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



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

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Eyes in the Back of His Head, Part II

Chapter Thirty-Seven "Eyes in the Back of His Head, Part II"

Eighteen Days Remain

The crystal ball's image grew blurry, threatening to fade from existence. Luna's trembling hoof slid back toward her, and she took a shuddering breath, as if clearing her head of awful memories. What was there was bad enough as it was. Considering Peter was in a chokehold, it stood to reason that he was losing consciousness or, worse, dying. However, in a bright series of flashes, images of various points in Peter's life appeared in the projection, finally settling on several adjacent images of Spider-Man dodging attacks from the likes of the Lizard and Titania in some kind of demented duel to the death; their efforts were far too close, tearing away shreds of his costume.

Rainbow Dash scratched the back of her head. "What just happened? Did it rewind or something?"

Celestia's brow furrowed, lowering further as the fights grew continually more violent. "I believe he is having flashbacks. This tends to happen when one is on the verge of death… or so I hear."

'Why am I here? Of all the people this 'Beyonder' guy had to call here, I just HAD to be one of them! I don't have time to fight! I have a test to study for! Seriously! 'Battleworld'? This guy had nothing better to do with his time? Dude! Buy action figures and make THEM fight!'

Thanks to Peter's persistent internal monologuing, everypony had a rather good idea what exactly was transpiring. After being teleported to a planet called 'Battleworld' by the cosmic entity known as the Beyonder, Spider-Man fought alongside fellow heroes against supervillains, who were also brought to this world against their will.

Trixie folded her hooves and raised her brow. "A cosmic entity? Is thereanythingPeter hasn't dealt with?"

Twilight's stomach lurched, a slight discomfort rumbling in her abdomen.'Another near-death experience,'she thought. Inhaling deeply, the mare shook her head and buried her face in her hooves. This was becoming too much to bear, but Twilight glanced up at the crystal ball again, looking at the image of Peter and feeling like a sad puppy.'I know I'm forced to accept the life you lead, Peter. I know this is in the past, but I can't stand seeing you get hurt.'

During one of the many, many battles, Peter ruined his normal costume beyond repair thanks to a direct blast from Volcana. The odd metahuman Earthling that Peter called the Hulk told Spider-Man about an alien machine operated simply by touching it and thinking of what kind of equipment you needed. When Peter thought of the new costume he wanted, the machine gave him a black sphere. When he touched it, Peter found himself covered in a new black costume. The only other shade was white, found in his blank lenses, top of his hands, and the spider emblem wrapped around his chest and back.

Pinkie perked up, her confusion evident as she tilted her head to the side like some sort of pink bird. "Wow! Peter looks just like Venom!"

"I believe you mean Venom looked like how Peter did -beforehe gained the symbiote," Rarity bemoaned, shuddering. "It peeled away, too, like some sort of horrid flesh wound. How revolting. I suppose Peter can't be blamed; he didn't know what it was at the time, after all."

Luna managed to collect herself enough to speak, "He truly resembles a denizen of the night." She felt a chill, but resisted the urge to shiver. "Is the darkness this vile to look upon from the outside? Was it this… hideous on me? I wonder if this is why ponies turn away from the night in contrast to the day? It certainly would explain why they fear me even now..."

Celestia leaned against her sister, nuzzling her slightly. "They will change in time. Do not fret."

Time rapidly progressed through the crystal ball, stopping sometime after the so-called 'Secret Wars.' Back on Earth, Peter learned that the costume could respond to his thoughts, change its shape, amplify his strength, and create an unlimited amount of organic webbing. It made him better. Stronger. Faster. And it increased his already impressive stamina to unbelievable levels. He felt untouchable. Peter's confidence rose, and his reservations diminished.

He even stood up to Jameson, playing hardball to get a decent pay raise.

"That's my offer, Jameson! Take it or leave it!" Peter barked, folding his arms in front of his boss.

"That's three times the price, you cheapskate!" Jameson bellowed, slamming his hands onto the desk.

"Given Peter's living situation, it seems like a halfway decent paycheck!" Twilight yelled, forgetting she was watching a projection. "You'rethe cheapskate, you skinflint!"

"Is anyone else getting you pictures of Spider-Man?" Peter snapped, leveling a glare at Jameson. "Decent ones, I mean? No? I didn't think so!" The older man snarled, but in a fit of defeat, he wrote out the payment on a check. Peter snatched the paper from the desk once it was signed before walking out with a smug grin on his face. "Pleasure doing business with you, JJ."

A young brunette at the Bugle, sitting at a desk, glanced out of the corner of her eye. "Peter, make sure you pay back the money you owe. You're still three-hundred dollars behind for the month."

He scowled, stomping past the woman. "Keep to yourself, Betty. I don't care right now."

Rarity's eyes widened. "My word. Peter'sneverthat rude."

The scenery within the crystalline sphere changed again, this time taking place in Peter's Aunt May's home. Dinner was served, but her nephew seemed disinterested, instead slouching his way outside. She called out to him once he reached the door. "Peter? Aren't you hungry? You came by to visit, and you haven't eaten anything."

Peter shook his head and closed the door in a huff, refusing to look back. "No. I'm…fine."

The image changed to another. Spider-Man hung a struggling crook over a pole with his webbing, but he shook his head, trying his best to tune out his thoughts.

'Do we really want him to leave? He will come back and harm us. We should put him down like the dog that he is,'that horribly seductive voice in his mind snarled.

Peter snarled back.'It's just a petty thief. That's too much.'

The voice in his head let out a feral growl.'Jameson mistreats us. If he wants the city to fear us, perhaps we can give him a reason to be scared. Respect comes from fear. They will all understand! Listen to us!'

Spider-Man shot a strand of webbing into the air, latching it to the side of a building before swinging away.'Will you stop thinking like that? You sound like Goblin.'

His mind huffed.'We are the only ones you can trust. Everyone else will betray you. They always do.'

"Will you shut up?!" Peter hissed, his voice echoing into the alternate universe and sending shivers up everypony's spines.

Fluttershy's ears twitched in discomfort from where she huddled in her chair. "Oh, how horrible. Peter was really… aggressive with that evil…thingon him."

Rainbow Dash scuffed her hooves against the smooth surface of the marble floor. "Yeah, you're right. He was a total jerk. I'm glad he got it off. I'm just curious how he managed it."

Luna fidgeted her hooves for the seventh time, trying to achieve some form of composure, but the princess was too apprehensive, the iron-clad maiden lacking her usual surety. The voice in Peter's head was no different from the one she had heard for more than a thousand years. It wanted to become stronger, punish anypony who dared show any but the utmost deference, and held a nagging distrust which kept everypony at hoof's length. Sweat beaded over her forehead, but she shivered, her body feeling as if it were trapped in ice. Her breathing grew harsh, like glass scratching against iron wool.

Luna's mind crept into a dark place and hid from old memories, snapshots of her time as the Nightmare. Much like Peter, Luna had been completely oblivious to the changes in her behavior. It wasn't until long after she was banished to the moon that Luna realized what had become of her, but the Nightmare's presence had dominated her at that point, impossible to overcome. Celestia's hoof fell over her own, freeing Luna from her self-induced trance. The maiden of the moon glanced up at her horn as its magic diminished, chastising herself for looking weak before her peers. She lowered her head and apologized, despite every fiber of her Canterlotian being telling her otherwise.

Once Celestia's attention returned to the crystal ball, Luna unconsciously placed her hoof over her pulsating cranium before slamming it into the table out of frustration.'Peter… are you my shadow? The one who walked down the path I couldn't follow? You have bested me in combat, overcame your version of the Nightmare. I am not the warrior you are.'She scoffed, closing her eyes shamefully.'I must better train myself and follow your example. Maybe then, I can best you in the future.'

A flash of light lit up the projection, fading to reveal Spider-Man lifting Rhino high over his head before hurling him to the ground with enough force to shatter stone.

'We are stronger than he can ever hope to be!'his thoughts raged, prompting Spider-Man to throw Rhino by his leg and swing him through the nearest stone wall, shattering it violently. "Don't you get it, Rhino?!" Peter bellowed, his voice unrecognizable. "I aminvincible!"'Put an end to this! Make sure he never threatens us again!'Peter nodded, agreeing with the voice sharing his mind. Spider-Man lifted a large piece of the wall that remained intact and held it over Rhino, who pleaded for mercy. "Sorry, Rhino! Messing with me is the last mistake you'llevermake!"

Fluttershy threw a hoof over her mouth as her ears fell into her mane. "No no no no no…"

'What are you doing?! STOP!'Peter's internal voice called out, tuning out the darker one that filled his mind. Spider-Man shook his head and dropped the stone away from Rhino's body.'I was about to kill someone!'Peter held his hands across from his face, his brow furrowing under his mask.'It's the suit! I have to get it off!'Swinging off into the distance, and reaching a bell tower, Peter clutched at his suit, but it latched itself deep to his skin, refusing to separate from the host. The second voice in his head screamed, lashing out.'You must not reject us!'

Luna's mouth hung open as she watched Peter pry away at the symbiote. Whenever he managed to free some of it from his body, it hissed, snapping back to its position. Yet, despite the task, Peter continued to fight against the symbiote, doing his best to tune out its thoughts. Luna had surrendered to the darkness, but Peter resisted, going so far to expel his corruption through sheer, physical will. The bells in the tower tolled the hour, ringing throughout the vicinity. That was the edge Peter needed. Screaming at the top of his lungs, the young man managed to rip the symbiote away from his body, and Luna cried out as the memory faded, tears pouring from her eyes.

"That perseverance is what I lacked!" she exclaimed, slamming her forehead against the table. "I wasweak! I turned against everypony and my sister! I should have fought harder! If my willpower was as strong as Peter's, Nightmare Moon would never have seen the light of day!" Raising her head, Luna looked over at Celestia, and despite the flurry of emotions she felt, the moon maiden found a way to smile. "It makes me wish I met Peter sooner. He could have given me guidance."

Celestia smiled "Both of you can lend each other knowledge, but only if you open your heart to him."

Luna blinked, wiping away her streams of tears. "It's certainly impossible to turn down that proposition."

Venom's hideous face filled the crystal ball, a fanged smile formed on his features. His cackling laughter echoed throughout the room, sending chills into the spines of the ponies watching. Fluttershy's body remained low with her hooves over her eyes. The monster was frightening in its own right, with slimy skin and bug-like eyes that were similar to that of a changeling's, but the mare couldn't bring herself to watch Venom inflict pain on Peter, especially when it enjoyed it so. Rarity forced herself to watch, but the blows dealt to Peter were heavy, shaking the trajectory of the image within the crystal ball with each attack.

Shining Armor glared at the sight, frowning at the violence he was forced to witness. His mind recalled the battle with Sombra, particularly how Peter handled himself throughout the entire event. Despite the immense danger they were in, Spider-Mane remained light and found a way to stay positive. In the end, he struck down Sombra almost effortlessly, but against a majority of the villains on his planet, Peter was thoroughly outmatched. Even now, Venom had a majority of Spider-Man's powers, but he was stronger and didn't trigger Peter's spider sense, his trump card by far. Considering Peter held his own against Princess Celestia yet struggled against Venom and several others, Shining could only respect his comrade for dealing with such duress on a regular basis and finding a way to persevere every time.

For Luna, the memory was too much like her own experience. Nightmare Moon and Venom were beings born from corruption, darkness, and space, plaguing the souls of their hosts. Luna lost herself to loneliness, an empty void in which nopony could reach her, and the Nightmare repelled it, promising the princess would be just as loved as her sister by her peers. All she had to do was let go and allow the darkness to fill the confines of her heart. That would forever be a mistake Luna wished, begged, to undo. Nightmare Moon manifested, amplifying the alicorn's powers by a large margin, but her personality was negatively altered. Luna became cold, savage, aggressive, and selfish to everypony around her, even to her older sister.

Luna's eyes softened as she watched Venom lift Spider-Man from the ground by the neck. By all intents and purposes, Peter went through the exact same thing with the symbiote. Even after she deemed the outworlder her friend, Luna was not quick to believe his words when he stated he understood her plight in regards to the darkness. It was a flaw of hers. Always had been. She could not trust as easily as her sister. Even now, Luna was lonely, unable to completely trust anypony with an open heart. It was always easier to keep others at bay in comparison to dealing with betrayal from one who was once an ally.

She found herself nodding, struggling to breathe due to the lump in her throat. Her heart felt heavy, riddled with a sense of guilt. Peter trusted her with his tale when she didn't deserve it, and now, he was showing her (and the others) his experiences, both good and bad. That was something Luna could never bring herself to do. At least, not with a group. No, there was only one pony aside from her sister that she trusted with such valuable, sensitive information. It was Peter, somepony who stood at the end of the path she couldn't at a pivotal time.

Her eyes hurt all of a sudden. Rejection came at a cost. The symbiote found a new host in Eddie Brock, a man who hated Peter for unwittingly getting him fired from the Bugle. Luna considered herself lucky in that regard. The Elements of Harmony eliminated all traces of Nightmare Moon. She was not forced to combat an embodiment of hatred with all of her abilities and who was aware of all of her secrets. The inside of her chest tightened, forcing Luna to fight back her building tears. She cursed under her breath. It was as her sister suggested, but she hated how frail she felt. This did not need to happen, but Luna smiled, allowing tears to escape from her eyes.

While she could not be direct (at least for now), Luna knew what it was she felt. After countless eons, she had finally found… a best friend, and Luna would embrace this bond, knowing it would grow stronger with time. Granted, Peter was certainly not bright at times, but Luna considered it a unique charm, not that she would tell the twit such a thing. From this day forward, Luna promised herself to treat Peter as her one true equal. As towherethis bond would lead left a twinge of uncertainty within the princess. This was a leap of faith. However, Luna managed to smile. If Peter could trust her, surely she could do the same for him.

Meanwhile, Venom continued to choke the life out of Peter, but in an act of desperation, Spider-Man threw his legs out, managing to kick the underside of Eddie's jaw. Venom staggered, losing a grip on his prey. With his hand placed over his throbbing throat, Peter took in as many breaths as possible to regain his oxygen, all while scanning the environment for something of use. Suddenly, his revealed eye widened behind his torn mask once his sight narrowed on the cathedral near their position. He turned back to face Venom with a determined glare and yelled out, charging the monster full speed. He attacked with a flurry of punches, but Venom countered with a backhand across the side of Peter's head.

The blow sent Spider-Man spinning over the edge of the building and into a plummet. However, as he neared the ground, Peter shot out a strand of webbing and swung to alter the direction of his fall, but his momentum was too great, leaving the young man to lose control and burst through the wall of the cathedral. Shards of concrete and rock scattered about as Peter rolled to a halt. He sighed, grateful for the fact the church was empty. Venom entered through the makeshift hole, and the moment Spider-Man made it back to a vertical base, Eddie lunged forward, driving his fist into Peter's stomach.

Before he could recover, Venom retrieved a steel chair with a strand of webbing and used it to knock Spider-Man skyward, shattering the seat upon impact. Peter flew into a column, cracking it, but he freed the cobwebs from his head, using his webbing to retrieve an empty sack on the other side of the room. Venom jumped into the air where Peter was, but Spider-Man flipped over Eddie, shot a strand of webbing to the ceiling, and zipped himself to the bell tower. Unfortunately, the moment he reached the room, Venom tackled him out of midair and threw Peter into the ground, just a few feet from the bell that took up half of the room.

"You should never have rejected us," Venom hissed, reaching down for a sharp, steel pipe. He walked over to Spider-Man and planted his foot over his chest. Raising his weapon high over his head, Venom cackled. "We are poison to you, Parker. That is why we chose the name, Venom!"

"You know what? You're right. You reallyarepoison to me," Peter groaned, closing his eyes as if to accept his fate.

Venom lunged forward, ready to impale his prey, but Spider-Man rolled to the side, narrowly avoiding the steel that imbedded through the concrete. Everypony, especially Twilight, exhaled a breath of relief. Before Venom could react, Peter webbed his hand to the ground, keeping Eddie from escaping. Spider-Man unleashed an array of webbing on his legs and free hand.

'My web-cartridges are almost empty! Better not screw this up!'

Rainbow Dash hopped out of her seat, hovering with a concerned expression in her eyes. "Come on, dude! You can do it!"

Luna sat on the edge of her seat as her hoof tapped feverishly against the table. "Expel the darkness!"

With Venom pinned to the ground, Peter took the steel pipe in hand and approached Eddie, but Spider-Man hopped over his body, striking the base of the cathedral's bell instead.

Its ringing echoed across the airwaves, sending waves of tremors coursing throughout the room. The symbiote on Eddie's body screeched, squirming about as the bell's 'roar' seeped into its being. Peter struck the bell several times, and with each gong, the symbiote unknowingly freed itself more from the body of its host. Finally, once completely separated from Eddie, the alien goop crawled across the floor, hissing at the bell for causing it such misery. Leaping from his position, Spider-Man landed behind the symbiote and scooped it into his bag, using his webbing as a makeshift tie. Eddie's eyes fluttered open, only to roll into the back of his head once Spider-Man´s fist smashed into his jaw.

The symbiote's hisses could be heard from inside the bag, but Spider-Man struck the bell once more, managing to silence its protests for the moment. "Sonic vibrations," Peter murmured through winded breaths as the memory faded from the crystal ball, "...the perfect antidote to yourvenom."

Luna smiled. "Well done, my friend…"

Fluttershy slowly opened her eyes, sighing once she realized the image of Venom was gone. Shaking her head, the mare brushed her trembling hooves together. "Peter is… really brave. How could he fight such monsters?"

Wiping the beads of sweat from her forehead, Twilight closed her eyes, using the entirety of her focus to regulate her heightened heart rate. Although these were only memories, figments of the past, the alicorn found it taxing on her mind, heart, and nerves to see the love of her life barely escape from the grasp of death time and time again, each coming closer than the last. A dreadful ache coursed throughout her chest, her mind recollecting the premonition Madame Web left in the book that helped bring Peter to Equestria.

Had he stayed on Earth, Peter would have eventually been killed. The sheer thought of losing a friend in such a way was too much for Twilight to bear. The mare's hoof fell over her chest as her large glossy eyes filled with tears. Twilight imagined the possibility of her lover falling victim to these monsters, and she shook her head, not wanting to experience that level of tragedy in her life, especially when she couldn't imagine livingwithouthim in general.

"I don't know, Fluttershy, but I couldn't be happier knowing Peter's here with me… I mean,us… where it's safer," Twilight sniffled through a choked voice. As she wiped her face clean, the mare's shoulders trembled involuntarily. "Venom was bad enough. I can't imagine my coltfriend fighting something worse."

A new memory began to surface, but everypony´s eyes widened at what appeared. Spider-Man's image filled the orb. However, he swung away, flipping over a beam of energy that sped from behind. A herald of Galactus came to Earth. His name was Firelord, a being of immense power, and he was someone the Avengers teamed together to fight.

Unfortunately, Peter bumped into him alone, and he was forced to lead Firelord away from any innocent bystanders. Spider-Man stopped to catch his breath, thinking it was finally over. He had been on the run for several hours, doing his best to dodge Firelord's attacks. Had even one of his beams of energy or flames touched him, Peter would have died. Thankful that he'd survived, Spider-Man collapsed from exhaustion, ragged breaths escaping from his mouth. Suddenly, Firelord emerged from the rubble and fired a series of beams at Spider-Man.

"Where does he get his power from? This is sounfair! I can't stop someone this powerful!" Spider-Man growled, his frustration and amazement evident. Unfortunately, walls of flames surrounded the pair, cutting off any hopes of escape for Peter. Firelord cackled, holding out his hand as he readied to kill the young man. However, with nowhere left to run, Spider-Man roared and attacked for the first time. His fist smashed into Firelord's face, knocking the cosmic being to the ground. "I'm not going to die! You won't killanyone!"

In his desperation, Spider-Man jumped onto his opponent and delivered a flurry of punches, each blow dealt with more force than the last. Again and again, he attacked, unaware the ground could not withstand his strength. The rock cracked under the pressure, but Peter refused to stop, knowing he would die otherwise. Spider-Man's screams echoed across the sky. He would not give up. Too many lives were at stake, his own included. Fortunately, something warm fell over his shoulder, prompting Peter to cease his assault.

"Spider-Man! That's enough!"

The individual was Captain America, leader of the Avengers and legendary hero. The Avengers had finally arrived, but they were too late, their mouths falling agape at the sight. Taking in slow breaths, Spider-Man cleared his head and took a look at Firelord, who was unconscious and imbedded in the ground. In his rage, Peter did not even know he had already won.

Twilight shifted in her seat, forcing out a concealed gasp. "Peter...!"

Shaking her head, Trixie found it difficult to pry her gaze away from the crystal ball. "My word. Such... rage."

Celestia brought her hoof over the table. "Peter is far stronger than he thinks. Let us be grateful for his moral code." Her gaze stiffened.'A gentle soul withthatmuch reserved strength... I have a distinct feeling only a select number of individuals have seen this side of you, Peter.'

The image dissipated, allowing a new memory to appear.

"Oh, no. Not you," Spider-Man moaned, rubbing the aches out of his head with his hand. A woman stood over him, black leather practically hugging her skin. She knelt down, straddling the young man. Peter tried to ease away, but he had not recollected his wherewithal from the fall. Her snow white hair fell over her face, but she threw her head back and whipped it to the side, revealing a cat-like smile and large green irises. Spider-Man shook his head. "Black Cat... what are you doing?"

The woman feigned a gasp. "When it's just us? You're supposed to call me Felicia. You know that." She leaned over, planting a kiss on his cheek. "I only wanted to play a game of cat and mouse." The woman held a strand of Spider-Man's webbing in her hand, the end indicating it had been cut. "I had to get your attention somehow." Flipping into the air, she landed on the side of a wall and winked at the dazed hero. "Catch me if you can!"

"Oh, great. Another round of 'kick the spider'..." Peter grumbled, firing a strand of webbing to the wall. He pulled himself up, and the moment he landed on the rooftop, he found Felicia waiting for him. She dove off the building, prompting Peter to follow.

Twilight's brow twitched madly. "Who... isthat?" Her voice was apprehensive.

Rarity's eyes held a gleam. "I'm not sure, but I must get a hold of her tailor. That outfit's divine!" A chilling breeze brushed over the unicorn as Twilight hissed under her breath.

Trixie huffed, furrowing her brow at the one called Black Cat and a visibly-irritated Twilight Sparkle. "Well… this just got interesting."

The memory in the crystal ball continued to play out, showing Spider-Man sprinting after Black Cat across the rooftops of the city. Felicia Hardy was the daughter of a notorious cat burglar, and once her father was imprisoned, she took up the mantle and became the new Black Cat. With superb athleticism and her father's training, Felicia was certainly trouble, stealing the greatest jewels and eluding the authorities with ease. That was until she ran into Spider-Man. Their first meeting ended with Felicia's first true defeat, but it seemed to have sparked an infatuation for the masked vigilante within the woman.

Unlike a majority of the rogues Peter fought, Black Cat proved to be a valuable ally whenever their interests aligned, but their motives and morals always clashed, leaving their mutual attraction for each other to never breach past the physical barrier. In the current memory, Felicia had resumed her old ways, stole a priceless gem, and simply wanted to 'play' with Spider-Man. Twilight's glare had not faltered in the least, remaining on the cat burglar, but with every exchange Felicia shared with Peter, the alicorn's hisses grew in volume.

This feeling that swelled within her was unsettling, fueling Twilight with unmatched irritation. Peter was open with his mare, but he never mentioned this Felicia Hardy, not even once. Twilight's brow furrowed at a thought. Perhaps there wasnothingto mention, and the infatuation was one-sided on Felicia's part. Rationality filled the confines of the alicorn's heart and mind. Thiswasa distant memory, after all. Exhaling, Twilight closed her eyes and shook her head woefully. For a moment, it felt as if she was actually jealous of Felicia.

Twilight's cheeks grew hot. She couldn't understand why such thoughts came into mind in the first place. This emotion was brought out by Peter, and it made just as much sense as the complexities of love, which for Twilight was none whatsoever. She opened her eyes, watching Black Cat's sultry advances towards her lover with apprehension and wariness. Groaning, Twilight brought her hoof over her forehead. No question. This was in fact jealousy.

Yet, she managed to smile. Twilight could rest knowing Peter was hers by the end of the day. Sighing, Twilight tuned out her thoughts and focused on the crystal ball. She only hoped nothing would set her off before then.

"I should have caught up with her by now," Spider-Man groaned, landing on the side wall of the lower half of a skyscraper.

Felicia landed several meters above his position and proceeded to scale the building's wall via a sprint, forcing Peter to mirror her actions. Unfortunately, as he pursued the woman, his eyes couldn't help but wonder.

"I swear she's winking at me... from behind," Peter deadpanned, doing his best to not stare and failing miserably.

Pinkie raised her brow, oblivious to the crimson flushes half of the mares in the room bore. "What doesthatmean?"

The current viewpoint already made concentration a chore, and Black Cat's skin-tight attire didn't help his mindset, either. It moved with her, as if it were always a part of her. Felicia's costume complimented her bodytoowell.

"Those tights are painfully distracting," he huffed before increasing his speed and closing the gap between himself and Black Cat. "I think I might have a fetish. Let's hope not." In mid-stride, Spider-Man fired a strand of webbing into the wall and pulled himself over the woman, delivering a diving kick square into her back as they finally approached the roof. The stolen gem slipped from her hand as she lost consciousness. Peter knelt down, taking the gem and assuring the woman was okay, but he gulped at a thought before the memory within the crystal ball faded. "Man, if Gwen saw me right now, she'd kill me."

Chuckling inwardly, Shining Armor stole a glance at Twilight, who gritted her teeth angrily.'She isn't the only one.'

Another scene came to life within the sphere. Thanos had just turned the entire team of Avengers into statues. The Vision, She Hulk, Scarlet Witch, Captain America, and Thor were dispatched with relative ease and were placed around the palace to appease Mistress Death. Spider-Man stood before Thanos, their height differences vastly apparent by several feet. Peter had fought ally and enemy alike, from Wolverine to Doctor Doom, for control of the Infinity Gems, jewels with god-like powers. If assembled properly within the Gauntlet, the wielder could control all of reality.

Thanos stared at Earth's remaining hero and huffed, finding the sight rather pitiful. Raising his hand, the tyrant retrieved the gems from Spider-Man using his telekinesis, and in a bright flash of light, the Infinity Gauntlet had been reformed.

"You are a fool! Did you honestly believe I would allow you to defeat me?" Thanos bellowed with his hand held high. The terrain gave away, causing several pieces of stone to levitate in the air. Thanos grinned at the smaller being, clenching his hand into a fist. "One billion souls have fallen to my might! You shall do the same!"

Lowering his body into a defensive stance, Spider-Man shook his head. "One billion? I'm surprised you can count that high. Did you need help?" Thanos knelt to the ground and threw his hand back, sending dozens of stones towards Spider-Man, but Peter flipped to the side, narrowly avoiding the granite barrage, all while ignoring his mind's complaints.'I don't believe it. The Avengers are gone. Thanos is in control of the Gauntlet, andI'mthe only one left to stop him! What am I trying to prove? This is suicide!'

Thanos threw a wide punch and low kick, but Spider-Man ducked underneath the first attack and hopped over the second. Focusing his energy into his hand, the tyrant created a small bubble before throwing it into Peter's chest. Expanding upon impact, the bubble engulfed Spider-Man's entire body. Thanos reached through the 'barrier' and grabbed the young man by his neck. Spider-Man clutched at the gauntlet, feeling his oxygen escape from his lungs. Thanos chuckled, releasing his grip, but his free hand drove forward, smashing into the underside of Peter's chin with a uppercut.

Rarity, Fluttershy, Cadance, and Twilight shrieked, recoiling at the shockwave generated from the force of the blow. Spider-Man flew several stories, unable to stop his momentum. However, with the power of the gauntlet, Thanos summoned a meteor from the sky and sent it crashing into Spider-Man. Everypony could only watch as their friend was crushed, left in a crater under the meteor's weight. The rock split into two, falling to both sides, but the result was there, flat on his back. Thanos turned his back to the damage, holding his arms out victoriously.

However, a burst of green light erupted from the crater, causing Thanos to run over and check the disturbance. Spider-Man, somehow still alive, had made it back to his feet, but he held his hands high over his head, a strong jade aura channeling into his body. Thanos glared at his gauntlet, grunting once he realized two of its gems were missing, and Spider-Man was using the Soul Gem to heal his wounds. Not wanting to prolong the inevitable, the tyrant folded his arms and conjured a second meteor flying after the smaller man.

The granite crashed over his position, but Spider-Man's image distorted, splitting into three separate bodies. They swarmed Thanos, each striking a different portion of his body while moving at a blinding speed. Thanos cursed out loud, the Power Gem giving Spider-Man a severe advantage. In the midst of the scuffle, one of the Spider-Man doppelgangers freed the gauntlet from his enemy's hand, but before Thanos could react, the other two spiders unleashed an array of webbing, cocooning the cosmic being. The Power Gem's diminished, and the doppelgangers faded from existence. After placing the gems back into place, Spider-Man now wielded the power of the Infinity Gauntlet.

"I did it! I finally have the Infinity Gauntlet!" Spider-Man cheered, turning to face the cocoon which Thanos steadily ripped free from. Closing his eyes, Peter focused his thoughts into the gems of the gauntlet, and their energy coursed through his body, filling Spider-Man with untold power. "There's so much I can do with this, but I know whatneedsto be done."

"The power of reality at his disposal. Peter can literally have whatever he desired," Celestia declared, her brow furrowing at the powers being displayed.

Luna frowned. "Yes, the possibilities are endless. He could revive his loved ones or live as a god to those who have wronged him. Though I have a suspicion he wouldn't abuse this power."

'The Infinity Gauntlet is too dangerous to be used by anyone,'Peter centered his thoughts on the Avengers, the planet Earth, Thanos, and the realms affected by this power. Time unraveled, and pieces were restored to their normal functions. A light engulfed everything, including Peter, but his thoughts could still be heard, causing the Reality Gem to glow brightly.'I wish everything was restored to normal and that the Infinity Gauntlet is never found again!'

Amazement filled Rarity's features, evident by her widened gaze and opened smile. "He gave up the power without a second thought!"

Everything was truly restored. The Avengers were back performing their heroic duties, the Infinity Gauntlet was thrown into a black hole in deep space, and life went back to its bumpy road for Spider-Man. It was as if nothing happened, and after having a talk with Captain America, Peter found that was almost the case. Nobody remembered the events, not even those directly involved with Thanos or the Infinity Gems. Standing on the edge of a skyscraper with his arms folded, Spider-Man lowered his head and sighed desolately.

'Well, what do you know? I save the universe, and nobody remembers it. Just once I'd like for people to see I'm the good guy. Is it wrong to want some recognition? I mean, just a little?'Shrugging, Peter leapt from the building and sped into a free fall.'Oh, well. Story of my life.'

As the memory concluded, Rainbow Dash scratched the back of her head, awkwardly glancing off to the side. "Well, I mean… Just… Wow." Words failed to describe the way she felt. Tapping her hooves together to help jumpstart her stalled brain, the pegasus recollected one of the past conversations she shared with Peter, and that helped the mare find the words in which she sought. However, Rainbow's disbelief was etched deep into her thoughts, evident by the widened, starstruck gaze in her rose irises. "Peter just saved the universe!" Grinning, the mare threw her hooves high over her head. "That wassoepic!"

Trixie smirked, allowing a sound that could have been mistaken for a giggle to escape from her mouth, albeit briefly. "Yes, I'm not usually inclined to agree with you, but Parker was most certainly…sensationalin that encounter." Flustered, the unicorn grumbled incoherently, her voice too low to be heard by anypony. "He's still stupid by all accounts."

Shining Armor remained stoic, taking in each bit of information as quietly as possible, but his gaze fell over his sister, furrowing as she giggled to herself. "What is it, Twilight?"

The young alicorn glanced at her brother with a widened gaze, as if she was freed from a daydream, but Twilight's smile remained intact. "It all makes sense now. I finally understand what it means." The memories of that day were everlasting, for they meant everything to Twilight and changed her life forever. "The spell I used to summon Peter to Equestria was meant to bring the greatest hero in history here. At first I didn't understand it. Peter was unorthodox, clumsy, and a bit of a chatterbox. He wasn't quite what you would expect from somepony who was supposed to be the greatest hero of all time."

Twilight frowned, her heart stinging from the comments she made. She did not mean to come off as rude or pessimistic, but these feelings were true for the one she held the closest. "Then I remembered how Peter felt about hissupposedprophecy. He couldn't believe it. Even now, he refuses to believe that it's true." Twilight laughed. "We just watched him rescue tens of thousands of people, face dozens of super criminals, and save the entire universeandreality. Peter has saved billions, if nottrillions, of lives! Including our own since reality is one plane!"

Her emotions went into an uproar. During her heartfelt speech, Twilight did not notice she was crying again. Never had she cried so much for one pony in a single sitting. The mare brushed away her tears, frustrated she could not control her emotions whenever they came to Peter. It was tedious, infuriating, and as the alicorn slouched in her seat with a hoof over her throbbing cranium, she learned love was a grandiose headache as well. Despite this inconvenience, Twilight lifted her head and smiled, although she kept her eyes closed to help minimize her aggravating pain.

"Peteristhe greatest hero. Not just in the world butallworlds. I'll gladly admit this on Peter's behalf." Twilight managed to laugh. "Even if he's too modest, and stubborn, to admit it himself."

Shining nodded, prompting the others to mirror his actions, but the corner of his mouth curled slightly. "Keep talking like that, sis, and you'll sound like his wife."

All of the blood in her body rushed to her head, strengthening Twilight's migraine and giving the mare a blossom-tinted blush. 'Shining! That's-! That's-!" she whined, both at her brother and her headache. "First, Mom jokes about grandfoals and now this. I mean, marriagewouldbe nice." Cadance and Celestia grinned at the young alicorn's response, adding to Twilight's flustered state. She waved her hooves, the temperature in her face rising still. "I mean, notanytimesoon! Wejuststarted dating. Idolove Peter a lot! I just-! I mean-!"

Her mind ran too fast to form coherent words, leaving Twilight a babbling mess. Eventually, she folded her hooves in defeated fashion, unable to rid herself of the flush that plagued her features and left her unusually warm.'For my sake, please let this be the last of your memories, Peter…'

Images came together within the crystal ball, although they remained blurry for a duration. Everypony watched the distortion regulate itself. Eventually, they revealed a young woman standing inches away from Peter. He laughed sheepishly, scratching the back of his head as the blonde closed the gap and planted a kiss on the young man's cheek. Her smile was sweet, matched only by her loving, emerald gaze. Peter eventually returned the woman's affection with a simple hug, his hands wrapping gently around her slender waist.

The way Peter held this woman close, the sweet nothings he would whisper into her ear, and the affectionate kisses he bestowed on her person were things Twilight had experienced. Granted, this was in the past, but the mare felt uncomfortable, discontent with the image of seeing the one she loved with all of her heart in the arms of another. Words filled her mind, and her chest swelled. She begged to scream, demand that the image stop, but Twilight bit down on her lip, her restraint keeping her building emotions in check.

However, Twilight's frustration deflated in an instant, horror having taken its place. The woman was held over a perilous height at the top of a bridge by her hand. Peter's thoughts echoed throughout the crystal ball, panic filling his voice.

'Gwen! Hold on! I'm coming!'

Twilight's eyes shot open as she threw her hooves over her mouth. "Gwen? Oh, no." The memories of the night in Zecora's played throughout her mind. Peter's sorrowful confession was impossible to forget. It was the greatest source of his misery. Twilight gritted her teeth and tapped her hoof against the side of her head, chiding herself for having such childish thoughts centered around jealousy. "I'm so sorry, Peter. I should have known better."

With a wicked smile, the green man with a purple tunic and matching hat shifted his cold, yellow eyes to Spider-Man before returning his gaze to the woman in his grasp. Much to everypony's collective shock, the mad man dropped Gwen, causing her to fall.

The details had not left Twilight. She knew what would happen, her tears surfacing. "I'm sorry. I'm sorry. I'm sorry."

The distance was too great. Spider-Man could not catch up with Gwen. Desperate, he shot out a strand of webbing, managing to latch it onto Gwen's ankle. Twilight slammed her eyes shut, recoiling at the ominous sound that forever changed Peter's life.

SNAP!

"I'msosorry," Twilight choked through her deepening sobs.

This was the night Gwen Stacy died...

To be continued.

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