• 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 III

Chapter Thirty-Eight "Eyes in the Back of His Head, Part III"

Eighteen Days Remain

'I saved you, honey. Don't you see? Isavedyou...'

Silence reigned around the table, the ponies all shocked into insensibility. Peter's memory clutched Gwen's lifeless body, his arms trembling with grief. Luna cringed, throwing her hoof over her mouth to conceal her horrified gasp, and Celestia nuzzled into her sister, providing some form of comfort for both of their sakes. Cadance, for the majority of the viewing, maintained a steady hold of her emotions, but the sight of an innocent woman dying in such a horrific fashion was too much for the Crystal Empire's princess to stand. Burying her face in her hooves, Cadance sobbed wildly while her husband pulled her into a comforting embrace.

The idea of losing his first love in such a way was enough to shake the usually stoic prince, evident by his pained expression. The younger mares in the room had no such luck in keeping their tears at bay. Pinkie Pie, one who normally embodied happiness, had no strength to smile, and her poofy mane had deflated, falling to her shoulders. She sat still, tears silently falling, out out respect for her friend's loss. Fluttershy and Rarity were bawling, crying to the point where they couldn't form words. Rainbow Dash shed open tears, but she found the strength to nuzzle her friends. Even Trixie surrendered to the sorrow in her heart, weeping on her best friend's behalf.

Twilight, despite being familiar with the tale felt her heart being ripped asunder, but it was not for the act of murder committed or over the loss of an innocent life. She watched as Peter gently laid the woman down, his thoughts raging through the crystal ball.

'Her neck's broken. Her neck'sbroken!What was I thinking?!'Peter clenched his hand into a fist and slammed it into the ground, shattering the concrete.'I stopped Gwen too quickly. I-!'Bringing his hand over his face, Spider-Man shook his head.'I just killed Gwen.'

Twilight whimpered. "It wasn't your fault, Peter."

"I concur, Twilight," Trixie sniffled, wiping her hoof over her damp eyes. "It is one thing to feel guilt, but it is another to needlessly accept the blame." Her voice choked, forcing the mare to clear her throat. "Parker has saved countless lives, but it's clear his so-called failures are his driving points. It's ludicrous. His uncle and ex were victims of circumstance. I mean, we know Peter was never directly responsible for their deaths, but as far as he is concerned, he is just as much to blame as the burglar or this Osborn cretin." Trixie recoiled, having received a glance from Princess Celestia. She lowered her head shamefully. "I-I am sorry, Your Highness! I did not mean to speak so loosely in your presence!"

Princess Celestia shook her head and gave the unicorn a serene smile. "You are fine, Trixie. I earnestly agree with your statement." With effort, everypony recollected their senses and gave the sun princess their undivided attention. "Peter is a marvelous individual. I'm certain most of you will agree with me for your own reasons, but his greatest flaw is his guilt, and it's often misplaced. It's not his fault. Truthfully, the poor thing has had horrendous luck, and it's altered his thinking. Misunderstanding his uncle's last words, the drive for redemption, and the media's negative image that plagued him are all to blame." Celestia shared a glance with everypony in the room. "That is why you all must help teach him that the entire world's problems are not his own. Tell him…Showhim that he is valued. Cherished. Loved. Peter needs to hear this, especially from all of you. He holds you all dearly. Applejack. Trixie. Pinkie Pie. Fluttershy. Rarity. Rainbow Dash. Luna." Her smiled grew in width as her gaze fell on her former student. "And especially you, Twilight."

"You're right, Princess Celestia, but…" Twilight trailed off, her hoof remaining over her burning chest. "What can I possibly do that will matter to Peter?"

"Do what you always have, Twilight," Celestia simply retorted before giving the younger alicorn a warm smile. "Follow your heart."

"Romantic idiot! She was dead before your webbing reached her! A fall from that height would killanyonebefore they struck the ground!" Goblin yelled, hovering several feet from Spider-Man on his glider. "But for you, my friend- death will come more quickly and surely than the shock of a sudden fall!"

Luna growled, gritting her teeth. "That monster!"

Celestia closed her eyes and shook her head. "Yes, and that murderous man has Discord's power. We must be prepared for anything. It may take everything we have to offer to stop him."

Taking advantage of an emotionally distraught Peter, Osborn reached into his pockets and retrieved a pair of miniature pumpkins before tossing them toward Spider-Man, but they detonated inches from the young man, engulfing his body in an orange, cloud of smoke. Peter staggered from the cloud, away from Gwen's body, but before he could recover, Goblin sped past him, managing to lasso a metal cord around Spider-Man's waist. Unable to free himself, Peter was dragged across the air at high speed. The journey, fortunately, was brief once the pair reached an abandoned building on the edge of the city.

Goblin cackled as he broke the cord from his glider, leaving Spider-Man to burst through the stone wall with no hope of bracing himself. Peter fell for several moments through the inside of the building, but as he approached sharp, steel beams at the bottom, the young man shot a strand of webbing across the other side of the room and rode its momentum to solid ground, crashing through another wall in the process.

Spider-Man rose from the wreckage, only to find a pumpkin bomb an inch from his face. With no chance to react, Peter's face and body were engulfed in a fiery explosion. The shock of the blast sent the young man flying across the room until he eventually smashed into a wall, falling limply to the ground. The explosion burned away a majority of his mask, but the moment Goblin reached his position, the images within the crystal ball blurred, shifting sharply between various points of Peter's life.

Shining Armor glared at the orb. "Flashbacks, again. That bomb really shook Peter up."

Rainbow Dash nodded, shifting her rose gaze between Princess Celestia and the images within the crystal ball. "Now I get why he was able to brush off Princess Celestia's attack the other day." She slammed her eyes shut, cringing. "I take back everything I said about Peter being a wimp. You have to be pretty tough to take explosions to the face."

Much like the series of rescues they watched earlier, the encounters between Green Goblin and Spider-Man were numerous, too much so to count. From their first meeting during the city parade to their fated encounter in which they discovered each other's secret identities. Each battle was fierce, taking a toll on both men's personal lives. Osborn went so far in his vendetta against Peter that he attacked the young man's aunt, sending her to the hospital. For the temporary moment, the crystal ball settled on the image of Peter holding May's hand as she rested in the bed.

Appalled, Rarity's mouth fell agape before morphing into a scowl. "Osborn attacks the elderly as well? How could one so vile live with himself?"

Luna scoffed. "I can not answer that, nor can I fathom why Peter continues to show mercy to this monster. At least with Nightmare Moon and Discord, there was some form of morality to be redeemed. With Osborn, there isnothingto save. If he is willing to extinguish innocent lives so easily, we must be prepared to face him with equal resolve."

Fluttershy raised her hooves over her chest in a vain attempt to slow her quickening heart rate. "Do you… want us to kill Osborn, Princess Luna?"

The moon princess sat silently for a few moments, closing her eyes to avoid the questionable and nervous glares she was receiving, but her demeanor softened, prompting Luna to give the group a sympathetic look. "No. If I am able, I will not have any of your hooves tainted with the blood of another. I promise you all when Osborn arrives to our world, Peter will exorcise the demon. If he will not, thenIwill."

"We will talk about that more over time," Celestia stated, intervening before the conversation could progress any further. Luna merely huffed a process, conceding to her sister. The others weakly nodded with the exception of Twilight, who had not taken her eyes off the crystal ball. Sighing, Celestia faced the ruler of the Crystal Empire. "I do agree on the grounds that Osborn is not to be taken lightly. Shining Armor. Cadance. Make certain that your kingdom has been evacuated within ten days and give proper housing to everypony throughout Equestria. I shall handle the finances." After the royal couple gave her an affirming nod each, Celestia joined her student in watching the events in the crystal ball unfold, unaware of the anger shown in her light violet irises. "I will not allow this murderer to harm our kind."

In a bright flash of light, the battle between Spider-Man and Osborn resumed, indicating Peter's flashbacks had ceased. The young man forced himself to his feet, and in his dazed state of mind, he threw a wild punch toward his aggressor. Goblin ducked underneath the attack and retaliated with a swift body blow, knocking the wind out of Peter, and he continued the offensive, punching the exposed portion of Spider-Man's face repeatedly until blood was drawn. Twilight's lips quivered and eyes stung with each blow Osborn dealt to her love, and the louder each attack grew, the harder the mare cringed, clutching at her shoulders.

It was as if she felt Peter's anguish, both physical and emotional. She felt saddened yet enraged, for the loss somepony irreplaceable and contempt for the one who threatened to take him away, Osborn lifted Peter over his head before driving his shoulder directly over his knee, igniting a snap to echo throughout the room.

Twilight threw her hooves over her ears, shut her eyes tight, and shook her head, sobbing as Peter screamed in agony over what sounded like a broken collarbone. "I can't take much more of this! I just want this to stop!"

Goblin tossed Peter off to the side, allowing the young man to clutch at his shoulder. "How does it feel to, once again, let a friend down, Parker? You seem to have a history of failing your friends and loved ones." Spider-Man extended his hand, but Osborn stomped over his wrist, making it impossible for him to deploy any webbing. "Your beloved Aunt May, who asked for so little of you and received exactly that until she was taken from you. Dear, sweet Gwendolyn, your deceased girlfriend who died so young. You failed her as you do everyone else who gets close to you."

Gritting his teeth, Peter growled at each statement he received. "It's because I always let guys like you go." Goblin reared down and threw a punch aimed for Peter's head, but Spider-Man freed his hand from underneath Osborn's foot, using it to catch his attacker's fist. Before Goblin could react, Peter tightened his grip, causing a bone or two to snap in Osborn's hand. Spider-Man rose to his feet as Goblin fell to a knee, but everypony trembled, finding the glare and scowl on Peter's face unsettling. Snarling, Peter brought his fist back. "It ends tonight, Osborn!"

The color in his eyes disappeared, morphing to a shade of jet black, and his voice grew deeper, sounding nothing like the light tone everypony grew so attached to. Driving his fist between the Goblin's eyes, Peter screamed at the top of his lungs as he launched Osborn into a wall. Trixie's and Rarity's eyes widened, and both mares yelped once Spider-Man used his webbing to pull the stone wall over Osborn, crushing the man under its weight. Somehow, Goblin rose from the debris, but Peter was quick to react, uppercutting the man into the air. Latching a strand of webbing onto his chest, Spider-Man snatched with all of his might and slammed Osborn into the ground on the back of his head.

Pinkie, Fluttershy, and Rainbow Dash recoiled at the earth shattering crack, all three instinctively slamming their eyes shut. Peter pulled Osborn to his feet by his collar before pinning him against the wall. Clenching his fist as tightly as possible, Spider-Man reared his hand back, ready to finish this feud once and for all, but Peter sighed, relinquishing his grip on the Goblin. The bright hazel color returned to his eyes, and with the help of a series of paced breaths, the hateful scowl on Peter's face dissipated allowing a sorrowful expression to take its place. Shining Armor, Cadance, and Celestia managed to smile and nod their approval.

Sighing, Luna shook her head. "Even after everything he has done, you refuse to fall down the dark path. You are… truly noble, Peter." Nodding, the princess smiled. "I have much to learn from you, my friend."

Spitting the blood from his mouth, Goblin slowly made his way to his feet and glared at Spider-Man. "You'll have to kill me. We know this ends only when one of us dies."

Peter closed his eyes and exhaled. "In your dreams, Osborn. I willneverkill." He stepped forward, placing his hand over the protrusion on his own collar. "Not even you."

Twilight nodded, grinding her teeth to the core. "Peter isnothinglike you, Osborn. He's too good to fall to your level."

The smile on Goblin's face diminished, a stern frown forming in its place. "Godspeed, Spider-Man."

The images of the crystal ball distorted as a blaring alarm sent tremors coursing throughout the orb, but the moment it ceased, Goblin's glider sped from behind with a razor-sharp blade unsheathed on the nose, threatening to impale Peter from behind. Every mare screeched, as if it would have an effect on the outcome. However, at the last moment, Peter flipped high into the air, managing to avoid the glider by a couple of inches, but Goblin was in the machine's line of sight with no time to defend himself. What happened next was not for the faint of heart to see. At full speed, the glider's blade pierced through Osborn's sternum and lifted him from the ground, quickly imbedding into the wall with the Goblin perched lifelessly between stone and steel.

Fluttershy's fur felt cold, and the mare's face matched a shade of blue. As the memory faded, her consciousness followed, leaving the pegasus to faint. Cadance managed to catch Fluttershy before she could strike the ground, but her own head felt light, the grizzly image having an after effect on her psyche. Rarity leaned against the table for support, but Rainbow Dash's comforting embrace eased her rattled nerves.

Trixie grimaced, slow to open her eyes after the gory finale. Pinkie Pie, fortunately, closed her eyes as the glider approached and opened them after the memory had ended, saving her the trouble of repressing the terrible image from her mind. Twilight exhaled, attempting to regulate her breathing, but it was only after Princess Celestia placed her hoof over her shoulder that she managed to succeed in her task.

"Osborn's evil was his own undoing," Luna whispered, shaking her head. "Somehow he managed to survive a fatal wound. We will be forced to take drastic measures upon his arrival. With Discord's abilities at his disposal, Osborn will be far more formidable than he already was."

Forcing the lump in her throat down with a swallow, Twilight faced the princess of the moon. "You're right, Princess Luna. It's going to be very dangerous. The fate of the world hangs in the balance." She paused, directing her violet gaze to the ground. "Not just Equestria but Earth will be in the same danger if we fail to stop Osborn." Twilight suddenly stood from her seat, earning the collective gazes of everypony in the room. "But I willnotstand by and let Peter fight this on his own. No matter what happens, I'm going to be there by his side. He's been alone for too long. I plan on changing that!"

The corner of Luna's lip curled into a smirk. "I second your opinion, Twilight Sparkle. Peter is Equestrian, and it is my solemn oath to protect everypony. Although…" her smile was genuine and grew warmer, "I am not afraid to admit that I am doing this out of friendship."

Rainbow Dash flew over to Twilight's side, placing her hoof over her shoulder. "Don't think I'm going to let you two have all of the fun. Peter's my friend, too." She hovered into the air, throwing several punches. "Besides, Osborn's got a butt kicking coming!"

Rarity trotted over and brushed a strand of her mane behind her ear. "Honestly, I detest violence. I am a lady of fashion, after all," she paused, snarling as she adopted a defensive position, "but I will thrash anypony who lays a hoof on my Petey!"

Pinkie Pie bounced over and growled before her mane inflated back to its poofy form. "I'm in, too!"

Cadance continued to nudge Fluttershy, attempting to wake the pegasus up. After failing several times, the alicorn weakly nodded and smiled. "I'm fairly certain Fluttershy agrees with all of you." Her smile vanished, and Cadance gave the girls a stern expression. "It ismykingdom that Osborn threatens to defile. As princess of the Crystal Empire, I promise to help vanquish this evil."

Shining Armor placed his hoof over his wife's and shared a smile with everypony. "As prince of the Crystal Empire, you have my vow as well." He gazed at Twilight, who returned it fully. "Peter saved my life during our encounter with Sombra. I promise to get him through this. For your sake, Twily."

Trixie folded her hooves across her chest and glanced her side. "My word is nothing in comparison to any of yours, and Trixie is not necessarily known for her fighting prowess." The unicorn sighed, allowing a small smile to grace her features. "However, my life would still be in shambles if I never met Peter. Even if it means certain doom, then I will gladly stand by that idiot's side."

"Now we are certain. Peter has no doubt proven his worth and earned our trust completely. We will follow him when the day comes to defend Equestria, as his confidants, friends, and loved ones," Princess Celestia declared, earning smiles and nods from everypony in the room. After a moment, she allowed herself to grin. "Then the coronation will proceed as planned first thing tomorrow evening. I trust there are no objections?"

The entire room grew silent, but there was no air of tension to be felt. All light from the crystal ball vanished, and all traces of magical energy poured into Peter's slump body. Slowly but surely, the stallion rose to life with a slur, groaning as he stumbled from his seat. Small sparks of electricity escaped from his horn, but they eventually ceased, allowing Peter to let out a gaping yawn. Once he lifted his gaze to meet the others in the room, a pair of hooves wrapped around his neck, and after he finally managed to recollect his sense, Peter recognized the pink embodiment that was embracing him so tightly.

"Pinkie?" Peter asked inwardly, hesitantly raising a hoof to return the embrace. "Not that I don't appreciate this, but can you tell me what I missed? I sort of blanked out for a moment?"

Cadance raised her brow. "You don't remember? You just showcased your memories into the crystal ball."

Peter stammered, blushing as Pinkie Pie nuzzled further into his side, and his concentration nearly snapped once Rarity joined in, rubbing her head against the underside of the stallion's muzzle and filled his senses with the scent of vanilla. "I actually did it? I don't remember any of it. How much did you see?"

"Nearly everything, I'm afraid," Shining Armor bluntly replied, furrowing his brow. "The day you first discovered your powers. That moment when you lost your uncle and Gwen. Not to mention your latest encounter with Osborn. We saw plenty in between, but I think you get the hint." Shining glared at the crystal ball intently. "I don't understand. To cast a memory spell, the pony performing the magic must be conscious for the duration. That is, unless you actually transferred your memories into the crystal ball, but that's impossible. I doubt your magic'sthatpowerful."

Peter's eyes widened. He stepped away from those embracing him, shaking his head in disbelief. "You saweverything? I didn't mean for that to happen." Biting down on his lip, the stallion paced back and forth with his gaze fixed on the ground. His mind ran, taking in what his friends possibly saw, but he could only get himself to stop in his tracks and lower his head shamefully. "I'm sorry! I didn't want you to see the mistakes I made. You all probably think I'm horrible now."

Trixie's hoof swung over, batting the stallion right over the forehead. As he grimaced, the mare shook her head. "Unbelievable. We watch you save countless lives and endure hardships, but you still think you're horrible?" In contrast to her harsh demeanor, Trixie wrapped her hooves around Peter's neck, but the embrace was brief, lasting only a few seconds. The mare scoffed and waved her hoof dismissively. "You reallyarean idiot, Parker."

Rainbow Dash zipped over, her glare and snout inches from Peter's. "We're going to fix that about you. You're a great pony, so stop thinking everything is supposed to go badly for you. You're not alone, so..." Stammering, the pegasus felt her voice waver. Inhaling deeply, she pulled the stallion into a warm embrace, but like Trixie, Rainbow separated rather quickly and retook her place in the air. Unfortunately, she could do nothing about the pink flush that stained her cheeks, forcing the mare to fold her hooves and turn her head to the side. "D-Don't get the wrong idea! I-I just hate seeing somepony act so wimpy!"

Pinkie and Rarity returned to their positions, nuzzling together with the stallion. Baffled, Peter scratched the back of his head as he shared a glance with everypony in the room. "So… you're all okay with everything I've done?"

Twilight eventually closed the distance between herself and Peter, but instead of embracing the stallion, he leaned forward and planted a kiss on his cheek. "Nopony's perfect, Peter, but you're pretty close in my eyes," she whispered sweetly. There was so much more the alicorn wanted to say, but it would have to wait until later, preferably behind closed doors. For now, she settled on a friendly wink and small tease before clearing her throat. "Wewillhave to talk about this Felicia Hardy later."

Peter chuckled sheepishly. "Yeah. Yeah, I guess we do."

There was more he wanted to say, to himself, the girls, and Twilight, but now hardly seemed like the appropriate time. However, their words meant so much, and they helped eased his troubled mind, although he still felt a need to gather his thoughts. Peter managed to ease out of the combined grasp of Rarity and Pinkie Pie, but he repaid their affection, giving them both a deeply synced hug apiece. While her back was turned, Peter hugged Trixie from behind, causing a drastic temperature increase to occur within the mare, but she simply shrugged, not wanting to embarrass herself in front of the others.

In turn, the stallion stole a hug from Rainbow Dash before she could react. Her hooves quivered underneath her body, begging to embrace the warmth that threatened to consume her, but the pegasus held her breath, exhaling once Peter (mercifully) relinquished his hold. Twilight was in Peter's line of sight, but his mind yelled out, reminding the stallion of his mare's disapproval for excessive public affection. For her sake, he would be brief, but for his own, he would be sound. Peter kissed the tip of his mare' muzzle, earning a stifled giggle in response. He grinned. That was the perfect reaction he desired.

"Thank you, girls. Really. This means a lot," Peter honestly stated, nodding. His eyes widened at a late realization. He scanned the room for a moment, his brow furrowing at a peculiar sight or lack thereof. "Hey. Where's Applejack?"

Rarity blinked, using her hoof to conceal a gasp. "Oh, my. Applejack. She left quite some time ago." Looking across the side of the room, the unicorn shifted her gaze back to the stallion. "She was quite troubled after witnessing what happened to your uncle."

Peter studied Rarity's worried expression, puzzled. "That right?" The stallion remained still, tapping his hoof lightly against the marble, but turning sharply, he trotted out of the room and stopped by the door. "I need some air, but I'll talk with Applejack." Not giving anypony time to stop him, Peter closed the door behind him and hastily climbed out of the nearest window. Leaping across the rooftops, the stallion furrowed his brow.

'Applejack… this is about your parents, isn't it?'

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