The Adventures of Spider-Man Season 1

by KrisstheScot

Episode 16 - Meanwhile... AT THE LEGION OF DOOM! Part 1

Episode 16 - Meanwhile… AT THE LEGION OF DOOM! Part 1

The Everfree Forest had built up quite the reputation. For centuries, it had been declared an unsafe region by decree of Princess Celestia. Only the stupid or the stupidly brave would enter its forbidden and unknown passages. Starlight Glimmer was none of the above. Her driving force was bitterness and rage, and her end goal was revenge. For hours she had been pushing forward through the mist, minding to keep her distance from the dangerous creatures that lay within. The forest was off limits for a reason.

“Ridiculous! This whole place should have been burned to the ground long ago. Yet the great Princess Celestia in her ‘infinite wisdom’ made it a restricted zone because of all the creatures that live here. Mutated scum, the lot of them. Not worth the air they breathe!”

A loud screech pulsated through the forest, as if to spite Starlight’s mindset of its denizens. She muttered under her breath, cursing the vile creatures she knew now surrounded her. She knew that she would have to find shelter soon, lest she fall victim. Despite the dangers, many unfortunate explorers had travelled inside to prove a point and never came back. She did not intend to join their numbers.

She would still have to remain vigilant. One wrong move and she would be another soul lost to the Everfree Forest, which was not a pleasant fate. And as she passed through a nearby trail, she was shown why. Laid up against one of the trees was a pile of bones, picked clean long ago. What horrified Starlight the most was that these were humanoid bones, a sign of things to come if she was unable to find a safe place.

“I have to get out of here soon, lest I end up as another bag of bones in this place!”

Pushing on through the thick leaves, Starlight came out to a clearing, a rather rickety wooden bridge just ahead. And further beyond, the prize she had been seeking. As the moonlight broke through the clouds, its rays illuminated a desolate structure long since abandoned. Many sections had long fallen to ruin, but that mattered little to Starlight. It would serve her mission well enough.

“Finally… The lost castle of the Two Sisters. The perfect spot to put my plan into effect. And practically on the doorstep of Princess Twilight’s home. How poetic.”

Rather than take the risk of crossing the obviously dangerous bridge, Starlight imbued herself her own magical aura, her feet leaving the soil beneath her feet as she levitated in place. With one motion, she began to move forward across the gorge that separated the castle from the rest of the forest. Once on the other side, the aura dissipated as Starlight touched down.

“Nothing should be able to get across now. But, just to be sure…”

With a flick of her wrist, the bridge that had stayed strong for centuries shattered into pieces, falling into the canyon below. If anyone or anything wished to follow her, they would need a set of wings to do so. Moving towards the castle, Starlight noticed that the large wooden doors were largely intact, save for a rather sizable hole blown into them that gave her ease of access inside. The first thing she spotted was the large hallway illuminated by the moonlight.

“This must be the main hallway. Such an incredible piece of architecture. After all this time, and despite the damage, it’s still relatively standing. I can’t imagine what this place was like back in ancient Equestria, with all the hustle and bustle of a young nation. How far it’s all fallen.”

Multiple corridors veered off from the main hallway, all of which were incredibly dark, the candlelight long since burnt out. Fortunately, Starlight had her magic close to hand, and was able to light her way rather easily. Deciding to just explore for now, she chose one of the corridors and started walking, her emerald hue illuminating the way. Further down the corridor, she noticed the moonlight peaking through once again and pushed forward to investigate.

The room Starlight found herself in was cavernous, rotting banners at either side emblazoned with the sun and moon of the Alicorn sisters. Chunks of the ceiling had fallen away, as did many parts of the walls. No matter the structure, it could not compete with the passage of time. The most eye-catching part of the room however were the two thrones that sat at the top of the stairs, each with a banner sitting atop them.

What was most interesting to Starlight was that one of the thrones had been totally destroyed, which happened to be the one with the moon banner above it. However, the other for the most part had been left intact, though still not invincible to the march of time, as chunks of it had fallen away as the wooden frame rotted. With the sun banner above this one, it was clear this was Celestia’s throne.

“How ironic…”

Opening her satchel, Starlight began to retrieve several items from it. The first few things she definitely needed - food. It had been hours since she had passed into the boundaries of the forest to search for the castle, and she had done little resting since. Now that she had shelter from the creatures that called the area home, she could take stock of the situation.

Next was a map of Equestria. Across its surface were scrawls of text from her travels, trying to pinpoint the location of the castle as well as the residency of Princess Twilight. Starlight found it ironic just how close the two were. A few miscellaneous supplies were next, extra clothing, some books and sanitary products. Although it wasn’t like she had an active shower to make use of. Lastly came the most important item - a scroll she had been able to acquire from Canterlot, though with great difficulty.

"Getting past their security was no easy feat. Had to make sure not to arouse suspicion, lest the most powerful being show up and execute me for even attempting to take this. But it was worth the risk.”

Opening the scroll, Starlight began to memorise its contents, closely examining every word inked into the cloth. The ancient language of Equestria was not easy to learn and decipher, but being able to do so opened up endless possibilities, such as the one Starlight coveted - Time Travel. In her mind, access to such an ability would be the key to solving all her problems. However, there was a small issue with what she had in mind.

“A common byproduct of the changing of past events is the creation of a brand new timeline where these changes would take hold. The original timeline would remain intact, unaffected by any changes. Damn it all! The whole point was to make it so Twilight and her friends never visited my town. Or better yet… if they never existed at all."

Months of anger came flooding back to her, causing her to grab an old chair and throw it with all her might. Despite its weight, it fell to pieces upon hitting the wall, centuries of rot making it brittle and weak. It did nothing to sate Starlight's anger however.

“I was the master of my own kingdom… MINE! and then SHE showed up. Little miss perfect princess in training. She robbed me of everything. I would give ANYTHING to do the same to her.”

Once the words came out of her mouth, an idea began to form inside Starlight's head. One that was, for all intents and purposes, a very dark idea. She could have everything she ever wanted, but a few things would have to change to accommodate such a scenario. Namely the removal of anyone that could stand in her way. The only question was how to do it.

“I need something to even the odds. If I try to take on any of the princesses then I'm as good as dead. Even Twilight as young as she is has been more than capable. Wait…”

Scrambling through the pile of books, there was one in particular that she needed. While the title had for the most part faded, part of it still mentioned artefacts. The cover had multiple scratches while the pages had long since separated from the spine. But the condition mattered little to Starlight. All she needed was information, and it didn't take her long to find what she needed.

“The Alicorn Amulet! An artefact capable of granting its wearer the magical potential of the Alicorns themselves. Perfect!”

This was all the information that was available on the amulet, as the rest of the page had faded away. With a closer look however, Starlight could see that the other words had been scribbled out, likely done when the ink was still fresh on the page. Yet this only confused her. Why score out information relevant to such a powerful item? But after a few moments, she pushed the question out of her head. The only thing she wanted to know now was how to find it.

Once more, the limited information in the book was of no help to her, as the amulet’s last known location was a tomb in ancient Equestria. Given how long ago the book was written, the amulet would have likely changed location dozens of times throughout the centuries. If it was still in its original location then she could procure it easily, but it wasn't like she could go back in time and get it.

“Of course! I can just travel back and take the amulet from its point of origin! And if the scroll is correct, taking it will have no implications on this timeline.Though having two amulets in the same timeline might cause some issues. Guess I’ll just find out about the consequences later. I just have to figure out the spell first.”

Despite being a skilled magic user in her own right, even Starlight herself knew that time travel wasn’t an easy spell to master. There was a reason there weren't dozens of sorcerers messing around with time - only the most skilled or powerful individuals were capable of such an accomplishment. But nothing would stop her from accomplishing her goal.

As she began to cast the incantation, Starlight could feel her body shake. The immense amount of magical energy to even set up the spell was draining her fast. If she couldn’t pull it off without the amulet, then her plan was finished. Even with all the pain, she pushed herself to persist. She had to do this to get back what was hers. What began to worry her was the wet feeling she had near her top lip. Using her tongue, she got a taste of the mystery liquid and recognised the iron tinge to it. Blood.

“This spell really is taking everything out of me. I have to finish this now!”

More blood began to flow out of Starlight's nose, and was now beginning to flow from her ears as well. If she didn't know any better, it felt like the spell was killing her as she gave more energy to it. Her vision even started to black out, but she refused to give up now, fueled by her singular hatred for Twilight. With what little strength she had left, she forced herself to stay conscious. A rush of power coursed through her, her tattoos now glowing an emerald green. The spell was complete.

"That took more than expected. But at last… the power of time travel in my hands! Let's see how this works."

Now surrounding Starlight were dozens of green orbs. Peering into the orb closest to her, she could make out a familiar image. It was her little town, unchanged from what she could gather. But one thing in particular stood out to her. And it just so happened to be the reasoning for her entire venture.

“Twilight Sparkle…”

However, this Twilight appeared different from the one she had met. All colour had left her features, and any glint of happiness or hope in her eyes was long gone. She had been beaten.

“This must be one of the possible futures. And it would appear that Twilight’s attempts to undermine me failed in this one. Serves her right!”

Each viewpoint seemed to be a window into its own timeline, showing endless possibilities for Equestrias past, present and future. From the corner of her eye, Starlight caught one future in particular. In it, she found an older version of herself - happy. She was unable to see the cause of such happiness, but she could tell it was genuine. It was an odd sensation. She wanted to feel that happy, but was also spiteful of her other self at the same time.

"Keep your happiness. Maybe in another life, things would have been different for me. But this is my life, and I have to make the most of it.”

With a tear flowing from her eye, Starlight turned her attention away from that future, and towards the one she now sought. Looking through more of the viewpoints, she finally noticed the one that would get her what she wanted. The image she saw was of a group of people standing around some kind of object. It took a few moments for Starlight to make out that it was the Alicorn Amulet, freshly created as it gleamed in the torchlight. What happened next would shock her.

Everyone in the group raised their arms towards the Amulet, their magical tattoos showing just at the sleeve of their cloaks. All of them were of the Unicorn Clan. Each of their hands began to glow a different shaded aura for a few moments until changing into the same dark crimson. This new aura was then shot at the Amulet, causing its surface to share the same shade. The Unicorns continued to channel their magic into the Amulet, but the silence was quickly broken as they began to cry out in agony.

One of them dropped to the floor, their hood slipping down to reveal a drained husk. Another joined shortly after, and more after that, as they each continued to fill the amulet with their magic. Eventually, the room was filled with corpses, as each Unicorn Clan participant was drained of not just their magic, but their life force too. Starlight was horrified, yet intrigued, by this discovery.

“The Amulet is a conduit for their magic! Dozens of Unicorns just to equate to one Alicorn. And they died for it. I guess not everyone was going to sit back and let the Princesses just take over. Well, it’s time to finish what they started!”

The only question now was how to get to the Amulet. Did she just step through the viewpoint like a portal? In her mind it couldn’t be that easy. Yet her curiosity got the better of her, pushing her hand up against the almost mirror-like surface, surprised to see it bend and give way to her advance. Pushing further, she stepped halfway through, finding herself in the same chamber she had just observed. All around her lay the bodies of the Unicorns that had given up their lives, their faces lifeless and already rotting. And right in front of her, was the prize she sought, the Alicorn Amulet.

Stepping completely though the viewpoint, Starlight reached out to take her prize. Only to be caught off guard as a blast of magic knocked her on her back. A cloaked figure stood before her, his features just peeking out from his dark hood. His cheeks were sunken in and his teeth peaked out from the gums significantly.

“Intruder! How dare you set foot on this hallowed ground! Are you an agent of the False Gods, coming to steal away our greatest weapon?! I have given up too much to have the Amulet stolen away!”

The cloaked man advanced forward with his hand raised, flanked by several others, all prepared to attack Starlight should she make a wrong move. Before they could get any closer, all were encompassed in a greenish hue, being lifted from the ground as they struggled to break free. But none were strong enough to resist Starlight's magic.

“Your weapon will never be used! You’ll be found before you can make use of it. The next millennium will be ruled by the Alicorn sisters! But… Their rule can end in the future. I can end it! I just need the power to do so! In my hands, the Amulet will be more than enough. As you can see, I’m already powerful without it. But with it…”

The aura trapping the rebels faded and dispersed, all in awe of Starlight's sheer talent. Before they could even attempt to ask any questions, the top of the room began to shake. From the entryway into the chamber, fighting could be heard from the stairs leading up. The disciplined shouts of soldiers rang down, signalling that the rebels had been found. Knowing that her time was short, Starlight made her move.

“You’ve been found out! Once those soldiers get down here, they’ll take the Amulet and lock it away! Any chance you have to remove the Princesses will be lost. But if you give me the amulet, I can finish what you started! Not in this time, but in another.”

The rebels looked at each other, the panic clear in their eyes as they struggled to make a decision. However, the increasing volume of violence above them began to push a decision. The disfigured cultist, who must have been some kind of figurehead, removed the Amulet from its pedestal, passing it to Starlight, his dead eyes peering into her own.

“Destroy the False Gods! Free our nation! Down with Celestia and Luna!”

Making their last stand, the remaining Rebels turned to the stairway to face the incoming soldiers. Screams could be heard as they advanced, several bodies came tumbling from the stairs, bloodied and missing limbs. Finally, several soldiers made their way into the hidden chamber, their weapons covered in blood. Seeing that things were getting out of control, Starlight turned to make her escape. However, the soldiers were quick to notice her attempt to leave.

“Halt! By order of the Princesses Celestia and Luna, you are all accused of treason! Any attempt to resist will be met with force! Now hand over the weapon!”

The warning fell on deaf ears as Starlight was already halfway through the portal, a devious grin being the last thing the soldiers saw of her. “Your precious Princesses will have their judgement day… Very soon…”

The remaining Rebels charged the Royal soldiers, blocking any chance of reaching Starlight as she crossed the green veil and disappeared, the portal closing as she faded from view. She quickly found herself back in the Castle of the Two Sisters, a feeling of nausea falling over her. It appeared that her speedy return was a less pleasant experience than arriving. With some effort, she was able to hold back the desire to vomit. But it was all worth it. She had what she needed.

“I have it… The legendary Alicorn Amulet… I HAVE IT!”

The red tint of the Amulet hummed, creating a hue of light that illuminated the dark chamber. Even with it just sitting in her palms, she could already feel the incredible energy that resided inside. It was almost calling to her in a way, pushing her to place it around her neck and accept its power. Without hesitation, she clasped it on. Within seconds, a rush of energy flowed through her body, every fiber of her being felt energised beyond what she thought capable.

“Such power! It would seem that the legends weren’t lying. I feel like I can do anything now! With this, travelling between timelines should be child’s play! Now, it’s time to begin.”

Looking over the scroll once more, Starlight again began to follow the incantation, only this time the process was far easier to accomplish as the power of the Alicorn Amulet fueled her every action. What was once a struggle now felt natural to her. After a few moments, the spell was complete, allowing Starlight to once again see across time. Only now there were many more spheres surrounding her, given that her increased power made the spell easier to conjure. The spheres began to open up once again, casting a view into which Starlight could see the various timelines. She began to scan through each viewpoint, carefully trying to pick out only a few timelines that she would require.

"The only way I'll stand a chance is to summon allies from other timelines, those who are capable of standing up to the Princesses. Though the only beings able to do that are pure evil. But I’ve no other options. Together, they may even win.
Hmm, the ruling monarchs would be taken out in one fell swoop. Such a treasonous thought… But I would have my revenge against Twilight and her meddlesome friends. Now, who to find first? Perhaps the Lunar Goddess’s darker half? That would definitely throw Celestia off her game.”

Flicking through the viewpoints, Starlight kept a close eye on the timeline she needed - One where the Infamous Nightmare Moon resided. But it couldn’t be just any Nightmare Moon. No, it had to be one capable of standing up to the present day Celestia and Luna. Fortunately, Starlight found what she needed. The viewpoint now in front of her began to show the history of this Equestria, showing a triumphant Nightmare Moon standing over the corpse of a younger looking Princess Celestia.

As things went forward, Starlight noticed that the sun never rose again after that day. Not a hint of daylight with each second that passed. More images showed other races from around the world, only what remained of them. With no more sun, the likes of the Griffons and Yaks were pushed to extinction, unable to survive in the Eternal Night. The last image showed Nightmare Moon, still atop her throne a millennium later, her kingdom under her watchful eye. Forever dark. She was just what Starlight needed.

“Perfect! An older Nightmare Moon can surely stand up to Celestia! Now, who else? I can account for Celestia and Twilight, but I still have two Alicorns to keep occupied. Not to mention the Elements of Harmony! I need more!”

With a wave of her hand, Starlight pushed the viewpoint to one side, knowing she would be coming back to it later. But she would need more reinforcements to stand up to all of Equestrias defenders.

“I could bring another Discord, but he was always more of a court jester. He’d never be convinced to kill. There’s also the risk of having two of him here. I don’t even want to think what kind of damage they could do to the fabric of this reality. Then who else? Of course… The former king of the Crystal Empire, Sombra! He was said to have been very powerful in his time.”

Once more, Starlight flicked through the viewpoints around here until one caught her attention. This time was particularly more difficult, as many of the timelines that focused on Sombra ultimately ended in defeat. It was beginning to look hopeless the further Starlight looked, timeline after timeline giving her nothing to work with. Each time, Sombra faced defeat at the hands of Celestia and Luna, the Element Bearers or some other hero of Equestria.

“There has to be something! He surely can’t lose in every eventuality, right? Just give me something!”

A few more minutes of looking, and Starlight was prepared to give up. That was until she noticed something in the corner of her eye. One viewpoint in particular. Drawing it towards herself, she could see the image of Sombra as he held the bodies of a young Celestia and Luna aloft, both bloodied and broken. The piercing red in Sombras eyes seemed to stare back at Starlight, almost as if he could see her. As the flow of time rushed forward, images showed Sombras conquest of not just Equestria, but the lands beyond. Piles of bodies lay at the feet of the king of the Crystal Empire as his army marched forward, unopposed.

“Perfect! He’s just what I need! If he can deal with Celestia or Luna, or both, then crushing the others will become much easier. Fortunately, I won’t have to look very far for the other candidates. This timeline will give me exactly what I need. I already have a Goddess and a King. All I need is a Lord and a Queen…”

THE CHANGELING KINGDOM

Out beyond the wastelands of Equestria lay the domain of the Changelings, a race constantly at odds with those further in the mainland. Even setting foot in this region put Starlight in massive danger. She knew that once her presence was known, hordes of Changelings would pursue her. For now, she would have to rely on stealth to get inside their hive and find the Queen.

“Once Queen Chrysalis hears my offer, she should call off her goons. I just have to get in there.”

Getting inside unnoticed would be more difficult than Starlight anticipated. Even from this distance the distinct sound of buzzing was almost making the ground shake beneath her feet. The more she walked, the more vibrant the sound became, until she eventually stood in the shadow of the Changeling Hive. The Hive was very much a representation of the Changelings themselves, as its outer walls were vacant of colour or distinct features.

But they were still high walls, not so easily scaled. And anyone that attempted such a hasty tactic would be met with swift action from the locals. Anyone except for Starlight that is. Having possession of the Alicorn Amulet trivialised any spell she wanted to use, which included invisibility. With this ability, Starlight figured she could walk right into Queen Chrysalis’ throne room unopposed. Though she would still have to keep her wits about her in case she made herself aware.

“One slip up and they’ll devour me completely. I’ll have to watch my step the entire way!”

Starlight also found out rather quickly that navigating the inside of the Changeling Hive wasn’t as easy as she had hoped. It matched the exterior a little too much, with no discernible patterns in which corridor led to where in the Hive. It would appear that Starlight would have to go through a process of trial and error until she could find the throne room.

“Why does everything have to look the same? These Changelings have no creative spark at all, do they?”

Each new hallway she ventured down led somewhere that wasn’t where she needed. One ended at what looked to be some kind of social area (or as about as social as Changelings could get). Another came to what appeared to be a feeding hall. Starlight took note about what the Changelings were snacking on - what appeared to be some kind of grey slop. And none of them seemed to enjoy it. From what she could gather, this was all they had in terms of eating supplies.

“No wonder they prefer feeding off the raw emotional energy of other creatures. Anything is better than whatever they have now.”

Returning to her exploration, Starlight discovered more and more about how the Changelings operated. A group of them were going through training exercises against dummy Equestrian soldiers, and sparred against each other while assuming the form of Royal Guards. While militaristic to some degree, there was definitely a sense of comradery shared between them. After all, they were pretty much family. and all of them answered to their Queen.

Speaking of which. As she turned a corner, Starlight came across a gigantic set of double doors. It was the only section of the hive so far that she had seen that had been closed off by a door. It looked like the entrance to the throne room. But there was one major problem.

That problem was the two guards standing outside the throne room, pacing back and forth, armed with spears. No amount of invisibility was going to help her avoid them if she attempted to walk through the door. It would be a sure giveaway that something suspicious was occurring. The only thing she could try now was the direct approach. Allowing the spell to cancel out, she began to become visible again, catching the attention of the guards who immediately readied their spears.

“Wait, wait, wait! My name is Starlight Glimmer. I seek an audience with the Queen. I have a proposition that she might find… intriguing.”

The Changeling guards did not move from their position, acknowledging Starlight as a potential threat. Given she was clearly not a Changeling, she was immediately considered an outsider. But she had neither the time nor the patience for roadblocks. With a wave of her hand, both guards were pushed aside, while the throne room doors opened. As she entered, Starlight was greeted by an almost deafening buzzing sound. And she quickly found the source. Hundreds of Changelings lay waiting inside, most of them surrounding the figure at the top of the throne. The Queen of the Changelings - Chrysalis.

“It takes a rather brave individual to waltz into my kingdom. An even bolder one still to enter my throne room unannounced… And uninvited! State your business now, Equestrian, or become my next meal!”

On any other day, Starlight would be absolutely terrified to stand where she stood now. Without the Amulet, it would have been total suicide. But with it, she was more than capable of getting out of here should things go awry. However, she had no intention of leaving empty handed.

“Your Majesty. You might not believe this, but we have something in common. We were both on the cusp of getting everything we ever wanted, only to be stopped by those that possess the Elements of Harmony. We both had grand visions for ourselves and our people, and they were taken away. I’ve come here today to propose an alliance, one that would benefit us both, and see the future of Equestria no longer be dictated by the Royal Sisters.”

Aside from the deafening buzzing, there was complete silence from the Changeling Queen as she contemplated this request.

“An Equestria without the Princesses would be easy pickings for my Changelings. No longer will we be held at the edge of survival, grasping for scraps. Yet I have to wonder the reason for this treachery. Should your little endeavour be successful, everyone in Equestria will be under my thrall. Why commit to such a plan?”

“I had everything. My own kingdom, people that were my own. And there I ruled. Then Twilight Sparkle came and ruined it all! She and her precious friends ended my rule, robbed me of everything I had worked for. I just want to return the favour.”

The crimson glow of the Alicorn Amulet caught the attention of Chrysalis, who had already taken note of the pure hatred Starlight had towards Twilight, a name she was all too familiar with, and brought sour memories of defeat with it.

“I am familiar with Twilight Sparkle and her cohorts. They do seem to have a habit of interfering where they shouldn't have been to begin with. What I do not understand is one of their own wishing to turn on them. You may have your reasons, but trusting you is another matter. For all I know this is a simple charade to drop my guard while my defences are down and my kingdom is invaded. What guarantee can you give me?"

So far so good. Starlight had gotten much further than what she anticipated, but now there was the issue of proving herself as a trustworthy ally. "What would you ask?"

"Hmmm. Lets see just how committed you are to this little plan of yours. If your conviction to betray your own race is true, then you must prove it to me. Bring me a morsel to snack on and we may yet have an alliance. But don’t keep me waiting.”

As Starlight left the throne room, panic began to set in. Her entire plan now rested on committing an act that would absolutely make her more of a criminal than she was already, as Chrysalis had asked her to be involved in a serious crime.

“Great! Now I have to drag someone all the way here for Chrysalis to feed from. As if no one would notice a friend or loved one just disappear. Unless… Now there’s an idea.”

APPLELOOSA - OUTSKIRTS

Appleloosa had been a town struggling to find its footing for years. From its beginnings a few years ago, the town had to deal with an issue with the nearby Buffalo Tribespeople, whose land the Appleloozians had infringed upon without permission. Though with some help, the situation had calmed down and ties between the settlers and the locals. Though that was only the first challenge.

In an effort to put their mark on more of Equestria, Applelooza laid its foundations close to the Badlands, on the very fringes of Equestria’s borders. And while this gave the town plenty of room to grow, it also brought with it a series of challenges. The most dangerous of all being the environment itself. The area surrounding Appleloosa was barren wasteland, making it difficult to grow crops, even with the Earth Clan’s ability to manipulate plants and other fauna.

But Braeburn was never deterred. He saw every challenge as an opportunity. Through sheer determination, he kept Appleloosa going through difficult times. With some assistance from the indiginous peoples of the area, the land had finally been made habitable. Fields of crops now covered the landscape, and the beginning of a plentiful apple tree farm had been Braeburn’s personal endeavour.

“It's finally finished. Appleloosa can now call itself a farmin’ town. Ah can’t wait for cousin Applejack to see this!”

A rustle nearby caught Braeburns attention. Small critters were common around the dusty wastelands, but this sounded much bigger. For as optimistic as Braeburn was, he was never one to take a chance, always armed with a small dagger should he ever come across danger. Or if it should come across him.

“Come on now. Let's be civil about this. I ain’t got no bits on me, no valuables. Just be on yer way.”

From the bushes, Braeburn could just about make out a shape. It looked like hair, lavender mixed with mint green. It was the eyes that could be seen next, and what sent a cold shiver down the farmer's spine. They were red, but the most unnatural red he had ever seen. It was like a demon staring at him. And speaking to him.

“I have no interest in your money. Only you!”

A flash of crimson was all Braeburn saw before the world turned dark.

THRONE ROOM

“Here we are, Your Majesty. This one should suffice for a good meal. From a little frontier town near the Buffalo Tribe’s lands. Disappearances are common there. No one will miss him.”

As Braeburn began to regain consciousness, he slowly took notice of where he was. No longer was he under the warm skies near Appleloosa, but what appeared to be a dank, cold cave. Through his blurred vision, he could barely make out the lavender and green hair he had spotted before he lost consciousness.

“You horrid cow! Where have ya taken me?!”

Ignoring the insult, Starlight turned her back towards Braeburn. The less she looked at him, the easier the task at hand would be. “Trust me cowboy, better this be your fate than what comes next.”

“Fate? What fate?” The room around them began to rumble, and an intense buzzing sound grew ever louder and closer. From one of the many tunnels flew a legion of bug-like humanoids. Braeburn began to remember the story Applejack told him about a wedding in Canterlot she attended years ago, and the invaders that sought to take over.

“The Changeling Queen? Ya brought me to the Changelings?! You treacherous snake!”

In a blind rage, Braeburn swung at Starlight with all his might, only for his fist to be stopped just short of her face, a crimson glow holding him back like a phantom. With his other fist, he attempted again, only to have the same end result. The red glow however could not be seen in her eyes, the normal green now returned. But not an ounce of empathy could be seen within them as she dropped his hands.

“I would give pity, but that implies I care about what happens to you next. I’ve brought you here as an offering to the Queen. And I doubt you’ll survive. Make peace now, Earth Clan.”

Braeburn took stock of his situation. He was surrounded by Changelings, most of all their Queen. And he had the treasonous Unicorn Clan Starlight in front of him. There was no escape for him. Two Changeling guards advanced towards him, one reaching out to grab him, only to be met with a vicious kick to the stomach. The force of the kick forced the guard to vomit blood.

“Ah ain't goin down so easy! Ah’ll keep fightin till ah can’t no more! Come on!”

The other guard attempted to restrain Braeburn, who was ready for the manoeuvre by side stepping. In response, he brought a haymaker down upon its head, the impact crumbling the guards helmet and skull. Its brains mutilated, the guard fell to the floor. Braeburn knew it wasn't over yet. He was still outnumbered on all sides, his eyes trying to spot a break in their colossal mass. As aware as he tried to be, he was unable to spot the strike that took him off his feet and into a nearby wall.

“It seems that the strength of the Earth Clan isn't exaggerated. Two of my best guards, killed in one shot. Impressive. However… It changes nothing. You have nowhere to run.”

The sheer might of the Changeling Queen dwarfed anything Braeburn could muster. His efforts were clearly in vain, and yet he refused to stay down. With what little strength he had left, he pulled himself to his feet, bloodied. A sharp pain could be felt from his ribcage and back. Something was clearly broken. Despite the pain, Braeburn stood tall, unwilling to face his end meekly.

"Then ah guess this is it… But if there's one thing ah know, it's that ya reap what ya sow. And you've sowed a lot here today, lady. Whatever happens next, you've got it comin’. This plan of yours won’t work. Mah cousin Applejack and her friends? They’ll beat you all. They’ve done it before… And they’ll do it again!”

Facing his end, Braeburn tried his best to put on a brave face, his legs still shaking from the hit he took earlier. As he willed himself to his feet, he came face to face with Chrysalis, her features steeped in rage at the mere mention of Equestria’s defenders. Like a ragdoll, she grabbed Braeburn by the neck and hoisted him close to her. Despite his best efforts, the courageous farmer could not free himself, and every attempt vexed Chrysalis more and more.

"Such bravery. But underneath it all, I can smell your fear. Such a repugnant emotion. But your love… It smells delicious. The love for your work, your community… Your family. Such a MEAL!”

Braeburn could feel his strength being sapped away. No, it was more than that. It was as if every happy feeling he had ever experienced was being taken from him. His skin began to shrivel and crack the longer Chrysalis fed from him, his eyes starting to sink into his skull. It wasn’t long before Braeburn had been completely drained, a lifeless looking husk. As he collapsed to the floor, Starlight could tell that he was dead. If there was a path out of this whole affair, it was long gone now. Chrysalis however revelled in this act.

“How delicious! That was the most filling meal I’ve had in years! Shame I had to drain him completely, but I needed the refreshment. Well, you held up your end of the bargain, and I shall do mine. I agree to participate in your crusade. Now, what is the plan?”

It truly was too late to turn back. There was no point in second guessing her plans now. Having gained the trust of Chrysalis, Starlight could see her desires fall into place, her madness pushed on forward by the corrupting influence of the Alicorn Amulet.

“Now that I have you on board, I can focus on our next associate. The only other being in Equestria with the power and the motivation to take down the Princesses. But… It will take some time to break him out.”

TARTARUS - SOME TIME LATER

The endless black abyss would be too much for almost anyone else to handle. But for Tirek, it had been a sight he had grown accustomed to long ago. After being imprisoned in Tartarus once again, it was decided that he be given some time with his thoughts. But that in turn meant all the time in the world. Completely alone in an empty void.

“When I get out of here, I’ll finish what I started. I must have the power of the Alicorns if I am to return home. Or else lose to Skorpan once more.”

As he was lost in thought, Tirek failed to notice a glimmer of light appearing in the void of his prison. Perhaps a visitor, coming to demean his current position?

It would have been a first. No-one had set foot inside his prison since he had been confined there. The light began to take shape into that of a humanoid. As it faded, there stood what appeared to be an Equestrian, given the markings on her arms. Starlight Glimmer had finally found her next ally

“Lord Tirek I presume? How is your imprisonment?”

At first, Tirek had chosen to ignore this intruder, given her point of origin. The contempt he had for the people of Equestria had grown significantly since his imprisonment. Yet his inquisitiveness couldn't help but wonder what her reasoning for being here was. No one should be able to come here. So why was she here?

“If you’ve come to mock me, then you’ve wasted your time and effort. I’ve grown accustomed to this infinite nothingness.”

An obvious lie, at least in Starlight's mind. She knew little of Tirek except from the history books. Perhaps living for centuries had made him more resistant to such periods of total isolation. But even the most mentally resistant of beings have limits.

“Oh come now, we both know that's a lie. I bet you’re itching for a means to leave this place. And lucky for you, I’m in need of your services.”

Tirek’s attention was immediately grabbed upon hearing that his freedom was possible. He had been certain this was his fate forever. Though he was not entirely convinced that someone like her would be so helpful with him, considering what had happened last time he had been let loose.

“Surely you jest? An Equestrian unleashing a dangerous felon onto her own people?

From the corner of his eye, Tirek noticed the gem residing around this visitor's neck. The energy he felt was that of dark magic, the stench of death surrounding its very being. That same energy cascaded through her. Tirek had only ever heard of one object of such malice.

“You possess the Alicorn Amulet? Intriguing. I had figured such an artefact would have been destroyed long ago. Or at least buried deep beneath the earth.”

As if by instinct, Starlight clutched the Amulet, almost trying to hide it from Tirek. Something he took notice of rather quickly. Her panic subsided however, relinquishing her hold. If the stories about the Amulet were true, only the wearer could remove it. Not only that, but Starlight was aware of Tirek’s abilities. But he would have to match her in order to take her magic. And he was currently in a weak state. For now, she had no reason to worry.

“This one is… Different. A little time travel spell allowed me to acquire the Amulet at its point of creation. It's what allowed me to find my way to you. But even with it, I can’t hope to stand against the Princesses alone. I need more like myself, those spurned by Equestria and its rulers. Especially that cow Twilight Sparkle!”

Hearing Twilight's name only pushed Tirek’s intrigue further. He had become concerned upon seeing the Alicorn Amulet, given its corrupting influence. But the thought of getting a shot at the Princesses once again crept into his mind. And a chance to beat Twilight.

“I shall hear more of your plan, but only once you free me from this place. As enlightening the time alone has been, it has become quite… dull.”

With a snap of Starlight's fingers, a tear in the darkness opened up, and on the other side Tirek could see a bright light shining through. The tear opened further, pulling himself and his saviour through. On the other side, he found himself inside the ruins of a castle, the moonlight dimming through an opening in the roof.

“Freedom! Glorious freedom!”

In a moment of pure joy, Tirek kneeled down and kissed the floor, despite its lack of cleanliness. It was almost kind of pathetic in Starlight's eyes, though she hadn't spent time locked away in an endless void. In a moment of arrogance, she decided to hold her accomplishment over her new ally.

“It took me some time to figure out how to release you from Tartarus. Whatever spell the Element Bearers placed upon you sent you to the deepest bowels of that place. It looked scenic at least.”

If he had been in any other mood, Tirek may have taken offence to the underhanded comment. But the jubilance he felt at his release had overridden any other feeling. He would not allow his happiness to be soured by someone who was an arrogant child to him in comparison. His mood was not to last however as the double doors that led into the chamber opened.

“So this is the Mighty Lord Tirek? How vastly underwhelming. I see you were successful, Starlight. Though I admit I was expecting more. MUCH more.”

“And who might you be?” Asked a now irritated Tirek. Starlight holding her rescue of him over his head was bad enough, but now this new interloper questioning his abilities was something else entirely.

“You shall address me as Chrysalis, Queen of the Changelings.”

“The Changeling Queen? I see. Weren't you defeated by the Crystal Princess and her husband? What business do you have in this little alliance?”

A predictable scenario, Starlight figured. A clash of egos was one of the outcomes that would have come about from two beings of incredible power and skill. But Starlight had little time for all the blustering.

“IF we could stay level headed for a moment?! May I remind you both that all of us have suffered some form of defeat? It is a learning experience. Besides, we should be thankful for the merciful nature of the Princesses. Without it, we would have been killed long ago. And now we shall turn that weakness of theirs into an opportunity for ourselves.”

Both the Queen and Lord ceased their bickering, silently agreeing to play along for now. It would seem they did have a common goal, which made Tirek more confident.

“A fair point, Ms Starlight. My apologies, Your Majesty. Perhaps your skills will come in handy after all. A master of infiltration and sabotage will be invaluable in our endeavours.”

Her ego sated, Chrysalis surprisingly returned the compliment. “Word is that you were able to challenge Twilight Sparkle even after she had the combined power of the other Princesses with her own. You are indeed a powerful ally to have, Lord Tirek.”

The two shook hands, their qualms with each other supposedly set aside. For Starlight, this was perfect. Everything was beginning to fall into place like she had hoped. She was getting everything she wanted…

***

A FEW DAYS LATER

The plan had been progressing smoothly. Starlight now had two of the beings she needed for her plan, and all three enemies of Equestria were now capable of being in each other's presence without killing each other.Though despite their power, even Chrysalis and Tirek wouldn’t be enough. Now would come the next step.

“Now comes the tricky part of all this. Using this spell, I’ll travel to other timelines to bring through our last couple members. Though I imagine it won’t be easy to persuade them. But with some incentive, I know they’ll be on board!"

While Starlight was so self assured that her endeavours would bear fruit, her new companions were not so sure. Tirek was still a shrivelled up shell of his former self, while Chrysalis had to leave her army behind should they be found out. So far, the Queen of the Changelings had been less than impressed with this portion of the plan.

"I think this is absolutely foolish . Do you really believe you can convince two of the most fearsome beings in Equestria’s history to help us? Both achieved victory in their own timelines. I would assume they are very content being at the top of the food chain. If they come here, that may not be the case anymore. They may even see you as a threat and eliminate you as you step through the portal.”

“She has a point, Ms Starlight. Nightmare Moon might be more willing to hear you out if you choose your words carefully, but King Sombra is an entirely different scenario. Even I have heard tales of his cruelty and hunger for blood. Your proposal may fall on deaf ears should he view you as a threat, especially with that Amulet.”

Both made fair points. Convincing Chrysalis and Tirek was easy. They had something to gain. But she had seen into those other timelines. Nightmare Moon and Sombra had won their own battles, and had ruled their respective worlds. For all Starlight knew, she was stepping into a suicide mission. But a voice in the back of her head pushed all her worries into the recesses of her mind, muted behind the voices telling her to keep going. The voices of the damned that now resided in the Amulet.

“It's a risk I have to take. Even with the three of us, we still stand no chance against our enemies. Nightmare Moon and Sombra will complete our little ensemble. And something tells me neither will give up the chance to take down the likes of Celestia again. Once I have them here… We can begin!”

Author's Note:

FINALLY!

After a long wait, here we are, on the wild side of things! I hope all enjoy the Episode!

Comments

[Voltaje]

Isn't it redundant a sayan spiderman? what use have goku o vegueta, o even trunks or gotten, spider powers?, they have strength and speed, and can fly, so the only benefit of the spider powers is the spider-sense, which sayans hardly need.

I guess, as a starting point, as if a child coku, spiders powers is a good shortcut, and considering the set up, Peter hardly will reach higher powers as goku or vegueta, he will just increase at he needs in a dc/marvel earth, if there is no Freazer, or even a vegueta like enemy, no need to get planet destroyer strong, we may see a super sayan peter, which one gets through strees and rage, that will increase his powers at the time x50, but if it is equivalent of for example as 1000 point(doubt it but enough to destroy entire cities in one go) then he would get when transforming a 50000 equivalent, that is Ginyu Force member level, and he would be able to destroy entire planets like flies, that would make him the stornger hero of earth, only below higher gods, which are plenty in dc and marvel universe, if there is a super man, he may be below him, depending on developement.

[spiders123]

A saiyan spider?

Well you should know, Teen Titans go from dc did some dragon ball references too, a couple of times as did other cartoons like gumball and Billy and Mandy

[spiders123]

11196548
Also a question

Spider-Man is supposed to be swing and jump and do amazing jumps and flips

But if saiyan powers are involved he could just fly or teleport lickity split

There wouldn’t be a need for web shooters…I mean it would mess up the gimmick?

He could easily just get a new costume and big someone else like the captain universe when he fought the tri sentinel

[KrisstheScot]

11369970
Flying isn't something he does often. But we shall delve into that more as things progress.