The Amazing Spider-Mare: A Long Way From Home

by SuperPinkBrony12

A Tangled Web

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

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

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

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

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

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

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

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

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

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

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

---

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

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

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

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

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

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

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

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

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

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

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

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

---

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

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

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

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

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

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

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

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

---

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

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

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

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

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

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

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

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

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

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

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

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

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

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

---

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"And the symbiotes?" Spider Mare questioned.

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

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

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

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

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

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

Author's Note:

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

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

Comments

[Comickook]

Once more, some really good work on the action, exchanges, characterizations and future chapter set-up. Really loved the teamwork that went into defeating the Spider-Mare impostor/Chameleon (and, yes, you DO have a point about Trixie being Mysterio way back in the first story in this series). Definitely appreciated the bit of backstory concerning Chameleon being one of Chrysalis's former infiltrators before she got deposed and now working for whoever can pay for his services (in this case, it sounds like this universe's answer to either the Kingpin, Tombstone or both). And now, Spider-Mare and Black Cat have a little more info on that scheme.

Next chapter coming up now.