Ultimate Spiders and Magic: Episode V "Neogenic Nightmare"

by Maximus_Reborn


Ch. 2: Transfiguration

Chapter Two “Transfiguration”

Like lightning to a rod, a bolt struck inwardly through her chest, and Aria shot up from her bed, releasing labored breaths. Beads of sweat covered the entirety of her body as she held a hand over her eyes, attempting to cease her spinning vision. A cold streak snaked down Aria’s back, causing the girl to shiver involuntarily. Suddenly, a crashing sound erupted before the entire building shook violently, and the tremors coursed through the bedroom, forcing the siren to clutch at the side of her bed until the shaking stopped.

Aria alternated her gaze around slowly, inhaling sharply once a deep roar echoed throughout the vicinity. Blinking, she eventually left the safety of her room and stepped into the hallway. Fortunately, no sign of damage had been detected, as everything remained intact, with the exception of some small objects having fallen from the tremors. However, just before Aria could venture any further, May burst from behind her bedroom door and quickly embraced her.

“Are you okay? Are you hurt?” the older woman questioned, cupping her face in her hands. She only frowned, deepening her intensive glare. “You look pale.”

Grumbling inwardly, Aria attempted to free herself from May’s grasp and groaned upon failing. “I’m fine. I just felt something…. sharp all of a sudden.”

She narrowed her gaze as she searched for any hints of damage, letting out a relieved sigh upon finding no such thing. Tightening the strap on her nightgown, May bit down on her lip and snapped her line of sight to the remaining room in the house. “Peter! Are you in there?”

Both women blinked upon failing to receive a response, sharing a concerned gaze before walking to Peter’s bedroom. May reached out, ready to knock, but the door eased open, letting out a protesting creak. Aria snapped to a halt, inhaling sharply as she gazed at her surroundings. Peter’s entire room laid in disarray, far more than usual. Many of his smaller possessions were scattered throughout the floor, and what wasn’t buckled down stood disheveled.

May carefully entered the restroom before settling her gaze on the shattered mirror and shards of marble that was once the sink, spread across the floor. A brush of cold air entered the abode and brushed through her thin layer of clothing, causing Aria to shiver involuntarily. May soon mirrored her actions, clutching at the straps of her robe before turning to the source. The curtains whipped calmly, poorly shielding the massive hole in the wall where the window once was. As Aria alternated her gaze between the scattered pieces of glass, stone, and wood, May could only shield her mouth with a hand.

“What happened here?” May questioned, pursing her lips.

Aria took in labored breaths, holding a hand over her forehead in a vain attempt to stop her spinning vision. “I don’t know what happened, but it’s bad. I feel residue in the air. Whatever this was, it’s full of anger, confusion, and fear.”

Her mind screamed as she recollected a thought, snapping May back to reality. “I heard a scream and a roar. Do you think whatever caused this took Peter? Or maybe he’s off fighting it?”

Shaking her head, Aria inhaled deeply before letting out a low sigh. “No. Whatever happened here came from Peter himself. I can still feel him in the middle of all of this.” She walked to the hole in the wall, shuddering involuntarily as traces of vagrant energy seeped into her skin. The girl placed a hand over her forehead. “I just wish I knew what this is.”

May took hold of her phone, pecking at its screen before placing it by her ear. After a few seconds of silence passed, the older woman shook her head. “Either way, Peter’s missing, and he’s not answering his phone. Whatever the case, he may need help.” Dialing again, May narrowed her gaze while easing into the nearest chair in the room. A voice murmured a response on the other side, prompting the woman to nod inwardly. “Hi. I know the timing is terrible, but I need your help with something personal. How soon can you get here?”

Aria pursed her lips and edged closer to the hole in the wall, gazing at the dark sky. “I don’t know what’s going on, but I think I have an idea on who might.” Nodding, Aria stepped over any debris in her path and exited the room. Hastily tossing a jacket over her shoulders, the young girl rushed past May and prepared to exit her home. “This whole situation reeks of trouble. I just hope you’re okay, Pete.”


A chilling breeze circulated through the streets of Canterlot City as most of its residents had retreated into their respective homes for the night. A young couple stood as an exception, walking with their hands laced together as they exited a store. They steadily made their way through the nearest alley, pausing to hold eye contact with each other. However, as their lips were mere inches from connecting, a sound rummaged from behind their position.

The girl stiffened, narrowing her gaze. “What was that?”

“Relax, babe. It’s nothing,” the male stated, placing his hands onto his partner’s waist before pulling her closer. Just as he closed the distance, something shifted behind the dumpster while bumping against the metal container. Blinking, the male stared at the shadow stretching across the alley’s walls, but he shrugged dismissively, chuckling. “See? What’d I tell you? I bet it’s just a dog, going through the trash or something.”

A distorted voice roared, echoing throughout the vicinity. Its rummaging grew in volume, while bits of trash flew from the pile. The male furrowed his brow, stepping towards the commotion, and his eyes widened at a particular sight. Someone sat in a hunched position, their back facing the young couple as they continued to dig through an array of garbage. Blinking, the male eyed the spider insignia on their back with an arched brow.

“Spider-Man?” he questioned, tilting his head to the side. “Why are you digging through the trash?”

The female tugged at her partner’s sleeve as she peeked over his shoulder at the sight. “Are you sure it’s him?” The being continued to scuffle through the garbage, pausing upon finding a bag of fruit before quickly ingesting the lot. Her face twisting in disgust, the girl scoffed. “I guess the rumors were true. He is a freak. Let’s just go.”

The couple shared a nod before taking a step back, but as they turned, the girl’s foot brushed against a small can. As the aluminum object bounced down the alleyway, the being immediately stopped digging through the trash and lifted its head. Releasing a visceral hiss, the creature snapped around and revealed two extra pairs of limbs. Large molars protruded from the sides of his skull, and all six of its crimson eyes narrowed on the couple. Soon, it lumbered as it stood upright and towered over the couple, its spider-like shadow swallowing the entire path. However, tattered remnants of Spider-Man’s costume could be seen over its form.

The male inhaled sharply and held his mouth agape, while his partner screeched at the top of her lungs. Wincing, the fanged creature roared in response, and tremors coursed through the stone walls in the proximity. The couple heeded its warning before running in the opposite direction, both practically tripping over each other in their panic. However, just as they turned around the corner and ran into the street, a patrol vehicle skidded to a halt just a few meters away. The officer driving stepped out and eyed the young adults as they frantically paced in place.

“Is everything okay?” the policeman questioned, raising his hand as he stepped out of the vehicle and approached the couple, “Awful late for you kids to be out.”

Before they could hope to respond, the officer peeked behind their position and inhaled sharply, as a tall bipedal creature lumbered out of the alley with heavy steps. His complexion paled while he frantically reached for his firearm, eventually unclipping it from his holster after what seemed like an eternity. He fired an array of bullets, screaming at the top of his lungs as the couple retreated into the night, but the creature lifted its arm, roaring while the bullets failed to penetrate his furry exoskeleton. The gun’s ammunition had been emptied, evident by the hopeless clicking throughout the alley, and the officer fled the scene, rushing into his vehicle before slamming and locking the door.

“This is Officer-45106. Request immediate backup at Baker’s Drive! Spider-Man has gone rogue! Repeat! Spider-Man has–!” he exclaimed, staggering as the creature stomped towards the vehicle before one of its six arms slammed into the door.

The force of the blow sent the car careening high into the air, until its trajectory ceased upon crashing into the nearest wall. Murmuring, the officer slipped into unconsciousness as he slumped into his seat within the mangled piece of steel. The creature sharply shifted its gaze about, as if making sure nothing else would come to antagonize it. Stomping forth, it paused upon glancing to the side.

It eyed its reflection within the clear surface of a mirror behind the nearest store. A dejected whine escaped from its fanged mouth, all while it shielded its face with an arm shamefully. Suddenly, the being leaped high into the air and landed within the alley. It faded into the darkness, blending into the shadows, and its footsteps grew silent with each motion, until all that was left was silence.

The couple soon emerged from the safety of an array of bushes, with the man holding out a phone before eyeing its screen. Unfortunately, the image was blurred and erratic, only capturing a brief silhouette of the creature, along with a hint of its torn clothing. However, its high-pitched screech and territorial roar could be heard vividly through the device’s speaker. As the girl went to check on the unconscious officer, the male pecked away at his phone.

“It looks like that Jameson guy was right, after all. Spider-Man is a freak and a monster,” she coldly stated, raising a finger once her partner reached her side. “Make sure you send him that picture and get the word out after the police get here. Spider-Man has snapped!”

Slow to respond, the male furrowed her brow. “No way. That thing wasn’t Spider-Man.” His eyes widened, as beads of sweat trickled from his forehead. “That was a Man-Spider!”


“Well, folks. I do not like to toot my own horn, but what else can I say but I told you so,” Jameson coldly declared, staring deeply into the camera. A picture of a dark image appeared on the screen, showing only a silhouette of what appeared to be a six-armed creature with large fangs. “Eye witnesses have spotted what appears to be a giant man-shaped spider roaming throughout the city of Canterlot. While there are no casualties as of yet, one law enforcement officer was injured late last night.”

Huffing, Jameson straightened his posture before removing the thick cigar from the corner of his mouth. “Now, it doesn’t take a genius to realize this, but what creepy crawly has eight legs?”

“An octopus!” a voice eagerly declared from off panel.

His brow twitching, Jameson sat quietly as a bemused expression formed on his face. “Shut up, Jared! The last thing we need is a wacko based on that theme!” After an awkward silence, the older man cleared his throat. “As I was saying, we all know what and who this is. It’s none other than Spider-Man, but he has shown his true colors as the Man-Spider! I warned you that he was a freak, and now that he has removed his mask, we can see him for what he truly is: a freak of nature that needs to be put down, before he hurts someone!”

Suddenly, the screen shifted before transitioning to Diamond Tiara, as she pecked away at her phone intently. “This is just too good to be true! She’s going to be so disappointed!” she giggled mischievously as a dark tint flickered across her eye. Glancing up momentarily, the girl ceased the activity and forced a stoic expression onto her face, after clearing her throat forcefully. “Er, um, we’re all disappointed that it took something like this for you to understand, but it’s okay! Uncle Jay is already eager to enlighten you all until you learn! So, pay attention!”

Waving a finger, Jameson nodded. “It’s quite alright, Diamond. Right now, we need the good people of Canterlot City to heed my warning. Should you see or come into contact with the Man-Spider, do not engage. Stay out of sight and inform the authorities.” An array of text scrolled across the screen as the older man huffed. “There is a manhunt issued for Spider-Man’s arrest and/or capture. They will shoot him on sight, and we do not need any innocents caught in the crosshairs. Stay tuned for more Just the Facts!”


“Hey! You see what I see?” Rainbow Dash questioned, smugly lifting her gaze before holding out her phone towards the rest of her friends.

Rarity narrowed her gaze into the dark image on the screen, grimacing upon glancing at the multiple arms the silhouette bore. “Something profoundly grotesque!”

Pausing, Sunset closed the gap before blinking at the text beneath the image. “Wait. That’s supposed to be Spider-Man?”

Pinkie Pie rose from behind Sunset, shaking her head while pointing a finger at the phone. “It’s Man-Spider, silly. How could you get the two mixed up? He’s way scarier than the other guy!”

Applejack crossed her arms and arched a brow. “He’s been all over the news this morning. I wonder what happened to him? They’re saying he went off the rails and attacked a police officer. Ain’t no one been able to pin him down.”

Rolling her eyes, Rainbow let out a sigh. “I told you we shouldn’t trust that guy.”

Sunset rubbed her bandaged hand along the underside of her chin, humming. “How do we even know it’s him? For all we know, it’s an imposter. You don’t just suddenly grow extra arms.”

Rarity pursed her lips, shuddering. “But he’s wearing the same gaudy outfit. Only one so creepy would bear such a thing.” The girl’s complexion paled. “And those eyes. Ugh!”

Pinkie tilted her head to the side. “Are you okay, Rarity? You’re all blue in the face.”

“It could be magic. Remember, he was there at the Friendship Games, when everything was going down. Maybe he got affected or something came through one of them portals,” Applejack interjected, shrugging.

Snapping her phone shut, Rainbow clenched her hand into a fist before raising it in a determined manner. “Who cares? All I know is that we need to stop him! With our pony-up powers, we can take that thing down easily! Let’s go get Twilight! She can make a doodad that can help us track him! ”

A blank stare surfaced in Applejack’s features as she huffed. “You sound almost too eager about this.”

“I agree!” Rarity exclaimed, her voice cracking as she paced in place, “Why on earth would we want to go anywhere near that monster?!”

Slow to respond, Sunset placed a hand over her chest and nodded. “Rainbow may be right. In any case, whether it’s Spider-Man–”

Man-Spider!” Pinkie sharply stated, holding a firm glare.

Frowning, Sunset stared at her friend before exhaling. “--or Man-Spider, we have to step in. If it’s magic, the police just may not be prepared for what it can do. We better do something before anyone gets hurt. I say we get together tonight and search the city. Maybe it’ll show itself, if we turn over enough rocks.”

Sobering, Applejack frowned. “I know Twilight wants us to trust him, but we may be forced into a fight if he has truly lost it. Hopefully, this is just a big misunderstanding.”

Rainbow Dash slammed a hand into her fist, cracking the knuckles while smirking. “I personally can’t wait. I was hoping to knock the guy down a peg anyway. Now let’s go find Twilight so we can track bug-boy!” waved a hand dismissively. “Plus, if that doesn’t work, we just need to follow the lead of our animal whisperer, Fluttershy, and we’ll find it in no time!” As if a realization came to mind, the girl blinked dumbly before alternating her gaze about. “Wait a second. Where the heck is Fluttershy?”


“Where in the blazes is Parker?!” Trixie exclaimed, gripping the papers in her grasp until they crumbled. “If Trixie fails this assignment because he doesn’t want to return her calls, Trixie swears that she will hunt him down and gut him like a fish!”

Snips looked to the side, sharing a glance with his shorter compatriot. “She’s angrier than usual.”

Snails placed his hands over his hips, stammering. “It’s because Parker’s been blowing her off all week. You know how she hates being ignored.”

Gritting her teeth, the girl reared over until she towered over the pair. “Why are you two still here?!” She pointed behind them, her complexion darkening. “Find him!”

Aria watched as Snips and Snails stumbled about, bumping into each other before eventually racing off. Standing from her seat, Aria walked past Trixie while pulling her hood over her head. “I’ll be back. Got something to do.”

“If you see Parker, tell him that Trixie intends to kill him!” Trixie growled, inhaling deeply before sighing. “...and that Trixie misses his stupid face.”

The latter of Trixie’s statement was whispered beneath the hint of a whisper. Blinking as a sensation slivered into the siren, Aria could only shiver involuntarily before smirking knowingly. Shrugging dismissively, Aria soon dismissed the notion and simply walked through the courtyard with a firm expression. The girl kept her head lowered, ensuring that her hood concealed the majority of her face as she walked aggressively towards her destination. After what seemed like an eternity, she soon reached a building, and the girl knocked at its door, not ceasing until it opened. A man peeked his head out, staring at his guest behind a large pair of shades.

Straightening his eyewear, the man mumbled under his breath groggily. “Can I help you, young lady? I’m very busy and can’t be interrupted.”

“Well, make time! My friend’s in trouble, and I know he’s been seeing you a lot lately!” Aria exclaimed, slamming her hand against the side of the door. “You’re Doctor Octavious, right?”

Peering his gaze over the spectacles, the man blinked while holding his gaze steadily on the girl. “Purple hair. Abrasive. Ah, you are Miss Aria. Mr. Parker has told me a lot about you. Girls of violet tones seem to be quite aggressive with him.” His eyes widened once a realization came into mind. “Wait. You said your friend was in trouble. Did you mean Parker?”

Sobering, Aria glanced to the side and scanned her surroundings. “Look, I know that you know about his… secret. He’s told me that you help him a lot.” Once certain they were truly alone, Aria edged closer to Octavious. “I heard something last night, and it didn’t sound… human. Peter’s disappeared, and I’m worried. I don’t know if you’ve seen the news, but…”

Octavious inhaled sharply, grabbing Aria by the shoulder. “Inside. Now.”

Once the pair retreated inside the building, a young girl emerged from the shadows before raising the watch on her wrist near her mouth. “Special Agent Sweetie Drops reporting to SHIELD.” A small holographic image of Spider-Man materialized into existence, projecting from the girl’s device. “Still no sign of Unit-616-1962. We believe his mutation has evolved based on speculation and will attempt to contain the situation with minimum collateral… Assemble the Strike Team. We will take him down once he emerges again.”

To be continued…