• 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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Honest Emotion

Chapter Twenty "Honest Emotion"

The Manehattan Palace, a shopping center of epic proportions with the widest selection of goods, was one of the city's greatest attractions. Naturally, the girls couldn't resist a chance to go shopping at such a luxurious place and decided to venture off first thing in the morning. Peter let out a yawn as he tinkered with the device placed on his lap. As a male, he had to decline going on three counts. First, it was too early for anypony to do anything, and it wasn't often that he got to sleep in, the Crusaders and his roommates making it impossible to do so at home.

Second, there was the task at hand, or hoof in this case. Sitting upright in his chair, as if he was still a human, Peter struggled to properly make the correct adjustments to his pair of web-shooters. With the race only two days away, he figured now would be a good time to work in peace, without having to be weary of an unwanted interruption, namely by the two ponies that didn't know his secret, Octavia and Vinyl Scratch. However, the third reason was Peter's primary excuse for not tagging along with his friends.

Immediately after his conversation with Princess Luna a few hours ago, Peter started making the modifications to his web-shooters, but problems arose during the process, leading to several complications. The pony design was rather sensitive compared to the formal human's, meaning jamming was a frequent problem, and if something of the sort happened during the race, a fall from several stories was in the stallion's future. Not to mention, his web-cartridges were dangerously close to being empty, forcing Peter to recreate a new batch of gossamer from scratch.

He stayed up for a great portion of the night, determined to finish his project as soon as possible. If anypony were to see him at the moment, they'd mistake him for a zombie. Fortunately, his hard work paid off, modifications to the design were complete and the cartridges were refilled in decent time. Raising his hooves overhead, Peter let out a victorious yawn before falling over the table in a slump. There was still time for him to catch a little sleep before the trip to the Plaza. Sadly, he knew the girls were not going to allow him to miss out, even if he wanted to.

The door opened behind him, its protesting creak echoing throughout the room. Peter stole a glance out of the corner of his eye, making sure the majority of his attention remained on the device in his lap. However, upon recognizing the shade of lavender on the girl's coat, a warm smile formed on Peter's face. He placed the web-shooter on the table and turned his chair completely around. The mare raised her brow at the stallion but managed to return his smile with one of her own.

"Peter? You're still up?" Twilight whispered, maintaining her volume to a respectful level.

Her mane appeared a bit ruffled and small bags sat underneath her large eyes, showing the mare had woken up prematurely. Peter saw her like this quite a bit, usually first thing in the morning, but even in such a state, Twilight was cute. Peter´s mouth opened wide, letting out a large yawn it dared not conceal. He just admitted his roommate was cute, and his brain refused to comment. Either it was finally ready to agree with Peter or it was too sleepy to retort. Peter nodded. It was probably a bit of both cases.

"Yeah, I was just making a few modifications to my web-shooters." His eyelids grew heavy, but Peter managed to keep them half-open. "What areyoudoing up?"

Rolling her eyes, Twilight playfully poked Peter in the side, bringing his gaze to find her free hoof pointing at the closed window across the room. Using her magic, Twilight opened the blinds, allowing the early morning sun's rays to beam into the room. Peter exhaled as he used his hooves to shield his eyes. It seemed the modifications took longer to complete than expected. Against his will, he pulled an all-nighter and was too stupid to notice.

Twilight shook her head disapprovingly. "You're just lucky the race is tomorrow and not today."

Shrugging his shoulders, Peter shook his head. "Tell me about it. I feel like a total zombie."

"Keep working yourself like this, and you'll look like one, too." Placing her hoof on his shoulder, Twilight offered the stallion a warm smile. "You should get some sleep, Peter. I don't want you to-"

Twilight's ears perked at a peculiar sound. Soft snores escaped from Peter as he sat with his head down on the side. A few strands of his unkempt mane rested over his face, finding a way to stick thanks to the drool escaping from his opened mouth. Twilight cooed at the sight, finding it cute in the worst way. With her magic, she dropped the quilt from the bed over Peter's body with the exception of his head. If the position was uncomfortable, he'd move on his own, but Twilight giggled, knowing her friend's flexibility made it possible for him to sleep anywhere in any fashion.

She even found Peter asleep on the ceiling once, and Pinkie attempted (succeeding somehow) to duct tape herself along his side.

The longer she watched Peter sleep, the hotter her face grew. Twilight found herself thinking of her roommate more by the day, but she figured it was only due to the incident regarding the book. Yet, the sensation coursing through her body felt different. It was warmer. Unlike the heavy guilt that threatened to crush her, this feeling was light, fleeting. Butterflies would fill her stomach. It was periodic, but Twilight never wanted it to leave.

It was reminiscent to the way she felt the night of the Gala. Peter looked more attractive than usual, and she already found him easy on the eyes. Twilight bit her lip. It only worsened when they danced. Never had she felt so flustered. He held her so close for only a moment, and she actually liked being in his hooves. Her breathing grew shallow. She had no idea his body was so solid. Twilight rolled her eyes. It was in her nature to be observant. Her comment meant nothing.

It was odd, and it only happened whenever she was around Peter. She even became nervous around him. Her pores would open, causing her to sweat mildly. As Twilight watched Peter fall deeper into his slumber, her heartbeat's pace increased as her usual symptoms returned, more intensely than usual. Instinctively, she edged closer, unaware her mouth was dangerously close to Peter's cheek. Fortunately, her mind realized what was happening, prompting Twilight to clumsily back away.

Her brow furrowed. There was something else she felt. A burning desire to press onward. She shook her head. It was... anticipation. Did a part of her actually want to...?

The temperature in her face grew even more intense, and her heart threatened to burst upon such a thought. Whatever these feelings were, Twilight did not know what they meant. She would ask Peter what was happening, but he needed the entire day to catch up on his sleep. Perhaps the day of the race, she'd make sure to ask Celestia. Surely, she'd have a logical explanation for her unusual behavior. Hopefully, it was not anything serious.

With her mind made up, Twilight turned to take her leave. Peter needed his rest. She stopped at the doorway, stealing one final glance at the sleeping stallion.

She scoffed, closing the door behind her. Perhaps she was being a bit too observant...

Twilight's mind continued to race as she made her way back to her bedroom. Peter had become a regular subject of interest over the past few weeks for Twilight, but she couldn't figure out why during some times, now particularly, her physical and mental beings became so enthralled with the matter. Some of her physical symptoms were shallow breaths, quickening heart rate, sweaty hooves, increased body temperature, and a tendency to smile more often than usual.

It was an anomaly matched only by her mental symptoms, which included countless thoughts centered around Peter, an adept sense of fuzziness, and a hidden urge that has yet to be understood, much to her own irritation. To make matters worse, she actually enjoyed these unusual sensations.

The librarian furrowed her brow at the thought. Whenever it came to Peter, there was only one pony she could talk to with no fear of being judged. Plus, she was the only one awake at this hour. With her sense of logic, hopefully she could provide a rational explanation regarding Twilight's bizarre behavior.


"All right, Twi'. This must be serious if you want to talk so early in the morning," Applejack stated, scratching the back of her ear. The dining hall was empty, breakfast not having been prepared yet, but based on the details of Twilight's request, it was for the best that nopony would hear what she had to say. Shrugging, Applejack removed her hat from her golden crown and placed it on the middle of the table, between herself and her friend. "Talk to me. What's wrong?"

"It's about Peter," Twilight bluntly replied, frowning. Her hoof tapped feverishly against the table as the stallion's image flooded her mind once more, causing the mare to groan inwardly. Even now, it was happening. "I've been thinking about him so much lately, but I don't knowwhy."

Applejack raised her brow. "Did something happen?"

"No! Absolutely nothing has happened. It's not like the incident with the book. Everything has been fine between us. No. Everything has beengreatlately. I don't understand it at all." Twilight's voice sped with each word, revealing her flustered state of mind. "Ever since that night at the Grand Galloping Gala, I've been really nervous around him. Just a few minutes ago, I think I wanted to kiss him!" She placed both hooves on the table and leaned closer to the blonde with a puzzled expression in her large eyes. "This has never happened before! Applejack...what is wrong with me?"

No immediate response was given, at least not the type Twilight was expecting. Applejack placed her hoof over her forehead and giggled innocently. "Nothing's wrong with you, Twi'. It's just-" She paused, unable to suppress her growing laughter.

Twilight glared. "Applejack! This is serious!"

Applejack waved her hoof apologetically.'That issoTwilight,'she thought, remembering how dense her intelligent friend could be. "There ain't nothing to worry about, sugarcube. Ah' think Ah' know what's wrong." Gentle assurance could be felt from her voice. "Lemme take a guess. Pete's the only pony that makes you feel this way?"

The lavender mare simple nodded. "Yes. I never felt like this for anypony before."

Indeed, she had not. While she had grown considerably sociable over her time in Ponyville, Twilight's circle of friends were small compared to the normal pony's, but it was because of that circumstance that she forged a sibling bond with those closest to her. Yet, her feelings for Peter were different from those she held for Spike and Shining Armor, a deep sense of admiration but something else. Her cheeks practically burned. Was it...? She shook her head, shifting her gaze to the ground, namely out of embarrassment.

Such an outlandish thought. It couldn't have beenthat. She bit her lip. Could it?

'Strike one.'A coy smile formed on the farmer's face upon spotting the blush on her friend's features. "You said you've been like this since the Gala, right? Can you be a bit more specific?"

"That's easy. It was when we danced together," Twilight said straightforwardly, the memory of that night remaining as fresh as ever.

Her mind went adrift, to the moment everything changed. Twilight clumsily struggled to find her balance, all while trying to maintain a sense of rhythm to the slow, orchestral score playing throughout the room. She had never been much of a dancer, and with four left hooves, it was a wonder nopony had said anything about it. Her dance partner was not much better off. Peter's gaze remained locked on his hooves, occasionally shifting to meet with Twilight's violet irises.

Despite his incredible sense of balance, Peter continuously misstepped, narrowly bumping into his friend with each motion, but with a horrid misread, Twilight stumbled first, falling forward with unsettling grace. However, no crash landing occurred. Twilight opened her eyes, trying to find what stopped her plunge, but her breathing grew shallow once she found herself leaning into Peter's body, the side of her head pinned against his solid chest. Both of his hooves were wrapped around her slender frame, pulling her further into an embrace of sorts.

An astounding heat wave coursed through her body. The position was embarrassing, clearly, yet Twilight felt no need to leave Peter's grasp. She could practically feel his strength shielding her from the dangers of the world. Sadly, in her bliss, she failed to notice her friends were staring, most out of awe. Twilight's eyes widened as her senses returned, her face flushing with embarrassment. The mare quickly (much to her dismay) broke away from Peter, but in her rush, she accidentally stepped right on the tip of his hoof.

The night continued without incident, but for Twilight, the moment remained, a part of her wishing to relive it in the near future. Blinking, she finally brought herself back to the present before turning back to Applejack, who only offered a smug grin in return. The temperature in her cheeks continued to rise, threatening to melt away her very presence. Was it trulythatshe felt? It couldn't have been.

Peter... Does she...?

'Strike two.'Applejack closed her eyes and huffed. It was painfully obvious what Twilight was feeling, but she wanted her friend to figure it out, too. "All right, Twi'. Last one. Does Pete know how you feel?"

Reminiscent to lightning striking a rod, the question asked ignited something within Twilight. Peter was the center of her building emotions. So why did she not go to him first? It didn't seem right. Was it due to a lack of trust? Twilight shook her head firmly. Of course it wasn't. She trusted Peter with her life. No, it was because of something else. The feelings she bore were intimate, not meant to be taken lightly. The inside of her chest tightened. Was it...that?

Twilight brought her hoof over her heart, smiling at how erratic its pace had grown. "Applejack... am I...?"

'Strike three.'Smiling, Applejack reached over the table, placed her hoof on top of her friend's, and giggled. "Sugarcube, it's plain as day. You're in love with him."

"I'm in...What?!" She peeped, nearly stumbling out of her seat. Placing her hooves over her burning cheeks, Twilight shook her head profusely. "Love? No! I can't..." Her eyes grew wider with every passing second. Suddenly, temperature in her chest reached a fever-pitch, giving an affirming nod metaphorically. One final image of Peter flashed across her mind,. Everything finally started to make sense. Twilight nodded as her lips curled into a smile. "I'm... in love."

Applejack smirked. "You're finally starting to be honest with yourself. Now all you have to do is tell Pete how you feel."

"Huh?" Twilight was going to melt if this continued. "Applejack, I can't."

"Sure, you can."

"No. I can't." While the smile on her face remained, a hint of sadness formed in her eyes. "I've done nothing but cause Peter trouble. It's my fault he's trapped in Equestria."

Exhaling, the blonde's hoof fell over her forehead. "Twi'. You and Pete are so much alike, it outta' be a crime." An honest smile formed on her face as she placed her hoof over Twilight's. "You always think you're causinghimtrouble. He's always thinking he's causingyouproblems." She began to caress her friend's hoof. "You two arealwaysthinking about each other."

Twilight's mouth fell agape, her blush remaining. "Really? He thinks about me, too?" Applejack's words echoed throughout her mind. Peter thoughthewas a problem? He had not done anything wrong since his arrival. Her eyes widened at a late realization, shifting back to Applejack. "What should I do?"

Much to the unicorn's surprise, Applejack abruptly stood from her seat. "Best advice Ah' can give you? Just tell Pete how you feel. He ain't the type to pick up on little hints." As she placed her hat back over her head, the blonde huffed. "Ya'll have that in common, too."

Just tell him? Twilight closed her eyes and shook her head disapprovingly. Perhaps if she wielded the Element of Honesty, Applejack's advice would have been easy to follow, but this situation had grown too complex for such a simple solution. Her violet irises softened at a thought. Just holding in this secret proved challenging, especially when the subject of interest was so close. Would he understand? What if she ended up pushing him away by revealing her feelings.

Inhaling, Twilight felt a pull from within her chest and cringed once an aching sensation occurred. Such a thought hurt, but she managed to hold a smile. Peter had proven his loyalty too many times for anypony to question now, staying by her side even after the truth regarding the book came into light. At the very least, he wouldn't run away, but a fear remained, causing the mare to bite down onto her lip. Even if she were to consider Applejack's advice, how exactly could she go about doing it?

An exasperated groan escaped from the unicorn. Despite her vast intellect, Twilight was hopelessly clueless when it came to love. Her crimson-stained cheeks continued to burn, prompting Twilight to laugh forcefully. Not that she was actually in love, of course.

Twilight shook her head, dismissing the thought. Of course she was in love. "Buthowdo I tell him?"

"Sometimes it's not abouttelling. You might be better offshowingPete how you feel." Applejack placed her hoof on Twilight's thigh and patted it gently. "Just go with your gut. It'll make sense then."

Before she could hope to ask anything, Applejack left the vicinity, laughing heartily on her way out. Twilight watched her friend with a look of bewilderment. What did she mean? The temperature in her features rose, an idea igniting a surge of emotion. Gasping, Twilight's hoof fell over her mouth. Surely, Applejack didn't meanthat? The image played throughout her mind mercilessly, as if a part of her being wanted to give the theory a try. No! That was illogical! Who would try something so outlandish?

Hopping from her seat, Twilight decided to retreat to her quarters and think of an alternate mean to reveal her feelings to Peter. However, her lips curled into a smile as her flushed gaze rose from the ground. As silly as the idea was, Twilight admitted it was sorely tempting to try.


Peter's eyes fluttered open, taking in as little light as possible. He steadily rose from his position, pausing to wipe his face clean of the drool, but the task proved rather messy, his mane stuck fast to his cheek. Letting out a groan, Peter forced himself from his seat and made his way over to the nearest window. The sun slowly set across the horizon, allowing a new night to steadily take hold of the world.

"Oh, for the love of... I slept the entire day away," Peter sighed, bringing his hoof over his forehead.

"Hey!" Turning at the sound of the voice, Peter found Twilight entering the room with a bright smile on her face. "You're finally awake."

"Twilight? How long was I out?" His hoof continued to wipe away at the slob. With no mirror in sight, Peter knew he looked like a Tasmanian devil. "Please tell me you didn't take any pictures."

"It's almost seven P.M. I made sure nopony disturbed you." The mare giggled. "And no. I didn't take any."

"Thanks."

Time was certainly against him. Because he overslept, Peter had only seventeen hours left until his race with Spitfire. Walking over to the table, the stallion peeked his head underneath the desk and found his trustworthy backpack sitting to the far side. He reached out, but the muscle between his neck and shoulder tightened, causing Peter to groan outwardly. Now was a good time to stretch his limbs.

He removed the gloves from his costume and brought them up to the table. As the stallion replaced his web-shooters within each glove properly, he concurred that a field test was mandatory. Once the procedure had been completed, Peter threw the rest of his costume on, earning a baffled expression from the lavender mare. Before she could say anything, he rushed over to the window and slid it open.

"Wait!" Twilight blurted out, causing her friend to stop in his tracks. "What are you about to do?"

His mask covered the majority of the stallion's face, revealing only his mouth. Peter used one hoof to point at his other. "I have to make sure my web-shooters are working properly." Pulling his mask all the way down, Spider-Mane nodded his head firmly. "I won't be long."

"Well, before you go, I have something I want to ask you." Twilight's tone suddenly grew soft, matched only by the concern held in her violet irises. Once Spider-Mane turned around and removed his mask, maintaining his perched position by the window, Twilight took a step forward, closing the distance between herself and the hero. Her breathing began to grow shallow. "Do you honestly believe you can win tomorrow?"

Scratching the back of his head, Spider-Mane shrugged. "Not sure, really. I'll never know unless I try."

"Spitfire's an elite flier. You may be a great hero, but you're still a unicorn taking on a Pegasus in an aerial race." Twilight glanced to the side, brushing her hoof against the other. She hated being so pessimistic to her friends, but the current situation begged for it as the odds fell against Peter. Yet, her smile remained firm. "I just want to know that you'll be okay."

Peter remained quiet for a few moments. She closed her eyes, biting down on her lip nervously, but the sound of the stallion's light chuckling brought her violet gaze to meet his hazel irises.

"I couldtellyou, but..." He reached out, offering the mare his hoof. "I think it'd be better if I justshowedyou."

The same warmth that perplexed Twilight resurfaced, evident by the blush forming in her cheeks. Her eyes stared questionably at the gesture. Surely, he did not expect her to go web-swinging with him. Yet, there he remained, with his hoof reaching out to her. Twilight felt her intake of breath shortening. It was not from fear but her longing sense of anticipation, the same sensation she felt earlier.

'You're in love with him.'

Twilight brought her hoof over her chest in a vain attempt to tame her heartbeat. Perhaps out of instinct, her body moved on its own. Peter's posture remained calm, meaning his patience had not dimmed. He always tolerated her, even on the worst days. Twilight knew she couldn't be in better care. So why did she hesitate? These feelings were not bad. In fact, Twilight longed to understand them. Why did Peter cause such a spur in her emotions, and why did she enjoy it thoroughly? It couldn't have been normal.

'Now all you have to do is tell Pete how you feel.'

Whether or not it was, Twilight pressed onward, placing her hoof directly on Peter's. Suddenly, her lips curled into a smile, the contact sending a warm wave through her body. Her eyes widened. The answer had been in front of her the entire time. How could she not have seen it? However, it felt wrong, especially after everything she did. Had she the right to feel this way? Peter may have accepted her apology regarding the book, but surely he couldn't do the same for this.

'Sometimes it's not about telling. You might be better off showing Pete how you feel.'

It was too much. She had to do something. Peter readied to lift Twilight onto his back, but the mare pulled her hoof away from his. Before he could ask for an explanation, Twilight leaned forward and pressed her lips onto his. Peter's eyes widened as his mind flooded with thoughts of shock, awe, and horror. Was a pony kissing him? What brought this on? Why wasn't he stopping it? So many questions plagued his mind. Peter's vision glazed over, centering on the violet irises that rested inches away.

She was beautiful. He always knew that, but it didn't change the fact that she was a pony. Granted, he accepted that he was also a pony. It was a shield he held needlessly. Twilight and the others accepted him despite his alien background. So why could he not do the same? More questions echoed throughout his mind, but his body ignored them, melting into this act of affection. Peter placed his hoof over Twilight's shoulder, pulling her further into the kiss, and she moaned inside of his mouth, pure bliss filling her senses.

The pair finally parted, perhaps out of need for oxygen. Twilight held her hoof over her mouth, savoring the taste bestowed upon her lips, but her eyes widened, her mind lately realizing what had just transpired. She just kissed Peter. What had she done? Her body acted on its own. Twilight shifted her head about frantically. She actually kissed him! There was so much she wanted to say, but her senses grew numb, destroying all forms of rational thought.

"Twilight..." Peter whispered, edging closer to the mare.

Her lips quivered. "Good luck tomorrow!" she blurted out, cursing her mind for betraying her mouth.

Perhaps out of emotion, Twilight turned away and ran out of the room. She chastised herself. It was unfair to do such a thing to Peter, but her mind was too frazzled to think clearly. Her feelings for Peter were sound, that much she knew, but Twilight felt as if a mistake had been made. Was she premature in her decision, or rather, her reaction? What could she do? Twilight nodded inwardly, knowing there was somepony who could help her. If it was truly love she was experiencing, Twilight knew exactly who to send a letter to.


Dear Cadence,

How soon can we speak? I'm in Manehattan at the moment, but I'll be back in Ponyville by Tuesday. Do you think we can speak then? Just the two of us, I mean.

I think I'm in love.

-Twilight

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