Spiders and Magic IV: The Fall of Spider-Mane

by Maximus_Reborn

Fall of an Empire, Part III

Chapter Nineteen "Fall of an Empire, Part III"

"I hope you realize that you're already dead," Trixie declared, alternating her widened gaze between Peter and Felicia while the mare explored the Treebrary while wearing an opened robe. The unicorn stared at the stallion, bewildered. "I knew you werefoolish, but I never took you as suicidal."

Peter exhaled, merely rolling onto his side on the sofa. "Yeah. I know."

Following yesterday's skirmish with Sonata, Felicia quickly made herself at home. She acquainted herself with Trixie and made the most of the available resources. Seeing as Felicia was just as high-maintenance as Trixie, it only made sense that both mares got along accordingly right off the bat. Peter avoided Black Cat's charm like the plague, all for the sake of his mental and physical wellbeing, both of which were compromised currently. Considering that Luna left out some details while talking with Twilight about Felicia's housing situation, the stallion would tread lightly until he could do so.

"When will you tell her?" Trixie questioned, as if sensing Peter's duress.

The stallion's ears lowered into his mane, echoing his building trepidation. "Tomorrow. I promise. I'm heading to Canterlot to see how everypony's doing. Hopefully, I'll be able to walk without a limp then. You know how Twilight worries." He placed a hoof over his bandaged ribs. "The last thing I want to do is stress Twilight out and give her a reason to come here before she recovers."

Trixie walked over to the sofa, standing over the stallion with a warm gaze and smile. "You're always taking her feelings into consideration. It's no wonder that Twilight won't shut up about you sometimes." She narrowed her gaze on the bandages wrapped tightly around his upper body before frowning. "You're right, though. If Twilight sees Felicia, I fear for your life. Sit tight. I'll go and see if Zecora can tend to your injuries."

However, before the unicorn could take her leave, a soft set of knocks were heard at the door. Felicia brazenly walked across the room and answered, smiling at the Princess of the Night standing outside. "Oh, my. If it isn't Luna. How are you?"

The alicorn was slow to respond, staring at Felicia with visible hesitation and bewilderment in her royal blue eyes. "I am… well, Felicia Hardy." The earth pony grinned, as if content with the response, and she retreated into the kitchen, all while swaying her hips seductively and stealing glances at the lone stallion in the room. Luna approached Peter with a furrowed brow. "I warned you yesterday. I can't put into words how doomed you are should Twilight catch wind of this." The alicorn sighed. "I'll never understand why my sister employed her."

Peter pulled himself into a sitting position, chuckling. "It's because Felicia's good at what she does, whether it's stealing artifacts or wearing skimpy outfits."

Luna frowned. "Good luck convincing Twilight of that."

Peter's complexion paled, but he steadied his unraveling nerve. "I'll find some way to tell her tomorrow. It's not like I had a choice. Felicia's homeless until the repairs to her condo are done. We have Sonata to thank for that."

Luna's eyes softened. "Speaking of which, we should be thankful. Based off the reports, it appears that Sonata went out of her way to empty every building before destroying them. It's the only reason there weren't any casualties yesterday." The alicorn's eyes narrowed into a glare. "I hate to do this, but we have another situation. Much like yesterday, there's somepony causing large amounts of destruction, but it's transpiring in Fillydelphia this time."

"Oh, great," Peter strained, pulling himself into an upright stance. "Which siren is it this time?"

Luna pursed her lips. "It's not a siren. That much I'm certain of. From what I gathered from the reports, it's a green pegasus wearing a purple tunic. He's strong, and has dispatched those around him with ease, and what's worse, he somehow has a following of nearly a dozen armed thestrals at his beck and call. I've had the guards evacuate the immediate area in fear for their wellbeing."

Peter raised an eyebrow. "Thestrals?"

Luna pursed her lips, pausing as if contemplating a response. "They are ponies that resemble bats to an extent. As you would say, they are… bat ponies."

Peter blinked as an awkward silence filled the air. "Well, that explains why you always get testy when I call you Batmare."

The alicorn shook her head, glancing off to the side. "When I was under Nightmare Moon's influence, I had corrupted several hundred members of the Royal Night Guard. Even after my sister banished me to the moon, some of the guards remained under that dark influence beyond cleansing. She had no choice but to banish them to the depths of Tartarus. It seems they manifested into demonic bat-like monstrosities over the course of the time spent under Nightmare's influence and under the negative energies of Tartarus. Whoever is attacking Fillydelphia must have connections to a being of great power if they are capable of freeing those banished to Tartarus."

"Discord…" Peter muttered, trailing off as a missed detail came to mind. The stallion blinked before his eyes widened. "Wait, you said this pegasus was green, right? With a purple tunic..." He forced a chuckle. "No way. It can't be…him. He bit the dust." The bottom of his stomach turned, and the doubt at the back of his mind swelled. Images of Venom's reemergence flashed through his vision, further fueling his paranoia. If the symbiote could return, then there was a chance that another shadow from his past could have done the same. Peter frowned. "I don't like it. I'm going to Fillydelphia right now."

Luna held out a hoof. "Wait. I'm coming with you this time."

"No, you're not. You're going back to Canterlot. You're needed there," Peter declared, managing to slide his costume on despite of his injuries. "I need you to watch over Twilight, Mayday, and the castle."

"I hate it when you compromise me, Peter. You're clearly wounded still," Luna huffed, her voice cracking into a whine.

Peter frowned. "I'm sore, but I can still fight. We don't know what Discord's planning, but if he's having cities attacked, we shouldn't risk leaving Canterlot exposed." He placed both hooves on the alicorn's shoulders and lowered until their gazes were inches apart. "I need you to protect my family in my place should something happen while I'm gone. You're the only one I can trust with this, Luna. Do this for me. Please."

Luna let out a defeated sigh. "Very well. I promise that I will watch over them with my life, but I still don't like that you are going alone in your condition." She leaned forward, rubbing the side of her head against the stallion's affectionately. "Make sure you come back to me."

After Luna vanished from sight in a burst of light, Felicia walked into the room garbed in her thief's attire and narrowed her eyes on the stallion. "Then let me join you instead."

Peter shook his head. "No, Felicia. Seeing as you're here, I want you to stay and watch over the Treebrary and Ponyville." He paused briefly, shooting a glance to the nearby unicorn currently engrossed in a book. "Oh, and I guess you can look after Trixie, too."

"Ingrate," Trixie blankly shot back, her gaze never leaving her book.

Black Cat smirked. "Ponyville? Playing favorites, are we?"

Peter shrugged. "Well, itismy home." He beamed her a smile. "Thanks."

As the stallion turned to leave, Felicia scoffed, folding her forelegs. "You don'tseriouslybelieve that I'm going to follow that request and let you leave alone? I'm coming with you whether you like it or not."

The stallion eyed the mask in his hooves before furrowing his brow at the mare. "Unlike Baltimare and Fillydelphia, Ponyville's relatively small, and it can be flattened in a few seconds. I'll need fast eyes to look over it." Felicia held a bemused glare, causing the stallion to chuckle nervously. "Come on, Felicia. Just do this for me, please? I'll do anything you ask of me later."

A seductive smirk played across the mare's lips. "Anything?"

Peter shot her a blank stare. "Almostanything."

Felicia scoffed, nodding before she leaped across the room to a nearby window. "Fine, but youowemebigfor this, Spider."

"That's what I'm afraid of," Peter added flatly before Felicia leaped out of the window, disappearing into the village. The stallion exhaled, tapping the buttons underneath his hoof. The cellar doors opened outside, allowing the Spider-Glider to take flight. As the mechanism neared the Treebrary, the stallion glanced about aimlessly, but he failed to locate his object of interest, furrowing his brow in response. Trixie left her seat, extending to Peter his trademark knapsack. He could only weakly grin. "You're doing what Twilight always does. I guess this means that you're my temporary wife."

"Cute," Trixie blankly replied, giving the stallion a stern expression. "I only share Twilight's concern for your wellbeing. Everything else is up for debate. Please be careful for our sakes."

Peter nodded, placing a hoof over Trixie's shoulder. "Careful is my middle name. Or is it Benjamin?"

The stallion's ears perked at the sound of the glider approaching. Turning to intercept the flying machine, Peter quickly paused upon spotting its unexpected passenger as the device floated in from a nearby window. A unicorn mare with bright orange fur sat atop the glider, brushing a hoof through her crimson and golden mane before waving as the glider came to a complete stop. Hopping down, she greeted the pair, with Peter and Trixie simply staring back with bewilderment.

"Wow. I'm glad I managed to catch you before you left!" the mare lightly declared, grinning.

Peter scratched the back of his head. "Sunset Shimmer? What are you doing here?"

Sunset smiled. "Twilight. She asked me to come help out. After what happened in Baltimare, she was worried and wanted me to come stay with you until this whole thing blows over."

Peter was slow to respond, but he simply shrugged, smiling afterward. "I was worried that Twilight was going to come here herself, but this works out for the best. If anypony can match magic with Twilight, it's you." Peter removed his mask, tossing it to Trixie before hopping onto the glider. "Alright, Trixie. We'll be back." He extended a hoof to Sunset, helping the mare to a standing position. "You may want to hang on tight."

Sunset wrapped her hooves around the stallion's waist from behind, resting the side of her head against the back of his shoulders. "I'll be fine. Just don't crash this thing." The engines revved before the glider took flight, soaring through the clouds at full speed before their image faded into the horizon from Ponyville.

---

On the outskirts of Fillydelphia, Peter and Sunset soared into the city while maintaining high altitude. As they traveled to the heart of the city, dozens of its inhabitants were retreating away from the spreading chaos. Peter narrowed his gaze at the clouds of smoke rising in the distance, deducing that the source of the looming danger had to be there. Leaning forward, the stallion's glider dropped altitude as it reached a bridge over the street.

Several traces of fire were spread across the area, over various amounts of wreckage. Many carriages were toppled over onto their sides while others had been reduced to broken shards of wood and burning ashes. Suddenly, a pack of thestrals swarmed the pair from every angle. Each pony bore dark fur, fangs, and bat-like wings as well as armor.

Peter swayed the glider underneath a lunge attempt from the nearest thestral, prompting Sunset to aim her glowing horn at the pony's exposed underbelly and fire a magical beam before it could respond. The shot sent the winged stallion careening into one of its cohorts, and both individuals landed roughly on the ground in a heap. Faster than anypony could react, one of the thestrals latched itself to the underside of the glider, prying one of the hatches free with its fangs before ripping several circuits and wires out of place. The glider's engine sputtered as smoke escaped from the exhaust pipe.

Peter staggered as the flying mechanism fell into a nosedive, quickly regaining his balance as Sunset tightened her hold on his waist. The pair sped towards the concrete waiting below, but the stallion managed to pull up at the last moment, allowing the glider's underside to skid across the ground. They eventually slowed to a rough halt, with the glider tearing into the concrete. Sunset hopped to the side as thestrals neared, leaning into a defensive stance while Peter turned to face their attackers with a furrowed brow.

All of the winged ponies held their place in midair above the pair, never averting their gazes from their targets. They instinctively parted ways, allowing one in particular to hover closer to Peter and Sunset's position. The stallion's bright hazel irises widened once the winged silhouette's image cleared, his heart stopping upon remembering the individual's green body and purple tunic. The Green Goblin's cackling echoed across the airwaves, filling Peter's mind with despair.

"Osborn!" Peter cried out, his mind screaming in disbelief. "So itisyou."

Sunset's ears perked at the words that escaped from her friend's mouth. The mare's expression shifted from disbelief to shock almost instantly, evident by her widening gaze and hanging jaw. "The Green Goblin…"

Norman cackled mischievously, sliding a hoof into his saddlebag. "Hello, Parker and Sunset." His expression darkened, matched only by the gleam in his cold yellow eyes. "...and goodbye!"

The Green Goblin retrieved a round, orange metallic ball from his bag before hurling it towards the ponies. The center of Peter's cranium throbbed violently, forcing the stallion to push Sunset several hoof-lengths away from him. Suddenly, he shot a strand of webbing onto the damaged glider and pulled it into his waiting hooves, raising the object as a makeshift shield. The ball detonated upon colliding with the glider, triggering a massive, fiery explosion.

The force of the impact generated a shockwave, disintegrating the glider and launching Peter over the bridge before he pinwheeled into the streets below. The stallion eventually came to a stop, slamming into a carriage with enough force to knock it onto its side. The stallions toting the vehicle were whipped back, landing roughly to the side. The mare inside staggered out of the vehicle with a limp, prompting one of the carriers to assist her away from the scene. Peter was left in a heap, imbedded in the carriage.

Goblin motioned a hoof to the thestrals before pointing towards the wreckage. "Finish him off!" He turned to face Sunset Shimmer with a wicked grin as his colleagues flew towards Peter's direction below. "This one'smine."

Osborn took flight, tossing several bombs at the mare, and they detonated upon striking the ground. An inferno engulfed the entire vicinity, leaving Shimmer's image to fade away in the blaze. The fires soon dissipated as a gust of wind blew by. Goblin landed where Sunset previously stood, furrowing his gaze at the remaining ashes left in the bombs' wake.

However, before Osborn could react, a bolt of magic soared from below the bridge, striking the side of his face. Sunset stood at street level, firing several more shots before retreating into an alleyway. The Goblin staggered back, rubbing a hoof over the sore spot on his jaw. With a snarl, Osborn spotted Sunset galloping into a nearby street and took flight, pursuing the unicorn.

Meanwhile, the thestrals surrounded the carriage with specialized crossbows in hoof aimed and ready, firing upon the stationary vehicle. Peter burst from the carriage's underside, sprinting out of harm's way before any of the projectiles could find their target. The thestrals followed the stallion, never ceasing their fire, and Spider-Mane continued to outmaneuver the array of arrows, even as he sprinted along the side of the building wall without losing momentum. Peter flipped high into the air with his hooves extended, unleashing several strands of webbing onto many of the crossbows.

Arrows were stuck fast into the weapons, rendering them useless. One of the thestrals flew towards the stallion while he was still in midair, only to be swatted by a vicious spin kick once they were within range. Peter swiftly followed by latching a strand of webbing onto the pony's armored chestplate, never relinquishing the gossamer while he swung the winged individual about like a battering ram into those that remained airborne. The last remaining trio of thestrals landed behind the stallion, aiming their crossbows at his back.

Peter released the strand, managing to send his captured foe into one of the armed thestrals with a crunch. He swayed to the side of the piercing projectiles before sprinting towards the remaining two, all while continuously moving to dodge their fire. Once within range, Peter spun with an overhead kick and drove the thestral's face into the ground with the back of his leg.

Faster than the last archer could react, Spider-Mane flipped high into the air and grabbed hold of his attacker's head before shifting his momentum, hurling the winged pony into a wall. Analyzing his surroundings, Peter nodded at every unconscious thestral and ran off to join Sunset.

Elsewhere, the Green Goblin walked through a bustling street, ignoring the dozens of ponies that were retreating past him. He glanced to the side at a stationary carriage, staring intently at a shadow perched behind it. Norman reached into his saddlebag, retrieving a bomb before rolling it across the street. The weapon stopped at the carriage's wheel, detonating after a brief pause, and the vehicle was engulfed in flames. Goblin watched with a dissatisfied expression as no response was offered.

Suddenly, Sunset Shimmer materialized behind the Green Goblin, using her magic to trap the pegasus within a bubble shield. However, Norman cackled a response, howling as he slammed his hooves into the barrier. The defense shattered, staggering Sunset, but as Osborn stomped towards the mare, she fired a magical beam into Goblin's shoulder, sending an electrical current through his hoof. Shimmer retreated once more, running down the busy street. The Green Goblin slammed a hoof into the ground, breaking the concrete. He snarled once the feeling came back into his limb, walking after the mare with malicious intent.

Shimmer waved off the citizens, directing them away from the area. "Get out of the way! It's not safe here! Everypony, run—!" she exclaimed, unable to react as a bomb detonated mere hoof lengths behind her.

Shrapnel from the blast imbedded into her shoulder, and the shockwave from the explosion sent Shimmer flying into a carriage. Sunset crawled across the street, clutching at the wound in her shoulder until she leaned against the nearest wall. Blood dripped onto the concrete, staining Shimmer's perfect fur. She alternated her gaze about wildly as she struggled to settle her rapid breathing. Goblin landed on top of the nearest carriage, cackling maniacally while he reached for another bomb, and Sunset turned in his direction, slamming her eyes shut instinctively as she waited for the inevitable final blow.

However, Peter swung across the street on a strand of webbing, delivering a soaring kick into the Goblin's side. Norman was launched from the carriage, dropping his bomb, but he took flight before he could hit the ground, tackling Spider-Mane out of midair. The pegasus rammed the unicorn into the nearest stone wall, sending tremors coursing through the building with enough potency to shatter every window. Norman punched Peter's already damaged side, causing him to yell out in pain.

As he readied to follow up, Spider-Mane slammed his foreleg into Osborn's jaw before unleashing a wad of webbing into his face. Peter rolled to the side, maintaining his grip on the wall, and delivered a spin kick. The Green Goblin flapped his wings to cease his momentum, charging back towards the stallion at the first opportunity. The pegasus managed to grab hold of Spider-Mane's hoof before ascending to great heights high above the buildings.

However, Peter fought free from his hold, using one hoof to grab the Goblin's collar while he positioned himself over his chest. As Osborn attempted to break free, Spider-Mane delivered mounted punches, each blow more powerful than the last. Eventually, both ponies yielded to the might of gravity, and they plummeted into a carriage, causing the vehicle to implode under the impact. A dust cloud rose from the impact, causing a wave of fragments to fill the streets. Peter and Osborn climbed from the wreckage, each hobbled in their own way, but they glared intently at each other as only sworn enemies could, neither faltering.

Suddenly, Discord materialized into existence between the two, clapping with a grin. "Wow! That was quite intense! I'm glad that I had a front row seat for that showdown!" The draconequus gave the pegasus a glance, waving his paw dismissively. "You've done quite well, Norman. That's enough for now."

Osborn alternated his gaze between Discord and Peter, replying with a nod and grin. "Fine." The Green Goblin cackled wildly, pointing a hoof at the stallion. "This is only the beginning, Parker! By the end of this, youwillfall!"

Discord chuckled and waved a glowing talon, causing the pegasus to fade from sight in a burst of light. The draconequus held his crimson gaze on Peter for what felt like an eternity before stealing a glance at the mare leaning against the wall. "You have questions, but now's not a good time. I think it's best you help Sunset Shimmer. She's bleeding quite a lot." His form materialized out of existence, though not before the draconequus laughed lightly. "You're doing great, my friend! Keep it up!"

Peter scowled, clutching at the wound over his chest, but he ignored his pain, rushing towards Sunset Shimmer's side. "Hey! You okay?"

Sunset managed a weak smile. "I'm fine. We're used to this, right?" She winced, biting down on her lip. "I'm sorry I couldn't help you at the end."

Peter waved his hoof dismissively. "You helped out plenty. Don't put yourself down. Goblin's gone for now, so mission accomplished." He stared intently at the gash on the mare's shoulder. "What about you? You're hurt pretty badly."

Sunset shook her head, scoffing. "It's nothing. I was just clumsy. It's just cuts and blood loss. I'll be fine in a couple days."

Peter nodded, scooping the mare into his hooves bridal style. "Then let's get you to the Treebrary. Zecora should be there by now. She can help patch you up." The stallion chuckled weakly. "It's a long walk back. Mayday's gonna kill me for getting the Spider-Glider destroyed."

"I can teleport us to Ponyville," Sunset declared in between her shallow breathing. "Just give me a minute to concentrate. My magic's not as potent as Twilight's, but I can still get it done in my own way."

Peter's eyes softened. "Okay. Just don't strain yourself."

Sunset chuckled. "Don't worry, I've got this." Sunset's horn gave off a brilliant aqua glow for several long moments before both ponies vanished in an intense flash of aqua light.

---

Deep within Tartarus, Aria sat by Sonata's bedside with a concerned expression. "Come on, Sonata."

Sonata turned onto her side, avoiding Aria's gaze. "We shouldn't be doing this."

Aria narrowed her gaze, frowning. "I don't like it either, but what choice do we have?" Sonata offered no response, keeping her back turned to the mare. Aria exhaled, standing before kicking her chair to the side. "Fine! Be that way. I don't plan on coming this far just to fail again."

"But at what cost?" Sonata asked, rolling back to face the other mare. "We're sirens. We've made others hate and even hurt one another in order to feed, but… to go so far as to get somepony killed?" the mare's eyes softened. "I don't know how I feel about that. Peter's our friend, and the only thing he's done is help us and protect his family. Now we just kill him to get what we want? I can't do this."

Aria growled under her breath. "Like I said,Idon't like it either, but we can't forget that Adagio is our friend, too. We're doing this forallof us." Aria sighed, walking up to the bed and taking a seat next to the other mare. "Look, I don't wanna kill Peter, either. In fact, I don't even wannahurthim, but he's standing in the way of our job. We made an arrangement. We have to see it through." She narrowed her gaze while standing from her seat. "Do you understand?"

Sonata responded by simply pulling her bedsheet over her head. "No," she trailed off, sniffling, "...and I don't want to."

Aria rolled her eyes in exasperation. "Whatever." She turned and began to walk away. "You can just lay there and feel sorry for yourself then. I don't care anymore."

The mare marched out of the bedroom in a huff before hesitantly looking back once the telltale sounds of crying reached her ears. Closing her eyes, she tilted her head to the side and let out a deep sigh. Turning back around, she approached the bedroom door.

However, before she could hope to enter, Discord materialized into existence before her. "Everything's right on schedule! You're up next, Aria! Set your sights on Manehattan and leave first thing in the morning."

Aria paused, staring off into nowhere for several seconds before eventually nodding. Offering no further response, she simply turned and trotted away. "Right."

To be continued...