//------------------------------//
// Rise and Fall 
// Story: Spiders and Magic: Rise of Spider-Mane 
// by Maximus_Reborn 
//------------------------------//

Chapter Seventeen "Rise and Fall"

Trixie's gaze remained locked on the star-patterned sky behind her window. A great feeling of restraint pulled at the inside of her chest, forcing the mare to place her hoof over her skipping heart. Once she managed to calm her building nerve, Trixie left the window and took the available space on the bed next to Peter. Both sat in silence, one out of hesitance and the other out of respect, unaware their tails rested upon each other.

"As you have already heard, I was once known as one of the greatest magicians in all of Equestria, the Great and Powerful Trixie!" Her confident tone returned. With one hoof over her chest and the other extended overhead, Trixie held her head high. "Slayer of the Ursa Major! The most powerful magician of all! Trixie was nothing short of a legend in the making."

Peter's stare steadily turned blank as Trixie's ego swelled. If anything, he could say she certainly relished in her fame, but before Peter could add to that thought, Trixie's posture changed, her shoulders and head falling in a slump. While her silver blue mane hid the majority of Trixie's face from Peter's viewpoint, the frown she bore could still be felt, as if her sadness was reaching out to him.

"It's sad, really. The fame Trixie garnered all came from a lie, but I still had the audacity to brag," she said, her tone sobering. Her lips curled into a saddened smile before she rose her head slightly, freeing her gaze from the ground. "It didn't always use to be like this." Trixie shook her head. "My beginnings are far too humble for one as famous as you to understand."

"That's not true," Peter's voice was full of gentle assurance.

It came off a bit offhand, like he was merely attempting to humor Trixie. Feeling her frustration form into anger, Trixie sharply glared at Peter. She was trying to level with him, and here he was joking as per usual. It was infuriating. If it were anypony else, it wouldn't have bothered her, but for somepony who knew nothing of her history to joke at her expense was too much.

"Don't joke about it!" she snapped, her irritation seeping out. "Your abilities are extraordinary! How could you possibly understand?!"

"I'm not joking," Peter retorted, taken aback by her sudden ferocity. "I wasn't always like this. Before the accident that gave me my powers, I was just an average nerd in high school who lived with his aunt and uncle."

Trixie could only stare at the stallion, feeling inconsolable for her outburst. Peter was not like anypony she ever met. Even during the times where her condescending attitude would reach a fever pitch, Peter always remained the same, both honest and kind. Now was no different, and Trixie lashed out at Peter for no fair reason. She wrapped her hooves around herself, attempting to soothe her rattled nerves.

"I'm sorry." She muttered, uncharacteristically soft. "I shouldn't have yelled."

"It's okay. Don't worry about it."

Peter gestured a smile and placed his hoof on Trixie's shoulder. She stared at the ground to hide her rising blush. The lump in her throat continued to grow, matched only by her quickening heartbeat. The barrier Trixie held by her iron will weakened, sending a small sense of warmth through her body. She wanted to progress and give in to the trust Peter gave her.

'Maybe he'll understand,'she thought.

"Well," Trixie's voice heightened in pitch, perhaps reaching her natural tone, "I was a gifted mare in my school. My teachers stated my magical artes were astounding, phenomenal even. Once I graduated, everypony's expectations were high, and Trixie would become the success she was meant to be!"

That same moment, Trixie's ears fell into her mane, signifying her diminishing confidence. Peter remained silent, wanting to give the mare the time she needed to gather herself. Trixie hesitantly stole a glance at the hazel-eyed stallion, finding only the same kindness in his gaze. Another layer of her barrier unraveled, allowing Trixie to reach further into the depths of her memories. The feeling in her chest tightened, but she managed to force the lump in her throat down. He'll understand, she thought.

"Sadly, that was not the case. I chose to portray my talents for small, roadside stands. At first, the success was nice, but everypony quickly became disinterested in my shows. My determination did not falter though. I worked hard to improve my craft. That meant countless hours at the library and sleepless nights to practice, but eventually, I felt ready. Using what resources I had left, I left town and pursued my goal as a traveling magician."

Peter met her gaze, holding a hopeful smile in place. "Did that help any?"

"No! It only got worse!" Trixie realized how childish her voice sounded and dropped her hooves in defeated fashion. "No matter what I did, ponies continued to ignore me. The sacrifices I made. It was never enough!"

Trixie's shallow breathing increased in volume, in a sense matching her building emotions. Never had she revealed this to anypony, nor had she ever felt inclined to. Her voice grew increasingly shaky. The emotions she kept buried for so long threatened to rise, giving birth to a feeling Trixie had long repressed. She used every fiber of her being to stifle the sounds in her throat, but it was for naught as a choked cry escaped from her mouth.

"Trixie…" Peter's soft voice pierced the void like an arrow through the wind. "I know exactly what that's like." An empty smile formed on his face, and Trixie found herself hanging on his words for what felt like an eternity. "Back in my old home, Spider-Mane was declared a menace. No matter how many times I saved the city, I was the same old menace everyone loved to hate."

"Why?" She shook her head in disbelief, paying no mind to the stallion's mispronunciation. "You have done amazing things and asked for nothing in return. How could anypony hate you for that?"

Turning away, Peter only shrugged his shoulders half-heartedly. It was something he asked himself countless times but never received a concrete answer for. It could have been that Jameson was just too conceited to believe in the good a vigilante could do. It may have been because the people of Manhattan just found a masked crime fighter impossible to trust. Peter never knew, and he long gave up trying to figure it out.

"What made you keep going?" The question tugged at Trixie's heart.

Peter sat silently for several moments, his mind deep in thought. That was something else he always asked himself, but unlike the previous question, this one had a clear answer. It was the only reason he continued being Spider-Man/Spider-Mane to this day.

"Because with great power comes great responsibility." Peter said, pointing one hoof overhead.

Trixie replied not with words but edged closer to Peter, even turning in her seat so that she completely faced him. However, her cynical side surfaced, causing the mare to let out a pompous scoff. "Did you get that from a fortune teller?"

"No. It was from my uncle." Peter finally shook his head, albeit sadly. "That was the last thing he told me before he died."

Trixie felt her heart fall into the bottom of her stomach, and her hoof fell over her opened mouth. She chastised herself, hating how she was handling the conversation as a whole. Perhaps out of instinct, Trixie placed her hooves on Peter's thigh, holding an apologetic expression in her violet irises. Unfortunately, the rush of guilt that overcame her only added to her unstable emotional state, and before Trixie knew it, tears formed on the corner of her eyes.

"I'm sorry! I didn't mean to…"

Peter's hoof fell on Trixie's, interrupting her train of thought. Instead of a spiteful response, as Trixie felt she deserved, Peter gave only a simple smile. "It's okay. I can safely say I turned out better because of it. Yeah, it sucked when I didn't get the recognition I wanted, but I knew as long as I did the right thing, that was all that mattered."

Trixie readied to pull her hoof away from Peter's grasp, but her nerve weakened, finding comfort in the stallion's touch. She had been strong for so many years, but it was just an illusion, hiding the distraught mare that suffered from the most pitiful of insecurities. Her mind begged her to stop, but her heart pleaded to continue. He'll understand, she begged.

"I wish I was half that strong. Things got so bad; I didn't know what to do." Her shoulders trembled. "I had to come with some sort of idea to attract customers. If I didn't, I would have gone bankrupt and returned to my home a complete failure." Trixie placed her free hoof over her snout to wipe away her tears, but too many had fallen, leaving her face horribly stained. "I didn't want to do it! I had no choice!"

"What happened next?" His tone remained soft and posture firm.

The very foundation Trixie set for herself crumbled, giving away to the emotional stress that plagued her heart for years. Her barrier had completely diminished, leaving the Great and Powerful Trixie broken and vulnerable. A few strands of her mane stuck to her cheeks, but she did not care. What few friends she had fell asunder from the truth she hid, and by Celestia's name, Trixie did not want to lose the one pony who heard her cries. The inside of her chest ached, forcing more tears to fall from the unicorn's eyes.

Peter was her only friend.

"I lied," she forced out, shaking her head furiously. "I started a rumor that I slayed an Ursa Major with my magic! It was unheard of. I didn't expect for anypony to believe it. It was a desperate cry from a fool. Nothing more!" She tried to smile but only managed a saddened frown. "But everypony bought it. Soon ponies gathered to see my shows and hear of my magnificent feats!"

"Even if you knew it was wrong?"

"Yes." Trixie sped up her speech, desperate to reveal everything before Peter could hope to intervene again. "I wanted it to stop, but the fame escalated beyond my control."

"You could have stopped it."

Trixie placed both of her hooves on one of Peter's own, caressing it gently as she brought it near her chin. "No, I couldn't. The fame had become so invigorating." Her head fell, gracefully coming into contact with Peter's hoof. "I needed it. It was an empty sensation, but I couldn't live without it. I was special, not the loser that couldn't hold anypony's attention."

Peter furrowed his brow, at a loss for words it seemed, but he shook his head disapprovingly. "You're not a loser." His tone shifted to a challenging one. "You're gifted. You just don't believe in yourself."

Trixie paused to consider this but dismissed the thought with a reluctant scoff. "Don't try to console me. Without that lie, the Great and Powerful Trixie would never have seen the light of day."

His eyebrow raised and he frowned. "Then why do you hate the lie?" His question was simple, but it sent a wave of uncertainty through Trixie. Peter closed his eyes. "It's because you wanted everypony to see the real you, and the Great and Powerful Trixie was just an illusion."

"Nopony likes the real me!" Trixie interjected, her voice cracking with both sadness and frustration. Ripping her hooves away, she placed them back over her eyes, which had become full of tears once more. "I'm the talentless loser who lost everything! My fame! My status! My identity! I amnothingnow!"

"That is enough!"

Trixie cringed. Peter's voice, usually soft and light, broke its natural scale and traveled along the walls of the room. Because of her frazzled mindset, she could not bring herself to meet his gaze. Peter remained silent after his outburst. The glare in his eyes only deepened, portraying his peaked frustration. Trixie did not know how to take this. Peter had always remained upbeat despite the circumstances he was placed in.

This reaction was alien, not something Trixie had expected. The one friend she felt she had wanted nothing else to do with her. Trixie nodded, agreeing with her cynical mind's assumption. She had this coming. A liar did not deserve anypony's company, let alone somepony as nice as Peter. A fallen star could never rejoin the ranks of those that still burned. With a heavy heart, Trixie readied to leave her spot in the bed, but her body froze as a pair of hooves found their way around her neck.

Trixie inhaled sharply, making a tiny gasping sound. Peter had pulled her into an embrace, his warm body temperature spreading throughout her body. Her soaked face buried in his chest, Trixie's widened eyes glanced up at Peter, but he remained oblivious to her stunned state, clutching the mare ever so tightly. One as proud as Trixie did not enjoy this type of affection, yet she did not attempt to break free, longing to remain in this 'trapped' state for as long as time allowed.

"You're wrong." he whispered, his hot breath tickling the back of her neck. "I happen to like the real you."

Trixie laughed despite herself. Peter's statement was simple and honest. In most eyes, it would have been deemed childish, or worse, in the Great and Powerful Trixie's, stupid. However, Trixie buried her face further in Peter's chest, feeling giddy at the utter foolishness portrayed. There was no humor behind Peter's smile, only sincerity and understanding.

"...why?" she weakly asked, desperate for a valid explanation.

Despite his immense strength, Peter held Trixie with extreme care. He knew what it was like to battle insecurities. Trixie only wanted to succeed, and it seemed everypony spat of her hard work. A little white lie was all it took to send her to the top. Trixie knew it was wrong, but she had finally tasted the success that eluded her for so long. That only fueled her insecurity. Without the lie, she was nothing. Now Trixie was a damaged girl who felt she couldn't accomplish anything.

He shook his head. No. She was a girl who made a mistake and paid for it dearly.

The Great and Powerful Trixie was the pony Trixie wished she could be: confident, strong, unphazed by the naysayers around her. It was no different with Peter and Spider-Man, but there was a clear difference between him and Trixie. Peter found friends that are helping him through his troubles, but Trixie has been alone for quite some time, feeling that loneliness was a normal aspect. She wished to change. That was clear. She just didn't have enough faith in herself to try.

It was time he changed that.

"Because you'resomethingin my eyes," he finally stated.

Trixie shook her head, flustered. Peter was nothing short of a halfwit, but she found herself weak against his words. Numb relief had filled the majority of her body. Peter was there, as her friend, and he told her so with his own words. The sadness that consumed her mind faded into nothingness, allowing Trixie to smile from ear-to-ear. It was fortunate Parker could not see her face. He'd ruin the moment with one of his ridiculous puns. Trixie broke away from the stallion's embrace, but the smile on her face remained intact.

"You're an idiot," she sniffed, trying her best to wipe her face clean of any evidence leading to crying. "Thank you."

The pair stood in comfortable silence for a few minutes. Peter watched Trixie struggle to clean herself up before looking at the stars behind the window.

"Trixie, I think it's time we started over."

"What?" Although her face was covered with a towel, Peter's statement caught her by surprise.

"I think it's time you apologize to the others."

Her brow lowered and lips poked in a pout. "I knew it was coming." She shook her head. "I would, but..."

"Look," Peter intervened, cutting Trixie's protest short, "I don't know exactly what happened, and I really don't want to take sides. No matter who was right or wrong, it's up to you to set an example."

Her gaze fell to the side. "They hate me."

"No, they don't," he said softly, causing Trixie's cheeks to blush. "You're not the same Trixie they remember, okay? Just be yourself, and they'll warm up to you. All you have to do is give them a fair chance."

"What if you're wrong?"

Peter tapped her shoulder gently, causing Trixie to notice the moonlight reflected on his eyes. "What if I'm right?"





Laughter echoed throughout the entire room. Pinkie had just told another of her random yet true stories, and it seemed there were more to come. Rainbow encouraged her energetic friend to continue while the others weakly groaned in agreement, albeit out of sarcasm. However, as if Celestia heard their pleas, a soft set of knocks were heard at the door, its sound causing everypony's ears to perk.

"Who could that possibly be?" Octavia asked, pulling her robe closer so that nothing would be revealed.

Applejack smirked. "Might be Pete. He's been asleep all day. Go on an' let 'em in, Rainbow."

Rarity, following Octavia's example with her robe, clutched it tightly. "Are you mad?! This is hardly the place! I'm not decent!"

The door flew open, courtesy of Rainbow Dash who paid everypony no mind. Octavia flew underneath her bedsheets, using the bed's cover to shield her body from the world's eyes. Rarity let out a shriek, snatching Applejack's hat from her head and using it as a makeshift shield over her chest. Peter remained at the door, oblivious to everypony's erratic behavior.

"Sorry. Didn't mean to interrupt. I just thought you girls could use a little extra company," he said offhandedly. Upon receiving several questionable glares, Peter raised his hooves and waved them defensively. "No, not me. I'm a guy. It's not manly to participate in slumber parties, and I am one-hundred percent man- er- horse." His ramble only earned more glares, rightfully so. Shrugging his shoulders, he stepped to the side. "Well, that was awkward. Come on, Trixie."

Trixie walked into the room slowly with her gaze fixed on the ground. A few of the ponies glares dissipated, turning into slack-jawed expressions, while the others tilted their heads to the side. Twilight shifted her gaze to Peter, but the stallion left the boundaries of the room and pulled the door closed behind him.

"Play nice, ladies," he nonchalantly stated.

The entire room fell silent as Peter's steps outside progressed until they were no longer heard. Trixie remained in her position, ignoring all of the glares that threatened to bore through her body. Applejack hopped from her bed and trotted over to the former magician.

"What in tarnation do you want?" she said, bemused.

Trixie slammed her eyes shut and blankly replied, "I want to apologize."

"Well, ah'- Pardon?" Applejack's mind finally caught Trixie's words.

Rainbow zipped over with her hooves crossed. "Why are you really here?"

"To say I'm sorry." Trixie stated again, her voice growing softer.

"Why?" Rarity walked in, placing Applejack's hat back over her golden crown.

"Because I was wrong." Trixie's emotions had long settled, but her nerves remained uneasy, forcing the mare to place her hoof over her throbbing head. "I do not expect any of you to forgive me. I don't even forgive myself for what I've done." Her voice gave away, succumbing to her lowering self-esteem. "I was being somepony I wasn't and hurt so many in the process. I just wanted to say I'm sorry for lying to all of you."

Her violet irises finally opened, revealing the sadness she held for so long. A crude and simple apology was all she could give. Trixie brushed her front hooves together, an attempt to calm her mind vaguely. It was not enough. As per usual, it was never enough to satisfy anypony. Full of shame, Trixie turned sharply and prepared to take her leave, aware her tears were beginning to resurface. However, Twilight intervened, cutting off her path by standing in front of the exit.

Both mares gazed at each other for what seemed like hours. Trixie's posture steadily shrank, as if the entire world was mocking her. Twilight, like Peter, never attacked Trixie, despite her right to. Even during the Ursa Minor incident, Twilight never seeked to dethrone Trixie. She only stopped a disaster from occurring. In a sense, if not for Twilight, the entire village would have blamed Trixie if anything were to happen.

The one she blamed for her pain was the one who saved her from a crueler fate. It was truly poetic justice, and Trixie hated herself for it. She was lucky to have found a friend in Peter. Trixie dared not to force anything on the others, not when she deserved only the worst. At the very least, she could follow Peter's example and set a standard, even if it were futile.

"I owe you an apology, too, Twilight. It wasn't fair for me to blame you for the mess I created." Tears fell from the corner of her eyes, leaving a twinge of guilt to strike everypony's heart. With her head lowered, Trixie cried out loud enough for the entire room to hear, "I'm sorry."

Shameful. That word echoed throughout Trixie's mind without mercy. She had just rolled over and begged for forgiveness. The Great and Powerful Trixie reduced to this. Trixie shook her head, dismissing the thought. No. The Great and Powerful Trixie was nothing more than a shadow now. While she was not necessarily at her proudest moment, Trixie could say at the very least she was being honest, with herself and those around her.

A hoof fell on her shoulder, causing Trixie to lift her head from the ground. Twilight smiled warmly. "Trixie, everypony makes mistakes. It's okay."

Applejack exhaled, brushing a strand of her mane behind her ear. "Well, Ah' gotta say, Ah'm surprised." Eventually her frown turned into a small smile. "But ya'll apologized. It's only fair to accept it."

"Why the sudden change of heart?" Rarity asked, apprehensive.

Trixie placed her hoof over her eyes, cursing her inability to hold her tears at bay. However, despite this flaw, a genuine smile formed on her face. "I had to have an idiot teach me an obvious lesson."

Twilight's smile grew. "I'd love to hear about it. It'd be a great letter to send to Princess Celestia."

"Are you certain that's okay?" Trixie's eyes widened before her ears shamefully drooped into her mane. "I don't think I'm important enough to-"

Pinkie Pie hopped over, landing between Twilight and Trixie, causing the latter to let out a yelp. "Don't be silly! We'd all love to know what you've learned!" Proceeding to hop in place, she giggled. "Maybe we can play some games together, too!"

Trixie's eyes widened, and the inside of her chest tightened. It would take her time to adjust to these feelings of affection, but compared to the years of loneliness she dealt with, this was a welcomed change. Trixie shifted her gaze to the closed door. She had only one friend, but it seemed that number would soon change.

'This group... may not be as bad as I thought.'Trixie smiled, allowing one final tear to fall alongside her cheek.





Dear Princess Celestia,

I've learned something valuable today. Somepony should never change who they are to impress others. By doing that, you are denying your true self (also lying to yourself). As long as you are honest with yourself, you can do the same with others, and they'll accept you for your flaws.

I'm going to try and be more honest from now on. After all, I have a friend I don't want to disappoint.

Sincerely yours,

Trixie Lulamoon





Peter sat on the top of the car's exterior, allowing the wind to blow through his mane. The train's speed remained steadfast, but thanks to his ability to stick to any surface, he didn't have to worry about slipping. The girls' laughter could be heard from his position, and Trixie's soon joined them, her distinct voice sticking out among the rest. With a small smile on his face, Peter rolled onto his back, content with his good deed for the day.