• Published 11th Aug 2022
  • 231 Views, 21 Comments

The Amazing Spider-Mare: A Long Way From Home - SuperPinkBrony12



(Sequel to "The Amazing Spider-Mare: Sinister Secrets".) Spider Mare and Black Cat travel back to Manehattan to clear Spider Mare's name when an impostor starts causing trouble. Meanwhile, events unfold in Ponyville that create a new super villain.

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Illusions

Even for Spider Mare, it was quite a long trek to go all the way from Ponyville out to Manehattan's harbor. But with Aunt Suzanne in danger, the wall crawler wasn't going to let anything stop her. Regardless of the dangers that she now knew came with using her powers, she was that determined to rescue Aunt Suzanne.

Sure enough, as night fell Spider Mare reached her destination. Strangely enough, the Statue of Freedom's torch seemed to be all a glow. And it was a strange and mysterious green glow at that. But she couldn't dwell on it for long, more pressing matters currently occupied her attention.

"Ah, Spider Mare," The Chameleon greeted with a cold hiss. "I see you got my message. Good, I did so want you to be here. I'm going to enjoy crushing you, figuratively and literally."

Spider Mare snorted as she stared down The Chameleon and grit her teeth. "I'm only gonna say this once, Chameleon. You let Pinkie's Aunt Suzanne go, or else!"

The Chameleon only laughed. "You think your threats scare me? If you want that old mare back, you'll have to fight me first. You can have her back if you beat me, but we both know that's not going to happen."

Black Cat landed next to Spider Mare at that very moment and smiled. "Did you forget what happened last time? Spider Mare and I wiped the floor with you. It's just you against us, you can't win. So I suggest you surrender, unless you want another beating!"

But The Chameleon just grinned. "It seems you forgot about a certain part of my letter. You don't really think I came here all alone, did you?" He then gave a whistle. "That's your cue, lady! Our guests have arrived, come on out here and say hello!"

Mere seconds after the changeling had spoken those words, a sharp shriek split the air! From above emerged a figure the likes of which Spider Mare and Black Cat had never seen before! A dark silhouette swooped down and flew right past both superheroes in the blink of an eye! Then it circled back around, landing right next to The Chameleon. "Greetings, do-gooders." An earth pony mare of medium build and with a pinkish-purple coat greeted. Her grayish-brown eyes looked cold and calculating, her stiff grayish-violet hung limp against her sides. And her cutie mark of three buttons (one purple, one yellow and one blue) was easily visible.

What caught Spider Mare's attention the most, however, was that this earth pony mare appeared to have undergone a startling transformation of sorts! Attached to either side of her body were long, black wings. On her snout was a huge bird beak a dull yellowish brown in color. It seemed like she had sharp talons sticking out of her hooves. In short, she looked more bird-like than pony-like. "Who in the wide world of Equestria are you?!" Spider Mare gasped! "And what have you done to yourself?!"

The bird-like mare gave off a wicked and haughty laugh. "Just a little something courtesy of The Big Man himself. I have been reborn! I'm no longer who I once was, feeble Suri Polomare, a down on her luck pony nopony trusted. Now I'm The Vulture, a bird of prey! And my prey is you, Spider Mare! After all, birds just love to feed on bugs!"

The Chameleon smirked. "The boss decided I needed some help. So he recruited a very eager volunteer to undergo a bit of a mutation. And thanks to The Vulture, I'm free once again! Once we take down you and your partner, Spider Mare, there's nothing to stop us from taking over Manehattan! And after Manehattan, we'll conquer the rest of Equestria! And then the world!"

The web slinger rolled her eyes. "I see time in jail didn't do anything to shrink that big head of yours," She put her hooves together. "But it doesn't matter that you've got yourself a friend! If you seriously think you're going to win just because your boss broke you out of jail, you've got another thing coming."

"Enough talk!" The Vulture sharply rapped. "Just try to clip my wings, Spider Mare! Like I said, I'm a vulture! And a rather aggressive one at that! Hope you aren't afraid of heights!" She proceeded to flap her wings, taking to the sky before once again swooping down with another flap of her wings.


Spider Mare barely managed to duck out of the way of The Vulture's flight path, surprised at how fast this bird/pony hybrid truly was. And to make matters worse, The Vulture was good at staying just out of range of any possible web attacks. It wasn't going to be easy to defeat her.

"That's right, Spider Mare," The Vulture taunted with glee. "As long as I rule the sky, you can't touch me! But I can keep wearing you down, until finally you slow down enough for you to be mine!"

"You shouldn't be flying at your age, birdbrain," The web slinger taunted back as she wrapped her fists in webbing and then tapped a button on her chest, activating her spider glider. "You'll hurt yourself. Ponies like you should leave flying to the pegasi."

"Don't worry about just her, Spider Mare," The Chameleon laughed as he changed shape, transforming once again into the monster spider. "Don't forget, you still have to deal with me as well."

Black Cat responded by jumping up, pointing his baton as he swung towards the transformed super villain. "And that goes double for me, Chameleon. I won't let you hurt, Spider Mare! If you want her, you'll have to get through me first!"

Spider Mare nodded and smiled. "Good thinking, Black Cat. Divide and conquer. I'll join you as soon as I ground The Vulture." She then shot off a stream of webbing, watching it hit the torch part of the statue. Quickly, she swung on it and took to the air!

The Chameleon wasn't bothered by this development, he just swatted Black Cat aside with ease. "Your claws won't scratch me, kitty cat! Spider Mare won't be here to save you this time."

"Don't need her help," Black Cat replied even as he groaned a bit from pain. "I can handle you just fine by myself. Spider Mare and I are a team, we can work just as well apart as we can together. And when we're done, you and your new friend will wish you'd never kidnapped that innocent mare!"

The Chameleon just laughed, shooting out of a stream of webbing towards Black Cat. "Promises, promises." He briefly looked back to Spider Mare, seeing her heading towards the torch in order to confront The Vulture. "Good. Everything's going according to plan." He thought with a grin, knowing that the web slinger was heading into a trap.


An unsuspecting Spider Mare soon reached the tip of the torch, looking all around for any sign of The Vulture. "Where are you, Vulture?!" She cried out! "Come and face me, unless you're afraid!"

The Vulture roared as she swooped down suddenly! "I'm not afraid, Spider Mare! But are you?" She promptly grabbed something in her talons, then carried it up before dropping it. "Let's find out!"

Spider Mare quickly shot out a stream of webbing to catch the object that The Vulture had dropped. She then brought it closer for an inspection. It appeared to be some kind of green orb, one that was pulsing and glowing. "Hey, what's this?" She pondered aloud. Were orbs like these responsible for giving the torch that glow she'd seen earlier? Well, before she could think of anything else, there was a sudden and blinding flash!

The Vulture threw back her head and laughed with triumph! "Hey, Chameleon!" She shouted down from above! "Spider Mare's taken the bait! She's fallen right into our trap, just like you said she would!"

"'Trap'?!" Black Cat gasped as he leaped up and kicked Chameleon in the back of the head, hoping to bring him down. "What are you talking about?!"

The Chameleon simply shrugged off the blow and used one of his arms to grab Black Cat, pulling him close. "There's no harm in telling you, there's nothing you'll be able to do about it," He happily boasted. "Spider Mare's about to enter a whole new world! A world that she'll have no control over! A world where she'll be at our mercy! And if we're lucky, she just might destroy herself!"

Black Cat struggled to break free even while he defiantly roared! "NO! If anything happens to her I'll make you both rue the day!"

The Chameleon only coldly replied. "Forget about her. You should be worried about yourself. With Spider Mare out of the way, there's nothing to stop us from coming after you and destroying you."

Meanwhile, Spider Mare slowly lifted her head (which now felt much heavier all of a sudden) as her eyes began to adjust to her new surroundings. "Ugh," She groaned in a groggy tone of voice. "Where am I now? What is this place?"

An ominous, echoey tone of voice that sounded awfully familiar taunted. "You're not in your world anymore, Spider Mare. You're in our world now, a prisoner of a world the two of us have created. You'll see what we want you to see."

"What hidden terrors haunt every corner of your mind?" Another voice pondered, sounding a lot like The Vulture. "What is reality, and what is illusion? Can you tell the difference? I'll bet you can't, nopony's ever been able to outsmart these orbs of confusion before. They utilize the most powerful magic known to pony kind."

"Really? It's come to this, has it?" Spider Mare snorted as she stood up. "Trying to make me lose my mind? Well, you won't succeed! I'll fight you guys in any reality!"

But the first voice just replied. "Whoever said it was us you'd be fighting?"

Before the wall crawler had a chance to say anything further, she suddenly felt something brush past her! And then, what should her eyes happen to see but a very familiar looking red coated, black mane and tailed unicorn stallion with locks tall and stiff? His cutie mark depicted a glimmering jewel. And when the stallion's blood red eyes happened to see Spider Mare, he immediately became alarmed! "You!" He gasped and ran off! "Get away from me, monster!"

Spider Mare let out a gasp as she saw the stallion keep on running, herself being more or less pulled along for the ride as though she were in a trance! It was the robber who'd killed her Uncle Al, the robber she'd allowed to escape all those years ago. What was he doing here? Now?

Suddenly, the web slinger's thoughts were interrupted as she found herself facing down a location she hadn't seen in years! It was a warehouse on Manehattan's waterfront, one with a number instantly recognizable to her: 76. The same warehouse she'd once battled The Mane-Iac beneath.

This time, however, the warehouse appeared to be surrounded by royal guards. And Shining Armor could be heard barking out orders to them. "Secure the perimeter, men! Nopony make a move unless I say so! He's coming out of there one way or another, and when he does we'll be ready for them!"

But a voice suddenly rang out from inside the warehouse. "You'll never take me alive, you overgrown colt scouts! I've got hostages! If anypony comes near me, a hostage gets fried! Do you hear me?!"

"Name your price, stallion!" Shining Armor demanded! "Release those hostages and we promise you will not be harmed!"

"Never! I'm never giving myself over to the likes of you!" The stallion roared back! "And you can tell that to her majesty! Not even Celestia herself is gonna make me stand down!"


In a matter of what seemed like seconds, Spider Mare found herself inside of the warehouse proper. Sure enough, she could see several ponies from all three different species. All of them were tied down nice and tight, and their eyes were covered by blindfolds. The pegasi had their wings tightly tied, and unicorns had special inhibitor rings placed on them to prevent them from using any sort of magic spells.

Instinctively, the wall crawler moved towards the hostages since her first instincts were to rescue them and get them out of harm's way. But before she could get close, a sudden blast of electricity drew her attention!

"Well, what have we here? Looks like some pesky do-gooder sticking her nose where it don't belong," Said a voice, its owner soon revealing itself as a pony clad in a yellow face mask with matching sleeves for the arms and legs, with two metal gloves and a red jacket. His face mask had goggles and what looked like wire nets. "How fortunate... for me, that is."

"Shocker?!" Spider Mare gasped in disbelief!

"First time anypony's ever called me, but I like it: Shocker it is!" Shocker laughed in agreement, before shooting off another burst of electricity from his gloves, this one triggering a small explosion in some nearby crates. Soon, smoke filled the air as flames began to appear. "You here for the hostages, the big boss, or me?"

The web slinger groaned. "I don't have time for this!" She swung up towards the ceiling, soon spotting what appeared to be some kind of room on the second floor that was surrounded by windows. Quickly, she swung towards it and shattered one of the windows! "Ah-ha, here we go!" She pressed a button on a nearby panel that caught her eye.

Overhead sprinklers started to activate, pouring water onto the ground below. But then, suddenly, they stopped and reduced to just a trickle.

The wall crawling superhero had to resist the urge to groan. "Gotta find the leak in the pipes and fix it before this whole place blows!" She quickly swung back out through the broken window, looking all around until suddenly she saw a pipe off in a corner that looked like it was leaking water.

Shocker was quick to see what Spider Mare was doing, and fired off a burst of electricity. "Get back here, wall crawler! I haven't even begun to punish you, yet! Boss made it clear no one was to come in here but himself, the hostages and me. Now I gotta make an example out of ya."

Spider Mare replied by turning a knob on one of her gloves, then shooting off a small burst of webbing. "I don't have time to play games with you, Shocker!" She coldly replied. "Maybe this will teach you that electricity is not a toy." She then rushed to the pipe even as she heard the sound of Shocker screaming as his suit was overloaded via an electrical surge.

"My gloves! My suit! My powers! All gone!" Shocker groaned. "You're gonna pay for that, you pest!"

But Spider Mare ignored the remark, using her webbing to fix the pipe and restart the overhead sprinklers. She breathed a sigh of relief once they were fully activated and the fire had been put out. Then she turned her attention back to Shocker, pulling him close with her webbing. "Tell me where your boss is, unless you wanna see what it feels like to dangle upside down without the ability to pull yourself back up! Trust me, it ain't pretty."

A powerless Shocker whimpered. "Alright, alright! I'll tell you, just don't hurt me!" He pointed a hoof. "He's in the back of this warehouse, probably trying to plan his escape or something. He just needed me for extra muscle."

The web slinger quickly used her webbing to bind Shocker to the ground. "That wasn't so difficult, was it? Now you can just wait here while I take care of business. Don't worry, I hear Tartarus is lovely this time of year." Then she followed Shocker's instructions, quickly making her way to the back of the warehouse where she kicked down a door.

The red coated unicorn stallion gasped anew! "NO! Not you again!"

Spider Mare nodded and then said in an ominous tone of voice. "That's right, it's me, your worst nightmare. There's no escape for you now," She quickly rushed forward, shooting off a ball of her webbing to knock the stallion back. "You're gonna pay for what you've done!" While the stallion was still dazed, she picked him up. "I shouldn't have let you get away from me all those years ago! I'm gonna do what I should've done years ago!"

"No! Please! No!" The stallion desperately pleaded as he soon found himself all but dangling out of a window above the waterfront! "Look! We... we can make a deal! Whatever you want, it's yours! I'll go away forever! I'll do whatever you ask! I can pay you beyond your wildest imagination!"

"Do I look like the kind of pony who'd take a bribe from you?!" The wall crawler hissed as she loosened her grip. "It's all over for you!"

The stallion whimpered. "Please! Have mercy!"

Spider Mare could only shake her head. "I'll show you the same mercy you showed Uncle Al!" Her grip loosened further, ready to drop the stallion and be done with it. But then, in the back of her head a voice cried out. "No! It can't end like this! It won't bring Uncle Al back!"

Another voice insisted. "This isn't about Uncle Al! This is about doing what's right! This scumbag will just keep doing what he's doing if he's not stopped! He can't be allowed to live."

"This isn't how we do things!" The first voice insisted. "This is not being responsible."

"And since when did we care so much about responsibility?" The other voice coldly retorted. "Look where it's gotten us!"

The first voice just replied. "It's what separates us from the criminals and villains we take down. Let's not destroy our reputation now." And just like that, any urge Spider Mare might have had to get revenge faded.


"I remember now," Spider Mare said to herself. "I'm not a disgrace! I can't change the past, but I can change the future!" She stood up and looked up towards the sky. "I won't let anything stop me from doing what's right! That's who I am! Who I choose to be!"

Just like that, the entire illusion crumbled and shattered as another blinding flash enveloped the wall crawler. When it had faded, she looked down and saw both The Chameleon and The Vulture encircling a captive Black Cat! "Black Cat!" She cried in dismay! Quickly, she prepared to shoot out more webbing and activate her spider glider again.

But then, suddenly, the web slinger froze. No webbing would come out. "Huh?" She blinked in confusion and concern. Before she had a chance to react, she suddenly felt a sharp pain in the back of her head! She collapsed to the ground as she screamed!

Black Cat looked up, saw this, and immediately became alarmed! "No! Not now!" Frantically, he broke free of the ropes that held him captive, pushed past both supervillains and swung up towards his partner! "Honey! Honey, are you okay?!" He frantically asked as his tone of voice conveyed just how worried he was!

"No!" Spider Mare weakly replied as she panted. "Get away from me! I... I can't..." But her sentence was cut off before she could finish it as suddenly, she underwent a startling transformation! In a matter of seconds, her entire body morphed into that of a giant spider and her costume became torn in many places! When it was all done, she stood up and let out a ferocious roar!

Black Cat jumped back! "What?! Oh no!" It was just as Twilight had warned, Pinkie Pie had mutated into a monster spider! Black Cat could only hang his head as he lamented. "Why, Pinkie? Why didn't you listen to Twilight?"

Author's Note:

This is what the battle with Chameleon was foreshadowing all those chapters ago. Don't worry, Pinkie Pie's not going to stay mutated forever.

I decided to include The Vulture here because The Vulture is in fact the very first original villain created for Spider Man, appearing very early into the original Amazing Spider-Man comics run.

The bulk of this chapter is based loosely on the Spider-Man 2 movie video game in 2004, both the console/PC version and the PSP version.