Spiders and Magic: Rise of Spider-Mane

by Maximus_Reborn

Race Through Manehattan

Chapter Twenty-One "Race Through Manehattan"

Hundreds to thousands of ponies filled the streets of Manehattan, their roars of applause extending to the furthest reaches of the city. The day had finally arrived, all of the build-up leading to this point. It was a tale of the seasoned veteran taking on the up-and-coming rookie, Spitfire and Spider-Mane. Even the gathered crowd could not help but feel a mismatch in today's event. A unicorn facing off against a Pegasus in an aerial race was almost unheard of, surpassed only by the fact that the Pegasus offered the challenge in the first place.

Everypony wondered what the captain of the Wonderbolts could have been thinking, but Spitfire's answers to the media were often cryptic, usually ending with a simple 'you'll see when the day comes' or 'just seems like it'll be fun'. Perhaps she saw something in the rookie nopony else could and wanted nothing more than to test his mettle. Spider-Mane may have been strong, but it was left to see if his speed could match his strength.

In the sea of ponies gathered for the event, only a few physically showed their support for the hero. Derpy, sitting by the starting line, wore her signature t-shirt with a heart next to Spider-Mane's face, and she also carried a flag in her mouth, the words 'Spidey's #1 Fan' being etched into it. Across the street from her position was Spider-Mane's entourage, all wearing crimson and navy blue ribbons around their necks and hooves. Even Princess Celestia and Princess Luna displayed their support subtly by donning the same ribbons around their necks.

However, with a navy blue cheerleader's uniform around her frame, a design of Spider-Mane's insignia over her chest, Pinkie Pie raised a pair of crimson pompoms high over her head, ecstatically showing her support via enthusiastic cheers and rhymes.

"Spider-Mane! Spider-Mane! Go-!" she held the note, lowering her pom poms, before leaping to the highest of her ability. "Spider-Mane! Woo-hoo!"

The others chose not to intervene in their friend's 'performance', partially out of fear that they would be forced to join in the activity. The ever-stoic Trixie was the unfortunate soul that crossed Pinkie's line of sight earlier. Without a chance to form a rebuttal, namely due to the pink mare's speedy mouth, she was thrown into a matching cheerleader's uniform and handed a pair of pom poms as well. As much as the former magician wanted to support her friend, Parker, she wished to retain some form of dignity, but it seemed that was a small price to pay for having allies now.

Trixie sighed. Only today would she stoop so low. "Hoo-rah. Hoo-rah." The unicorn blankly stated, mirroring Pinkie Pie's motions with an immense look of exasperation. "Spider-Mane. Hoo-rah."

As both mares continued their cheering, the others conversed, passing by what little time remained before the beginning of the main event, but one remained to herself, keeping her gaze fixed on the starting line while her mind attempted to sort out the countless thoughts that filled it to the brim. Several hours had passed since that special incident, and Twilight still could hardly believe what had transpired. She kissed Peter but ran away the moment after, leaving the librarian's heart to question the actions of both her mind and body.

Memories of the morning after played through her mind, adding to her pent up stress. She watched as her friends (rather the ones that knew his secret) wished Peter good luck before departing, but for reasons unknown, Twilight could not bring herself to do the same. She could hardly sleep, the images of their kiss refusing to give her any peace of mind. It was easy to imagine Peter going through the same ordeal, causing Twilight to further chastise herself.

How could she have been so selfish? The race with the Wonderbolts' top flier was sure to require all of his focus, and after what happened last night, it was safe to assume a majority of Peter's attention was elsewhere. Twilight shook her head disapprovingly. It didn't help that she was directly avoiding contact with him, too. Eventually, she would talk to him, but only after when she comes to terms with her emotions. It was unfair. For all she knew, Peter felt as if the entire situation was just a tease, and Twilight scolded herself for leaving such an impression.

That was not the case. She really liked Peter, more than any pony she's ever known, and that didn't give her the right to string him about so cruelly. His feelings were just as important as hers, but Twilight wanted to be absolutely sure that if it was truly love she felt for Peter, the safest route had to be taken, though it proved to be the most difficult path to follow. The mare let out an exasperated sigh. Why did this have to be so complicated?

Unfortunately, in her guilt-ridden trance, Twilight shifted her gaze over, accidentally coming into direct eye-contact with Peter. Everypony had already left the room, leaving her with no shields to duck behind. The muscles in her limbs went numb, eliminating the choice of retreat, and the inside of her mouth grew dry, making it impossible to form tangible words. Both ponies stood in an awkward silence, a flush filling their faces as a result. A dual set course within Twilight, a battle of wills between her heart and mind.

One begged to stay and apologize to Peter, to explain her behavior, while the latter screamed for a tactical retreat, knowing that course of action was not meant to be taken today. Much to her dismay, Peter made the first move and slowly approached the mare. The internal debate came to a screeching halt, sending Twilight into a deep panic. Her muscles were still locked, and the closer Peter got, the fuzzier her mind grew. He stopped a couple of inches shy of Twilight, but his hazel irises grew soft upon a quick inspection.

Perhaps he could have sensed the trouble going through her mind or it was written all over her face. In either case, Peter smiled somberly before gently placing his hoof over Twilight's shoulder, earning a light gasp for his action.

"Take as long as you need to figure things out," Peter whispered, earnest care evident in his voice. He leaned forward, albeit clumsily, and gently pressed his lips on Twilight's forehead. "I'll wait as long as it takes."

Twilight lowered her head, desperate to hide the crimson blush that surely stained her cheeks, but despite the immense level of embarrassment she felt, it could not keep her lips from curling into a relieved smile. Peter's caring nature remained as sterling as ever, easing away a great deal of tension pent up within her mind and body. With words so simple and a kiss so brief, Peter told Twilight that he understood. It was just as important for him as it was for her, meaning there was no need to rush into anything.

Her feelings were sound, enforced thanks to Peter's gentle assurance, but Twilight only wanted a little guidance from her sister-in-law to be sure.

Soon, she promised. Very soon.

Her hoof fell over Peter's as she brought her violet gaze to meet his finally. "Thank you, Peter."

Unfortunately, her body ignored her mind's order to rendezvous with her friends and chose its own course of action. Swiftly, the mare gave the stallion a brief yet very affectionate peck on the cheek. Once the deed had been done, Twilight's senses came rushing back into fruition with the force of a waterfall.

By the goddesses, she did it again! Her face beet red, the unicorn scurried out of the room, colliding with every object in her path from a chair, across a table, and into the door. She managed to steal one final glance at Peter, who waved sheepishly, before slamming the door shut with her magic, rather hardly.

Frazzled, Twilight could only sigh. She hoped to gain control over this matter much sooner than later.

"It's time to introduce the participants!"

Snapping out of her trance, Twilight was greeted back to reality with an ear-deafening set of cheers. The earth shook as everypony stomped in excitement, eagerly awaiting the announcer's next words. Rainbow Dash was the first to lean over her section's guardrail, prompting the others to follow her example. Hesitantly, Twilight nodded, deciding to take a place among the rail as well.

There was plenty of time to sort out her feelings. Right now, she had an important task, and that was to lend Peter as much moral support as she could.

"Our first competitor hails from Cloudsdale. She's one of Equestria's finest flyers, the captain and the most decorated member of the Wonderbolts. She holds over twenty honors since the start of her initiation. She's the one and only, Spitfire!"

Soaring through the clouds overhead with the speed of a bullet, a Pegasus clad in a bright blue, skin-tight jumpsuit with a yellow bolt design streamed across her chest came into view of the thousands of spectators below. The entire crowd erupted, quickly revealing who the fan-favorite was once more. Her fiery mane and tail whipped back at the mercy of the wind once the mare's speed increased in her descent. Inches above the ground, Spitfire pulled her wings back into her side and slid smoothly across the ground for several meters before coming to a perfect stop near the starting line.

With a confident smirk, she gave the crowd a wink and a friendly wave of her hoof, intensifying the cheers around her tenfold.

"Ah!" Rainbow Dash squealed, holding her hooves over her mouth. "Was that cool or what?!"

Applejack nodded, whistling. "Yeah. Ah' reckon' that was pretty fancy- Hey!" She turned to her friend with a glare. "Whose side are you on anyway?!"

Shaking her head, Rainbow raised her hooves defensively. "I'm on Spidey's side, no doubt about it!" Her cheeky grin returned full force as she shifted her attention back to the starting line. "That doesn't mean I have to lie about what's cool and what's not, though!"

Trixie huffed, rolling her eyes. "At least she's honest... for whatever credibility that holds."

"Honesty'smyschtick, loyalty'shers. Just had to make sure she wasn't acting screwy." Applejack smirked, poking the skirt the unicorn wore. "Nice dress by the way."

Her brow twitched violently at the comment, leading Trixie to raise her hoof/pom pom to conceal her mouth. "Remind me to kill that idiot, Parker, later," she paused, shifting her violet irises to the pink mare a few feet away, "...for leaving me alone withher."

"Come on, Trixie! Here he comes! It's Spider-Mane! So shake those 'poms!" Pinkie Pie cheered, shaking her pom poms vigorously. Begrudgingly, the former magician merely exhaled, shaking her pom poms with the speed and strength of a turtle. Yet, this seemed to have satisfied Pinkie, who smiled widely and raised her hooves gleefully. "Yay!"

"Our second competitor is somewhat a mystery. He's strong enough to take on the biggest dragons, and nice enough to help the tiniest fillies. He's Ponyville's hero, Spider-Mane!"

Perched on the edge of a rooftop, Spider-Mane sat in a squatting position with his blank lenses centered on the crowd underneath. While applause was heard, or rather Pinkie's insistent cheering, several murmurs and whispers coursed through the populace, but after a few seconds, a few ponies managed to spot the stallion, pointing out his location for everypony to see. Suddenly, the cheers increased in volume considerably, though it still paled in comparison to the ovation Spitfire received.

However, that didn't matter to Peter, for throughout his entire life (normal and heroic), he had always been viewed as an underdog. It was just another day in the office for the Wall-Crawler. Shifting his head slightly, he managed to spot his supporters rather quickly, from his self-proclaimed number-one fan to his friends. Each gave him a smile with the exception of Trixie, who mouthed off a silent 'you owe me', but Peter's gaze remained centered on Twilight, sending his mind into an upheaval of sorts.

'So about last night and this morning? You're fine with it? I mean, Twilight kissed you twice. Let's not forget you sort of kissed her back.'His mind scoffed.'I get that you told her to take her time and figure things out. What about you? Don't you think you need to figure this out, too? I mean, going from kissing a girl to a pony is pretty extreme, dude.'

Spider-Mane stood from his position.'Well, truth be told, I'm still surprised. I didn't think Twilight really liked me in that sense, but I'd be lying if I said I didn't like her, too. She's smart, cute, and really nice. Plus, she knows a few of my secrets, and none of them bother her. Twilight's really...'He grinned, scratching the back of his head,'special.'

To quote himself would have been redundant, and to recall any of the events would have been no different. It was true. Twilight was special. Honestly, Peter felt he had so much in common with the librarian. She was socially awkward to an extent, matching the wallflower that Parker truly was. She was very responsible, making Peter's inner Uncle Ben proud. She was very intelligent, coming off as a nerd, but Peter found that endearing considering he was Queen's biggest nerd back in New York.

She was surprisingly clumsy, having the grace of a bull in a china shop. It somewhat mirrored Peter, seeing as how suggesting he was smooth was a wild misunderstanding. Twilight was adorable, bearing the most wonderful smile, and that pink strand in her mane he loved so much, how Peter begged that she never discards it. His mind groaned. This was pathetic, but it wasn't a surprise. He felt this way since that night at Zecora's when Twilight learned everything about his past and wanted to remain his friend nonetheless.

Yet, one significant trait remained, giving his mind one final chance to argue.'And the whole 'her being a pony' thing? Isn't it weird?'

Raising his hoof and holding it across his face, Peter's answer was simple.'Well, I'm a pony, too. We've been over this. My background just doesn't matter to these girls.'His gaze fell on Applejack and Rainbow Dash.'They know what I am, and they still call me their friend.'His gaze shifted to Princess Celestia and Princess Luna.'They still trust me.'His gaze moved to Rarity and Fluttershy.'They still support me.'

Finally, Twilight fell back into his line of sight.'So her being a pony? It doesn't bother me at all. We're not that different. Besides...'He trailed off, filling the temperature in his face rise.'Twilight's a good kisser.'

'All right. I get it. You really like her.'His mind let out a defeated sigh. It was pointless to even attempt an argument. It seemed Twilight eliminated all shred of doubt with that one kiss.'We know whatyouwant. Let's just hopeshewants the same thing. Gives you all the more reason not to suck today!'

A sense of light erupted from within Peter, like several bolts of electricity firing into a conductor. "Yeah! Let's get this started!"

Leaping from the building, Spider-Mane allowed gravity to aid in his descent, and as the crowd exclaimed with a mixture of awe and horror, he fired a strand of webbing to the closest building, managing to fall into a swinging motion. Using the strength in his lower body, Spider-Mane threw himself from his webbing and performed a series of flips before landing perfectly on all four hooves by the starting line. Shrugging, he faced the crowd haplessly, somehow transforming a moment of silence into a stunning round of applause.

While the crowd continued to hold their ovation, Peter turned to the right, finding Derpy waving at him feverishly. He returned the gesture with a wave of his own, causing the clumsy Pegasus to sigh blissfully and wave her flag with increased vigor. Smiling underneath his mask, Spider-Mane faced his entourage. Princess Celestia smiled warmly while her younger sister gave the stallion a firm nod, although a small smile could be seen within her features as well. His friends leaned over the rail, each managing to offer some form of support respectively.

"Do be careful, darling!" Rarity called out, concern evident in her voice.

"Um... stay safe," Fluttershy said or rather whispered. Thankfully, Peter was able to read her lips through the crowd´s noise.

"We believe in you, partner!" Applejack cheered, raising her brow at the pair of cheerleaders to her side. Pinkie held a sign with Spider-Mane's face on it while Trixie, to her right, raised a poster with an exclamation point on it. The farmer snickered as she turned back to the masked stallion. "They believe in you, too!"

Rainbow Dash smiled confidently. "Remember what we talked about, dude! You got this!"

Lastly, Spider-Mane turned to Twilight, who held her hoof over her chest. Closing her eyes, she smiled and innocently cheered, "Good luck!"

With that, the stallion nodded before turning to take his place behind the starting line. However, his spider sense went off within his cranium, forcing Peter to stop in his tracks. Though his sense for danger was giving a forewarning, it was not nearly as intense as usual, mildly buzzing instead of the sharp bolts of pain that occasionally struck. This meant the 'danger' he was in was mild at best. Sadly, he blinked once, only to find an aquamarine mare leaping at him with her hooves fully extended.

Under duress, Spider-Mane could have easily dodged the incoming 'attack', but stunned as he currently was to an amazing extent, Peter could only watch helplessly as he was tackled to the ground.

"Yes!" Lyra giggled uncontrollably, nuzzling her head against her trophy's chest and tightening the grip of her hooves around his torso. "I have you! I finally have you-!"

Several ponies with batons tackled the young mare before she could revel in her victory, freeing Spider-Mane who had not yet recovered from the initial shock of the attack. Kicking her hooves with all of her might, Lyra tried to the best of her ability to break free, but the numbers of the security force proved too great, finally being subdued after what seemed like minutes. Lyra continued to squirm, keeping her wide, eccentric gaze dually focused on Spider-Mane.

"No! Let me go, you fools! He's a hu-!" One of the guards snapped a muzzle over the mare's face, but that would not calm her rebellious spirit. It would only make her muffled speech intangible and impossible to understand. "Mmm Mmm Mmm! Mmmmmmmmmmmmm?! Mmmmm! Mmm..." ("I'll get you next time! You hear me?! Next time! Darn it...")

Octavia's mouth fell agape as she watched security drag her friend away, her hoof fell over her forehead. "Oh, my stars. Please tell me she didn't actually do that."

Reality having settled back in, Spider-Mane sat up from the ground, his masked eyes as wide as the horizon. "Okay. Who... orwhat... was that?!"

"Rabid fan. When you're famous, you tend to see those," Spitfire coolly stated, bringing Spider-Mane's gaze to find her hoof extended out to him. "It's nice to finally see you, dude."

"Is that all? I was worried I gave somepony the wrong impression for a moment," Spider-Mane sighed, accepting the gesture and placing his hoof onto hers. With a quick jerk, she pulled him from the ground, earning a sheepish chuckle from the stallion. "Thanks for that."

Tilting her head to the side, Spitfire's brow furrowed behind her goggles. "I'm not going to lie. I thought you'd be taller... and bulkier." Her orange irises followed his slim yet athletic figure slowly. "You're a bit on the puny side. Totally not what I was expecting."

"Um... sorry?" Spider-Mane murmured, rubbing the top of his head.

After her 'inspection', a smirk formed on the Wonderbolt's face. "I never said it was a bad thing."

"I'm never what anypony expects. I guess it's part of my charm."

"I'm just glad you're not a jock," Spitfire replied, smiling as she made her way behind the starting line. Bringing one hoof across her chest, the Pegasus proceeded to stretch her limb. "Arrogant meatheads tend to rub me the wrong way."

Spider-Mane promptly took his respective place behind the line and balanced himself onto his two front hooves, leaning vertically upright. Performing push-ups from his position, the stallion let out a small chuckle. "Trust me, I'm quite the opposite of a jock. You can kind of say I'm a nerd, but that'd be the understatement of the century." Spider-Mane leaped back to a normal stance. "Anyway, I have a question for you."

"What is it?" Her wings stretched to the furthest of their ability before snapping back into her side.

"Why did you want to challenge me to a race? I mean, I'm honored you chose me, big time, but..." Spider-Mane paused for several seconds, finally pointing at the sky blue Pegasus in his section, who had her rose irises fixed on Pinkie's cheering momentarily, "Rainbow Dash deserves this way more than I do. I'm as fast as a sloth compared to her."

With a frown on her face and brow raised high, Spitfire gave the masked pony a look of suspicion, but both quickly diminished, forming a closed-eyed smile afterward. "That's pretty cool of you, dude, but I already know Rainbow Dash is a speed demon. I learned that when she saved my life." She brought her hoof over her mouth. "Between you and me, she's faster than both of us, but I want her to mature a bit more before I send an invitation. Don't want her head to swell."

Spider-Mane continued to stare at the Wonderbolt, pointing his hoof at himself. "Okay, I get that, but why challenge a unicorn like me and not any other Pegasi?"

"Racers, take your positions and allow the official to explain the rules of today's event."

Grumbling, the stallion turned, prepared to follow his given instructions, but a whistle from behind caused him to spin his head back to meet Spitfire. Her posture remained firm and the smile on her face remained, though for reasons unexplained, the Pegasus suddenly used her hoof to pull her goggles from over her face. Her orange irises revealed to the world, Spitfire made certain her sight was specifically centered on Spider-Mane, who only stammered as he tilted his head to the side.

"You want to know why I challenged you? It's because I think you have something that they don't." As Spider-Mane raised his hoof, perhaps to ask a second question, Spitfire slid her eyewear back into place and turned sharply on her hooves, not before giving the hero a serious smirk. "Now show me what you're made of, Spider!"

'Everyone really wants me to go through with this, huh? Guess I don't have a choice then.'Shrugging his shoulders halfheartedly, Spider-Mane let out a defeated sigh before leaping over to his assigned spot behind the starting line. "All right. You asked for it!"

"Mares and stallions, welcome to today's event. This race will consist of three phases: the obstacle course, the Empire State Ascension, and the final obstacle course. First, both participants must adhere to their respective rules. Once airborne, Spitfire is prohibited from coming into contact with the ground or buildings more than three times. Should she fail to do so, Spitfire will automatically be disqualified."

"Spider-Mane is allowed to use the buildings for various purposes such as galloping, web-swinging, and prevention from falling as long as he remains on course, but he is not allowed to fall onto street level more than three times or use any form of magic. Should he happen to land on street level, Spider-Mane will be given fifteen seconds to get back in bounds. Failure to answer the count of fifteen will result in a disqualification."

"Once the participants clear the obstacle course, they will immediately begin their ascension of the Empire State Building. The moment they reach the flag at the highest point, they must descend as quickly as possible and begin the final obstacle course. Whoever can reach the goal first without having been disqualified, will be dubbed 'Manehattan's Greatest Acrobat'. Take it away, mister official."

A white Pegasus approached the starting line, shifting his blue irises between the racers. "All right, you two. Let's have a good clean race. No foul play. I will disqualify you the moment I see anything dirty. Is that clear?" Both ponies nodded. "All right, racers. Take your mark!"

The entire city grew silent in the span of a few seconds as both racers planted their hooves, taking what seemed to be a pony's version of a three-point stance. Spider-Mane felt his heart racing, its thumping breaking the silence in his ears. Many emotions coursed through his being, but none compared to the sense of anticipation and fear that threatened to overwhelm the young man-turned-stallion. Considering the dangerous life he led, Peter felt rather silly for getting worked up over a race.

"Set!"

Spitfire's wings rose at their highest peak, maintaining that form until the official would give the final signal. Spider-Mane slid one of his hind hooves back, putting as much weight into it as he physically could. Though his gaze was aimed for the course ahead, Peter managed to steal one final glance at the mares in his entourage section, particularly the lavender unicorn. Then, the lingering sense of trepidation returned, slowing the outside world down with the exception of Peter.

It was not the crowd nor the odds that disturbed him, but the fear of disappointing Twilight that almost engulfed the stallion in a wave of doubt. The official's hoof lowered, bringing the world back into its normal speed. Spider-Mane smirked inwardly. He'd try his absolute best for Twilight's sake.

"Go!"

Lunging forward, both ponies galloped out of the starting line and into the street. The crowd came to life, their cheers intensifying by the second. Spitfire's wings continued to flap as her hooves picked up speed, but her orange irises widened once she saw how much acceleration her opponent had already gathered despite not having left the ground yet either. Spider-Mane continued to pull away in his full-throttle gallop, wanting to use as much of the fifteen-seconds limit as possible. Finally, with a leap, Spitfire managed to take flight, quickly dashing past her opponent.

Using all of his strength along with his gained momentum, Spider-Mane jumped to the highest/furthest of his ability, almost managing to reach Spitfire, but she moved to the side, forcing the stallion to fire a strand of webbing and pursue in a swing. He threw himself from his webbing, landing on the side of a building before jumping into a new swing. Spitfire continued to maintain the lead, but a trio of blimps suddenly rose, blocking her path and threatening to swat the Pegasus out of midair.

However, throwing her weight back, Spitfire flipped out of harm's way. Before she could attempt to go through the obstacle, Spider-Mane dove over the mare, clearing the first blimp in the process. Falling into a dive, he positioned his body directly underneath the second blimp before firing a strand of webbing to the underbelly of the obstacle. Spider-Mane held onto his gossamer despite rapidly falling, but once the webbing stretched to its limit, it retracted and slingshot the stallion across the course.

Despite the wide-eyed shocked expression on the mare's face, a confident smile remained in place.'He's pretty good.'Flying over the first blimp, the Wonderbolt zipped underneath the second before jetting over the third.'Guess I'll have to take him seriously.'

---

Princess Luna furrowed her brow, unaware a look of awe filled her features, and turned to Celestia by her side. "That was quite impressive. For a babbling buffoon, he's quite skilled. Do you honestly believe he can keep up this pace, Sister?"

The Sun Goddess nodded. "It's too soon to tell. Spider-Mane has the advantage throughout the obstacle course." Her younger sister raised her brow, prompting Celestia to follow with an explanation. "He is gifted with a sixth sense for danger. A 'Spider Sense' as he likes to call it. Whenever danger, whether mild or serious, is within his vicinity, he can sense it."

Turning back to the race, Luna's expression stiffened. "So throughout the obstacle course, he doesn't need to worry about approaching with caution, whereas Spitfire must tread lightly." A faint smile formed on the alicorn's face, but it dissipated back into its trademark frown. "I understand now. With his extraordinary reflexes, Spider-Mane indeed has the edge over young Spitfire in the obstacle course."

"Yes," Celestia replied, hesitantly diverting her attention to the tower both racers approached, "but Spitfirewillregain the advantage through the ascension. I only hope our friend can weather that storm."

"I believe he will." Luna's tone fell low, but a strong sense of confidence could be felt within.

Celestia smiled, admiring the faith her sister had in her newfound friend.

---

Spitfire steadily closed the gap, catching up to the web-swinging stallion. However, before she could hope to pass him, a small object emerged between the pair. Spider-Mane was able to react, contorting his body perfectly to dodge the projectile as well as maintain his speed.

Unfortunately, Spitfire was not so fortunate. The object exploded, unleashing a bright, flash of light. The Pegasus yelped in surprise as her senses grew disoriented. Shaking her head, she struggled to gather her bearings, but the moment Spitfire managed to stop her plummet, a series of pyrotechnics erupted around her body, sending the Wonderbolt into a downward spiral to the ground.

"And down goes Spitfire! Looks like she's in for a nasty fall!"

Spitfire's eyes shot open once her wherewithal regulated. Flipping in midair, she managed to flap her wings and stop herself from crashing into the ground. Spider-Mane dodged the last of the fireworks, landing near the base of the Empire State Building. Scowling, the Pegasus sped back to her previous spot, this time managing to dodge the first array of light explosions. A second wave appeared, seemingly prepared to swarm the mare a second time, but Spitfire changed her angle, flying between a duo of light spheres, and spun, knocking the third away with a kick before it could ignite.

Spider-Mane continued to scale the colossal building in a full-speed sprint, using webbing from his front two hooves to pull himself every few meters and maintain his pace. After clearing the last of the obstacle course, Spitfire approached the Empire building full speed, leaving behind an orange/blue streak, but before she could collide head-on with the structure, the Wonderbolt used every ounce of strength in her body to shift vertically skyward instantaneously.

"Both racers have entered the second phase of the race. Spider-Mane has reached the halfway point, but it seems Spitfire is already catching up to him!"

---

Trixie watched with a concern gaze, biting feverishly at her hoof.'Come on. You can still win this.'

Sweat poured from Pinkie Pie's forehead, the excitement building within her chest combined with the heat of the sun were responsible for the development. Yet, her enthusiasm had not faltered in the slightest, but it could not hide the small tears forming in the corner of her eyes. She shook her pom poms desperately, progressively with more force as Spitfire closed in on Spider-Mane. Suddenly, Trixie took her pom poms back into her hooves and retook her place beside Pinkie, this time shaking her cheering instruments with keen interest.

"Don't you slow down now, you idiot! Go!" the unicorn yelled, earning a wider smile from the pink mare.

---

The top of the building was nearly within reach, a few hundred meters to be exact. Spider-Mane proceeded his climb in leaps and bounds, tempting to give his burning muscles a momentary reprieve, but before such a thought could enter his mind, a streak blew by, whipping the stallion's mane over his face. Spitfire reached the highest point of the building in what seemed to be a flash. The flag that served as the checkpoint flapped at the wind's mercy, and touching the tip with her hoof, Spitfire's wings retracted into her side and allowed the Wonderbolt to descend into a free fall.

Exchanging glances, Spitfire passed her opponent, but Spider-Mane would only nod, firing a strand of webbing just underneath the flag's position. He pulled himself onto the pole with a single jerk but remained perched on its side with his gaze centered on the descending Pegasus. With her gained distance and building speed, there would be no way to catch up by merely falling after her. Planting his hind hooves further against the flag pole, Spider-Mane extended his two upper limbs and fired webbing from both onto the edge of the building.

Not wanting to relinquish either strand, the stallion climbed the pole reversibly until he reached the top. With a brief intake of breath, Spider-Mane leaped to the highest of his ability, ascending until his stretched webbing reached its limit and slingshot the stallion downward with the velocity of a bullet. As Spider-Mane neared Spitfire, he watched her wings extend, allowing the mare to further amplify her speed and keep her distance.

She pulled up, narrowly avoiding the concrete that awaited below, and Spider-Mane fired two strands of webbing and mirrored her actions, barely averting a plummet that would have otherwise turned disastrous. Flying at her top speed while he swung at his, the crowd roared with excitement as the competitors entered the final phase of the race only a few feet apart, with Spitfire in the lead.

---

Derpy hopped onto her section's rail, bringing her hooves over her mouth. "Come on, Spider-Mane! Woo-hoo!" Unfortunately, she lost her balance, slipping back into the unwaiting hooves of fellow spectators. They gave the blonde Pegasus a set of glares, and Derpy could only respond with an apologetic yet sheepish smile. "Sorry."

Rarity's eyes practically beamed as she paced in place. "My word! It's so close. I can hardly stand it!"

"Come on, Spider-Mane!" Rainbow Dash jumped, holding her place in mid air. "Bring it on home!"

"Woo! He can do it!He can do it!" Fluttershy shrieked, bringing everypony's gaze in her direction. She hopped in place, blissfully unaware how high her voice grew.

"Yes, he can!" Twilight said, smiling widely. Joining Fluttershy in her jumping frenzy, Twilight used her hooves to clap. "I believe in you, Spider-Mane!"

---

An array of pyrotechnics swarmed the course, profoundly surrounding the racers. Spitfire stopped in her tracks and flipped to the side, dodging the first wave, and Spider-Mane spun into a dive, threading the needle between a pair of fireworks before resuming his web-swinging. However, the crowd exclaimed at an unexpected development.

Spitfire shifted her head, finding the explosive orbs' flight path had abandoned their original skyward flight path and became heat-seeking missiles, following the streak the mare exuded. Peter felt an alarm go off in his cranium. The pair of orbs he dodged returned from behind, forcing the stallion to sway his body to the side in order to dodge the first. Just as the second prepared to find its mark, Spider-Mane spun around, swatting the ball of light with his tail.

The Wonderbolt performed a series of somersaults, but the pyrotechnics remained steadfast in their pursuit, zeroing in on what was soon to be a direct hit. Suddenly, Spitfire approached the side of a building, and once the orbs were only a few feet away, she flapped her wings with all of her might, pushing her body away as the explosives detonated on the structure instead. The shockwave knocked the mare off balance, but she recollected her senses, finding her opponent landing on top of the first blimp.

Instead of traveling underneath like he had the first time, Peter figured it would have been safer to travel overhead. He proceeded to jump across the blimps like a series of trampolines, but once Spider-Mane landed on the third and final obstacle, Spitfire flipped over his head, dropping on the nose of their current obstacle. The finish line was just a few hundred meters ahead, and here they were, only a few feet apart.

Both ponies prepared to finish what they started, but one final pyrotechnic shot into the sky, its high-pitched scream serving as a battle cry. However, this ball of light was larger than the previous shots, meaning the force within was to be taken far more seriously, but something was wrong, evident by its erratic trajectory. It seemed to have finally settled on course, aimed for the front of the nose.

It was not to be. The ball lowered at the last moment, piercing the underbelly and burning through the top of the blimp. Spider-Mane staggered about, struggling to maintain his balance on the rapidly descending blimp. Spitfire hovered from her position, giving the stallion a concerned expression. She offered her hoof out, prompting the hero to reach out and accept the gesture.

"There seems to be a malfunction. Everypony in the immediate area evacuate!"

"There's no way everyone's going to get to safety on time," Spider-Mane murmured, pulling his hoof away from the Wonderbolt. He peeked over the side, finding dozens of ponies scurrying from the area, but most were colliding with each other, confirming Peter's fears. Shaking his head, he stole a glance at his friends before turning his attention back to the immediate danger those underneath him were in. "Sorry, girls. Duty calls!"

"Whoa! Wait! What are you doing?!" Spitfire yelled as the blimp crashed into various parts of surrounding buildings, shattering glass and destroying steel beams. "It's dangerous! Let me get you to safety!"

"Don't worry about me! I'll stop this! Just get back!" Spider-Mane retorted, galloping across the blimp before the Pegasus could hope to argue. More glass fell in around her, forcing Spitfire to heed the stallion's advice and retreat into the air. Spider-Mane neared the edge, his gaze centered on his two hooves. "I just hope I have enough webbing left to do this."

Spider-Mane dove into a free fall, using a strand of webbing to pull himself to the underbelly of the blimp. With his back against the zeppelin, he shifted his gaze from the approaching ground to the surrounding buildings. Stretching his hooves so that they faced the opposite direction of each other, Spider-Mane launched two strands of webbing, both latching to different buildings. Straining, he pulled the strand together and formed a cohesive thread. The weight of the blimp was already wearing on the gossamer, stretching until it readied to snap.

However, Spider-Mane repeated his action several times at lightning speed, forming eight strands to create four threads, then thirty-two to sixteen. Only a few seconds remained until collision. Deliberately losing his footing, the stallion fell with his back facing the ground and gaze focused on the blimp's underbelly, particularly the center of the web withheld the threads in place. With his hooves extended, Spider-Mane unleashed an array of webbing, covering a majority of the bottom side, but it served its purpose as extra padding, strengthening the bond of the many strands.

The blimp's descent slowed to a steady halt, thanks to the makeshift 'web' net it rested in. Once certain danger had been averted, the stallion spun around and extended his hoof, but nothing happened as his plummet grew faster by the second. Spider-Mane shook his hooves frantically to no avail. His cartridges were depleted, leaving him with no way to break his fall. By the time anypony realized the predicament the hero was in, it was far too late.

"No!" Twilight cried out as Spider-Mane crashed through the roof of a stand, the structure exploding from the impact.

Peter opened his eyes slowly, instinctively running his hoof across his face, and a groggy yet relieved sigh escaped from the stallion upon realizing his mask was still intact. A stinging sensation coursed through his head, prompting Spider-Mane to force himself back into a standing position, but a weight of sorts ceased his progress before he could hope to begin. Upon further inspection, Peter learned that a majority of his body was pinned under what appeared to be the remains of the stand he crashed through.

Yet, he managed a chuckle despite his compromising position. This situation, while troublesome, paled in comparison to the time he was forced to hold an entire building on his shoulders, and if anything could be judged on Spider-Mane's strength alone, a few slabs of stone were an inconvenience at best. Sliding his hoof underneath the large piece of masonry, Peter strained to lift the material, failing on his first attempt. Exhaling, he pushed with all of his might, but it proved futile, every ounce of his super strength having abandoned him suddenly.

"No. Not now," he begged, groaning under his breath.

In typical Parker luck fashion, his powers would deplete at such a horrendous time, but if past experiences taught Peter anything, it was that the effects of disablement would last for only minutes at a time. Granted, he had not been at full strength since his arrival in Equestria. However, the situation quickly developed for the worse. With each blink he took, Peter's vision grew increasingly blurry. Slamming his eyes shut, he waited several moments before reopening his hazel irises, but much to Peter's dismay, everything within his line of sight remained one unclear image.

The horror of reality steadily began to sink in, matched by the weight of the wreckage that progressively made its presence felt on Peter's weakening body. It was exactly as Princess Celestia forewarned several weeks ago. Nopony knew exactly when it would occur, but eventually Spider-Mane's gifts would completely diminish. Now was that very time. Shaking his head profusely, Peter pleaded for more time, not for his sake but those around him.

After the incident with the blimp, which seemed odd enough on its own, Spider-Mane wanted to ensure everypony was safe, and he wouldn't be of much use without his powers.

'I can't really help anyone if I can't helpmyselffirst,'Peter thought, rasping as the weight on his body began to compromise his air intake. Before he could attempt to free himself once more, a splitting pain ignited from his buried hoof. Peter reached out, cringing, but a cry of anguish escaped from the stallion after a trio of snaps viciously echoed throughout his dormant vicinity. "Ah-! God!"

Peter bit his lip and slammed his head against the ground, a desperate act to ignore what was clearly a broken leg. Even his vast durability and exceptional healing factor were gone, leaving the usually sturdy Spider-Mane broken like shattered glass. That fact became obvious once the firm grasp of subconsciousness threatened to engulf Peter, his eyes sliding into the back of his head. The impact of the fall was finally having the correct effect, not on Spider-Mane but Peter Pony Parker.

Before long, everything went black, and Peter found himself lost in an involuntary slumber.

---

"So..."a deep, frightening voice echoed throughout the abyss,"this is where you've been hiding."

'That voice. Is that...?'Peter tried to open his eyes, but a strong force kept him from doing so. Nothing physical restrained him. The muscles in his body felt heavy, unable to respond to any command, yet Peter felt light, like a wandering cloud lost in an endless drift.'What's going on? Why can't I move? Am I dreaming?'

"Such a shame. It would be so easy to finish you right now,"the voice added. Its volume grew and caused Peter's blood to grow as cold as the winter wind."After everything we've been through, I owe you so much."

'My god... Is that Osborn? I must be dreaming. Why would I-?'

"Time is short, but don't worry. We'll see each other again real soon, Spider-Man,"he said before breaking down into a wicked cackle,"or should I say, Peter Parker?"

That same second, Peter begged to retort, but all train of thought diminished, falling with him as his descent into darkness deepened. The differences between dream and reality were null and void as long things remained as they were. Yet, those ominous words from Osborn played throughout his mind relentlessly, finding a way to echo across the airwaves into his ears. It was impossible to ignore, but for the sake of his feigning sanity, Peter begged the voices to stop.

The illusions of a dream should not have mattered so much, but the bottom of Peter's stomach trembled, dismissing any notion to pass the moment as fantasy. It just felt too real to be a dream.

"Spider-Man!"a second voice called out, this time from a woman. Like the first, it was familiar, but this was not an enemy. It was aged, full of wisdom gained from years of experience, yet there was a mysterious air about this woman, giving off an enigmatic aura. How could Peternotrecognize Madame Web's voice?"It is nearly time for you to achieve your destiny."

'Madame Web? My destiny? What are you talking about?'Peter's mind screamed, demanding for any form of explanation. However, his body began to drift, fleeting as the darkness lifted with light filling its place. Aggravated, Peter lashed out, swatting at the force that pulled him away, but it was for naught, clear by his drastically, increasing traveling speed.'Answer me!'

"Spider-Man, you must accept who you are in order to regain what you have lost. If you do not, all will be lost for the world."The light swallowed his entire essence, but the voice´s presence could still be felt, as if the source was only a few feet away."You must... for her sake as well."

'Her? What are you-?'

"Peter..."Suddenly, a great sense of warmth filled his body. A third voice now reached out to him, belonging to that of a young woman."Please... wake up."

'Twilight?'

---

Peter's eyes opened but slammed shut due to the bright greeting of the sun's light. Using his hoof as a shield, the stallion reopened his eyes, groaning upon realizing his superpowers were still gone, evident by his poor vision. As Peter shifted his weight, preparing to stand, he quickly found his body restrained, not by chain or steel bonds but medical bandages and a blanket. Particularly, one of his legs was wrapped within a cast and placed carefully on a pillow, remaining elevated so that recovery would be swift. He attempted to move his limb, but a bolt of pain struck, ceasing any progress before it could begin.

"Please, do not force yourself." Suddenly, a hoof fell over his shoulder, bringing Peter's gaze to find a pink, unicorn standing over him. Her violet mane fell over her grayish purple irises, and the gold and pink streaks rested behind her ears. Her smile grew. "You're in Canterlot. You've been asleep for nearly a week."

His brow furrowed. "Who are you?"

"Oh! I'm sorry! I imagine it's strange waking up and finding a complete stranger watching over you," she removed her hoof and giggled innocently. "I'm Twilight's sister-in-law, Cadence. It's nice to finally see you."

Comments

[Alchemystudent]

Oh and now the powers conk out! I am sorry, but this felt like a really long time and realyl inconveient to the plot.

[Mondoblasto]

"Go!"

[Progamer]

good chapter