• 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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Darkest Before the Dawn, Part II

Chapter Fifty-Three "Darkest Before the Dawn, Part II"

Twenty Days Remain until the portal closes…

Two Hours Remain…

Rhino surged ahead of the group and Spike rushed to meet him in a head-on collision. They slammed together, but Rhino had more than enough momentum and leverage to send Spike crashing through a stone wall. Both titans fell into the street, forcing their way back to a standing position. Rhino lifted a car high over its head and slammed it over Spike's body numerous times, continuing until the vehicle was reduced to a crumbled heap. Dazed, the dragon couldn't react as the machine ripped a streetlight from the ground and swung it into his face, sending Spike hurtling across the road and into a truck.

Luna had gained altitude while Peter had been talking in preparation for the coming fight. When Electro shot towards the woman, Luna raised her hand and fired a magical beam at the blue being. Electro's body released a wave of electricity, canceling out the incoming attack, and he quickly flew through the opening Rhino made, forcing Luna to pursue. The princess spun at the last second to avoid a bolt of electricity before landing on her feet. The electricity around Electro's body spread out, causing several lights to explode around him. Luna frowned, folding her arms before levitating into the air. Electric bolts pierced through the sky, but a shield formed around the woman's body, deflecting each attack.

"You are living energy, are you not?" Luna calmly asked, holding her hand out. Electro froze, his eyes widening before his body dissipated. The electrical currents spiraled into an orb, hovering over the palm of Luna's hand. Electro's eyes appeared as the ball of energy glowed, and Luna gritted her teeth, the color in her eyes fading behind a bright light. "You are a fool. I shall banish you into the deep reaches of space!BEGONE!" Spinning around, the princess flung the orb into the sky. Moving at an incredible velocity, it rocketed through the clouds and sped through the atmosphere, disappearing far beyond what the eye could see. Luna scoffed. "You will never hurt Peter as long as I draw breath. Be certain of that."

Luna's eyebrows shot up as she disappeared in a flash of light. Rhino was too intent on trying to smash Spike's skull in to realize that Luna had suddenly appeared behind him. The raised fists that were trying to crush Spike's skull were quickly enveloped in Luna's magic, trapping Rhino. Spike's world had stopped spinning so he rose to his feet, snarling before unleashing a wave of emerald flames. The fire melted through Rhino's armor, but the machine continued to fight, stomping ahead. Spike slammed his claws into its head, and Luna followed, piercing the machine's chestplate with a magical bolt of energy. Rhino collapsed in a pile of twitching metal.

Kraven, with two machetes in hand, sprinted forward before flipping over Wolverine's head. Upon landing, the man slashed, but Logan used his claws to parry the blades. Kraven followed with a thrust, forcing the X-Man to catch the machete between the claws of his free hand. The hunter delivered a kick into Logan's abdomen, knocking the mutant back. Kraven sheathed one of his blades and reached into his pouch, tossing a ball at his opponent.

The orb expanded, taking the form of a steel net, but Wolverine sliced through the trap before it could even hope to ensnare him. Kraven closed the distance in a flash with a wide slash, but Logan stepped back, narrowly avoiding the blade as it sliced into his cheek. Blood dripped from his face and fell onto the floor, but the wound mended itself, healing as if nothing had occurred.

Kraven smirked, licking the blood from his blade. "I have been dreaming of this opportunity. To hunt the legendary Wolverine!"

"Yeah? Well, keep dreaming!" Logan snarled, retracting his claws before slamming the back of his hand against Kraven's forehead. Wolverine reached out and snatched the hunter by the collar before headbutting the bridge of the man's nose. Kraven staggered, unable to react as Wolverine finished his attack with a straight punch. Dropping to his knees, the hunter fell on his back, and Logan stood over his unconscious frame, cracking his knuckles. "I'm the best there is at what I do."

Wolverine turned around, only for a vibrational blast to collide with his chest. Logan rolled across the floor, slamming through a stone wall before flying into a car. Shocker extended his arms, allowing his gauntlets to glow before sending out a second wave. Sunset Shimmer appeared in front of Wolverine in a flash of light, projecting a shield to block the attack, but the vibrations soon morphed into tremors, causing the girl's defense to burst. Before the attack could connect, Shimmer and Wolverine disappeared from sight. Sunset reappeared over her foe, slamming her feet into Shocker's chest, but her body quaked, trembling profusely as vibrations rocked through her body.

Shimmer flew back, crashing through a wall of glass before rolling back to her feet. Wolverine shook his head, staggering back to a standing position. Luna scowled, extending her hand. Shocker paused, stammering as his body levitated off the ground. The princess held him in place, even while Shocker fired several vibrational waves in her direction. Flicking her wrist, the man was launched into a car, leaving a massive dent in its door. Shocker was pulled free, only to be sent flying into a streetlight. Luna pulled the criminal close, pausing to place her hands over his gauntlets. The devices broke apart, falling over the ground before Luna reared a fist back and slammed it against Shocker's jaw.

Dropping the man, Luna faced the others with her scowl still intact. "We are wasting time."

Vulture flew across the room, narrowly missing his targets as Black Cat flipped to the side and Twilight stumbled out of harm's way. The princess forced herself from the ground, vanishing out of sight before her flying opponent could circle back around. Vulture nose-dived toward Felicia, but she pounced onto the older man, perching herself on his shoulders in a piggyback fashion. Squawking defiantly, Vulture spun several times in a desperate attempt to free the woman from his being, but Felicia held on by digging her claws into the man's body. Losing control, the older man crashed into the street. Black Cat flipped from her position and landed safely before she could meet the ground as well.

Vulture groaned, peeking up to find the heroes surrounding his position. He prepared to stand, but Luna placed her foot over the back of his head, slamming the older man's face into the concrete with a vicious crack. She stood tall, paying no mind to the stares her cohorts were aiming in her direction. Luna lifted Vulture from the ground with her magic and tossed him over to where Rhino, Kraven, and Shocker laid. Twilight appeared next to the Princess of the Moon in a flash of light. Luna's demeanor stiffened, evident by her deepening glare, but her gaze softened, the woman letting out a disgruntled sigh.

"Princess Luna?" Twilight called out, placing a hand over the woman's shoulder. Luna's glare returned, prompting the girl to remove her hand. "Are you okay?"

Luna cleared her throat, walking past Twilight until her back faced the group. "It is nothing to concern yourself with."

Logan turned his gaze to the sky. "You must be pretty pissed to shoot someone out into space."

Luna snarled, her eyes glowing momentarily. "Mind your tongue,dog. Least you want to suffer the same fate!" Blinking, the woman shook her head. She walked past everyone, keeping her gaze away from her cohorts. "The being made of electricity will live and return under his own power. Eventually. I digress, where is Spider-Man?"

Twilight cringed at the harsh tone the princess carried, but she pointed at the entrance of Oscorp. "He's still inside fighting that lunatic. We should hurry and-" A fiery explosion erupted from inside of the building, its shockwave shattering every window in the vicinity. Slack-jawed, Twilight stared at the entrance. "What's going on in there?! Can't he do anything without getting into trouble?!"

Shimmer shook her head. "Doesn't matter. Let's hurry, before those idiots destroy what we came here for."


"Hello! I'm the ghost of Christmas Kick Your Ass!" Deadpool cheered, throwing a series of slashes before shifting into an assault of thrusts with his swords, but Spider-Man's flexibility and Spider-Sense allowed him to duck underneath each attack and twist away from certain impalement. Deadpool flipped into the air, tossing a grenade at the vigilante's feet. "Pineapple surprise!" Spider-Man shot a strand of webbing across the room and slingshot himself to the wall before the device detonated and engulfed the immediate area in fire and shrapnel. Deadpool retrieved his handguns and fired maniacally, sending a barrage of bullets on Spider-Man's trail. "Bang! Bang, bang, bang! Bang, bang, bang, bang!"

"Just because you shout doesn't mean it'll work!" Spider-Man yelled, hopping over the first wave of bullets. He slid underneath the second, managing to throw his weight into the air from his prone position before the third could connect. "Besides, if you're going to name your attacks, be more creative! 'Bang' doesn't grab people's attention." Spider-Man shot several balls of webbing onto the guns, ceasing their immediate fire. "Forget what I said. Naming your attacks is the lamest thing you could do! I tried telling Ryu and Chun Li that, but they didn't listen to me!"

Deadpool giggled, immediately screaming after Spider-Man's fist crashed into his jaw. He staggered back, rubbing the stinging sensation out of his face. "Ouchie! Painful Utterance!" Deadpool paused, shaking his head. "Yeah. You're right. Naming everything does sound stupid." Wade slapped the yellow button on his belt once Spider-Man was a few feet away, preparing to deliver another strike. "Bamf!" He vanished in a flash of light, appearing behind Peter with his swords drawn. "It's gutting time!"

'That's even less creative. You're better off screaming Hadoken for the whole chapter.'

'Don't you mean Shoryuken?'

Spider-Man skipped back, narrowly avoiding Deadpool's attack with each step. "Man. You're crazier than a soup sandwich. I think you need to take a little nap." Peter reached out, capturing Deadpool's wrists in his hands. Before the mercenary could react, Spider-Man snatched the swords from his grip and slammed them into the ground before twisting the handles, breaking the blades. "I know you're a mercenary and all, but you do know Osborn can't be trusted, right? He'll just betray you like he did Sunset Shimmer."

Deadpool vanished a second time once Spider-Man leapt over with a diving kick. "Oh, you mean the main villain from Equestria Girls? By the way. Hated it! It didn't have enough Pinkie."

'Sunset Shimmer was just a carbon copy of Nightmare Moon anyway...'

'A high school alpha chick. How original. I'll still take her over Flash Sentry anyday. Or was it Brad? Eh! Doesn't matter!'

'That's only because she has boobs.'

'Very true.'

Wade appeared with a machine gun in hand, forcing Spider-Man to dodge his fire. "Anyway, she's due for a heel-face turn. But enough about that, I see you're dating a little girl's happy dream pony! I wish I could too! Zoophilia is all the rage nowadays! I'm not judging you. I would totally do Pinkie. No, wait. You're a pony, so it's perfectly okay." A strand of webbing came into contact with the gun, expanding on impact. Deadpool discarded the gun, reached into his pocket, and tossed every grenade in his possession after Spider-Man. "Anyway, I totally support Parker x Sparkle! I just hope you don't make a deal with Mephisto like the 616 version of you did and trade your relationship for-! Wait! I'm not supposed to bring that up either!"

Spider-Man closed the gap, elbowing Wade once he was within range. "Okay. You've been rambling like crazy! Just what in the name of Odin's Beard are you talking about?!" Peter delivered a swift backhand and followed with a spin kick, sending Deadpool spinning across the floor. "Besides, what idiot would make a deal with the devil? Not me! That's for sure!"

'Well, Quesada thought he would.'

'Speaking of which, does this mean I can ask Mary Jane out? I love me some redheads.'

'Sure. Why not? Twilightisthe Mary Jane in this Spidey's life. That means the real Mary Jane is single.'

'Sweet. I always wanted to date a supermodel!'

Deadpool hopped back to his feet, pressing the button of a small device in his hand. "Hey, Spidey! It's ablastseeing you again!"

Spider-Man skidded to a halt, groaning at the blaring alarm going off in his head profusely. "An explosive-related quip? Really? We're sinking that low?!" A series of beeps echoed throughout the room, and small red flashes of light were spotted, scattered across the room. "You're putting me on the spot. How's this? It reallyburnsme up when you do stupid stuff like this-!" Peter managed to blurt out before explosions spread out, engulfing several areas in flames while some destroyed numerous support structures. Spider-Man hopped from the wall of the fire and slid into the manhole Deadpool had escaped into, tossing the mercenary out before running from approaching explosions. "You suck, Deadpool!"

Deadpool chuckled, aiming his guns once he rolled to a kneeling position. "Oh, come on, baby! You know you missed myexplosivepersonality!"

'God. This is just painful.'

'We'd make Arnold Schwarzenegger proud.'

Spider-Man landed on the side wall, sprinting as Deadpool resumed fire. "Stop stealing my jokes! Bad puns aremything! You just be as crazy and sporadic as possible!"

'He's right. You're stepping out of your element. Just talk to us and the readers. You'll make a lot more sense then.'

"My cameo's not going to last much longer! Let's step it up!" Deadpool shrieked, oblivious to the surrounding, spreading flames. Spider-Man stumbled, hopping from the ceiling once his sixth sense triggered. An explosion detonated, its shockwave sending him flying into the ground. The tremors in the room knocked Deadpool to the floor as well. Before long, the entire room shook, the floor giving way as it until it crumbled into chunks of marble. Deadpool's masked eyes widened as his feet sank into the floor. "Maybe I didn't think this through."

Spider-Man stood, only to fall with the floor as it collapsed. "You think?!"

'I must admit. Thisisone of the dumbest things you've done. Healing factor or not.'

'It seemed like a good idea at the time.'

The entire foundation of the room collapsed. Spider-Man and Deadpool fell, clinging to whatever objects they could find. Gravity proved too much of a match, evident by the massive array of falling chunks of stone and fire. Spider-Man landed on his feet, bouncing from a piece of stone to an airborne desk before flipping to the ground safely. Deadpool landed near his position, only for several large pieces of stone to crush his body underneath flaming rubble.

Peter cringed, feeling a small burning sensation eating at his back. He removed his armor, specifically his helmet and chestplate, and the young man groaned at the source of the problem. Pieces of burning shrapnel were imbedded into the back of the chest plate, no doubt coming from the last explosion. Spider-Man removed the last of his armor until he was only garbed in his classic red and blue attire. Deadpool pulled himself from the wreckage, his limbs popping and regenerating back into place.

"Well, there goes the prototype. I'll have to make some adjustments to the original design when I get back home," Peter droned, tossing the armor over his shoulder. Deadpool hopped, doing a split in midair before landing. Suddenly, the mercenary moonwalked to the other side of the room, and Spider-Man watched the sight with his masked eyes furrowed, not flinching as a piece of the ceiling and floor fell near his position. "Gee, Deadpool. You sure know how to bring down the house."

Deadpool shrugged, placing his hands into his pockets as he continued to moonwalk. "That's what makes my cameos the best!"

'I'm curious. I should ask Spider-Man if ponies have boobies. With a harem like his, he should be swimming in jugs.'

'You've been thinking about this for a while.'

'So what if I have?!'

'Keep it T-rated, Wade. By the way, ponies have teats. You know. Crotchboobs."

"Kinky."

"Just ask Peter. He's plowed Twilight enough to make a kid at this point.'

"Oh! Spidey! I hope you have a healthy baby!" Deadpool cheered, clapping his hands together happily.

"Huh?" Spider-Man tilted his head to the side.

"You'll find out in a few chapters! Anywho. Back to business! Of course, you realize this means war!" Deadpool barked, pressing the button on his belt, but an electrical short escaped from the device, causing it to explode. "Curses! Foiled again!" he managed to cough out as his body was sent hurtling into the air. Deadpool spiraled toward the ground, and Spider-Man, with nothing held back, drove his fist into the underside of Wade's jaw. The mercenary's head slammed into a piece of stone, and Deadpool collapsed, falling to the ground. "I still get paid though… right?"

Spider-Man shook his head, staring down at the unconscious mercenary. "Sorry, Wilson. We won't be seeing each othereveragain." Peter turned, stopping in his tracks once he peeked up and found the others with their sight centered on him. Spider-Man alternated his gaze between Deadpool and his team, specifically Twilight, who shot a glare in his direction. "Whoa!Hedid it!"

Shimmer exhaled, tapping the watch over her wrist. "If you're done wasting time, climb up and let's get this mission started! Or else, do you want to draw more attention to yourself and blow this operation?" She faced Twilight, extending her hand with a bemused glare. "This is your boyfriend? How do you deal with someone like that?"

Twilight shrugged. "Spider-Man means well. He's just... haphazard in his approach."

Spider-Man sighed, placing his hands over his hips. "Why do I even try?"

Luna folded her arms before walking to the other side of the room. Twilight slowly followed her, pausing to wait for Spider-Man to join her side. Shimmer handed a device to the young man, who in turn offered it to his princess. Logan, Black Cat, and Spike approached a doorway adjacent to the one Luna and Twilight stood within.

Shimmer took Spider-Man by the hand, pulling him close until her mouth hovered next to his ear. "Keep in touch. Let's not stay here for too long."

Peter chuckled. "Concerned? I didn't know you cared."

Shimmer scoffed, allowing a smirk to form on her face. "Don't get your hopes up. I can't get my revenge on Osborn if you get half of our firepower killed." The expression on her face hardened, yet the concern in her blue eyes was apparent. "Seriously. Be careful, and keep an eye on Princess Luna. She seems on edge."

Spider-Man paused, stealing a glance at the princess of the night. "Luna? She seems normal to me, but I'll talk to her." He patted Shimmer on the shoulder before breaking away. "Don't be a stranger." Peter faced both princesses. "Autobots. Roll out." Twilight's hand was swift, striking the back of Spider-Man's cranium. Peter grumbled. "Fine. Miss Amazon and Little Dwarf…"

Twilight pouted, whining. "I am not short!"

Luna frowned, her brow furrowing. "I apologize for not understanding the reference."

Spider-Man chuckled, leading the way as both women followed. "If Wolverine is taller than you, then you're short. It's not a bad thing. And Luna. Amazon is a word describing a tall female warrior."

"Is it a compliment?" Luna asked, her gaze falling on the ground.

"I like tall girls, so yeah. It's a compliment- Ow!" Spider-Man chuckled before Twilight punched his arm. "I like short girls too, especially my shorty, short stack girlfriend- Ow!"

Twilight exhaled, rubbing the aches from her knuckles. "The sooner we turn back into ponies, the better. The short jokes are getting old really fast." The girl moaned, rubbing her fingers over her forehead. "HowdidI get so short? We were nearly the same height as ponies!"

Peter scratched the back of his head. "So you admit that you're short? Admittance is the first step to- Ow!"

As Twilight struck the back of Peter's head once more, Luna bit her lip, fully aware of the rising temperature in her cheeks. The compliment was silly, yet the princess felt a growing sense of warmth spreading through her. Her previous agitation seemed to have diminished, although some remained firmly intact. Luna followed, attempting to ignore her feelings, but the task was proving impossible, with the violet obstacle standing between her and true happiness. Folding her arms over her breasts, the princess closed her eyes and dropped the subject, at least for the immediate moment. She only wished her face would stop burning.

While the trio went down their respective paths, Shimmer's frown resurfaced, and the girl walked past her group, entering her doorway. "What are you losers gawking at? Stop standing around! Let's go!"

Wolverine was slow to follow, pausing to steal a glance at Spider-Man and the two women by his side. He sniffed the air, frowning. "Something doesn't smell right."

Shimmer rolled her eyes. "We're in the enemy base. Of course something stinks. Come on."

Logan growled, eventually succumbing to the girl's demand. "Right."


Thirty Minutes Remain...

Shimmer led the way through the halls of the corporation, alternating her gaze from the path ahead to the device on her wrist. "We're almost there." Eventually, the group stepped before a large double door, its height matching Spike's. Sunset Shimmer furrowed her brow as she scanned the door, and her eyes widened once she found a numeric pad on the side. The girl typed a combination into the lock, only for the door to reject her request with a buzz. Shimmer kicked the door, exasperated. "Typical. They changed the password." Taking a knee, Shimmer pried the pad from the wall with her magic and untangled a set of cords within. "I can hack the system. Just give me a few minutes."

Snikt!Wolverine unsheathed his claws and approached the sealed door. "We ain't got a few minutes." Logan drove his claws through the steel, slicing away until an opening was made. He stuck his head inside, pausing to sniff the area before giving Sunset an affirming nod. "Room's clear."

Shimmer slowly made her way back to a standing position. "Well, well. I am impressed." Logan entered the room first, prompting Sunset to face Felicia and Spike. "Cover the door. We'll be right back." The dragon and woman nodded, allowing Shimmer to follow Wolverine inside. The room was wide, countless machines scattered throughout, but one in particular stood out, placed near the corner of the area. Shimmer vanished, reappearing in a flash of light in the seat near the computer. "The files should be here. Watch my back." Wolverine merely nodded, standing a few feet behind the girl with his back facing her. Her fingers pecked away at the keyboard. "Hey, Wolverine. There's something I wanted to ask you."

The request was sudden yet softly delivered. Logan stole a glance from the corner of his eye without turning around, finding Shimmer never averted her gaze from the computer screen. "What is it, kid?"

Shimmer was slow to respond, perhaps for several reasons. Lines of text filled the screen before a new window appeared. "Why are you trusting me? I could be leading you into a trap."

Wolverine folded his arms over his chest. "It wasn't my decision. Spider-Man felt you deserved a second chance. I'm just going with what he wanted."

"Is that right? Well, whatever," Sunset declared, her tone condescending. "That idiot should be careful. Not everyone deserves a second chance."

Wolverine huffed. "Are you one of those people?"

Sunset glanced off to the side.


Shimmer stood clamped in irons, refusing to free her gaze from the ground. The room was small and dark, no light able to enter due to the lack of windows. Not even the presence of the Sun Princess could lift the sense of dread from the room, sadness filling her light violet irises. This was a trial, one of the utmost importance. Sunset Shimmer had committed several crimes. She stole royal property, aided a felon, attacked two members of the High Council, threatened the livelihood of two worlds, and performed high levels of magic without consent.

These alone were worthy of exile or lifetime imprisonment, but what stood out the most for Sunset Shimmer, at least in her humble opinion, was the betrayal of her teacher's trust. The mare sighed, a great weight pulling at the center of her chest. It was painful, empty yet immense. Somberness plagued her features. She deserved the worst punishment. All Shimmer could do was wait for Princess Celestia's verdict.

Celestia stood over the mare, her tall figure overshadowing that of her former pupil's. "Sunset Shimmer."

Shimmer closed her eyes and huffed. "I know what I did. If you're going to punish me, get it over with." Her tone was harsh, repelling. "I have nothing to say to you."

Celestia bit her lip, recoiling at Sunset's demeaning response. "I do not wish to punish you. I want to understand you. What drove you to commit these crimes?"

"Does it matter? I made a deal with a psychopath and paid the price. I underestimated his power. What's done is done," Sunset scoffed, glaring at the ground.

Celestia frowned, shaking her head. "Of course it matters. Don't throw your life away. In spite of what you may think, I never stopped caring for you. You were my prized student, but more importantly, you were the daughter I never had. Even now, I am disregarding my professionalism and following my heart. I am desperate to make amends with you." She lowered her head until they were a couple of hoof-lengths apart. "Why do you hate me?"

Those words ignited something within Sunset Shimmer. Some time ago, it would have been anger or frustration gnawing away inside of her. Now, though, she felt sorrow and guilt. Osborn had taken away all of her hatred. Nothing could ever compare to the countless beatings or the mental scarring that monster inflicted upon her physical and spiritual being. Shimmer felt a soreness spread throughout her chest. She had suppressed these accursed feelings for years. Her eyes filled with fresh tears. She could finally find closure, but Shimmer gritted her teeth, shaking her head defiantly. She couldn't bring herself to do something like that. Not yet.

"Don't give me that!" Shimmer cried out, slamming her hoof into the ground. "I was never good enough for you! I worked so hard, but it was never enough! You refused to make me a princess and turn me into an alicorn!" The mare lifted her head and finally met Celestia's gaze with a tear-stained face. "You always promised that we were friends, but you kicked me out of the school! Oh, and you didn't waste any timereplacingme! I was never your friend! I wasexpendable!" She whined, choking on her voice. "You made your new apprentice a princess and an alicorn. What's worse? You even made an outsider a member of the High Council before even considering me as an option! What do they have that I don't?! You hatedme, and you still do!"

"Enough!" Celestia bellowed, her voice bouncing off of the walls. Shimmer cringed, her gaze shamefully returning to the ground. The alicorn was slow to continue, pausing to level her breathing. "Sunset, why do you not understand? I was proud of you. You were my best student, but it wasn't for your skills or power. I was proud because you were an exceptional pony, but you grew arrogant and forgot my teachings. You disregarded my authority and looked down on everypony around you."

Celestia backed away and stared at the ceiling. "I didn't turn Twilight into an alicorn. Anypony can ascend under their own power, but only if their heart has become truly worthy of it. You have always failed to understand that. That's why I couldn't bring myself to make you a princess. You weren't ready. You were too power-hungry and selfish. As long as your heart is filled with such negativity, you will never transform into an alicorn. The choice to ascend is neither your decision nor mine. Only your heart can decide for you."

Shimmer's brow lowered. "My heart. So, I have been blaming you for nothing the entire time. It's always been my own fault." The mare's hoof trembled. "How could I have been so stubborn and refuse to see what was going on?"

Celestia gritted her teeth, desperate to keep her spiraling emotions under control, but tears rolled down her cheeks, dripping from her chin. "You reminded me of my greatest mistake. I didn't want to fail you like I did with her. I meant only to suspend you from the school temporarily, but you never gave me a chance to talk with you about it. I wanted you to learn what it meant to use your power selflessly, to treat everypony as an equal despite your change in status. That is the difference between yourself, Twilight Sparkle, and Peter Parker. They understand what it means to use their power responsibly without forsaking those closest to them."

Celestia paused, managing to hold eye contact with Shimmer. "I know as long as they have each other and cherish their friendship with everypony around them, I will never have to worry about them losing sight of what's important."

Sunset Shimmer frowned, glancing off to the side. "Of what's important..."

Celestia nodded. "Yes. It is my fault. I made the same mistake with you that I nearly made with Twilight. I had you focus more on your studies and waited too late to have you socialize with others. Twilight is still learning about friendship to this day. It's not too late for you, Sunset."

Celestia watched the mare with a calculating glare. Those mere seconds felt like hours, lost in an eternal river. Shimmer wanted to understand her teacher, to ask what she meant exactly, but she was not in a position to speak. These were not the days of old. They were not teacher and student anymore. However, the chains on Sunset Shimmer's body glowed before suddenly falling to the ground. Celestia's horn emitted a bright light, causing magical energy to envelope her former student's being.

"Return to Earth and observe Twilight and Peter. In time, I believe the answer will come to you, and you may begin to understand what I'm trying to teach you," Celestia warmly stated, her pouring tears somehow matching her earnest smile. "We will continue your trial once you return. Aid them. Help everypony cleanse the world of the evil Norman Osborn has wrought." The alicorn sniffed, her bloodshot eyes never leaving Shimmer's gaze. "I hope that one day you will forgive me, Sunset. May the stars guide you back to Equestria safely." Shimmer's vision was compromised, the surrounding light too great to see through. Yet, her ears perked and heart wrenched, Celestia's wavering sobs heard as vividly as the thoughts in her head. "I'm sorry..."

The pain in Shimmer's chest was too great to ignore. The journey to Earth was long. Sunset slammed her eyes shut and cradled against the light, sobbing. "I'm sorry, too..."

She could never forgive herself.


"After the way I hurt my first best friend? No. I don't," Shimmer murmured below the hint of a whisper, inaudible to Wolverine's ears. Before she could go further, the computer chimed, its screen brightening. Shimmer opened the window, a confident smirk forming on her face. "Perfect. I found the Discord schematics. I'm downloading them now." She continued to type, in turn causing two new windows to appear. Shimmer opened the first, her eyes widening. "Whoa. I had no ideatheseschematics were here. Maybe we can use this to our advantage as well."

The files downloaded successfully, leaving Shimmer with one file to investigate. Brushing a strand of her crimson locks behind her ear, the girl opened the window and scanned through the page. The information filled the screen, and Sunset involuntarily inhaled sharply, staring at the computer with her mouth agape.

"By the stars! This is-!" Shimmer promptly stood, knocking her seat to the ground. Logan turned around, only in time to see Sunset yank her flash drive free from the computer and fired a magical bolt of energy through its screen. "We need to get out of here. Now." She sprinted out of the room, Logan managing to stay close. Sunset stopped in her tracks upon rendezvousing with Spike and Black Cat, pausing to hold the button on her device in her ear. "Twilight! Come in! Twilight!" After a few moments, Shimmer exhaled and punched the wall. "Damn it! Something's jamming the signal near their position. We have to catch up to Princess Luna and the others before it's too late!"

Spike tilted his head to the side. "Too late? What's going on?"

Logan's frown deepened. "You saw something you didn't like in that computer. What was it?"

Shimmer shook her head. "Two things, and they're both bad. I saw what Osborn intends to do with his new power, but we'll deal withthatlater. Right now, we have to keep the others from reaching the basement."

Black Cat stepped forward. "They're probably already there. Did you find out what Osborn was keeping in that room?"

Sunset gritted her teeth, nodding. "Yeah, and it's nothing good. Come on!" Shimmer ran across the corridor, prompting the others to follow. Beads of sweat fell from her forehead. "Get the lead out! If we don't hurry, Osborn will be theleastof our problems!" She managed to force the lump in her throat down with a rough swallow. "We aresoscrewed."


Fifteen Minutes Remain…

Spider-Man lifted the steel door, holding it in place over his shoulder. "This place feels like a dungeon. I totally wish I had a strategy guide right about now," he strained, maintaining his position while Twilight and Luna walked past him and into the room. Spider-Man shifted his weight and lowered the door before following both women. Twilight ventured ahead, all while gawking at the advanced machinery around her, but Luna kept her distance, unaware she was staring intently at the younger princess with a venomous glare, as if trying to bore a hole through the girl. Spider-Man placed his hand over the woman's shoulder, freeing Luna from her self-induced trance. "Hey. Are you okay?"

Luna chastised herself. She should not have borne ill-will towards Twilight. This was the same pony who saved her from an eternal curse and became her first friend in eons. Twilight had done nothing wrong. If anything, she envied the girl. Luna paused, remembering this sense of agitation. It was similar to the way she felt about her sister before the darkness took hold, but this was different, not as volatile yet more personal. Love was a fleeting emotion, something Luna never dared to partake in for countless eons, but here she stood, begging for it to consume her.

Peter was just a stallion, a simple-minded one, but Luna was attracted to him, craving his attention despite how often she ostracized him. He remained positive, never finding anything negative to say. It made Luna long for the outworlder more, but it was her own fault that things came to be as they are now. She should have confronted him, embraced him, allowed him to see her true feelings. Luna clutched at her chest. By the stars, she should have kissed him. Even now, that's what she wanted most of all. Luna's teeth grinded to the core. But she didn't, her foolish pride allowing Twilight to take what was rightfully hers. Luna's eyes flashed for a second, emitting a bright light before returning to normal.

She recognized the swelling magic building within her sister's apprentice. It was a gentle flurry, of life taking form. The essence was all too familiar, half of it belonging to one Luna longed to embrace. Twilight was carrying Peter's child! Luna's breathing shallowed. That right should have been hers. It washerbaby, but Twilight stole it from her! She was a fool, too brazen to see what happiness Peter would have brought to her lonely existence. Luna hated herself just as much as she wanted to hate Twilight.

Luna's eyes widened at the harsh thoughts echoing inside of her head. "What? I don't hate…" She muttered before glancing to the side and realizing Peter had not left her side. Despite wearing his mask, the princess could practically feel his eyes on her being. "I apologize." Her trembling hand fell over her burning forehead. "I don't know what's come over me." Her voice wavered, gentleness filling it so. She turned her gaze to the ground. "I do not mean to worry you. Please forgive me. I just-"

Spider-Man squeezed Luna's shoulder gently. "Whatever's wrong, you can talk to me about it. We're friends, right?"

Friends. Is that truly all? I want so much more from you.

Her words fell into her throat. Luna's heart begged for her to continue, to tell him the truth, but her mind remained steadfast, knowing it was not possible, not as long asshewas around. Luna gritted her teeth, her clenched fist trembling under her grip. Her thoughts were growing more violent. This was strangely similar to Nightmare Moon's thoughts, but this was different, her desires growing more malevolent, possessive. Peter was at the center, providing a sense of warmth, but Twilight was there as well, filling Luna with the isolating chill of the Hearth's wind. Her tears resurfaced, forcing the woman to lean against the nearest wall for support. This was not right. Luna adored Twilight as a friend. These thoughts were not her own, not entirely.

She threw her forearm over her face and shook her head, even as Peter placed both hands over her shoulders. "I just need air. I will be fine."

The woman refused to lift her gaze, adding to Peter's concern. "Luna…"

"Spider-Man!" Twilight called out, unknowingly interrupting her knight. Peter turned, finding his princess with her gaze aimed skyward on the other side of the room. She pointed at something perched on the ceiling. "There's something up there."

"R-Right. Coming!" Spider-Man hesitantly replied, returning his gaze to the other woman. "Luna. I-"

Luna lifted her head. Her hair concealed her eyes, leaving only the lower half of her face exposed. Her smile was small, if not forced. "Go. I shall watch the exit." She nodded before slowly walking to the entrance, keeping her back turned to the young man. Once a proud warrior, now she was nothing but a cowering female before a male. This was a true testament, showing how far Luna had fallen for the Outworlder. "Go," she declared once more, her voice deepening with returning authority before it wavered, falling to a choked, inaudible whisper. "Please."

Spider-Man did as he was told and walked over to Twilight's side, slowly directing his gaze to the source. "All right. What'd you find?"

Twilight's brow furrowed. A blonde, muscular man was perched on the ceiling, hooked to a machine. His arms and legs were bound, clamped underneath irons and tubes. "What's going on? Why do they have this man hooked to the machinery?" She took a couple of steps forward, raising her hand to the man. "We should help him before-" Spider-Man grabbed Twilight by her arm, pulling the girl away from the man. "Pe-! Spider-Man! What are you doing?"

Spider-Man shook his head, whispering. "Twilight. Get behind me. Now." His tone was low, lacking any humor. Twilight's eyes widened at the sudden seriousness the young man betrayed, but as his princess, she was obligated to listen to his instincts. The girl stepped back, raising her hands defensively as they glowed with violet energy. Spider-Man stared at the man for several minutes intently, his masked eyes furrowing once he mumbled, stirring to life. "Eddie…?"

The man lifted his head, his glazed over blue eyes settling on Spider-Man. "Parker…" he weakly called out.

Taken aback, Twilight's mouth fell agape. "Wait. How does he know who you are?"

Spider-Man lowered his head. "Twilight. This is Eddie Brock. It's Venom." The princess inhaled sharply, snapping her attention back to the trapped man. Spider-Man continued to stare at Eddie. "Who did this to you?"

Eddie's moans echoed throughout the room. "Osborn. He tried to control me, but he couldn't, not while I had the symbiote. He took it from me and put it under his control." Wheezing, Eddie strained as he pulled against his restraints, but it was for naught, the man lowering back into a prone position. "He kept the symbiote here in Oscorp, but he set it free the moment you all broke in. You didn't realize it, but the symbiote has joined with one of you. It will kill you all, and then Osborn will finish the rest… of us."

Eddie's head fell, the man having lost consciousness. Twilight's eyes searched around frantically while her glowing hands patted her body down. After a few moments, she pressed the button on her earpiece. "It's not on me. We have to get in contact with Sunset Shimmer! One of them might have the symbiote!"

"No…!" Spider-Man, turning his gaze to the other side of the room. Luna continued to lean against the wall, but a black substance spiraled out of her back, spreading until it consumed the rest of her body. Peter's masked eyes widened once the woman raised her hands and fired a wide blast of energy in Twilight's direction. Spider-Man grabbed his princess by the arm, hopping out of harm's way at the last moment as the energy ate through the steel wall. Twilight hesitantly raised her head, and Peter clenched his fists. "The symbiote's already here!"

Luna stepped away from the wall, keeping her gaze fixed on the ground. The symbiote joined with the woman's leg stockings and heels, fusing to form a pair of jet black high boots. A large, white spider insignia formed at the center of her dress, and Luna's blue irises darkened, morphing to a cold shade of black. She bore a fanged smile, the tendrils from the symbiote lashing out, even as it formed into gloves over her arms and fused with the crown on her head. The living substance hissed as it enveloped the woman's angelic wings, giving them a jagged, wicked form. The entirety of Luna's eyes, including her pupils and cornea, turned as black as an endless abyss, and the symbiote settled into place, the bonding process having been completed.

"This one is like us. She is consumed with countless negative emotions. Her memories are of loneliness, rejection, anger, regret, and… love," Luna lowly declared, her voice distorting. "Parker. We can read her thoughts. She loves you. More than you realized. She kept her feelings secret to preserve your friendship, but it angers her so much. There issomuch hatred. It is just like Eddie, but this is different. Shestillloves you, Parker, but she hates you, Twilight Sparkle!"

Spider-Man's shoulders lowered, nearly falling into a slump. "Luna loves me?"

Twilight raised a brow, sharing a glance with Spider-Man before directing hers back to the woman. "...and she hates me?"

Luna bore her fangs as she aimed a venomous, tear-stained glare at Twilight. "Yes, we hate you! It's your fault, Twilight Sparkle! You have taken everything from us! Peter was all we wanted. He was the first to see us for who we are! He never saw us as Nightmare Moon! We're normal to him! You stole Peter from us!" Luna clutched at her hair, shaking her head madly. "We will no longer suffer from loneliness! We can finally have what we desire! We will know what it means… what itfeelslike to be loved." Electrical currents escaped from Luna's body, rushing out into the room. "We will have Peter all to ourselves. We only need to kill you first, Twilight Sparkle!"

Shaking his head, Spider-Man pointed at the woman. "No. You're twisting Luna's emotions around. Nothing is sacred with you! Let Luna go! Now!" He stood tall, holding his position in front of Twilight. "Luna, listen to me! It's the symbiote! Your thoughts are being manipulated! You have to fight it!"

Tremors coursed throughout the entire room as Luna's body emitted a dark aura. "Luna no longer exists.WE ARE VENOM!"

Massive quakes rushed across the floor. Twilight lost her footing, stumbling forward until she fell onto Spider-Man's shoulders. Luna's maniacal laughter echoed, surpassing the volume of the surrounding quakes. The energy from the woman's body took form, spiraling into a small orb. Luna reached out and crushed the ball in her grasp. The orb shattered like glass, releasing a large array of light and a shockwave. The magical energies tore through everything in their path, reducing stone to dust and steel into disintegrated matter. Twilight tightly wrapped her arms around Spider-Man's neck, both individuals disappearing in a flash of light before the explosion could hope to engulf them.

Luna's magic shot into the heavens, piercing the clouds as it erased portions of Oscorp from existence. Even on the other side of the corporation, the damage was spreading. Tremors breached the area, causing Sunset Shimmer to fall on her stomach, Wolverine to stumble to a knee, and Spike to catch Black Cat before she could meet with the ground. The ceiling caved in, chunks of marble falling over the group. Spike stretched his wings out and towered over the others, using his massive frame as a makeshift shield. Suddenly, a wave of energy sped in their direction. Shimmer threw her glowing hands skyward at the last moment, creating a large bubble shield before an explosion spread out and consumed the entire area.

Shimmer cursed her breath. "Damn it! We're too late!"

Elsewhere, several buildings away from the destruction, Spider-Man and Twilight materialized high above the rooftop of one of the surrounding structures near Oscorp. Peter shifted his body, managing to capture the princess in his arms bridal style before landing perfectly on his feet. Spider-Man placed Twilight down, and then they both ran to the edge of the building, staring at the beacon of light that had consumed Oscorp entirely. The moon in the sky seemed lower than usual, the milky orb burning brightly. Luna appeared in a flash of light just inches away from the pair. Before Peter could react, Venom raised her hand and placed it against his shoulder, pushing the young man. Spider-Man retained a standing position as he skidded across the rooftop for several meters, barely managing to grab a hold of the edge once he slipped past.

Spider-Man gripped the stone, straining. "She didn't trigger my Spider Sense. I have to-" His mind screamed, a late realization speeding into fruition. Peter threw his legs over his head, flipping to his feet. "Twilight!"

Luna lashed out at Twilight, but the younger princess raised her hands, creating a shield. The woman snarled, punching the barrier manically before driving her fist through the defense. Twilight's magical barrier shattered, knocking the girl off balance. Before she could hope to fall to the ground, Luna teleported behind her and threw her hand around Twilight's neck. The air rushed out of Twilight's mouth. She reached up, only for Luna to dig the claws of her other hand deep into her arm. Twilight cried out, but Luna brought her mouth near the girl's ear, a fanged smile etched in her features.

"You will pay for carrying his child," Luna growled, crushing Twilight's throat in her iron grip. "That right is mine and MINE ALONE!"

"...what? I'm-?" Twilight coughed out, her eyes beginning to roll into the back of her head. Spider-Man soared through the air with the velocity of a bullet, driving his foot against the side of Luna's head. Venom slid across the ground, vanishing momentarily before materializing away from the pair. She stood with her back facing them, cackling as the moon continued to lower. Spider-Man turned around, maintaining a defensive stance while Twilight placed a hand over her damaged arm, staring at Venom with concern in her eyes. "Peter… what do we do?"

Spider-Man shook his head, his masked eyes fixed on the newly-created Venom. "I don't know, Twilight." The entire earth shook, and Luna's laughter grew in volume. The moon grew brighter, its light nearly as bright as the sun's. Spider-Man lowered his gaze. "I just don't know."

To be continued…

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