The Amazing Spider-Mare: A Long Way From Home

by SuperPinkBrony12


Spidey v.s. The Lizard: The Rematch

After a very long time of toil, sweat, tears and most of all hard work, the trio of ponies working together could finally stop to rest. Trial and error had taken the better half of at least an hour, if not two. Yet Pinkie Pie, Cheese Sandwich and Twilight Sparkle could all see the results of their efforts staring them square in the eyes. Contained within a vial similar to the ones that Starlight had used in the past, was a liquid chemical that was going to undo the effects of Starlight's experiment.

Or at least, that was what was hoped for. The hypothetical cure hadn't been tested yet, and under the circumstances it was going to be impossible to test it properly. The only way to know whether it would work as intended or not, would be to administer it to the very pony that the trio hoped desperately to cure.

After pulling down her mask, Spider Mare carefully grabbed the vial containing the cure and tucked it into a small pouch for safe keeping. "Well, I guess there's nothing left to do now but track down Starlight and find a way to give her this cure," She said with a great deal of hesitancy. "I really hope this works. If it doesn't, we may not get another chance to reverse the effects of that transformation. Starlight will be lost forever."

Black Cat trotted over and reassured his troubled partner in crime fighting. "We've got to have faith that it will work. For our sake and for Starlight's."

Spider Mare firmly nodded. "Right. And this time, we'll be ready for her! One way or another, this is all gonna end! So let's head back down into the sewers, find Starlight, and leave the rest to faith and our abilities."

"Indeed," Black Cat agreed. "I'm ready when you are!"

Yet before either pony could leave, Twilight cleared her throat and spoke up. "Pinkie," She appeared to plead. "Can I have a word with you, alone if you wouldn't mind?"

Suspecting nothing, Spider Mare nodded back and then said to Black Cat. "Go ahead without me, I'll catch up. This shouldn't take long."

"Alright, but I'm not heading down into the sewers until you're by my side. You have the cure." Black Cat agreed. Then he departed the lab and headed for the castle doors. Just like that, Twilight and Spider Mare were alone with each other. No one but them would know what would be discussed.


Twilight took one look at her crime fighting, web slinging friend and cleared her throat. What she was about to say was extremely important. "You're not feeling well, Pinkie. I can tell."

"Whatever do you mean, Twilight?" Spider Mare shot back a most puzzled look. "I'm totally fine."

Twilight was anything but convinced as she shook her head. "You're not, Pinkie. Don't try to lie. You're going to great lengths to hide it, but you can't fool me. You don't seem to have as much of a spring in your step, you've been coughing a lot and it looks like you haven't been sleeping the greatest."

Spider Mare was quick with the reply. "I know what you're thinking, Twilight. But I assure you, I'm okay. Crime fighting takes a lot out of you, that's all. So maybe I'm a bit under the weather, so what? I'm sure that whatever I have, it'll go away once I get a good night's sleep. And I'll sleep a lot better once this whole lizard business is taken care of. I'd already be on my way if you didn't pull me aside so we could talk about this."

The young alicorn sighed and had to resist the urge to groan. "Pinkie, you remember what happened with Applejack during that one applebuck season? Or what happened the first time you foalsat the Cake Twins?"

"Yeah, I remember," Spider Mare nodded and smiled. "But this is different. This is something I have to do! I didn't become Spider Mare because I wanted to take it easy. I've got a friend who needs me, and I'm not gonna let her down! I promise, I'll be careful. Or do you not trust me?"

"No, Pinkie, I trust you. I'm merely saying this for your own good," Twilight sighed again. "Just please try not to push yourself too hard. And you should probably mention this to Cheese Sandwich so he knows. I'm sure he won't mind having to do the heavy lifting for a while because you're not at a hundred percent."

Spider Mare would hear nothing of such an idea. "He already helped out a lot and even saved me back in Manehattan, not to mention him swiping the blueprints to that fusion cannon in Starlight's lair. I'm not gonna make him do even more for me. We're a team! I need to pull my own weight, no matter how heavy that weight may be!"

The princess forced back a groan. "Pinkie, your logic continues to baffle me. Still, I really can't stop you if you're determined to go through with this. So please, if only for your own sake, remember what we just talked about. Be careful, or you may end up being more of a hindrance than a help."

"I understand, Twilight. It's great that you care so much about me," Spider Mare replied as she prepared to leave the lab. "But you don't have superpowers like I do. You didn't dedicate yourself to fighting crime like Cheese and I have. Spider Mare is needed, for now at least. Hopefully, I'll be back soon with Starlight in tow." And with that, she left the lab to join up with Black Cat.


Just as he'd promised, Black Cat was waiting for Spider Mare by the ponyhole cover that led down into Ponyville's sewer system. "Everything okay on your end, honey?"

Deciding it best not to tell her husband about the discussion she'd shared with the princess, Spider Mare just nodded, and replied in an innocent and carefree tone. "Yeah, everything's fine. Twilight was just being Twilight, telling me to be extra careful and all that. You know, 'cause of the cure." She briefly looked down to the vial contained with that pouch on her costume.

Black Cat suspected nothing as he smiled. "If you're sure," Though he briefly took on a serious tone of voice as he added. "You can always tell me if something's not right, dear. We both agreed not to keep secrets from each other."

"Yes, I remember. I haven't forgotten," Spider Mare replied. "Now come on. We've wasted enough time just sitting around here, talking. No telling what Starlight's been up to since we last saw her. Let's get down into the sewers and put a stop to her plan before it's too late!" She promptly pushed back the ponyhole cover, and after taking a deep breath began her descent into the murky darkness of the sewers below.

Black Cat followed close behind, and soon the all too familiar stench of the sewers greeted the nostrils of both heroes. As expected as it was, it was still far from pleasant. But of course, they had greater concerns on their minds at the moment. So they rushed forward, their destination clear in mind! And both of them were thinking to themselves. "Ready or not, Starlight, here we come!"

After only a little while, both web slinging superheroes reached their destination as they felt their hooves touch the familiar ground of Starlight's secret sewer lair. Compared to last time, the place was all but bathed in light. And sure enough, there was Starlight Glimmer herself in all her lizard/pony hybrid glory. As expected, she appeared to be hard at work on her fusion cannon, the object now visible for all to see in its gleaming white glory.

Any hope to utilize the element of surprise was soon dashed, however, as Starlight happened to glance over her shoulder and spotted Spider Mare and Black Cat. She hissed as she turned to greet them. "So you came back. Should've figured you couldn't stay away for long," She swished her tail. "Well, you won't get lucky a second time. I've stabilized my condition, all thanks to my latest and greatest invention."

"You mean your little fusion cannon?" Spider Mare guessed and then scolded. "You really should've known better than to leave the blueprint for it just lying around, Starlight. Were you always this messy of a scientist? Or is that just another side effect of your transformation?"

Starlight let out a roar as she leaped forward, forcing herself to be snout to snout with the intruders! "First of all, I told you never to call me Starlight! I'm The Lizard now! And soon, all of Equestria is going to know me by that name! Know me as their superior! The rightful ruler of a new and better world! Second, do you really believe I've built some silly 'fusion cannon'? If so, you mock me with your incompetence. It's no mere 'fusion cannon', it's a neogenic recombinator. It doesn't merely fuse one type of DNA with another, it combines and rewrites them into one, all powerful kind of DNA! A DNA so powerful that no kind of magic spell can possibly override it!"

Black Cat rolled his eyes. "It's official. You're off your rocker. What you're doing is way too dangerous."

The Lizard jumped back and bitterly snapped. "You wouldn't understand! But how could you when you never lost a limb?! What happened to me back then was an accident, a twist of fate. Yet now I've turned that accident into a blessing instead of a curse. I'm cured!"

"No, you're not! You've become a monster!" Spider Mare firmly insisted! "You may not think so, but the Starlight I know would never be thinking or saying the things you're thinking or saying. Please, end this madness now! Black Cat and I, we can help you! We can change you back to who you were, to who you're meant to be."

"NEVER!" The Lizard roared at the top of her lungs! "I'll never go back to who I was! And if you try to stop me, you leave me no choice but to put you both down by force!"

Spider Mare simply flicked her wrist. "Try it, you won't succeed!" A split second later, a ball of webbing shot out from her left wrist and hit The Lizard square in the chest! It flung her back, pinning her to a wall! "YES!" The web slinger cheered! "Impact webbing, you've come through once again."

But The Lizard only slashed at the webbing with her claws, ripping it to shreds. "Fool! Did you really think your silly little webs could stop me?! My claws and my breath can turn your webs into nothing!"

"Can you blame a mare for trying?" Spider Mare retorted as she jumped back a bit.

"YES! The Lizard shouted and lunged forward, preparing to strike at Spider Mare with all her strength!


Black Cat quickly stepped forward, putting himself between Spider Mare and The Lizard as he brandished his baton. "You want her? You'll have to go through me first!"

The Lizard only continued her charge, undeterred by who now stood in her way. "Don't waste your time. Your webs will be just as useless!"

Black Cat simply grinned as he tapped a button on his baton, then shot out a stream of webbing that ensnared The Lizard right in her tracks! "Care to bet?! You shouldn't underestimate me. I'm just as capable of building my own tech as Spider Mare is!"

The Lizard prepared to rip apart the webbing. But before she could do so, she unexpectedly felt a tingle and then without warning found herself subjected to an intense electrical shock! She yelped in pain as she struggled to stand her ground! "...You!" She coldly hissed, barely able to make herself heard over the crackle of the electricity. In desperation, she swung her tail 'round in the hopes of catching Black Cat off guard!

Black Cat jumped out of the way, and the tail swipe missed its target. But it did succeed in striking the table where the neogenic recombinator rested, knocking it off the table and onto the floor as it slid for a ways before coming to a halt.

"NO!" The Lizard groaned and roared as she tried to fight the electric shock.

"Quick!" Black Cat shouted to Spider Mare! "I'll hold her off! Get to the recombinator and see if you can't destroy it!" Then he held onto his baton as he felt The Lizard try to break free! "No you don't!" He said as he maintained a firm grip, digging his hooves in even as he felt himself be pulled closer to the creature!

Not one to let such an opportunity as the one afforded to her go to waste, Spider Mare shot out a stream of webbing. And she used it to pull the huge device close to her. Never in all her life was she more grateful for her spider strength than she was at this current moment. Without it, she doubted she'd be able to move the recombinator at all, let alone bring it straight to her.

Even as the sounds of a scuffle could be heard going on around her, Spider Mare focused all her attention on the huge, white colored object she now held in her hooves. She frantically looked it all over, trying to see if there were any weak points she could exploit. It didn't seem like there were, and the device looked far too well built to be pulled apart. Maybe she could try lifting it up and smashing it by throwing it from a high enough point? But would the ceiling of the lair be high enough to do the job? Or maybe there was another way to sabotage the device?

Suddenly, the sounds of the scuffle faded. And just as Spider Mare turned to look, she saw a sight that nearly stopped her heart right then and there.

The Lizard had broken free of her bonds and now held Black Cat firmly in the grip of her tail. Black Cat struggled and kicked all about, trying in vain to break free. The Lizard smiled. "That's right, Spider Mare. I now have that which you care about more than anything else. And since I'm feeling generous, I'm willing to make a deal with you," She quickly laid bare her terms. "Give me the neogenic recombinator, and I promise your husband will not be harmed. Don't even think about trying to trick me. I'm just as smart as you are, if not smarter. Resist me, and it looks like it'll be 'death do your part'."

"Starlight," Spider Mare grit her teeth and clenched her hooves. "If you lay so much as one hoof on him, I swear I'll..."

The Lizard simply tsked. "-You're in no position to make threats. Either hoof over my recombinator, or say goodbye to your husband forever!"

"Don't listen to her, Spider Mare! Don't give her what she wants!" Black Cat desperately pleaded with his wife! "I'll be fine, I promise! Smash that thing to pieces! Do whatever it takes!"

Spider Mare, for her part, looked to the recombinator in her hooves. Then she looked at Black Cat and The Lizard, and then she looked back at the recombinator. Suddenly, she seemed to know what she wanted to do. "Okay," She said to The Lizard. "You win. Just don't hurt Black Cat."

"Only if you give me the recombinator!" The Lizard firmly demanded! "Hoof it over right now!"

The wall crawler obeyed, carefully setting the device down and kicking it across the floor to The Lizard. Just as Spider Mare had hoped, The Lizard was as good as her word and released her hold on Black Cat.

"You didn't have to do that." Black Cat unhappily sighed as he reluctantly joined his wife.

"I had no other choice," Spider Mare firmly replied. "I couldn't let you get hurt because of me."


The Lizard smirked with triumph as she held the neogenic recombinator in her claws! "Finally! I've waited a long time for this! My new society will be complete!" She pointed the recombinator at her foes. "You two will make fine additions! You will join me in my new world and will rule by my side!" Yet when she pressed a button and tried to fire it, nothing happened. She blinked and pressed the button again, the same result occurred.

Spider Mare couldn't help but grin. "Having trouble with your little science project?"

"What did you do?! You... you tricked me somehow!" The Lizard growled as she turned the device around to look at it.

Spider Mare's grin only grew wider. "Nope. You just set yourself up for defeat. You did exactly what I thought you'd do. I didn't tamper with your device, I merely added a little something for an experiment of my own."

Black Cat's eyes widened as he noticed a now empty pouch on Spider Mare's costume! "When did you..."

The wall crawler winked. "I wasn't sure if I could destroy the recombinator. So I decided it would be the perfect way to inject the cure into Starlight. Now we just cross our hooves and hope for the best."

"No! NO! You won't cure me!" The Lizard firmly insisted even as the neogenic recombinator began to hum! She dropped it on the ground and tried to run! "I won't let you take everything away from me after I've come so far!"

But with a little bit of webbing and some clever maneuvering, Spider Mare (along with Black Cat) simply brought The Lizard to her knees and pinned her down with a ton of webbing. Then, she used some more webbing to grab the recombinator and point it directly at the conquered foe. There was a loud noise and a bright flash that blinded everyone in the room!

The flash faded before long. The results of the abrupt "experiment" could now be seen clear as day to all.

Sure enough, on the floor of the lair rested none other than Starlight Glimmer now back to being a pony. Surprisingly, though, the hoof she had grown back from earlier was still there even though it should've faded away. The unicorn slowly opened her eyes and stood up. "W-where am I?" She asked as she blinked slowly. She almost gasped and jumped back in surprise when she saw Spider Mare and Black Cat standing over her!

"Starlight," Spider Mare greeted and then questioned. "Do you remember anything?"

Starlight shook her head. "I... can't. My memory's all foggy. The last thing I remember, I was in my lab at Twilight's castle. I'd just drunk a serum I'd made, and regained the hoof I'd lost. Then, all of a sudden, something overtook me and it was like I went to sleep."

"You... don't remember anything after that?" Black Cat asked.

Again, Starlight shook her head. "No. Should I?"

Spider Mare smiled as she offered a hoof to her friend. "It's a long story, Starlight. But you're back now, and that's all that matters. The cure works."

"Cure? My serum had side effects?!" Starlight gasped in fright!

Black Cat reluctantly nodded. "Seems like it did. We'll explain everything once we get out of the sewers and get you back to Twilight."

"Exactly," Spider Mare agreed as she helped Starlight to stand more firmly. "Twilight will be so happy to see you. Now all we have to do is just..." But then her sentence was abruptly cut off as she suddenly felt herself growing light headed!

Black Cat gasped in shock and horror when he saw Spider Mare start to stumble and put a hoof to her forehead! He rushed to his wife's side in an instant! "Are you okay?!" He asked as his tone of voice conveyed just how worried he was.

Spider Mare coughed repeatedly. "I... I don't... feel so... good..." And she trailed off as she shut her eyes and fainted right on the spot!

"PINKIE!" Black Cat and Starlight both exclaimed in shock, fright and disbelief!