Marevel's Spider-Mane

by Blaze-saber


Prologue

It looked like a bright beautiful day in the mystical land of Equestria. Right at this moment, some of the students from the School of Friendship are on a train heading towards Manehattan. Leading this field trip are their teachers known as the Mane Six, heroes of Equestria and the Elements of Harmony. "I must say Twilight, going to Manehattan for a school field trip was an excellent idea." Rarity complimented with a smile.

"We're not just going there for an entire month just for sightseeing." Twilight mentioned. "We're also going there for F.E.A.S.T.."

"Yeah, a nice, big buffet for every student would be really fun!" Pinkie Pie declared excitedly.

"Not a feast, Pinkie, a F.E.A.S.T. Center." Twilight corrected. "Which stands for: Food, Emergency, Aid, Shelter and Training. It's a homeless shelter run and owned by Mr. Yang."

"I've heard of that place and it helped a lot of ponies." Fluttershy spoke up. "And not just ponies, to every creature in Manehattan. Mr. Yang is a very kind stallion."

"I'm happy to help out with stallions like him." Twilight turned to see her personal royal guard, Flash Sentry, walked up to her. "But I have a feeling that F.E.A.S.T. isn't the only reason you want to go there, Twilight."

Twilight looked away with a small blush on her face when he mentioned that. "You got me." She admitted. "There's also a very smart scientist who I'm really looking forward to meeting. His ideas help all other creatures too."

"Same old egg-head." Rainbow commented with a chuckle. Meanwhile in a different part of the train, six students were talking amongst each other while a familiar hippogriff looked very excited.

"Can you guys believe that we're going to Manehattan for an entire month?!" Silverstream asked her friends. "I've never been before but I heard it's the city of opportunity!"

"Maybe after we help out at the F.E.A.S.T. Center, we could do some sightseeing." Sandbar mentioned before he looked over at Ocellus who was reading a newspaper article. "Hey Ocellus, what’cha reading?"

"An old newspaper article about a masked vigilante digging down criminals in Manehattan." Ocellus answered. "It's both interesting and odd at the same time because it says here that some drug dealers were wrapped up in webs."

"Webs, like spider webs?" Gallus asked with a raised brow.

"How can ponies get tangled up in webs?" Yona asked as Ocellus shrugged in response.

"It says here that there was a calling card near the chariot by the one who stopped them, 'courtesy of your friendly neighborhood Spider-Mane'?" Smolder told them as she leaned in to read the rest. "Who's Spider-Mane?"

"Maybe he's some sort of hero?" Silverstream guessed before the train whistle blue and they looked out the window to see Manehattan up ahead. "But maybe we can ask around about him or her when we do some sightseeing."


Twilight and her friends soon made their way to a building where the word F.E.A.S.T. is seen on top of the roof and she was greeted by a white unicorn stallion with a black mane and tail. "Princess Twilight, it's such an honor to have you, your friends and your students to come and help out here at F.E.A.S.T." The stallion greeted with a bow.

"It's an honor to be here, Mr. Yang." Twilight replied with a smile. "F.E.A.S.T. is a perfect place to help show our students how to be kind and generous to others. Along with being compassionate as well."

"Well, you've come at a great time because today we are celebrating a very special day.” Mr. Yang mentioned. "Today we're celebrating somepony who's been with us for eight years now."

"Really, who's the lucky pony?"

"It's Mayday Parker." Mr. Yang answered, which made Twilight's eyes go wide with surprise.

"Did you say--"

"Twilight, we have a problem!" Spike called out as he, Applejack, Rainbow Dash, Rarity and Flash ran up to her.

"What's the matter?" Twilight asked.

"We just finished doing a head count and not all the students are present and accounted for!" Rarity told her with concern.

"Who's missing?!"

"We're missing Silverstream, Ocellus and Sandbar." Applejack told her. "They must've wandered off when we weren't looking."

"Okay, let's go and find them." Twilight said with determination. "Applejack, Rainbow, Rarity and Flash, you four are with me to find them. Pinkie, Fluttershy and Spike, stay here with the students and help them get situated." She then turns to Mr. Yang with an apologetic look. "Sorry about the inconvenience."

"It's quite alright your highness, I understand." Mr. Yang told her. "You go and find your students." Twilight smiles before she and the others split up to find Ocellus, Silverstream and Sandbar. They searched high and low for them until they heard some gunshots coming from Times Square. Worried that the kids might be in danger, they rush there to find some officer ponies being pinned down while some griffins and ponies wearing purple uniforms fire at them.

"Twilight, look!" Flash called out as he pointed to a nearby table. Twilight and the girls looked to wear he was pointing and saw Ocellus, Silverstream and Sandbar having their heads hiding under a table as they used one table for cover.

Twilight and her friends grew worried as they feared that they might get shot before one of the griffins held up his claw to make the others stop firing. "Bring in the hammer." He spoke into an earpiece before he signaled the others to back up a bit. Twilight and the others were confused as to why they stopped before they saw an oil tanker driving towards the police officers that they had to duck out of the way. The oil tanker crashed into a building before tipping over and exploding.

"That's enough!" Twilight shouted, getting the attention of the armed griffins and ponies. "I don't know what is going on, but it ends now!"

"That's right, now drop your weapons and stand down!" Flash demanded before they heard one of the stallions shouting.

"Hey you, come here!" They looked to see one of them grab hold of Ocellus and aim his gun to her head. "Make moves and this changeling gets a bullet in her head!" He told them as Ocellus let out a scared whimper.

"We're so sorry!" Silverstream told her headmare and two teachers as she and Sandbar ran over to them. "I saw something super exciting and both Ocellus and Sandbar followed me but then we got lost before--"

"We'll talk later, right now y'all stay behind us." Applejack told Silverstream as she, Rarity and Rainbow stood in front of them.

"Alright buckos, let our student go or else!!" Rainbow demanded as Rarity held her back.

"You, princess, come with us quietly and will let the changeling go!" One of the griffins demanded before Twilight look towards Flash in the others to get them an assuring nod. She then slowly makes her way over to them as the griffin that told her to come over pressed against his earpiece. "Hey boss, we got great news. We just got you a get out of jail free card, Princess of Friendship edition."

"Make sure there's not a scratch on her, I want to talk to her personally." A deep voice responded to him as the griffin had a smirk on his face. Just when Twilight was halfway towards them, something from above shot down and yanked each of the guns out of their hooves or claws, including the one that was holding Ocellus.

They were all confused before they looked up and saw a unicorn stallion wearing a skin tight red and blue suit swinging on one look to be a web line. The red part of his suit has a web pattern while there was a black spider symbol on his chest before they saw him shoot a web line from his hoof towards the final gun holding griffin and yanked it out of his claw. This stallion then landed on the ground in front of Twilight and they saw that his mane and tail was made out of webs while he was wearing a mask that covered his entire head with bug-like lenses. "Hey everyone." The stallion said.

"Who are you?" Twilight asked before the entire scene turned to a comic book panel and zoomed out as pages of a comic book flipped to the cover. The cover of the comic book was the red and blue suited unicorn stallion with the words 'Spider-Mane' above him.

"Okay, let's go over this one last time." The stallion's voice was heard as we saw a unicorn stallion with a skin color coat and brown mane was putting on the mask. "My name is Peter Parker." The stallion then backflips off of a building before it cuts to his hoof without the suit being bitten by a small spider. "I was bitten by a radioactive spider and for the last eight years, I've been the one and only Spider-Mane." We then see Spider-Mane doing some parkour and web swinging around the city. "I'm pretty sure you know the rest."

We then see some moments in his life as he continues to talk. "I've saved the city. Fell in love. Quit my job at The Daily Bugle after they said that I electrocuted a few officers. Then I saved the city again, and again and again and again. And I uh… I did this." We then see Spider-Mane walking on his back legs and acting all swagger as he strut his stuff. "I really don't like talking about this."

The scene then cuts to a comic book of himself appearing, along with a couple of other things. "Look, I'm a comic book, I have a plushie, I made a Heartwarming album, I have an excellent theme song and a so-so popsicle." We then see a picture of a Spider-Mane popsicle that looked semi melted. "I mean I looked worse." We then see him get beat up by a few bad guys. "Even after everything I've been through, I still love being Spider-Mane. I mean who wouldn't be? So no matter how many hits I take, I still find a way to get back up. Not only that, but today it's a very special day. Want to know why? Is because Wilson Fisk, AKA The Kingpin is finally going to be arrested today."


We see a few scenes of Spider-Mane fighting the Kingpin. "This guy has been running crime in the city for a long time and it's about time he gets what he deserves." We then see Peter putting his suit on and getting ready to head out. "I'm just going to make sure everything goes well. Too bad that my heroism doesn't pay bills. But as long as I'm doing the right thing, I know I will make my uncle proud." We then see him jump out the window of his apartment and begin to web swing. "I wanted to join in but Captain Shimmer Justice told me that his lawyers would want to do things by the book but she told me that I can help her man that was being held up by his men. Want to know what happens next?" We now cut to the scene where he Yanks the guns out of the bad guy’s hooves and claws before landing in front of Twilight. "Me too."

"Who are you?" Twilight asked Spider-Mane as Ocellus took this opportunity to shapeshift into a small fly to get away from the bad guys.

"Find cover while I'll handle them!" Spider-Mane told her before he shot a web line to zip right towards one of the bad guys before throwing a punch to his face. Twilight quickly went over to Flash and the others before putting up a shield as they watched Spider-Mane fight the bad guys. They watched as he did some amazing acrobatics on one of the bad guys by flipping over them and doing a few spin kicks to knock him out.

"Wow, that's so amazing!!" Silverstream cheered excitedly when they saw him grabbing hold of one of them and spinning around before knocking him to the ground.

"Wait, where's Rainbow?!" Rarity asked when she noticed Rainbow wasn't in the barrier with them. They then heard Rainbow Dash grunting as they looked and saw her finding the bad guys with Spider-Mane.

"What are you doing here?!" Spider-Mane exclaimed as he blocked an attack from one of the bad guys. "You need to get to safety!"

"No way, I'm gonna make these guys pay for almost hurting one of my students!" Rainbow declared before she flew in and kicked one of the bad guys in the face. "Besides, I think that's the last of them!"

"I don't think so." Spider-Mane mentioned when he saw a truck drive by before stopping to let off some more bad guys with guns. One of them fired at him before he quickly rolled out of the way and fired a few web balls to stick him on the side of the truck.

"What the… is this stuff coming out of him?!" The stallion he webbed up to the truck exclaimed before Spider-Mane web-zipped towards one of Fisk's men and delivered an uppercut that sent him flying up in the air.

"Twilight, lower the shield so I can help them!" Flash asked before she nodded in response before lowering the shield. Flash then took a quick tuck and roll and tackled one of the bad guys before punching his lights out. Both him and Rainbow then grabbed two bad guys and fling them into the air before Spider-Mane shot a couple of web lines to the two and yanked them down to the ground. "Oking, that's the last of them."

With that, Twilight lowered the shield before she and Applejack approached Spider-Mane. "All right, who the hay are ya?" Applejack asked him.

"I must say, it's very nice to see you again." Rarity mentioned to him, which caught her friends by surprise.

"You know--" Rainbow was about to ask before they heard an explosion coming from down the street. The lenses in Spider-Mane's mask looked worried when they saw that explosion.

"Shimmer? Shimmer!" He exclaimed before he charged forward and shot a web line to swing across. "I knew Fisk wouldn't come quietly!"

"Applejack, Rarity, take the students to F.E.A.S.T. while me, Flash and Rainbow follow him!" Twilight ordered before the two nodded before they split up. Twilight, Flash and Rainbow followed Spider-Mane down the street to a building where a bunch of police officers were taking cover while a bunch of stallions and griffins were shooting at them.

"We need more back-up!" A unicorn mare with a red coat and blue mane shouted in a walkie-talkie. "And look down the airspace!"

"Hey Shimmer, you alright?" Spider-Mane asked after he landed on the side of a transport vehicle. Twilight, Flash and Rainbow soon teleported next to her and she was surprised to see Twilight.

"Princess Twilight, you came at the worst time possible." Shimmer admitted.

"Give us the rundown on what the hell is going on here!" Flash told her as they could hear gunfire. "Why are they shooting at your men?!"

"Those are Fisk's men, otherwise known as the Kingpin!" Shimmer told them. "He's basically been the crime syndicate boss for years now and we finally got a warrant for his arrest! But as men are keeping us pinned down until he can escape! If he makes it out of that building, we're going to lose him!"

"I can try to teleport us in, but I might end up taking us into the middle of a gunshot." Twilight told her as she can see the many stallions and griffins with guns.

"Well we don't have to worry for long because my sidekick is already in there right now." Spider-Mane assured them.

"You have a sidekick?" Rainbow asked with a raised brow.

"Yeah, Spider-Colt." Spider-Mane replied before he looked at Shimmer. "Now if you don't mind, I'm going to go and uh…" He trailed off as he pointed towards Fisk Tower.

"Do your thing." Shimmer told him with a nod.

"Yes! Today's the day Willie!" Spider-Mane as he started to web swing around before his horn lit up and aimed towards two guys on a roof. "Heads up!" He shot a couple of red balls right at two of the guys before swinging towards a third one. "Hey, where are you going?!" He used his little sticking powers to grab hold as he swung through a window.

"What does he think he's doing?!" Twilight exclaimed before she looked towards Rainbow and Flash. "Come on, we have to see if anypony inside needs help!" Before Shimmer could protest against that idea, Twilight already used her magic to teleport herself and the other two inside. There they found Spider-Mane already fighting against Fisk's men. They soon joined in as Twilight blasted a few back while Flash and Rainbow flew into a few more off their hooves. "Hey, you can't just rush in all willy nilly like that! We need a plan!"

"And I have one, fight our way to Fisk!" Spider-Mane replied before he shot a web to one of the bad guys holding a weapon and yanked it out of their hooves. "Look, you don't know Fisk like I do! He had the whole city warped around his hoof for so long!" He exclaimed as he webbed up a griffin. "I've been waiting like eight years to see him be taken down and I won't let anyone get hurt!"

"Seems like you've been through a lot!" Flash commented before he punched out the last goon. "That's the last of them." He couldn't be more wrong as a bunch of griffins with guns came out of an elevator and started shooting. Flash, Twilight and Rainbow quickly took cover while Spider-Mane web-zipped towards them. He started to web up and punched their lights out before he got a call from his sidekick, Spider-Colt.

"Hey Peter, where are you right?" A colt's voice was heard when Spider-Mane answered.

"Oh hey, I'm in the lobby and taking care of some of his men!" He replied as he dodged a bullet from gunfire. "What about you? Where and what are you doing?"

"I'm helping ponies evacuate the building!" Spider-Colt answered. "Fisk really doesn't want to be arrested!"

"Just focus on getting everypony out and leave Fisk to me!" Spider-Mane told him as webbed up the last of the goons. "I'll be on my way up soon!" Twilight, Flash, Rainbow and a few police officers with padding went up to the elevator. However, the power went out on the elevator before it could reach the lobby.

"They shut the elevator down!" One of the officers exclaimed. "Take the stairs!"

The officers went to take the stairs before Rainbow noticed following them. "Aren't you coming?" She asked him.

"I prefer a more direct approach." He told her before he went up to the elevator doors and opened them up. "Go, I'll meet you up there!" Rainbow nodded before she followed Twilight and Flash up the stairs. Spider-Mane then went into the elevator shaft and started to climb up the wall just when he got a call from Shimmer.

"Spider-Mane, status?"

"Heading to the upper floors, and hoping nopony turns on the elevators…" He told her as he started to run up the wall.

"Our choppers are taking fire, it looks like Fisk has armed men on every floor." Shimmer informed just as Spider-Mane started to crawl through the vents.

"He's desperate…"

"... and he's hitting us with everything he's got."

"I have to find him and end this." Spider-Mane said with determination.

"Not yet. We just picked up chatter- they're wiping all their data servers. We need that evidence if we want to put him away for good."

"Okay, server room it is." Spider-Mane mentioned before Shimmer hung up. He made his way through the ventilation before he got another call from somepony very familiar. A call from May. Better answer." He answered her call just as he exited the vents. "Uh…hi Aunt May." He said as some of Fisk's men started shooting at some police officers that were taking cover.

"What is all that nose?!" May asked. 

"Watching a superhero movie." He lied as Twilight, Rainbow and Flash were taking care of some of Fisk's men on the next floor up. "What's up?"

"I just wanted to make sure we were still up for dinner tomorrow night." She mentioned as he web-zipped to the next floor up and joined the fight.

"Totally." He replied as he knocked a few guys off the railing before webbing them up. "Uh, listen, I gotta go…"

"Okay, love you."

"Love you too!" As they ended their call, Spider-Mane scissor-kicked a goon and landed next to Flash.

"Who were you talking about?" He asked as more bad guys came out the elevator.

"Uh…nopony, just some random call." Spider-Mane told him as Twilight used a freezing spell to stop the goons in place. Spider-Mane then webbed them up before putting them up to the ceiling. "Okay, now we gotta find that server room before there's no evidence left."

"Up there, on the next floor up!" Rainbow called out before she flew over there. Twilight and Flash followed suit before Spider-Mane web-zipped up to them and stood in front of them.

"Wait, if we go in this way they'll destroy all the evidence." He warned them before he looked in the direction of the server room and used his high-tech lenses to scan the place. He detected a few goons in there working on destroying the evidence. "I should look for a sneaky way in."

"How about that air vent?" Twilight suggested as she pointed to one on the ceiling.

"That'll do. You three stay out here, I'll clear the room and let you three in." He told them before he went up on the ceiling and crawled through the vent.

"So, you think he'll be able to do it?" Flash questioned as they waited.

"What I really want to know is why Fisk is doing all this?" Twilight mentioned before they heard grunting and fighting in the server room. After a bit, the door was ripped open by Spider-Mane and they saw a few knocked out stallions and griffins on the floor. "Wow, you work fast."

"I know, but now we gotta access that console before all the data is gone." Spider-Mane mentioned as he went over to the main computer and plugged in a flash drive. "Let's see just how good their security is." He said as he started to type in a few things. "Oh, these guys forgot the latest kernel patch, tsk-tsk."

"Hiding in the server room?" They looked up to see a large earth pony stallion with a white coat while wearing a black business suit on the large monitor. "Cowardly, even for you."

"Says the guy who's frantically erasing his search history." Spider-Mane joked as he continued typing.

"You must be Fisk." Twilight spoke up with a glare on her face. "Perhaps you can tell me why you're doing all this."

"Oh your highness, I'm simply keeping order in this city." Fisk told her. "I make sure that every criminal in this city stays in line. It's sort of like how you and the other princesses keep order in Equestria, along with your little friends."

"That's why he calls himself the Kingpin, although by looking at him now he looks more like a bowling ball than a pin." Spider-Mane quipped as the other three let out a chuckle.

"Even after all these years, you're still just an ignorant child." Fisk told Spider-Mane.

"True, but that's just part of my charm now isn't it?" Spider-Mane replied before the download was complete and he took the flash drive out.

"Damn you. Get them now!" Fisk demanded before some of his goons came in. The four of them were prepared to fight before a unicorn colt in a skin tight red and blue suit like Spider-Mane's, except for the top half being mostly blue while the bottom is mostly red dropped down on two of the goons. The mask he wore has six golden yellow lenses while he has a spider pack on his back.

"Hey Spidey!" The colt said before he jumped on another goon and showed amazing strength by flipping him over his shoulder.

"Great timing, Spider-Colt." Spider-Mane said before he uppercut a goon up before yanking him down.

"So that's your sidekick?" Flash asked as he and Twilight worked together to take out a few goons. "He's strong for a colt his size."

"You don't know half of it." Spider-Colt told him before he webbed a goon down. "And if you're wondering why I'm here, it's because it's not easy getting a bunch of ponies in a large building like this out! Fisk really doesn't want to get arrested."

"It's been a long tough road, kiddo." Spider-Mane told him as he kicked a goon in the head. "Almost sad to see it end."

"I'm pretty sure he's not going to let that happen." Rainbow mentioned as she bucked a goon in the gut.

"Well he better get ready for the main event." Spider-Mane said as they took care of the last of the goons before going out of the server room. But the moment they did, an explosion happened and destroyed the ceiling while also showing the way up. Seeing that made Spider-Mane contact Shimmer. "Shimmer, an explosion just--"

"I saw it." Shimmer quickly replied. "Fisk could have the whole place wired. I'm sending in a bomb unit."

"We'll make sure no one gets in the way." Spider-Mane told her before he hung up and web-zipped through the hole in the ceiling. Spider-Colt followed behind with the other three before all five of them started to fight off more goons. They took care of the goons before the bomb squad came in on the second floor above. "Hey guys!" He greeted them when the five of them went up to them. "I guess bombs are part of Willie's getaway plan." Another explosion happened before they heard ponies cry out for help.

"Sounds like they're in trouble." Twilight mentioned in a worried tone.

"You go save them, we'll go after the bombs." One of the bomb squad guys told them before they split up to do their jobs. They went up to a room that was lit on fire as ponies ran out.

"We'll get them out, you two make sure that nopony gets left behind." Flash told Spider-Mane and Spider-Colt as he, Twilight and Rainbow took some ponies out of the building. Spider-Mane and Spider-Colt went over to a beam that blocked away for some ponies and pulled it out of the way.

"I heard more ponies back that way!" A mare told them as she ran past them.

"We'll find them." Spider-Mane assured her as he and Spider-Colt went up ahead and found a couple of mares pinned down by some concrete.

"Spider-Mane! Help, we can't move!" One of the mares called out. "We're pinned down!"

"I'll lift it while Spider-Colt pulls you both out." Spider-Mane instructed them. "When you're free, get out fast. If you can walk, help the injured. Got it?" Both mares before he started summoning all of his strength and began to lift up the concrete. He managed to lift it up a bit before more fell on top and he struggled to keep it from crushing the two. He gathered even more strength and lifted up the concrete.

"I got them!" Spider-Colt called out as he pulled the mares out of the way. Spider-Mane felt the concrete giving way before he pushed it up and quickly jumped out of the way. "I can't get through! Go on ahead and stop Fisk! I'll see if there's anypony else who needs help!"

"Just be safe!" Spider-Mane called out before he went on ahead. "Okay Willie, comin' your way." He started to crawl through the vents just when Shimmer called.

"Spider-Mane, it's Shimmer."

"How are we doing, Captain?"

"Could be better. Our choppers took a beating, we just had a ground our last one. If Fisk calls in a chopper, we have no one to stop it from landing."

"And no one to chase him if he flies away…" Spider-Mane added.

"Why do I get the feeling that's what he was planning all along?"

"Because he probably was." Spider-Mane said as he exited the vents and found a few officers injured. "Damn. Shimmer, get EMTs up here, fast!"

"We're trying!" She told him before she hung up and another explosion happened outside the room the injured were in. He then web-zipped on a railing and saw a griffin holding a bazooka before he aimed it towards him.

"Uh oh, INCOMING!!" He warned those in the room before the griffin fired a rocket right towards him. Spider-Mane quickly dodge said rocket before he web-zipped towards the griffin and punched his lights out. "That's enough out of you…" Two more griffins came out on the second floor with their own rocket launchers and aimed towards him. "More rockets?! A little excessive, don't you think?!" He quickly dodged another rocket being launched at him before he left up to them and yanked both the rocket launchers out of their claws.

Once they were disarmed, Spider-Mane started to be down on them until they were knocked out. He then quickly saw another griffin with his own rocket launcher aimed towards him. "What…? Is it national rocket day or something?!" He exclaimed before dodging yet another rocket and web-zipped over to the griffin to uppercut in the air before getting him down. Well he was down, Spider-Mane webbed him up before he yanked open a door to wear a Fisk might be. He started to make his way through a corridor which was covered in rubble from the explosions. "How did the bomb squad guys get through all this?"

He then did some hardcore parkour through the rubble until he saw a few of Fisk's men up ahead. Spider-Mane quickly jumped on the wall before he launched himself off to tackle one of the goons. "There he is, get him!" One of them shouted before Spider-Mane knocked him out.

"Settle down, I've got enough for everyone!" Spider-Mane quipped as he fought them off. He continued to fight them off until they were all down. "Okay, the room is clear. The bomb squad must be somewhere up ahead… hope they're okay." He soon went over and opened the doors to a large area where the bomb squad guys were seen as he then swung over to them. "You guys all right?"

"We were just about to call for backup." One of the bomb squad officers told him.

"I think I'm it."

"Lead the way, we'll be right behind you." The bomb squad guys let Spider-Mane go ahead before one of them pulled up his walkie-talkie. "Heads up boss." He whispered as one of them aimed his gun towards Spider-Mane. Spider-Mane's Spider Sense started to tingle before he suddenly teleported behind them when they fired at him. He then shot a web line towards their guns and yanked them out of their hooves before flinging them at their heads.

Spider-Mane quickly web dipped to one of the guys with a shield before he slid under them and attacked from behind. "So you guys were in bed with Fisk all along?!" He exclaimed before he shook his head at the thought. "Aww no I'll never get that image out of my head!" He soon fought and webbed up each of the double agents until it was just him and two stallions with shields. "So your plan didn't work. On to plan B: getting kicked in the face." He soon took care of the last two before he contacted Shimmer. "Hey Shimmer, looks like some of your guys were on Fisk's payroll. Good news is, they were his last line of defense and I'm right outside his office."

"Take him down, now."

"With pleasure." He responded before he hung up and went in to face Fisk.


Inside Fisk's ridiculously large office with a few Samurai armor on display, he is seen running down something on his desk before Spider-Mane swung in and landed on a pillar. "Writing your memoirs?" He asked Fisk. "Don't forget the hyphen between Spider and Mane." Fisk paid no attention to him as he put down his pen and pressed a button on his desk.

"Get the chopper ready, I won't be long." Fisk said on the intercom before he cracked his neck a little and picked up a remote. "I'm surprised you made it this far." He told Spider-Mane as he walked into a room behind his desk. "But your foolishness ends now." He then pressed the button on the remote and a glass wall came down.

Spider-Mane jumped off the pillar and looked at Fisk with confusion. "Uh… you do know I can still see you, right?"

"Eight years of this insolence…" Fisk groaned before two gun turrets were activated as the two pillars lifted up to reveal them. Spider-Mane took a defensive stance as the two gun turrets aimed right at him.

"All for me? You shouldn't have!" Spider-Mane joked before the guns started firing at him. Spider-Mane quickly dodged each bullet being fired at him before he noticed something about the turrets. "They're reloading! Have my chance!" He started to web one of them up before he yanked it out of the pillar and threw it at the glass where Fisk is standing behind.

"What are you doing?!" Fisk exclaimed as he saw the glass breaking from that hit. The second gun torrent was reloaded and started firing at him again. Spider-Mane once again dodged each bullet before it had to reload again. Like the first one, he rubbed it up and threw it right at the glass wall and completely destroyed it. "How is this happening?!"

"What's wrong Willie? You seem angry…"

"I will DESTROY you!!!" Fisk went up to his desk before smashing it and picking it up by his teeth.

"Give it your best shot!" Spider-Mane challenged Fisk before Fisk threw his desk right at him. Spider-Mane quickly caught it in his web before swinging it around and threw it back at him, which stunned him. He then went over to Fisk and started beating down before Fisk composed himself and knocked him back. Spider-Mane quickly recovered and started to shoot webs right at Fisk to keep him still. He then web-zipped right back and started beating on Fisk before Fisk freed himself from the webs and punched Spider-Mane in the face.

Fisk then charged right at him and slammed him into a wall before they literally went through it and hit a large pipe. Spider-Mane turned to one side when Fisk tried to hit him before Fisk grabbed him and threw him out of his office. That damaged his suit as there was a bit of a tear on the chest of the suit. "You are everything that's wrong in this city!" Fisk shouted.

"Funny…" Spider-Mane grunted as he stood up. "I was gonna say the same about you."

"You know what to do, men!" Fisk exclaimed as some of his goons came in and surrounded Spider-Mane. Spider-Mane began to fight off his men while also dodging attacks from Fisk until he dealt with them. Once he made one of the goons punch himself out, he focused on a Fisk as he rubbed him up and started beating on him. Spider-Mane swung around Fisk before delivering a kick to his head. Spider-Mane dodged a few attacks from Fisk before webbing him up and delivering a few blows. Fisk managed to grab him and began to choke him out.

"Was it…something…I said…?" Spider-Mane breathed out before he kicked this in the face to get himself free. "You're losing, Willie." Spider-Mane continued to fight Fisk before he was picked up by this and slammed onto the floor. Fisk raised his hooves up and ready to crush him before Spider-Mane moved to one side to dodge the attack. The strength of Fisk caused the floor to get away as the two of them fell through. Fisk was about to punch Spider-Mane before Spider-Mane punched him first and kicked him to the floor. He then shot two weblines and launched himself right at him that caused them to fall through the floor yet again.

They then crashed onto a bridge on the next floor before Fisk grabbed him and threw him off. Spider-Mane quickly web-swing over to the windows before he launched himself right at this and off the bridge. He then delivered a flurry of punches until they crashed through the floor and he began to web up Fisk and hang them from the ceiling as they entered the lobby. "So, should we kiss now?" Spider-Mane joked as he was hanging upside down from a web line while some police officers aimed their guns at Fisk. "Maybe later."


Rarity, Applejack, Fluttershy and Pinkie were running through the streets towards Fisk Tower after what Rarity and Applejack told Fluttershy and Pinkie. "Come on y'all, ponies might be in danger!" Applejack shouted before they saw some news reporters and cops in front of Fisk Tower. They then saw Twilight, Flash and Rainbow amongst the crowd as they made their way towards them.

"Did we miss something?" Fluttershy asked before they saw a hoofcuffed Fisk being escorted out of the building.

"Let's just say that the Kingpin has been dethroned." Flash told them just when Spider-Mane and Spider-Colt landed on the transport vehicle Fisk is going to be riding in.

"So, finally off to Rikers Prison?" Spider-Colt told Fisk in a little joyful tone. "Now I think about it, you got more enemies there than me and Spidey here does."

"Yeah, right. I think he does." Spider-Mane agreed as Fisk glared at them.

"If you both think this is more than just a minor inconvenience--"

"Oh gotta go!" Spider-Mane interrupted Fisk. "Hey, good luck Willie." He told him before he web-swing away.

"We have a feeling you're gonna need it." Spider-Colt added before he left.

"You idiots! I'm the one who kept ordering this city!" Fisk shouted as the police officers forced him into the transport vehicle. "One month!! In one month you'll wish you had me back!!" The Mane Six and Flash watched as they closed the doors to the back of the transfer vehicle before driving off.

"Well, that was certainly interesting." Rarity commented. "Although I wish those two would have stuck around longer so I can show them some new suit ideas I came up with for them."

"Are you talking about Spider-Mane and Spider-Colt?" Rainbow asked with a raised brow. "How the hay do you even know them?"

"It's a long story about that…"

"Well you can tell us while we walk towards Dr. Octavius' labs." Twilight told her. "Because I would really like to see what he's working on to help change the world." They started to make their way through the city as they didn't notice that Spider-Mane was swinging the same way they were going, to Dr. Octavius' labs.