"Well, this isn't at all suspicious." Spider-Mane said. The group had readhed the outskirts of Canterlot, where they noticed a trail of white slime across the forest. "And kind of disgusting. It's like Anti-Venom was shedding."
"But... Anti-Venom wasn't here with us. There's no way he managed to find the portal on his own without the notes unless it was sheer luck!" First Spider reminded his doppelganger.
"Even still, his symbiote... Goo wasn't leaking like that." Spider-Mane 2099 explained, "This... Has to be something else. Egh." he gagged, stepping on a small puddle of symbiote goo.
"Either that or he was a little too excited." Scarlet Spider joked.
Sweetie Belle shook her head, "I hope that wasn't the answer." she sighed. "L-Let's just get you too the base before whatever that is finds us first."
"We still have it after all these years!? You'd think you would get rid of it after the war." Rainbow Dash said.
"It was still functional." Pinkamena said to the pegasus, "We never thought somepony else, much less a threat from Peter's world, would find it for themselves and use it against us."
'What the shock is all this goop coming from?' O'Hara thought, looking as the trail continued on, "This has to be a trap of some sort. There's no way this symbiote trail was left by accident." he told the others, "We should be careful. Parker, I take it we can't rely on your Spider-Sense to help us, right?"
Spider-Mane shook his head, "No. All symbiotes are immune to it. I have a feeling that applies to clones as well."
"Then we should follow Miguel's advice." Sweetie said, "We don't have anything to warn us but our instincts."
"Hey, I can handle that part just fine." Scarlet Spider said.
"Okay... The trail just keeps going. Are we heading in the right direction?" First Spider wondered aloud.
Sweetie Belle nodded, "Yes. In fact, the entrance should be hidden right over... Here." she pointed at the ground. She tapped the area, feeling something down there. Sweetie used her magic to lift up a secret door, revealing a stairway.
"Woah." was all Trixie said, "How many hideouts did you need?"
"As many as we could to ensure protection." Pinkamena answered. "We had to travel a lot so we made refuge any place we could to hide away from the changelings."
"Makes travelling easier I say." Spider-Mane said, being the first to step down the stairs. The other Spiders followed before the ponies, each of them quietly pacing to the secret bunker.
They reached a small hallway, and heard something. Spider-Mane hushed everypony around as he moved closer to hear what was happening.
"Go find them again!" said a cracking voice, "It's be such a shame if they came here and ripped you apart!"
A gruff voice moaned in response to his scolding. Peter leaned forward, 'Okay. I hear something going down, and my Spider-Sense is tingling slightly. I might as well take a quick look.' he faced his friends and warned them to stay behind for a moment. His eyes nearly bulged out of his mask at the sight that awaited him.
The figure that was talking was a green man, almost similar to the Green Goblin, but he had a much freakier appearance since it appeared to be a full mutation rather than transformation. The other creature appeared as a larger Anti-Venom, but with tentacles protruding out its back. 'What am I even looking at right now?' he thought.
"Peter... What the hay is that?" Applejack whispered, not recalling the creature seen before her.
Scarlet Spider and First Spider leaned in next to Peter, "Warren... He's changed. A lot." mumbled Kaine. "I don't recognize that other thing standing next to him."
"Me neither." said Ben. "We gotta be quiet."
"Then what?" hissed Rainbow, "We'll have no choice but to reveal ourselves at this point!"
"She's right. We're better off jumping in now while we still have a chance to stop them." Trixie agreed.
Spider-Mane sighed, "Fine. It's about time the two of us had a talk anyway." he was the first to leap into the room, then the Spiders and ponies repeated his actions. "Alright, Warren! Your random cloning games stop here!"
Warren smiled, "So, you made it after all, Spider-Man. You and I have a score to settle." he faced the monster, "Stay down." he ordered it, the monster staying still.
"What did I do to you that would deserve such a scheme!?" the hero questioned.
Frowning, Warren sat down on his chair. Peter immediately noticed that for the most part he retained what he assumed to be his normal form and was not a pony. "You allowed her to die, Peter." was all that he responded with.
"Allowed who to die?" Peter wondered.
Professor Warren glared at Spider-Mane, "Gwen Stacy."
Spider-Mane's eyes went wide at the revelation as he gagged, "You? My old college professor had a... Thing for my girlfriend? That's kind of freaky."
"No kidding. And I thought Sloan was nuts." Miguel commented. "Why go through all this trouble? Why ally yourself with Sloan?"
"Allow me to explain. When I found out that you were involved with Gwen's death, Spider-Man. I grew bitter, I resented you, and that only got worse when I found out that my old student... One that I saw potential in, had a hand in it. I decided that I wanted to bring her back as I intended after you left for this world."
"Clones..." First Spider realized.
Warren smirked, "That's right my old slave. I wanted to bring her back, but with her loving me instead with no memory of you. But my cloning process was unstable and incomplete. I was unable to create the clones I so desired. As a small test subject, I created you Kaine, and obviously you rebelled against me considering who you were based off of." the First Spider frowned as he was being mentioned.
He continued, "That was when Sloan came to me. He said that he was from the future, but he needed time to perfect the process of time-travelling. Of course, he offered me the technology to perfect my genius. But then I had a brilliant idea. I sent Kaine to retrieve Anti-Venom, using his symbiote to alter the creation process, leading to the creation of you, Ben."
"Of course... That's plain sick." Scarlet Spider hissed, "You turned me into a spider-monster!"
"Sloan needed a bodyguard, and I knew from Kaine that you couldn't be fully trusted on your own. So I... Messed with the genetics a little bit to get the right results."
Sweetie Belle grunted, "That's twisted of you!"
"Yeah! I know what it's like to be used as a puppet! I'l make sure you pay myself!" Trixie yelled.
The Professor shook his head, "So touchy, you all. Anyway, I had a hand in giving the Scorpion of the future his small clone army. Then Sloan introduced me to his ally, Serena Patel, the Doctor Octopus of 2099. They came to me with an idea. Using Anti-Venom's symbiote, Sloan's DNA, and Patel's hologram tentacles, I was able to create this!" he gestured to the large creature.
"What the shock is that thing?" Spider-Mane 2099 asked.
"I do not have a name for it yet." he said, "I came to this future and heard of how you, Spider-Man, had a hand in bringing it back to its former glory. At this point, I decided to initiate my next phase. I dug up the bodies of Trixie, Rainbow Dash and Applejack, but I purposely cloned them with all of their memories intact. Play with you a little. Though the process to clone Equestrians is a little unstable. Who knows what might become of them!"
Spider-Mane scowled, disgusted at what he just heard, "Y-You... Desecrated my friends' deaths! You freaking dug up their corpses and used them as lab experiements! I'll make you pay for stooping so low you sick son of a bitch!" he yelled.
The ponies gasped at Peter's outburst, surprised to hear his rage after all these years. "It worked didn't it? Your beloved friends were restored to their former glory! I wanted to bring back your wife as well just to torment you a little more in this timeline."
"W-We were dug up?" Rainbow gulped, "That's just wrong!"
"We never wanted this to be our fates!" Applejack shouted. "To be mere experiments!"
"But I never asked for it like this!" Peter growled, "Warren! I'll make sure you rot in jail!"
First Spider revealed his stingers, "Forget jail! I'll make sure he suffers myself!"
"The name's not Warren anymore. I'm the Jackal!" he declared.
"Alright, Jackal. Either come peacefully, or we'll find a way to break you into not-Goblin pieces." Scarlet Spider ordered.
Jackal smirked, "Hm. So you think that you can threaten me, my perfect Scarlet Spider? Just be glad I didn't bring back the changelings and their empress."
Before Jackal could say anything else, Peter landed a hard punch to the green villain's face, making him turn his head. "How's that for a threat, huh?! I've had it with you! Making us go on a wild goose chase, and then I find out you tried to ruin the memory of my friends by making them your slaves!" he punched Jackal again, the mastermind not fighting back. "And you had the audacity to even think about using my wife against me!?"
"You're nothing but a monster!" Spider-Mane yelled, kicking Jackal with his hindlegs, "All this for what!? To bring back my dead ex-girlfriend and get me out of the picture!? As much as I want the former, and how much I missed my friends in this timeline, I'm not gonna take manipulation sitting down like this!" he shot a strand of webbing around his neck and tightened it, choking him, "You want history to repeat for you, Jackal?! I can make it happen!"
"Parker!" Miguel shouted, "You're better than this!"
"He's a monster! He used my friends against me! He destroyed the peace of this timeline!" Spider-Mane responded. "I can atop this here and now!"
"But this is not how you should go about it!" Sweetie Belle pleaded, "Please! You're not a killer!"
"Yeah, kid. You're a hero, not a monster!" Kaine yelled.
Peter hissed, releasing the web, his head hanging in shame, "You got one chance, Jackal!" he warned, kicking the monster off his chair. "Give up now!"
"Heh. As if I'd let you stop me! Go my creation!" he said, the monster roared, getting the heroes' attention. "Kill them all!" he said before running off behind their backs.
"Grr... Trixie, 2099, Ben, Kaine. Make sure that Jackal creep doesn't get away. The five of us can handle this.... I need to give this thing a name." Spider-Mane ordered.
"Got it, Parker. I'll take care of things." O'Hara said. "C'mon you guys." he said.
"Got a name for this thing yet, Parker?" Pinkamena questioned, unsheathing her sword.
"I dunno... This thing's kind of an Atrocity. Ah, why not? Atrocity it is." Spider-Mane decided. Atrocity growled, lashing his tentacles down at the heroes. 'Anti-Venom Doc Ock? Better than a Carnage-possessed Doc Ock.'
"Get back here, Jackal!" Kaine shouted. The First Spider trailed behind Trixie, who planned to capture the mastermind in seconds. "Where the hell is he!?"
"Can't be too far... What's this tingling sensation on the back of my neck?" Scarlet Spider wondered. "It's been bugging me for a while." he said, rubbing his head.
"You got Spider-Sense, it seems. That means Jackal's not too far ahead." Miguel explained. "It happens whenever you're near danger. We can use it to our advantage."
"Yeah. But we gotta keep quiet this time." Trixie hushed.
"I know you're there." said the Jackal.
As the heroes tried to react, something tackled the four of them. When Kaine looked up he saw Scorpion clones. "I thought we got rid of them back in 2099..." he sighed.
"Do you think I'd go without any reinforcments? Pathetic. I thought I created you smarter than that." Jackal shook his head in disappointment. "Ah, well. I can always try again."
Before Jackal could run away though, a blue aura kept him still. "Who dares?!" he asked.
Trixie revealed herself, "Keep those weird Scorpion things away from me. I'll deal with Jackal personally."
"You got it, Trixie." Ben stated. He shot some webbing at a clone's claw, pushing himself forward with a slide as he kicked the clone in the chest, making it fly across the room. The Scorpion he tossed aside ran back toward him, throwing its tail down at the Scarlet Spider. Ben responded by shooting his webs in the air, moving his hooves around to create a web-hammer of sorts, and slamming it on the clone, destroying it with a loud splat.
"That's... Actually pretty disgusting." he admitted.
Spider-Mane 2099 saw three Scorpions heading right for him. Before any of them could attack him, he rolled to the side, the future hero using an Accelerated Decoy to distract the clone. Miguel hopped on his hindlegs, slicing apart the clones with his talons while he was still too fast for them to notice. The third clone spotted him once his energy ran out. "Just get the shock away from me! Jam it!"
Miguel hovered in the air, backflipping with aid by his wings, and kicked down on the creature, his hoof talons digging into the monster's back. "Alright, pal! That's enough of you!" he said, the clone turning into dust. "Still imperfect. Just as I thought. He was too lazy to finish." he mumbled aloud.
Meanwhile, Kaine was busy fighting off five Scorpion clones. The First Spider hopped on the wall, getting into a crawling position. He extended a hoof, shooting a web-bola at a Scorpion as it raised its claw, the force of the shot made it get stuck to the wall across from him. First Spider leaped from his spot, digging his hooves into the clones as he hopped a top their heads.
He reached the clone he trapped and he revealed his stingers, stabbing the monster on the spot. "Pity. You're still unfinished. Good." he taunted them.
The First Spider faced the last of the clones. As he stabbed another, Ben jumped in, having cleared up the ones surrounding him. "I got your back, bro!" he said, kicking down another Scorpion in the head. Miguel reached the second one, grabbing it as he flew and slammed it down. "Us Spiders gotta stick together!" he added.
Kaine sighed at his brother's enthusiasm. "Whatever. You're starting to sound like Parker." he grunted, lashing out at the last clone standing before him.
"Hey, don't pair me up! I'm just trying to get this done quicker!" Spider-Mane 2099 responded, landing on the ground. "How are you holding up, Trixie?"
The unicorn began to sweat, her hold on Jackal weakening. "I'm fine. Thank you very much. You took your sweet time." she quipped.
"Oh, I knew this would happen!" Jackal laughed, "You're not used to all the power coming back to you, huh?"
"Is the Great and Powerful Trixie proving that she can't use a simple telekinesis spell?" O'Hara taunted.
Trixie gasped, "You dare doubt me? I'll show you!" she focused more, lifting Jackal up from the ground and holding up on a wall. She held him down longer while Miguel readied himself to end this.
"Got ya." said O'Hara. He walked toward Warren and shot some thick webbing around his arm. "Now you'll be coming back with us until we send you back to your time!"
Jackal struggled in the thick gossamer as Ben and Kaine wrapped him in a small cocoon. "I'll get you, Spider-Men--" he was cut off by First Spider punching him unconcious.
"That'll shut you up." he sighed.
"Thank you." said Trixie, lifting him up from his spot. "Let's hurry back to Parker and the others."
"Just like old times, right?" Spider-Mane asked, hopping over anothet tentacle lash delivered by Atrocity.
"Yeah. Y'know, except for the whole butt-ugly thing trying to murder us right now!" Applejack replied, trying to land a hit on Atrocity, but to no avail. She ducked underneath a slow swipe from the symbiote clone's arms.
Rainbow snickered, "Are you sure you're not talking about Chrysalis as well?" she asked.
"Har har." Pinkamena fake laughed, she managed to slice apart a few symbiotic tendrils lashing out at her. The pink pony, holding the sword in her mouth by the hilt.
Sweetie Belle ran ahead, using her magic to grab Atrocity's arm and she tried to lift it, but before she could. Atrocity landed a hit on her. "Sweetie!" yelled Peter. The stallion gritted his teeth, extending a hoof and shooting two web-lines in Atrocity's way. He jumped, pulling himself roward with the second web. Spider-Mane hopped over the monster with a kick, having successfully performed a Web-Strike.
Getting up, Sweetie managed to warp Peter to safety before Atrocity could attack him. "Thanks for the save." he said. Sweetie nodded, focusing her attention back on the monster.
"Can anything keep this guy down?!" Rainbow grunted, hitting Atrocity in the face as she sped past him. "We're not hurting him in the slightest!" eh said.
"Well, maybe a trip to the gym..." joked Peter. "Seriously, is this guy like Kingpin-built or something? Looks fat but it's muscle?" he wondered aloud.
"Seems that way." Applejack noted. "Nothin' we do seems to do anythin' to him."
"That's a problem." said Pinkamena. "Even slicing apart the symbiote only makes it regenerate!" she said, putting away her sword for the time being as she faced the monster.
"The Anti-Venom symbiote could do that. It's a lot stronger than Venom and immune to both sound and fire!" Spider-Mane explained. Suddenly, an idea popped into his head. He started to web his forehooves and covered them. He jumped up and punched Atrocity hard in the face in the blink of an eye, using his Hyper Senses to give him a small advantage over the symbiote clone.
"How'd you do that?" asked Rainbow, seeing Peter move as if he had super-speed. She flipped in the air, kicking Atrocity while she did so.
Peter landed safely on the ground, watching Sweetie Belle teleport across the small room in an effort to harm Atrocity. "Hyper Senses. My heightened senses as well my Spider-Sense can make me appear as if I'm moving fast, but it's really draining." he panted. "We gotta keep going..."
"Hm. This is quite the show." said Discord. The villains were watching Spider-Mane and his friends fight off Atrocity on a projection screen he made earlier.
Carnage laughed, "Heck yeah! They can't do anythin' to him!"
"What do you think, Discord?" asked Sloan.
The draconequss laughed, "Oh, I'll give it a little power boost. Thanks to the energy you gave me... With a snap of my fingers, I can do... This!" he snapped his fingers.
Norman looked at the leader, "That did what exactly?"
"It's similar to what I did with you, Osborn! I gave Atrocity over there a small fraction of my power thanks to the rifts in time and space. Now, things will be easier for us as well as more entertaining. Speaking of which..."
Discord looked at Serena and Sloan. "It's about time I sent you back to 2099. Atrocity will give you the power necessary to fulfill whatever you wanted to do. With Jackal gone you're running out of options."
"Thank you, Discord." said Serena.
"No. Thank you!"
The draconequss warped the two away, "Good riddance." he said.
"What's next for us, Discord?" Tirek wondered.
"I'm glad you asked!" he gave the centaur a gold star sticker. "Once this time-travel thing clears up, I'll invite the Trickster God here as well as introduce you to the mastermind of the other world. We're gonna be having more fun on the sidelines!"
As the Equestrian Liberators prepared their next move. Atrocity began to glow blue. "Uh... He didn't do that before..." Spider-Mane noticed. Seeing the monster get angry.
Suddenly, his Spider-Sense tingled, telling him to jump. The tentacles suddenly appeared next to him in a blue rift. "What's going on right now!?" he asked.
Sweetie hopped over more tendrils as they warped next to her as well. "Can Anti-Venom do this, Spidey?" she asked, kicking down the thigns attacking her.
"No! This is all new!"
Pinkamena grunted, "Great. Now this thing learned teleportation. As if it wasn't hard enough to hit!" she shouted, trying to slash down, but the creature warped away before she could deliver the blow.
Atrocity roared, the aura surrounding him growing bigger. Peter's eyes widened. "Everyone get close to me!" he ordered. The ponies did as they were told and huddled around Peter. He swiftly created a web-dome covering the five of them as a small explosion occurred. When he released the dome. He saw Atrocity was gone.
"What the hay happened to Atrocity?" Applejack wondered.
Rainbow shrugged. "Maybe he gave up?"
Suddenly, something hit Peter in the side of the head. When he opened his eyes he saw the symbiote's hologram tentacles appear in a blue rift before fading away. "No it didn't..." he whispered. More rifts began to open up, surprising the heroes.
"Parker!"
Miguel and the others ran to the room, "What the shock is going on?! Where's the Anti-Venom clone!? And what's with all the jam rifts opening up!"
"Atrocity... Is somehow breaking time apart!" Spider-Mane realized. "He just suddenly got a power boost and vanished!"
Tendrils attempted to hit Scarlet Spider, but he pushed himself and First Spider out of the way. "I can see that. What do we do!?" said Kaine loudly.
"Well, we got this Jackal here." Trixie added.
"First. We get back to the castle, then we'll take Jackal back to 2099 where we'll end this once and for all!" Spider-Mane explained.
"What about the rifts here?"
"As long as Atrocity is gone, we'll make sure that he doesn't come back here. You just make sure nopony gets caught in the crossfire." O'Hara explained. "We gotta get back to our timeline and explain the situation to the others."
Even more portals began to open up, "Quick! We gotta get out of here!" Sweetie ordered. Everypony nodded and began to sprint, where they'll figure out the next plan.