Spiders and Magic: The Harmony Avengers

by andrew7


Clash of the Titans Part III

In the throne room of Canterlot Castle, Celestia along with Spike, who now paid his full attention to the magic orb as Rulers of Equestrias and baby dragons eyes were as wide as pair of saucers and their expressions stiffened in a slight horror as they both stared at a gigantic sea monster within the ball that could arguably never be imagined even in the worst and the most terrifying nightmares, towering right over the Avengers as the heroes looked more like an ants in comparison to a giant sea snake creature.

“Oh no! Squirk!” Celestia exhaled with her usually calm and even tone getting slightly wavering and being strained with a pure terror while Spike on the other hoof couldn’t even manage a word in awe, just merely dumbfoundedly staring at a giant sea serpent within the orb.


Towering over the Avengers like a mountain, dwarfing their tiny frames like nothing with its colossal size, the sea monster fiercely snorted through three pairs of his gills on his neck, releasing a massive stream of steam before bursting out in a menacing diabolical like laughter that echoed throughout the islands vicinity.

“I am Squirk! The Elemental of Water and Lord of the wide and unpredictable seas and oceans, you puny insignificant surface-dwellers!” The sea serpent stated in an arrogant and boastful like tone, sounding very loudmouth and being somewhat tuned down with vain by nonchalantly giving his own introduction.

Trixie on the other hoof and unlike the rest of the Avengers, a terrified expression formed all over her face with a steadily rising pressure brewing within her when eventually couldn’t take more, magician eventually burst out in a terror screaming on top of her lungs, fidgeting and uncontrollably thrashing around in panic, being evidently more than intimidated or scared of Squirk.

Yet reacting out of instincts, Twilight immediately casted a protective spell, engulfing Trixie in a magic like bubble of light blue aura, that by the way also appeared to be soundproof as nopony couldn’t hear the mares screams anymore, and along with Spier-Mane and standing firmly right in front of mare, being more than willing to protect her magician friend.

“The surface-dwellers?! That…..Thing cant be possibly sharing the same agenda with Namor the Submarine himself…..” Spider-Mane blurted out in both awe and sarcasm alike, though unable to hide a slight twinge of uncertainty, feeling suddenly so tiny and insignificant and strangely, more like a bite on the plate.

“Just like whut had th' mom of this big mouth done? Whoever it was……Datin' with several sea freaks at once?” Wolverine grunted by sarcastically indicating on that….Squriks as the name suggested weird appearance that indeed looked like several sea monsters being all merged into one, yet unlike Parker, Trixie and the rest of his teammates not looking so much intimidated in the slightest.

“Another of the Elemental Lords….” Twilight exhaled in shock with her royal amethyst eyes being fixed right on the giant sea creature arguably in a slight nervousness, yet young princess tried to keep it all together and adding herself courage.

“You!” Squirk bellowed aloud and shifting his golden reptile like glare right on the heroes below. “So you are the ones who disturbed the hurricane and stopped the flood that I had send upon the city. It would seem that it hasn’t yet quite seemed to stun you at all.”

“The hurricane and the flood?!” Luna exhaled in realization both shocked and outraged alike with her ocean blue eyes forming into a glare centring itself right on Squirk by the sea monsters own testimony. “So it was YOU who send it upon all along?!”

“So…..It actually wasn’t all natural at all….” Spitfire huffed in deduction the whole situation with the sudden drastic weather disturbance.

“Pathetic little fools!” Squrik huffed in a very arrogant like manner. “Would you really believe that the nature itself could ever manage a natural disaster by that proportion than myself, giving it a credit instead of me?!”

“Wow! Some attitude!” Black Cat scoffed, not being obviously thrilled with Squriks arrogant and boastful attitude, by which somepony like Rarity or even Trixie herself couldn’t react any differently.

“Like what else would be new, Felicia?” Spider-Mane sarcastically quipped in completion. “It is always the same routine with bad guys, who by the way and unfortunately are also a narcists alike.” Yet, Peter casually glanced upon Trixie who by the way still and somewhat couldn’t calm herself down and still panicking inside Twilight protective bubble. “Actually…..I would rather stick with that.”

“Indeed….” Squrik nonchalantly growled with a very sinister grin forming over his shark like visage with his razor sharp saw like teeth being exposed from his mouth. “No matter. I would once again rule the seas and oceans of Equestria with iron hand, an iron tail….And an iron everything for that matter, just I had done a thousand of years ago. Soon, the entire dry land shall dwell underwater!” The sea monster then shifted his massive head and glancing upon Manehattan in a distance. “And I shall begin with that insignificant city first. It soon should be another sunken city.”

“Bad guys has always seemed to think bigger is better, their own ego nonetheless.” Sunset shimmer muttered sarcastically for herself with a hint of annoyment present in her voice.

“I dunno about ya guys….” Wolverine growled menacingly by standing into a fighting like stance position, extending his front hooves and with a SNIKT unleashing his adamantium claws out, shining in light by its deadly sharpness. “But I am suddenly gettin' a strange taste fer a sushi.”

“The Manehattan is under our protection, Squrik!” Twilight stated in a very determined and also quite menacing like manner, standing firmly while still keeping her protective spell at work to shield Trixie from any potential threat and attack from a side of a giant sea monster.

“And we will defend it! Even from uglies like you!” Spider-Mane boldly declared, turning into his way more serious and assertive side and standing firmly right in the centre of the group, yet of course not forgiving himself to seemingly mock a newly made villain with a fiery passion.

“So….This is how it will be, wont it?” Squrik growled menacingly through his shark like teeth, seeing those puny insignificant surface dwellers as he put them had some nerves to oppose and standing in his way, so called Lord of the Seas immediately saw them as a potential threat and obstacle in his plot, which evidently started setting up his temper. “SO BE IT!” Squirk horrendously roared aloud on top of his lungs, opening his shark like mouth wide, exposing his shark razors sharp teeth and lunging his upper body right towards the Avengers to devour them.

Yet reacting quickly and in time, Spider-Mane, Twilight along with Trixie within her protective barrier, Wolverine, Luna, Spitfire, Sunset and Black Cat managed to leap out of the way, scattering all around as Squirks massive head stroke the ground, crunching nothing but dirt instead yet with such force that it made the entire island tremble. Yet using the strength of four of his powerful tentacles along with his claw scythes Squirk crawled his way through, yet also revealing his lower body with two pairs of long fins, a sail set on its back and a snake like tail with a fin on its tip, crawling his way back into the sea with water splashing all over.

“If that’s how this is gonna be, well we can play rough too!” Felicia hissed quite menacingly while putting herself from the ground into a crouching defensive like stance. Yet, Squirk once again rose from the water and towering into his full monstrous weight, laughing aloud manically.

“Ya think its funny?” Wolverine though snarled and extending his hooves with his adamantium claws exposed. “Bub, I am so on ta put ya on ice! RRRRRAAAAGGHH!!!” The X-Men roared on top of his lungs and proceed boldly yet once again rather recklessly galloping on his hinder hooves right forward Squrik.

“LOGAN! WAIT!!!” Both Spider-Mane and Twilight called upon Wolverine, trying to stop their mutant teammate in his tracks, yet their pleas unfortunately appeared to no avail, as Logan was apparently ignoring them, recklessly and rather mindlessly rushing his way forward Squrik with his adamantium claws extended.

“Put in ice? What a tasty idea….” A snide smirk however formed over Squirks hideous features as the Elemental of Water was actually considering the ponified mutants words with a somewhat fiery interest, as malicious and dark thoughts came into its mind.

Squirk took a very deep breath by taking in so much air he could within before and yet unexpectedly releasing a thick stream of apparently frozen water accompanied by icy wind and sparkling snow from his mouth right toward Wolverine.

“OH CRUD!!!” Logan grunted in shock, attempting to slow down his momentum but it was already a way too late, as the X-Men literally run his way right towards the ice blasts path, as Squriks ice breath literally engulfed gruff stallion yet also freezing a great part of the surrounding, with icy shards appearing all over it, causing the Avengers to shield their eyes.

When the blizzard and icy wind eventually subsided however, yet much for everyponys horror, revealing Wolverines frame being literally frozen solid, imprisoned right within the ice from Squirks attack.

“LOGAN!!!” Spider-Mane and Twilight both bellowed simultaneously in horror with their voices strained by having their stiffened gazes centred on Logan who had just became a popsicle.

“Oh by stars…..Oh by stars….” Trixie stammered in terror by also staring at Logan being frozen solid with her breathing going slightly ragged by worries and concern.

“That was my signature move, the Ice Breath!” Squirk laughed, boasting himself and being obviously proud over his act. “There is nothing better than a helpless enemy who just cant move. What a great opportunity to finish them off!” Squirk snarled menacingly as he rose his right terrifying mantis shrimp claw and swinging it right towards frozen Wolverine, threatening to crush him.

“AVENGERS ASSEMBLE!” Yet appearing in a red and blue blur, Spider-Mane managed to snatch Logans frozen frame, firing a strand of webbing into a near tree and slingshoting himself with his frozen teammate in his grasp just in time out of Squirks way before his massive claws stoke and crushing the frozen field.

“Huh?!” Grunting in shock by missing his target, Squirk slowly shifted his attention the direction where a strangely costumed pony with his frozen friends swung himself, yet not paying attention to his surroundings, as series of quite some blasts hit a sea serpent from behind into the back of his neck.

Roaring in discomfort, the Elemental furiously turned his shark head around to locate the source of the disturbance as his golden slitted eyes landed right on Twilight and Luna flapping their wings in the air along with Sunset standing down there as the mares horns were glowing with their respective magic aura, indicating that they were the ones who blasted Squrik to distract him over Peter and Logan.

“By taking on our friends, we shall take it personally, monster!” Twilight growled with nasty frown over her features and flying her way boldly towards Squirk with Luna along with Spitfire who also joined the princesses side following from behind.

“So you wanna fight?!” Squirk snarled ferally and swinging all of his four tentacles from his back in an attempt to swap three mares flying towards him, yet reacting quickly, Twilight managed to dodge one tentacle on the right while Luna repeating Twilights actions evaded the second tentacle on the left while Spitfire skilfully evaded her way through two remaining tentacles.

Taking an offense, Twilight and Luna simultaneously fired another series of magic blasts from their horns as their combined attaccks hit Squrik right into his face in a direct hit. However and much for both mares dismay, a giant sea serpent looked to be more likely just stunned then seriously injured as the blasts actually barely caused any damage at all due to its gigantic size.

“This is not going to be that easy….” Twilight murmured, with her voice sounding slightly uncertain.

“Nopony has ever said it would be, Twilight Sparkle.” Luna added to Twilighs concerns, although not sounding any much promising.

However, by casually taking deep breath and opening his huge mouth, Squrik breathed yet another super cold stream of frozen water and frost, just like with Wolverine attempting to freeze both mares this time with his freeze breath. Yet reacting just in time, Twilight and Luna managed to teleport away from sea monsters deadly blizzard away, reappearing in a flash of light in a safe distance on the sky.

“I am over here you overgrown garden snake!” Spitfire zipped her way through the air in a blazing speed, making a sharp quick turn and zipping right over Squriks gaze to disorient him for a while. The Pegasus once again started spinning herself around her axis, rotating in a high speed as she literally turned herself into a living miniature tornado, making another turn right forward in an attempt to attack Squrik.

Yet surprisingly reacting quickly, Squirk prepared and springing his lower and miniature versions of his mantis shrimp claws and as soon as Spitfire approached in range within her tornado like form, the sea serpent intensively threw his prepared claws forward in an amazing speed which actually looked like a mere blink on an eye as he actually punched Spitfire with such force that he managed to deflect the mares spinning like assault and literally sending her flying back with a speed of a missile and in a nasty spin threatening to fall right into the sea.

“Spitfire!” Twilight and Luna bellowed in horror, worrying for their Pegasus teammates wellbeing. Yet managing to recollect her senses quite quickly, Spitfire spread her wings and just in time managing to lift herself up, just mere inches away from raging sea, much for both princesses relief.

“Sunset! Trixie! Get over here!” Spidey called upon Sunset and Trixie while being in a relatively safe distance from Squirk with Logan being imprisoned within the ice shard as both unicorns loyally rushed their way to Peters and Logans position. “Get Logan out of that ice! Sunset, you might use your pyrokinetic spells by doing so. Me and the rest will take care of that Jules Verne stories dropout!”

“Don’t worry Peter, we will just do this.” Sunset Shimmer stated determined yet with an undercurrent of concern while Trixie meekly nod her head, although being obviously still scared, the magician tried her best to cope with it. However, Peter put his hoof over Trixies shoulder, rubbing it gently.

“Trixie…..Its going to be just fine, don’t worry.” Peter reassured his best friend with a warm smile yet also giving the mare a playful wink under his lenses before proceed galloping a full speed to assist his teammates, leaving both mares and frozen X-Men behind.

“Hey fish breath! Havent anypony told you when you mess up with cat, you get the claws?” Black Cat called upon as she galloped her way forward. By instinctively shifting his attention on a silver maned mare calved in black, Squirks merely hissed in irritation and swinging one his tentacles wanting to crush the mare, yet the cat burglar gracefully leaped up high in a flip, dodging the tentacle that merely slammed to the ground instead.

“Gotta be faster than that!” Felicia blurted out as she landed right on Squirks tentacle and proceed galloping her way right along the tentacle up high towards Water Elementals upper body. And when being quite near, Black Cat leaped up high like a feline lunging itself on its prey and narrowly missing the lower claws, yet releasing her metal claws from both her furry gauntlets, Felicia swung both her hooves and slashing Squriks crab like shell over its chests, but unfortunately and much for Felicias dismay….Here claws didn’t left even a scratch over its exoskeleton.

“Oh great. Now this is really going to make my manicure….” Felicia cursed inwardly for herself.

“It hasn’t even fazed him!” Twilight murmured by witnessing Felicias attack actually didn’t have any much effect either aside from her and Lunas magic blasts.

“Just you wait….” By gritting her teeth and hissing like a cat, Black Cat by holding herself with her claws resumed her running, heading this time right to the top of Squriks shark like head, once again jumping up high, the cat burglar this time swung her hinder hoof and as hard as she could delivering a strong roundhouse kick right into Squirks face and seemingly making the sea creature stagger a bit.

Recuperating quickly however, Squirk sharply recoiled with his head having his mouth reopened, snapping with his jaws yet Felicia narrowly evaded to be devoured by flipping over Squirks head sail before leaping off, yet Spitfire, seeing her cat burglars teammate falling, the Captain of Wonderbolts zipped her way and grabbing Felicia by her hooves, flying with her into safety.

Yet Squrik extended his tentacles, but before he could swing after the mares, a violet magic beam hit a giant set snake right into the centre of his crab like armoured back where his tentacles were coming from, making him stagger and grunting in discomfort. Turning sharply, Squrik spotted Twilight zipping through the air, flying in a super speed via her alicorn magic and leaving a violet pink streak behind her, the Celesitas student loaded her hoof with her magic as the mare drove her glowing hoof right across Squirks face with such force that it generated a miniature shockwave and making an enormous sea snake stagger back by the impact.

Being temporarily stunned and yet shaking his head to recollect his senses however, a lightning suddenly stroke right from the cloudy sky, as Squirk horrendously roared aloud painfully as the lightning stroke the sea monster right into his head. “Who did that?!” Squrik blurted out, shuddering in both pain and anger as he turned his had around to see Luna hovering in the air by flipping her wings.

“You are not the only one, who can control and manipulate weather….” Princess of the moon hissed venomously with her royal blue stare resembled daggers yet fading behind a white glow as Luna rose her front hooves over head and like on her command, the stormy clouds started thundering. “TAKE THAT!” Luna bellowed on top of her lungs with her voice distorted as a series of lightning strikes went right down from the sky and simultaneously hitting Squrik on the fullest voltage in shock.

Roaring seemingly in pain and agony with the electricity channelling and coursing though his body with all that water around surrounding and working like a wire, yet surprisingly, the electricity suddenly started losing on its intensity and fading away, as Squrik actually and somehow managed to absorb all that electricity into his body.

“Huh?!” Luna gasped in a total awe with her intense glare shifting into a dumbfounded stare, failing to understand what had just happened, failing to realize Squriks tentacle wrapping itself around the alicorns frame and tightening itself so hard that the Luna couldn’t even move, blaring in discomfort.

“Your attacks are pitiful! I am afraid you will have to try harder than that!” Squrik huffed out as he tightened his grip on Luna.

“Princess Luna!“ Twilight shrieked in horror and flying to add the princess, which however appeared to be a mistake as this time being cautious, Squirks another tentacle wrapped right around Twilights own frame before she could even hope to react, tightening her fest.

Spitfire who was flying around still carrying Felicia like an extra weight attempted to do something by flying towards both princesses direction, yet spotting both mares with an edge of his eye as suddenly and without expecting that one coming, Squirk sprung his long serpentine tail right out of the water and swapping both Spitfire and Felicia out of the air with the fin on its tip.

“Give it up you fools! Its useless!” Squirk roared with his patience with ponies vocally running short as Spitfire along with Felicia kept falling and splashing right into water.

“Spitfire! Felicia! Oh no!” Trixie squeaked in horror as she witnessed the entire fight from a safe distance, while Sunset Shimmer had her horn loaded with a fiery aura, radiating an intense heat and still trying defrost a frozen Wolverine as eventually the ice blockage imprisoning the X-Men already started melting away.

Yet worrying about both mares safety and turning into her more willing site, Trixie galloped her way right to the shore, leaving Sunset to her task as being at the edge of the shore spotting both Spitfire and Felicia in a distance, somewhere over hundred feet away as both mares were splashing water around themselves by trying to keep themselves above the surface on the raging water.

Not wasting any time, Trixie snatched her magician hat from her head, and just like back in Manehattant while helping Peter and Babs out and like on her command as her horn started glowing with her pink aura, two ropes made literally out of handkerchiefs of various colours spread right from the hat and spreading out of themselves right towards Spitfire and Felicias location as they wrapped themselves over the Pegasus and cat burglars torsos, hanging them tight. Yet as Trixie concentrated more of her magic into her horn, both handkerchiefs rope started winded themselves up and slowly yet steadily started pulling Spitfire and Felicia into safety.


Back in the Throne Room, Celestia and Spike stared at the magic orb as the images were magically projected, watching the fierce ongoing battle between Avengers and Squirk with bated breaths, while unfortunately and apparently the Elemental of the Sea was apparently getting an upper hand in battle, as Twilight, Lunas and the others attacks so far didn’t had any much effect due the sea serpents own gigantic size and seemingly impenetrable hide.

“Squirk is a very powerful and formidable opponent indeed…..” Princess Celestia casually stated, yet her voice was apparently wavering with uncertainty. “And therefore being an Elemental Lord with his natural ability to control the elements like hurricanes, tidal waves and rainstorms, he represents a severe threat to the entire Manehattan. Peter, Twilight, Luna and others has to stop him and fast….”

“Yes Princess Celestia…..But he is a way too big and strong for them. They need more help.” Spike stammered while he didn’t avert his slitted emerald eyes from the orb, a concern for his friends being vocally present in his voice. “With Twilight, Princess Luna and Logan out, their only hope is Peter now. He is the only one who is strong enough to take on that monster.”

However, a casual realization suddenly struck Spikes mind as a brick and by slightly turning his head on the side, baby dragon blinked with an edge of his eye on the nearest door, although very unfortunate thoughts came into his mind as it also slightly darkened itself with uncertainty.

Yet by realizing baby dragons rather worried expression, Celestia gently patted Spikes shoulder, awakening him from his daydreaming back into reality. “Everything will be just alright, Spike. I have already send out for Applejack, Pinkie Pie, Rarity, Rainbow Dash and Fluttershy. They should arrive shortly. I am sure that along with Twilight wielding the full power of Elements of Harmony, I believe that they just might turn the table and overpower Squirk just like they did with Lavan.” Celestia assured as her attention returned back to the magic orb.

However, Spike who unfortunately didn’t look like much assured at all watched the orb that was showing a raging battle going on, with more concern and worries filling his mind yet also straining his heart. Yet despite his mind being darkened with uncertainty, yet somehow giving himself confidence, Spikes expression though shifted into a more determined one as a fierce look took its place on young dragons scaly features and once again glancing upon the door behind.


Meanwhile, Squirk kept holding both Twilight and Luna in his tentacles tight, holding them so fest that they could barely even move, as both princess were grunting in discomfort, gasping for breath. “You are not worth my time! And now when you are down, I can finally take you out….” Squrik snarled and grinning sinisterly as he tightened his grip even more, squeezing Twilight and Luna with such pressure like anything else as both mares clenched their teeth and screaming aloud in pain, threating to be crushed alive.

However, a familiar faint like shot echoed throughout the air, as a sticky substance flew splashing itself right over Squriks right eye, webbing it, yet another shot latched right over second eye, as Squirk roared in discomfort, finding himself temporarily blinded and disoriented alike and relinquishing his grip on Twilight and Luna, releasing them.

Swinging on his webbing strand latched right on one of Squriks claws, Spider-Mane extended his free hoof and catching Twilight. Yet making a sharp turn and ceasing his momentum, Spidey released and threw himself from his webbing yet also managing to grabbing Luna with his another hoof in the mid-air, fixing her over his shoulder.

“A guy could get used to this.” Peter nonchalantly and inwardly pointed to himself as he effortlessly landed on the solid ground with Twilight and Luna in his grasp, gently putting them down. “You okay?” He asked, concern being vocally present.

“I….Think so.” Twilight weakly gasped for air with her breathing resembling a sharp glass brushing over a hard surface.

“Thanks for the safe.” Luna thanked in quite a weak tone above the whisper yet princess of the night managed a smile to her best friend as Twilight did.

Returning a serene smile of his own on the fullest yet shifting his attention back to Squirk who already managed to tear a sticky webbing from his eyes with his tentacles and being ready to make his comeback, Spidey nonchalantly smirked underneath his mask. “You girls take some time out, while I have some very very big fish to catch.” And with those words, Spider-Mane fired a strand of webbing into a near tree and springing himself on it forward by spinning himself, to Squrik face to face.

By firing another web strand that latched itself right over Squriks crab like armoured chest, Peter forced himself into a swing around sea serpents monstrously humongous body, yet using his free hoof he shoot numerous web shots, bombarding Squriks face with them as each shot splashed over the Elementals hideous features, distracting him.

“Haha! How do you like them webs?” Peter cheered out while keeping up his momentum.

“It will take more than some cheap sticky substance to take the best of me, bug!” Squrik bellowed in frustration, sharply recoiling himself and swinging his second free claw right after annoying masked stallion.

“For crying out loud!” Spider-Mane grunted quite in frustration by once again hearing out and being called “bug”, a term that he absolutely hated yet also reacting quickly to his Spider Senses warning, the wall-crawler leaped from his webbing and narrowly flipping over Squriks claws swipe yet swinging and latching himself on it.

“For that last time, and I really meant it….Spiders….Are …..Arachnids! Arachnids! Arachnids! How many times shall I repeat that? How would YOU like to be called a…..Sea slug for an instance?” Spidey scolded quite exasperated and by taking an offense that time, the knight leaped high on top of his abilities, swinging his hinder hoof and delivering a very sharp axe like kick right into Squriks snout and much for his awe, a monstrous sea snake roared aloud quite in some pain and discomfort alike, staggering himself by being obviously quite stunned, as Spider-Manes direct hit into the Elementals snout, which apparently appeared a nerve centre had a surprising yet also immense affect on Squrik.

“Aw! Feeling a little vulnerable?” Spidey nonchalantly quipped by finally exploring some of Squriks possible weakness at all, making a flip in the air before firing another webbing strand that latched itself right at the edge of monsters mouth. The webslinger made a sharp turn on his webswing yet to keep himself away from Squiks scythes reach, casually swinging himself right behind Squrik, as a sea monster was slowly turning his head after him, only to be shot numerous times into his neck by Twilight magic blasts, who already managed to catch her breath and being ready for round two to assist her knight in aid and taking an advantage of the Elementals distraction.

Spidey however was welcomed by four of Squriks dangerous and slimy tentacles that were exposed out of monsters back and like having minds of their own springing themselves right at masked stallion while Squirk found himself quite confused, not knowing who to concentrate first, either the princess or the masked knight.

Casually releasing himself from his webbing and narrowly flipping and sliding over one tentacle, Spider-Mane fired another webbing strand right into Squriks armoured back and sling-shooting himself forward and by forcing himself into a spinning like motion, the webslinger managed to successfully pass through all three remaining tentacles, that nearly got tangled into each other.

“Oh boy! And I though Doc Ock was a pain in the arse with his tentacles.”

Firing another strand, Spidey however this time swung himself closer to Squriks reach, as his Spider Sense within his cranium suddenly blurred out on its fullest yet Spidey could only see Squirks huge mouth with his razor-sharp teeth exposed opened up wide as the sea serpent was about to devour the knight as the creature of the sea finally managed to recuperate himself from the blow.

Yet as usually letting his Spiders Sense quid his movements, Spidey casually and rather in the last minute managed to flip right over Squriks shark like snout, narrowly dodging Elementals sea serpent razor sharp teeth with his jaws snapping aloud with the hero sticking himself on his snout. “Wow! Almost got me there….“ Peter murmured while holding himself with his wallcrawling like ability to stick at any surface while the giant sea serpent was furiously thrashing his head around like a wild mustang trying to shake the cowboy from his back.

Yet also not giving up an inch as well, Luna, who also joined their friends side to aid him in the battle with the beast of the sea, fired a dark blue magic ray from her horn as her blast hit Squrik this time right into his exposed gills, causing an enormous sea serpent once again to literally roar quite painfully as the gills also showed itself to be another very sensitive and vulnerable spot, as Elemental suddenly found his intakes of breath somewhat short with gasping.

“Snout plus gills being an Achilles Heels. I got to remember that.” Spider-Mane thought while hopping casually down from Squriks head into a freefall yet the hero fired another strand of his webbing that latched itself right at the edge of Squriks mouth and springing himself on his webbing, Peter sprung himself with a speed of a missile like a projectile back right up, extending his right hoof as his Twilight Arm gauntlet started glowing and pulsing with electrical sparks.

“Open wide and say Aaaa!” Spider-Mane howled as he delivered a very nasty enhanced uppercut punch right underneath Squirks lower jaw with such a raw force, combined with his spiders strength and Twilights Arm little power, as it generated a miniature shockwave potent to rise the waves of the local way and sending a slight tremors throughout the shore.

Unfortunately Spider-Mane who had nothing to stick his web on or swing from much for his dismay started falling, already seeing himself either underwater or squashed right on ground, yet suddenly a violet magic energy surrounded Peters body as he spotted Twilight with an edge of his masked lenses using her telekinesis to levitate her husband in the mid-air, as young princess gave her knights a reassuring smile.

Squirk however on the other hoof, dazzled, feeling all knocked out and finding himself on the verge of unconsciousness, Squrik grunted in a very foul mood as his monstrous frame limply fell backwards before splashing into water, yet the impact caused and rose a miniature tidal wave that merely brushed itself right at the shore.

“Just take a little nap with fishes.” Spidey quipped triumphantly as he along with Twilight and Luna watched Squirk sinking deep into the water.

Meanwhile as Spider-Mane, Twilight and Luna took on Squrik, Sunset Shimmer finally managed to fully defrost Wolverine from his ice shard prison by repeatedly using her heating spell, with Logan though being obviously undercooled with some ice burns over his hooves, yet the X-Men was alive. “Logan?” Sunset asked, he concern being vocally present. “How do you feel, big guy?”

“H-h-h-urm! I-i-its c-c-ccold.” Was all Logan could say, wrinkling his teeth by cold, as he barely yet with Sunset helping gruff stallion on his knees, yet out of instincts grabbing his hooves over his chest so he could at least little warm himself up as he was shimmering himself by freezing, yet Sunset helped out by using her heating spell by her horn to make Logans warm up a little faster as the freeze burns already started mending themselves via his accelerated healing factor.

Trixie, meanwhile finally and fully managed to pull Spitfire and Felicia from raging water with her handkerchief ropes yet also helping the girls up on the shore. “You alright, girls?” Trixie asked concerned with her expression softening.

“Yeah…We are okay.” Spitfire replied with a slight gasp and spitting out some remains of water. “Thanks by the way Trixie.” The Pegasus however thanked the magician for her effort, giving her fellow mare a sincere affirmative smile, much for Trixies satisfaction.

Felicia however looked like a wet cat. Literally. Her tight black leather spandex seemed to be slightly clothed, her white furs over her hooves being soaked by water like sponges, not to mention her elegant snow-white mane being as just wet as water was dropping from it as the cat burglar herself seemed to be somewhat shocked, feeling quite in a foul mood.

“Hardy? Are you alright?” Trixie carefully asked, being quite concerned about Felicias condition.

“Alright?! No, I am NOT alright!” Felicia blurted out in both frustration and vain alike as evidently being in water had somewhat a very unpleasant experience for a cat burglar. “Just look at my mane! Like it wouldn’t just be enough I had it soaked from the rain, let alone soaking myself in that cold water with my costume being soaked like sponge!”

“Sheesh! Put it together girl!” Spitfire though scolded the mare to for crying out loud put it together.

Meanwhile, Spider-Mane along with Twilight and Luna by their knights side stood right at the edge of the shore, observing the local water around them where Squirk collapsed cautiously.

“What do you think happened to Squirk?” Twilight asked cautiously while not letting her guard down and not letting her sight out of the water.

“Maybe he has just sunk up with the ship….” Spider-Mane simply quipped on of his trademark sarcastic quirks, not being obviously that much cautious and concerned like his wife, which would soon show to be quite a mistake, as the wall-crawler recoiled sharply as his Spider Sense within the back of his skull went on blurring like crazy. “Uh-oh!” Was all Spidey could say as four of Squriks longs flexible tentacles burst their way out of the water like hungry serpents lunging themselves right on their unsuspecting prey, heading right forward the heroes.

“Guess you have spoken too soon, my friend!” Luna offhandedly blurted out with her voice being loaded with sarcasm as she along with Twilight and Spider-Mane mimicking her actions leaping out of the tentacles reach, yet each tentacle followed one pony respectively by a different direction.

Twilight and Luna both spread out their wings and lifted themselves up, trying to make some distance yet firing several bolts of their magic right into tentacles in an attempt to keep them out of their reach, which however didn’t help much as the tentacles rather relentlessly sprung themselves up as they eventually managed to catch up to both princess, once again constricting them tightly.

“Twilight! Luna!” Spider-Mane blurted out in shock as he witnessed with wife and the best friend being once again tied up, yet unfortunately the knight couldn’t do a think so far as he was quite busy with two remaining tentacles being behind his tail, literally.

One tentacle swung itself forward, yet reacting to his Spiders Sense along with his amazing agility and speed, Spidey nimbly jumped away with a backflip on several meters away on the side, yet only for the second tentacle rising up in an attempt to crush its prey, yet masked stallion jumped out of the way of tentacles reach on his right, only for the first tentacle rushing forward with a seed of train, but the knight nimbly leaped into the air, narrowly dodging the third assault with a sommersault.

“HEY! Keep those slimy claws to yourself!” Peter scolded as he effortlessly landed on the branch of the nearest tree and casually firing from both of his front hooves, trying to keep the tentacles out of his reach by webbing them up, but it was not problem for the flexible and mighty tentacles to easily tearing Spider-Manes usually so much steel like strong and resistant webs like a paper, much for Peters dismay.

“So much for that idea….” Spidey muttered exasperated as one of the tentacle swung his way, forcing the hero to cautiously fire another strand of webbing from his hoof into another near tree and forcing himself into a swing, yet contorting his lower body and extending his hinder hooves to narrowly avoid the tentacle that crushed the tree like a toothpick instead, yet the knight shifted his momentum to the side to avoid the seconds tentacles swings, making a sharp turn.

Yet like having mind on their own and like they would all plan this, the first tentacle thrust itself Spider-Manes direction yet swinging right after the web strand on which the webslinger was hanging and swinging, yet a long claw suddenly popped his way out of it and easily cutting it in half. Being completely taken aback, Spidey found himself in an uncontrollable spin and unintentionally falling right into Squriks second opened tentacle, finally managing to catch and constricting masked stallion tightly.

“Oh man!” Peter sighed in a very exasperated and defeated like manner yet struggling himself with grunting as he experienced a literally crushing force of Squriks mighty tentacles, feeling himself to be literally being bear hugged by Hulk himself, struggling himself with his own spider strength to set free thought it was difficult.

“Peter!” Twilight and Luna shrieked simultaneously as they helplessly witnessed their knight getting capture also, the mares were struggling in an attempt to set themselves free yet against Squriks powerful hold of his tentacles it was for naught.

Yet, Squriks hideous face emerged out of water as a terrible sea serpent triumphantly rose up and staring at their preys with a sinister like glare yet rather keeping his attention on strangely costumed pony with a mask. “Pathetic little fool! There is the only one around being as slippery as an ell, ant that’s ME!” Squirk bellowed, frustration present within his hissing like voice.

“Okay, hold on, big guy! I know you just don’t sully your squid slime all over my yezzy new costume!” Peter sarcastically quipped yet his quirks were cut short as Squrik tightened his hold of the knight and both princesses even further as the Elemental of the sea wanted to crush his prey alive.

Yet and just like before, a series of though quite different and quite super-hot like blasts hit Squrik from the side into his neck and managing to hit his sensitive gills, which already proved to be quite a weakness and causing a giant sea serpent to roar in discomfort well if not even in pain. Gritting his teeth, Squrik immediately and sharply turned his head around to locate the source of the disturbance as he saw Sunset Shimmer levitating in the mid-air with her horn glowing with a fiery hot aura.

“Get a load of that, squid face!” Sunset snarled, having a nasty glare over her features nearly resembling daggers and generating more of her heat energy into her horn. Hissing menacingly, Squirk extended both of his menacing scythe like claws and swinging them both simultaneously in a x-cross like motion, yet reacting quickly Sunset managed to evaded Squriks attack by making a swift turn in the air and released another series of super-hot glowing blasts from her horn, bombarding sea serpent so tenaciously and the force of her blasts being potent to the force of the gatling gun as fiery maned unicorn managed to sear the gills on sea serpents neck a little bit, again causing Squrik an intense pain.

Being distracted from Sunsets assault, Squrik though failed to realize Wolverine galloping his way right forward Squrik direction, the mutant had the most intense stare over his masked features, with his bleak eyes lenses were literally glowing with hatred centred right on the sea serpent, as the X-Men was back with vengeance.

Out of disorientation and like unwillingly making it easier for the X-Men, Squrik aimlessly swung his fourth free tentacles that swung its way right towards Logan to smack him, yet reacting quickly, the gruff stallion leaped out of the way just in time before the tentacle slammed into the ground, yet landing right on it, Wolverine proceed galloping his way on his hinder hooves up high while Sunset was still distracting the sea monster with her attack levitating around, a loud and very well-known SNIKT sound echoed as Wolverines adamantium claws made their way out of his hooves each, glowing by their deadly sharpness in light.

And while approaching quite on the reach, the X-Men lunged himself on top of his abilities, soaring his way right towards Parker who was still constricted by Squriks another tentacles and roaring on top of his lungs via his trademark battle cry, Wolverine managed to slice the tentacle easily with his claws, freeing Parker as Squirk roared on top of his lungs painfully as the piece sliced tentacle fell down to the ground.

Yet not being finished at all, Wolverine lunged this time towards Twilight and by repeating the same process the gruff stallion cut slimy tentacle yet again jumping that time to Luna, the X-Men sliced again, managing to free both princess at once yet inflicting Squirk more pain by slicing one of his tentacles by another.

And then by finishing it all, Logan forced himself into a free fall yet extending his right hoof and slicing the last final tentacle with claws before making a flip in the air and effortlessly landing back on the solid ground with Spider-Mane swinging on his web along with Twilight, Sunset and Luna soaring down joining their mutant friends side.

“That did it….” Luna stated though her voice was slightly was wavering and being rather lacking its usual certainty while uneasily staring at Squrik recoiling and roaring painfully with four of his tentacles being just severed.

“Ouch! That’s gonna hurt.” Spidey muttered in a very uneasy and rather gruesome way yet also a strange sense of nausea associated with masked stallion while also spotting four pieces of Squriks cut tentacles lying around and even moving out of themselves.

Yet suddenly the most peculiar yet also very unfortunate thing just happened. Four of Squriks severed tentacles somewhat started mending themselves, as from each opened sliced wound caused by Wolverines adamantium claws started regenerating and growing a brand new tentacle each within an accelerated rate of time as all four sliced tentacles just got fully regenerated and being just replaced by a brand new ones, much everyponys utter dismay and shock.

“Yer shittin' me….” Was all Wolverine could say in a very dull yet all awed way.

“His tentacles……The have just….Regrown and healed themselves in a very accelerated rate…..” Twilight weakly stammered by deducting the entire matter yet blinking over Logan. “Exactly like you, Logan…..”

“Impossible….” Luna stammered shocked.

“How could he has just done that?” Sunset Shimmer stammered in disbelief.

“Well….” Spidey offhandedly muttered by trying to give a logical explanation. “Since actually sharing some similarities with different sea species, like having tentacles, gills, fins, he actually might share some genes with cephalopods like octopus for instance, who when losing or dropping a limb are able to regrown it back….”

“Just once again a fittin' time ta make a sciency chat, bub….” Logan grumbled and shaking his head in disbelief as Parker once again brought up sciency stuff in the situation like those.

“Oh boy…..” Spider-Mane muttered under his breath.


Back within the quarters of Canterlot Castle, a loud galloping like sounds were echoing throughout the confines as the main door of Throne Room shut open as Rainbow Dash, Pinkie Pie, Applejack, Fluttershy and Applejack rushed their way into the room.

“Apple Jack. Rarity. Rainbow Dash. Fluttershy. Pinkie Pie. Thank you for coming.” Princess Celestia greeted all six mares with her serene voice sounding rather very urgent like.

“We have come as soon as we have got the message, Princess Celestia.” Apllejack blurted out panting for breath yet the farm pony inwardly chiselled herself for actually be yelling out in the presence of the Ruler of Equestria.

“From what we heard from your message, there is a hurricane raging on Manehattan?” Rainbow Dash asked while trying to catch her breath.

“And that Twilight along with Peter, Logan, Princess Luna and the others are in the city to help the citizens?” Pinkie Pie squeaked in both awe and dismay in the same time.

“Indeed, Pinkie Pie.” Princess Celestia replied on party ponys question yet her expression shifted into a more concerned and rather dismayed one quite for the Elements of Harmony concern as well. “Yet….The things have grown a way much more series than it was expected. Look…..” Celestia casually shifted her attention back to the magic orb behind her, prompting the Elements of Harmony to follow the royal alicorns example.

The girls thought rather hesitantly blinked right into the magic orb as they all simultaneously freaked out with their expressions stiffening in a horror, as they saw Spider-Mane, Twilight, Princess Luna and the Avengers fighting against a hideous gigantic red sea monster, which apparently appeared to bear a resemblance of various sea creatures at once, along with tis long serpentine like body, shark like face and two pair of tentacles coming from its back.

“What….Is that?” Fluttershy stammered in a very meek and trembling voice, slightly crouching in fear.

“That’s Squrik, The Elemental of Water.” Princess Celestia explained, yet her own voice also seemed to be rather wavering and being strained by uncertainty yet remaining even. “Yet, it was also him all along who created and send that hurricane upon Manehattan.”

“Another of those terrible so called Elemental Lords? Like that brutish Lavan for instance?” Rarity exhaled in shock, yet the fashionista was apparently looking just as horrified like Fluttershy.

“You sure mentioned that one before, didn’t you Your Highness?” Rainbow Dash considered by casually recalling by actually seeing Squirk along with other Elementals and Grogar back then when everypony was present on a very special meeting a week ago, by which Celestia merely nod her head, pointing on the Pegasus was right.

“Oh my gosh, oh my gosh! The guys doesn’t seem doing too much good!” Pinkie Pie squeaked quite frightened by seeing Squrik within the magic ball apparently getting an upper hand over the Avengers, as the heroes attacks so far didn’t had much of effect on a gigantic sea serpent due to its monstrous size and seemingly impenetrable hide.

“We gotta help 'em!” Applejack stated in a very decisive like way with her emerald green eyes glowing with determination.

“I agree Applejack. I believe that by once again along with Twilight wielding the full power of Elements of Harmony like you have done with Lavan, you just could turn the odds in your favour. Yet….Spike, I need you…..Spike?” Princess Celestia turned around to address Spike about something, yet much for Rulers of Equestria and other mares confusion, baby dragon was nowhere to be seen as Celestia failed to locate him within the Throne room, assuming that he must have left some time ago, wondering where he just might get to.

However, Celestias deep violet royal eyes shot open and her expression stiffening in horror as an unfortunate and rather very dark thoughts filled the confines of alicorns mind. “Oh no……”


Spike was running as fast as he could, passing his way right through the Hall of Fame bearing a very decisive like expression as even his lizard emerald like eyes were gleaming with willingness and determination, as he eventually reached the doorway of the treasury room with the Elements of Harmony along with other powerful magical artefacts being stored within.

But just before the baby dragon could reach out and open the door, a flash of bright light burst out, causing Spike to shield his eyes as Princess Celestia materialized, yet much for baby dragons awe, the sun goddess bore a very uncharacteristic stern and serios expression, quite opposite from usually a very gently, serene and polite one.

“P-Princess Celestia….?” Spike stammered, being quite confused about Celesitas sudden and rather drastic change of demeanour yet also noticing with an edge of his eye that Rainbow Dash, Pinkie Pie, Rarity, Fluttershy and Applejack were galloping towards.

“Spike…..” Princess Celestia spoke off, her tone sounding pretty no-nonsense and serious yet remaining even and deliberated regardless yet out of empathy, the snow-white alicorn would have an idea what Spike might be up to. “This is not going to work. And you just might forget about it”

“It has to….” Spike simply stated with his determined and willing mood not faltering yet still expressing his respect towards the tall mare that was towering over baby dragon.

“I am afraid you are not thinking straight and aware of the consequences.” Celestia stated, not actually being as much as stern as she actually was rather concerned.

“Maybe I am not….” Spike replied yet stubbornly insisting on his thing. “But this just might the right cause I can do.”

“Good cause or not, this is just a way too dangerous, Spike. No matter if your intentions are noble or your heart being pure.” Celestia shook her head dismissively her serious expression not faltering and standing firmly like blockage between Spike and the door into the archive room. “Peter know just too well what he had said. And with Logans own testimony and the same concern…..The Crimson Gem of Cyttoyark is just too powerful artefact. And in the wrong hands it would be nothing but an instruction for destruction. I have sensed its great yet corruptive potential myself and if you just use it now, there is no telling what this might do to you or worse, its not certain if the world might be ready to deal what would come out of it.”

“WHAT?!” All mares blurted out aloud shocked as their awes echoed throughout the vicinity.

“Crimson Gem of Cyttorak?” Fluttershy muttered by spelling the name of the crimson ruby that lied behind those door, that by the way hold a great yet also very dangerous power.

“You have actually been about to use it?” Rarity stammered nervously, concern being vocally present in her voice yet much for all mares dismay and awe, Spike merely nod his head.

“Spike, that is just nonsense talking!” Rainbow Dash blurted out in protest.

“Yeah! Don’t you just remember what Peter said about that thing? Its dangerous and unpredictable!” Pinkie Pie added, as usually cheerful and quite oblivious pink party pony was just as concerned like her friends.

“You just couldn’t be that reckless to mess with it!” Applejack also added thought her voice sounding a way more serious than the rest of the girls.

“Thanks for the support, girls.” Spike muttered sarcastically yet turning back to face Celestia “Princess Celestia….” Spike trailed off and addressing the Ruler of Equestria with more respect. “They are my friends and right now, they need my help. I maybe be small, too young and dropped out….But I am still the part of the team.” Yet though baby dragons voice slightly started wavering and his words more likely sounding like pleas instead “You just…..Cant stand in my way if I am trying or willing to do a right thing.”

Considering young dragons words thoroughly that actually bore lots of sense, yet also willingness and determination, yet Princess Celestias stern expression eventually softened, turning into a more sympathetic melancholic one. “No…..I cant….” The alicorn simply whispered, stepping aside from Spikes way, yet using her telekinetic via her horn, the doors of the archive room opened.

“Princess Celestia?!” The girls simultaneously blurted out in disbelief as they found themselves staring as Princess Celestia was actually making things easy to Spike.

“What are you doing?” Applejack stammered incoherently.

“What I have to do, Applejack…..” Celestia simply declared, yet her voice sounded rather blunt and her expression grew somewhat unreadable.

“Come on, Princess Celestia…..” Rainbow Dash blurted out in a very exasperated and hopeless like way yet much for her dismay realizing that she was actually slightly yelling in a presence of the princess.

“Are you just going to let this all happen?” Pinkie Pie questioned.

“As much as you are all concerned and even I am not happy about it either…..Yet Spike is right. Peter, Twilight and the others needs his help. And therefore we have no right to discourage him or talk him out of it.” Princess Celestia stated, speaking with an unkindled gentle, serene and deliberated tone, expressing her respect to Spikes decision.

“Um….But Princess Celestia….” Fluttershy meekly trailed off in a slight protest.

“He has just decided that way by himself, Fluttershy.” Celestia rose her hoof by simply and politely cutting a shy pegasus protest short, much for other mares dismay.

Spike entered the archive room, making a couple of rather heisting steps as he slowly yet steadily approached the holder where the Elements of Harmony along with Ignus Solaris and Celsius stood on them by the same way just like by the first visit, with though an exception of Twilight Arms which Peter took along, yet there was also a small silver patterned box there, with a Crimson Gem of Cyttoraks duplicate inside.

By reaching out, Spike carefully took the ruby out of the box and staring on it for a while. Yet out of the sudden, a flashbacks started flashing within baby dragons mind, yet also recalling the sad events when Spike once nearly lost himself to greed and turning into a ferocious raging dragon beast of himself, unwillingly threatening his friends, Rarity and the entire Ponyville, with Peters warning about the gems great yet unfortunate dangerous and corruptive potential echoed within Spikes ears, filling his heart with uncertainty as well as a little fear to once again turning into something he didn’t want to be or despising, making him somewhat hesitant.

Yet however, by also recalling the events to be a fully grown and in his adult dragon form taking on several battle droids, facing the Incredible Hulk, Sunset Shimmer in her demon, Sinister Six and Rhino in his battle armour, holding his own against Venom infected Luna and then also taking on Norman Osborn, as well as remembering being the Avenger and despite being small, young and temporarily left out, he was still the rightful member of the team, yet also realizing and knowing his friends needed his help and that gave Spike strength he just needed, with a very determined look forming over his scaly features.

In the instance and out of the sudden, once again came that a very odd moment like the time froze and everything just come to temporarily hold as even Spike also seemingly stopped taking in and somewhat going numb to the outside world……..He just opened up his mouth and chomped right on the Crimson Gem of Cyttorak before started chewing it viciously.

“Spikey” No wait!” Rarity gasped out of shock and fright, yet the fashionistas pleas were for nothing as Spike was chewing out the gem before eventually taking a deep gulp and swallowing the crystal.

“Mmm…..Not tasting bad at all….” Spike stated yet cautiously just standing on place, expecting something would happen, yet so far and strangely, the young dragon didn’t feel any change at all.

“Um….How do you feel?” Ffluttershy carefully dared to ask yet her meek voice was filled by concern.

“I don’t….Fell any different. Do I look any different?” Spike replied, being quite confused, wondering if it worked at all or not.

“You still look like the same if you ask me.” Pinkie Pie thought stated in quite dull and her usual clueless like way by which though the party pony would soon regret thought.

Suddenly, Spikes left eye started twitching as well as baby dragon somewhat started shivering himself involuntarily yet a loud grumbled echoed aloud from his stomach like a storm would be going on within as a sudden strain of pain stroke out of it, causing Spike to grunt painfully and grabbing his belly, cringing, much for the girls and Princess Celestia concern.

Yet, Spikes eyes shot themselves open. However and by deepening everyponys horror, his usually deep slitted emerald green irises lost themselves behind a fiery crimson red like glow like a demon, as quite a ferocious snarl escaped right out of young dragons throat……


To be continued…..