• 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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Homecoming, Part II

Chapter Forty-Four "Homecoming, Part II"

Sixteen Days Remain (Equestria)

Peter stood by the window, the breeze of the outside world brushing through his mane. The entire world knew his secret, yet he couldn't be happier. He wore his costume but left his mask on the nightstand. Twilight found her way next to his side, and the pair shared a loving smile before holding hooves. The night they shared was wondrous, the emotional and physical solidifying of their relationship. Peter's gaze fell to the ground, a saddened expression filling his eyes. He didn't want to leave, not when everything was as perfect as it felt, but he had a matter to attend to.

Twilight, as if reading his mind, used her magic and levitated his backpack to their position. "You shouldn't keep Spitfire waiting too long," she giggled. Peter nodded, firing a strand of webbing across the room to retrieve his mask. Twilight smiled warmly at the stallion, her long mane pulled back into a ponytail. He reached over by the window where a vase rested, pulling out a small flower, and with the utmost care, Peter slid it into Twilight's mane next to her ear. Her cheeks grew hot. "Peter, do you remember the promise we made to each other last night?"

Peter placed his hoof over the mare's shoulder. "I'll never leave you behind."

A blush filled the cheeks of both ponies before their lips met for a passionate kiss. They remained as such, savoring each other's taste. Twilight moaned inside of Peter's mouth as his tongue explored the sanctions, touching the most sensitive areas with gentle precision. She melted into the act of affection, bending to her lover's will, but they eventually parted, only due to their need for oxygen. Peter's lips curled into a wide smile as Twilight's face flushed immensely. He offered her his hoof, and with a soft nod she accepted the gesture, not taking her violet irises away from his hazel eyes.

Peter grinned. "No matter what happens…"

Twilight giggled. "...we'll see everything through together."


Within the dark room, Madame Web sat with her hands clutching at the arms of her chair. Despite her blindness, she stared intently at the orb that hovered inches from her face. Peter's image appeared, but the screen grew black, growing fuzzy as the vision progressed. Everything within the orb grew distorted, causing the memory to shatter. Madame Web cursed under her breath, irritation evident in her voice. She extended her hand, creating another orb to form in her palm, but the second Spider-Man's image appeared, the same thing occurred, leaving the woman to groan desolately.

"I can no longer see the date of Spider-Man's death," Cassandra leaned forward in her seat, cupping her hands over her mouth. "Peter is losing connection to the Web. Why?"


? Days Remain - Thirty-One Days Remain until the portal closes...

Spike soared across the sky, piercing though every cloud in his path, and Twilight and Spider-Man sat on a custom-made saddle on the dragon's back, a means created by the girl to provide comfort as well as prevent impalement on his body's razor-sharp spikes. The temperature at their high altitude was understandably low, worsened by the wind chill brought about by flying at a fast speed. Twilight shuddered lightly, her body feeling the effects of the lowered temperature, but she smiled inwardly, grateful that Peter reminded her to bring her Spandex, which provided great comfort against the chill of the wind.

Spider-Man, as if sensing Twilight's discomfort, edged closer and wrapped his arms around her waist. "You doing okay?"

Twilight's shivers lessened as Peter's warmth spread over her. "I'm fine. Thanks."

Pulling her back against his chest, Spider-Man tightened his grip. "I know we made a promise, but you don't have to do this."

Turning her head to the side, Twilight gave Peter a glare out of the corner of her eye. "Don't try to talk me out of this, Peter. I'm sticking with you no matter what." She directed her gaze forward before her eyes flashed, glowing with a violet light. Once it faded, Twilight pointed to the side. "We're really close! Drop altitude and take us through that cloud, Spike!"

Spike snarled, extending his wings. "Got it!" The dragon fell into a graceful glide. He cut through the thick cloud, prompting Peter to grip the saddle with one hand and tighten his hold on Twilight with the other. Spike reached the end of the path and stopped mid-flight, his green eyes widening at the vessel hovering beneath. Its size was enormous, dwarfing all Equestrian aerial vessels by several hundred margins. "That'sthe helicarrier? It's huge!"

Spider-Man nodded. "Yeah. That thing's the biggest waste of taxpayer money in hist-" A blaring alarm in his cranium cut off his train of thought. "Spike! Down!" he yelled, using his strength to push down on the dragon's head. Spike's momentum plummeted just as a laser beam flew past his previous position. The dragon recovered, returning to flight, but Spider-Man tapped his side and pointed at the gunships that fastly approached from above. "Spike! Find a safe place to land!"

Just as Spider-Man hopped from the saddle and slid down Spike's tail, Twilight reached out to him. "Wait! Where are you going?!"

"To clear the airwaves!" he replied, firing a strand of webbing onto the tail end of the gunship as it circled around for a second firing attempt. Spider-Man gripped his strand with both hands before being hoisted away at high speed. "Yahoo!"

Twilight shook her head, glaring in Peter's direction of flight. "That reckless idiot." Her eyes widened. "Spike. We should land." The dragon heeded her advice and descended, landing smoothly once he reached the ground. Spike lowered his head and body, allowing Twilight to step from her saddle, but she misjudged the distance and nearly fell, stumbling to a standing halt. She exhaled before directing her gaze for the gunship Peter had boarded. "Come on, Peter. What are you doing?"

Spider-Man crawled from the belly of the gunship, to the underside of one of its wings before finally stepping into the cockpit, a few feet behind the pilot. "Excuse me. Is this the ferry to Staten Island?" he asked with a shrug, flipping high overhead once the robotic pilot shot a laser from his hand. Spider-Man countered by shooting a ball of webbing into its face, and the second he landed on the gunship's lower level, he grabbed the robot operating the laser cannon and threw it into the pilot, destroying both machines at once. The gunship's navigational path went into disarray, causing the vessel to fall into a nosedive. Spider-Man turned as the ground neared. "Uh oh."

Flipping high into the air, Spider-Man spun several times before landing perfectly on his feet near Twilight and Spike. The gunship nose-dived over the edge of the helicarrier, continuing its descent.

Twilight ran over to his side, frowning. "Spider-Man, you are going to be the death of me. I'm not going to tell you how reckless that was."

Spike laughed, showing his fangs. "Oh, don't listen to her. That was the coolest!"

Spider-Man waved his hands defensively and shook his head. "Well, at least we're not getting shot at any more. As your personal knight, I'm inclined to takesomerisks. Occupational hazard and all."

Twilight turned sharply on her heel, making certain her back faced Spike and Peter. "Just don't get yourself killed on my watch. I wantallof us to get back to Equestria in one piece." The glow in her eyes returned in a bright flash. Twilight took a few steps forward, as if following the energy trail she sensed, but she stopped, her blank eyes widening at a huge array of magic that gathered above her position. She held her hand out, allowing violet, magical energy to emit from her palm. "My crown. It's right there…"

"Twilight! Heads up!" Spider-Man cried out before light green beams of energy soared from the sky and rained down over the princess. Fortunately, he shot a strand of webbing onto Twilight's back and pulled her into his waiting arms out of harm's way. "You okay? Whatwasthat?"

Twilight weakly nodded before standing under her own power. She raised her hand as it glowed and waved it to the side, causing violet energy to engulf the area where the attack came from. That same moment, someone leapt from the area, disappeared in a flash of light during their descent, and reappeared in a standing position on the ground a few feet from the trio. Smirking, the girl brushed her hand through her crimson and yellow hair, taking a moment to stroke the violet gem on the tiara she wore.

Twilight's eyes shot open. "My crown! Soyou'reSunset Shimmer."

An evil grin formed on Sunset's face. "Thisisa surprise. I was only expecting the knight to show up. I didn't think Celestia's little whelp would come, too."

Dark energy rose from underneath Shimmer's feet and engulfed her entire body. Osborn's robots emerged from several areas around the helicarrier, swarming around the group like bees. The energy around Sunset dissipated, revealing a transformed version of the girl. Bat-wings stretched from her back, and her tanned skin was now a deep shade of crimson, perhaps a symbol of her malevolent intent.

With a wicked fanged smile, Sunset raised her claws as she glared down at Twilight with her blueish and blackened eyes. "All of you, destroy Spider-Man and the dragon. The princess ismine."

Spider-Man lowered his body into a defensive stance. "Well,thatescalated quickly."

Twilight held her hand out before Peter could leave her side, shaking her head. "I'll take care of Shimmer. Can you watch my backandlook after Spike?" She faced Shimmer, whispering to Spider-Man. "I have a plan. Just trust me. Please?"

Exhaling, Spider-Man nodded hesitantly. "Okay, but I'm stepping in the moment things go south. Got it?"

Twilight smiled. "I wouldn't expect any less from my knight."

Shimmer spread her wings and took flight, gliding over the gathered crowd, but Twilight disappeared in a flash of light, appearing on a heightened platform next to Sunset. Shimmer lashed out with her claws, but Twilight teleported away at the last second, landing below on the closed landing bay in the deck. Both girls, as if sharing the same thought, extended their hands, and launched a magical beam at each other, but the dueling energies clashed and canceled out, generating a shockwave. Twilight's cape flapped at the wind's mercy while Sunset used her arm to shield her eyes from the dust particles in the air.

Shimmer's glare deepened as her hand glowed with energy. "I was her student before you were even born. You're nothalfof what I am! After I beat you, I'll show Celestia I'm more powerful than you! I'll show her I'm worthy of being a princess!"

Twilight frowned, her eyes glowing with a bright, violet light. "Power isn't everything, Shimmer. True strength lies in humility." Energy erupted from the girl's body, sending tremors throughout the vicinity. "It seems to be a lesson you've forgotten."

Meanwhile, Osborn's robots honed in on Spider-Man and Spike, their numbers having doubled the moment Sunset Shimmer and Twilight left the area. Most held their guns out while the rest cackled, their voice boxes sounding similar to Green Goblin's laugh despite their designs being that of Ultron's. Spike stood upright, his figure dwarfing everyone's by a considerable margin. He snarled under his breath, baring his fangs at his oppressors. However, his green eyes fell to Spider-Man, softening at his lack of motion, but Peter, as if sensing the dragon's doubt, patted Spike's leg with the back of his hand.

"Spike, you're not a monster. You're just my really tall, little brother," Spider-Man honestly chuckled, clenching his fists. "These things are robots. They aren't alive. You don't have to worry about holding back against these guys. The faster we send them to the scrapheap, the sooner we can help Twilight." His words helped eased Spike's mind. Stretching his wings and holding out his claws, Spike roared, sending vibrations through the metallic shell of the helicarrier and all of Osborn's robots. Spider-Man took the opportunity and jumped high into the air. "If I may borrow a fellow hero's catchphrase for a second: It's clobberin' time!"

They opened fire onto the dragon first, smothering him with lasers, but Spike stood unphased, the enemies' attacks failing to scratch his hide. He lunged forward, sending several of the mechanical creations tumbling over the edge of the helicarrier in discombobulated pieces. Another robot raised his arms to smash Spike over the head, but the dragon opened his mouth, perhaps out of instinct, and unleashed a wave of emerald flames, reducing his attacker to a smoldering heap of melted metal, circuits, and ashes. Spike turned his head, finding a trio of robots shooting at his back. Raising his tail, the dragon used it as a whip and knocked his enemies into the air.

"Oh, yeah! This rocks!" Spike cheered, swatting away each robot in his path with relative ease.

Spider-Man ducked underneath a robot's punch and countered with an over-the-shoulder throw, slamming it into the ground head-first. Another robot approached from behind, but Spider-Man shot a strand of webbing onto its chest plate and swung it around his head like a lasso, smashing every droid that neared his position. Spider-Man joined back with Spike, striking every robot in his path down while the dragon slashed apart the remaining droids with his claws.

Several laser-like beams of violet energy pierced through the chest plates of five robots, which then collapsed lifelessly. Taken aback, Spider-Man flipped and landed on the shoulders of one of the robots, remained perched there as he punched the droid's head off. His blank lenses widened at the brief sight of a caped figure, Peter recognizing her feminine features, but she disappeared in a violet flash, forcing Spider-Man to focus on a new set of robots that neared his position. As the duo dispatched the last of Osborn's mechanical forces, the battle between Sunset Shimmer and Twilight Sparkle raged on.

Sunset threw her hands forward, sending a magical beam toward Twilight, but it scattered, homing in on the girl from eight different angles. Twilight slammed her hands together, causing a large, violet force field to appear and deflect each beam. Shimmer's energy detonated upon impact, engulfing Twilight and her field in a cloud of smoke, but a violet beam soared from behind, blasting Sunset squarely in the back. The force of the blow sent her flying into the dust cloud, the shockwave clearing the path inadvertently. Her hand fell over her throbbing skull as Shimmer forced herself to her feet.

"Who did that?!" Sunset barked, glaring in the direction the attack came from. On the upper levels of the deck, she saw a figure wearing a light violet cape. Shimmer's black eyes widened. "You?! How did you get there so-?!" Her words fell into her throat as the force field near her position faded. Twilight stepped out, placed her glowing hand against the ground, and widely lashed it out, unleashing a large yet fast wave of energy. Shimmer threw her arms up to block the attack, but the strength of the blow was too great, sending her body flying into one of the metal walls with enough force to leave a massive dent. Shimmer fell to the ground on a knee, and she raised her head, snarling at Twilight. "Why, you-!"

A beam shot out and slammed into Sunset's side, knocking her across the ground into a violent roll until she was stopped by a guardrail. Her vision spun as she struggled to gather her bearings. Sunset's hands fell to the ground, but she raised her eyes, only to gasp at a startling sight. They stood with their backs pressed against each other, violet gazes settled on Shimmer, and opened, glowing hands aimed at her. It was Twilight and a duplicate of herself. Hissing, Sunset hopped to her feet and lunged out at the pair, but one of the Twilights disappeared in a flash while the other rolled to the side.

Sunset reared her claw back, ready to slash the Twilight that was on the ground, but the duplicate appeared next to Sunset, grabbed her via telekinesis, and held her in midair while the replica stood back up. Twilight slammed Shimmer to the ground flat on her stomach, causing the air to rush from Sunset's lungs. Shimmer clutched at her ribs, their aches too great to ignore. She could do nothing as one of the Twilights retrieved the crown and handed it to the duplicate.

They shared a nod before she disappeared in a flash. The Twilight that remained pulled her hood back and slid her tiara over her head. Groaning in pain, Sunset's form returned to normal as she pulled herself to a knelt position. Spike landed behind Twilight, and Spider-Man flipped from a strand of webbing, taking his place by the side of his princess.

"Hey! You got the crown back!" Spider-Man cheered, pausing to scratch the back of his head. "But am I going nuts? I could have sworn I saw two of you a second ago. Was that a magical hologram or a duplicate?"

Twilight shook her head, smiling. "Neither. That was me, five minutes from the future."

Folding his arms, Spider-Man nodded. "So that wasyouthat helped me a few minutes ago." He shook his head. "I mean, her. Future you."

Shimmer's head shot up as she hissed. "Impossible! Starswirl couldn't perfect the art of magical time travel!" With her hand still clutching at her ribs, Sunset pointed angrily at Twilight. "There's no way you could have done it! You were too busy! I would have seen you trying such a complicated spell!"

Spike smirked. "It shows how much youdon'tknow. Twilight's done the time travel spell before. It's pretty easy for her."

Twilight's gaze remained fixed on Sunset. "No, Spike. Shimmer's right. The spell isn't as easy as it looks. It took a moment to conjure the spell correctly. Remember when I first teleported to chase after Sunset?" Once Spike nodded, Twilight pointed at one of the raised platforms. "When I landed there, I sent a message a few minutes back to myself. Now, do you remember when we first landed on the helicarrier, after Spider-Man took down the gunship?"

Once Spike nodded again, albeit with a confused expression, Twilight smiled as she tapped the side of her head. "When I first sensed the presence of my crown, that was when I got my message from my future self. She told me her plan right before Spider-Man pulled me away from Sunset's attack." Spike scratched the top of his head as Twilight nodded. "At that point, I played along and waited for my future self to attack. It seemed she had enough time to give you two some backup."

Spider-Man chuckled, shrugging. "A time-traveling genius. I guess you're the latest version of Dr. Who or Dr. Hooves in this case? Or maybe Dr. Hoovesette? Please tell me you have a phonebooth time machine. That would totally rock."

Twilight rolled her eyes. "Focus, Spider-Man." The glow in her eyes returned. Twilight extended her hand to Sunset as it shone with violet energy. "Listen to me, Sunset. I can sense Osborn's negative influence within you. I can free you from his control."

Shimmer's eyes widened. "Y-You can…?" she asked, her voice cracking, but her pupils flashed to a blank shade of yellow before returning to its normal blue color. "No!" she roared, her voice returning to its former firmness.

Sunset raised her glowing hand high over her head, and that moment, a colossal dragon soared through the sky, his shadow blanketing everything under his body. It roared as it continued its flight to the other side of the helicarrier, sending quakes through the vessel upon landing. Spike barely managed to keep his balance whereas Twilight lost her footing completely, but Spider-Man reached out, capturing the girl in his arms before she could meet the ground. Shimmer took the opportunity to throw herself over the railing.

Sunset transformed in midair, and her wings flapped, allowing her to hover over the trio. "Don't get cocky! This is only the start! That stupid crown won't help you get far. The Green Goblin's Masters of Evil will tear you apart!" she snapped, clutching at her side afterward. Despite her pain, Shimmer found a way to smile. "Fin Fang Foom will deal with the other so-called heroes. I'll leave you three with a little parting gift!"

A short burst of light erupted a few feet from Shimmer's position. A figure fell and landed, the hull of the helicarrier bending under its weight. His breathing was ragged, strained, as he stood tall. His muscles were thick and structure was enormous, dwarfing Spider-Man and Twilight. He gritted his teeth, throwing his large hands over his head angrily. A conflicted expression was evident in his green eyes, but once Sunset Shimmer snapped her fingers, the green being's irises flashed yellow before he released a bellowing roar.

Spider-Man stepped in front of Twilight, groaning desolately. "Oh, no…"

"Hulk! Destroy these three runts and sink the helicarrier!" Shimmer cackled before flying off into the distance.

"Who is-?" Twilight managed, squeaking once Spider-Man yanked her frame into his arms in one swift motion. He forced the girl into Spike's befuddled grasp, prompting Twilight to shoot Spider-Man an equally bewildered glare. "Pe-! Spider-Man! What are you doing?!"

"Spike! Fly! Now!" Spider-Man yelled, forcing Spike to follow his instruction. They took to the air but hovered closely, refusing to stray too far from their friend. Spider-Man shook his head and pointed at the duo. "The Hulk is too strong! I want you two to keep your distance from him!" He ducked, narrowly avoiding a grab attempt from the Hulk, and waved the pair away. "Don't argue! Just do it!"

Spider-Man jumped back, dodging a double-armed, overhead smash, but the Hulk recovered, giving Peter a glancing backhand strike. The strength behind the blow was immeasurable, despite barely coming into contact. Spider-Man's body flew through three walls before sliding to a lifeless halt, face down against the cold metal floor. Hulk wasted no time, jumping through the holes he made until he landed directly over Spider-Man. He paused, hesitating, but he roared, his voice echoing throughout the vicinity.

Twilight's heart skipped a beat. "Peter!" She freed herself from Spike, teleporting to a hole in the wall. She peeked inside, her violet eyes widening at the horrific sight of the Hulk raising his arms over his head, preparing to smash Spider-Man into oblivion. "Oh, dear Celestia! No!"

Hulk growled. "HulksmashBug-Man!"


Princess Luna cringed, a sharp bolt of pain coursing through her chest. Celestia furrowed her brow, taken back from the sister's sudden change in demeanor. The princess of the moon shook her head and closed her eyes, attempting to calm her spiked nerves and smooth out the knot in her chest with labored breaths. Her eyes shot open, flashing with a bright light. An image of Peter appeared within her vision, but it was brief, ending as quickly as it began. The color in Luna's eyes returned, and the princess frowned, trotting to the other side of the room.

"The preparations are complete. I must leave immediately, sister," Luna sternly declared, the tip of her horn glowing with energy.

"Wait," Celestia calmly protested, stepping forward until Luna glanced at her from the corner of her eye. She stared intently at her sister, noticing how tense her movements were. Although Luna appeared as firm as usual, Celestia knew better. "Something is wrong. You must have sensed something."

Luna's gaze fell to the ground before she eventually nodded, hesitantly. "Yes. Something is not right. I fear something has happened to Peter." The glare in her blue eyes returned, the mare's concern evident within them. "I must hurry and ensure he is safe. I wish to be by his side right now."

Celestia smiled, lowering her head to embrace her sister. "Then go. I shall watch over Equestria in your absence." They parted, and the elder alicorn nodded. "It is as I thought. You have also formed a connection with Peter. You may not like to admit it, but Peter is special to you, more than anypony you have met in your entire life. The feeling stirring in your chest is the indication that I'm telling the truth." Luna turned, making certain her back faced her sister. The glow in her horn spread, engulfing her entire body in a bright light. Celestia held her smile, catching a glimpse of Luna's flustered expression. "Safe journey, Luna. Stay safe..."

In a bright flash of light, Luna's body disappeared from sight as well as several accessories scattered throughout the room.

Celestia lowered her head, a saddened expression filling her light violet irises. "Luna, Twilight, Spike, Peter, and Sunset Shimmer. The fate of reality falls on you all. Please come back safely."


? Days Remain - Thirty-One Days Remain until the portal closes…

"Wake up…"

Peter's mind grew fuzzy. The night of Twilight's princess coronation and Peter's rise to knighthood led to this, their unification. He stared deeply into Twilight's, glossy violet irises, inwardly admiring how beautiful the mare truly was. Time froze, allowing both ponies to revel in each other as they held hooves. A pink blush filled their cheeks, but they didn't mind, unashamed of the emotions they cherished.Thiswas truly the height of Peter's success. It wasn't the recognition he fought to earn from the world or the rise in status as he now held the title of knight and prince.

No. It was the love he gained and trust he earned from probably the best girl in existence. Twilight pulled Peter from a world that offered him nothing and gave him a second chance, a clean slate. Now he had friends, family, and someone he would willingly die for to protect. As long as Twilight was there in his life, Peter swore to protect her with every fiber of his being. He wouldn't fail Twilight the same way he did Gwen, not when he feltthisstrongly for his new love. It was probably taboo to think, but deep down, Peter loved Twilight more than Gwen. Twilight never judged him and acceptedeverythingabout him, something Gwen could never do.

'I won't leave you behind...'

The vision slowly dissipated from his sight, but Spider-Man's head spun, making it challenging for his equilibrium to balance itself. Hulk's fists came crashing down, closing in to finish the unaware hero.

Biting down her lip, Twilight inhaled deeply before screaming at the top of her lungs for a second time. "Wake up!"

His senses came rushing back into place at the sound of Twilight's voice. At the last moment, Spider-Man rolled out of harm's way, causing Hulk to leave a massive dent on the metal floor instead, but before the rage-filled monster could react, Peter flipped his feet over his head, landed vertically, and countered with an uppercut fierce enough to knock his attacker back. Hulk staggered, his breathing quickening as he gritted his teeth angrily. He rushed toward Spider-Man, but Spike landed between the two, swinging his large tail across the Hulk's chest.

However, the Hulk caught the appendage with his powerful arms, but before he could do any damage, Spider-Man landed on his shoulders and shot webbing into the green being's face. Hulk relinquished his grip on Spike's tail and clutched at the sticky substance on his face, yelling at its persistence to stay latched on. Spider-Man shot a strand of webbing across the room and zipped over to Twilight's position.

Twilight grabbed him by the arm as concern filled her eyes. "Can you cut that any closer?! I thought I lost you for a second."

Spider-Man chuckled, cringing at the ache that coursed through his body. "I like to keep you on the edge of your seat." He lowered his head, groaning in pain, but he waved his hand dismissively once Twilight readied to cater to his wounds. "No. I'm fine. We have to stop the Hulk first, but he's way too strong to fight head on with just the three of us. We've got to find a way to calm him down."

Twilight furrowed her brow. "I know a way to free him from Osborn's control." She straightened her tiara, making certain it was on properly. "I have my crown back. That means I can use the powers of the Elements of Harmony to cleanse the Hulk of Osborn's presence."

Spider-Man tilted his head to the side, alternating his gaze between Twilight and the Hulk. "You can do that without the others?"

Nodding, Twilight stepped away from Spider-Man. "Yes. I can still feel the presence of my friends. My connection with them hasn't changed despite how far away we are from each other. Our bonds are inseparable, and our spirits are forever linked by the strength of our friendship." A violet aura emitted from Twilight's body as she placed her hands together. Energy channeled into her palms, creating a sphere of whirling magic. Twilight threw her head back before the energy coming from her body created a small shockwave, but she stood firm, despite the quakes that coursed through her muscles. Straining, Twilight gritted her teeth. "I'm going to do my own version of the Harmony Ray. It won't be nearly as powerful as the real thing, but it should be more than enough to free the Hulk. I just need time."

Spider-Man gestured a thumbs-up. "Consider it done!" He flipped across the room, landing next to Spike. "Twilight's got a plan, but we have to buy her a little time. I want you to protect Twilight and make sure nothing gets close to her. I'll keep the Hulk busy."

The Hulk finally ripped the webbing from his face, clearing his vision, and his rage remained firm, evident by the glare he aimed at Spider-Man. Spike nodded, heeding Peter's advice. The dragon walked over to Twilight, spread his wings, and lowered them over her body, shielding her as he towered over her. The Hulk walked in Spider-Man's direction, tightening his fists with each step he took, and he quickened his pace to a hasty jog, prompting Peter to mirror his action. Once the Hulk was close enough, he threw a wild punch, but Spider-Man ducked underneath the blow and quickly grabbed onto his massive arm.

Using his momentum, Peter swung around and landed squarely on the Hulk's broad shoulders, remaining there in a squatting position. Hulk reached up, but Spider-Man wrapped his hands in webbing and shot several strands to the ceiling before pulling them together. Hulk attempted to pull his arms down, but Spider-Man delivered a series of punches to his unguarded jaw, finishing with a leaping double-kick to the center of the forehead.

Once Spider-Man landed on his feet, he continued his assault of punches, this time aimed for the Hulk's stomach. "Do me a favor! Be a cooperative little mountain and just go-!" he yelled before the Hulk freed one of his arms and punched Spider-Man in the chest, sending him flying into the nearest wall with a smack. Spider-Man groaned, holding his hand over his throbbing cranium. "...down."

Hulk freed his other arm before running across the room, and the moment he reached Spider-Man, he lowered his shoulder. However, Peter slid underneath the Hulk's feet, shot a pair of web strands onto the back of his ankles, and yanked with a great deal of strength, causing the green monster to fall face-first through the wall. The Hulk freed himself, turning sharply to grab Spider-Man, but Peter swung around his body, shooting webbing into his attacker's face.

Hulk reached for his enemy, but Spider-Man pulled his arm behind his back, webbing it tightly in place. Agitated, the Hulk attempted to rip the webbing from his extended arm with his free hand, but Peter flipped in front of his adversary, lunged forward, and tackled the monster to the ground, following up by unleashing a large array of webbing around his entire body with the exception of his head.

Once his web-cartridges had been depleted, Spider-Man exhaled and shook his head. "Sorry, Hulk. No smashing today."

Hulk's hand freed itself from the cocoon with a shrill, ripping sound. He snarled as he tore the bindings that held him prisoner away, and once his other arm was free, the Hulk roared, swiftly slapping his hands together. A shockwave rushed out, stinging Peter's senses to the core. Spider-Man's hands fell over his face as his scattered mind attempted to mute the high-pitched ring trapped in his eardrums. Disoriented, Peter could not defend himself as the Hulk drove his large fist into his torso, sending Spider-Man into the wall with enough force to imbed his figure in the steel.

The Hulk pulled Spider-Man free, only to throw Peter over his shoulder and into the ceiling. Before Spider-Man could recover, the Hulk jumped, slamming the smaller man through the ceiling. Both individuals landed on the second floor in a mangled heap. Peter groaned, the aches in his body having multiplied, and he could do nothing as the Hulk snatched him up and threw him through the hole in the floor, returning Spider-Man to the first floor. Bouncing off his back, Peter landed on his stomach and coughed roughly as he struggled to take in oxygen through his bruised chest.

"Come on, Spidey. Just a little more time," Peter whispered before the Hulk landed behind his position. Shaking his head, Spider-Man stole a glance across the room. Spike continued to shield Twilight, whose glowing figure emitted a light bright enough to match the sun's. "Don't worry, Twilight. I won't let you down. Oh, the things I do for love," he chuckled, planting his feet and forcing himself to stand. Spider-Man stood with his shoulders slouched, panting as the Hulk towered over him. "Hey, Hulk. How about you give me a handicap?" The only response Peter received was a straight punch, the blow sending Peter skidding across the floor until he stopped near Spike and Twilight. His gaze fixed on the ceiling, Peter fought back the reaches of unconsciousness. "I guess 'handicap' is another word for 'coffin' to you…"

The Hulk's breathing grew ragged. He stood back, shaking his head defiantly, but his resistance diminished, prompting the monster to step over to Spider-Man. Hulk reached down before pulling Peter up by the collar of his costume, holding him in the air. Gritting his teeth, a look of confliction filled his green and yellow eyes.

"Hulk no like fighting Bug-Man," he strained, rearing his clenched yet trembling fist back. "Bug-Man Hulk's friend, but Hulk still smash!"

"No!" Twilight screamed, causing a shockwave to erupt around her body.

Spike was blown back by the force, but he sunk his claws into the steel ground to keep himself from moving any further. Hulk remained undeterred, shifting his glare to the girl while keeping a sound grip on a limp Spider-Man. The color in Twilight's eyes was gone, hidden behind a glowing, violet light. The magic rushing from her body grew furious, sending strong gusts through the vicinity and leaving her cape to flap at its mercy.

Holding her hands out, Twilight snarled at the Hulk, her voice deep and distorted. "Put him down!" A second shockwave rushed out, blowing Twilight's hood from her head. The fury in her blank eyes was evident. "Now!"

Hulk frowned, furrowing his brow, but he opened his hand, dropping Spider-Man. "Fine," he growled, stomping forward. Roaring, the green monster sprinted toward Twilight. "Hulk smashyouinstead!"

With her arms extended to the side, Twilight levitated from the ground. The Hulk jumped into the air, roaring as he reached out for the girl, but Twilight disappeared, reappearing just inches from the monster the second he landed. She placed the tip of her fingers at the center of his forehead before he could react. The energy from her body rushed into the Hulk, causing him to glow like a beacon of light. The jewel on Twilight's crown emitted a light as she reared her free, glowing hand back.

She lunged it forward into the Hulk's chest, triggering a chain reaction of sorts in the form of an explosion. The Hulk screamed as he vanished in a cloud of smoke, a massive rainbow escaping from within to the outside of the helicarrier. A powerful shockwave knocked Twilight away from the explosion that occurred, but Spider-Man captured the girl in his arms before Spike emerged, shielding the pair with his large frame. The energy of the blast rushed out, consuming everyone in the vicinity.


Applejack's eyes shot open, her heart rate having sped up. She stepped away from her apple-bucking, directing her emerald gaze to the sky. She peeked down, her brow furrowing at a small weight around her neck, but the mare inhaled sharply, her sight catching the appearance of a familiar jewel.

"What in tarnation?" she murmured, stroking the smooth surface of her necklace. "Why do Ah have my Element of Harmony all of a sudden?"


"Huh?" Rainbow Dash blurted out. She glanced off to the side as the mailmare, Derpy, clumsily shuffled through her bag. Rainbow's rose-colored eyes widened as they spotted her old necklace materializing around her neck. Derpy, oblivious, continued to search through her mailbag, but Dash raised her brow, baffled at the phenomenon. "Where the heck didthiscome from?"


"What in the world?" Rarity cried out, stepping back from the stove with her royal blue eyes fixed on her necklace.

Sweetie Belle tilted her head to the side, keeping her seat at the table. "Why are you wearing that, Rarity?"

Her mouth agape, Rarity shared an equally perplexed glance with her sister. "I'm not sure…"


Pinkie Pie held her necklace gently in her hooves, all while keeping her gaze fixed on the outside of her window. Her entire body shook, quivering before coming to an abrupt stop, but her nerves were still on edge, perhaps due to the heightened state of her senses.

She nodded inwardly, refusing to relinquish her hold on her Element of Harmony. "It feels like a doozy. Something's wrong."


Fluttershy yelped, accidentally dropping a plate from her sink. It shattered across the floor, but the mare paid it no mind, all of her attention centered on the necklace that magically appeared over her chest. A warm tingling sensation coursed through her body, something that only happened when her friends were nearby.

Concern filled Fluttershy's eyes. "I hope everything's okay…"


The dust slowly settled within the helicarrier. Spike opened his wings and took a step back, allowing Spider-Man and Twilight to leave from under his body. Peter's masked lenses widened at the sound of the girl's deep intakes of breath. Large bags formed under her eyes, and her chest rose and descended rapidly, her exhaustion clearly evident. Twilight leaned her head against Spider-Man's chest with her eyes half-closed as he continued to hold her bridal style, struggling not to surrender to the grasp of unconsciousness. The muscles in her body grew weak. If Peter wasn't currently holding Twilight in his arms, she would have collapsed on the spot.

Twilight nodded off, shaking her head to maintain consciousness. "That took more out of me than I thought it would." Her glossy eyes peeked up to meet with the bug-like lenses fixed down on her. "Did it work? Where's the Hulk?"

Spider-Man and Spike directed their gazes toward the area where Hulk stood. A being stepped free from the cloud of smoke, the remnants of Twilight's magical energy falling from his scrawny figure. His skin was now pale, no longer green, and every shred of muscle on his body had vanished. The purple pants on his legs were baggy, barely able to stay on his waist. He fell to a knee, sweat pouring from his forehead, but his strength was sapped, leaving the man to collapse from exhaustion.

Spider-Man nodded as he let out a relieved sigh. "Yeah, it worked. Dr. Banner is back to normal." He chuckled, nuzzling the girl gently. "Way to go, Twilight." She giggled weakly, only able to nod a response. Spider-Man turned to Spike. "We should head back to the Sanctum Santorum before anyone-"

A series of blasts scattered across the floor, causing Spike and Spider-Man to recoil sharply. Iron Man soared into the room, extending his hands to Spike from midair. Missiles rose from his shoulder plates, each aimed at the dragon. Thor floated into the room gracefully from the destroyed wall, swinging his hammer in a circular motion upon landing. Captain America and Wolverine sprinted into the room, one with his shield poised while the other unsheathed his claws from his knuckles with asnikt. Spike stood with his eyes wide, alternating his green gaze between the four heroes. Fortunately, before they could lay waste to the dragon, Spider-Man stepped from behind Spike's massive body, revealing his and Twilight's presence.

"Hold it, guys! Spike's my friend!" Spider-Man declared, sharing a brief glance with the dragon before directing his gaze back to the group of heroes. "I know it's been quite some time, but it's me-"

"Spider-Man!" Iron Man cheerfully shouted, retracting all of his weapons back into his armor.

Captain America shook his head, keeping his shield close. "Careful, Tony. This could be a trap. How do we know it's really him?"

Thor stared intently at Spider-Man, his blue eyes piercing through his soul. "Aye. It has been several years since we have seen our friend. For your sake, I hope you are truly Spider-Man, for wearing his uniform without his consent is a high act of disrespect."

Spider-Man chuckled nervously. "Aw, so you guysdidmiss me. This whole time I thought you guys hated me."

Wolverine growled, walking up until he was inches from Peter. "Grr. You sound as irritating as Spider-Man." He slowly walked around the young man, taking a few sniffs with each step. After a few moments, Logan stopped in his tracks, his eyes wide as he stared at Spider-Man. If one looked closely, they could have spotted a ghost of a smile on the gruff man's face. "Well, I'll be damned. You reallyareSpider-Man." He paused. "I'd better make sure though. Who served us roast and pie?"

"My aunt. You were in my house," Spider-Man stated, glancing off to the side. "That was weird, by the way."

Iron Man's mask lifted on its own, revealing the features of Tony Stark. "No, kid. What's weird is that you disappeared for four years and came back with a giant pet dragon."

Spike frowned, pointing at the armored man defensively. "I'm not his pet. I'm his little brother."

Tony blinked. "Oh. And it talks. That's… unexpected."

Tilting his head, Spike looked at Tony questionably. "Of course I talk. Do you think I'm stupid or something?"

Spider-Man shook his head, directing his gaze to Captain America and Thor. "There's a lot I need to brief you guys on. I can also tell you what's going on with Norman Osborn. Doctor Strange and Twilight can help explain what's going on, too." Spider-Man's masked lenses widen slightly as a small sound reached his ears. He peeked down and found Twilight fast asleep in his arms, her level of breathing indicating her slumber. If not for his mask's design to hide facial features, everyone would have seen Peter's lips curl into a warm smile. "I would introduce you all to my girlfriend, but she's exhausted after taking down the Hulk."

Tony stepped forward, placing his hand over Spider-Man's shoulder. "Well, we can't let the lady sleep here. Plus, I doubt the helicarrier would make for a good headquarters right now." Tony glanced off to the side. "Jarvis. Prepare a few rooms at Stark Tower. We'll be having guests tonight. Also, give Stephen a call and tell him to come to Stark Tower in the morning." Nodding, Iron Man motioned his hand to everyone around him before walking off. "Follow me, and stay in a single file line. We have alotto talk about in the morning."

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