Spiders & Magic: Adventures

by Masterob


Spider Surprise

What if Peter's friends never went back to Marvel? What if they decided to stay? Live in Equestria? Marry the pony of their choice? In doing so, what if they were around for certain things? The arrival of The Dazzlings, the Cutie Mark concerns of Mayday, the return to the Gala, the return of Venom, and most importantly, the arrival of Spider-Gwen.

From an alternate Marvel-Verse, Gwen Stacy had returned to Peter Parker's life, this version having the same spider powers as the webbed hero.

After reuniting the two became instant friends, just like with their world's counterparts. They would spend a lot of time together, do fun stuff together, they became really close. Peter's daughter Mayday also adored Gwen, seeing her as a cool older sister type figure.

Gwen even went around and met a lot of Peter's Equestria friends, even having that famous costume swap with Applejack. (To the point where Remy asked Rarity to make a Spider-Gwen type costume for Applejack.)

One pony in particular wasn't too happy, that pony was Peter's wife, Twilight Sparkle. She grew jealous of all the moments that Peter shared with Gwen, fearing that Peter will fall in love with Gwen all over again. She's worried she was gonna lose her husband and it infuriated her. She wants to say something, but worries it could make her look bad.

One day she went to the store to do some shopping, mainly to get stuff for her baby son Ben. While there she seemed really distracted. Peter barely noticed her when she left, despite her calling to him to let him know she'll be gone awhile.

Twilight wondered what Gwen had that she doesn't anyway? Twilight is as smart as Gwen, nice as Gwen, and even as pretty as Gwen. Gwen may have superpowers but Twilight is a powerful pony in her own right. What does Gwen have anyway?

While grabbing some stuff, she saw a foreign hoof go for the same item.

"Oh, I'm sorry I...oh it's you Johnny," Twilight said.

There before her was Peter's best friend, Johnny Storm.

"Sup Twi? Things going good?" Johnny asked.

"Yeah, I guess," Twilight said in a gloomy type way.

Johnny looked concerned, normally Twilight's a little more peppy. She just seems out of it this time around. "Something's bothering you, I can tell."

"It's nothing Johnny, you don't need to worry about me," Twilight said.

Johnny shook his head, "Sorry, you're my best friend's wife, and my wife's best friend, I gotta worry."

Twilight smiled at Johnny, despite his normally annoying nature, he can be a really sweet at times. He's truly a good friend to have.

"It's Gwen...I'm really worried about how close she and Peter have been getting. I feel like I don't even matter anymore. What if Peter is happier with her than with me?" Twilight looked to Johnny with desperate sad eyes. "I don't want to lose him Johnny, I want him to always stay with me."

Johnny tried offering a reassuring smile in hopes of getting Twilight to relax, "Come on now, Peter loves you. You've been married for 9 years and you're the mother of his two children. He'd be really foolish to throw all that away, even if it is Gwen."

"But you said it yourself, the only real competition I have would be Gwen, and now that she's back I can't help but worry," Twilight said.

Johnny remembered that, he somewhat regrets it. He mostly said it to give Twilight reassurance, he never expected Gwen Stacy to return, and with super powers no less.

"Not to mention that Mayday seems to favor her a little more than me lately, what if she wants Gwen to be her mom? I'm gonna lose my husband and my daughter," Twilight said with tears.

"Look Twilight, I've seen you these last five years very closely, I can see how much Peter loves you. You need to stop worrying so much Twilight, Peter may act like an idiot at times," Johnny rubbed his head, "Though I'm no better," he got serious and continued on, "He's not that much of an idiot to leave you for anyone else."

Twilight looked aside a little, but Johnny brought her attention back to him, "And don't worry about Mayday. She loves you, you two may have differences at times, that's how kids are. It's easier for her to talk with Gwen because Gwen isn't her mom. Their relationship is similar to the one Peter has with Apple Bloom, Mayday isn't gonna replace you."

Twilight wanted to believe Johnny, but something nagged in her head, her suspicions wouldn't fade away.

"Johnny...I know you're being sincere, but still..."

Johnny rubbed her mane, "Listen, Peter truly loves you, he would never leave you or cheat on you...willingly at least."

Twilight and Johnny still haven't forgotten that Future Sweetie Belle incident, but they don't hold it over Peter, knowing he wasn't in his right state of mind.

"I hope so...still what does she have that I don't?" Twilight asked.

Johnny shrugged, "Not sure, but that's not something you need to worry about. You need to remind yourself why he choose you. All the mares wanted Peter, even Rainbow Dash...sometimes I wonder if she still wants him," Johnny said, then shook it off, "Look at me, now I'm getting worried. But even if she does have feelings for him, I can trust she'll never leave me. After all marriage is all about trust, and I can trust Rainbow Dash, just like you can trust Peter."

Twilight took a moment to register Johnny's words. Sometimes she's surprised at how deep Johnny can be, but she really appreciates that side of him.

"Thanks Johnny, I'll try to remember this," Twilight said.

Johnny pulled Twilight into a reassuring hug, "Just relax, like I said he won't leave you." He chuckled a bit, "Because I'll kick his ass if he does."

Twilight giggled a bit, "Now, now Johnny, Peter is still my husband." She then did a sinister type smile. "I'll kick his ass."

Both of them shared a good laugh, which put Johnny at ease. If Twilight can joke then maybe she's calmed down a little.

"Anyway I need to get going, Dashie will have a fit if I take too long," Johnny said.

"Maybe come by sometime, our kids can have a little playdate," Twilight offered.

Johnny nodded, "Sounds good, our little Firefly wouldn't mind playing with Mayday, who's turning to be quite the blooming badass."

Twilight did a big sigh, "Tell me about it, ever since she found out she had Peter's powers, she's starting to think she'll be invincible."

"Eh, like father like daughter, perhaps Ben could end up like up like you, balance things out a bit," Johnny said.

Twilight nodded, "That would be nice if he did, but he can be whatever he wants, even if it's not in the field of magic like me."

"Kid adores you, like Mayday adores Peter, don't be surprised if he grows up and wants to be like his mommy," Johnny said.

Twilight giggled, "If only, anyway I'll let you get going, see you around Johnny."

"You too, and try to relax about Peter and Gwen, believe me I know what it's like to be paranoid about something and it only made things worse, just ask my ex-girlfriend Crystal," Johnny reassured.

Twilight nodded and finished what she needed to do in the store. On the way home, she started thinking a bit, wondering about the things Johnny said and hoped he had a point.

She made her way home and called out to her family, "I'm back everypony!" No response, "Um, anypony around?"

"Twilight?" She heard Trixie say. Twilight saw Trixie make her way over. "Finish shopping?"

"Yeah, where are the others? How's Ben? Is he hungry yet?" Twilight asked.

"I think he is considering your precious little darling was nibbling on my cape," Trixie said with much agitation.

"Aw, he's teething, my little colt is growing up," Twilight said with parental pride.

"Yes, he is," Trixie said, showing her annoyance. She loves the little guy but he can be a hoof full. "Anyway to answer your question, Spike and Janet took their foal to the park, May is off with that stallion, Peter and Gwen are playing science in the lab, and Mayday is in the living room reading a letter sent to her."

Twilight raised her eyebrow, "A letter, from who?"

"It's from Rumble, he's telling her how well he's doing at The Wonderbolts Academy, apparently he's really taken to it," Trixie said.

Twilight felt some pride for Rumble, she so misses the foal she had taken in five years ago.

"That's great, I'm sure she's happy to hear from him, but what's this about Peter and Gwen in the lab?"

"Those two have been cooped up in that lab for the longest time, I'm starting to wonder what they're up to," Trixie said.

Twilight grew suspicious, "Better not be anything foolish, maybe I should just go check."

Before Twilight could go, Trixie went in front of her, "You're not gonna make a scene are you?"

"Who me? No, I'm just gonna go see what my husband is up to, that's all," Twilight said.

"Twilight, I know it's uncomfortable knowing that Peter's ex is back but you need to show a little bit of trust. There's no way even an idiot like him could do something so stupid," Trixie said.

Twilight rubbed her chin, "Funny, Johnny told me the same thing earlier on."

"Exactly, and Johnny knows Peter pretty well himself. You need to have some faith," Trixie said.

Twilight nodded, "I guess so."

"Good, now you go prepare your son's food while I go wash drool off my cape," Trixie said, uttering the last part in clear annoyance.

Twilight nodded and left Trixie to her business while she attended to her own. She went to the kitchen where she saw Mayday reading her letter from Rumble, a slight blush emanating on her face.

"Oh Rumble...I wish you were here with me like the old days."

Twilight giggled, "Aw, how cute."

Mayday's face grew even redder, "Mom! You're home!?"

"Yes, I am, and I see that Rumble sent you a letter. You seem pretty happy about that," Twilight said.

"Of course, I'm so happy he remembers me, I haven't seen him in so long, sometimes I worry he forgets about me," Mayday said.

Twilight shook her head, "He never would. He loves you a lot, you were his little sister for a few months."

"Still, kinda wish he was still living with us, I'm sure Ben would like him. I wonder how Gwen would feel about him," Mayday said.

That reminded Twilight of her worries, "Right Gwen. Say have you by any chance noticed what Peter and Gwen are up to?"

Mayday shook her head, "Not really, I know he wanted to show Gwen something in the lab."

"Do you know what it was?" Twilight asked.

"I didn't catch it, but I bet it has the word 'Spider' in front of it," Mayday said with a little sass, knowing how much her dad loves putting the world 'Spider' in front of everything he creates. She's fortunate she isn't named 'Spider-May'.

"Right...anyway maybe I should go check on them, make sure everything's going well," Twilight said.

Mayday raised her eyebrow, "You're not gonna make a scene, are you mom?"

Twilight did a baffled laugh, "Who, me? Of course not, I just want to see my loving husband of 9 years and the father of my two children."

Mayday still had her eyebrow raised, "Right...just remember Gwen has daddy's powers, I hope you've been keeping up with your workouts."

Twilight rolled her eyes, "I swear you become more like your father each day." Twilight made her way out the kitchen, though peeked her head back in a moment, "By the way, I have strong magic, she won't stand a chance anyway."

Twilight finally left while Mayday rolled her eyes and kept looking at the letter, which actually came with a picture of Rumble in a Cadet suit.

"Such a handsome colt...glad he's not technically my big brother anymore," Mayday said with a big blush on her face.

Twilight peeked into the lab, looking for her husband. She listened around and heard the two of them talking about something."

"Wow, I can't believe you made this armor. I knew you were smart but this is amazing," Gwen said.

"Yeah this thing really came in handy in my fights against The Green Goblin and Albert Wesker," Peter said.

"Wonder if I should try getting something like this, could help out big time when a stronger threat approaches," Gwen said.

"Wow, imagine that, you'd probably look pretty amazing in that armor, nothing like a strong girl to get a guy all riled up," Peter said.

That caused some concern from Twilight and she quickly rushed into the lab. "Hello there Peter, Gwen."

Peter and Gwen turned to Twilight and waved at her quickly.

"Hey Twi, need something?" Peter asked.

Twilight wasn't too thrilled at his mediocre response, "No, I just wanted to come see you. I just got home from shopping and-"

"Oh you went shopping? Should have told me, me and Gwen could use some snacks," Peter said.

Twilight's eye twitched, "I did tell you Peter, you just didn't pay attention."

Peter thought back a little, "Huh...you did? Guess my mind was preoccupied."

Twilight turned to Gwen, "Gee, I wonder what the cause of that is?"

Gwen didn't take too kindly to Twilight's tone, "Um, are you upset or something?"

Twilight cocked her head in mock confusion, "Upset? Why would I be upset? Just because my husband of 9 years seems too drawn to you to notice his wife even leave the house to get things for our baby colt doesn't mean I should be upset?"

Peter and Gwen stared awkwardly at each other, then back to Twilight, feeling a bit of concern for the paranoid mare.

"I'm sorry I didn't notice you leave Twilight, I didn't mean to upset you. Maybe I can make it up to you later?" Peter offered.

Twilight sighed and shook her head, "Forget about it Peter, just go back to your business, I won't bother you again."

Twilight left the lab, still feeling a sense of dejection while Peter worried for his wife.

"You think Twilight is feeling a little left out?" Peter asked.

"Maybe, I don't know her as well as you do but she did seem a bit unhappy. I hope it doesn't have anything to do with me," Gwen said.

"Come on, just because you're my ex-girlfriend come back to life it doesn't mean she should feel jealous of you," Peter said.

Gwen raised her eyebrow, "You have a weird way of putting things sometimes."

Peter did a goofy grin, "Just part of my charm. Anyway about those snacks, want me to go grab some chips? We can eat while we work."

Gwen shook her head, "I'll go get them, maybe you can go find Twilight and talk with her a bit."

Peter nodded, "Right, sounds good."

Gwen made her way out the Library while Peter looked around for Twilight.

"Hey Twilight, are you around here!?" Peter called out. He looked around but saw nothing. "Twilight?"

"She isn't here," he heard Trixie say. He turned to find his roommate of 10 years approach him with a stern look on her face. "She just left, she looked unhappy too, what happened?"

"I'm not even sure, she came down and got upset when I didn't notice she was gone," Peter said.

Trixie furrowed her brow at Peter, "You didn't even know she was gone? Are you some kind of an idiot?"

"It's been 10 years and you're still asking me that?" Peter joked.

Trixie clonked him on the head for that, "Not funny Peter. Ever since Gwen Stacy returned you've only seemed to be attached to her and you seemed to have forgotten about your wife! How can you explain that!?"

Peter rubbed his head a bit, "I know I screwed up, I just wanna find Twilight and make it up to her."

"Perhaps you should just let her blow off a little steam, when she returns you better be ready to attend to her every need," Trixie warned.

Peter nodded, "Right, will do."

"Good," Trixie said, then kissed Peter's head. "I apologize for clonking you, but you know it was only tough love."

Peter nodded, "I'm used to it, thanks."

Outside Gwen is making her way to the store, though unfortunately she had no idea where she was going.

"Probably shouldn't have left on my own, I don't know my way around this town too much."

She kept looking and noticed a stallion nearby, "Hey could you help me, I'm trying to find the..."

The stallion turned around and recognized her. "Gwen?"

Gwen got a good look, "Oh it's you Johnny, any chance you can point me to the store?"

Johnny pointed east, "Not too far, doing your own shopping?"

"Yeah, I offered to get some chips for myself and Peter. Maybe I could get something for Twilight too, help her relax, she was a little stressed a moment ago," Gwen said.

Johnny tapped his chin, "Would you happen to know why?"

"Not sure, she's probably feeling left out, me and Peter have spent a lot of time together after all, pretty surreal to once again be with a friend you thought you'd never see again," Gwen said.

"Yeah, sure is...but yeah you and Peter are spending a lot of time together, even his daughter likes tagging along at times. If most ponies around here didn't know any better, they'd think you're a married couple and Mayday is your daughter," Johnny pointed out.

Gwen chuckled, "Come on, they're just friends, it's not like I want to take Peter away from Twilight or anything. I would never take her daughter away either. I just miss him a lot, and his daughter's just so adorable."

Johnny had a look of slight disapproval. "Still, the fact that you give off that vibe could make things a little uncomfortable for Twilight. Sometimes it looks Mayday seems a bit more interested in you than her own mother. Add that to Twilight's concerns that Peter is probably falling in love with you again-"

"Whoa, hold on! Aren't you taking things a little too far right now? He's not falling in love with me, he's happily married to Twilight!" Gwen argued.

"Yes he is," Johnny said, and maintained some seriousness. "But you are his first love, something like that is hard to forget. Now maybe it's in Twilight's best interest if you backed off a little, stop being so clingy to Peter and Mayday."

Gwen looked a bit outraged at that suggestion. "Back off? Peter is my friend, why should I have to back off!?"

"This is upsetting Twilight, that's why! I know you missed seeing Peter and he misses you, but you two are becoming too attached. The last thing we need is for either of you to act on your emotions or feelings!" Johnny said.

"What you don't trust Peter?" Gwen asked.

"It's not that I don't trust him, I'm sure he he won't make the first move, but if you do he may accidentally get into it," Johnny shook his head a little. He realizes he may be contradicting what he told Twilight but he's just desperate to prevent an issue. "Just try to ease up will ya?"

"Come on, just because that stuff happened with that Sweetie Belle in the future timeline-"

Johnny's eyes widened, "Wait, how do you know about that!?"

"Peter told me, he wasn't comfortable at first but-"

"He told you!? Why would he tell you!? He doesn't like talking about it!" Johnny said with a flurry of confusion.

"We were talking about weird adventures, he told me about when he went to that alternate future, how bad it was and he finally confessed what he did," Gwen said.

Johnny took a moment to register what she said, "When he talked about it...did he just blurt it out confidently or..."

Gwen rolled her eyes a bit, "No, he said he did something regretful, I pried a little and he finally confessed. He just trusts me, that's all."

"That didn't give you any ideas did it?" Johnny asked.

Gwen looked frustrated, "Look, I'm not interested in sleeping with Peter or stealing him away from Twilight! Also I don't appreciate you telling me to back away from my friend!"

"Peter's my friend too, my best friend! Twilight is my wife's best friend! You screw up one marriage then you're gonna deal with so many angry friends and relatives. Now I know you have to go back to your world soon, but spending maybe one afternoon or evening away from Peter and Twilight while they work this out is very reasonable I should say!"

Gwen just glared at him with a sign of defiance, "I don't need to take this from you, my friendship with Peter isn't yours or anyone else's business."

Johnny glared at Gwen with some fire starting to emit, "I'm making it my business."

Gwen scoffed a bit, "Whatever, I'm gonna get those chips and spend a lot of time with my fellow web-head."

Gwen turned to leave but Johnny went after her, "Hey I'm not done with you, don't you-"

Gwen turned around and blasted Johnny with some web, sticking him to a wall.

"Son of a...GWEN!" Johnny said as he struggled a bit, using his fire to melt some of the webbing away.

Gwen had left the area, still fuming over Johnny's accusations. "Stupid Torch, of all the nerve!" As she walked she crossed paths with Twilight, who didn't look too happy.

"Twilight? What are you doing here?" Gwen asked.

"Oh nothing, I was just taking a walk when I noticed my good friend Johnny Storm trying to get some webbing off of him. When I asked him he said you webbed him after telling him off, saying your friendship with Peter isn't anyone's business but your own."

"Well it's true," Gwen said. "Peter is my friend, Johnny shouldn't be giving me a hard time about it."

"You wanna know why he's giving you a hard time!? Because he cares about me, Peter, our marriage and our family! Ever since you basically returned to life you're all Peter cares about. He doesn't seem to care about me anymore! Doesn't help he rarely fights away your advances!" Twilight said.

Gwen face hoofed, "For the love of all things good, why are you all so paranoid about my friendship!? I know you're his wife, I know Mayday's your daughter, I'm not trying to swoop in and take that from you!"

"You're right, I am Peter's wife, and Mayday is my daughter. I have half a mind to tell you to hit the road! I don't need a distraction like you in my life!" Twilight said.

"Why are you so paranoid!? Are you threatened by me? Is that it? Or do you just not have enough faith in Peter!? Honestly I don't even think you deserve him right now! You don't trust him like you should! He's a great person who would never hurt you!" Gwen angrily said.

The two mares just glared intently at each other, both fuming over this situation.

"Truth be told, I don't even know what Peter would see in you, I should be everything you are, except better!" Twilight said.

Gwen raised her eyebrow, "Are you freaken kidding me Sparkles!?"

"No I am not kidding, I'm smarter, prettier and stronger than you!" Twilight said.

"If you were smart, you would know I am strong enough to break your pretty face!" Gwen warned.

"Also I'm a better superhero than you too! I helped Peter save the multiverse! Can you say that!?" Twilight asked.

"I bet I could fight the likes of Green Goblin, King Sombra and Albert Wesker 10 times better than you can!" Gwen shouted back.

"Also I bet I'm a better kisser than you!" Twilight said.

Gwen did a sarcastic laugh at that notion. "You're way too dorky to be a good kisser. Myself on the other hoof, you better hope I don't kiss Peter, I know he'd like that better than your kiss!"

"No way, I know what kisses Peter likes! Face it you'll just be second rate, there's no way you're a better kisser than I am!" Twilight said.

"I am, I'll prove it!" Gwen said with an angry blush.

"Oh please, like I'll let you kiss my-" Twilight was silenced when Gwen planted a nice kiss on her. Twilight was both surprised and curious as to why Gwen was doing this, but for some reason she didn't want her to stop.

After a few seconds more, Gwen broke away, a huge blush on her face, but still maintaining her agitated look.

"How's that? Still think I can't kiss-"

This time Twilight kissed Gwen, this one showing a little more passion than the one Gwen gave her.

Gwen figured this was Twilight trying to one up her, so she started returning the kiss with much ferocity.

The two mares made out with each other for a bit, though the animosity behind it and the competitive nature behind it started to fade for a more passionate feeling. No longer were they rivaling over superior kissing, now they were enjoying themselves, moaning through the smacking sounds they made.

After a moment the two broke away, in an attempt to try to regain their composure. But it wasn't long before they went back after each other with their fierce kiss. Twilight felt such a guilty pleasure, she shouldn't be doing this but it feels so great, she must have more.

Before things escalated, Twilight teleported herself and Gwen back home to the library, specifically in Peter and Twilight's bedroom.

The two started their kissing again, this time pulling each other into a hug, getting their bodies close together, feeling each other, groping all around. Gwen particularly liked rubbing Twilight's backside, it was big but a perfect size.

Soon Gwen decided to kick things up a notch and threw Twilight on her bed, emitting a small 'eep' from the princess and then crawled on top of her to continue making out. Both mares felt bliss from this moment, really getting into this and enjoying themselves.

Gwen started to invade Twilight with her tongue, clashing with the rival mare's tongue, savoring everything from her. Gwen started feeling even more aroused by the moment and soon decided to stop with the warm up.

"Let's see how good you are for this part Sparkles," Gwen said with a seductive grin at the now blushing mare.

"But...isn't this a little much, I mean we-" Gwen silenced Twilight with a kiss. She then looked down with an affectionate gaze.

"We both want this...I can see it in your eyes," Gwen said in a sultry tone.

Gwen then started kissing Twilight's neck and trailed down her body.

"Gwen, wait....Gwen...." Twilight found herself too lost in bliss to protest further, bliss she fully enjoyed every second of.

Later Johnny is seen making his way to the Library, joined by Bobby and Remy. Needless to say, he was in a foul mood. "Freaken Gwen Stacy, how the hell is she gonna web me to a wall like that!?"

"Well you did accuse her of trying to get in between the relationship of Peter and Twilight," Remy said.

"Just calling it like I see it," Johnny said with attitude.

He knocked hard on the door, "Twilight!? Peter!? Any of you in there!?"

There was no answer, which only infuriated Johnny even more. "Is anyone in there!?"

Eventually the door was opened by Mayday, who had a very annoyed look on her face. "Any reason you're banging so loudly on the door? You interrupted my fantasy about Rum-er I mean my reading time...yeah."

Johnny raised his eyebrow a moment and shook it off, "Just tell me where your parents are."

"They left a while ago, Auntie Trixie's here but she's taking care of Ben. Uncle Spike and Aunt Janet aren't back yet and Aunt May is still on a date," Mayday said.

Johnny cringed a little, "I don't care how hot she got, the idea of Aunt May dating somepony just strikes me as weird."

"Hey, older women have experience, and with her looks I say it's a win-win for any guy dating her," Bobby said.

Mayday looked grossed out, "Can you NOT say that again!?"

"Yeah seriously Bobby," Johnny said with half-eyes and then focused again on Mayday, "Any chance Gwen came by here again?"

"Not sure, I really wasn't paying attention. But if you wanna wait, you're more than welcome to," Mayday said and went back to the kitchen. "Just try not to bother me too much."

The three guys went inside and had odd and suspicious thoughts about Mayday.

"What could she be fantasizing about at her age? Then again with her smarts she probably figured a few things out in life," Johnny said.

"How long before your daughter acts that sassy?" Bobby asked.

Johnny was gonna argue that but then thought, "Eh, not sure. Given that Dashie still has her sass, I won't be surprised if she takes a lot after her mother. Plus she has this badass of a father," Johnny pointed at himself.

Bobby rolled his eyes, "I pray Mayday and Firefly don't negatively influence my foal."

"Watch it," Johnny warned and walked off. "Let's get ready for their return."

As they walked in, they heard some noise upstairs, it sounded like creaking.

"What's that sound?" Bobby asked.

"Think it's Trixie?" Remy asked.

Johnny heard what sounded like lullaby-type humming from another room in the house. "I don't think so, she's in another room and Mayday said Trixie's the only other pony here."

"She also admitted she wasn't paying a lot of attention, for all we know her parents or Gwen came home and she didn't notice," Bobby said.

"Let's go check," Remy said.

The three guys went upstairs and heard noises coming from Peter and Twilight's room.

"It's coming from in there...sounds like the bed creaking," Bobby said.

All three of them had a blush on their face.

"Think Peter and Twilight are...you know...having a moment?" Remy asked.

They heard some moans coming from the room. One sounded like Twilight, but the other didn't sound like Peter, it sounded feminine. They pressed their ears against the door and heard two mares. One was Twilight and the other they recognized but couldn't believe.

"That sounds like Gwen, but it can't be Gwen, there's no way she and Twilight are...you know, doing that," Johnny said.

They heard Twilight moan a little. "Oh Gwen...just like that...oh yes...oooohhhh."

The three guys blushed hard, faces completely red.

"All this time I thought Gwen was after Peter, looks like she wants Twilight instead," Johnny said in complete surprise.

"Dude, there's some sweet mare-on-mare action in there, and there's a balcony attached to this room, you thinking what I'm thinking?" Bobby said.

Johnny thought a moment, "Wait, suppose it's not just them, what if Peter's in there too?"

"Doesn't sound like he is," Remy said.

"Still, it doesn't seem right to go in there, I mean-"

"What's going on?" they suddenly heard and jumped a bit. They turned to see Trixie standing there very confused.

"Oh it's you," Remy said.

"That's right...what are you three doing?" Trixie asked, suspiciously eyeing the three.

The three guys had a slight sweat, realizing they may have been caught.

"Um...we're not doing much, just chilling," Bobby said, hoping Trixie would buy that.

Trixie did her classic eyebrow raise, "Is that the best you can think of? Even Mayday could come up with something better, and she's been doing that since she was a toddler."

Trixie heard noise coming from Peter and Twilight's room. "What's going on in there?" She listened closely and heard the sounds of sweet love making. Trixie blushed a bit at hearing this, but then realized something important.

"Wait, I recognize Twilight, who is that other pony in...that sounds like Gwen," Trixie said.

"It is, we heard Twilight moaning her name," Bobby said.

Trixie's eyes widened and pressed her ear some more, "This can't be! Why would Twilight do something like this!?"

"Who cares?" Bobby said and pressed his ear against the door. "This is awesome."

"How can you say that Bobby? Twilight is your wife's best friend, and she's the wife of your closest friend," Trixie said.

"Hey even Rarity has moments where she enjoys the romance of others, so why can't I?" Bobby asked.

Remy pressed his ear against the door, "Part of me knows this is wrong, but I just can't help it. I hope Applejack doesn't find out about this."

Johnny wanted to press his ear against the door but another part of him wanted to bust the door down and get to the bottom of this. Fact is that Twilight is cheating on Peter, he doesn't care that it's mare on mare...actually he cares a little, but he won't tolerate Twilight betraying Peter's trust like this, especially after everything that he told Twilight.

Before anything could happen, they heard the door open. "I'm home!"

The four ponies had their pupils shrink. This could get bad really quickly.

"That's Peter, if he finds out about this he's gonna flip!" Johnny said.

"Forget that bro, if he sees that we're enjoying this, he'll kick our asses!" Bobby said.

"Hey you three are the ones with your ears pressed against the door!" Johnny said.

Trixie's eyes widened, "Hey don't drag me into this! I'm not one to enjoy mare-on-mare action!"

"Pfft, yeah you are, didn't you sleep with Lightning Dust?" Bobby asked, earning a glare from Trixie.

"How dare you say that!" Trixie said.

"Hey you're not denying it," Bobby pointed out.

Trixie looked away with an angry blush, "I don't need to answer that question, it's undignifying!"

Johnny groaned, "Focus idiots, once Peter comes upstairs-"

"Hey Johnny," Peter said having suddenly appeared beside him, emitting a scream from the others.

The scream was loud enough to cause Gwen to stop what she was doing and looked to the door. "I think there are ponies outside."

Twilight grew concerned, "What?" She listened and heard what sounded like Peter.

"Why are you all gathered outside my room?"

"Uh, no reason Pete!" she heard Bobby say.

Gwen looked concerned, "Oh man, Peter's here, so are a few others."

Twilight grew even more concerned, "We can't let them see us, especially," suddenly a realization occurred to Twilight. "Peter...oh no, I just cheated on him."

The harsh reality started settling in for Twilight. After all her suspicions and her questioning her husband's loyalty, she goes and without second thought, has sex with the very mare she believed was after her husband.

"If he finds out about this, it's gonna really hurt him..." Twilight shut her eyes to hold back tears. "I can't hurt him like that, he goes through enough already. I can't add to that, I just can't!"

Gwen started to feel pity for Twilight. She herself also started to realize her actions, she realizes she betrayed her friend's trust. But she had no time to regret anything right now.

"Listen Sparkles, I know we both just screwed up really bad, but we can't dawdle now. Let's quickly clean up and I'll sneak off," Gwen said.

"But...what about Peter...?" Twilight asked, still upset.

"We'll tell him later, I promise. But we need to move quickly while he's still talking whoever's out there," Gwen said.

Twilight nodded, but the guilt lingered. What got into her? Why would she do something like this so quickly?

Nonetheless while the two mares quickly cleaned up, Peter was still talking to the others outside.

"Why are you outside my room? What's going on?" Peter asked.

Johnny scratched his head to think of a reason, then remembered that he technically had a reason for coming.

"Truth be told, we needed to speak with you, mainly about Gwen," Johnny said.

Peter raised his eyebrow, "What about Gwen? Wait don't tell me you're worried about her too."

"Hey, when I talked to Gwen about it, she webbed me. I should say that's a bit suspicious," Johnny argued.

Peter shook his head in disbelief, "Damn Johnny, what did you say this time?"

"Hey she started it!" Johnny argued.

Peter gave a deadpanned stare, "I don't have time for this, though it's probably good that you're here. Have you seen Twilight anywhere?"

Johnny thought a moment, should he tell Peter the truth and crush him? Or cover for Twilight and Gwen? Technically telling Peter the truth could also upset him because then Peter will know that Johnny and the others were listening in on the sex.

"I honestly haven't seen Twilight, maybe go check at Sweet Apple Acres?" Johnny suggested.

"Huh? Sweet Apple Acres?" Peter thought a moment, "I guess it makes sense, Twilight does talk to Applejack when she needs advice."

Remy nodded, "Oui, if she's upset she would most likely go see mon cheri Applejack. As you said Twilight always goes to Applejack when she's worried. In fact Applejack told me Twilight went to her the time she believed she was in love with you. I'm pretty sure Twilight still is in love with you too."

Bobby hit Remy on the side for that slip Remy just said, mouthing colorful language at him.

Peter looked curious, "Uh, what does the last part have to do with-"

"Just go to Sweet Apple Acres!" They heard from within the room. Peter recognized that as Gwen's voice.

"Was that Gwen?" Peter asked.

"Dammit!" He heard her say. He heard a few scuffles as he went to open the door. "Gwen?"

He saw Gwen in the room, looking a bit sweaty, her hair very messy. He then noticed Twilight on the bed, changing some sheets. Her hair was also messy, she was also sweaty. He then noticed a weird scent in the air, one he's used to from this room, but he wondered why the smell was there.

"Um, what's going-" He couldn't finish as Twilight ran to his hooves in tears. "Oh Peter, I'm so sorry, I did something horrible!"

Johnny looked at his 'watch', "Hey look at the time, we need to be somewhere else, see ya!"

He then left quickly with Bobby, Remy and Trixie. Gwen looked pretty annoyed and made a mental note to deal out some ass-whoopings to three heroes and a stage magician.

Peter hesitantly returned Twilight's hug, "Easy now Twilight, what happened? Why are you so upset?"

Twilight placed her face in Peter's chest, still sobbing and crying. "I'm sorry, I know you'll probably never forgive me, but I'm so very sorry!"

Peter was curious, why was Twilight so upset? He hated seeing her upset. He held her head up for her eyes to meet his and he offered her a friendly smile. "Now Twilight, whatever's bothering you, you know you can tell me."

Twilight rubbed her eyes and smiled a little at Peter, "I'm so lucky to have you," Her eyes softened again, tears flowing once again. "That makes what I did that much stupid!"

Twilight placed her face against Peter's chest, her eyes slammed shut as tears flowed out. Gwen herself felt guilty, knowing she may have proved Johnny's worries. For a few moments, all that was heard was the sniffling sounds of Twilight's sobbing.

Peter turned to Gwen with a curious gaze, though she could barely look him in the eyes. She also felt guilty and stupid for what she did, and she too hopes Peter won't be too mad.

Peter rubbed Twilight's mane, "Please just tell me Twilight, if it's something bad, I wanna work through it with you."

Twilight rubbed her eyes and spoke, "The thing is...Me and Gwen we..."

Peter continued to rub her mane, "Go on..."

Twilight sniffled, "Peter I cheated on you...with Gwen."

That hit Peter pretty hard, between the shock that his wife cheated, and the awkwardness of the fact that it was with his first love. That sounds so weird for him to hear, though he still felt a sense of hurt and betrayal. He turned to Gwen to see her reaction and hopefully hear what she had to say.

"Sorry about this Peter. It's my fault, I kissed her first and well...things happened."

Peter couldn't help but feel betrayed, part of him wanted to yell but another part knew that wouldn't solve anything. Besides he himself had committed infidelity, having cheated on Twilight with Future Sweetie Belle. Not to mention he knows Twilight is sorry and her tears are real, even now he can't stay mad at her. Too much of a sap perhaps but still, he knows better then to pass judgement.

Though he still wonders how that even happened in the first place. Was their sexual tension he didn't know about? Perhaps it was curiosity. Nonetheless he needed to get to the bottom of this.

"May I ask how this happened?" Peter said with a stern yet not too angry voice.

Gwen nodded, "See after I had an argument with Johnny, I ran into Twilight. We had an argument ourselves which ended up with who could kiss better. So to prove a point, I kissed her to show her I'm a better kisser, then she kissed back to one-up me. Somehow we got lost in pleasure during those kisses and it escalated really high."

Twilight nodded, "I'm so sorry Peter, you have every right to be angry with me." Her eyes softened again, "Just like you have every right to leave me."

Peter made Twilight look at him again, "Don't say that. I would never leave you."

Twilight looked surprised, "But Peter...I cheated on you, how are you so understanding!?"

"Same way you were understanding of me when I slept with Sweetie Belle in the future," Peter said.

Twilight rubbed his face, "But Peter, those terms were a little different."

"Not that different to me, point is while I'm not too happy about this, I'm not too mad either," Peter said.

"Why, because we're both mares?" Gwen asked.

"Part of the reason, that and I know what Twilight's going through. Plus it sounds like it was all your fault," Peter joked.

Gwen glared, "Seriously, you're still joking at a time like this?"

Twilight rubbed her eyes and softly glared at Peter, "You're so ridiculous Peter," She gave him a nice kiss, "But I still love you."

Peter returned her kiss a moment later, "Same here," His gaze hardened a bit, "Though we're still gonna have to talk more about this, even if I forgive you we can't just drop this."

Twilight nodded, "Understandable, though if it makes you feel better, Gwen's not as good as you are at kissing or in bed."

Gwen looked slightly offended, "Hey! At least I'm better than you!"

Twilight grinned, "Maybe, but I got Peter so I don't care. Besides being good doesn't matter if-" Twilight then had an idea, a good one too. "Peter, I think I know how I can make this up to you."

Twilight whispered something in Peter's ear, causing him to blush and look uncertain.

"Are you sure about this?" Peter asked.

Twilight nodded, "Positive, besides we did it with Future Sweetie Belle after all."

Peter looked at Gwen with a blush, "Seems unusual still, plus reliving the Future Sweetie Belle thing almost backfired."

"Hey Gwen's leaving soon, besides I don't think she'll get too carried away. Besides I know you're curious and you deserve at least one more moment with your first love," Twilight said.

Peter nodded and walked toward Gwen, causing her to suspiciously raise her eyebrow.

"What are you up to Pe-" Peter cut Gwen off with a nice kiss, causing his fellow spider hero to melt into his embrace.

This was a nice moment for both of them to once again experience each other. Both have missed the embrace of one another and are having that second chance. Peter held Gwen close like he used to do. Peter loves Twilight very much, he loves being married to her. But in this case, it's nice to have another moment with Gwen.

He just wishes it hadn't been for a very awkward reason.

Gwen herself enjoyed the kiss. She'd be lying if she said she wasn't hoping to have a chance at this, looks like things turned out for the better.

Twilight fixed the bed a little, "Since I had my moment with Gwen, I'll let you two have a little time together. Then we'll really shake things up."

Peter broke the kiss and turned to Twilight, "You're the best wife ever." Peter looked to Gwen with a sinister grin, "As for you, I think you deserve a little punishment for your actions."

Gwen grinned, "Give it to me good."

Peter picked Gwen up and carried her to the bed and plopped her on it and continued to make out with her.

Twilight approached the door to close it, then put a nice sound-proof barrier around the room. "Make sure we don't get anymore eavesdroppers."

She sat on a chair near the bed and watched as Peter made out with Gwen. Truth be told, seeing her husband give it to another mare like this seemed kinda kinky. Maybe she should try this a little more often, but not too often. Peter is still hers, and she doesn't like sharing all that much.

Twilight continued to watch the show as it furthered, often comparing her sessions with this one, noting how Peter moves and reacts to certain things. This extra angle helps and now she has some ideas for a future session.

Soon it was Twilight's time to join in, this experience proving to be a little different than before. Not the first time she invited another pony to playtime but this mare proved to be a little more assertive than the previous submissive one. Twilight enjoyed the challenge, and the spider heroes.

Soon it came to an end, Peter is resting in bed with Twilight cuddled next to him on one side and Gwen cuddled on the other, all three panting and sweating.

"Wow, that was something," Peter said.

"Sure was, I'm glad you could enjoy this Peter," Twilight said.

"Yeah, who knew both of you could be so freaky," Gwen said.

Peter chuckled, "You haven't seen anything yet."

Twilight blushed a little, "Let's not delve too much into this Peter, I mean after all-" She stopped talking a moment. "Hold on."

She went to the balcony where she heard some hushed whispers and opened the curtain to reveal Johnny, Trixie, Bobby and Remy. Twilight just stared a moment, rage building up within her as the four just stared awkwardly.

"Psst, I think she can see us," Bobby whispered to Johnny.

"...Gee no kidding you stupid son of a-"

"WHY YOU!"

The four ran away as Twilight started to chase them, "GET BACK HERE!"

Gwen raised her eyebrow and looked to Peter, "Now what?"

"Now..." Peter began as he got out of bed, "I'm gonna go kick some ass."

Peter rushed out the balcony in the direction of Twilight and his friends. Gwen shrugged and decided to join, remembering that she owed a beating to certain ponies.

Sometimes things just go weird, and you just have to go with the flow.