• Published 4th Feb 2012
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Spiders and Magic: Rise of Spider-Mane - Maximus_Reborn



Spider-Man is brought to Equestria for a second chance at life, but his luck may ruin his opportunity before it can truly begin.

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Nightmare Born from Darkness

Chapter Nineteen "Nightmare Born from Darkness"

"There could have been an easier way," Peter droned, packing his costume into a knapsack. Several minutes had passed since he was brought into Canterlot, giving the stallion ample time to recollect his nerve. Keeping his hazel eyes locked on the bag, he ignored the ocean blue glare the moon goddess bore. "A simple phone call would have been nice. Better yet, let's exchange letters next time. That way, you won't have to snatch me from the rooftops again." Luna's glare deepened, causing Peter to chuckle nervously. "It's just a suggestion."

"Hold your tongue, Outworlder," Luna bluntly replied, rolling her eyes.'I forgot how much this one talks.'She trotted away from the stallion and progressed over to her sister's position. "Both you and my sister have kept enough secrets from me for long enough. It ends tonight."

"I'm okay with that, but you could have just asked," Peter dumbly replied, shrugging his shoulders.

Princess Celestia nodded. "This is rather excessive, Luna. I informed you Peter was content with speaking with you."

A hint of frustration surfaced in the form of a growl. "I demand you to stop this at once!" Luna pointed her hoof at Peter without facing him. "Ever since the Outworlder arrived in our world, you have been far too lenient with him. He walks among the populace without proper supervision. Best yet, why was he not kept here in Canterlot under our guard?"

Repelling her younger sister's accusations, Celestia gracefully walked over to Peter, standing firmly behind him. With a smile on her face, she placed her hoof on his shoulder. "Peter has more than earned our trust. It would not have been fair to keep him confined in one spot."

"You are so naïve!" Luna spat, stomping over to Celestia. Peter stood between both sisters and gulped, both of their tall figures dwarfing his own considerably. Although she tried, Luna could not conceal the exasperated groan that escaped from her mouth. "You've always been soft, but I never believed you were a fool." Luna's brow furrowed, deepening the glare she held. "If he is as trustworthy as you proclaim, why keep his unique abilities a secret from me?"

"Whoa! Wait!" Peter instinctively rose, standing to face the moon goddess in Celestia's defense. "I asked your sister to keep my identity a secret. She was only helping me." He paused, turning to give the sun princess a nervous yet honest smile. "Thanks by the way."

Celestia returned his smile in full, much to her sister's dismay. "It was nothing."

"What utter nonsense." Luna scowled, walking past both ponies in a huff.

Despite her conflicted feelings for the Outworlder, Luna could not bring herself to open her heart, not without knowing the truth. Celestia and Luna were complete opposites in that regard, and it may have explained why so many of their subjects preferred the elder sister over the younger. Even after what happened with Discord, Celestia retained the ability to easily trust everypony, but Luna was not nearly so lucky, especially when it came to outsiders.

She did not want lightning to strike twice.

"Enlighten me, Outworlder." Luna said, shifting her gaze from Celestia to Peter. "Tell me everything."


Pinkie Pie bounced vigorously on the plush bed of the hotel, coming closer to the ceiling with each jump. A couple of hours had passed since the group arrived in Manehattan, and fortunately, the hotel rooms were already prepared. Everypony ignored the pink mare's frenzy, keeping their attention centered on the map stretched across the table. Rainbow Dash traced the red line through the map with her hoof, tapping the starting and end point respectively.

"An obstacle course across the city?" Twilight dropped onto her flank, a serious look failing to mask her concern. "You sure that won't be too much for Spider-Mane?"

Rainbow grinned confidently. "Trust me, Twilight. This will be a cinch for him."

"It's probably for the best," Rarity interjected, keeping her large glossy eyes fixed on the map. "In a fair race, it is highly unlikely that he can keep up with Spitfire. Sheisa professional flier, and our friend's not even a Pegasus. At least with an obstacle course and his athleticism, he'll stand a chance."

Fluttershy shook her head, unable to shake the lingering feeling of concern from within her chest. "It's awfully dangerous. Are you sure he will be fine? What if something happens and he falls?"

Waving her hoof dismissively, the blue Pegasus scoffed. "He's pretty sturdy, Fluttershy. We don't have to worry about him." Fluttershy's doubt remained firm, evident by the whimper the meek mare let out. Rainbow scratched the top of her multi-colored mane and forced out a chuckle. "Look, I'm supervising the race. If anything happens, I'll be right there to catch him. Okay?"

With a small smile, Fluttershy hesitantly nodded, placing her hooves together. "Okay..."

"So when's the race again?" Applejack asked, shifting her emerald gaze from the map back to Pinkie Pie, who had not relented in her bed-bouncing.

"Saturday at noon. It'll be held at Manehattan Square on Saturday noon," Twilight diligently stated, poking the headline at the bottom of the map. "Which gives us three days to have fun before the big race."

Octavia, who had fallen ill at the start of the day, brushed her hoof over her aching stomach and forced a smile. "Then I suggest we make the most of it." It dissipated, however, once a thought came into mind, along with a bolt of pain. "Rarity, where is your friend? I suspected he should have made it back by now. You don't suppose he lost his way, do you?"

"My darling Peter? I assure you, Octavia, he's fine," Rarity said with full-confidence despite her face registering worry for a moment. "It has been over two hours though. The fellow's so dense. He may have lost track of time."

Brushing her hooves against each other, Fluttershy turned to Rainbow Dash with a frown. "Um... you're the fastest. Do you think you can look for Peter? I mean... if that's okay with you."

Rarity nodded. "I agree. Rainbow, please see if you can find Peter."

Furrowing her brow, Rainbow hoped to find a way to protest against the idea. Unfortunately, her mind remembered her last talk with Parker before they parted ways. For all she knew, he still had reservations about the race. She huffed inwardly. Rainbow Dash knew she should not have cared so deeply about the matter. Unfortunately, Fluttershy and Rarity would not give her any peace as long as the dork was out and about aimlessly.

"Fine, I'll be right back," Rainbow huffed, dashing through the opened window in the bedroom.

Trixie sat in the back of the room with her chin resting on her hoof. She glanced to the side, trying to ignore the entirety of the conversation being held, but her mind refused, yielding to her heart's cry for concern.

'Where could that idiot have gone to?'


Peter brought his hoof over his forehead. Once again, his life story had been revealed, from the day the spider bit him to the moment Gwen Stacy was killed by Green Goblin, but it still hurt to recall, stinging his very essence to the core. Costly mistakes of a stupid kid and Peter's life was the result. It was shameful, but he accepted it for what it was, longing to make up for it by following his Uncle Ben's example. Peter gazed down, as if angry with himself. The others forgave him, but he could not do the same for himself.

Nor would he ever.

Both Celestia and Luna remained silent for several minutes. Despite having heard the tale from Madame Web and Twilight already, Celestia felt the same pull within her chest as before. Somepony so young should not have to deal with the amount of stress Parker had until now, and it was unfair that those around him took his deeds for granted, labeling him a criminal unjustly. She could not understand. Equestrians were appreciative compared to the beings of Peter's home world. If they only opened their hearts, they would have learned Spider-Man was just a young adult trying his best to do the right thing.

Nopony could fault him for that, yet they did mercilessly. It even explained Peter's cynical behavior to a small extent. Even now, it was clear he held resentment toward himself, evident by the saddened gaze in his eyes and desolate tone of his voice. Peter's dealt with the negativity for so long that he believes he is indeed a horrible individual. Princess Celestia, despite her vast wisdom and experience, still wished to prove him wrong, lending him the care he rightfully deserved. Cassandra begged for her not to interfere too much, but there had to be a breaking point.

'I shouldn't, but...'Celestia faced Peter, giving him the warmest smile she could muster. At first, her effort seemed fruitless, but Peter's lips eventually curled, forming a smile to match her own.'Peter's my responsibility now. I just hope Luna-'

"Sister," Luna called out, her strong voice piercing the silent void that filled the room, "is everything he said true?" Her back remained turned, preventing Celestia from meeting her sister's gaze.

Celestia nodded, letting out a low sigh. "Yes. He spoke the entire truth."

"I see." Luna held her ground, keeping her gaze fixed on the ceiling and back to her sister. "I would like to speak to the Outworlder alone now."

Celestia's bright violet eyes widened. Luna's voice did not carry the same firmness, diminishing to a soft tone only Celestia was familiar with. Whether Peter's tale earned a little trust or sympathy, it was a small victory in any regard. Luna was not one to give trust easily and had a tendency to shut out those around her. Despite the barrier she held, it seemed Luna was finally prepared to talk with Peter, not as a hardened princess but as a friend.

"I understand." Nodding, Celestia closed her eyes and focused her energy into her horn, causing it to glow brightly. This was no longer in her hooves but Peter's. Celestia shifted her gaze to Luna. "Please, Luna. Try to be polite." Peter opened his eyes, only to find Celestia with her sight set on him now, sporting a smile nonetheless. "Take care, Peter."

That same moment, Celestia disappeared in a bright flash of light. Peter stood idly by, unsure of what action to take. However, Luna turned to face him, but Peter's eyes widened at a startling sight. Gone was the stern gaze, replaced with a gentle, ocean blue frown.

"Outworlder." Her voice matched her change in demeanor, giving off a sense of softness. "May we talk in the garden?"


Luna walked through the garden, following the golden path with her gaze fixed on the ground. The vicinity had been cleared by her command, evident by the chilling silence that filled the air. Even the Canterlot Guards in all their prestige were asked to vacate the area, but Luna was content with her choice, not wanting any form of disturbance to take away from her time alone with the Outworlder. A distant look formed on the face of the moon princess.

So much had to be said, but Luna found herself at a loss for words.

Peter followed closely behind as a gentle breeze rustled the petals of various flowers that surrounded the area, stopping in his tracks when he noticed the shrine he found himself in. The setting sun's reflection beamed off the marble surface of the fountain, but the spectacle only drew Luna closer to the decoration, prompting the mare to brush her hoof through the running water it held. Her mind argued with her heart, disagreeing with what it suggested.

"This is far enough," Luna gently said, taking a seat on the edge of the fountain. Her mind's cries turned into verbal assaults, demanding that she cease this nonsense, but her heart tuned them out, pleading for a chance of fairness. The Outworlder revealed his truths. It was only right she did the same for him. "We are free to speak openly now."

Peter shifted his head about, eyes scanning his surroundings. "Are we still in the garden? It feels like we're in the middle of a maze right now. If we took a wrong turn, I'm sure we would've bumped into the Mad Hatter or something."

Paying his sarcasm no mind, Luna's gaze remained fixed on her rippled reflection within the fountain water. "Yes, we are still in the garden. This area is off-limits to everypony." She paused, her gorgeous eyes meeting with the sunset. "With the exception of my sister and I, of course."

Peter furrowed his brow. "So why amIhere?"

"I wish to speak with you about more... personal matters," she hesitated, her stern voice falling from its usual pedestal. "Here, you nor I need to worry about others eavesdropping. Are you fine with this?"

"Sure, but I'm surprised you want to know more. My life story is not exactly a great thing to listen to." He shrugged his shoulders. "After what I've done, I'm surprised you can even look at me."

"I beg to differ. Yes, you're not quite what I expected, but I'm not afraid to admit that I'm glad to have been proven wrong." Luna's eyes softened. Her hoof gently tapped the free space by her position on the edge of the fountain. "Please, let us talk." She cringed, perhaps out of instinct, pulling her hoof away and glancing to the side. "I understand if you are not comfortable speaking with me on your own."

Luna's eyes grew wide that same moment. Peter accepted the seat, sitting perfectly on the edge of the fountain while facing the princess. The stallion laughed sheepishly and scratched the back of his head, unaware of the reaction he earned from Luna. A gasp nearly escaped from her mouth, but the princess resisted the urge, managing to keep her smile subtle in the process. Once again, the Outworlder's blissful ignorance proved to be a welcomed trait, yet Luna felt scared, the inside of her chest growing cold with doubt.

"Princess Luna, I'm honored, but if anyone's uncomfortable, it should be you," Peter honestly replied, paying no mind to his choice of words.

"I fear your opinion may change." Magical energy surged from Luna's horn, causing the water within the fountain to glow brightly. Peter watched the spectacle, but his eyes widened once Luna's reflection in the water changed dramatically. It's figure grew more slender, matching that of Celestia's in a malicious sense, and her coat became as black as the darkest void, matching the moonlit sky. "I would like to tell you about Nightmare Moon."

Peter's jaw dropped. "Whoa. That's you?"

"Yes. Thatwasme," she emphasized, not wanting anything to do with her old counter-part again. "The jealousy I had for my sister took form, turning me into the very embodiment of evil." Nightmare Moon grinned menacingly within the waters. Luna cringed, holding a saddened look in her eyes. "I'm not proud of the things I've done"

The pair sat quietly for a few moments, causing a sense of uncertainty to build within Luna. She found the Outworlder staring at her intently, occasionally shifting his gaze to the image in the water. A part of Luna dreaded the look he bore for it was something she saw far too often. Ever since she was returned to normal, several ponies would bear the stern gaze, though they would make sure not to let Luna see them up close, but she could still feel their uncertainty and distrust lash out at her.

Perhaps it was paranoia or apathy that drove her to feel this way. Luna shook her head. No, it was guilt, and she understood exactly why her subjects felt the way they had. Even though he was not from her world to begin with, Luna could not help but feel the inside of her chest ache. Just that quickly, the Outworlder distrusted her, finding her past too titillating to ignore. However, the stallion brought his hoof up to his chin and tapped it slightly, giving the image of Nightmare Moon one final glance before giving his full attention to Luna.

"You've shrunk. Like a lot." His response was blunt and crude.

A blank expression formed on the mare's face. Inwardly, she felt compelled to bring her hoof over her forehead to express her vast exasperation, but her mouth betrayed her thoughts, letting out a soft giggle. The Outworlder was nothing short of a halfwit. His demeanor remained upbeat and casual, not a hint of fear visible within his features. Somepony was not terrified of the once Nightmare Moon. Heat returned to Luna's chest, prompting the mare to humor the stallion and return his joke with a sarcastic grin.

"Mind your tongue, Outworlder." Her smile faded, a serious expression forming in its place. "It... does not bother you?" Luna moved again, peering back over the edge of the fountain to catch sight of her reflection mirroring the unease on her face. "Do you not fear what I used to be?"

Peter's face grew serious for a moment, and Luna was grateful for that. She could believe his answer if he gave it without interjecting humor into the conversation. Shaking his head, the stallion made certain his hazel irises met and stay fixed on Luna's glossy, blue orbs.

"No. It's like I told a friend yesterday. Everypony makes mistakes." He folded his hooves and shook his head slightly. "I know what it's like to lose myself, too. We're not that different."

"Is it the corrupting darkness you spoke of?" Luna asked, edging closer to the stallion.

He nodded, glancing off to the side. Luna brought her hooves over her mouth. It was as she feared. The Outworlder indeed shared something in common with her. While her cynical mind questioned his legitimacy, her heart begged Luna to press onward, find the answer to the burning question that haunted her so. Reaching out, the mare placed her hooves just inches from Peter's own, causing the stallion to face her.

"May you... share your experience with me?" A warm smile formed on Luna's face. "I would be most grateful... Peter." Her mouth added lately, earning several cries of frustration and anguish from her mind.

"It's pretty weird." Peter replied honestly, shrugging his shoulders. "Would you believe me if I told you an alien parasite latched itself to my body?"

Luna nodded, maintaining eye contact. "Frankly, I'm inclined to believe anything,Outworlder."

"Duly noted." Peter looked intrigued. Luna brought up a valid and obvious point. He was a human with spider powers who magically transformed into a pony. Contention to disbelief was an understatement. "Well, the parasite actually made me stronger. Like, a lot stronger. It took my powers and upgraded them. I was... powerful."

"Was it... enjoyable?" Luna chose her words carefully.

Peter hesitantly nodded his head as a shameful look formed in his eyes. "Yeah, it was. I felt invincible, but something wasn't right. The longer I wore the suit, the more I started to change. I started to lose control. The parasite... the symbiote... was taking over my mind and body."

"What happened?"

"Things were spiraling out of control. I grew more aggressive by the day, and before I knew it, I stood over one of the bad guys, ready to finish him once and for all. Right then, I knew I had to get rid of the suit. It took some doing, but I managed to get it off." Peter groaned inwardly.'Then the symbiote found Eddie Brock, and Venom became my worst nightmare in living color.'Shaking his head, the stallion waved his hoof dismissively. "It's nothing like your story. I shouldn't have brought it up."

"Outworlder..." Luna stopped, chastising herself. "Peter. You did what I could not and repelled the darkness. That is an admirable quality."

Abashed, Peter shook his head and laughed sheepishly. "You're giving mewaytoo much credit."

"I beg to differ." She bowed her head, respectively. "Thank you for sharing your tale with me."

Suddenly, the mare stood from her seat and turned to face the stallion. Energy glowed through her horn, but before Peter could react, a bright flash of energy surrounded his being. Once his vision cleared, Peter found the scenery around him had changed. On the rooftop of a building, it was clear that both ponies were back in Manehattan. Despite having dealt with this experience a few hours ago, Peter cringed, clutching his knapsack with his hooves with great force.

"Oh, my God!" he shrieked, his voice echoing through the darkened skies. As the stallion stammered about aimlessly, Luna turned to take her leave. Peter noticed and extended his hoof out to the princess. "Wait. You're leaving?"

The moon steadily rose from the horizon, prompting the mare to give the stallion an affirming nod. "It is my duty to watch over the land in the night. I must not be late."

There was no humor behind Peter's smile, only a sense of understanding. "Guardian of the Night, I forgot." After a few moments, he sighed again. "Does this mean we're friends now?"

Friend. That word held so much meaning, and Luna found herself ensnared by it. Despite her polarizing attitude and initial distrust, the Outworlder still held his hoof out in companionship. Luna's mind begged not to accept. After all, both the Outworlder and Discord shared quite a few similarities. They were immensely powerful and, much to Luna's annoyance, both were loaded to the brim with sarcasm. However, there was an important difference between both individuals.

Discord used his power carelessly, doing whatever he pleased without regard for those around him, but Peter used his gifts responsibly, for the greater good. With his nobility and strong heart, he even did what Luna could not and freed himself from the depths of corruption. Peter, granted, was a twit. Yet, she was finally able to understand why Celestia harbored such an affection for him. Luna looked away, hiding the smile she gracefully bore.

"Yes, we are... friends, Peter," she said sweetly before her mind finally regained control, prompting the mare to shoot the stallion a glare, albeit a playful one. "Tread lightly, and pray you do not betray my trust."

That very moment, Luna disappeared in a flash of energy. Peter stood idly by, scratching the back of his head. It seemed in his short time, Peter was gaining more friends in Equestria than he hoped to imagine, and ironically enough, they were all girls. Paying the matter no mind, Peter swiftly threw his heroic attire on and left for the Manehattan Palace. So much time had passed. His friends were probably worried sick about him.

As he swung off into the distance, Peter had not noticed Luna watching from a safe distance in the sky, the dark sky and clouds masking her position. She did not truly want to leave, but her duty as co-ruler of Equestria demanded it. However, her sister mentioned that she would be attending the race between Spider-Mane and Spitfire. Initially, Luna declined joining, but at the moment, the inside of her chest burned, demanding to reconsider her decision.

Bearing a smile, the princess mentally nodded, agreeing it would be in her best interest to cheer her new friend on. With that in mind, Luna disappeared once more, giving her final consent to the Outworlder.

With Luna's trust earned, Peter was free to roam through Equestria.

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