Spiders and Magic: Rise of Spider-Mane

by Maximus_Reborn


Endgame, Part III

Chapter Fifty-Nine "Endgame, Part III of IV"

A pegasus trotted through the courtyard with imbalanced steps, her control on her wobbling hooves and flapping wings wavering. Her large, blue irises were wide, with her concerned gaze alternating between the path ahead and the projections in the sky. She desperately wanted to know what was happening, her heart growing heavier by the second. Despite the large number of ponies around her, the dark brown mare felt disjointed and alone.

There was only one that she knew, and it was more of an acquaintance due to the short time that they'd known each other. After a brief journey of sorts, the pegasus reached the balcony, earning wary glares from a pair of armored stallions before nodding at the sight of a tall and majestic alicorn standing amidst a group of considerably shorter ponies. She forced her way through, excusing herself with each accidental bump until she reached the princess.

"Miss Celestia, please! I can't stand being locked up in a room at a time like this!" the mare pleaded, brushing a hoof through her short yet silky grey mane. Nearly losing her balance, the pegasus turned and slammed her hoof into the ground. A stallion arched his brow, only to direct his attention back to the sky. The mare shook her head as her eyes swelled with tears. "This is too much. Poor Spike was killed, and I just saw what that monster did to Gwen. Twilight and Peter are still fighting!" She choked back a sob. "I just want my boy back. I don't want to lose him again."

Celestia lowered her head, managing to give the distraught mare a warm smile. "Of course. You're more than welcome to stay here. It is best for all of us to lend Twilight and the others our support." The alicorn paused, shifting her gaze to the side momentarily. "You don't have to worry about Spike. It was only his spiritual vessel that was destroyed. Spike is right here."

The baby dragon walked out from behind the princess, sharing a glance with the pegasus. "Um, hi?"

However, he arched a brow in befuddlement as the mare mirrored his action. "You're so… tiny."

Spike blinked, tilting his head to the side. "Have we met?"

Celestia gave the pair an affirming nod. "I see. Your reactions are understandable. Both of your appearances were significantly different the last time you saw each other." The alicorn smiled. "Spike. Allow me to reintroduce you to Peter's aunt, May."


Zecora sat within the walls of the castle with her legs crossed, hooves placed together, and eyes closed. The commotion outside made it difficult for the mare to connect with the spirit world. With slow, deep breaths, Zecora's mind drifted into a white realm. Strands of webbing spread throughout the vicinity, each carrying an image of a friend deep within its threads. A black spider bearing Princess Luna's cutie mark on its back remained perched near the center, acting as its guardian while keeping its bug-like blue eyes centered on the intruding mare.

Suddenly, Peter appeared across from Zecora's position, the stallion hyperventilating as his body shook. Clouds of darkness materialized under his hooves, stretching out until the unicorn's form was engulfed by the black smog. Zecora's eyes widened. The moment she reached out to help her friend, Peter's screams generated a shockwave potent enough to destroy the floor. The mare fell into an endless abyss, yelping in surprise once a large pair of slitted, blue irises appeared in front of her.

Zecora inhaled sharply, waking from her trance. Beads of sweat rolled down the mare's cheeks as she gathered her bearings through labored breaths. "Such anger. Suchrage. Nightmare's return may soon take center stage." The mare's hoof fell over her chest, a small twinge pulling at her heart. "I can still sense your pain and guilt. You are only lost. Twilight and Princess Luna may be able to save Peter before he pays an immeasurable cost." Zecora retook her meditative stance before turning her ocean blue gaze skyward. "Please come back to the light. Without you, we cannot finish this fight. It is time for you to return to Princess Twilight."


Fluttershy's mouth quivered as tears escaped from the corners of her eyes. Cadance consoled the pegasus while Applejack did the same for the Crusaders, the blonde whispering sweet nothings while also hugging the fillies. The entire spectacle was becoming too much for anypony to watch. They had just witnessed an innocent being's murder, and now Equestria was watching one of its greatest heroes transform into the entity that haunted many minds over a thousand years, Nightmare.

Shining shook his head. Any hope Peter had of being accepted may have just been thrown out of the window due to this frightening development. The stallion glanced off to the side, sighing inwardly once he saw that his parents were still present, as well as Twily's friends. It was a relief to know that they were sticking through this. Shining's mind raced with questions, trying to piece together how Peter could have possibly come into contact with Nightmare, and every theory he gathered had Princess Luna in the equation.

The prince groaned, shaking the thoughts free from his mind. The 'how' and 'why' weren't important at the moment. Shining turned his attention to the image in the sky, particularly on his sister. Twilight remained close to Peter, despite the surrounding waves of darkness rushing from his body that threatened to consume everything in its path. Shining furrowed his brow. He knew too well that Twily wasn't going to turn away. No. She was going to try her absolute best to save Peter, no matter the levels of danger.

A part of Shining begged that his sister would consider a hasty retreat. That would be the safest alternative. However, Shining chided the thought. Twilight was one of the most powerful beings on the planet. In essence, she didn't need protection, and with her temper, Twilight was a force to be reckoned with. Right now, Shining wanted nothing more than for his sister to save her coltfriend. The stallion bit down on his lip. He just wanted his whole family back together, even the outsider he used to distrust.

Shining's eyes softened. "Knock some sense back into him, Twily."


Bolts of lightning cracked throughout the black sky, some striking the ground near Peter and Osborn. The wind currents intensified, whipping Twilight's hair about and forcing the girl to shield her face with her hand. Waves rushed through the river, crushing the stones by the shore. Sunset Shimmer struggled to maintain air stability, her wings flapping vigorously to resist the dust in the wind. Princess Luna remained close to Black Cat, using her magic to hold a shield around their bodies. Tremors shook the earth before morphing into violent quakes, ripping the ground asunder.

The flames surrounding Twilight had long dissolved, having been swallowed by the trails of darkness bursting from Peter's body. The Green Goblin watched the spectacle with a coy grin, standing firm with his arms folded across his chest. A vein surfaced at the center of Peter's forehead as his gritted teeth began to resemble fangs. The young man lowered his arms, cueing the winds to die down, the earthquakes to cease, and the flames of darkness to dissipate. Peter's shoulders and head lowered, his labored breaths matching the sound of glass scratching against a rough surface.

He raised his hand to the side, andCelsiusfreed itself from the ground, placing its handle perfectly into Spider-Man's open palm. Energy from the atmosphere flew into the sword, giving the blade form as it hummed into existence. Luna's eyes shot open as the princess inhaled sharply at the sight. Black Cat hopped next to Twilight, lowering into a defensive stance while Sunset Shimmer landed behind Spider-Man. Peter shook his head, keeping his cold, slitted eyes locked on Osborn.

"All of you stay back," he growled, his voice distorted and fused with that of a woman's. Peter leaned forward, placing a hand over his face but not his blue eyes. "Osborn'smine."

Twilight furrowed her brow and shook her head, stepping forward until she was only inches from Peter. "No way! It's too dangerous for you to do this alone!" Her eyes softened as she placed a hand over her knight's forearm. "Please, Peter. You're upset. You need to calm down."

Peter was silent, as if contemplating the girl's request, but he growled, yanking his arm free from Twilight's hold before stepping closer to the Goblin. "Don't argue with me. All of you should go to the Sanctum Sanctorum and make sure Wolverine's okay." Twilight bit down on her lip, ready to protest, but Spider-Man slammed his foot into the ground, creating a tremor potent enough to cause his friends to stagger. Peter turned around with a grizzly expression forged into his features. "Get out of here!NOW!" He shook his head as he gripped several strands of his unkempt hair, pulling them from the roots. "Just leave!"

Twilight's concern deepened, evident by her softening eyes. "Peter…"

The Green Goblin smirked, unnerved as the young man stopped once he was a few feet away from his position. Peter was small compared to the monster, Osborn's shadow masking his entire figure. Norman chuckled, earning no response from Spider-Man. Osborn snapped his fingers, and a trail of energy tore through the air between them, generating a golden fissure that sped out and cleanly sliced a boulder in two. The cracks surrounded Peter, but trails of darkness escaped from his body, consuming the fissures.

Osborn scoffed. "Do you hate me, boy? My symbiosis with these powers is nearly complete. Soon, I will have the ability to wipe this existence clean. I'm practically a god already. What makes you think you stand a chance against me without your friends?"

Peter stared at Osborn with a venomous expression, his fangs growing sharper. "You're not a god. You're a joke," he declared, Nightmare's voice overlapping his momentarily. "You're nothing without the power you stole. Just a pathetic man with a petty grudge." Norman clenched his glowing fist, throwing it at his adversary, but Spider-Man calmly raised his hand, blocking the blow without budging. White fissures spread across Peter's arm, but darkness removed the damage before he drove his fist into Osborn's jaw. Norman staggered back, unable to react as Peter captured a hold of his wrist. "I am the Eight-Legged Nightmare, and I am what gods fear."

Tightening his grip, Peter jerked his wrist until Osborn's snapped. Norman screamed, clutching at his arm. Spider-Man slammed his fist into the center of the Green Goblin's forehead, jettisoning the demon. Osborn soared with his body a few feet above the ground until he bounced off the stone, spiraling as he burst through every rocky obstacle in his path. Norman's face slammed into the ground and through the stone before his momentum halted, sending Osborn through a violent series of bounces that lasted for several hundred yards.

Eventually, the demon came to a halt, a trail of smoke and dust following his path of destruction. Osborn forced himself to a sitting position with protrusions of bone sticking out of his neck and wrist. However, his eyes shot open as a large wave of blue energy sped towards him, ramming into his chest before lifting his frame. The energy forced the Green Goblin through countless columns of stone until it eventually reached the lower side of a mountain, detonating upon slamming the ground.

Back within the outer reaches of the castle, Peter watched the explosion with a cold, emotionless stare. The bright, vibrant energy ofCelsiusdissipated before the young man sheathed the blade behind his back. Twilight stumbled, nearly losing her footing as she reached out to Peter, but the moment they were inches apart, Spider-Man vanished in a flash of darkness before she could hope to touch him.

Twilight furrowed her brow, releasing a frustrated groan from her mouth. "Darn it, Peter! Why won't you listen to me?"

Sunset Shimmer exhaled, her body reverting back to its original state in a flash of light. Sweat poured from the girl's fair skin as she struggled to intake oxygen through deep breaths. "I don't think he can," she panted, pressing her hands against her knees for support. "He's... Nightmare Spider… now." Shimmer wheezed, limply falling to the side, but Felicia captured her, resting Sunset's arm over her neck. The girl closed her eyes and nodded off, shaking her head after nearly slipping into unconsciousness. "How did this happen?"

Princess Luna placed her hand over her chest as she let out a desolate sigh. "It is my fault." Twilight, Black Cat, and Sunset Shimmer shifted their collective gazes towards the princess, who only lowered her head shamefully. "When I performed the Revitalization Spell to save Peter, I gave him a part of my very essence. Most of you are unaware, but I de-aged in the process. Honestly, I believe I am twenty-two again, near the age that I first became an alicorn. It seems Nightmare Moon was still suppressed within me. I had believed she was destroyed once Twilight Sparkle and the others used the Elements of Harmony to purge the darkness that had overtaken me."

Twilight arched a brow. "Wait. If that's the case, Nightmare should have emerged when you were under Venom's control. Why didn't she surface then?"

Luna folded her arms. "My theory? I believe Venom's hold on me allowed her to escape, but because Osborn had filled the symbiote with Discord's chaotic magic, it might have been impossible for her to fight for control. After Twilight incinerated the symbiote, I suppose Nightmare contemplated on returning to me, but after I had sacrificed a majority of my power, she might have considered me too weak of a host to inhabit. With Peter, he has the credentials to be a potential vessel for Nightmare."

Shimmer coughed, leaning further against Felicia. "How? It's not that he's a bad guy. He's pretty damn decent, actually."

Luna shook her head. "I concur, but Nightmare doesn't require her host to possess an evil heart. She thrived off of my jealousy for my sister, and my frustration that Equestria's inhabitants would never accept me in the same light. That's all it took." The woman's eyes softened. "Peter's heart carries a heavy amount of guilt, and we have seen his potential to reach incredible levels of anger. After all, he has dealt with so much, and everyone has their limits. Watching what really happened to Gwendolyn was perhaps the final straw. It's a miracle he hasn't lost his way sooner."

Black Cat pursed her lips together. "I get it. So any negative emotions somebody possesses, this Nightmare thing can feed off of them and use them as leverage."

"Exactly," Luna murmured, nodding as she clutched at her heart. "Because of my failure to foresee this outcome, I gave Nightmare a new host body. I gave my curse to my closest friend, and I cursed the lover of my other closest friend. I am so sorry, Twilight."

Twilight shook her head and placed a hand over Luna's shoulder, giving it a firm squeeze. "Peter isalivebecause of your sacrifice. I'm not going to fault you for saving my boyfriend's life. Besides, it's not too late." The younger princess nodded, her determination showing in her strong, violet eyes. "I'm going after him. There has to be a way to remove Nightmare's influence from Peter."

Shimmer managed to scoff between her labored breaths. "I thought Nightmare's control was permanent. Isn't that why it took the Elements of Harmony to free Princess Luna the last time?"

"That is if you allow her to take control," Luna declared, her voice heightening. "Peter isstillin control of his actions. That is why he can still properly wieldCelsius." The woman placed her hands along her hips. "Celsiusno longer thought I was worthy to wield her when I willingly surrendered to the darkness in my heart." Luna aimed her gaze to the other side of the island where Spider-Man and the Green Goblin were located. "Nightmareisinfluencing Peter, fueling his rage, but she hasn't earned complete control. Not yet. If we hurry, we just might have a chance to talk sense back into Peter."

Black Cat frowned. "Wouldn't it be easier if we just destroyed this Nightmare?"

Luna shook her head. "Unfortunately, no. Nightmare cannot be destroyed, through physical or magical means. However, shecanbe suppressed. I have a means to do so. I won't let Peter bear my curse. Nightmare ismyresponsibility, and it's time I make up for my mistake."

Felicia smirked. "Then, you two need to hurry." Twilight and Luna shared a glance with the woman before Black Cat nodded. "Oh, come on. It's pretty clear that Parker would move mountains for you two. If anyone's got a chance to get through to him, it's the both of you. Shimmer and I will go back to the Sanctum Sanctorum while you take care of that."

Twilight edged closer to Black Cat. "Felicia? Are you sure? Can you even make that trip, Sunset?"

Shimmer scoffed, her lips curling into a smile while the bags under her eyes darkened. "I'mtired, notdead. Of course I can make the trip, but I won't be of much use after that."

Felicia cleared her throat. "Hey, Twilight." The princess arched a brow. Black Cat's voice was soft, matching the tone of a whisper. Felicia had never addressed Twilight by her name, not properly at any rate. "I'm really sorry about the bad blood between us. You had every right to hold a grudge against me. I treated Spider-Man- no.Peter- badly, and I walked out on him. Go do what I couldn't. Be there for him." Both women stared at each other for a duration, allowing Felicia's words to sink in. Twilight offered the woman an earnest smile, and Felicia returned the gesture with one of her own. "Quit dawdling. Hurry!"

Twilight nodded, turning quickly to share a glance with Luna. "Are you ready?"

"Yes," Luna responded as she stretched her wings out, prompting Twilight to mirror her actions. Explosions erupted from the mountains, their tremors reaching the area in which the group stood. Twilight's wings flapped and lifted her frame, the princess maintaining air stability while Luna furrowed her brow at the lights shooting from the ridge. The older princess took flight, speeding towards the chaos, and Twilight followed. "Come! Time is of the essence!"

Once both women were out of visual range, Felicia turned to Sunset. "Hey. Don't pass out on me just yet. We need to hurry to Doctor Strange's."

Sunset weakly groaned. "Right. I really hope Logan has things under control. I'm so exhausted that I couldn't even fight a parking ticket."

As Shimmer's hand glowed, energy began to envelop both women. "If everything's well and good, I need a favor," Felicia whispered into Shimmer's ear before they disappeared in a flash of light.


A shockwave erupted, sending chunks of stone flying about. Peter flew back and contorted his body at the last moment, managing to land perfectly on his feet as he skidded across the ground for several yards before coming to a halt. Osborn fell back, digging his fingers into the ground to force himself to a stop. Goblin pushed himself upright before resting his hand over the protrusion on his neck.

White fissures engulfed the wound, doing the same for Norman's snapped wrist, and the damage done began to dissolve, healing in a manner of seconds. Osborn exhaled afterward, scowling at the young man standing calmly before him. His expression remained the same, with Peter's blue slitted eyes holding a venomous expression while he bore down on his fangs until they threatened to crack.

"You think because you have power that you're better than me?! You're nothing!" Osborn barked, clenching his glowing fist until quakes coursed through the mountain.

Golden fissures tore into the stone and spread out before connecting. The Green Goblin raised his hands high over his head, levitating the entire landmark from the ground. Peter watched with a stoic stare, standing still even as Osborn threw the mountain in his direction. Spider-Man grippedCelsius, prompting the blade to glow brightly. With a single slash, Peter sliced the mountain in half, and he slowly sheathedCelsiusbehind his back as one half of the sierra crashed into the river while the other narrowly rolled past the castle.

Osborn's mouth fell agape and his golden eyes widened before he growled, clenching his fists until they drew blood. "Don't you dare get cocky! This is but a taste of my power!"

Spider-Man's brow lowered. "What's wrong? You don't sound like you're enjoying yourself anymore."

Osborn materialized inches away from Peter, driving his fist into his gut before following with a blow to the jaw. Spider-Man flipped, the back of his shoulders bouncing off the ground. The Green Goblin grabbed the young man by his leg and swung him high over his head before slamming him into the earth, generating a crater in the process. Large chunks of stone burst from the ground, levitating around Osborn's position. One by one each mineral shot into Peter, shattering upon striking his body. Spider-Man's armor gave away, cracking with each attack.

Peter wormed out of the Green Goblin's grip, hopping onto the demon's shoulders before leaping high into the air. The stones launched after Peter, but he dodged each chunk, contorting his body with each passing rock. Spider-Man spun, managing to latch a strand of webbing onto one of the stones before swinging it back at Osborn. The gravel shattered upon smashing against Norman's face, allowing Peter to flip high into the air, grab the largest boulder hovering about with both of his hands, and howled as he brought it down onto the back of the Green Goblin's skull with an earth-shattering crack.

"Know your place!" Osborn howled, brushing off the attack before snatching Peter by his neck.

"You have no soul!" Peter barked, punching Osborn's arm in an attempt to escape his grip.

The Green Goblin grinned, ramming his knee into Peter's chest. "That is why I have no fear!"

Osborn hopped high into the air with Peter still in his grasp. They landed on the side of the mountain, and the Green Goblin slammed Spider-Man into the stone before tossing him several yards away. Peter landed on his feet, rushing after his foe with reckless abandonment. Osborn unleashed a wall of flames that engulfed Spider-Man, sending him crashing back into the stone with enough force to shatter the gravel. The Green Goblin materialized inches away from Peter before snatching the young man by his collar and throwing him high into the air. Osborn teleported above Spider-Man's position, slamming his fist into his gut.

Both men sped to the ground with the Green Goblin driving Peter through a pillar of the mountain, causing the stone to shatter apart in hundreds of shards. Norman delivered a backhand once they landed, knocking Peter several yards away, and Osborn launched a massive ball of fire after his foe, forcing Spider-Man to acrobatically flip over the flames. Peter landed on his feet, snarling as he charged towards the Green Goblin in a full speed sprint. Once they were a few feet apart, an energy shield materialized around Osborn's body, and its shockwave jettisoned Peter away. Osborn hovered several yards away, raising his arms to the side while Peter skidded to a halt.

Suddenly, dozens of golden blades materialized around Osborn's position, each pointing at Spider-Man. Norman flicked his wrist, cueing the blades to fly out. Peter stopped in his tracks, managing to leap to the side at the last moment to avoid impalement. He repeated his action once another set neared, ducking underneath the next, and Peter pushed himself from the ground, the final energy blade narrowly missing his face. Osborn raised his hand. Energy from the atmosphere rushed into his palm, taking the form of an orb.

The energy swelled, enlarging until it blocked out the night sky from Peter's perspective. The Green Goblin cackled as he threw the massive sphere of energy. However, Spider-Man gritted his teeth and howled, rushing toward the attack. Peter threw a barrage of punches against the massive sphere, his hands moving with the destructive speed and power of a gatling gun. A shockwave erupted with each strike. Spider-Man drove his fist forward one last time with all of his might, causing the energy to shatter apart and dissipate.

Once he landed on his feet, Spider-Man ran forward, and the Green Goblin did the same, both men yelling as they lunged towards each other with their fists drawn back. Time froze, the entire planet watching this spectacle unfold. Peter's fist met with Osborn's jaw, the explosive blow sending the demon spiraling across the air.

Spider-Man yelled as he hopped after his adversary, shooting multiple strands of webbing around the Green Goblin's waist. The gossamer held the demon in place, like a fly in a net, and Peter dove with his leg extended, kicking Osborn across the face. Spider-Man bounced off a strand of webbing, ricocheting into Norman with a punch to the jaw. Peter's image disappeared in a blur as he struck the Green Goblin from multiple angles in the span of a few seconds before slingshotting himself high into the air and driving his foot into Osborn's spine.

Noman burst into the ground, a dust cloud erupting upon impact. He vanished from sight in a flash of light, materializing several yards away. Roaring at the top of his lungs, the Green Goblin extended his hand. Suddenly, massive orbs of energy fell from the sky, much like that of a meteor storm. Each sphere sped towards Peter. Spider-Man managed to flip over the first, and he slid underneath the second, causing both orbs to explode once they struck the ground. However, the third collided into Peter's body, knocking him back. The others swarmed his body and engulfed the entire vicinity in a blaze of spiraling energy.

Peter freed himself from the frenzy, speeding through the air until he delivered a stiff kick to Osborn's jaw. The force of the blow caused the energy storm to cease , his armor charred and heavily damaged, ran towards Norman full-speed with a venomous glare and scowl. The Green Goblin reared his fist back, ready to strike the air, but Spider-Man shot a strand of webbing onto his chest, yanking the demon forward before swinging his leg with all of his strength up into Osborn's groin. The loud cracking sound echoed through the airwaves of both worlds, leaving nearly every male to cringe involuntarily.

All of the air rushed out of Norman's mouth, a wheezed gasp escaping instead of a scream. Osborn clutched at his lower region as he peeked up at Peter, finding the young man's slitted gaze unsettlingly calm. Spider-Man rested his palm against Osborn's face and allowed his adhesive grip to settle before snatching his hand back, ripping away a great deal of Norman's flesh in a flash. The Green Goblin clutched at his bleeding head, screaming at the top of his lungs.

However, Peter stood bemused, kicking Osborn over onto his stomach before settling his gaze on the device on the back of the demon's neck. "You're not laughing, Osborn!LAUGH! Laugh just like you did when you killed Gwen!"

'You know what must be done. He is merely stunned. Finish the job, before he recovers,'Nightmare's voice stated in the confines of Peter's mind. The young man nodded and slammed his foot onto the back of Osborn's neck.Celsiuslevitated from its wielder's back, planting itself into the ground just inches away from the Green Goblin's face. 'Complete your vengeance. Execute this dog. Avenge your beloved. Embrace your hatred.'

Just as Peter prepared to heed Nightmare's words and reach forCelsius, the alarm in his cranium chimed. A beam of magic soared between Spider-Man and the Green Goblin, generating a shockwave that sent both men flying in different directions. Osborn plummeted into the ground, creating a crater upon impact. Peter landed on his feet, staring intently at the one responsible for the attack.

Princess Luna used her magic to free a boulder from what remained of the mountain, straining as she slammed it over the crater. Peter began to walk toward the princess, stopping once Twilight materialized a few inches in front of his position with her arms extended out to the side. She stood with a look of determination in her violet eyes, acting as a wall between Spider-Man and the Green Goblin.

"What do you think you're doing?! Get out of my way!" Peter growled, Nightmare's voice overlapping his.

Twilight shook her head, undeterred. "No. I can't do that, Peter."

Inhaling deeply, Peter's brow lowered. "I'm so close. Moveaside."

"No!" Twilight declared, with renewed vigor.

Surges of darkness escaped from Peter's body as he stomped the ground and clenched his fist, sending a tremor through the earth. "I saidmove! Or I'll go right through you!"

Twilight gritted her teeth, a shockwave of violet energy erupting around her position. "Fine! I'll fight you if I have to! I'm not going to lose you over something stupid!" Twilight and Peter stood inches apart, violet irises glaring intently into blue, slitted orbs. "Have you seen your face right now?! That isnotthe face of the Peter I know! Do you know what I see?!" Twilight threw her hand to the side. "I see a monster that's no different from the Green Goblin!"

Peter's eyes shot open, alternating between their blue slitted forms and hazel irises. "I amnothinglike him!" All traces of Nightmare's voice seemingly faded from Peter's momentarily. "Youknowwhat he's capable of. He's killed so many innocent people! He murdered Gwen!" Peter's fist trembled. "He doesn't deserve to live!"

"Iknowthat, and I understand how you feel. But…" Twilight trailed off, lowering her head until her violet locks concealed her gaze. "This is not the answer. You know it isn't. It's what your Uncle Ben was trying to tell you before he died. With great power comes great responsibility." Twilight choked back a sob as tears rolled down her cheek and dripped from her chin. "You're about to do something reckless. This is pure hatred, and I won't lose you to it!" Twilight lifted her gaze, revealing her tear-stained face and bloodshot eyes. "Stay with me… so we can raise our child together!"

Peter's eyes softened. "Our… child…"


Silence seemed to have plagued all of Equestria. One could drop a pin, and everypony could hear it. May's dark blue eyes widened, her mouth falling agape. Shining Armor's brow twitched involuntarily, and his mouth quivered. Cadance instinctively nodded, a smile gracing her features while her heart skipped a beat. Staggering in place, Night Light's hoof fell over his eyes as all of the blood in his body rushed to his head.

"Ch-Child?! Twily can't be…!" Shining blurted out, alternating his gaze between the images in the sky.

Cadance rubbed her blossoming cheeks with her hooves. "Yay! True love triumphs! I'm so proud of them!"

Velvet's eyes rolled into the back of her head. Shining rushed to his mother's side, using his hoof as a makeshift fan before shaking it angrily. "I'm going tokillhim! I'm going to kill themboth!"

Despite slipping into unconsciousness, Velvet's smile was wide, albeit goofy. "I'm going to be... a grandmother."

Spike blinked, sharing a glance with May before scratching the back of his head. Celestia watched everypony out of the corner of her light violet eyes, inhaling deeply as she directed her gaze back to the skyward projection.


Peter's eyes shot open as he staggered back, Twilight's words striking his very core. He slammed his eyes shut, screaming while the waves of darkness rushed back into his body. Images of Gwen raced throughout his mind, causing Peter to clutch at his head. Luna materialized between Twilight and the young man, placing one hand against his chest and the other over his forehead. Peter opened his eyes, finding that the environment around him had changed. He stood alone within a white void, on the verge of nothingness.

Suddenly, he peeked across from his position, finding an image of himself. Rather, it was Spider-Man holding Gwen Stacy's lifeless form. The image buried his face into the crook of her neck, his shoulders trembling as sobs escaped from his mouth. Peter reached out, only for the image to fade from sight. Suddenly, another image materialized into existence in their place. There was Spider-Mane, clutching Twilight. The alicorn's breathing was light, her hold on his hoof faint. Tears poured from the stallion's face as he futilely shook the mare.

Peter slammed his eyes shut, in turn causing the image to dissipate. Something warm fell over his shoulder. Peter turned, his eyes widening at the sight of Gwen standing in front of him. Gritting his teeth, the young man fought back his swelling emotions. Peter could only watch the woman with a teary gaze. Gwen sweetly smiled and opened her mouth, but no words were heard, the only sound reaching Peter's ears being that of his beating, aching heart. However, Gwen wrapped her arms around the young man's neck before she pulled him into a warm embrace. Her mouth lowered, hovering next to Peter's ear, and the woman whispered, her words finally reaching him.

Gwen's form soon faded, dissipating from existence. Peter smiled, wiping his tears away with his forearm. Luna soon materialized behind the young man. The environment alternated, morphing to a serene setting matching that of a starlit night. That same moment, Peter's attire changed completely, his spider armor dissolving while a simple jacket and jeans took its place. A trail of darkness emerged in front of Peter, blue slitted eyes staring intently in his direction.

Luna folded her arms. "What did Gwendolyn say?"

Peter placed his hand over his forehead. "She told me to stop beating myself up. That it's time for me to move on… and let go."

Luna walked forward, slowly closing the gap between herself and Peter. "I believe she is right. Your guilt is misplaced, as it usually is."

The young man furrowed his brow before turning to face the princess. "I couldn't save her. So, itismy fault."

Luna's eyes softened as she placed her hand against Peter's cheek affectionately, smiling warmly. "You tried your very best to save Gwendolyn that day. The fact that you gave such effort is enough. You will not always succeed, but you will not always fail. You've taught me that one does not give up simply because of the odds. You push on because you fight for the sake of others. In turn, they will lend you their strength. Twilight and I willneverabandon you. So please. Do not abandon us."

Peter's gaze fell to the ground. "I'm always dragging you two down. Why won't you just let me fall? I'm going to fail again. I always do, and when I do, someone close to me pays the price. It might be Twilight. It might be you. Why would you want baggage like me?"

Luna's finger slid under Peter's chin, lifting his gaze to meet her warm irises. "Because I love you." The princess felt the temperature in her face rise as she nodded. "Above all, Twilight loves you, and it would be irresponsible if you left her to raise your child on her own. I know you will not allow that to happen."

Peter's eyes widened, his mind slowly registering his friend's words. "Yeah, you're right. Yeah!" He nodded, his lips curling into his cheeky grin. "I have too much to do. I have to be there for Twilight! I have to be there for my kid!" He paused, wrapping his arms around Luna's waist before pulling her into an embrace. The princess inhaled sharply, her cheeks resembling the shade of rose petals, but her smile was earnest. Peter chuckled before kissing the top of Luna's head. "And I have to be there for you, Luna. I promised that I would always be by your side, and I intend to keep it."

"Thank you," Luna whispered sweetly, shivering at the warm, tingling sensation coursing through her. Her brow lowered as she stole a glance at the black smog hovering away from their position. "I apologize. I gave my curse to you. Allow me to make amends and take Nightmare back into my body. If you allow me, I can use your magic as a barrier to help keep her locked away, making certain she never surfaces again." She frowned. "Unfortunately, you will lose your ability to use magic entirely. This also means you'll no longer be able to wieldCelsius. Will you allow me to proceed?"

"Do not be foolish," Nightmare scoffed, earning a look of disdain from Luna. "He would never consider throwing away such magnificent power for something so petty and-"

"Do it," Peter stated without a hint of hesitation, earning a knowing smile from Luna and a stunned expression from Nightmare. "All of the power in the world wouldn't mean anything if I couldn't be there for Twilight, Luna, and my child." The young man sighed, sharing a glance with the princess. "My bond with Twilight… Will I get to keep that?"

Luna nodded with a smile. "Yes. That is a part of you, and it will remain as long as you draw breath. Eternal youth is yours, thanks to your bond with Twilight." Luna's lip quivered, tears escaping from the corners of her eyes. "I am taking everything from you unjustly: your magic,Celsius, our telepathic link… I'll lose my bond with you as well. For how long, I do not know. I'm so sorry. I am a horrible friend for doing this to you."

Peter shrugged, smiling as he took Luna's hand into his own and squeezed it reassuringly. "I still have you and Twilight. That's all I care about. It's not like I was using my magic anyway. Besides, it just doesn't feel right for Spider-Man to use a sword. Punches and webs are my trademark. So, don't worry. I'll be fine." He nodded, sobering. "Luna. You're one of my closest friends. We may not be able to talk to each other telepathically anymore, but as far as I know, we'll always have each other…" he paused, placing a hand over his chest, "here. We'llalwayshave our bond. Always."

"I'm so sorry," Luna sobbed, gripping Peter's shoulders as fresh tears poured from her eyes. The young man tightened his hold on her waist in response. "I love you," she added, just below the hint of a whisper.

"You are bothfools!" Nightmare spat, her form dissipating. "You are giving away-squandering- true power! And you-!" Her gaze fell on Luna as trails of darkness dissolved into the woman's body. A bright light shone out of Peter's body, spreading until its warmth consumed Luna. Nightmare growled. "Nothing has changed!Nothing! You still possess a weak heart! You can never hope to truly contain me! Iwillbreak free! He will betray you, just like everyone else has in your life! It is your destiny to be alone!"

Luna opened her eyes, never relinquishing her hold on Peter. "You may be right, but then again, you may be wrong. It's true that my heart remains weak, but I am no longer alone. I have my sister. I have very dear friends in Twilight and Peter. They are my strength. As long as I have them, I shall never surrender to the darkness of my heart- or you-ever again!"

The shadow containing Nightmare had completely disappeared, fading deep within Luna's essence. The princess forced the lump in her throat down with a swallow, and her tears continued to fall as Peter's mental image began to vanish from her arms. She could no longer hear his thoughts vividly, a painful reminder that their link had truly been severed. Luna, yielding to the emotions of her heart, pressed her lips against Peter's cheek before whispering once more…

"I love you."


Peter opened his hazel irises, blinking upon realizing he was back in the real world. Luna removed her hands from the young man, giving a small smile before walking to the side. It was as if the entire world froze for what felt like minutes, whereas only a few seconds had passed. His warm gaze found Twilight's bloodshot eyes, softening as a sensation pulled from within his chest. Peter reached out, wrapping his arms around Twilight's waist before kissing the center of her forehead.

"I can't… I can't lose you, too," Peter whispered, his voice straining not to choke. Twilight let out a relieved sigh, her lips curling into a smile as she wrapped her arms around the young man's neck. Peter allowed his tears to fall over the girl's shoulder. "I did it again. I made you cry when I promised I wouldn't." Hesitantly, the young man pulled away and slammed his eyes shut, his hands managing to find Twilight's on instinct alone. "How stupid can I be, huh? Will you… ever forgive me?"

Twilight pressed her lips against Peter's that same second, holding firm before breaking away with a smile. "I already have."

Princess Luna nodded, using her free hand to wipe her face clean of her tears. Unfortunately, before anyone could hope to revel in the momentary peace, tremors rushed throughout the ground, and the boulder keeping Osborn pinned rumbled violently. Luna raised both of her hands, sending her magic into the stone, but it was for naught, golden fissures spreading across the gravel before it detonated and sent dozens of shards of rock flying in every direction.

A slab sped through the air, smashing against Luna's forehead before she could react. The stone disintegrated on impact, and the princess limply fell to the side, void of consciousness as blood escaped from the laceration on her forehead. Peter spun around, gripping Twilight as he shielded her with his body. Shards of stone bounced off his back, some breaking while others dented his armor. A blaring alarm went off in Spider-Man's cranium, prompting Peter to shove his princess to the side before the Green Goblin materialized inches from his position in a flash of light.

Osborn raised his hand, generating a shockwave that launched Twilight several yards until she slammed into the ground and skidded to a halt.Celsiusspun from the blast, its sharp end piercing the ground upon landing. Spider-Man threw a punch, but the Green Goblin captured Peter's arm in the palm of his hand before lifting him from the ground. Blood stained Osborn's entire face, his venomous golden stare glowing from a sea of crimson. The Green Goblin slammed his fist into Peter's gut, roaring before repeating the action until a loud crack echoed across the sky.

Peter attempted to break free, driving the point of his elbow into Osborn's forearm several times while he coughed up traces of blood. The Green Goblin growled before grabbing Spider-Man by the back of his head and slamming him into the ground face-first with enough force to generate an earthquake. Golden fissures materialized on the floor underneath Peter's body. Suddenly, a stalagmite burst from the ground, slamming into Spider-Man's gut before launching him high into the air, and the Green Goblin hopped after his foe, grabbing Peter by his cranium.

Both individuals met the ground with crushing force, a dust cloud erupting as a crater spread into existence. Peter groaned, his mind hazy and muscles weak. He attempted to force himself from the ground, but his body failed to register the commands of his mind, locking involuntarily. The Green Goblin stood over Spider-Man, scowling as he reared his glowing fist high over his head. Energy from the atmosphere spiraled into Osborn's fist, causing white fissures to spread across his arm.

"Time to die, Parker," Osborn growled, his voice distorting.

The Green Goblin lunged forward, and Peter closed his eyes, waiting for the inevitable. However, a spark of violet energy burst between the two men. Osborn's golden eyes shot open as his body locked against his will. The blow was clean, dealt with precision and vigor. Norman's breathing began to strain, diminishing to small gurgles. Osborn's gaze slowly fell, landing on the one responsible. Twilight stood with a venomous glare with her back facing Peter, holding the handle ofCelsiusas it had been plunged through the Green Goblin's heart and back.

Luna came to, her mouth falling agape at the spectacle, and Peter's eyes were wide, his stunned expression speaking volumes. The Green Goblin clutched at the blade as he reached for the princess, but his arms limply fell to his sides. Energy escaped from Osborn's body before his hulking physique dissolved, morphing back to its human form. The device on the back of his neck shattered, its energy speeding off into the atmosphere before disappearing from sight. Norman collapsed onto his knees, his breathing growing more shallow by the second. He managed to raise his glossy gaze, coughing blood from his mouth as Twilight droveCelsiusfurther through his chest cavity.

"You've done enough," she hissed, gritting her teeth. "Our child willnotgrow up without a father."

All life in Norman's eyes faded as golden fissures spread across his entire body. Suddenly, parts of his frame faded from existence, each breaking off into nothingness. Finally, the man formerly known as the Green Goblin dissipated, sharing a final glance with Peter beforeCelsiusfell to the ground. Both worlds stood in awe, Equestrians slack-jawed as the people of Earth rejoiced. Thor dropped his hammer, clutching at his head afterward. The Hulk exhaled, managing to smile. Tony's eyes fluttered open, the man cursing once he accidentally touched the swelling on his forehead.

Worldwide, every hero and villain woke from their trance. Luna forced herself from the ground, holding a smile as she approached Peter and Twilight with a limp. Spider-Man tried to stand, but Twilight droppedCelsiusand dove into his awaiting arms. The young couple managed to kiss after a few moments. For the first time since they met, there was finally a calm without an impending storm. Twilight helped Peter to his feet. Luna gave the pair a nod before Parker wrapped his arm around her shoulder, prompting Twilight to embrace the older princess from the side.

Peter nearly collapsed, but Twilight and Luna captured his arms, allowing the young man to lean on them for support. The sun rose from the once black sky, all traces of darkness retreating. Peter's eyes widened at a sight. An astral image of Gwen and Uncle Ben appeared in the sky. The older man nodded his approval while the young woman blew a kiss before they peacefully faded from sight. Twilight kissed his cheek affectionately, freeing Peter from his self-induced trance, and Luna leaned the side of her head against his, sighing contently.

Peter smiled. It was finally over. The sound of clapping came from behind, causing the trio to slowly turn around. Peter arched a brow while an exasperated expression formed in Twilight's and Luna's eyes.

Discord floated several feet above their position, chuckling as he applauded."Bravo! Bravo! Encore! A most spectacular performance!" Bowing, the chimera spiraled out of existence, not before winking at the trio. "We should do this again sometime."

Twilight's brow twitched involuntarily. "Why, that no-good-!"

Peter turned, capturing Twilight's lips in his before she could finish her sentence. He pulled back, smiling. "We'll figure it out later. Right now..." he paused, turning as the sky finally cleared completely. "Let's go home."

To be concluded in "Endgame: Fallout"