Spiders and Magic III: Days of Friendship Past

by Maximus_Reborn


Ambush

Chapter Seven “Ambush”

Pinkamena sat on the edge of the underground building’s rooftop and stared blankly at everything beneath her, the small city unable to bear witness to the sun or moon. An unsettling twinge pulled at the center of the mare’s chest. It had occurred yesterday, the second Applejack mentioned Maud, and it continued to ache, even after a night’s rest. Pinkamena inhaled deeply before letting out a deep sigh. These emotions had long been buried, but things were beginning to change ever since Peter returned. She felt lost, like a child wandering aimlessly without her parents.

The earth pony scoffed, glancing off to the side once her ears perked at the sound of approaching hoofsteps behind her position. Peter took a seat beside the mare, never averting his gaze from the buildings across from his line of sight. Pinkamena frowned, cringing as the pain in her chest swelled. The mare’s long, straight mane hid her face from the stallion’s angle. Should he have seen her face, Peter would have found only a pained expression.

“You doing okay?” Peter lightly questioned, severing the awkward, silent air. Pinkamena didn’t offer a verbal response, only glancing off to the side. The stallion managed a smile and chuckle as he slid Twilight Arms over his hooves. “It’s weird seeing that you’re the gloomy one nowadays. That’s still sort of my thing.” The mare pursed her lips, refusing to reply. Peter tilted his head to the side. “Did I ever tell you that you look really cute with your mane down?”

Pinkamena finally turned, sharing a glance with the stallion. Her expression, while stoic, seemed to harbor surprise. “What?”

Peter shrugged. “It’s just one pony’s opinion. I really like how your mane looks right now. If you only learned to smile a bit, it’d be perfect.” The stallion paused, placing a hoof over his chin. “Don’t get me wrong. Your poofy manestyle is one-of-a-kind, but I guess I’m a sucker for long, straight manes. That was Twilight’s preferred style, so maybe I’m biased in that regard. So, don’t listen to me. That should be easy, since no one ever really listens to me. My point is that you look super cute either way.” Peter scratched the back of his head. “Like I’m one to talk. I almost never comb my mane. I think it looks cool, but everypony usually disagrees. Except for you, anyway. Then again, you and me are the weird ones.”

Pinkamena shook her head before smiling lightly. “It looks like you’re talking again. I guess we can say you’re feeling better.” The mare sobered, lowering her gaze. “Peter. About yesterday… I just wanted to say I’m sorry. I shouldn’t have pushed you so hard without taking your feelings into consideration. Family is important, and I almost forgot what it was like to lose a sister.” The earth pony’s ears shamefully flattened on her head. “It’s asking a lot, but… can we still be friends? I really don’t want you to hate me.”

Taken aback, Peter stared at the mare with a widened gaze. “Hate you? Pinkie, I’ll never hate you. Heck, I don’t even dislike you. You’re still my friend. A great one, even. I don’t like what you said, but I understand where you were coming from. You’ve been at this for so long. There’s no telling how much you’ve seen and experienced.” The stallion exhaled as his eyes softened. “In the end, you were right. Ending Trixie’s life… was the only way to save her. Now, I have to live with that. The only reason I can accept it is because of how happy she was. All I can do is promise myself to undo all of this, so I won’t have to make that horrible mistake ever again.”

The mare brushed a hoof through her mane. “There’s no shame to be had for what you did. You wanted to save your sister and believed there was a way you could. You were always an optimist… to a fault.”

“So are you, Pinkie,” Peter whispered, placing a hoof over the mare’s shoulder. ‘That’s why you’re still fighting despite the odds stacked against us. There’s always something worth fighting for.” That same moment, Applejack, Rainbow Dash, and Sweetie Belle walked through the door, each mare taking a seat around the pair. Everypony sat on the rooftop of the Captain’s quarters. Peter grinned, raising a hoof. “I’m going to keep fighting for my friends and family… those that are still alive and the deceased. We’re here together. That means we can still win this. Just because you’re all older doesn’t mean anything’s changed. We’re friends, through and through.”

Sweetie Belle giggled, taking hold of the stallion’s hoof with both of her own. “That’s right. We’re together again, and that’s the most important thing.”

Applejack frowned, wrapping her hooves around Peter’s neck. “Ah’m with ya, but Ah don’t appreciate ya calling me old! Ah’m just… mature.”

Rainbow Dash smiled mischievously, poking the stallion’s cheek while sharing a glance with Applejack. “Didn’t anypony teach you any manners, Parker? We may not look like it, but some of us are sensitive about our ages.  It doesn’t really bother me, but Applejack’s the only one here over fifty.”

Applejack glared at the pegasus. “Shut your mouth, Rainbow! Ah said Ah’m just mature!”

As both mares mushed his face together with their hooves, Peter chuckled nervously. “I didn’t say it was a bad thing! You all look great for your age! Besides, I like older girls anyway-- Ow!”

Pinkamena watched the group with a quiet gaze, even as Applejack struck the back of Peter’s head repeatedly with her free hoof. She had long moved on from the past, enduring countless hardships in order to survive, but it came at the cost of her soul. Pinkamena was no longer herself, the embodiment of laughter. A small sound escaped from the mare’s mouth. It was faint yet earnest, echoing from the deepest reaches of her heart. She no longer had a reason to ignore this side of who she was. Her friends were reunited and by her side. Pinkamena placed a hoof over Peter’s own and smiled before chuckling under her breath.

Given the circumstances, life was perfect for this very second, and Pinkamena finally had a reason to laugh again.

Suddenly, an explosion erupted several buildings away, a ball of flames spreading across the vicinity. The force of the impact caused everypony to nearly lose their balance.

Sweetie Belle was the first to recover, galloping to the intercom by the door. “Somepony report! What just happened?!”

“Captain!” a mare’s voice frantically replied. “We’ve been compromised! Changelings have burst in and-- Ahh!” The message had been cut off, ending in a blood-filled scream and static.

Sweetie Belle’s eyes shot open. “Oh, no.” Using her magic, the unicorn turned the knob on the intercom until the speakers throughout the entire underground base released a high-pitched wail. “Everypony! We are under attack! Code green! Do not engage! I repeat! Do not engage! Evacuate immediately and rendezvous at the haven!”

Rainbow Dash furrowed her brow, peeking down from the rooftop. “Damn! How’d they find us?”

Pinkamena reached for her scabbard and unsheathed its blade. “Doesn’t matter. They always find a way to sniff us out.” A second explosion erupted, and flaming rubble fell across the sky, a stone landing inches away from the earth pony. Pinkamena shook her head. “They’re already in too deep. We need to fall back.”

Applejack tightened the bandages over her forelegs. “Anypony got a plan?” Tremors rushed throughout the building, prompting the blonde to steal a glance at the ground below her position. A pair of brutes charged through the vicinity, ramming several guards in their path. Applejack gritted her teeth. “They brought brutes, too.”

Sweetie Belle placed a hoof over her chest as she alternated her concerned gaze between her friends and the chaos taking place below. “Pinkamena! I want you, Applejack, and Rainbow Dash to do a sweep of the East Wing. Help everypony that you can and head for the haven. Stick together and do not separate! Understood?”

Pinkamena nodded, holding one blade in a hoof and the other in her teeth. “Understood.”

The trio shared a nod before leaping from the rooftop, landing on the ground and taking off into the streets. Sweetie bit down on her lip and shared a glance with Peter. “The rest of the girls can handle themselves in a fight, but I...” She glanced to her shoulder. “I’d need your help if I were to encounter any heavy resistance.”

Peter nodded. “Don’t worry. I’ll back you up. You’re officially under Spider-Watch. Lead the way.”

The mare’s eyes softened. “We’ll clear out the West Wing together. I have to make sure my soldiers escape safely. After that, we’ll make our retreat.”

Sweetie Belle inhaled deeply before leaping over the edge of the building. Peter hopped after the mare, soaring gracefully until both ponies landed on the side wall of an alley. Sweetie Belle shifted her momentum and skipped to the other wall in a mild descent, repeating the action until she reached the ground. Unfortunately, a bolt of pain rushed through her shoulder, causing the mare to instinctively clutch at her limb.

A pair of changelings spotted the unicorn and sped down the alleyway while she was prone. However, the moment they were mere hoof-lengths from Sweetie Belle, Peter landed squarely on one of their backs, driving the creature into the ground stomach-first. Before the second could react, the stallion spun, delivering a swift kick across its jaw, and the force of the blow sent the changeling flying into the wall with a crack.

“Thank you, Peter,” Sweetie Belle stated, rushing past the stallion until she reached the end of the alleyway.

She peeked around the corner before motioning a hoof, prompting Peter to approach the unicorn. Both ponies galloped ahead, speeding past walls of flames as the surrounding buildings crumbled under the force of deafening explosions. A trio of changelings charged through the fire with their fangs drawn. Peter shot a strand of webbing onto one of the creature’s chest before yanking him closer to his position. Once the other two changelings were close, the stallion swung his webbing around and used his captive as a battering ram. All three of the creatures collided, falling into the fire. A fourth one emerged behind the stallion, only for Peter to slam the back of his hoof between its eyes without turning around.

Once the immediate danger had passed, Sweetie Belle’s eyes widened as they fell over the body of one of her soldiers. Kneeling down to the armored stallion, the mare’s expression softened as she checked for a pulse.

“Why does it always have to end up like this...” she whispered, brushing a hoof over his eyes and shutting them gently. Further examining the surrounding area, she only found more of her resistance scattered and broken. Sweetie Belle’s limbs slowly began to tremble before she punched the ground hard, ignoring the gnawing aggravation it brought to her injury. “Why!? Why do they have keep hunting us like this!? Haven’t they captured enough of us and spilled enough of our blood!?”

The mare was all but hysterical before Peter laid a hoof on her shoulder, causing her to stop and look back to him. “We have to hurry, Sweetie. Others may still be in danger.”

She gave a weak nod. “Y-yeah.” Glancing back to the stallion once more, she climbed to her hooves.

Peter’s eyes widened once his spider-sense blared wildly. The stallion turned his gaze to the side, spotting several flaming barrels soaring over the nearest buildings. Crystal shards protruded from their sides as funnels of smoke escaped from each of their tops. One of the barrels struck the roof of the building, triggering an explosion of magical energy and crystal shards. Peter swiftly lifted Sweetie Belle into his hooves bridal style, earning a surprised squeak from the mare before leaping high into the air. The barrels detonated upon landing where the ponies previously stood, generating a shockwave potent enough to reduce everything in the immediate vicinity to burning rubble.

The shockwave from the blast propelled Peter further into the sky, but the stallion spun, tightening his hold on Sweetie Belle as they neared the wall of a building. Parker shielded the mare before the back of his skull burst through the stone. Both ponies skidded across the floor on the stallion’s back until they flew out of the other side of the building, landing on the ground. Sweetie Belle was the first to recover, clutching at her shoulder with a hard wince. Peter remained on the ground, seemingly unconscious. Half of a dozen changelings rushed onto the scene and surrounded the pair, ready to capitalize on the situation.

Sweetie Belle alternated her gaze between the swarm and the stallion. “Come on, Peter! You’ve got to get up!” Upon receiving no response, she reached down and attempted to lift the stallion, but her wound protested, sending bolts of pain through her shoulder. Sweetie cursed under her breath. “Can’t lift and run. Looks like I don’t have a choice.” She lowered herself into a defensive stance and faced her attackers. “You already took away my sister and many of my friends. I won’t let you hurt him, too!”

The mare hopped from the ground, managing to wrap her hooves around one of the changeling’s heads. She flipped behind the creature, placing her glowing horn against its back before blasting it forward. The changeling collided into three of its hive members.

Peter’s head spun as he struggled to recollect his senses. A changeling stood over the stunned stallion with its fangs drawn. Sweetie Belle’s eyes widened at the sight, but as the mare turned sharply, a bolt of pain rushed through her shoulder. She clutched at her limb, unable to react as a changeling slammed its forehead into hers.

Sweetie Belle rolled across the ground until she was beside Peter. The swarm readied to finish the pair, but a bolt of magic rushed across the area and blew one of the creatures away. Peter’s eyes shot open before he kipped up. The stallion threw his leg in a sweeping motion, managing to knock every changelings’ hooves from under their bodies. That same instance, Spider-Mane threw a series of punches and kicks in various directions, sending each changeling flying into the distance. Peter extended a hoof to Sweetie Belle, who accepted the gesture and allowed the stallion to help her to a standing position.

Sweetie Belle turned in the direction the blast came from, smiling as she recognized the blonde unicorn clad in armor. “Dinky!” The mare closed the gap, sharing a brief embrace before parting with a scowl. “You had your orders! Why didn’t you evacuate?!”

Dinky’s expression paled, matching that of fear. “I-I was worried! I was about to follow Miss Pinkamena, Applejack, and Rainbow Dash when I saw them earlier, but when I noticed you weren’t with them, I had to find you!” She tapped her hooves together nervously, alternating her yellow gaze between Peter and the rebel leader. “I was also worried that Spider-Mane was going to try and fight off the changelings all by himself. I thought he might’ve needed help.”

Sweetie Belle glared intently at the unicorn. “You have got to be kidding me! That’s reckless bravado! You’re going to get killed with that mindset!” After Dinky hesitantly nodded, the mare brushed a hoof over her eyes. She forced a nod after clearing her throat, holding a stern expression. “You’re under my watch. Did Pinkamena and the others escape already?”

Dinky nodded. “They closed off their exit. I think we’re the only ones left.”

Peter bit down on his lip. “Then, we don’t need to stick around. Let’s hurry and get out of here. We’ll just have to hope some of the others escaped.”

Sweetie Belle shook her head. “You’re right. We’ve completed our sweep. We’ll take an escape tunnel. Dinky, do you have any idea where the nearest exit that hasn’t been sealed off is?”

Dinky turned around and pointed a hoof in the opposite direction, specifically the other side of the courtyard. “Right over there!”

The trio of ponies galloped, skidding to a halt as flaming chunks of debris fell over the small doorway on the ground. Just as Peter aimed his hooves at the blockage, his ears perked at the sound of thunderous, approaching hoofsteps. The stallion turned around once a brute burst through the wall of a nearby building. A second one followed suit, both creatures directing their bug-like gazes in the ponies’ direction. Dinky shivered involuntarily out of trepidation while Sweetie Belle’s eyes widened as a third brute entered the vicinity.

Peter stepped away from both mares, staring intently at the trio of brutes. “I got this one. You two just get that passage back open.”

Sweetie Belle reached out to stop the stallion, but he hopped towards the hostiles before she could succeed. The mare snapped her hardened gaze to the armored unicorn before shifting it to the burning rubble blocking their way. “Dinky! Help me with this!”

Dinky alternated her gaze between Sweetie Belle and Peter, pausing before shaking her head furiously. “Sorry! I can’t! This is finally my chance to be a hero like him!”

“What?!” Sweetie Belle blurted out, bewildered as she watched Dinky speed out after Peter. “Get back here right now! That’s an order!” Resisting the urge to pursue the cadet, Sweetie Belle turned around with her horn glowing, blasting away the debris from the escape hatch. “Why is she so hard-headed?!”

Peter ducked underneath a brute’s hoof as it swiped at him. The second enlarged changeling approached the stallion from behind, attempting to bite the pony once within range. Peter hopped over its fangs and managed to land on the back of the brute’s neck. The stallion shot webbing over the changeling’s face before wrapping a pair of strands around its neck, never relinquishing his hold on the gossamer. The first brute lunged at Spider-Mane, but Peter pulled at his strands until the changeling he rode turned sharply, causing both bug-like creatures to inadvertently headbutt each other with a violent crack.

Dinky charged at the remaining brute, firing an array of magical beams at its head. The monstrous changeling roared, brushing off the unicorn’s attack. It rushed towards Dinky, causing her to stumble as she stepped back. Before it could reach its target, Peter slid in front of the mare and drove his hoof into the underside of the brute’s muzzle, uppercutting it with enough force to send it airborne for a few yards. The stallion dove out, landing on the brute’s head before knocking it out with an overhead strike.

"What are you doing, Dinky? It's not safe--!" Peter questioned before his sixth sense blared wildly.

One of the brutes made its way back to a standing position, forcing Peter to shove Dinky out of the way once it lunged in her direction. Spider-Mane was pinned under the changeling’s hoof, managing to sway his head and shoulders out of harm’s way for every time it attempted to bite him. Dinky leapt towards the brute, only to be swatted by its hoof. She violently rolled several yards away, bouncing off of the ground a few times before skidding to a halt.

As she slurred a response, holding a hoof over her aching cranium, nopony had noticed a fourth brute waiting on the rooftops. The bug-like creature lowered into a pouncing stance, never averting its gaze away from Dinky. Leaping high into the air, the changeling soared.  Its shadow engulfed Dinky’s entire form as it rapidly descended, causing the mare to peek up at the last second. Straining to hold off his attacker, Peter caught sight of the airborne changeling. He extended a hoof and fired a strand of webbing towards Dinky that same moment, latching it onto her chestplate. However, before Peter could even hope to pull, he could only watch as she was crushed under the brute’s weight.

“Dinky! No!” Peter cried out, catching a glimpse of the horrific sight from the corner of his eye. He delivered a straight punch to the brute pinning his body down, managing to free himself. “Not again. Not again!” he screamed, delivering a barrage of punches until the brute’s exoskeleton cracked.

As the changeling fell unconscious, Peter flipped to his hooves before dashing towards the one that attacked Dinky. Images of Gwen flashed across Peter’s mind, filling his heart with pain he knew all too well. Once the stallion was within range, the changeling drew its fangs and attempted a bite. Peter slid beneath the attack until he was directly under the brute.

Pressing his hooves and shoulders firmly against its stomach, the stallion strained as he lifted the changeling from the ground. “Get off of her!”

Peter roared at the top of his lungs before throwing the brute into one of its own. His eyes softened at the sight under him. There Dinky lay, nearly embedded into the ground. A majority of her armor had been crushed beyond recognition. Peter knelt down by her side, placing the side of his head against the mare’s chest. No sound reached the stallion’s ears, and the realization slowly came into fruition, evident by his clenched teeth and seethed breaths.

“Dinky, no… Not you, too,” he whispered as the inside of his chest grew tight.

Sweetie Belle managed to remove the last of the debris from the escape hatch, extinguishing the flames before tossing away the stone with her magic. Just as she turned around, her emerald eyes widened upon falling over Dinky’s broken figure.

She held a hoof over her quivering mouth. “Oh, no.” Sweetie Belle blinked, gasping aloud as several brutes steadily entered the vicinity. Some climbed over the buildings while others approached Peter with malicious intent. Sweetie Belle cried out, “Peter! Come on!”

Oblivious, the stallion continued to stare at Dinky’s lifeless form as brutes neared his position. Sweetie reached into her costume, retrieving a few pellets before tossing them several hoof-lengths around Peter. Each exploded upon striking the ground, causing clouds of smoke to spread out and shield the stallion. As the surrounding changelings coughed for oxygen and struggled to gather their senses, Peter had not faltered, unable to free his gaze from Dinky. Sweetie Belle appeared behind him in a flash of light.

“Peter! We can’t stay here! We have to go!” she declared, alternating her gaze between the stallion and the diminishing clouds of smoke around them. Peter offered no response, all emotion having left his face. Sweetie Belle placed a hoof over his shoulder. “I know it’s hard, but we have to keep moving.” That same second, the mare wrapped her hooves around the stallion’s neck before their bodies vanished in a burst of magic. They materialized by the escape hatch just as the smoke finally cleared. Every brute in the area analyzed their surroundings, managing to spot the pair after a brief search. Sweetie Belle lifted the hatch with her magic. “Peter! You go first!”

Reluctantly, Peter jumped into the hatch and traveled down its slide. Sweetie Belle turned sharply as the brutes approached from behind. Under the hatch sat a fuse that led to a collection of bombs scattered throughout the building. The mare snatched it from its place before leaping into the escape hatch. One brute lunged forward, inadvertently driving its head through the hatch as it narrowly missed Sweetie Belle. The changeling watched as both ponies disappeared into the dark depths, unaware of the explosives primed around its position.

None of the brutes in the immediate vicinity could react once the building was engulfed in flames, causing its structure to collapse before an explosion erupted. Meanwhile, Peter and Sweetie emerged from a ground hatch in the midst of Ponyville. The mare was the first to pull herself to a standing position, pausing to share a glance with the stallion. Peter’s eyes were glazed over, lost in a trance.

Sweetie Belle pursed her lips, reaching out to the stallion before pulling her hoof back. “We should find shelter. The haven’s located on the outskirts of Ponyville, not too far from where Sweet Apple Acres used to be. It’s standard protocol to wait a few hours before rendezvousing with fellow teammates. It’ll make us harder to track once our trail’s gone cold for the changelings.” The mare’s eyes widened once a sound reached her ears. She turned, lowering her body before stealing a glance around the corner of a large stone. Dozens of changelings galloped towards the village. Sweetie cursed inwardly before facing Peter. “Please. We have to hide.”

Peter blinked, weakly glancing off to the side. “My cellar… We can hide there.” The stallion walked for a duration until he reached the entrance to his lab, lifting the debris blocking the way. Sweetie Belle squeezed in through the tight opening. Peter readied to follow the mare, but he paused, sighing desolately. Electrical currents of energy sparked across his fur before dissipating. “I’m so sorry, Dinky. Everyone I let down… dies,” he whispered before slipping into the cellar, allowing the heavy debris to fall over the entrance.