Spiders and Magic: Rise of Spider-Mane

by Maximus_Reborn


Mist and Shadows, Part III

Chapter Twenty-Five "Mist and Shadows, Part III"


I suppose I shall start from the beginning. As you already know, I am Discord, the Spirit of Disharmony and Chaos. All I want in life is to have fun and spread chaos throughout the world. Unfortunately for me, the world is full of up-tights who are afraid to break the social chain of normality. So, in order to keep their boring world in peace, Celestia and Luna used the Elements of Harmony to seal me away for quite some time.

Eventually I freed myself and learned that neither princess could no longer wield the one power capable of stopping me. Oh, how momentous was this? The only two beings that could fully resist my powers no longer had the means to stop me! To make matters better, they were entrusted to six hapless young girls. With my powers of persuasion, I was easily able to best the Elements of Harmony. Rather, Iwould haveif not for Twilight Sparkle and the Element of Magic.

I can separate and corrupt the other Elements at will, but there was something unusual that prevented me from doing the same to Twilight. I'll give Celestia this. She knew what she was doing when she chose her apprentice.

Sadly history repeated itself, and I was sealed away, doomed to spend hundreds of years trapped in stone once again. Beaten by six teenagers. It was surely a difficult pill to swallow. Fortunately, (with the utmost concentration, mind you) I was able to free my spirit from my body and travel throughout the astral plane. I could watch events unfold from the real world, but I could not interact with anypony or anything.

All I could do was bid in my time, plan my escape, and hope to find a weakness to the Element of Magic. I, at first, believed her friends were the answer, but I dared not try the exact same plan twice. Chaos could not become predictable or recyclable. Surely, I could find something more potent. I was tempted to used Shining Armor in my plans. Considering how close he and his sister were, it was perfect.

If Twilight's friends could bring her so low, imagine how she would feel if her 'Big Brother Best Friend' turned against her. The poor thing wouldn't have the will to do anything, let alone oppose me.

However, as I was, I couldn't influence anypony. Luckily, the chaos from the Canterlot Wedding and Sombra's return gave me some of my old strength back, but it was still sorely lacking compared to my deity standard. Yet, I still felt confident that I would be able to return in a few months. With so much time to spare in the astral plane, I began to test my limits in an attempt to broaden my powers of influence.

It was quite troublesome, really. Without my body, I could barely control a fraction of my powers. I was forced to improvise and find somepony who wouldn't resist me.

This is where Efreet came into play.

I figured including chaos into the world would help add to my strength. All I needed was a strong-armed and simple-minded stooge to do the dirty work for me. A dragon seemed to be a logical choice. They were large and could spread chaos with their presence alone, but I just couldn't use just any dragon. By all means, no. Efreet was perhaps the largest of his species, and those black scales of his held such an intimidating tone. With a little persuasion, he would make for the perfect minion.

I managed to strengthen Efreet a bit before I sent him to Ponyville. I only wanted him to spread the message of my return throughout the village and scare the locals. A relatively harmless task, honestly, but once that blasted beast started destroying everything in sight, I found out I still lacked the power to control Efreet completely. The best I could was bring that dragon back to the astral plane. Unfortunately, the spell would take minutes to conjure up in my weakened state, something I fear Ponyville didn't have.

I suppose it was fortunate Twilight grew desperate and summoned Spider-Man to our world. He was able to hold Efreet off long enough for me to bring him back to the astral plane. In that time, I chose to train the dragon in hopes I could learn to control the beast, but the next couple of weeks showed little promise, however. Efreet was savage, wild, and bloodthirsty. Obviously, his idea of chaos was vastly different from mine.

Such a violent creature had no right to even associate with the likes of yours truly. In hindsight should that fail, I had to search for a contingency plan, especially now that you all had a vastly powerful ally.

Then, an idea occurred to me. If Twilight could bring an ally from another dimension to help with her cause, surely somepony with my level of power could do the same. During the night of the Grand Galloping Gala, while Celestia explained Peter's past to you all, I listened in and immediately found a valid candidate to help me. It seemed Osborn knew exactly how to get under Spider-Man's skin. If I could control the so-called Green Goblin, he could incapacitate Peter, and I could easily send them both back to Earth.

However, I couldn't control him quite yet. Somepony with his genius would prove to be something of a challenge, especially in my current condition, but unlike that beast, Efreet, Osborn was open to negotiation. When I mentioned you, Spider-Man, Osborn practically jumped at the opportunity to get even. All Norman requested was just for a few days to gather his allies. I obliged. The moment I came back, I would have enough power to control Osbornandthe Sinister Six, as he labeled them.

It was a crude but simple plan: use these cretins to drag you away to Earth. Unfortunately, I had no idea Osborn had plans of his own.

The moment I returned to their dimension, Osborn had a man named Octavious blast me with a particle beam of sorts. It not only managed to hurt my astral form, but it rendered me unconscious. When I awoke, I found myself trapped in a pod. For a strange reason, my powers wouldn't work due to the pod's intricate design to negate all forms of magic. Next thing I knew, those people were experimenting on me. I'll spare you the elongated details of howthatwent.

With my unique, energy signature in their data bank and a trans-dimensional portal in their possession, they had a means to travel to Equestria.

Unfortunately, Osborn failed to mention his own intentions to his allies. He modified the doctor's machine holding me captive to extract my power and transfer it to his body. This was probably the only time I was grateful for my weakened state. Osborn was only able to acquire half of my power. The other half remained in my physical form. It didn't take long for Osborn to create a tracking device, and that is the first reason why he is coming to Equestria.

First, he will acquire the last of my power. Second, he will settle his vendetta with Spider-Man. Once that is said and done, Osborn will return to Earth and shape it in his image. However, the Sinister Six learned of Osborn's double-cross. They intended to make use of Equestria's vast resources, particularly the supply of diamonds, and hoped to take over after Spider-Man was dealt with. It was a conflict of interests, if you may. With their numbers and combined might, it would have been simple for the Sinister Six to take down the Green Goblin.

The poor fools.


"What do you think you are doing, Norman?" Octavious asked, spotting his compatriot near the trans-dimensional portal equipment. He cautiously approached Osborn with his metallic, tentacle arms raised defensively. "This is not part of our plan."

With his arms crossed casually, Osborn paid the scientist no mind as his brown eyes scrolled across the complex machinery before him. Before he could respond, the ground shook each step approaching from behind. Once the tremors ceased, Osborn stole a glance out of the corner of his eye, finding the Rhino standing behind Octavious, but with a shrug of the shoulders, Norman merely passed both men as an inconvenience. Unfolding his arms and placing his hand over the machine, Osborn allowed fire to build from his palms.

Suddenly, two more men entered the room, leaping from the second floor, but they maintained a respective place in midair. The older of the pair reached into his sleeve and retrieved a grenade, juggling it as the younger male extended his arms out to the side, allowing vast amounts of electricity to pour from his body. Vulture and Electro hovered over Octavious while keeping their sights locked on Osborn who kept his back turned to everyone.

Finally, a loud click prompted Osborn to cease what he was doing. He turned, finding Kraven with a rifle aimed sorely at his skull and Shocker with his gauntlets fixed on his abdomen. The entire Sinister Six closed the gap, leaving no possible route for retreat open, but Osborn smiled wickedly, gripping the machine.

"Gentlemen, your services are no longer required. I have transcended humanity once again," Osborn stated, pouring the heat from his body into the machine. "It is God's will thatIkill Peter Parker, and whose will is aboveminenow?"

Smoke escaped from the machine as the circuits fried, causing flames to burst from within. The metal burned, morphing to a shade of orange before it finally combusted, leaving the once complicated machinery reduced to a melted scrapheap. However, Octavious, who had worked tirelessly on the machine, managed to sport a smile.

"You are truly a fool, Norman. It's quite fortunate I saved the blueprints for the trans-dimensional portal." Tapping his fingers along his forearm, Octavious scoffed. "I'll create anotherafterwe end your miserable life."

"All of us have a score to settle with that little punk," Electro added as the electricity in his body channeled to his hands. "Like we'll let you have all the fun."

Osborn turned to face the group. His skin mutated into a grotesque shade of green as his muscle structure thickened, transforming his slender frame into a bulking, monstrous one. The pupils in his eyes disappeared before his corneas matched the fiery, orange flames spreading from the machine. Osborn's smile grew, revealing his sharpened fangs, as well as his height, which suddenly dwarfed everyone's in the room with the exception of Rhino's.

His transformation complete, the Green Goblin turned his gaze to Electro, ignoring the other members of the Sinister Six. "You speak as if you have a choice."

The comment prompted everyone to open fire on the psychotic monster. Vulture threw the grenade at the Goblin's feet, and just as his body was wrapped in the explosion, Electro fired several bolts of lightning into the dust cloud. Kraven held his rifle firmly as he fired the entirety of his clip at the Goblin, but before he could reload his weapon, Shocker shot a blast, causing the last of the machinery and closest wall to collapse, seemingly crushing Osborn under its weight.

Slowly but surely, the smoke cleared, small embers escaping from the rubble scattered throughout the room. However, a shockwave erupted from underneath debris, sending several pieces of rubble flying across the room, and one of the chunks of stone smashed into Kraven, incapacitating him instantly. Green Goblin, revealed to be virtually unscathed, laughed maniacally. Electro prepared to launch more bolts of electricity at Norman, but Osborn snapped his fingers, cuing a pipe to tear through the wall and hose the man down relentlessly with water.

Shorting out in a massive spark, Electro fell limply from the air. Vulture flew to the highest point of the room until his head nearly touched the ceiling. Just as he prepared to retrieve another grenade, Goblin snapped his fingers, turning the feathers on Vulture's arms into solid stone. The older man tried his best to maintain flight, but the sudden, drastic increase in weight proved too great, leaving Vulture to crash and unwillingly create a small crater in the ground.

Rhino charged forward with his head lowered, preparing to spear the Green Goblin, but with another snap of the fingers, Osborn's body began to glow suddenly. His muscles expanded, prompting Norman to let out a feral roar before rearing his clenched fist back. Inches away from each other, it seemed a collision was evident, but Osborn lunged forward and drove his fist into Rhino's horn, breaking the appendage.

He immediately followed with a haymaker into Aleksei's jaw, sending the man beast flying through the ceiling. Before anyone could hope to react, Goblin launched a fireball after his foe. An explosion of fire erupted through the night sky, and Rhino disappeared in a fiery streak that stretched across the city until colliding on the top of a building. Shocker hopped to his feet and extended his arms out in Goblin's direction. However, before he could hope to fire a shot, Osborn waved his hand once, causing the devices on Shocker's arms to disassemble and fall to the ground.

Stunned, Shocker raised his head, only for Goblin to punch him immediately afterward, sending him through the nearest wall. Electro groaned as he struggled to gather his bearings, but once he turned over on his back, Osborn's massive foot landed over his chest, knocking the wind out of his foe. Lightning coursed through Goblin's body, intensifying until several bolts pierced the building. However, Osborn stood tall, unfazed by the show of power.

"Time to extinguish your spark," he coldly muttered before raising his hand high over his head.

Like the hammer of God, Osborn brought his fist down with absolute force, but he stopped, holding his palm inches away from Electro's face. Unexpectedly, the electricity in Electro's body began to dissipate, channeling into Goblin's hand in the process. Once the entirety of his powers were drained, evident by his pale, naked form, Osborn forced himself back to a vertical position, not before delivering a swift yet merciful backhand to hinder Maxwell unconscious.

"This is but a taste of my power. I am truly becoming a God!"

A wooden beam soared across the room, shattering upon impact as it smashed into the back of Osborn's skull. He turned in the direction of the attack, only for a metallic tentacle to strike him across the bridge of his nose. Goblin staggered, planting his foot to regain his balance. Octavious emerged from above, his tentacle arms perched against the columns and wall to maintain his position, but a wicked smile formed on Osborn's face before he extended his hand out.

Each tentacle stretched out to its respective extent, leaving Dr. Octopus's body to hang limply by their support as he was levitated over the Green Goblin. While one hand held the man in place, Osborn extended his free hand over to Octavious's face. As flames began to build from his palms, causing beads of sweat to form over the scientist's forehead, Goblin stretched out his fingers, in turn doing the same to the tentacles.

They strained to stay intact, creaking profoundly to exclaim their protest, and Octavious gritted his teeth, struggling to withstand the pain he was enduring. Thankfully, Osborn lowered his hand before something gruesome could occur. However, the flames in his hand continued to grow, threatening to engulf the face of Doctor Octopus.

"Osborn, stop!" Octavious yelled, attempting to squirm free but to no avail. "It is only through my intellect that you can travel to your destination! If you kill me, you'll never have your revenge on Spider-Man!" His breathing grew increasingly frantic. "I can-!"

Norman wrapped his hand around the doctor's skull before he could finish. As the flames burned away his flesh, Osborn cackled maliciously through Octavious's muffled screams. "My good doctor, I don't need your silly machine to reach my goal. Reality bends tomywill." Obsorn tightened his grip. "Don't worry. I won't kill you. I just want to make sure no one follows me."


Just like that. Osborn defeated the Sinister Six. Fortunately, there were no fatalities, but I can guarantee Octavious will almost wish the worst happened. Regardless, Osborn destroyed the facility, all traces of my data, and any leads that could lead to his location. He retreated to an undisclosed locale later, taking the time to expand his techniques using my power. With his genius intellect, Osborn has already found a way to transverse through dimensions, but the only thing keeping him from coming to Equestria right away is that his bio-signature conflicts with my magical force.

Osborn can't hold my power for more than an hour without straining his body. That will not change. Consider it my way of helping the lot of you, but it seems he caught on to what I was doing. Luckily, he couldn't kill me. Had he, my powers would have gone with me. That is the only reason why I'm still alive right now. Whenever his powers reach a critical low, he has to manually drain me to achieve them once again. During that 'recharge' period, I found a way to send a piece of my spirit away from the pod.

Unfortunately, as I prepared to take my leave, I found Osborn creating a device to hold my spirit in which he could move freely about. A storage unit, if you may. With that, he would have no further need to recharge his energy with me constantly hooked into his being. The device is small but extremely vital to Osborn's plan. It will be hooked to the back of his neck. Should you break it, I'll be free. The device's design is intricate and will take twenty-eight days to complete.

The moment it is completed, Osborn will come to Equestria. As Crystal Empire is the most potent source of magic in our world, that's where he will arrive first.

And that's where we stand now.


"Twenty-eight days," Princess Celestia murmured, her violet gaze falling to the ground. She nodded, taking in what little good news was offered. "At the very least, this gives us time to form a strategy."

Before anypony could form a statement, the crystal ball shattered, disappearing as each fragment broke away from the plane of reality. Discord's form continued to fade, threatening to blend with the surrounding environment, but the spirit merely nodded, knowing this outcome was inevitable. Folding his arms, Discord only huffed. His fate, as well as the world's, was in their hooves now. He glanced over to Peter, who was quiet for the entire duration of the explanation.

Discord's eyes widened at a late realization. Extending his paw, a small pair of gems formed out of thin air, levitating inches away from Peter's face. One was a ruby rose diamond, carved with a silver lining outline along the edges, and the other was a jade, triangular gem, hooked onto a golden chain to resemble a necklace. As the stallion reached out and took both gems in his hooves, he gave the spirit a befuddled look.

"Hey, if you're trying to swoon me, it's not going to work. I'm happily spoken for," Peter said, smiling at Twilight, but a glare from Shining Armor prompted the stallion to let out a nervous chuckle.

Discord waved his talon dismissively. "They are not your average gems, Parker. I created those jewels to help you defeat Osborn." He stated hastily, his time drawing near. "Magically remove the silver lining from the ruby and you'll be turned into a human. That way, you'll be able to fight on even grounds with Osborn, and if you touch the jade gem as a human, you'll return to your pony form. It's quite simple, but be careful. Both jewels can only be used once."

"All right, I'll trust you." Peter trotted over to Princess Luna and surrendering the gems over to her. As she used her magic to place them in a secure location, Parker shifted his sight back to the spirit. "Maybe this will teach you not to make a deal with a psycho again."

"Be sure to lecture me when, or if, you best Osborn." Discord's body finally faded from existence. "I suppose I will be cheering for you, Parker." His soft chuckles could still be heard, echoing throughout the room. "I hope Shining Armor doesn't rough you up too badly."

Everypony watched with their mouth agape as the chimera disappeared from sight. The news was passed, and now they had nearly a month to prepare. Celestia and Luna conversed, deciding on possible strategies they could follow, while Cadance spoke with the Elements of Harmony. Peter, however, frowned, hating the disdain life must have felt for him. Osborn was already a deadly adversary, and this supposed upgrade was only going to add to the danger.

Yet, there was hope. Peter's body was healed, his powers were returning, and above all else, there were friends prepared to stand with him during this trying time. Four weeks were more than enough time for him to figure things out. With a small smile, Peter nodded, confident fate would work in his favor, but a shadow engulfed his small frame, bringing the stallion to find his marefriend's big brother hovering over him with a snarl.

'You know, Osborn has god-like powers now, and I feel pretty confident about facing him.'He gulped, forcing the lump in his throat down into his Demi-gods. It was nothing compared to the wrath of a big brother.'You know, I think my chances are better with Osborn than this guy.'

Fortunately, Twilight stepped between the pair, making certain to maintain eye contact with Shining Armor. "Peter, don't worry. I'll talk with my brother. You go back home, okay?"

Peter's eyes widened as he held his hoof out defensively. "Wait, are you sure? I want to-" Sadly, the stallion could not finish his protest. Instantaneously, in a bright flash of light, the environment surrounding Peter changed. No longer in the confines of Canterlot, Peter stood haplessly outside of Twilight's home in Ponyville. He threw his hooves over his head before screaming at the top of his lungs. "Oh,come on! I'm gettingreallysick of that!"

As if the entity known as the Parker Luck heard his cries of anguish, the front door to the house opened, and out appeared three fillies, all in which Peter remembered vividly. His spider sense blared, warning the hero of the danger, but Peter, still stunned from the unwanted trip he was given, couldn't react as Sweetie Belle tackled him to the ground with her hooves wrapped around his neck. Her cheek brushed against the stallion's affectionately and her grip seemed unusually tight.

"Look, everypony! Peter's back!" Sweetie squeaked, unaware the stallion held a bemused expression on his face. "I've missed you so much! I mean...!" She paused, stammering about to correct her sentence, but maintained her sound 'gripping' embrace. "...we'vemissed you."

Scootaloo placed her hoof over her mouth to stifle her laughter. "Sure,wedid."

"Yeah!" Applebloom cheered, rearing her head over Peter's pinned form. She held her hoof out, prompting the stallion to gaze in it's direction. His brow furrowed at the sight of a small pony with a dark orange coat. Her red mane, with pink streaks, covered on side of her face, but he could easily spot the freckles on her cheek. She smiled, shyly glancing away before settling her sight back to the older pony. Applebloom placed her hoof over her shoulder. "This is my cousin and new Crusader, Babs Seed!"

A bead of sweat rolled on the side of Peter forehead.'Oh, God. They're multiplying.'

It was a trying time, indeed, and his friends couldn't bail him out of this situation. Peter forced himself back to a standing position. Scootaloo galloped ahead of the group while the others remained close to their leader. Applebloom bounced happily, and Babs smiled at Sweetie Belle, who nuzzled into Peter's side. The stallion followed the girls, managing to smile earnestly. Osborn was on the way, and Peter had something to protect.

Of course, he could have fun, too. This upcoming battle was potentially going to be his last, and Peter would make certain to spend as much time as possible with those he cared for.

The countdown begins. Twenty-eight days remain.