The Adventures of Spider-Man Season 1

by KrisstheScot

Episode 21 - Something Wicked This Way Comes...

Episode 21 - Something Wicked This Way Comes…

For the first time in weeks, no one came barging through the door disturbing Peter from his slumber. In fact, he got up under his own power this time. Another first was how he felt - well rested. He couldn't remember having a single nightmare last night. It was the most pleasant sleep he had in months. Almost felt a little too good to be true. “Did I actually sleep? Guess I was due for some good luck. Let's see how long it lasts.”

Heading into the kitchen, Peter was surprised to find it empty. He began to wonder if everyone was either out already or still asleep. “Looks like everyone else has stuff to do. Applebloom should be at school, which just leaves the other adults unaccounted for.” A quick look around the fridge yielded success as Peter found a bottle of fresh milk. “I’m sure no one will mind if I help myself. I can always make up for it later.” A few bowls of cereal later and Peter felt (adequately) full. The only thing to do now was to figure out how to start the day. Assuming he could find someone.

A noise outside caught his attention, that of a neighing horse. A quick look out of the window revealed Applejack on horseback, likely returning from an early ride. “That's AJ accounted for at least.” Hastily, he placed the milk away, knowing someone wouldn’t be happy if he left it out. A swift change of clothes and Peter was joining Applejack outside, a few bones cracked into place as he stretched. The blonde farmer spotted him and her face lit up. “Well, well. Good mornin to ya, Sleepin Beauty!” It wasn’t the reaction Peter had expected given how long he had slept in today.

“I’m surprised you didn't kick me out of bed today, AJ. Never known you to let anyone be lazy.”

“True, but there's little to do today, so ah figured you deserved the lie in. And ah knew ya had been out late. Guessin’ things went well with Fluttershy then, huh?”

Suddenly, everything from the night before clicked into place, and all of Peter's suspicions were confirmed. “Ugh! I knew something was up! So much for all of us hanging out together. So whose grand plan was that?!”

Applejack rolled her eyes at the accusation as she ushered her mare back into the barn. “It weren't no grand plan Pete. We all knew Fluttershy wanted to spend time with ya, and we all knew what to do when she agreed to stay out for the night. Y’all didnt need no crowd around you while you were havin fun!”

“Yeah it… It was fun.”

Despite his best efforts, Peter could feel the blood flushing to his cheeks as they began to heat up. As he tried to clear his head and get himself under control, Applejack became suspicious of the lack of information from the night before. A quick glance at Peter confirmed her suspicion. “Gotta tell ya Pete, even when ya ain't speakin, yer lyin. Those cheeks of yers are redder than the freshest Red Delicious I’ve ever seen. Come on now, what did she do?”

“She… kissed me on the cheek.”

The farm girl’s head swung around in shock, her face aghast at the news. “Well I’ll be damned! Looks like that girl’s got more courage than we thought. It's about as far as we’ve seen her go with a guy. Actually, she's never been interested in any guy until you came along. But I gotta ask Pete, how do you feel about her?”
It took a few moments for Peter to ponder that question. Past events had made him feel a little awkward about his emerging feelings for Fluttershy, even more so now that he was aware she felt the same.

“I’m not sure. I know I feel… calm around her. Every time my senses took over, she would always bring me out of it. And she’s great to hang out with. She’s always so chill. I mean you all are, but she's something else. Not like how I am around the Princesses. I always feel so tense around them.”

Applejack couldn’t help but chuckle a little. “Don’t worry. We all feel like that around them. Heck, Twilight’s one of them and she still gets anxious. Ya get used to them eventually. They don’t bite.”

A raised eyebrow more than got Peter's own feelings across “You sure about that? Luna put the fear of God into the Sirens only yesterday. Every part of my body was telling me to run when she stared down at me.”

In her head, Applejack tried to think of a dozen excuses to cover the actions of Princess Luna. But even she had to admit to be honest with herself. “Yeah… Gotta admit, none of us had ever seen anyone stand up to Princess Luna like that. Not even her sister. Honestly, it looked like y’all were about to start scrappin’ there and then.” It sounded as if Applejack was trying to play the confrontation off as a joke, but her tone of voice said otherwise, making Peter wonder if he was wise to have almost picked a fight.

“Do you think she's right? That Starlight has to die?”

A mix of responses began flowing through Applejack's mind. Part of her wanted to tell Peter he was right, that wanting to save a life was the best thing to do. But then she thought of her friends, her family, and the town she loved. Then her mind went back in time, when she and the others had first come across Starlight, and everything she did to them. And again, she had to be honest with herself. “I don’t wish death on no one, Pete. Ah got a bigger heart than most, but ah have ma limits. I see both sides, but if Starlight makes a move and threatens us, Princess Luna will do what she feels is right for us. If you can find a way to save her, then do it. But if you get in the Princesses' way, that ain’t gonna end well for ya.”

All Peter could do was nod, realising that the time would come when he would have to make a decision. But that time wasn’t now, so it was best to relax and worry about the future at another time. The two shared a smile before Applejack nudged Peter in the ribs ever so slightly. “Come on. We got some work to do. We can stop by and see how everyone is doin’. We might even see Fluttershy on the way.” She quipped in Peter’s direction, knowing it would cause him to begin blushing again, much to his annoyance. His cheeks flushed red against his will.

“You’re gonna be so smug about that, aren't you?”

“Eeyup!”

***

The whole trip to Ponyville was filled with Applejack being incredibly smug about how last night had gone. Each jab made Peter wish he had the other girls to vent at, given they were just as complicit. But he would likely have gotten the ribbing in stereo if they were around. As they crested the hill that overlooked the town, they were startled at the sight before them. A battalion of soldiers surrounded Ponyville, a much larger sum than what had appeared yesterday.

“What in tarnation…?” wondered Applejack, sharing a concerning glance with Peter. As the two approached the border into town, they noticed two guards standing in their way. Behind them stood some kind of gate, a shimmering field lay inside its threshold. “Halt! Anyone passing into Ponyville must be subjected to a check. Failure to comply will have you arrested. These are the orders of Princess Celestia!”

Peter and Applejack shared a glance again, figuring it was best to just comply rather than argue. Applejack stepped through first, the field turning green as she got to the other side. “Am ah ok?” She sternly asked the guards. “She’s clean. Not a Changeling.” One of the guards said to his partner, sending a wave of fear through Applejack’s body. “Now wait just a minute! You sayin this is all because of a Changeling?”

“Our orders are to check and scan any and all locals to ensure no Changelings are within our ranks. Those are our orders. Please move along.” Next up was Peter, who had slowly realised that he might actually set this spell off. True, he wasn’t a Changeling (whatever that was) but he wasn’t exactly from around here either. But would the gate pick up on that? Only one way to find out. Taking a deep breath, Peter walked through, only for the gate to make an alarm sound, its translucent glow switching between its normal blue and a deep red.

“Stay where you are!” Commanded one of the guards, as he and his partner drew their weapons. The two shared a look, equally confused on what to do. “The scan appears to be inconclusive. But you aren’t Equestrian. You’ll come with us to see the Princess!” Seeing their weapons pointed at him began to put Peter on edge, every fibre of his being telling him to disarm them, or do something to stop them. Fortunately, Applejack was there to keep him right, taking him by the shoulder and keeping herself between him and the now cautious guards. “Pete, go with them. I’m sure Celestia can clear all this up.”

***

TWILIGHTS CASTLE

The way into the castle was heavily guarded, several rings of soldiers ran around the outside perimeter, while Pegasi troops observed from above. As they passed by the lines of troops, Peter could feel hundreds of eyes on him, his Spider-Sense flaring up with each dirty look he got. The only thing that kept him somewhat sensible was Applejack’s steady hand on his shoulder. “Easy now, Pete. Ah know ya feel a little itch, but these guys and gals are only doin’ their job.”

Though she was trying her best to keep her friend calm, Peter couldn’t ignore his body as it tried to act on its own accord, his Spider-Sense going off like an air raid siren. “They wanna kill me, AJ. Every single one of them thinks I’m the enemy. If they try anything-“

“I’ll keep them off yer back. Once we’re inside, the princesses can clear everything up. Just a little longer.” Applejack's reassurance was the only thing keeping Peter from starting a fight, even though his every instinct told him to defend himself. It was becoming more evident that whatever had happened had put the entire castle on lockdown.

Even the main hallway into the castle was swamped with soldiers, all of them giving Peter the same guilty look. The guard in front halted, his spear turning to face Peter. The number of weapons aimed in his general direction made his Spider-Sense scream out, his rationale giving away to instinct. Not even Applejack's presence could hold him back. She could even feel him trying to get out of her grip. It took everything she had to try and hold him in place. She had to think of something or else a fight would break out.

“Now wait just a minute! Nothin’ confirmed he was a changeling, right? Why don’t you get the princess out here to check him over?” The soldier that had led them to the castle began frantically switching his gaze between Peter and Applejack, clearly apprehensive to drop his guard even a little, his spear still pointed directly at his prisoner.

“How can you be sure he won’t attack the princess?!”

“Because y’all already saw me pass through the spell and confirmed ah ain’t no Changeling! How dumb would ah have to be to let one of them follow me into town disguised as mah friend. And trust me, ah know it’s him.” It was the best thing Applejack could think of, and she knew it was true. But it was clear the guards didn't think the same. During all the commotion, the map room doors opened, revealing a rather irritated Princess Celestia.

“What is the meaning of this?!” In amongst the sea of soldiers she spotted Applejack and Peter, the latter clearly the source of the commotion. “Corporal, why is this man being held like this?”

Usually the guards would stand to attention when being spoken to by any of the princesses, but all remained vigilant even as she had been made aware of the situation. “Your Highness, this one passed through the security spell to an inconclusive result. We thought it best he be brought before you to be prosecuted. Or failing that, a swift execution.” It all clicked very quickly. Celestia silently cursed herself for not accounting for Peter being from a different world when she ordered the checkpoints.

“That won’t be necessary. I know this man well enough. I also highly doubt any Changeling would be so reckless as to travel along with a friend of the Princess of Friendship during such an uptake in security. He is one of us.” Even after being informed directly by Celestia that Peter was innocent, all of the guards refused to lower their weapons. “But Your Highness, the spell still gave an inconclusive result. He may not be a Changeling, but he is certainly not of our lands!

Sensing that any patience Peter had was slowly fading away, Celestia decided it was best to put her troops at ease. Raising her hand, she coated Peter in a bright, golden glow. “If I make it appear that I have done the same spell, perhaps that will put them at ease.” A few moments later and she had completed her scan, though it was not as intuitive as she had made it appear. She only hoped it would be enough. “I can confirm that he is indeed Equestrian. Perhaps it would be best to make sure your gate is working correctly when you return to your post?” The soldier, feeling a little embarrassed, brought his weapon away from Peter. “Of course, Your Highness.”

“Thank you, Corporal. You did your job to the letter. I can take it from here.” Celestia confidently commanded, though her guards were still unsure, each of them giving each other worrisome looks. “Are you sure, Your Highness?” It was clear that her soldiers were unconvinced despite her giving Peter the all clear, forcing her to do something drastic. “I am. Now all of you, stand down.” All it took was her tone to make the guards understand completely. The sounds of spears clattering back into place and swords being sheathed became a chorus in the vast hallway. With each weapon stowed away, Peter felt his body begin to loosen up, it being primed to leap into action for several moments now.

Applejack also loosened her grip from Peter’s shoulder, her tan skin turning red from the effort it took to keep him in place. Even her arm had started to feel numb. “Gotta admit Pete, ah don’t even think Big Mac was as hard to rustle as you are.” Seeing the red on her skin caused Peter to grab Applejack's hand, checking it to see if he had hurt her, though she pulled it back just as quickly. “I’m fine, Pete. I’m tougher than ah look, honest.” Her insinuation didn't make Peter feel less guilty. On the other hand she might have been the one thing that stopped him. Before the two could talk any further, Celestia began to shepherd them away towards the map room.

“I apologise. My guards might be overzealous, but they do their job well. I’ll admit, I was curious to see what the security spell would make of you. It seems it can’t decide, given your unique anatomy.” Despite her attempt to make light of the situation, Celestia was more than aware that Peter was a few short moments away from starting a brawl. She once again cursed herself silently. Fortunately, Peter didn't seem to hold it against her.

“Well it wouldn’t be the first time armed guards have tried to kill me over a misunderstanding. Good thing you got them all to back off. I was seriously about to lose my cool.”

“I could tell. And I am sorry again for this misunderstanding. I don’t enjoy being so stern with my troops. But in instances like this, it helps to get the point across.” Something about the way Celestia held herself felt so familiar. So powerful yet so cautious. Almost like someone Peter knew back home.
“Don’t worry about it. You got them to back off, so that's all that matters. Still, what the heck is going on?” Inquired Peter, but the look he received made it plain it wasn't to be discussed yet.

“Best we talk in private.” Celestia decreed as she motioned Peter and Applejack towards the map room. Even though the guards had been called off, many of them still gave Peter a dirty look, perhaps still convinced he wasn't one of them. “Settle down, Pete. They can’t do nothin now that the princess has said so.” No matter how much he wanted to believe so, something still made Peter’s skin tingle. But she was right. For now he was safe. But one thing confused him.

“So how would you have known if I wasn’t one of these Changelings?” A rather smug smile found its way onto Applejack’s face. “Cause’ a Changeling wouldn’t have blushed as hard as you did this morning.”

“Are you really gonna bring that up now?”, moaned an exasperated Peter.

“Eeyup.” Replied Applejack.

***

Inside the map room, the other girls crowded around Twilight as tears streamed down her face, prompting Applejack to run over and join them. On the other side of the room, Princess Luna paced back and forth, only stopping once she locked eyes with Peter, the young man seeing the seriousness in her emerald irises. “Ok, what the hell happened? Seems pretty serious.”

The room fell silent, save for the quiet gasps coming from Twilight as she attempted to stifle her tears. “Through means unknown, Queen Chrysalis of the Changeling Empire snuck in during the night, and kidnapped Princess Flurry Heart. Two guards were also fatally wounded. I’ve spent the morning thinking of what to say to their families.” It almost seemed like Celestia was waiting to vent everything out, as if she had been holding it all in. Peter’s mind instantly turned to Flurry Heart, the little girl he had practically befriended, stolen away from her parents. “Where are Princess Cadence and Shining Armour?” Was his first thought.

“Shining is taking command of the forces around the castle, preparing for any imminent attack. Cadence is… In Flurry’s room. She witnessed the kidnapping, and despite her best efforts was unable to stop it, fearing Chrysalis may harm the child.” It was clear a quiet rage bubbled up inside Celestia, punctuated whenever she mentioned the name of the Changeling Queen. Clearly there was some history between them.

“No one sensed her. All of us were here… and we couldn’t sense her. She was here, in MY home! And now she has my niece!” Sorrow was quickly turning to anger for Twilight, but it fizzled out as soon as it manifested. Rage clearly didn’t suit the young princess as she fell back into the embrace of her friends. Peter felt it too. The powerlessness. Something big was happening around him, yet he had no idea what to do, or how to contribute. All it did was remind him that he didn’t belong here.

As the mood around him became ever more somber, a low buzzing could be felt in the back of Peter's head. Whatever caused it was close. VERY close. Without a word, he turned to leave the room, almost in a trance-like state. Some of the girls tried to follow, only to be halted by Celestia. “All of you stay with Twilight. I will check on Peter.” Several guards tried to stop him as he marched upstairs, only to be motioned aside by Celestia.

His unwavering path took him right towards Flurry’s room, where half a dozen guards stood outside, their hands twitching around their weapons. The sudden appearance of Peter made them take position, though it did little to stop his advance. It was only through Celestia’s presence that they didnt attack. “Let him pass.” Ordered Celestia, much to the confusion of her soldiers. As Peter burst through the door, the silent but weeping figure of Cadence rose to her feet, startled by his intrusion. “Peter? Why are you here?”

The young man gave no response as he moved around the room, only confusing the already distraught Princess. “Auntie Tia, what is he doing?” Celestia could only watch intently, almost studying the young man she had somewhat become responsible for as he silently marched across the room. “I’m unsure, but Twilight mentioned he has acted like this before. It was how he discovered someone was staying at the old castle.” While Celestia explained what could be going on, Cadence noticed Peter had finally stopped moving, right on the spot where Chrysalis had been the night before. “That’s exactly where she stood. How does he know that?”

Rubbing her chin, Celestia continued to ponder, though she had some suspicion for some time. “I suspect Peter has some sort of sixth sense, an increased awareness of threats around him. But it seems to be much more intricate than I expected.” Finally, Peter snapped out of his trance, though this time he seemed more aware of what he had been doing while being guided.
“She was at the castle too. I had the same feeling there.”

“Then we can confirm that Chrysalis is also part of the incoming attack organised by Starlight Glimmer. Cadence, I understand this is a trying time, but we need you in the map room to prepare for what’s to come.” Even with tears in her eyes, Cadence found what little strength she had and mustered it once commanded by her peer. “I just want my little girl back, no matter what.” Cadence then took her aunt in an embrace, one which the older princess reciprocated. As they parted, Celestia looked deep into the eyes of her former protegee. “I promise you she will be brought home safe. I will use all my power to do so if need be.”

“Thank you, Auntie Tia.” Cadence responded, wiping away tears as she left the room to join the others. Hearing that vow from Celestia drew Peter's mind back to the first day he met her. How agonising his Spider-Sense went off at her mere presence. He had no other indication of her strength, but something told him she was powerful. So full of kindness, but the power of a god hidden beneath the surface. Now only the two of them remained in Flurry’s room, Celestia unsure of what to say. She turned to close the doors, ensuring that they would have some privacy.
“I understand that much of your past is hidden for a reason, Peter. And that the veil has been slowly pulled away. But it would seem your abilities are much more varied than I thought. You possess a sixth sense, correct? That is how you knew that Chrysalis had been here.”

The veil metaphor felt appropriate as another part of Peter’s powerset had been figured out. And the one he had always kept out of public knowledge. A dozen or so excuses popped into his mind as self preservation kicked in. But slowly he knew that it was all pointless. Trying to lie to someone like Celestia wasn't a smart plan. “It warns me of danger before it happens. Or at least, that’s how it started. Over the years it feels like its… evolved alongside all my other powers. Now it can sense anyone that can hurt me. Or worse.”

Things from months ago were now starting to make more sense to Celestia, and many aching questions now had answers. “Like me the first day we met? That would explain your sudden headache at the sight of me. And there I was trying to give a sense of civility.” Peter couldn't help but feel slightly sheepish at the idea he had acted in such a fashion, especially towards someone who had been so lenient with him all these months.

“I never understood how, but it's like my instincts kick in and take control. You wouldn't be the first friend I’ve been anxious around because of it.”

As she had previously, Celestia began to pace around the room, pondering away at a question even Peter didn't know the answer to. “Sounds like an overzealous fight or flight response, except you always choose to fight. It may also explain your heightened aggression. If your instincts expect everything to attack you, then you will always remain on edge.” For the first time in years, Peter felt he had actually been given some legitimate hypothesis for his condition. And it came from someone that barely knew him. He slumped to the floor, as if a weight had been lifted. “I never thought about it like that. I just thought I was born angry.”

A gloved hand appeared before him, Celestia waiting to pull him up. “Anger doesn't come from nothing, Peter. And anger like yours always has a source. If your homeworld is as chaotic as it seems to be, then you’ve been living all your time with these powers, always expecting danger. That would make anyone angry.” Suddenly, years of mistakes were seen in a whole new light. Was it possible there were times Peter acted out of turn simply because he had chosen to be a hero?

With their private discussion over, Celestia made her way over to the door. “Come. We must discuss the next steps.” Slowly, Peter joined her at the door. Before they left, the two shared a look, the soft brown eyes of the young man filled with sadness.

“I’m not sure what help I can be. Or what good any help I could give would be.” Resting a hand on his shoulder, Celestia attempted to give some words of comfort. “Whatever assistance you can offer will be greatly appreciated. I will not ask you to fight. In the end you owe us nothing, Peter.”

“Well to be honest, seeing as you didn't throw me in a cage after you all found out what I was, I think I owe you a lot.” Said Peter, giving Celestia pause. She began to think back to a time when she wasn't as wise as she believed herself to be. “In my younger years I may have been so hasty as to lock away someone innocent. But my instincts told me that you were different. And it would seem I was right to trust you. If you wish to repay me in any way, keep Ponyville safe.”

***

Back in the Map room, everyone had gathered to talk about a plan. It was quickly decided that all military forces were to be placed under the command of Celestia, with Luna acting as a secondary general. The girls quickly asked what their roles would be should a battle break out. “You girls will avoid combat at all cost,” commanded Celestia. “Despite your many past victories, you are all still civilians. And without direct access to the Elements of Harmony, we cannot be sure you can call upon their power. Should we request your aid, that will be the time for you to help.”

“What about me, Princess?” Chimed an apprehensive Twilight, her tears beginning to dry up. Unsure of how best to play her protege, Celestia shared a glance with Luna, who gave a firm nod in response. They silently agreed. “You will be with us, Twilight. I believe it is time you learned first hand on how to lead soldiers. It is a skill you may need one day.” Determination began to fill Twilight, her role in the coming battle now clear to her.

“Peter shall join us on the front lines as well. His strength will be an asset in the battle to come.” Declared a rather overzealous Princess Luna, catching the subject of discussion off guard.
“I think I should stick to helping everyone get to safety” was all Peter could think of at the moment, though it did little to deter Luna from her plan to have him involved.

“They will be much safer when our enemies have been dealt with. And the only way to achieve that efficiently is with you at our side. We have seen how strong you are, Peter. They would stand no chance if we all combined forces!”

“And what if I lose control?! I’m not sure about what we’re fighting against, but I’m pretty sure I’ll become a bigger monster than they ever could be!” Slowly, Peter began to back away from everyone in the room, fearing he was about to be forced into something he didn't want to be a part of. His senses began to warn him about Luna, her presence almost looming over him. “I don’t want to be seen as a monster…” It was clear that Luna was unaccepting of Peter's refusal to fight, the gap between them closing even further. “The real monsters are coming, Peter. They will raze this town to the ground unless you act!”

Out of the blue, an emboldened Applejack placed herself between Peter and Luna, catching everyone in the room off guard. “Ah think that's about quite enough, Princess. Let the man have his peace. We can win this on our own.” Though her stature was taller than that of Peter, Applejack still appeared tiny in front of the Moon Princess, who was far from pleased with the farm girl's tactics. “Stand ASIDE, Applejack.”

Her words felt cold as ice on Applejack's skin, but it did little to deter her from her post. “Ah can’t do that, Princess. This ain’t right.” With a wave of her hand, Luna summoned a magical aura to move Applejack aside, sliding into the waiting arms of her friends. Peter could barely look back after making sure she was ok before Luna had him by the collar, hoisting him into the air and against the wall. However, she took little care with her own strength, slamming him hard enough to crack the crystal surface.

“LUNA! THAT IS ENOUGH!” Bellowed the mighty Princess Celestia, her speed barely comprehensible as she was right by Peter and Luna’s side attempting to remove the young man from her sister's godly grip. It was clear that without her intervention, Peter would be halfway through the wall by now. Or worse.

“Luna, calm yourself. I understand your frustration, but Peter does not deserve to be its recipient. Now unhand him!” Even with her older sister outright ordering her to let Peter go, Luna continued to hold him tight, her emerald eyes refusing to leave the soft brown of his.

“You once spoke to me about taking responsibility, to take charge of a situation. Well now is the time for you to return the favour. I have seen you in combat before, and yet you choose NOW of all times to forsake that fighting spirit?! Would you rather be seen as a coward?!

“YES!” Cried out a terrified Peter. For a moment, Luna could see the fear in his eyes, causing her grip to soften slightly, though she still held him in place. She also lessened the force used to push him into the wall, allowing Celestia to more easily pull him away before he was injured. Though her own grip on Luna was still sound. “I’m sorry… But I am DONE fighting!” The dam finally burst as Peter let out all his fear in front of the ladies. Their expressions told of their sympathy and sadness for their friend. Even Celestia was shocked by this breakdown, but understood it all too well.

Luna finally relented, releasing Peter. Though the look of disgust was all over her face, and she made absolutely sure he saw it. “Then you can leave. We have no place for you here.” Her words cut deep, deeper than any wound Peter had ever taken. They made him feel worthless. “Luna! Please calm yourself!” Demanded Celestia, her patience with her younger sister already running dry. But Luna wouldn't back down to her elders' orders so easily. “Why? He refuses to fight alongside us for the sake of his friends.” As she tried to face away from her sister, Luna was pulled right back to face Celestia, the sun princesses´ grip having never left.

“Perhaps he has seen enough combat for one lifetime. Remember in the hospital? His bones had been broken many times over. The doctor wondered how he was still alive. To skim the line between life and death again and again must be tiresome.” After berating her little sister so thoroughly, Celestia turned to face Peter, her eyes sullen and sad. “Leave if you must, Peter. This doesn’t have to be your battle. We will be fine.”

His pride in tatters, Peter turned to leave. From the corner of his eye, he could see the girls, the looks on their faces pleading him to stay and help.

“I’m sorry.” It was all he could muster, his voice barely a whisper. As he reached for the door, a hand snapped his own away from the handle. He glanced back to see the tear ridden face of Fluttershy. “Peter! Please stay! You don't have to fight, but we need your help!”

Despite the gap in strength between the two, Peter was able to feel the ironclad grip Fluttershy had on his hand. Even now he could feel all that gentle warmth she exuded. He wanted her to hold on. But he couldn't stay.

“I’m sorry, Flutters. Even if I tried, it all comes back to violence. It's in my blood. And that's gonna get me killed. I wanna help, but I know it won’t be as simple as that. And I’d rather live as a coward than die a monster.” It took all his willpower, but Peter was able to free his hand from Fluttershy’s, leaving her to cry as he left the room, her sobbing the only sound that could be heard.

***

THE EVERFREE FOREST

“Don’t babies usually cry all the time? She hasn't made a peep since you brought her here.” Around her , Flurry Heart slowly took in her new surroundings. These new people were ones she didn't know, and something inside her told her not to trust them. The one looking at her right now was very tall, and walked on hooves rather than feet. Another very close to her had wings, but not like the ones she had. They looked like silk, but had holes in them. Her skin appeared to look like armour, but it didn't look like it came off. She almost looked like a bug from the book Auntie Twilight had.

“This is no ordinary baby, Tirek. Alicorns are a very different breed. Even the infants have greater awareness of their environment at such a young age. I hope she can understand she’s in no real danger.” It sounded like the bug lady and the tall man with horns didn't like each other very much. Were they friends? Auntie Twilight never spoke like that to her friends.

“I doubt it. You just abducted her from her family.” The one called Tirek said. Flurry looked around, trying to see her mamma or papa, or even that nice man that played tag with her. But she couldn't see them.

She could see three other people coming over to her. One had an eye missing, one looked a lot like her Auntie Luna, and the third person… he looked really scary. His red eyes looked deeply into hers, making her want to cry out for her parents. Her screams were stopped by just how scared she felt of him. “But now we have our bargaining chip. Unless Celestia wants something to happen to her fellow Princess, she’ll give herself up.”

The bug lady stepped between Flurry and the scary man, though Flurry could still see those eyes peeking over the bug lady's shoulder, like he couldn't stop looking at her. “I think not, Sombra. Remember, Flurry Heart is to be unharmed. And after Equestria falls, she will be mine to raise.” For a moment it looked like the scary man was going to fight the bug lady, but he walked away from her. “Of course, Chrysalis. But we must act as if we intend harm. If Celestia calls our bluff, we might as well surrender.”

Did these people intend to use Flurry to hurt her family? It was all she could think about the more they talked around her. “Are we certain that Celestia is the only major threat? The other Alicorns are still powerful in their own right. Not only that, the Element Bearers don’t need the Elements to access that power. I can tell you from experience.” Said the tall man with horns. Out of them all he looked the most concerned to Flurry. But the scary man was quick to put him at ease.
“Celestia is easily the most powerful of them all. And if we act fast enough, the Elements will have no time to be used against us. If the Princess of Friendship falls, the other Elements will be useless. Then the other domino's fall.” Flurry became more concerned as they talked about her family. Auntie Twilight was called the Princess of Friendship, wasn't she?

“Remember our deal, Sombra. I get Luna, while the rest of you do what you will with the others.” Even though she looked like Auntie Luna, Flurry could tell it wasn't her. Something about her magic seemed off. It felt more like the scary man than what it did Auntie Luna. And it sounded like she wanted to hurt Auntie Luna, while the scary man wanted to hurt Auntie Celestia. “Something tells me there will be plenty to go around once Celestia is out of the way. Now remember, she will be the first to try and advance on us. Once she does, separate her from her sister and the others. Then she will have no choice but to face us alone. Now, it's time. Chrysalis, bring the child.”

***

SWEET APPLE ACRES

The walk back to the farm was quiet, except for all the judging voices circling through Peter's head The whole way there “When did you become such a coward, Parker? They need your help and you just… walked away.” As he saw the farmhouse up ahead, he noticed Granny Smith at the doorway, almost as if she was waiting for them to return. “There ye are! ‘Bout time one of you youngins got back! Ah could use a hand or three makin up the stew fer tonight. Now where in the hay is Applejack?”

“She's… held up with an emergency.” While it wasn't a lie, it wasn't the total truth either. Yet it did little to stop Granny Smith from pressing on AJ’s whereabouts.
“What kinda emergency? We gots some cookin to do!”

“It's a pretty big emergency. Lots of soldiers, and the princesses. Flurry Heart got kidnapped by someone called Chrysalis.” Once that name fell from Peter’s lips, Granny Smith fully understood the severity of what was happening. “The Changelin’ Queen? And yer back here instead ah helping?! WHY?!”

The judgement in her voice cut like a razor, with Peter trying to find the words to excuse himself. “I… can’t help with what’s happening.” His choice of words did nothing to convince Granny Smith as her barrage continued. “Can’t help? Or won't help?! There’s a big difference there, youngin, and ah think yer just refusin cause yer afraid!”

“Yes! I’m afraid! I never thought I’d feel like this two months ago, but… I’m afraid to die…” It took a moment for Granny Smith to realise that Peter's actions were not done as an act of cowardice, but those of a young man scared for his life.
“We’re all afraid ta die, Pete. Death is a scary creature. But like every beast we can avoid it, wrassle with it if need be. But ya know what’s scarier than dyin? The regret from not having to at least tried.”

It immediately struck Peter that he had been in this position before. He had the power to stop people from getting hurt, yet he was actively standing on the sidelines. From just behind the doorway, Granny Smith produced the box that contained his Spider-Man suit, as well as his web shooters. “Where did you find those?” A firm smack on the back of the head was all the response Peter got, and another judgemental look from Granny Smith. “This here is ma home! I helped build this here house, and that there barn! Ya think I can’t see when somethin’ be outta place?! Next time ya tear up my floor, I’ll smack ya again!”

Opening the box, Peter gazed at the spider insignia, his hand touching the material, only to pull away like it was forbidden. “I didn’t want to put this suit on ever again…” Another firm smack pulled Peter from his defeatist mindset, looking back to see a less than thrilled Granny Smith. “Why? Cause yer fraid’ of failin? We all fail at somethin’. What makes us better is tryin’ again, takin’ the mistakes we made and learnin’ from them. And if our failures can make the world better, then we should fail again and again. Cause’ one day, we end up winnin’!”

While it wasn't the most rousing speech Peter had ever heard, it was somehow enough to at least get him to consider doing something. “You’re right. If I stop now, I’ll never get to win again!” Grabbing the suit and shooters, Peter removed them from the box, the suit showing in its full glory. “NOW MOVE YOUR CABOOSE!” Granny Smith cried out before giving Peter a sharp kick to his behind, prompting the young man to start heading back to Ponyville. “Yes ma’am!”

***

BACK AT TWILIGHT'S CASTLE

With Peter having abandoned them, Celestia and Luna discussed in private what the next move would be. Though Celestia was more focused on what to do should any attack come, Luna’s head was elsewhere. “I cannot fathom why he would leave like that. Has he no care for his friends, or this town? Does he not even care if they come to harm?”

“Luna, enough!” Shouted an exasperated Celestia, causing her younger sister to clamp up. Despite her royal prestige, she still bowed to the seniority of Celestia. “I understand your frustrations, sister. But I already told you why he’s scared. To be so young, and to have seen so much. I must confess, I’m surprised Twilight and the others aren't traumatised in some way. Everything they’ve had to go through. And we can only imagine what Peter has seen in his short time.”

While Luna tried her best to listen, part of her mind refused to accept the reasoning. “And what of us, sister? We have lived lifetimes, seen so much horror and never once has it broken our fighting spirit!”

“Our fighting spirits, no. But we have changed so much, done so much harm, especially to each other. We ARE damaged, Luna. More damaged than Peter. The difference is we don’t have a choice. To defend Equestria is our obligation, our sacred duty. It's what we promised so long ago.” Before the two sisters could continue their heart-to-heart, the doors burst open as one of their guards came rushing in. “Your Highnesses! Our troops at the edge of town have reported movement coming from the Everfree Forest!”

Immediately, Celestia and Luna raced from the room, converging with Twilight, her friends, Cadence and Shining Armour as they left the castle. The dozens of guards waiting outside swarmed around the group, waiting for orders should the moment come. As they raced through Ponyville, the townsfolk began to take shelter inside their homes in case things got out of hand. It wasn't long before the mass of soldiers arrived at the edge of the Everfree Forest, the looming darkness between the trees hiding unknown horrors behind it.

“All troops, rally behind me! Whatever leaves that forest must not enter Ponyville, no matter what! Luna, file in behind me. I want you ready to strike! And sound the alarm! Alert the villagers to take shelter!” Commanded Princess Celestia, her voice having lost its gentle tone entirely. The soldiers took their positions, as did Luna. No questions, not even an acknowledgment of the command. They moved as she told them to. Soon the entire perimeter of Ponyville facing the forest was covered by several solid lines of troops, swords drawn and spears pointing out. Behind them, the residents of Ponyville ran into their homes, doors locking behind them as they took cover in cellars and storage rooms.

As Celestia advanced to meet the threat head on, a red wall suddenly appeared before the others, cutting them off from her. All of her reinforcements were now on the other side, cut off from their general. Despite their best attempts to break the barricade, their efforts only appeared to make the wall stronger. Twilight and Luna immediately attempted to use their magic to remove the barrier, though their own efforts seemed in vain. With normal spells seemingly useless, Twilight attempted to use a teleportation spell to get through, but with the same result, as she only vanished for a moment before reappearing in the same spot as before. “This shield seems immune to our own magic. This is no simple spell, Celestia!” Cried out an increasingly concerned Luna.

She wasn't the only one. Twilight also shared a look with her mentor, fear creeping into her eyes. Even her friends grew worried that something was wrong. Luckily for Celestia, she had centuries of experience in this position. “Both of you keep working on it. Shining Armour, have the soldiers ready to move as soon as this barrier is down. Whatever is on its way, I will face it!”

From beyond the dark veil of the forest, a faint thudding sound could be heard coming through. As the moments passed, it became less faint and more prevalent as a giant figure thrashed his way through the trees. The form of Lord Tirek finally showed himself to everyone, making even the well trained troops take a few steps back. Though he was magnitudes taller than her, Celestia stood her ground as he approached. “Lord Tirek. Such a surprise to see you outside of your cell.” If she was afraid, she was very good at hiding it. But Tirek knew full well that intimidating Celestia was a losing game. All he could do was hope to match her boldness.

“A surprise to be sure, Princess. But a welcome one. It has been some time since I last graced your lands.” A day that was hard to forget for Celestia, as her pride was put to the test, having Twilight fight in her place while she and Luna had to avoid Tirek, lest he absorb their magic for his own. Fortunately, his potential to do so was now limited. “You have made a poor decision returning here. The last time you terrorised Equestria I was unable to confront you in battle. But I knew that Princess Twilight and her friends would be able to defeat you. So if you failed to best them, what chance do you stand against me?”

The reminder of his defeat at the hands of Celestia's protegee was like throwing salt on an old wound for Tirek. Though he refused to let it get under his skin for the time being. “Because Princess. I have learned a lesson from your protegee. And this time, I have some friends of my own.” As if on cue, four other shadows manifested from the treeline, bringing shock and horror to those stuck behind the shield.

For Twilight and her friends, it felt like the ghosts of their pasts had come back to haunt them. Tirek was bad enough, but seeing his accomplices all on a team of their own filled them with dread. While the others held back, Sombra made his way forward, closing the distance between himself and Celestia. “Princess Celestia. It’s been a long time since I laid eyes upon you. A thousand years has done little to blemish your beauty.”

Hearing Sombra of all people try and compliment her made Celestia feel like her skin was covered with the most vile insects, though she withheld her dissatisfaction so she wouldn't look agitated, especially by the likes of him. She had to show strength now. “King Sombra. I’ll admit, I never expected you to be part of this. Last I checked, you were banished. My sister and I saw to that.”

“Ah, but this me isn’t the one you fought before. Thanks to my new friend Starlight, the wheels of time and space have been set against you.”

The horrifying truth suddenly hit Celestia hard. “I had guessed something had been stolen from the archives. The time spell Starswirl the Bearded attempted centuries ago. But even he understood the damage such magic could produce. That was why it was locked away.” From behind Sombra came the demented figure of Starlight Glimmer, the smile on her face enough to shock even the most sure hearted of individuals. Just below her neck set the Alicorn Amulet, proving that the Sirens had indeed been telling the truth.

“And yet I did it. I was able to do what the great Starswirl couldn't. What do you think, Celestia? Am I not the most powerful member of the Unicorn Clan in history?” Though it was an impressive feat, Celestia remained adamantly unimpressed with the young woman that now opposed her, given she had so readily committed heinous acts to get to where she now stood.

“I wouldn't be so sure of yourself, Starlight Glimmer. I’ve trained more skilled members of your clan in my time. And I personally do not rate you so highly. You only had the strength to succeed with such a spell thanks to that accursed artifact around your neck.” Before she could retort, Starlight caught a glimpse of lavender in the corner of her eye. Twilight came fully into focus, causing all of Starlight's attention to be aimed on the one person she was here for.

“Starlight… What’s happened to you? Your eye…” Twilight was so shocked by how Starlight looked before her. A deep gash replaced her left eye, as if it had been pierced by a blade. Her skin had lost much of its colour, reminding Twilight of pictures she had seen showing a corpse, the life having long left its mortal form.

“So good to see you again, Twilight. Last time I saw you I had just put a dagger in your chest. It was such an exhilarating warm up for what’s about to happen.” The way she said it terrified Twilight to her core. Had she been thinking about killing her in such a gruesome manner all this time? She had little time to think as she was suddenly surrounded by her friends, Rainbow Dash and Applejack taking up the front “Ah yes, and your adoring group of friends. All of which suffered similar fates as King Sombra decimated your home. Let me remember… Ah yes, the hick got her neck snapped, the spineless coward got her head removed, and the buffoon and the diva were obliterated in an explosion caused by the empty headed pegasi.”

The way she described their deaths so vividly finally made Twilight realise what she meant. If Starlight had brought the Sombra they now saw before them from another timeline, then it meant the versions of herself and her friends existed in that other timeline. And were killed. “What have you become, Starlight?”

As Starlight walked ever closer towards them, her one eye began to shift colour, now sharing the blood red of the Alicorn Amulet, which itself started to glow as Starlight fed into her rage. “I am what you MADE ME!”

Unsure if the barrier would keep Starlight out, Applejack and Rainbow Dash readied themselves for a fight. They were surprised to see one of the guards step in front of them, sword drawn and shield raised. Upon a closer look, Twilight could make out that it was Shining Armour. “I’ve heard about you, and what you tried to do all those months ago. Then you come here and help kidnap my daughter. So believe me when I say you WON’T be laying a hand on my sister.”

“You know Twilight, I can’t decide who I wanna kill first - Your adoring friends, or your loving family! HELP ME DECIDE!”

“ENOUGH!” Starlight was barely able to comprehend what had just happened as she was flung backward with incredible force, her chest feeling as if it was about to collapse from whatever struck her. Using all of her strength, she was able to stop herself before she was sent back into the Everfree Forest. Looking back she noticed that Princess Celestia now stood where she once did, her palm extended out, making it clear who it was that attacked her. As she stood up, Starlight could feel something caught in her throat. She coughed, only to find blood lying on her hand.

“What's the matter, Celestia? A little more and that would have been the end of me. Afraid to look like a cold blooded killer in front of your precious subjects? We all know you’re no saint, so either you kill me or I tear the skin off your faithful student!”

An anger she hadn't felt in years began to build inside Celestia, which vented itself by a blast of air so strong Starlight had to steady herself. Sombra, Tirek and Nightmare Moon on the other hand barely moved an inch, but were now more cautious now that the sun princess was showing more of her power.

“I have had just about enough of this! Where is Princess Flurry Heart?!” The demand from Celestia came from a place of anger, her usual calm attitude falling away as she grew more scared for her subjects and friends. From behind the towering form of Tirek, Queen Chrysalis stepped forward, a petrified Flurry Heart in her arms. Upon seeing her mother so close Flurry attempted to fly away, only to be held back by her captor. Seeing her child so close yet kept away from her made Cadence feel so helpless. “Flurry…”

With little effort, Chrysalis pulled Flurry back into her embrace, her hands gently clasping around the frightened infant. Though she kept her gaze on Cadence the entire time, making sure the panicked mother saw everything. “Don't worry, Cadence. She’ll be safe with me after you’re dead and gone. Now Celestia, if you would be so kind as to surrender yourself to us so we can kill you, that would be helpful.”

Celestia had to admit she was in a difficult situation, especially with Flurry in the hands of the enemy. “You expect me to just stand still and let all of you cut me down? Even if you could, my sister would swiftly avenge me.”

“Oh I’m sure I can handle my lesser, weaker half.” Mocked Nightmare Moon, her eyes drifting towards her other self as she stood helpless on the other side of the shield. Luna could barely believe her eyes as she looked upon the very being that caused her so much misery, now made manifest in front of her. Sensing her sister's doubt, Celestia attempted to bolster Luna’s confidence. “I wouldn’t be so sure. Luna may have made mistakes in the past, but she is all the stronger for them!” Hearing her older siblings' conviction strengthened Luna’s resolve, her eyes now filled with determination as she locked them with Nightmare Moons.

An odd sensation stirred inside the Moon Empress, one she hadn't felt in centuries. Was this excitement for a fight? Even if it were, now was not the time to give into such temptations. “While it is tempting to find out, it is more of a strategic advantage to remove the most powerful of the Princesses first. And unfortunately for you, Celestia, you are the eldest and most skilled.” While she wasn't fond of the situation she was in, Celestia couldn't help but acknowledge how good of a strategy her opponents were utilising. However, she refused to go down so easily. “And if I should refuse to offer myself up as a sacrifice?”

Having recovered from her earlier humbling, Starlight continued to spew venom towards her enemies. “Then we begin annihilating your subjects, your peers, and your family. And I’ll take great pleasure in making sure you watch your entire world burn. Starting with you, Twilight Sparkle!” A hand fell upon her shoulder, that being of Sombra, a grim smile across his face.

“Patience, Starlight Glimmer. You will have your chance. But, there is something I must address. The future of this child.”

“What do you mean?” Questioned a horrified Chrysalis, to whose knowledge this part of things seemed to have been missing. Her eyes met with Sombra, his ruby red irises flowing with dark intent. “You see, the infant Princess is of an Alicorn nature. To the people of this Equestria, an Alicorn would always be the symbol of the monarchy. They would follow no one else, and rally behind the one they deem the true ruler. And that… is something I cannot allow.”

As she tried to comprehend this turn of events, Chrysalis was knocked backwards, Flurry removed from her embrace. “This was not the agreement we had, Sombra!” As she tried to get back to her feet, Chrysalis was pushed back down, this time much harder as a gloved hand found its way to her neck. Desperately she tried to free herself from Sombra’s hold as she struggled to breath, though it was in vain as the dark King outclassed her in strength, which he was sure to remind her of.

“I am altering the deal. Pray I do not alter it further. And do NOT question me again, Chrysalis. While your skills in espionage are quite impressive, in terms of power you pale in comparison to me.”

Just out of view, on the free side of Ponyville, Peter stood just behind one of the smaller buildings, now clad in his Spider-Man suit, with only his mask removed. For the past few moments he had seen and heard everything that had happened, waiting for the best time to intervene. Now it seemed like that time was coming, as Flurry was now in the grasp of Sombra, who seemed to have very short term plans for her.

“Now Celestia. Here is the new deal. Either you become the first to fall… Or the child takes your place.”

“NO! SHE'S ONLY A BABY!” Cried out a horrified Cadence, pleading for her child to be spared. Her cries fell on deaf ears.

“I’ve killed plenty of infants back in my timeline. Age doesn’t matter to me, only how useful someone is to me. Or how much of a threat they pose. And your daughter is plenty of a threat.”

A chorus of desperate thuds barraged the shield as those trapped tried to free themselves and save Flurry. Luna had even conjured her prized sword to try and cut her way through, but the shield's integrity was sound. Celestia being the only one not helpless was finally ready to go all out, the tattoos on her body glowing with fiery light. “Understand this, Sombra! If any harm should come to Flurry Heart, I will ERASE you from existence!”

Even with the threat of a battle with Celestia imminent, Sombra kept his composure, so self assured that he was in command of the situation. “And in the midst of our battle, your precious subjects will be caught in the crossfire! Your kingdom will burn! And while you may still be victorious, you would be ruler of the ashes! So Celestia, what shall it be?!” For the first time in centuries, Celestia felt like she was in an impossible situation. Should she fight, her subjects would die. If she surrendered, her friends and loved ones would suffer.

“Auntie Tia, PLEASE!” Cried out Cadence once more, trying in vain to force her out and to her daughter. Shining tried also in vain to get outside, his sword rattling against the shield. Even Applejack and Rainbow Dash attempted the brute force approach, with similar results. Twilight and Luna threw blast after blast, with even their power proving useless.

Frozen in place, Peter could only watch on as the defenceless Flurry was thrown to the ground like a used doll, the dirt sinking into her pink dress. So many thoughts ran through his mind as he watched Sombra reach for his sword, its dark steel surface gleaming in the sunlight. “First blood. And of a child no less. Such a shame, Celestia. You have finally failed those you love.”

Time almost seemed to stand still as Peter so desperately tried to decide what to do. A life was on the line again, and he felt so helpless to do anything. A place he had been before. He closed his eyes to the world. “I can’t… I can’t do this anymore…”

He opened his eyes, hoping that something would happen to make everything disappear. What he saw instead was an all too familiar sight. He was now sitting inside an old car. More specifically the 1973 Oldsmobile that he saw all the time as a kid. He also noticed he was no longer in his suit, now wearing the clothes he wore that day years ago. “Wait a second. I remember this place. I haven't been here in so long.”

“Almost like you’ve been avoiding me, kiddo.” It was a voice Peter hadn't heard in months. A voice he could only hear in his head. The last words it spoke to him for real were years ago. In the driver's seat was Uncle Ben, or at least the memory Peter had of him.

“Uncle Ben? What am I doing here?” The kind, worn face of Ben Parker smiled at his nephew. “Why do you think? We’re long overdue for a chat, son. I know it's been a rough time lately, but you’ve been keeping me locked away. Like you don’t wanna talk to me anymore.” The visage of Peter as his 15-year-old self pulled his legs close to his chest, his eyes reddening as he attempted to hide his fear.

“Because I’ve let you down, Uncle Ben! I’ve failed so many times, lost people I care about. And when I see you, all I’m reminded of is my first great failure. Being Spider-Man isn't worth it anymore. The only person I can get killed now is me…”

While only a memory, it was clear that Uncle Ben was exactly how Peter had remembered him. Including his ability to pass on words of wisdom. “Remember that time we cleared the basement?” Through his held back tears, Peter chuckled at the memory.

“When I was six? Yeah. Aunt May wanted you to toss some of your old junk. Including your bowling trophies.”

A small scoff escaped Uncle Ben, clearly not a fan of the insinuation that his old trophies were so easy to throw out. However, he stayed on subject. “And remember when you found my old army gear? You were so curious to hear about my time serving. But it wasn't a story you were ready to hear. And I wasn't ready to tell.” It was all coming back to Peter now. The worn down army fatigues emblazoned with PARKER on the chest. The excitement he felt running upstairs to show them to his aunt and uncle, and the disappointment he felt when they were taken away without reason. “I asked again when I was a little older. And you told me.”

“Only because you were getting stronger. I had to make sure you understood what it meant to have someone's life in your hands. Those young boys that fought for the Vietcong had no idea what they were getting into. And neither did I. But every day we went out, I had to put my fear aside for my fellow soldiers.” Peter remembered that day well. Not too long after he got his spider powers, Uncle Ben had a long talk with him. A talk he had waited years for. “But you were afraid to die. You told me.”

“I did. Getting home was the second most lucky moment of my life. The first was your Aunt May agreeing to marry me. In fact it was the thought of getting home to her that pushed me forward. That and someone had to be around for my little brother. And good thing I did, otherwise he would never have found you. And I wouldn't have gotten to raise you.” Hearing Ben be so happy to have gotten the chance to raise him brought a smile to Peter’s face, though his tears still persisted.

A firm hand found its way to Peter's shoulder, pulling him in for a hug. It made him feel safe. Exactly how Uncle Ben always made him feel when the world felt too much to bear. “I understand you’re afraid, son. How you haven't cracked is a testament to your resolve. And I know this world isn't yours. But neither was Earth. And you called it home all the same. You’ve done so much to help people with your gifts, and I’m proud of you for it. You took my words to heart. And you did it your own way”

While they were words he needed to hear, none of them could make Peter forget everything he went through months ago, before his time in Equestria. “If I’ve done so much good, then why do I feel like I’ve lost everything?”

“Listen Peter, the things you’ve lived through would’ve broken lesser men. You’ve stared down Gods and Demons and walked away every damn time. Yes, you’ve fallen, but now here you stand. And someone else needs your help. If you wanna give up being Spider-Man, then I can’t stop you. But I know deep down, he’s not done with you yet. And you aren't done with him.” The two broke the hug, with Ben looking down to see Peter at his present self, back in his hero suit. “Remember - With Great Power, comes Great Responsibility.”

The world around the two began to fade back to reality, with Ben fading from view, returning to Peter's memory. With things still slow, Peter took one final look at the situation. “He looks strong. Maybe one of the strongest people I’ve had to fight.” A hearty chuckle came from the voice of Uncle Ben as he got a good look at who his nephew was talking about.

“I’ll bet he is. But you’ve always risen to the challenge, son. I know you can do it again. No matter what, I know you’ll make me proud.”

Terrified for her life, Flurry tried to crawl away from her impending demise, only for Sombra to halt her retreat by standing on the trail of her dress. “It's useless to resist, child. No need to fear. The real horror comes after your death.” Slowly, Sombra turned his sword to face the infant, ready to impale her small body with the blade. The sword came down, and the world slowed down. Everyone could only watch in total horror as Flurry lay defenceless, about to be impaled. A resounding thud could be felt as the tip of the sword impacted the ground. But to everyone’s shock, Flurry was no longer in its path. In fact, she was nowhere to be seen.

Perplexed and agitated, Sombra frantically looked around. “Where is she? WHERE IS THE CHILD?!” Amidst his blustering, a streak of red and blue came flashing towards Sombra, his eyes only just able to turn their attention to the incoming foe. He was too late however to defend himself, as a gloved fist came barrelling into his cheek, the force of the blow removing teeth and unhinging his jaw. The blowback took Sombra off his feet, sending him hurtling dozens of feet away, his body trailing through the dirt.

The bewildered onlookers turned to see who had been so bold as to get in the middle of Flurry’s imminent execution. Twilight's eyes opened wide in shock and relief. At this point she was all too familiar with the costume this stranger wore, and she was all too happy to see it put to use. The stranger rose to his feet, nursing the hand he used to knock Sombra back. The force of the blow had ripped off the fabric of his glove… and the top layers of his skin.

“Damn that hurt! What’s this guy made of?” Holding his hand, Peter tried to assess the damage. It was almost like someone had taken a blowtorch to his hand. Fortunately he wouldn't have to deal with the pain for long as the skin began to heal before his eyes, leaving no evidence of him ever being injured, much to his relief. “Gotta admit, I was a little curious if I could still heal after that fight with Darkseid. Still as fast as ever! Now let's see the other guy get up from that!”

Raggedly, Sombra got to his feet as well, his mouth trying to form obscenities towards his mysterious foe. With his jaw half removed however, he was unable to speak properly. Oily black blood leaked from the wound, seeping into the grass below. Though just as Peter’s injuries had done, Sombra’s wound began to heal almost immediately, the oily blood seemingly reconnecting flesh and bone. Even lost teeth began to reappear, leaving Peter irritated. “I hate magic.”

His jaw now restored, Sombra worked his mouth around to ensure there was no lasting damage, though still surprised that he had taken such an injury to begin with. He inhaled sharply, trying to vent away his frustrations. And to save face in front of his allies, all of whom had a front row seat seeing him wounded. His anger dampened for the moment, he turned his attention to the costumed intruder. “It has been centuries since anyone has been able to wound me. You are strong, stranger. Tell me, who are you?”

“Someone who’s gonna beat your ass for trying to kill a baby.” Peter proclaimed, the eyes of his mask narrowing as he stared down his opponent. Sombra however was still less than impressed, crossing his arms behind his back as a sign of control.
“Is that right? A bold claim to make considering I still outclass you.” Peter stood flabbergasted at how someone could just shrug off such damage, even with the ability to heal. “Are you serious? I almost took your jaw off, dude!” If you didn't have magic hacks, you’d need one hell of a dental plan!”

Sombra let out a small chuckle. “At a cost. While your injuries may have faded quickly, you were still wounded nonetheless. And I assume it took most of your strength to pull it off. But you're not as resilient as I am.”

While Peter didn’t want to admit it, he knew Sombra had a point. That punch was about as hard as he could muster outside of losing his cool. But for the first time in so long, he didn't worry about who he was hurting. “Then at least I know I can hit you as hard as possible and not feel bad about it.”

Inside the now quarantined Ponyville, the girls could only watch in awe as their friend stood alone against Sombra. “Is that Pe-“ Pinkie Pie attempted to ask, before she was swiftly silenced by Rainbow Dash, earning several glares from nearby townsfolk. “Quiet, Pinkie! He’s got his costume on, so we gotta make sure not to use his real name. Guess we gotta call him… What was it you said, Twilight?” A still shocked Twilight barely registered her name being spoken, as well as the question being asked of her. “Spider-Man. That’s what his other self in the mirror dimension was called.”

Another onlooker also in shock was Princess Luna. After the way she had spoken to Peter earlier, she believed that he would never help them again. “I cannot believe it… He came back. He is a warrior after all.” A great thud brought Luna from her trance. She looked over to see her sister pressing against the wall of the shield that now separated them.

“Luna! You and Twilight must bring this shield down! We will need everyone to claim victory. I will fight alongside Spider-Man until you are all free.”

The only one not being strategic and calm was Cadence, still in hysterics from watching her daughter almost be impaled, her fists smacking against the shield with no discernible pattern. “Spider-Man! Please keep my little girl safe!” Cadence's desperate cry fell upon the ears of Sombra, giving the stranger who had attacked him a name.

“Spider-Man. I must say, your courage is extraordinary. And your strength is impressive. However…Your cowardly attack will not go unpunished. I’m going to kill you. Slowly, painfully, and rip out your entrails for all to see. Then I will move onto the child.”

Behind the lenses of his mask, Spider-Man rolled his eyes out of boredom. “Oh wow, such an original threat. I’ll add it to the tally. Also, can we talk about your choice of attire? The red and black motif just screams edgelord. Trust me dude, it’s sooooo 2000’s.”

While his banter used to agitate whoever he was fighting, Spider-Man was getting the idea it wouldn't work this time, as Sombra bellowed out in laughter. “Don’t think I can’t sense the bravado. You may have wounded me, but it's the most you can hope to do against the likes of me. All you have done is sign your own death warrant. And you forget, my courageous friend, you are outnumbered five to one. Should I wish for it, my associates and I will tear you apart!”

As more threats against him were made, Spider-Man felt his heart begin to beat faster as the rage built. “I’ve faced worse odds against bigger bads than your ugly mug. So how about you fight me without your backup dancers? That way I can kick your ass back to whatever hell you crawled out of! I’ll personally make sure you never get your hands on this kid again!”

The ground beneath Sombra began to tremble, the whites of his eyes turning a sinister green, further highlighting the blood red of his iris’. “You dare to challenge me man-to-man? Your bravery borders on insanity. Very well… LET US BATTLE TO THE DEATH!”

In his head, Spider-Man slowly began to regret his decision as the ground beneath him began to crack under the might of Sombra’s power. “Ok, maybe opening my mouth wasn't the best plan this time.” Nonetheless he didn't move an inch, standing ready to take on whatever was thrown at him. With a thought, Sombra recalled his sword, still embedded in the soul after his attempt to kill Flurry. The cold steel gleamed in the sunlight, its razor sharp edges poised to cut Spider-Man into ribbons if he made one mistake. Charging forward, Sombra raised his weapon high. His speed almost too much for the hero to keep up with. It looked as if Spider-Man was about to pay in kind for his surprise attack from before.

A bright light came between the two, yet did little to dismay Sombra’s attack. His blade came down, streaking through the air, only to ring out against something metal. As the light faded, everyone could see the tip of a glaive connecting with Sombra’s sword. They were also quick to see who was wielding it. “CELESTIA! GET OUT OF MY WAY!” Sombra roared out in anger against the sun princess as she stood between him and his quarry. The two mighty beings locked their weapons in a bind, refusing to give an inch of ground to each other while the soil beneath them cracked under their immense power.

“I believe it was me you wished to fight, Sombra. Don’t tell me you’re second guessing your plan now?” Celestia said in a rather demanding tone, trying to rile up her opponent, keeping his attention away from Spider-Man.

“NEVER!” Replied Sombra, his voice turning guttural and venomous as he tried to push her aside. Yet each time he would try and move her out of the way, she would respond by pushing back even harder. It was clear this Celestia wouldn't be so easily swept aside. Only a few feet away, Sombra’s allies looked on at the spectacle, unsure of their next move.

“If we strike now we can take her!” The cry from Starlight brought the others from their spellbound state, realising that the opportunity they had hoped for was right in front of them. As they tried to rush Celestia while her back was turned, Spider-Man shifted his position in order to place himself in their path. “Now, now. I believe this is a private dance. No third wheelers allowed.” Remembering how he humbled Sombra made the invaders pause for a moment, only for them to realise they still had the numbers.

“Out of the way, Spider-Man! You have meddled in our affairs once. Stand aside and we may consider sparing your life.” Nightmare Moon demanded, her voice sounding so similar to Luna it was quite off putting for Spider-Man. While his stance on the moon princess wasn't the best, he knew she had a good heart. The person before him had no such niceties, and was willing to harm the one who was supposed to be her sister. Even with the idea that he was sort of fighting Luna in his head, Spider-Man stood his ground. “And let you edgelord wannabes gang up on Sunbutt over there? Sorry, but my final answer will have to be no on that one.”

Nightmare Moon, Chrysalis and Tirek all prepared themselves, their years of battles allowing them to take stock of their situation. Starlight Glimmer on the other hand had no such experience, and her patience was wearing thin. “Get out of our way, otherwise I’ll throw you in a shallow grave right next to Twilight and her pathetic friends!” Her eye turning crimson red, Starlight rushed towards Spider-Man, her mind focused single-mindedly on her goal, no matter who she had to go through. As she lept towards Spider-Man, the costumed hero shifted his body only slightly, causing her barbaric charge to miss.

Starlight’s misery was far from over, as the same fist that had only moments before almost mutilated Sombra found its way into her own cheek, only with significantly less force. While she was spared the same damage as her teammate, it was still hard enough to send her several feet back, a metallic taste entered her mouth as blood poured in. Picking herself up, Starlight tried to shrug off the hit, only to fall on her behind. Her crimson eye gazed at Spider-Man with bitter rage for her pain. Only… she could see his own eyes through the lenses of his mask. Were they… crimson too?

“You talk shit about those ladies one more time, and I promise I’ll remove your other eye.” In an instant, Spider-Man’s entire demeanour had changed. Moments before he acted like some fool who ended up in the wrong place. Now Starlight was terrified to look at him, an air of menace now surrounding him. And did the air suddenly get warmer? Over her shoulder, Celestia noticed Spider-Man’s standoff, and could sense his change in attitude. “Spider-Man, I need you!”

Snapping out of his trance, and almost as if by instinct, Spider-Man retreated away from his opponents, only stopping when he was back-to-back with Celestia. “I’ve got you covered, Princess! What do you need?” With a mighty thrust, Celestia freed herself from the bind with Sombra, forcing him back, the dirt beneath him torn up as he attempted to steady himself. Celestia quickly turned back to see Spider-Man right behind her. “I can handle Sombra, but you must keep the others off me as best as you can. And I ask that you give it your all!”

Before him stood Nightmare Moon, Chrysalis, Tirek and Starlight, his Spider-Sense warning him of all four foes. Now that they stood before him, he knew these were the beings that situated themselves in the abandoned castle, preparing for this day. Who he had been worried about these past few days should he have to fight them. In the back of his mind, Spider-Man wondered once again what would happen if he gave into his anger. Yet he paid no attention to his fears, his eyes glowing a fiery red once again under his mask. Only one thing mattered now - Winning this fight. “They won’t get past me…” He swore, the crimson in his eyes growing deeper.

From behind the magic barricade, the others could do little except try and free themselves so that they could enter the battle and help their comrades. As she and Twilight attempted to dispel Starlight's handiwork, Luna could feel that old twitch in her mind. The desire to join the fight. And she would have to as soon as she could, as she knew the fate of Equestria would be decided today.

Author's Note:

The battle for Equestria has finally arrived! All our players are in their places. The end has arrived... For this part of the story at least.

Comments

[spiders123]

Nice work