female sibling walk out of the room before they looked at each other again.

"Wait..." Night said slowly "What!?"

Trust and Confidentiality

Twilight was sat at the dinner table with her mother and father, the sound of cutlery clinking against plates and the soft chewing from each person kept complete silence at bay while their conversation remained at a standstill.

"So..." Star said eventually, setting her cutlery down as she looked at her daughter with a raised eyebrow. With the short word spoken she gained Twilight's attention but she had hoped to gain the interest of Twilight's father too, easily succeeding in her task. After allowing a brief pause in between her words she continued to speak.

"Peter, huh?" Star asked. Though her tone was a questioning one it was clear that it was more of a statement of fact, knowing full well who Twilight had chosen to start her first, and hopefully, serious relationship with. Twilight finished her mouthful of her dinner and set her own knife and fork before slowly wiping her mouth with a napkin.

"Y-yeah... you, uh, don't mind do you?" Twilight asked. Star's eyes briefly hovered over her husband, the quiet man catching his wife's glance a second after she had given it before the two parents turned their focus back onto their daughter.

"Not at all" Star said with a genuine smile as she tucked her fingers around the bowl-like base of her wine glass and lifted it to her mouth but halting just before placing it against her lips.

"But?" Twilight asked, a hard lump of anxiety forming in her throat. Her mother looked at her in the eyes before giving her a questioning glance.

"But what?" she returned calmly.

"You sounded like you were going to say something else then..." Twilight said as she looked between her two parents with a nervous expression "I'm not in trouble am I?"

"No, no, you're not in trouble honey it's just that... well..." Star said in a very unsure tone. It was when she began to falter that her husband stepped in and began to explain clearly to Twilight what Star was having difficultly with.

"Twi, your mother isn't against you and Peter being together but she just wishes she and I could've gotten to know Peter a little better before the two of you began courting" Night said with a soft smile.

"Dating Dad, nobody calls it courting anymore except old fuddy-duddies" Twilight chuckled as she shifted her broccoli around on her plate with the prongs of her fork, trying her best to avoid making the scratching noise of metal-on-porcelain that her mother despised so much.

"And are you supposing that I am one of these aforementioned 'fuddy-duddies'?" Night asked with a smirk.

"Going on the fact that you still don't know how to answer a touch screen phone I'm going to say yes to that" Twilight chuckled.

"I take offense to that" Night said, crossing his arms with a fake pout on his lips.

"Wow, I knew you were out of touch with today's world but I didn't think you were also an enormous wuss" Twilight grinned. The three of them chuckled at the joke before Star took the reigns on the conversation again, getting them back on topic as she had figured out how to word her sentences.

"Jokes aside Twilight, your father's right about it" she spoke after finishing her sip of red wine "We're both feeling a little in the dark about Peter because we haven't really had that much of a chance to talk to him since he moved here" Twilight nodded slowly although it was obvious to see that she was slightly disheartened by her parent's views.

"Now before you go and sulk in the corner for the rest of the night we aren't forcing you to break up with Peter, at this point in time anyway" Star continued quickly before her daughter's mood soured "We'd just like it if you spent enough time with him here to allow us to just, you know, get to know him a little better is all, Ok honey?"

"Yeah, alright" Twilight said as she breathed a secret sigh of relief at the fact she was not forbidden from seeing Peter "I could see if he wants to come here after school on Monday if you guys want to talk to him that badly?" Twilight's parents glanced at each other once more before nodding at Twilight with grateful smiles.

"If it'll make you feel any better Twilight, from what I've seen of Peter as of yet he seems like a very responsible and trustworthy young man" Star said. Twilight smiled in kind to her mother's supportive comment before turning to face her father as he spoke to her.

"And I don't think he's the kind of kid that does stupid things that'll get him into trouble" Night shrugged before cutting a warm, buttery potato in half and stabbing it with his fork.

"This is probably one of the stupidest things I've ever done" Spider-Man thought to himself as he used his web to lower himself down into the dark office of police commissioner Darren Eades. The office was a rather large room lined with bookshelves and filing cabinets filled with case files, that from a look into some of the open drawers, were older than he was. At first glance he was unable to tell what kind of security systems they had in the office but seeing as how this was Canterlot's police HQ and this was also the head honcho's office he figured it wouldn't exactly be a tripwire-and-cans setup. The darkness of the room made his sense of sight rather useless as even while his vision had adjusted to the low light environment the lenses of the mask darkened it further.

"What in the heavens possessed me to make the lenses out of sunglasses?" he asked himself as he looked around the office slowly "Spider-Man, Spider-Man does what ever a spider can, catches thieves just like flies. needs to make himself flashlight eyes" Underneath the mask he blinked twice before slapping himself full in the face with the flat palm of his hand.

"Oh man that was awful he groaned mentally "Someone arrest me now because I think I just violated every law of comedy in existence" After gathering what was left of his comedic integrity off the floor he carefully examined the room, using every extrasensory abilities his Spider-Sense gave to him to find out what would give away his position or alert any types of security in the room or main building. After discovering the security system in the office was rather lack luster he dropped silently down to the floor, throwing the web up to the ceiling and away from immediate line of sight. He knew that if he needed to make a quick getaway and leave the web behind it would take the police a lot less than the web's one hour dissolving time for them to notice it.

"Wow, the security in here is about as advanced as..." he thought before stopping again "No, I think I'm still banned from any forms of comedy after that offense against humor I just made... bad Spidey, bad" He quietly made his way over to the selection of filing cabinets and began to look for a date closest to the present. He was looking for any evidence or interview transcripts the police may have created while talking to the supposed leader of the Moon Cult that had been trying to buy a piece of what Spider-Man guessed was Nightmare Moon's armor. If he had given up any evidence or statement that would allow him to track down where this cult operated or where their base of operations was he was going to use that information to try and put a stop to their plans before they could begin. As his extremely dark vision settled on what he guessed was the date of two days ago he attempted to open the filing cabinet with a gentle tug.

I really hope this thing doesn't screech when you open it" he thought "I... I can't even make a follow-up joke to what I just said... maybe I should just give up and throw my costume in a trash can somewhere, I'm supposed to be the wise-cracking web-slinger here but right now I'm having the same amount of comedic creativity as a Youtube comment" Upon attempting to open the cabinet he discovered that it was locked. In a moment of pure stupidity he pulled harder for a brief second before a light clicked on in his brain. And then in a moment of pure horror he realized that it wasn't a light in his head, it was a light in the room.

"Well, well looks like we've got a bug in our system" a familiar voice said from the doorway. Spider-Man turned around to see Shining Armor standing with his back against the now closed door with his arms crossed. He wore a pair of black suit pants and a white T-Shirt with the sleeves rolled up to expose his muscular arms. A blue tie hung loosely at his neck with his top button being open. The two looked at each other for a brief moment before Spider-Man spoke up.

"In all seriousness I have to say, a black tie would've gone much better with the detective outfit" he said as he held a raised finger in front of his chest.

"Am I seriously getting an education on fashion from the guy dressed in the Care-Bear colored spandex?" Shining asked sarcastically.

"Hey, you wear your uniform to work and I wear mine" Spider-Man retorted.

"And what workforce wears that uniform?" Shining asked as he walked over to the large wooden desk and leaned against it "The Lollipop Guild?" Spider-Man was silent as he felt the sting of his pride being damaged once before but Shining still wasn't letting up.

"Besides, the suit looks cheap, the orange eyes don't match with anything else on you and they're way too small" he continued.

"Jeez, can we just stop with the fashion onslaught already?" Spider-Man asked irritably "I didn't come here to be lectured by the Guru of Fashion himself"

"Fine, but before we move onto a new topic I just have to say, my wife's a fashion designer, if you need a suit that looks like someone with more than three fingers and rubber needles made then you should probably ask her"

"Gee thanks" Spider-Man sighed, standing up straight and looking at the taller man.

"So, how urgently do I need to arrest you for what you're doing in here?" Shining asked, stuffing his hands into his pockets and looking up at the clock on the wall.

"I'm trying to help" Spider-Man stated.

"If you think you can help with the investigation then can you please submit a form to the desk during work hours and one of our officers will get back to you within three to six days" Shining said, lacing his voice with even more sarcasm. The two looked at each other for a long second, the clock ticking quietly, before Shining chuckled softly. He clapped his hands together before holding them out at the costumed superhero.

"What are you doing in here to try and help us and with what exactly?" he asked patiently.

"That guy we busted during the deal with the Russian mob, I need to know what he's said to you" Spider-Man answered. Shining's expression grew serious, his eyebrows furrowing as his blue eyes hardened.

"Normally I would tell you about this outright and I'm sure Celestia would too, but if we're seen giving classified information to a lawless vigilante like yourself a lot of good people could lose their jobs and reputations, I hope you can see why we haven't come straight to you with it" Shining said slowly.

"Yeah, you guys have gotta keep those shiny medals on your chest as long as you can" Spider-Man nodded "But what exactly can you tell me under the table?"

"Unofficially I can say that everything we learn from this guy is put into a portfolio that I was too tired to put in its proper file location last night and that a certain masked vigilante webbed it away in the night" Shining said, placing a brown file on the table and turning back towards the door.

"Aren't you going to get hell for this?" Spider-Man asked as he placed his fingers flat on the file, reading the name before looking up at Shining.

"Yeah, that's if the commissioner can stand to listen Cadence rant at him for forty minutes about all the things I've done for him and how many uncalled favors he owes me" Shining shrugged.

"Is the commissioner a stubborn man?" Spider-Man asked as he looked up at the clock, seeing that it had just gone eleven at night.

"Very" Shining nodding.

"Then may the heavens have mercy on his soul" Spider-Man chuckled, grabbing the file and leaping back up to the windowsill he had entered through "Thanks Captain"

"No problem kid" Shining noted. Spider-Man leapt out of the window, leaving Shining to click off the office light and make his way back to the main floor to continue ignoring the paperwork he was supposed to be filling in.

Breakthrough

The seconds of the green-lit alarm clock stacked up as time went on, causing the seconds to click back to zeroes once more as the time struck three in the morning. Peter's eyes stung painfully as he hung upside down in the corner of his bedroom, his feet placed flat against each corner and allowing him to stick to the surface. He ran his hand through his hair, his teeth grinding in frustration from his task. The file Shining had given him was in his hands as it had been for the past five hours as he attempted to make heads or tails of the cryptic interview. The leader of the cult had identified himself as Icabod Graham but beyond that he refused to answer any questions presented to him by the police officers in the interview room. The transcript stated that he had begun to speak in some strange language after he was asked a question but every translator available at the time said the same thing: he wasn't speaking any known language. He had tried everything he could think of to try and decipher any meaning behind the words written down. The words however were the interviewer's best attempts to replicate what Icabod had said to them, with the only breakthrough he had discovered being that he kept repeating the same words over and over again. He held his breath for several seconds as his mind lit up with an idea he believed would solve the puzzle but upon testing it he quickly discovered that it was yet again a failure. His temper at an end, he threw the file across the room and growled under his breath.

"I swear, if this stupid mother f..." he hissed quietly, pressing his hands to his face and tensing his muscles as anger surged through him. After several seconds he removed his hands from his face and exhaled slowly. His anger slowly sizzling into nothing more than itching aggravation once more he spoke to himself as he often did.

"Maybe I should start swearing backwards, it would confuse people so I could..." Peter said, each word towards the end of the sentence falling slowly from his mouth. His eyes widened quickly as another idea surged through his mind. He jumped down off the wall, landing in a low crouch before gathering up all of the reports and papers and looking through them with new eyes. The attempts to create words out of the gibberish Icabod had spoken were wrong but if he could translate the words into their phonetic sounds he would be able to see if his plan worked.

"The words are backwards..." Peter stated slowly. After thinking for a second his plan hit a roadblock as he realized he hadn't got the equipment with him to translate letters into phonetics or a way to reverse it. He wracked his brains for another long minute before he found a way past it.

"If I don't have the equipment then I know someone who does" he decided, folding the papers back into the file and turning back to his bed where his black school bag sat, leaning against the wall.

Cadence snuggled into her blanket as she wrapped her arms around her husband. Their apartment living room was lit up by the changing colors of the TV they were watching. Shining had gotten home just under ten minutes ago and still hadn't changed out of his suit. He ran his finger around the loop of the red mug he held in his hands, the hot steam rising from the fresh earl grey tea Cadence had made for him as he got home.

"Anything interesting happen today?" Cadence asked. Shining's head remained focused on the TV for a second longer before turning to his wife.

"Yeah, I got a visit from the web-head asking about the interview we did with that nut-job Graham" Shining explained. Cadence eyebrow perked up as her interest was peaked.

"Are you guys getting any closer to stopping Graham and his cult?" Cadence asked. Shining sighed loudly, leaning back against the couch with his head resting on the top of the leather upholstery.

"I'm guessing that's a no?" Cadence asked.

"We hit a little issue during the interview, Graham started talking in some weird language that none of our translators could identify" Shining continued "So I let the web head take the file with the interview transcripts to see if he could figure it out"

"And do you expect him to figure it out?" Cadence asked with a smirk, rubbing her feet together under the blanket to keep them warm.

"He's helped us out so far, I figure I'd throw him a bone this time around" Shining said as he sipped from the mug. There was a loud jolt of creaking, aging metal from outside the window. Cadence nearly jumped out of her skin as her eyes locked onto the window while Shining's right hand went to the holster at his side, his thumb clicking the leather strap off the back of his handgun, placing his palm on the flat of the handle as he looked in the same direction his wife did.

"Oh hell" Shining said as he saw Spider-Man turn around and knock on the window lightly. As Shining strode over to the window he locked the strap back onto his gun and looked irritably into the orange eyes on the mask.

"I'll tell you like I'll tell everybody else, I don't do house calls" Shining growled "You want to talk, you make an appointment"

"I know this is a bad time and I'm sorry, but dude, there's a whole gang of seagulls out here that have been eyeing me up since fifth avenue" Spider-Man said "This costume isn't machine washable"

"Or machine fashionable either" Shining said, rolling his eyes as he pulled the window up and allowed the web head inside. Spider-Man ducked inside quickly before thanking Shining with a quick nod. He swung his black back off his shoulder and set it down on the floor.

"I think I might have something on your mysterious language Captain" Spider-Man said, taking out the brown file along with the notes he had made on the phonetics of his work. As he stood up straight he noticed Cadence looking at him with a critical gaze. Remembering the last contact he had with her he kept his mind focused on his work to try and keep some of the guilt off his chest.

"So what did you figure out?" Shining asked, setting down his drink and walking over to Spider-Man. Shining was silent for a long second before his detective's eye noticed something in the confines of the black bag.

"Hold up a minute there" he said, grabbing hold of the bag away in the blink of an eye. But Spider-Man's speed was still faster than Shining's and his fingers caught on the bag and the eyes of the two locked as Shining narrowed his eyes.

"You've got school books in here" Shining stated slowly "Twelfth grade stuff if I'm guessing right... that means you're no older than my little sister... you know a kid named Parker?" Spider-Man's breath caught in his throat briefly as he saw Cadence standing up behind him and walking closer. He knew he was cornered at that moment and if he stuttered so much as once when making an excuse his game was up and they would figure out who he was in a second. So he decided to go with an ancient excuse: no, that's not me, he's a friend of mine.

"Parker, Peter Parker?" Spider-Man asked, looking back and forth between Cadence and Shining with the best lying attitude he could muster "The kid from Midtown High in Manehattan... yeah I know him, I used to talk to the kid every time I ran into him, let him get a few photos to impress some of his friends... why?" Cadence's eyes locked onto her husband's who merely stared at Spider-Man for a second longer and so the web-head decided to continue.

"What about him?" he asked "He's not in trouble or something is he... wait, how do you guys even know about him?" There was a moment of silence once more, invading the room and joining with the heart-wrenching tension. Spider-Man's heart was pounding as Shining remained stone-faced for well over ten seconds before finally releasing his grip on the bag and allowing Spider-Man take it back. Spider-Man released a silent sigh of relief before slinging the bag back onto his shoulder, looking away from Shining slowly.

"Right... now what did you say you'd got?" he asked.

"Alright, try hitting the button and see if we've finally got something" Shining said. After forty minutes of rewrites, voice acting and cups of coffee the two men believed they had finally got the correct words said backwards for them to complete  the verse of whatever it was Icabod had said. Spider-Man nodded, clicking the mouse to activate the voice program and for the first time they heard words that were discernible, a triumphant smile breaking out onto Shining's face.

"If you wish to find where our domain lays, take yourselves to the grave of our first leader, Jeanne Samaur, and upon her awakening she shall lead you to your final destination"

"Well, it looks like we got ourselves a lead" Shining said, clapping Spider-Man on the back with a chuckle "I'll get a team of officers to track down which graveyard this chick is buried in before going in there and finding out what we're looking for" Spider-Man nodded slowly before looking up at the clock seeing that it had gone past four in the morning.

"You gonna be there tomorrow?" Spider-Man asked as he folded his arms.

"Nope" Shining laughed quietly "It's my dad off tomorrow and I'm going to spend it with my family"

"Alright then, I'll catch you later" Spider-Man said with a shrug, heading back towards the window.

"Yeah, good luck with school kid" Shining said as Spider-Man climbed out onto the fire escape "Try not to get expelled" Spider-Man turned around and looked at him for a long second before pulling the window down with a loud whooshing noise. He cracked his neck before back-flipping off the fire escape and dropping into the dark city below.

The new neighbor

Peter had been placed in many of the same classes as Twilight as he soon found out. His first lesson of the day was history where he was asked to introduce himself to the entire class. The last time he had done this back in Manehattan he had been ridiculed by almost everyone in the class for the way he looked at so he wasn't looking forward to doing it a second time.

"Everyone, this is the newest addition to our class" the teacher said as she pointed to Peter who was leaning against the wall with his arms crossed. The teacher was a woman in her early thirties with bright blonde hair and a dark blue body with bright green eyes. She wore a black skirt with tights underneath it with a pink cardigan over a black shirt.

"This is Peter Parker, Peter can you come and introduce yourself?" she asked.

"Sure" Peter nodded as he walked to the front of the class "Hi, my name's Peter Parker, I just moved here from Manehattan a few days ago so I'm not used to being here just yet, I don't really do that much in my spare time except for skateboarding and photography... that's pretty much it really" The class began to talk amongst each other before the teacher spoke up again.

"Does anyone have any questions?" she asked with a smile. A unicorn with tied back emerald green hair put up her hand quickly.

"Maerie?" the teacher asked.

"Do you have a girlfriend?" she asked quickly.

"I did but we had to end the relationship before I moved" Peter answered. It was at this moment that many of the girls in the class gave him very strange looks, looks that he'd only gotten from Gwen when they were about to kiss. They all had smiles on their faces as some of them fiddled with their hair.

"Any other questions?" the teacher asked. This time Twilight put up her hand as her eyes locked on Peter's.

"Twilight?" the teacher offered.

"Since you're from Manehattan did you ever meet Spider-Man?" she asked. This caused a lot of chatter to break out in the class as a small smirk settled onto Peter's lips as everyone turned to look at him.

"I've seen him a few times and got to talk to him once" Peter nodded "He's a pretty cool guy" This caused a complete eruption of questions and chatter from the entire class, an even that took several minutes for the teacher to get them to be quiet.

"Alright then, Peter can you take a seat next to Twilight please?" the teacher asked.

"Sure" Peter nodded. He worked his way through the rows of seats with a full expectation of someone trying to trip him up. He was quite surprised when he sat down next to Twilight that no one even attempted to throw something at him or hearing anything whispered about him.

"Alright then class today we're going to be going over the history of the royal family" she said "Now I'm sure we all know about the royal family we have today but we're going to turn the clock back a few hundred years to see who was ruling the country back then"

The lesson concluded just under an hour later and they moved onto their second class of the day: geography. As Peter walked down the halls Twilight managed to catch up to him and get his attention.

"So how do you like the school so far?" she asked.

"It's a lot friendlier than my old school, nobody's tried to throw something at me or trip me up so far" Peter chuckled "That's about all I can say so far"

"What about Canterlot?" Twilight asked "Do you like the city?"

"I think it's a nice city, a lot quieter than Manehattan without all the police sirens" Peter answered.

"Trust me we're just having a quiet day, when it gets darker is when we get more crime" Twilight said "That's one of the reasons my brother joined the police force"

"Your brother?" Peter asked.

"My older brother Shining Armor" Twilight nodded "He's the captain on the CCPD" Peter's mind thought back to the last experience he had with a police captain, Captain George Stacey, and how well that had gone down.

"Shining Armor... where have I heard that name before?" Peter asked.

"His name was in papers all over the country because he was marrying Princess Cadence" Twilight answered.

"That's right" Peter nodded, clicking his fingers with a smile "Thanks Twilight... wait... does that mean your brother's a prince?"

"Yes it does, we're all really proud of him for it" Twilight said with a smile "He's got a lot going for him in his life"

"It sounds like it" Peter whistled "Was it Princess Cadence you were with this morning?"

"Yeah that was her" Twilight chuckled "She used to be my babysitter when I was little, that's why we get along so well"

"So she's your sister in law now right?" Peter asked as he worked it out.

"That she is" Twilight grinned "I'm still happy about it and the wedding was last year"

"If you're happy about something then I guess it's good that the feeling sticks around" Peter shrugged.

"What about you Peter?" Twilight asked "Do you have anyone you look up to like I do with Cadence?"

"I used to... and that was my Uncle Ben" Peter said "But he got shot last year"

"Oh" Twilight said with a shocked expression "I'm sorry to hear that"

"Thanks" Peter nodded.

"How are you family coping?" Twilight asked.

"Well the only family I've got left if my Aunt May but I think she's dealing with it pretty well now" Peter sighed "It was difficult at first just coping with it"

"I know, I went through the same thing with my grandfather when I was a little girl" Twilight nodded "It's just the realization that you're never going to see them again that hits you the hardest"

"Too right" Peter nodded grimly "And the last time I spoke to my Uncle we had an argument, I never got to say I was sorry to him"

"I'm sorry Peter" Twilight said, patting him gently on the shoulder as she gave him a gentle smile.

"Me too" Peter nodded, smiling at her in return.

The rest of the day went by with no excitement at a surprising pace. Peter said goodbye to Twilight as she left to go home while Peter headed up to the headteacher's office to attend his detention. He took a moment to make sure he wasn't going to throw something at the head when she made a sarcastic comment before knocking on the door quietly. He waited for a long second before knocking again. After hearing nothing he stepped away from the door and sighed loudly.

"You're Peter Parker right?" one of the janitors asked as they walked past.

"Yes" Peter nodded.

"She went home early, she said that you could go home without staying behind" they said before walking off.

"Thanks" Peter called after. He made his way down the stairs and out of the main entrance with a smile to the receptionist on his way out. He crossed the school grounds with long strides until he came to the gates where he could see a group of older kids standing around and laughing at something. He watched them suspiciously as he walked out of the gate. His temper flared as he saw that they had his skateboard up against the wall and were trying to kick it in half, each of them laughing as their friends kicked harder and harder.

"Hey!" Peter yelled as he stormed over to them. They all stopped what they were doing as he approached. They were all much taller than him and were wearing black leather jackets, looking like some kind of street gang. The leader of the gang was a tall pegasus with dark red hair and a grey body and he was the first one to speak.

"Get lost pipsqueak, you didn't see nothing" he said. Peter stood his ground as he glared at the leader with hate in his eyes.

"Get the hell off my board" he snarled, balling his fists by his sides. The group looked at each other with grins before they started laughing.

"Oh yeah, real funny guys" Peter snapped "Let's see you laugh when I feed you your teeth" The group stopped laughing and they began to surround Peter in an attempt to be threatening.

"You better watch your mouth midget" the leader hissed.

"Make me" Peter grinned, tensing his legs in preparation to move. True to his expectations the leader shot a look at the jet black unicorn behind Peter and his spider-sense flared. Peter moved his head to the side as the pegasus's punch passed over his shoulder due to his dodge. Peter grabbed hold of the bully's arm and twisting it to such an angle that went he quickly dropped into a crouch the bully's elbow joint broke over his shoulder with a loud crack. Peter moved his arm down the bully's arm and placed his hand against his chest before grabbing hold of his jacket.

He pushed himself back to his feet rapidly and used him momentum to throw the bully over his shoulder straight into the leader. Another one of the wannabe gang swung wildly for Peter only to have Peter catch the blow and pull his arm forward. He pulled the bully's arm towards him, disrupting his footing and leaving him open for Peter to drive his knee into his stomach and as the bully hunched over Peter let go of his arm and slammed his elbow into the back of his neck to knock him straight to the floor.

Another one of the group lashed out with a straight kick only to have Peter catch his leg with his own. With a quick movement Peter hooked his foot underneath the guy's leg and swung his leg out to the side, the grip his foot had on the guy's leg allowing him to pull the bully forward and off balance. Peter unhooked his own foot and dropped it down rapidly before pivoting around and roundhouse kicking the bully down to the ground, his jaw cracking as a tooth and globule of blood flew into the air. This time the two he had knocked down by throwing one of the group were back on their feet and charged him together.

They grabbed hold of him by the arms and attempted to tackle him to the ground. Peter instead brought his arms up and slammed them together, jamming their fingers in between his arms and forcing them to loosen their grip. Peter then dropped low and swept the footing out of the leader and as he fell he stood up and brought his knee up into the chin of the leader which sent him sprawling onto his back. Not stopping there Peter used his momentum once more to propel himself into a backwards tuck. As he was above the final standing bully he grabbed him by the neck and as Peter dropped to the ground he used his own force to pull the bully down onto his extended knee which caused a colossal crack in his back. Peter threw the roaring bully to the floor and stood up as he dusted off his hands with a grin on his face.

"You know what they say, you scratch my back..." Peter said as he looked at the damage on his board, more noticeably the cracks and scratches on the backing tape on the board "And I'll break yours" Peter walked over to his board and picked it up only to have the weight of the board itself cause it to snap in half.

"Dammit" Peter said, throwing the board in the trashcan attached to the gate "I guess I'm walking home"

"Peter?" asked a familiar voice from behind him. Peter turned around to see Twilight and Princess Cadence standing behind him with their jaws nearly on the floor.

"How did... that was..." Twilight mumbled, completely stunned. Peter chuckled awkwardly as he scratched the back of his head.

"Where did you learn to do that kiddo?" Cadence asked.

"I... just sorta taught myself" Peter muttered.

"I'm surprised you were able to take on Chryne and his gang, they've been jackasses ever since they were in fourth grade" Princess Cadence said "That's impressive by anyone's standards"

"Thanks" Peter said.

"I see that they wrecked your board, do you need a ride home?" she offered "Where do you live?"

"Next door to me" Twilight said "This is Peter Parker, my new neighbor"