MLPU: The Amazing Spider-Mare

by TheInvincibleIronBrony


Head Games

“Dinky? Dinky?!” Scootaloo shouted into the phone. The last thing she heard was a distorted roar and then the line went dead. Scootaloo whipped around to Featherweight, who was staring at her in worry. “I think Dinky’s in trouble, is the costume done yet?" she asked urgently

“Not quite, but it doesn’t matter,” he said as he pulled the half finished costume off of his desk. Scootaloo could already tell the costume would fit her a little better just from looking and the added blue and Spider web patterns, were very appealing to her.

“Thanks,” she said as she took the costume and started putting it on over her clothes. “I’ll give you a call, later,” she said as she opened the window on the far side of the room and jumped out.

The colt simply stared out of the open window, perplexed. “I’m not sure I can get used to that.”

///////////////////////////////////////////////////

Dinky dodged behind a pillar as the Lizard lunged at her. “Wait, Doctor! It’s me! It’s Dinky!” she shouted, ducking as a the beast raked it’s claws into the cement Dinky had been hiding behind.

“The Doctor can’t talk right now,” the creature spoke. “Besssidesss you’re ssstrong enough to fight back,” it taunted as it prepared to strike again.

Dinky just barely escaped her tormentor’s clutches as she rolled away. What is she talking about? Dinky thought.

“Come on mammal fight back. You’re probably the mossst difficult prey to catch in thisss cccity. I want to remember the moment I caught you. Fight me like you did lassst night,” the creature hissed.

Dinky’s eyes widened. Last night? She thinks I’m Spider-Mare! Dinky thought as the stairs leading to the street above came to mind. “I’m not who you think I am!” she shouted as she dashed for the escape. A scaled foot slammed into the floor, blocking her path. Dinky looked up and saw the yellow eyes of the Lizard staring her down.

“Please, Cheerilee. You don’t want to do this,” Dinky pleaded as the beast raised it’s clawed foot. Dinky flinched when the beast struck the ground next to her. The young mare looked at the creature in surprise, wondering why it hadn’t killed her.

“R...Ru-Run,” it said, struggling to get the words out. Dinky’s eyes widened as she realized what was happening. Cheerilee was fighting for control. Dinky jumped up and darted to the other end of the station. The Lizard was blocking the only exit to the streets, so Dinky only had one way to go. Onto the train tracks and down the tunnel. Dinky briefly looked back at the Lizard as it started to slowly move towards her, obviously being hindered by Cheerilee.

Dinky leaped onto the ground below and started running down the tunnel as fast as she could. Behind her she could hear the angry roaring of the Lizard and the thud of heavy footsteps as it gave chase. It didn’t take very long for the unicorn to get lost though. All she knew was that if she stopped Cheerilee may not be able to hold the beast back a second time.

“RAAAHHHH! I AM IN CONTROL NOW!” roared the reptile, in anger. Dinky could tell from the volume that it wasn’t far behind either. She started running as fast as she could away from the roaring beast while keeping an eye out for an escape in the darkness.

“Oh come on, there has to be an emergency exit here somewhere,” she told herself, her legs starting to burn from exhaustion. She wasn’t used to this much running. “I really need to start working out.” Just then she noticed another tunnel further up ahead that seemed to branch off of the main tunnel. Dinky guessed that it was where extra subway cars were stored until they were needed. Lighting up her horn Dinky ran into the darkness hoping she could at least find a better place to hide.

The first thing Dinky found was a couple of rusty train cars that looked they’d been abandoned here years ago. “Better than nothing,” she whispered as she started trying to pry open the doors to the first car by magic. A roar from the end of the tunnel made her stop for a second before redoubling her efforts. After about a minute the doors snapped apart with a loud clang. Dinky heard a low growling behind her and snapped around and put out the light her horn was producing.

“Don’t bother hiding Dinky. I can sssmell you,” the Lizard hissed as it lumbered down the passageway, mouth open to taste the air. Dinky hurriedly climbed into the train car and slid her body underneath the seats furthest from the door.

Dinky could hear the footsteps of the creature as it lumbered down the tunnel and towards her hiding spot. She stuffed a hand in her mouth in an effort to make less noise.

“Come out, come out Dinky,” the reptile called. “You don’t seem to have as much fight in you as you did last night,” it taunted. Dinky guessed it was trying to provoke her, but she wouldn’t try to take it on even if she could.

I need a plan. Okay so the Lizard and Cheerilee seem to be separate personalities or I’d be dead by now. I don’t think I’ll be able to talk her down, but a blow to the head might give Cheerilee enough control to stop this. Dinky was so absorbed in her thoughts that she nearly screamed in fear when the creature ripped the doors off of their tracks and threw them aside.

“Enough gamesss. Faccce me Dinky or I’ll go after your mother inssstead,” the Lizard threatened as it entered the train car and bent the seats and bars out of it’s way.

Dinky’s eyes widened at the mention of her mother. She didn’t want anypony else to get involved if they didn’t have to. She slowly slid out from under the seat she was under and revealed herself, the beast immediately taking notice. “Please. You don’t have to do this,” Dinky said, her voice shaking as the creature stalked closer to her.

“I know I don’t have to, but I want to ssso badly,” the Lizard hissed as it lunged, slowed down by the cramped space. Dinky took advantage of her small size and charged at the creature, sliding under it as she got within its reach. She got back to her feet and jumped back out of the train, making a dash for the other end of the tunnel. The sound of metal twisting and tearing caught Dinky’s attention and she looked back to see the Lizard ripping it’s way through the top of the car. Once it was free it jumped off of the destroyed car and started chasing Dinky and was quickly catching up.

“You can not essscape me that easssily!” the monster roared as it jumped over Dinky and blocked her exit.

“Gaahh!” Dinky screamed as she skidded to a stop and fell to the ground. She quickly picked herself up. The Lizard began slowly walking towards her and Dinky started trying to back away when the Lizard grabbed her by one of her legs and pulled her close, pinning her down with one hand.

“Thisss isss you lassst chanccce. Fight back or die,” the creature hissed, leaning down so it was almost nose to nose with Dinky. Dinky didn’t say or do anything. “Have it your way then,” the Lizard said as it raised it’s other foreleg, preparing to strike.

Dinky closed her eyes preparing for the inevitable. When the blow never came she opened her eyes to see the Lizard seemingly paralyzed. Dinky wasn’t sure what to make of the situation, but she decided it would be best if she got out of the monster’s grip while she could. However she quickly discovered just how strong the beast was. The more she struggled the tighter it gripped her. Dinky looked at the creature’s face and was shocked. It seemed as though it would cry at any moment and had a sadness in it’s eyes. It reminded her of Cheerilee.

“Doctor?” she asked quietly. As though switch had been flipped the anger of the Lizard returned and it brought it’s claws down on Dinky. The young mare only barely heard a faint thwipp over her own fearful scream, and a second later the beast was launched over Dinky like it had been fired from a catapult. Bewildered Dinky jumped up to see what had attacked the Lizard and saw Scootaloo standing at the end of the tunnel.

“Are you okay?” the costumed pony asked as she walked over to Dinky.

“No! I just got chased through a subway tunnel by a gian-”

“Heads up!” Scootaloo interrupted as the Lizard charged at them. Scootaloo grabbed Dinky and jumped out of the way. Dinky grabbed onto Scootaloo tightly as the pegasus shot a web at the end of the tunnel, swinging away from the danger.

“You need to get out of here. I’ll hold it off,” Scootaloo told her friend, turning to face the monster.

“Wait you don’t understand. It’s Cheerilee!” Dinky shouted.

Scootaloo’s eyes widened. “Wait what? You can’t be serious,” Scootaloo began, but was quickly interrupted as her enemy emerged from the tunnel, it’s face contorted in rage. “We’ll talk later just get out of here and call for help,” Scootaloo told Dinky.

“Be careful,” Dinky said as she turned and started running for the platform.

Scootaloo turned to face her opponent. “Well you wanted me right?” she asked the beast.

“Well thisss isss perplexssing. If you’re not the gray one then who are you?” the Lizard replied. “No matter I’ll be feasssting on you sssoon,” It said as it lunged across the tunnel.

“Tell you what,” Scootaloo said as she jumped up on the wall behind her. “If you stop trying to kill ponies I’ll let you in on the secret,” she said. The Lizard responded by leaping at her claws first and then chasing Scootaloo a few yards across the wall. “No deal then? Oh well your loss,” Scootaloo joked as she leaped off of the wall and shot a web at the reptile, yanking it off of the wall and slamming it into the opposite side of the tunnel.

With a roar the beast got up and lunged at Scootaloo again, swiping at Scootaloo’s left side. Scootaloo jumped over the swipe and latched onto the leg as it swung under her. The creature attempted to shake her off, but Scootaloo shot a web at the creature’s right leg as she climbed onto it’s back and dropped off on the other side behind the leg. She then started yanking on the web, slamming the clawed foot into her enemies face repeatedly. “Stop hitting yourself,” the mare taunted.

Scootaloo let go of the web as she got that feeling again and jumped the Lizard’s tail passing harmlessly beneath her. The Lizard then swung its tail back to catch the masked pony on the rebound. Scootaloo tries to shoot a web and swing away, but the appendage came to fast and the blow sent her flying across the tunnel and into the wall. Scootaloo stuck to the wall and shot webs at the opposite side just above the beasts back and pulled herself at it. The Lizard turned and opened it’s mouth to try and catch the aggravating hero.

“I’ve got you now!” the monster roared.

Scootaloo planted her feet on either jaw to keep the beast’s mouth open and slammed a forehoof right in the back of it’s throat. The Lizard coughed and sputtered. “What’s the matter spider got your tongue?” Scootaloo mocked as she somersaulted out of the powerful jaws and landed on the ground with a soft thud.

The Lizard threw itself at the super hero bodily. Scootaloo dropped onto her back and launched herself upwards, delivering a powerful kick to the monster’s stomach and sending it crashing into the wall, where she started letting shooting enough webs at it to stop a semi truck, covering the creature’s entire body in the sticky ropes. “I swear to Celestia if that’s not enough to hold you…” Scootaloo trailed off as she heard the beast strain against the webs quickly freeing itself and pulling chunks of the wall down with it.

“You will not capture me mammal. You can only be eaten. Accept your fate,” the creature said as it started swiping it’s claws at Scootaloo from every direction. Scootaloo did her best to dodge the the strikes, but had an idea after the first couple of cuts. She started shooting webs at the claws after each strike. After almost five minutes of this process the Lizard finally hit Scootaloo across the face, sending the mare several yards further down the tunnel. The Lizard growled in victory.

Scootaloo picked herself up with a groan and felt her face. “Ha! Jokes on you scale face,” she shouted back.

Curiously the Lizard looked at it’s claws and saw that each one was wrapped in webs. There was even something stuck to it’s left foot. “What’s this now?” it asked itself in triumph holding up it’s prize.

Scootaloo’s eyes widened. My mask! “Can I have that back if I ask nicely?” she joked.

The Lizard stared at her enemy for a moment before grinning. “Scootaloo right?” it asked.

Scootaloo nearly had a heart attack at this point. “How did you know my name?”

“You met with the doctor just before she created me. I must thank you for giving her the last piece of the puzzle,” the creature taunted.

That struck the young mare like a rocket. The algorithm. This is all my fault, she thought. She then noticed the Lizard charging at her once again. “Whoa,” she gasped as she narrowly escaped being trampled. Scootaloo whipped around expecting the Lizard to attempt another attack, but the reptile simply kept running until it disappeared into the darkness.

“Oh buck me,” Scootaloo cursed as she realized the monster had escaped again. Scootaloo quickly made her way back to the platform where she found Dinky waiting for her.

“Scootaloo! Are you okay?” she asked worriedly. “Where’s your mask?”

“The Lizard took it,” she said in a defeated tone. “So not only does it know who I am now, turns out I had a hand in making it,” Scootaloo said angrily.

“What are you talking about? I was trying to tell you that you were attacking Dr. Cheerilee. How could you be responsible?” Dinky asked, confused.

“I gave Cheerilee an equation that was in a bag of my dad’s old stuff,” she explained. “I’m guessing she used it to make a serum to get her arm back and used Lizard DNA as a base.”

“Okay, but how did that turn her into a giant reptile?” Dinky asked.

“She probably used one of your lab’s crystal mixers. If the serum is mixed with magic the results become unpredictable because the magic changes the mix or something,” Scootaloo finished as she stood up.

“So how do we save Cheerilee?” Dinky asked.

Scootaloo stopped. “I’m sorry, but I’m not sure we can. I can’t let that monster roam around the city. I may have to take it out,” Scootaloo concluded.

Dinky’s expression became angry at these words. She walked over to Scootaloo and whacked her in the head, shocking the pegasus. “I thought you didn’t want to use your powers to kill. That it made you feel guilty,” Dinky said.

“She’s too far gone Dinky. How am I supposed to save her if she’s eating ponies,” Scootaloo shot back.

“No. Cheerilee is still in there. She had me pinned down for almost five minutes before you swung in. She could have killed me before that too, but she didn’t. She was fighting for control. She and the Lizard aren’t the same mind,” Dinky explained.

Scootaloo’s jaw fell open at this information. “That changes things,” she said in shock. “Okay so how do I help Cheerilee fight?”

Dinky smiled at the question. “I was thinking head trauma could shake the Lizard’s control,” Dinky suggested.

“Okay that makes this even easier then. Now I just have to figure out where it went, fight it and get my damn mask back,” Scootaloo said smiling. Dinky however went pale at the mention of the mask. “What is it?” Scootaloo asked.

“It has your mask?” Dinky asked quietly.

“Yeah I said-” Scootaloo was cut off.

“Scootaloo, a lot of the reptiles Cheerilee studied tracked their prey by scent,” Dinky explained. Scootaloo gave her a blank look. “Some would even follow an old scent trail back to the prey’s nest and wait for it to come back,” the unicorn finished.

Scootaloo froze. “Oh no.” She then tore up the stairs leading to the street with Dinky close behind. They quickly found an empty alley and Scootaloo started climbing the wall. “Wait here,” she told Dinky.

“Okay just don’t die,” Dinky said fearfully.

“Not part of the plan,” Scootaloo quipped as she grabbed a sock off of a clothes line, disappearing over the side of the roof.