Ultimate Spiders and Magic: Episode V "Neogenic Nightmare"

by Maximus_Reborn


Prologue: "Metamorphosis"

Prologue “Metamorphosis”

Images flashed violently throughout the vicinity. Peter ran across a dark abyss, pausing while taking in bated breaths. Beads of sweat fell from his forehead while the earth shook, causing him to lose his footing. Suddenly, a creature rose from underneath the earth and towered over his frame. Peter could only blink at the sight of a massive spider, its legs stretching across the void.

Faster than he could hope to react, the spider lunged forth, and everything faded to light, leaving only the sounds of feral roars to echo throughout the area. Peter shot up from the bed, panting wildly. He glanced to the side, groaning at the sight of shattered pieces of what remained of his clock. The sounds of gathering traffic echoed in the distance alongside the simple chirping of birds.

Yet, Peter clutched at his ears in a vain attempt to cut off the intrusive sounds from piercing his cranium. Suddenly, buzzing entered the fray, and his mind rang profusely in response. Peter snapped his head about erratically as the world crawled to a halt. The young man reached out instinctively, his hand vanishing in a blur, and he paused, eyeing a fly captured between his trembling fingers.

“It’s just a fly, dude. Calm down” Aria blankly stated, standing at the doorway. The girl crossed her arms, arching a brow as Peter hesitantly released the fly’s wings, allowing the bug to venture off. “Are you okay? You’ve been on edge for the past couple of days.” No response was received as Peter stood from the bed, tossing the sheets to the side. The bags under his eyes were dark, and his expression was unreadable. Aria reached out as he readied to pass, but he twitched, shifting to the side to avoid her touch. The girl blinked at the act, frowning. “Are you sure you’re okay? You’ve been on edge for the past few days. You’ve practically been jumping at shadows lately.”

Biting down on his lip, Peter shook his head and continued walking. “Nothing. I just don’t want to talk about it.”

Slow to respond, a sensation snaked through Aria’s back and caused her to shiver involuntarily. She raised a finger, ready to question the young man, but he had already disrobed from his pajamas, walking down the stairs in his casual attire in what seemed to be a literal second. Aria alternated her gaze about, slack-jawed. Yet, she simply shrugged, as if accepting the phenomenon, before following closely behind.

The pair eventually made it downstairs, taking their respective places at the table. Various plates were neatly spread across, each holding an array of freshly prepared foods. May walked into the room with a smile, placing a plate down before approaching her nephew and managing to place a kiss onto his forehead. Peter withdrew in response, his muscles tightening, but he soon exhaled, managing to ease back into his seat.

Fortunately, May seemed to have not noticed as she took an apple into her grasp, biting into the treat, but Aria stared intently at Peter with an arched brow, frowning. Avoiding the siren’s gaze, the young man shifted his line of sight to the meal placed across the table. Fumes from each dish stimulated his senses all at once, sending his mind into a vortex. His stomach churned, causing him to gag inwardly, and Peter turned away, shaking his head in a disapproving manner.

Aria tilted her head to the side, her eyes widening at the feat. “Okay. What the fu–”

“Language,” May politely interjected.

Inhaling deeply before sighing, Aria simply nodded. “My point is that we know something isn’t right. It’s not like you to turn away food.”

After taking a pair of small bites, May’s eyes softened before she placed her apple down momentarily. “Is everything okay?” She narrowed her gaze while leaning forward in her seat until she towered over the boy. “You look pale, Peter.”

Peter pursed his lips and huffed, gently swatting away May’s hand before she could make contact with his forehead. “I’m fine,” he growled, exasperated until a loud snap echoed throughout the room. Everyone glanced to the source, spotting the corner of the wooden table crushed under Peter’s grip. Exhaling, the young man dropped the shattered pieces of wood to the floor and waved his hand dismissively. “I’m sorry. I was just overwhelmed for a second. Nothing to worry about.”

An awkward silence filled the room as both May and Aria blinked at the young man. Peter immediately retrieved the nearest fork and grabbed the nearest plate, scarfing down all of the scrambled eggs in one fell swoop. Soon, he nodded before doing the same for the bowl of oatmeal, repeating the process for the bacon, hash browns, and cinnamon rolls until everything on his end had been consumed. However, his stomach growled loudly, protesting its dissatisfaction with the amount it had ingested.

Faster than anyone could react, Peter snatched Aria’s bowl of fruit away and practically inhaled the sweet contents before she could salvage anything. Wiping his mouth clean, the young man’s eyes widened upon settling on the basket of apples on the nearby counter. Aria’s face twisted with disgust as she watched Peter violently devour every apple in his sight, core and all within the span of a minute. May stared at her nephew with bewilderment, simply watching as he stole her apple and ingested it as well.

Aria threw up her hands in disgust and shook her head. “Great, now I never want to eat anything ever again. Thanks alot.”

May’s demeanor remained steadfast, as she sweetly stared at the young man. “Did you eat enough? I can cook more if you need.”

Retching, Aria threw a hand over her mouth. “You cooked enough to feed a family of five, and this runt just cleaned out the kitchen on his own.”

Peter shook his head. “Don’t worry about it. I’m just hungrier than usual because I, uh, stayed up late with Doctor Octavious on an assignment.” He trailed off, grabbing his backpack from the nearest rack. “We found a strange anomaly in a sample.”

“Any luck in figuring out what makes it strange?” May innocently questioned, retrieving the dishes from the table.

His gaze fell to the ground as a dark glint filled his eyes. “No such luck. Hopefully that changes today,” he declared, clearing his throat once Aria glanced again in his direction. Throwing his arms high overhead, Peter forced a smile and walked out of the room. “Okay! That’s enough of that! I’m running late. I’ll see you both after school.” Both women watched as Peter exited the home, closing the door behind him, but he slammed the hinges (albeit lightly and swiftly), causing the glass to shatter. He awkwardly stood in place, like a deer in headlights before he sauntered off, waving sheepishly. “Don’t worry, I’ll fix that!”

Undeterred, May shook her head as she simply exhaled. “That boy’s poker face is as terrible as Ben’s. Of all the things for him to inherit, it would be that Parker pride.” She shifted her gaze, blinking upon settling her gaze on Aria. The younger girl’s complexion paled as she rubbed at the goosebumps forming over her forearms. May’s eyes softened before she placed a warm hand over her shoulder. “You’re an empath. Can you tell what he’s feeling?”

Aria furrowed her brow, motioning her hand suggestively. “It’s not as black and white as it sounds. I feel and feed off of negative emotions.” Inhaling deeply before sighing, the girl bit down on her lip. “Either way, I don’t know what I’m feeling from him. He’s giving off all types of vibes: confusion, frustration, and something overwhelming.”

May edged closer, placing a hand over her chest. “Overwhelming? What is it?”

Aria’s usual stoic demeanor faltered, evident by her softening gaze. “Fear.”


Deep within the confines of Canterlot High, a small gathering of students sat in the auditorium. Each brandished a shirt bearing Spider-Man’s masked logo at the center. Small posters of Spider-Man were scattered throughout the room, each picture as detailed as the last. Ditzy was among the group, holding her widened gaze at the person standing behind the podium on stage.

Meanwhile, Flash Thompson cleared his throat as the school bell rang. “That ends today’s session of the S.A.M.S Club. Let’s thank Ditzy for making the cookies.” He held his hand off to the side as the blonde chewed on one of the spider-shaped sugar cookies. Swallowing mid-bite, Ditzy clumsily waved to the crowd, and Flash rolled his eyes in response before straightening his posture. “Now I turn things over to our Vice-President. Take it away, Fluttershy.”

Stammering sheepishly, Fluttershy shared a nod with Flash before facing the crowd. “Thanks, Eugene. We’ll all meet again this Friday afternoon.” The girl smiled sweetly, gesturing a small wave. “Please tell your friends about the club. We’ve reached almost fifty supporters online and ten members here. Let’s show everyone that Spider-Man is a good person.”

Everyone clamored before standing from their seats. Some left the room, venturing for their respective classes, while others stayed behind to conversate. Just as Fluttershy took hold of her purse, Flash walked up to the girl. “Hey, Fluttershy. You have a minute?”

Taken aback, Fluttershy blinked a response before sharing a glance with the young man. “Um, sure. What’s wrong, Eugene?”

Flash reached into his pocket, retrieving a small note. “Were you interested in going to the dance Saturday night? I’m told that someone really wants to go with you.”

“Really? Who?” Fluttershy questioned, tilting her head to the side before accepting the letter. She gently opened the folded slip of paper, scanning through the passage of words. Suddenly, the girl inhaled sharply while shifting her gaze skyward to the young man that towered over her. The temperature in her face rose, evident by the pink stain filling her cheeks, and she fidgeted in place, losing control of her nerves. “This can’t be right. Um, Spider-Man is asking me out?”

Sobering, Flash crossed his arms. “I’d like to believe it, but I’m not sure if I buy it. Why would he suddenly want to show up to something like a school dance? No offense, but we have no idea how old he is either.” Fluttershy glanced to the side, as if considering his words, but there was hope apparent in her large blue eyes as she bit down on her lip. Flash could only scratch the back of his head. “I mean, I get it. I’d love to meet him too, but don’t be surprised if it's a prank. I’ll come to the dance just in case.”

Fluttershy nodded, holding her purse tightly against her chest while the corner of her lips curled into a smile. “That’s really sweet of you, Eugene. Thank you.”

A pair of students close by chuckled at the name, prompting Flash to snap his head in their direction before shaking his clenched fist. Once they had hastily retreated, the young man huffed. “Don’t sweat it. I’ll catch you later.”

Flash rushed in the direction the two boys ran off towards, cracking his knuckles while grinning evilly. Once he had left her proximity, Fluttershy furrowed her brow before gazing at the letter in her hand. “Is this actually real?” she whispered, losing herself in thought as she gazed skyward. “We did talk, and I know he attends our school. I’m just surprised he’d be so direct. He came off so shy. It’s actually kind of, um, attractive.” Droning, Fluttershy walked off as her mind drifted into a haze. However, she paused. “If Twilight knows him, then there’s a chance that I do as well. I know how tall he is, what his voice sounds like, but what does he look like?”

As she pondered inwardly, departing the room, Diamond Tiara watched from a distance with an evil grin. She pecked away at the phone in her hand. “The dummy has taken the bait. Let’s make sure this welcoming party is up to snuff!” she grinned, placing her phone back into her pocket. “Silver spoon! Get the arrangements!”


Trixie laughed confidently as she stood on the bleachers. “I knew our cheers would lead Canterlot to victory! Now that the games are over, we must resume spreading the Great and Powerful Trixie’s name!” she declared, hopping from her place in the stands before eyeing the rest of the gymnasium. Most of the other students ran throughout the track, all while Coach Spitfire supervised. Snips and Snails watched the girl with widened gazes, as if waiting for her command. Trixie brushed a hand through her silver-blue hair before huffing, raising her head high while pointing at the pair. “So… Speak, minions. What do you have to report?”

Snails brought up his hand over his forehead in a mock-salute, stammering as his mind drew a blank. However, he retrieved the thought before nodding. “Oh! Some new girl just transferred. We hear she’s from Crystal Prep.”

“I actually saw her,” Snips interjected, raising a finger. “She’s very pretty and wears glasses. She was one of the main competitors for Crystal Prep.”

Trixie arched a brow while crossing her arms. “And this concerns Trixie how?”

Both boys shared a glance, forcing the lumps in their throats down with a swallow. Eventually, Snails glanced to the side. “Rumor has it that she likes someone.” He soon turned his entire head to the prone individual on the bleachers. Peter laid curled in a fetal position, groaning as he clutched at his sides. Snails cleared his throat. “Well, it’s not really a rumor, either.”

Snips haplessly shrugged. “Yeah. Her name’s Sugarcoat, and she’s blunt. Anyone asks her why she transferred, and she says it’s because she wants to be closer to her friend, Twilight, and the cute guy that used to go to Crystal Prep.” As Trixie stared in his direction, Snips waved his hands defensively. “Her words, not mine.”

Trixie frowned, cupping her chin in the palm of her hand. “Is that right? That could be problematic,” she muttered, the latter under the hint of a whisper. Clearing her throat, the girl placed her hands over her hips. “I could care less about her interest in Parker, but I still want you both to keep an eye on her. Trixie could probably make use of her.”

“You got it, boss!” Snips and Snails declared, nodding before venturing off.

However, the pair managed to trip into each other and fall in a heap. Trixie rubbed at the bridge of her nose with her fingers, exhaling. “Why can’t I find competent help?” Once the boys had walked out of hearing range, Trixie walked to Peter with a furrowed brow. “Are you going to join me in the world of the living, Parker? You have a lot to make up for since you did not help me during the Friendship Games.” Only a grumble was received, prompting Trixie to lean over the young man as he continued to clutch at his sides. Her eyes soon softened as she knelt next to him.“Are you okay? This isn’t like you at all.”

Peter groaned, wincing as his fingers dug into his ribs. “It just feels like my sides are on fire.” Shaking his head, the young man eventually pulled himself back to a sitting position before exhaling. Fortunately, the pain subsided enough for his thoughts to clear, and Peter waved a hand dismissively. “It was just something I ate. It’s no big deal.”

Satisfied with his answer, Trixie sprang back to her feet and nodded. “Of course. You are such a glutton that you obviously overindulged.” Crossing her arms, the girl frowned as she glanced at Coach Spitfire in the distance. She raised a finger smugly and grinned. “Shame on you, bumpkins. I was worried that something was actually wrong. Trixie can tell that you are obviously trying to avoid today’s endurance assignment. Again.”

“Nothing gets past you,” Peter blankly declared, his voice lacking any enthusiasm as a bemused expression formed on his face. Suddenly, a scent of lavender rushed through his nostrils. The young man shook his head as his senses flared, but he could only glance at the source from the corner of his eyes, eyeing Trixie while she stood a few feet away. “Did you change your deodorant? You usually go with the rose and vanilla variety.” His mind flared, screaming before reality set in, and Peter threw his hand over his mouth after it was too late. “Uh! I mean–! It’s not… Ah, crap.”

Blinking, Trixie’s eyes widened at the statement. However, surprisingly oblivious, she glanced to the side as a faint shade of pink stained her cheeks. “Oh. Trixie is surprised you actually noticed. I was trying something different and…” she trailed off, her demeanor uncharacteristically softening. “Do you happen to like it? Not that Trixie cares what you think, but even I am not above constructive criticism.”

Shrugging, Peter coldly swiped his hand over his nose a few times as if to remove the scent. “It’s… loud. Go with something more subtle. It’s like I walked through a perfume aisle.”

Glass shattered within the confines of Trixie’s mind, evident by the bemused glare on her face. “You insensitive brute,” she whispered through gritted teeth. Resisting the urge to strike the boy, apparent by her trembling fist, the girl merely scoffed before brushing a hand through her hair. “Trixie will consider your words, but only because I have far greater options to experiment with.”

Blood rushed into Peter’s cranium, making the simple act of standing challenging. He staggered in place, placing a hand over his head. Meanwhile, a jock sporting a football jacket walked up to Trixie with a smirk. “Hey, girlie. There’s a dance coming Saturday. Was hoping you’d come with me.”

“Do I even know you?” Trixie questioned, arching a brow before waving a hand dismissively. “At any rate, Trixie is not interested. I have prior engagements.”

Undeterred, the jock eased closer while stepping between Trixie and Peter. “Look, if you’re saving yourself for this dweeb, don’t bother! We all know you can do much better. You hold yourself to such a high standard. It’s mind-boggling that you even associate with such a loser.”

Before Trixie could utter a response, Peter rose between the stranger and herself with a glare in his eyes. “The girl said she wasn’t interested. How about you leave?” he growled uncharacteristically, firmly placing his hand over Trixie’s shoulder before stepping in front of her. The jock scoffed, rearing his fist back, but he stopped in his tracks upon catching a glimpse of the other’s face. A flow of crimson filled Peter’s irises as he snarled, his voice distorting. “Now!”

Taken aback, the jock stumbled back while alternating his gaze about before running away as fast as he could. Trixie blinked, tilting her head to the side. “Woah. I never knew you had such aggression in you, Parker.” The girl paused, unable to contain her smile as she waved a hand over her sweating forehead. “It’s quite… refreshing.”

“Wait. What?” he questioned, pausing as if he was freed from a trance. Peter’s rampant thoughts cleared as he glanced to the side, catching sight of his reflection within the shiny surface of the metallic siding of the bleachers. He quickly threw his hands over his eyes before turning sharply to avoid contact with Trixie. “I-I have to go. Some dirt in my eyes.” Ignoring Trixie’s comments, Peter rushed out of the vicinity with his gaze fixated on the ground. “I’ve gotta get to Doc!”

“Hey, Pete!” a voice called out, causing the young man to skid to a halt.

He turned, cursing inwardly as Sunset approached with a smile. “Ah, crap. Why now?” As if the fates were truly against him, Rainbow and Rarity stood a few feet behind the redhead, fueling Peter’s dismay even further. Keeping his face lowered, Peter held his face up in an attempt to avoid eye contact. “Oh, great. They’re here, too?”

“Are you okay? We haven’t had a chance to talk since the end of the Friendship Games,” Sunset innocently questioned, brushing a hand through her crimson and blonde hair. She paused, blinking as Peter refused to glance in her direction. “What’s going on?”

Peter shook his head furiously, hunching over until he was practically curled in a kneeling position. “N-Nothing. I, uh, tried to shave.”

Rainbow Dash crossed her arms, snorting. “Shave what? His whiskers?” Rarity shushed the girl, raising a finger over her mouth. An awkward silence filled the air as both girls watched the young man remain curled, practically mimicking the defensive mechanism of the lowly turtle. Rainbow pointed, furrowing her brow while sharing a glance with Rarity. “What’s with this guy? I told you that he was weird.”

Sunset, seemingly ignoring her friends, slowly reached out to touch Peter’s shoulder. “Actually, I was hoping we could go for some ice cream later.”

“Don’t touch me!” Peter hissed, swatting Sunset’s hand away as it neared. He twitched violently, taking several steps back. Sunset winced, clutching at her hand while a bruise formed, and Rarity stepped forth, placing her hands over her friend’s shoulders. Out of instinct, Rainbow Dash snarled before stomping towards the young man. However, Peter’s demeanor softened. He glanced to the side shamefully while still shielding his face from everyone’s viewpoint. “I’m sorry! I–”

Dash watched as Peter took off, snapping around the nearest corner at breakneck speed. The girl clenched her hand into a fist, scoffing. “Yeah. You’d better run.” Her eyes widened at a realization before she faced Sunset, eyeing her bruised hand softly. “See? I told you that guy was bad news. We need to get you to the nurse’s office.”

“Rainbow’s right. Come, darling,” Rarity declared, pulling Sunset to her feet before leading her away.

As they walked through the school halls, Sunset bit down on her lip and glanced in the direction Peter ran towards. Wincing, she clutched at her throbbing hand. “Why’d he do that? That wasn’t like him at all.”

Rainbow huffed. “You barely know him. These could just be his true colors.”

“While I am tempted to agree, we have to take into consideration that he associates with one of those sirens,” Rarity whispered, nodding. “Perhaps she’s influencing him.”

Sunset pursed her lips, as if considering the girl’s words. Soon, she narrowed her gaze and nodded. “Either way, I’ll have to find out.”

Meanwhile, Peter frantically sped by those around him until he reached an empty alleyway. A steady beep hummed throughout his ear while the foul aroma of the nearest trash pile rushed through his nostrils and crashed into his brain. Lowering his head, Peter strained to recollect himself before leaning against the nearest wall for support. He could only stagger forth, pausing upon reaching the broken remnants of a glass mirror, and he released a scream upon spotting the sharp protrusions formed in his mouth.

His teeth having grown into fangs, Peter quickened his pace as he ran for sanctuary. “What’s happening to me?!”

To be continued…