Spiders and Magic: Rise of Spider-Mane

by Maximus_Reborn

Eyes in the Back of His Head, Part I

Chapter Thirty-Six "Eyes in the Back of His Head, Part I"

Eighteen Days Remain

Trixie's eyes widened at the image within the crystal ball. Standing upright on his two rear legs, the furless creature screamed in pain as a spider bit into his hand with enough force to draw blood. He recoiled, swatting the arachnid to the ground in the process, and before the spider could recover, one of the other furless beings rushed in and stomped on it, killing it. The crystal ball zoomed in on the bitten individual. His brow furrowed over his hazel eyes, his gaze centered on his wounded hand. Despite not having fur and being part of a different species, Trixie saw an odd resemblance between the individual in the crystal ball and the pony that had grown to become her closest friend.

Using his free hand to adjust the glasses over his eyes, the (presumably) young male groaned. "Oh, that spider's got a mean bite."

Trixie's ears perked. "That voice! He sounds just like-!"

Twilight nodded. "Yes. That's Peter before he transformed into a pony." She sighed. "I brought him here with a summoning spell when Discord's dragon attacked Ponyville a few months ago."

"Transformed? Summoning spell?" Trixie blurted, shifting her gaze between the crystal ball and Twilight.

The images continued to play out, following Peter as he struggled to make it home and not pass out from whatever the bite was doing to him. Trixie's mind struggled to register what it was seeing: he lived within what appeared to be a verylargecity with skyscrapers and countless of the same mostly-hairless bipeds. It took a couple of minutes before she could accept that the place in which Peter traveled was indeed someplace other than Equestria. The silver-and-blue maned unicorn rested her forehead in her hooves, suddenly dizzy, and the urge to faint was proving rather difficult to resist.

Fortunately, she fought it down and even managed to snort a laugh under her breath, avoiding a commotion in front of everypony. "I don't believe it. My best friend is an alien." That was just...surreal. The first pony to see her for who she really was turned out to not be a pony at all. "So what does that say about me?"

Twilight reached over and placed her hoof over the former stage magician's shoulder. "Are you okay, Trixie?"

Much to Twilight's surprise, Trixie bore an honest smile, something she chose to reserve for a select few. "Yes, Twilight. I'm perfectly fine." She gathered her posture and sat properly at the table. "Trixie alwaysdidsay Parker was the oddest pony she'd ever met." The projection dissipated, allowing another image to form in its place. Trixie bit her lip and centered her focus on the crystal ball once more. "Now it makes sense."

The image faded in. Peter stood before his bedroom mirror, staring at himself.

The figure in the mirror remained slack-jawed, but they could still hear his voice rather clearly, though it sounded oddly wavery, as though it wasn't a voice at all.'What the heck is going on? My body's…ripped. Did I sleepwalk my way to the gym last night or what?! Wait a minute. I'm not even wearing my glasses, and I can see perfectly! How…did this happen?'

Rainbow Dash grinned, unaware that with her mouth open, it appeared as if she was staring. "Whoa. So that's how he got that amazing body." Pinkie Pie tilted her head to the side, a knowing look pasted on her features. Dash noticed, and the pegasus held up her hooves defensively and stammered,"W-What?!"

Over the next few scenes, the ponies managed to discern that the spider that bit him was genetically altered and enhanced from scientific experiments. With its bite, Peter had become a superbeing - according to Twilight, superhuman- gifted with the proportionate strength of a spider, a sixth sense for danger, lightning-fast reflexes, unmatched agility, superior flexibility, and the ability to cling to almost any surface.

Currently, Peter furrowed his brow as he shook his hand, trying to free the paper that stuck to the palm of his hand. "This might be kinda tricky."

Twilight tilted her head to the side and held her hoof a few inches from her face. "That is odd. We hold hooves quite often, and I never got stuck to him. How did he ever learn to control that?"

He walked across the street, the expression on his face and the fuzzy nature of the image likely indicating he was daydreaming, when the image flared a surreal red monochrome, and the young man stumbled, disoriented, clutching his hand over the side of his head.'What the heck is that?!'Peter turned around, his eyes widening at a large, ponyless vehicle that sped in his direction. He tried to leap out of the way, but Peter looked surprised at having landed on the side of a building on the other side of the street. Panting, he stared at his surroundings, slack-jawed.'Whoa. Kinda freaky. If I can do this...'A wide smile formed on his face.'I'm going to have some fun figuring this out! Scientific method, here I come!'

Shining Armor huffed. "Boy, doesthatsound like somepony I know."

Applejack grinned as she glanced slyly at her purple alicorn friend. "Looks like we got more than one 'egghead' on our hooves these days." Rainbow Dash snickered, while Twilight tried and failed to look affronted.

The ponies watched as Peter saw his a chance to make a profit. An ad in the newspaper pointed the young man in the direction of show business. After inventing his web-shooters to go along with his own self-designed costume, Peter became an underground sensation known as the Amazing Spider-Man.

Rarity tittered as she watched him sew his eponymous red and blue spider-outfit together. "I was correct. Peter has the credentials to be a designer," she said, before grimacing at the details the young man chose. She sighed. "If a poor one. I suppose I can't fault him for the tacky colors. He was basically just a child when he designed the costume."

"I'm more interested in the web-shooters he invented," Twilight interjected, gawking at the intricate and sensitive mechanism her (eventual) coltfriend created. "It's hard to believe he made those on such short notice. I know Peter's a chemist, but that is pure genius! Imagine what he could do to help us further our technology! He could help us expand our knowledge base so much!"

Rainbow Dash groaned, rolling her eyes. "Boring!Come on! I want to know what happens next!"

Time raced forward within the crystal ball, showing a small household. Tossing his backpack over his shoulders, Peter scurried out of the front door. "Okay. I'm going to the library! I'll see you two later!"

An older female peeked her head from around the corner. "Could you please remember to bring me a dozen eggs this time, Peter?"

He waved his hand dismissively. "Yeah, sure, Aunt May." His delivery was nonchalant, as if the request didn't matter. Celestia and Luna watched the scene quietly, but both raised a surprised eyebrow at Peter's indifference.

A mature male stepped around Peter's Aunt May until he was a couple of feet from the teenager and clapped a large hand on the boy's shoulder. "Hold on, Peter. I'll drive you to the library."

Peter groaned outwardly. He clearly didn't have a say in the matter.

"Thanks for dropping me off, Uncle Ben," Peter murmured, hurrying to make his way out of the car.

However, the door's bolt came down with a click, locking it soundly. The older man turned the key in the ignition, shutting off the car's motor. Ben turned to face the teenager with a stern frown in his blue eyes. "Not quite yet, Son. We need to talk."

"Can't this wait? I'm sorta in a hurry," Peter shot back, his irritation evident.

"No. You've been skipping out on your chores, ignoring your Aunt May, and from what I was told today, you wanted to start a fight with that Flash Thompson kid. If the teachers weren't there to stop you, there's no telling what would have happened."

Exasperated, Peter threw his hands up defensively. "Flash started it! Like he always does! He's been picking on me since I wasten! Maybe it was time I finally gave him a reality check!" Having realized he yelled, the young man inhaled deeply to calm himself before exhaling.

Ben watched Peter with a serene expression. "Then what? You beat Flash up. What then? All you'll do is stoop down to his level. You're better than that, Peter." He placed his hand over his nephew's shoulder, giving it a soft, reassuring squeeze, but Peter failed to meet his gaze. "Remember, with great power comes great responsibility." Clearing his throat, Ben placed his hands over his thighs. "I know I'm not your father, but-"

"Stop right there. Weknowyou're not my father. So do me a favor and stop pretending to be!"

Rarity placed a hoof over her mouth, suppressing a gasp. "My word. Peter was quite...brash at the time." The pony she'd grown so attached to was quite different from the young male in the orb. Peter was very considerate of others - to a fault, even - but it was clear at a younger age, he was rather selfish, immature, and arrogant. Though Rarity had been briefed before of Peter's past, the mare couldn't help but ponder her lingering thought out loud. "What could have brought about such an extreme change in our darling's persona?"

The crystal ball revealed a new image. It was nighttime - probably later that same day - when Peter stepped into the arena as Spider-Man, and he had a chance to walk away with "a cash prize of ten thousand dollars" if he could last three minutes against professional fighter Bonesaw.

Luna tilted her head to the side. "An underground coliseum? Is that like the gladiator arena in the old days of Canterlot?"

Rarity scrunched her eyes at Bonesaw's grotesque muscular structure. "Itmustbe. That brutish Bonesaw is much larger than a majority of the individuals there!"

Fluttershy furrowed her brow, her concern evident. "Oh, dear."

Rainbow Dash grinned. "Bonesaw, huh? That's a pretty cool name!" Her enthusiasm earned a disgusted snort from Trixie and a chuckle from Applejack.

Still frustrated from his argument with Uncle Ben, Peter used that as motivation and defeated his opponent in under a minute. With a clean win, the prize money was as good as his. Unfortunately, the fight promoter had other ideas.

Peter raised his brow at the money in his hand. "What's going on? This is only a hundred. The ad said the prize wasten thousanddollars."

Paying the teenager no mind, the man continued to count his own money. "Read the fine print, kid. You got the money if you last three minutes. You beat Bonesaw in one, and you're lucky you got what I just gave you."

Clenching his fist and crumpling the money in his grasp, Peter could barely contain the anger he felt. "What kind of crooked game are you running?! I need that money!"

"I forgot the part where that's my problem." The promoter pointed past Peter's direction to the exit door. "Now get out of here."

Applejack stomped a hoof on the table, and several ponies jumped from the sudden noise. "Why that low-down, good-for-nothin' so-and-so! That pon-Ah mean, thatpersonoughtta get a couple of rounds in the ring with that Bonesaw fella for that!" And despite themselves, the other ponies sitting at the table couldn't help but agree.

Peter glared at the man for a few seconds, before storming out of the room. After cleaning out his locker, Peter traveled down a long hallway in a huff. He eventually reached an oddly-shaped door at the end of the path. However, the moment he pressed the elevator button a commotion broke out at the opposite end of the hall.

A man holding a device Twilight called a "gun" raced toward Peter, followed some distance behind by a yelling guardsman (or possibly a police officer, nopony was sure) and the fight promoter. Peter allowed the man on the elevator rather emotionlessly, and the elevator doors closed before anyone else could stop him. The fight promoter slowed to a halt as he approached the teenager, holding his hand over a bleeding gash on his forehead. "What are you doing?You could have taken that guy apart!" He groaned, gritting his teeth in pain. "Now he's going to get away with my money."

Peter turned his back on the promoter and pressed the button for the elevator. Once it arrived, he glared at the older man, folded his arms and shook his head before the door closed. "I forgot the part where that's my problem."

Shining Armor raised a brow and shook his head. "That was rather… arrogant."

"Why didn't he stop him?! He could have flattened that guy!" Rainbow spat, the surreality of her friend's behavior being difficult to digest. "I mean, I don't blame him. The guy deserved to get robbed for cheating Peter in the first place, but…" The pegasus growled, scratching the back of her ear with a conflicted scowl. "Peter's letting him getting away with a crime, but…"

Luna closed her eyes. "Vengeance plagues the mind, I'm afraid. While I do not condone this choice, I do understand. We can not undo our mistakes. We are driven by emotion as living beings. It is a flaw in all of us, but it is what makes us…who we are." Her voice was surprisingly fragile-sounding in the quiet air, sympathy filling her words. "What's done is done. Let us hope Peter learned from it."

A new image formed as the old one faded from sight. Peter walked from the business, but he stumbled upon a large crowd of people soon after. Curious, Peter forced his way through the crowd, and what he saw there pulled gasps from everypony. Uncle Ben's blue eyes were glazed over, threatening to roll into the back of his head while his life slowly slipped away. Blood poured from the hole in his chest. Everypony in the room watched the image in horror while he reached down and took the older man's hand in his own. Though Peter had told some of them this tale, the revelation was still difficult to accept.

Peter's uncle had been gunned down. Most managed to keep their emotions in check, but the moment Ben died in his nephew's arms, most of them burst into tears. Cadance hugged Fluttershy in the hopes of soothing the mare's grief. Trixie tried to follow Shining Armor's example, remaining silent and unmoved, but she could not maintain her facade, succumbing to heartfelt sobs.

"By the stars…" Celestia gasped, her violet eyes widening. Despite her immortality, the alicorn was not one to take death lightly, especially one so brutally violent. An innocent life was stolen. Her gaze fell to the side, away from the crystal ball. "I'm so sorry, Peter. One so young should never see such a thing."

Applejack stumbled back and stared at the crystal ball for several moments, her throat seized up in shock and tears rolling down her face.

Rarity stepped up to the farmpony to offer comfort, tears spilling from her eyes, as well. Taken aback, Applejack swatted her away and wiped her face with her hoof. The unicorn whispered to her, her voice filled with concern. "Applejack, are you alright?"

Applejack shook her head, but she said nothing and refused to return the unicorn's gaze. The farmer's eyes burned, her own memories having been stirred too much for her liking. It was like that night a few years before, when her mother and father were…

Applejack shook her head, trying to dislodge the memories. She did not want to think about that, but her mind refused to leave the subject alone. The ache in her heart remained as well. Applejack bit down on her quivering lip, tuning out her thoughts and focusing on the crystal ball.'Pete... You and me... We...'

The projection faded into a yet another memory. Peter had heard the murderer's position from the police. He was in Ben's car, not far from Peter's position. Throwing his costume on in an alley, Parker raced across the rooftops until he spotted his uncle's car. Having lost the police in a traffic jam, the perp hid away in an abandoned warehouse, but he was unaware Spider-Man had followed him. Small rays of light, made bright by the relative darkness bored into the warehouse, but they only accentuated the darkness there. Rage clear in his movements, Peter pounced from the shadows and attacked the criminal without mercy.

Spider-Man drove his fist into the man's stomach, following up with a backhand that knocked him into a wooden beam and to the ground. Reaching into his pocket, the man turned with his gun raised, but Peter kicked it away, knocking it through the nearest glass window. The murderer tried to crawl away from his attacker, desperate to get away, but Spider-Man flipped him over and gripped his throat, lifting his body from the ground. As he pinned him against the wall, and Peter brought his fist back, ready to strike the man down, the criminal cried out through winded breaths.

"Wait! You don't have to do this! Just give me a chance!"

Spider-Man tightened his grip. "What about the old man you shot? Did you givehima chance?!"

Cadance leaned forward, her intakes of breath growing sharper by the second. "Peter… Please don't do this."

Fluttershy placed her hooves over her cheeks as she rocked back and forth in her seat. "He can't… Hewon't."

Peter snarled, his fist quaking with anger. "It would besoeasy to end your miserable life right now, but…" He shoved the man's head through the dirty glass, rendering the criminal unconscious. "My uncle taught me better than that."

Cadance and Fluttershy shared an exhale, placing their hooves over their respective chests. "Thank goodness."

The hole he created brought in extra light, revealing the man's face. Peter recoiled. He dropped the man as the image blurred - Peter's tears under his mask. The projected image raced with flashes of the events the ponies had already seen as Peter's mind raced.'It's all my fault!'The man that killed his uncle was the criminal he'd purposefully let escape. The police surrounded the warehouse, but Peter had already fled, leaving the killer to his fate. However, a constant stream of self-recriminations flowed from Peter's thoughts; he obviously blamed himself for his uncle's death, and he'd lived every day since with that gnawing guilt.

As the image within the crystal ball faded, Ben's final words echoed through the throne room.'With great power comes great responsibility.'

Applejack lowered her hat over her face as a makeshift shield and fled from the room.

Rarity's eyes widened. "Applejack! Where are you going?"

The blonde pony stopped in her tracks, holding the door open. She refused to show her face to anypony, but those with a keen eye could clearly see tears pouring over her white freckles. "Ah just need some air," Applejack managed in a strained voice, before coughing violently. She managed a shuddering breath before slamming the door shut.

Luna looked stricken. "I...wanted Peter to learn a lesson, but...not like that. I would not wish that on...anypony..." Celestia placed her hoof over her sister's and nuzzled her comfortingly.

Cadance tilted her head to the side, the grief in her eyes more than obvious. "I've...never seen Applejack like that. Should somepony go after her?"

Rarity shook her head, wiping ineffectually at her own tears. "I would not recommend that. Applejack will return whenever she is ready." The unicorn shifted her deep-blue irises to the crystal ball to face whatever came next.

Twilight sat with her eyes closed tightly, too caught up in her own maelstrom of emotions to even notice the rest of the room. A large part of her heart wanted to cry, but she resisted the urge. She'd read about the incident with Peter's uncle through the book she summoned him with, and her stallion told her the same truth that night at Zecora's. She'd cried on both occasions. Unfortunately, actually watching the event unfold was infinitely more painful, especially since Twilight and Peter had grown closer together on a personal level. Her heart went out to him, wanting to share his pain, and like a crumbling bridge, the alicorn's resolve caved in.

Throwing her hoof over her damp eyes, Twilight sniffled as she wiped away at her tears. One unfortunate mistake was the focal point of her beloved's misery. His lack of confidence, sacrificing nature, and drive to do the right thing were borne from the aftermath of an argument and manifested from guilt. A large part of Twilight wanted to embrace her stallion and let him know everything was okay, but the mare knew she couldn't as long as Peter was magically bound to the crystal ball. Once everything was said and done, she promised herself that she would hold him close by the end of the night.

While some of the others watched the orb, waiting for the images to settle and clear, Pinkie Pie glanced away for a moment to the pegasus next to her. With her hooves folded over the table, Rainbow Dash sat with her head down. For a moment Pinkie thought the pegasus had fallen asleep, but her ears perked at the soft, stifled sounds from her friend. Rainbow's shoulders shivered involuntarily with each breath she took, and the table beneath her hooves was soaked. Rainbow Dash wasn't asleep. No. She was...crying.

Pinkie wrapped her foreleg around Rainbow's shoulders, giving her a hug despite their awkward position. "It's okay, Rainbow," she whispered.

"No, it's not..." Rainbow protested weakly, keeping her head in her hooves.

Rainbow Dash had been told by many ponies, her closest friends included, that she often acted overconfident and arrogant. From what Rainbow saw in the crystal ball, Peter used to be just like her, but that attitude ended up costing him dearly. There had been points where her attitude got her into trouble, but by the end of the day, everything usually fixed itself - with her friends always bailing her out of trouble at the last moment. Rainbow knew if her role had been reversed with Peter's, she would be going through the exact same thing, experiencing his pain, sorrow, and loss. She could only imagine what it felt like to harbor such guilt, and Rainbow felt her heart sink. Eventually, the mare forced herself back into a proper sitting position, taking a few moments to clean her damp face. She turned to Pinkie Pie, dreading the idea she and everypony saw how terrible she looked. She tried to smile but failed miserably. Even she sometimes knew when pretending was hopeless, so she gave it up as a bad job and sighed.

"Peter always wanted me to avoid being overconfident. I guess I finally see where he's coming from. He was just looking out for me..." Rainbow trailed off, inhaling sharply as the temperature in the room rose. It was a familiar yet alien sensation, something that only emerged whenever Peter filled her thoughts, and Rainbow didn't know what it meant, finding the topic irritating to think about. Groaning, the pegasus shook her head. Again, she let the idiot get under her fur. Her thoughts raced. How could she be thinking like this when Peter was taken already...with one of her best friends? Flustered, Rainbow Dash cleared her throat and waved her hoof dismissively. "This doesn't change anything though."

"Oh, good," Pinkie whispered, sniffling. She brought her hoof over her eyes. Despite holding a smile, the pink mare could not hold back her tears. "Is it okay if I cry now, too? I...didn't know Peter went through something like this." Pinkie closed her eyes and placed a hoof over her sore chest. "I think Peter needs a hug. I'm going to give him a super-big one when this is over."

Fluttershy nodded, her face stained with tears. "Me, too."

A series of images of Peter's life as Spider-Man flashed within the crystal ball. After his uncle's death, Peter apparently dedicated his life to using his powers for the greater good. With every opportunity that arose, Spider-Man would arrive and save the day. Out of all the scenes they viewed, he never stayed for an award or recognition. Peter just went out and helped everyone that he could. Fluttershy watched as Spider-Man faced armed robberies, cringing with every bullet he narrowly dodged and yelping with every punch he threw in return. Rainbow Dash whooped unconditionally, finding Peter's high-speed pursuits thrilling and awe-inspiring. She even made a mental note to practice a nearly impossible somersault Spider-Man performed over and under a pair of airborne vehicles. Rarity swallowed down lumps in her throat as she watched Peter dive into open fires, rescuing everyone that would have otherwise burned to death. It was a reminder of what her friend had done for her when they first met.

Unfortunately, Peter dedicated so much of his life to his heroics that he failed to properly maintain his personal life. His Aunt May dealt with depression and housing foreclosure notices. They watched memories of Peter working at the few side jobs he could hold for more than a week to help his aunt financially in whatever way he could. This made Peter's life far more difficult than it already was. He struggled through college, nearly failing due to attendance issues. Sadly, Peter didn't seem to have many friends, either. The few he had felt constantly let down, Peter having missed several engagements due to his heroic activities (and it didn't help that nobody knew of his second life as the hated hero of the city).

Peter practically lived in poverty, his apartment being a single room with little-to-no leg-room. After nearly succumbing to homelessness several times over the course of what looked to be at least a year, Peter managed to land a solid job at the Daily Bugle, the city's primary news publisher. Spider-Man was a hot topic, but due to his elusive nature, nobody could take a decent photograph of the vigilante. Peter took pictures of himself - not that he would tell anyone - and became a freelance photographer. He managed to avoid losing his apartment, but it came at a price. The Bugle led a smear campaign against Spider-Man, tarnishing his already sketchy reputation. In a sense, Peter was the source of his own misery, but the Bugle was his only source of income, making life significantly more bitter than sweet for the young man.

Cadance sighed, shaking her head. "Who could imagine things going so badly for him?"

Twilight rubbed her aching forehead with a hoof. "Peter graduated at the top of his class in high school. If he didn't become Spider-Man, he could have been an inventor and a scholar. A great one!" The alicorn felt something trickle down her hoof and looked down to find a tear had escaped from her eye. "We all know Peter's a genius. He could have been successful and not lower himself to such a degrading standard."

Luna nodded. "Guilt drives him. As long as Peter believes he is responsible for his uncle's death, he will tolerate the cruel hoof life has dealt to him."

Aghast, Twilight met her gaze. "It was a mistake! Peter didn't need to do this to himself!"

"I know, Twilight Sparkle," Luna whispered, her voice cracking under her breath. "It is something I wish we could have told our friend sooner."

Somehow, despite the countless heroics Spider-Man performed to his own ruin, the city was quick to believe Jameson's tripe, shunning the hero. The ponies watched as crowds of people threw food and trash as Peter swung by, gritting their teeth in anger at the very people Peter saved who hated him. Yet Peter stayed the course. He continued helping those around him.

Twilight watched the crystal ball with a venomous glare, scowling at Peter's former boss. His arrogance and spite were enough to light a fire underneath the mare, and the degrading articles aimed at her lover added to the flame. Images alternated between Jameson and Peter. The editor continued to sell newspapers at Spider-Man's expense, but the job barely paid enough for the photographer to live in squalor in a one-room apartment, its conditions poor at best. Peter carried a pessimistic attitude at times, and this certainly explained why, for he never received anything worthwhile for his good deeds, though some of the "victims" of his heroics did sometimes manage to thank him for saving them before he could swing off.

Her temper having reached its boiling point, Twilight tried to tune out Jameson's irritating voice, not wanting to see anymore of the current memory. Fortunately, Peter's memories did just as the mare wanted and phased into another series of images, this time of fights with all sorts of unusual villains. These beings were different, each with various - and often very odd - abilities. However, they all shared a certain malicious intent, all having come to blows with Spider-Man. It was a rogues gallery, and everypony watched as Peter fought each on different occasions.

Electro was a man whose body was seemingly made out of electricity. Shocker wore a vibrational suit which could shatter bones and deflect physical attacks. Rhino was a large beast with super strength to spare. Kraven was an exceptionally skilled hunter, using cunning and technology to take his trophies through lethal force. Mysterio was a master of illusion and trickery. Doctor Octopus was a demented genius with four deadly mechanical arms latched on his back. There were more, too many to count; as the scenes rolled past, certain individuals stood out in Peter's memories, and thus were brought to the forefront of everypony's attention.

First, there was the time when Peter fought for control of the Tablet of Order and Chaos. If the fragments fell into evil hands, all of time, space, and reality would be torn asunder. Peter had successfully retrieved two pieces and was on his way to the third, but it had been picked up by the Juggernaut, said to be one of the most powerful individuals on Earth (with at least ten times the strength of Spider-Man). The fight was fierce, having rampaged throughout the city, but Spider-Man managed to lure the Juggernaut to the top of an empty building that was still under construction. The ponies watched the scene; even Trixie couldn't help but admire the way Peter dodged the behemoth's clumsy blows, as well as how well he managed to protect innocent civilians from the mammoth metahuman's rage, even if the two left quite a bit of architectural destruction in their wakes.

"Goodness! Look at the size of that monster!" Rarity paused, her mouth agape.

Shining Armor chuckled nervously. The Juggernaut's fists were bigger than Spider-Man's head. "Well, he's certainly a big boy."

Celestia's voice remained even, but it carried an undercurrent of uncertainty. "Size doesnotequal strength. I believe Peter has proven that already. But this Juggernaut, his strength is not immeasurable. Let us see how Peter overcomes this obstacle."

Slamming his fist into his palm, Juggernaut stomped over to Spider-Man, stopping once they were only a few feet apart. Peter stood barely half the man's size, only reaching his midsection at full height. Peter was the underdog in more than half of his major battles, but he always found a way to win in true underdog fashion.

Juggernaut threw a wide punch which actually managed to connect, sending Spider-Man flying into the air, but before he could plummet from the building, he shot two strands of webbing onto his attacker and slingshot back to him. Landing and perching himself on Juggernaut's chest, Peter assaulted the large man's exposed jaw with a series of hooks, crosses, and uppercuts. The giant threw another wide punch to counter, but Spider-Man ducked underneath the blow, flipped overhead, and landed on his attacker's back. Swiftly, Peter slid his fingers underneath the man's helmet, tossed away his protective headgear, and followed with a roundhouse to the temple, knocking the behemoth to the ground.

The villain regrouped, forced himself back to his feet, and ran full speed after Spider-Man. Peter shot a strand of webbing to the side of a steel beam and pulled himself to the highest point, but Juggernaut followed with a leap, landing onto the column as well.

"This won't stop me! I'm the Juggernaut, remember?!" The self-styled Juggernaut climbed after the cornered hero, oblivious to the protesting creaks of the bending steel. "Once I start moving,nothingcan stop me!"

"That's what I'm counting on!" Spider-Man pointed at the man before the steel beam buckled, bending to the Juggernaut's weight. "So tell me. What happens when you start movingdown?!"

Juggernaut lost his grip and fell back-first. Spider-Man leaped over, planting himself on his chest as they neared the roof of the building. Peter gulped, immediately regretting this decision. "This is going to be a bumpy ride...!"

With Spider-Man riding his living battering ram, the two of them burst through the roof and every floor of the building. The force behind each collision shook the structure's very foundation, shattering the supports, the walls, and everything else. Eventually, the Juggernaut smashed into the concrete basement, the impact sending Spider-Man careening across the room. The entire building collapsed in on itself, and a large dust cloud rose from the tremors. As the dust settled, Spider-Man pulled himself from the rubble with the fragment he'd won in hand. He looked back, finding Juggernaut unconscious underneath piles of stones.

Twirling his finger, Spider-Man managed a weak and wavering victory cry before limping away from the scene. "Ta-dah..."

Jumping from her seat, Twilight threw her hooves over her head, pulling on her ears in worry and frustration. "That reckless idiot!" The alicorn glared at the crystal ball, before directing it to everypony in the room. "He could have gotten himself killed with that stunt!"

Rainbow Dash, unable to contain herself, pumped her hooves over her head and squealed, all while giggling uncontrollably. "Iknow! Wasn't it cool?!"

Twilight groaned, staring nonplussed at the pegasus. "Don't encourage it!" Twilight rubbed her throbbing temple with one hoof as she sat down with a huff. How was it that Peter could be that reckless? "I'm not sure I can take much more of this."

That same instant, another image formed within the crystal ball. A man clad in a green armored suit perched on the wall, swinging his metallic tail directly into Spider-Man's torso. Peter attempted to counter with a spin kick, but his enemy blocked the attack with one arm, using his free hand to punch Spider-Man in the forehead. Celestia winced at the loud cracking sound, and Luna shared her sister's reaction as Peter's body slammed into a steel beam. A gathering crowd applauded the act, and the armor-clad man jumped on the nearest wall, scaling it like Spider-Man did, albeit with less grace.

A second memory formed over the first, and like the last, it featured Spider-Man in a lopsided battle against the Scorpion. As it turned out, Mac Gargan had transformed into the Scorpion with the use of a mutagenic drug, giving him super strength and durability greater than Spider-Man's. This experiment was funded by Jameson to help give the city a true hero, not the wall-crawling menace that (according to Jameson) constantly ran amok and flouted the law. His first appearance, he said, was to make a statement and beat Spider-Man before a crowd. This was their second meeting, and Gargan was out to prove he was truly the vigilante's better. Spider-Man flipped over Scorpion, but Gargan's tail wrapped around his body and slammed him head-first into the ground. Twilight and Fluttershy yelped at the sight of Peter's body crumpling over in a boneless tangle of limbs. The memory abruptly ended, perhaps due to Peter's lost of consciousness at the time.

"Oh gosh oh gosh oh gosh…" Pinkie Pie fidgeted in her seat, rubbing her hooves together. "Ireallyhope Spider-Man survives!"

Trixie stared blankly at the pink mare. "Yes, I'm worried, too." She shifted her gaze to the stallion slumped over behind the crystal ball before rolling her eyes. "Oh, right. Trixie forgot. Parker's right there."

Her blue eyes widened, but after a moment of awkward silence, Pinkie giggled with an undignified snort. "Oh, yeah. I sorta forgot, too. Thanks, Trixie"

Rolling her eyes, the magician tapped her hoof on the table and shook her head, unable to believe the pink pony's special brand of insanity. "No problem, you little pink nuisance."

"That's two. Scorpion seems to have Peter's number," Shining muttered, furrowing his brow.

Cadance growled in irritation. "All of this just to upstage Peter? I just can't understand Jameson at all!"

Another scene, another run-in with the man in the green scorpion armor. "Jameson!" Scorpion roared, knocking over everything that crossed his path before kicking the door off the hinges to the room Jonah had locked himself in. "Do you realized what you've done to me?!" He stared at his own hands for a moment before clenching them into fists. "I can't take off the armored suit without it killing me! How do you plan to fix this?!"

Inches apart, Jameson could only shake his head. "I don't know, Gargan, but give me some time! I can figure something-!"

"No!" Scorpion's tail curled to strike, but as it darted forward a blue and red blur pulled the would-have-been corpse to safety before it could connect.

Spider-Man dropped the editor-in-chief of the paper roughly to the floor in a panicking heap. "Look, I'm not a fan of Jameson's by any means," he huffed, "but I'm not going to stand by and let you kill him." Jameson scurried out of the room, and Gargan tried to pursue, but Spider-Man shot several strands of webbing onto Scorpion's back, holding him in place long enough for Jameson to escape through the elevator. Straining, Spider-Man continued to pull his webbing, but Scorpion's tail swung around and smashed into his ribs, sending Peter flying across the room until he crashed into a wall. Rubbing the aches out of his head, Spider-Man peeked up at his much larger foe. "This…totally feels like a mistake."

Fortunately, nearly a dozen police officers filled the room before the situation could escalate, each with a firearm in hand. Gargan jumped out of the window and scaled the wall. Spider-Man slowly made his way back to his feet, but the officers pointed their guns in his direction, prompting Peter to raise his hands in a form of surrender.

"Hold it! I'm not the bad guy!" he pleaded, shaking his head.

Jameson huffed, emerging from the swarm of police officers. "Yes, you are, you webbed menace! You and Scorpion attacked me and destroyed my office!" Pointing at the vigilante, Jonah took a few steps back. "I told you Spider-Man is a criminal!"

Spider-Man shrugged his shoulders, and Twilight stood from her seat, slamming her hooves into the table. They both groaned simultaneously before the memory concluded, Peter in exasperation, and Twilight in frustration.

As the memory dissipated from the crystal ball, Twilight face-hoofed. "You havegotto be kidding me! Ireallydon't like that man." The mare's anger faded into sorrow, and she sighed. "I don't see how Peter could stomach that. You'd think he would have fought back or quit his job at some point…"

"I think Peter's Uncle Ben is the reason why," Pinkie Pie suggested without hesitation. Everypony shifted their gaze in the earth pony's direction, but in her oblivious nature, she paid them no mind. However, the Element of Laughter was not her lively self, appearing dismayed, saddened. "Remember when they were in the car talking? Peter got in trouble for defending himself. It's just…" Her voice wavered, losing its firmness. "I understood what Uncle Ben was trying to say. He didn't want Peter to fight back for the wrong reasons. He wanted him to stand up when the time was right, not because he was angry or wanted to get back at somepony." Pinkie paused, whimpering as her eyes filled with tears. "I think Peter took it the wrong way when his uncle died. Now everypony walks all over him, and he's sad because of it."

Pinkie's response garnered a collection of bewildered gazes from those around her. Trixie raised her brow and glanced to the others before directing it back to the pink mare. "Was it just Trixie...or did that actually make sense?"

Rarity frowned at the ground as she nodded in agreement. "No, it makes perfect sense. I've always noticed that when it comes to others, Peter won't hesitate to help, but as far as his own sake is concerned, he couldn't seem to care less. That is, unless he's in dire physical danger," Rarity added solemnly, using her handkerchief to clean her damp face. "He's morally sound and physically extraordinary, but the poor darling is emotionally fragile." The unicorn shifted her gaze between Pinkie Pie and Fluttershy, giving both mares an affirming smile. "I certainly agree with you two. Peter needs a hug in the worst way."

Rainbow folded her hooves across her chest as she shook her head defiantly. "I'm not as sappy as the rest of you..." Her posture deflated, and the pink flush in her cheeks betrayed her tough exterior. "...but I guess Pete needs to know we've got his back." Feeling how hot her face had grown, Rainbow tried to shake it off, desperate to rid herself of a lingering, giddy sensation. "First things first, though. We make that pony grow some backbone. He's nopony's doormat, and we're not going to let him think he is, either."

Twilight smiled, still melancholy, though her mood was much better than it had been. "In time, Rainbow Dash." She was thankful for her friends, and while Twilight loathed Jameson for the damage he'd inflicted on her lover's psyche, the alicorn felt consoled knowing there were ponies willing and able to help heal his scars. She felt her eyes stinging again, and she shook it off before she could work herself up again. Trixie placed her hoof over Twilight's shoulder and gave her a reassuring smile. Twilight felt her own smile grow. "Thank you, everypony. I'm sure Peter would appreciate all of this. I know I do."

Another scene came to life within the sphere, this time of an armed robbery, with Peter dodging bullets with impossible grace, subduing the thugs without hurting them. Another, where Peter swung above the city streets in high-speed pursuits, protecting bystanders and managing to outmaneuver motor vehicles. He dove into flaming buildings, took down muggers, rescued hostages, prevented mass poisonings, duked it out with mutated monsters, prevented train-wrecks, found lost children, disarmed bombs, saved construction crews from collapsing buildings, wrecked giant rampaging robots, deflected alien invasions, fought mad scientists, averted several missile incidents, saved an astronaut from a fiery death, spared his city's denizens from horrible mutations, prevented animal stampedes, thwarted shapeshifter conspiracies, fought an outbreak of scaly dragon-like beasts he calleddinosaurs, helped a woman deliver her baby, and in one notable occasion, gave a terminally-ill child her dying wish.

The recounting of Peter's memories continued, and as they went, they sped by faster and faster, to the point where they were just a series of blurs, the number of those rescued growing far too high to count. Twilight cast her Super Sense spell when it became too much to follow, speeding her perception of the images up enough to give her an idea of the events they encompassed, but it took less than a minute for the strain of pushing the spell to keep up to get the better of her. She cancelled the spell with a whimper of pain as she shut her eyes tightly to block out the projection, which by now was little more than flashing colors, even to her enhanced vision.

Cadance trotted over, placing her glowing horn over Twilight's. "Be careful. If you use that technique too much, you'll go blind." She stood back once Twilight could open her eyes completely. "What were you doing?"

Twilight squinted at the projection with a frown. "I was trying to get an idea of how many people Peter's saved exactly, but there's too many! I lost count at two thousand."

"Thatmany?!" Shining Armor stared at the crystal ball with his mouth agape. The images continued to run, one rescue after another, but the playback speed made it impossible to analyze. "Remarkable, and that'snotincluding the ones we can't count. If I had to guess, he's saved tens of thousands." He glanced from the memories to the other ponies around the table and back. "At least." He frowned for a moment before his eyes widened at a belated realization. "Wait. If Peter was fifteen when he first became Spider-Man, that means he's done all of this in less than four years!"

Before anypony could respond, the crystal darkened. Everypony stared at the orb questioningly, assuming for a moment that the memories had come to a halt, but the darkness lifted, revealing an image of Spider-Man prone on the ground. His mask was torn, showing over half of his face and unkempt brown hair. Peter shook his head, freeing the cobwebs from his cranium as well as droplets of blood that fell from a gash on his forehead. Twilight, Fluttershy, and Cadance gasped out loud when a large bipedal monster jumped onto Peter, earning a sharp scream of agony from the young man.

Its body was as black as tar with tiny traces of white. A large spider emblem splayed across its chest, and its blank white eyes were the same as a spider's - or rather, Spider-Man's lenses. The monster cackled, baring its sharp fangs to Peter, and as it lifted Spider-Man from the ground with a chokehold, its snake-like tongue whipped about. Suddenly, its skin hissed and peeled away from its head, revealing a blonde man's face underneath the black goop. He, too, laughed at Peter.

"Eddie..." Spider-Man coughed as his air left his body. "The symbiote! Y-You have to get rid of it before-"

Smirking, the man brought his free hand to join the other, using both to strangle Spider-Man. "We're not as stupid as you, Parker. We embraced each other!" The symbiote reformed over his face, transforming the man back into the monster. "We are now...Venom!"

Luna's eyes widened. The resemblance was uncanny between the monster and Peter's alter ego. Her own heart froze, memories of her past surfacing. She reached out, extending her trembling hoof to Peter's image. "Oh holy creator protect us," she whispered."It's the Nightmare..."

To be continued.

Comments

[DJSkywalker]

I keep noticing that a lot of the italicized words are lacking spaces around them so it bunches them up with other words in the sentence. Might need to have that taken care of.

[Alchemystudent]

Do we really need this Spider-man shilling? It just takes up so much space. Look, I am probably one of the biggest Spider-man fans on this site and I'm thinking this is too much. We know Spidey is awesome an his backstory, we don't really need all of this shilling because it just takes up too much space

[Mighty C]

Fuck yes! This is good and entertaining to read!

[blaze dragon]

Luna: guilt drives him....

A bit late to the party, but after reading the original comics from ditko to JMS, guilt is kinda secondary to Spideys motivation, yes he does feel guilty of his uncle Ben's death, but other than that, it's his motivation to do better and be a better person is what made him keep coming back as Spidey,

As in the comic spider man no more, the memory of uncle Ben made him realized that Spidey was never a burden but his destiny and that it made his life better and thanks to Spidey he develops more as a character

Anyway this is just my two cents so feel free to correct me if I'm wrong

[Maximus_Reborn]

11527466
Yeah. Guilt is one of the aspects that pushes him. It's not the sole driving force behind Spidey's motives. They are drawn to this conclusion since Gwen's death is very fresh on his mind. I over flanderized Pete's guilt in this story in hindsight. Hence why I feel I am handling it far better in the current reboot.

[blaze dragon]

11528188
Aye also your amazing tbh

[Chrome Masquerade]

Rarity frowned at the ground as she nodded in agreement. "No, it makes perfect sense. I've always noticed that when it comes to others, Peter won't hesitate to help, but as far as his own sake is concerned, he couldn't seem to care less. That is, unless he's in dire physical danger," Rarity added solemnly, using her handkerchief to clean her damp face. "He's morally sound and physically extraordinary, but the poor darling is emotionally fragile." The unicorn shifted her gaze between Pinkie Pie and Fluttershy, giving both mares an affirming smile. "I certainly agree with you two. Peter needs a hug in the worst way."

Perhaps -to some extent- he also came to believe some of the bunk that Jameson spouted. After all, if you hear the ;ie often enough, you might begin to believe some of it yourself. Not all, naturally, but enough to unsettle him.

[Progamer]

Good chapter, well there goes a part of Peter's past