• Published 1st Nov 2022
  • 3,968 Views, 289 Comments

Ultimate Spiders and Magic: Episode V "Neogenic Nightmare" - Maximus_Reborn



The horrifying Man-Spider is terrorizing Canterlot City, and the Rainbooms try to take it down. However, they are quickly overwhelmed, leaving Fluttershy to team with the Wolverine and Kraven the Hunter. Can they survive the night and restore Peter?

  • ...
6
 289
 3,968

Ch. 1: "Interconnection and Manifestation"

Chapter One “Interconnection and Manifestation”

Ditzy obliviously rocked in place, humming while Aria rolled her eyes. Trixie energetically nodded before stepping onto the top of the table. “You should have seen it! Parker came off like a man possessed. I’ve never seen him act so aggressively,” she exclaimed, pausing to shrug her shoulders. “Then he ran off. I haven’t seen him since.”

Aria crossed her arms, frowning as her gaze lowered. “Ever since the end of the Friendship Games, he’s really been on edge. It’s gotten so bad that he’s practically jumping at his own shadow.”

“Maybe he’s hungry?” Ditzy innocently questioned, reaching into her backpacket before retrieving a small blueberry muffin from within. The sweet fume exuded from the open pocket while the blonde tilted her head to the side. “I made him a fresh batch. Hopefully he doesn’t miss out on it.”

Snorting involuntarily, Aria shook her head while her face twisted. “That’s another thing. He’s eating way more than usual. I mean, even for him.” A sensation coursed through her chest, causing the siren to shudder involuntarily. Her stoic demeanor faltered, evident by her lowering shoulders. “I don’t like it.”

Trixie huffed, waving a hand dismissively. “Speak for yourself. I almost prefer him not to be a total doormat. The Great and Powerful Trixie could use a minion with some grit.” She glanced to the side at Snips and Snails, groaning as both boys raised their arms and attempted to flex their muscles. They strained to hold their respective poses before collapsing in place, rubbing at their sore and slim arms. Trixie could only exhale as her frown deepened. “Ugh! At least Parker does compensate for his lack of muscle with intelligence.” Like lightning to a rod, a realization struck Trixie’s mind with force as her eyes widened. “Ah! Trixie’s nearly forgotten her Physics assignment! Parker hasn’t been around to assist me with that!”

As Trixie reached for her phone and pecked at its screen aggressively, Ditzy lightly hummed. “Oh. Peter hasn’t been picking up his phone either.”

“What do I even pay you for, bumpkins?!” Trixie exhaled, clutching at her phone until she groaned in protest.

Stammering, Snips blinked dumbly. “Are we actually getting paid for this?”

Snails glanced to the side, scratching a finger through his messy hair. “Not that I’m aware of.”

Trixie’s brow twitched violently before she threw her hands high over head. “Stop gawking, you bumbling buffoons!” She pointed a finger past the pair, huffing sharply. “Go find Parker this instant!”

Snips and Snails hastily turned, slamming into each other before eventually departing the scene. Aria dismissed the scene with a shrug. “Well, I’ve noticed that Peter seems to answer his phone only for his job.” Her brow furrowed as she tapped a finger against her forearm. “I’ve even noticed that his mood completely sinks when he makes it home. There’s something going on there that’s causing him to stress out.” Pausing, Aria turned her attention to the blonde. “What do you think, Ditzy?”

No answer was given as Ditzy chewed upon the muffin she had originally made for Peter, humming obliviously. She soon felt Aria’s gaze fixated on her mid-chew, pausing to share a glance. “Huh?”

Exasperated, Aria slammed her hand over her forehead. “Never mind.”

Before anyone could respond further, Sunset steadily approached the group with a sharpened gaze. Ditzy waved to the redhead, blinking upon settling her line of sight on her heavily bandaged hand. Trixie seemingly remained oblivious as she continued to peck away at her phone. Once a few feet away, Sunset focused solely on Aria while her back faced the others. Yet, the siren seemed disinterested, apparent as she dismissively scratched a finger behind her earlobe.

“Can we talk alone?” Sunset questioned, rubbing at her sore hand.

Aria huffed, glancing at the redhead from the corner of her eyes. “Whatever you’ve got to say can be talked about in front of everyone else.” Huffing, the siren turned her head away. “I can barely tolerate you with everyone around. What makes you think I want to be alone with you while you’re in such a mood?” A bemused glare formed on her features as she shrugged. “I normally wouldn’t mind feeding on your negativity, but I like you so little that I’d rather starve than have any part of you in me.”

Trixie blinked, alternating her gaze between the girls as they glared at each other. “Did, um, Trixie miss something?”

“Oh, these two are always like this. They just keep it to themselves whenever Peter is around,” Ditzy clamored matter-of-factly, raising a finger objectively.

Blinking, Trixie frowned before forcefully clearing her throat. “Of course. Trixie was aware of that. It’s just not my place to pry.”

Ditzy’s eyes softened as she edged closer to the redhead. “How’d you hurt your hand?”

Sunset lowered her hand behind her back, forcing a smile. “It’s nothing. I was just a little clumsy.” Sobering, Sunset’s brow lowered until her gaze matched that of a glare as she shifted her focus back onto the siren. “Fine. I’ll just ask you. Are you manipulating Peter?”

“Huh?” Ditzy clamored, tilting her head to the side.

Trixie soon mirrored the blonde’s reaction, arching a brow. “I beg your pardon?”

Aria scoffed as she stood from her seat, marching until she was mere inches from Sunset. “You’ve got some nerve. The guy has an attitude, and you automatically assume that I’m the cause of it?” Inhaling deeply, Aria released a harsh sigh from her mouth. “I still feed on negative emotions, but I can’t control a person anymore. You and your friends made sure of that.”

Taken aback, Trixie awkwardly glanced to the side. “Is this an A-B conversation because I can see myself out…”

Ditzy hummed, raising a finger. “I thought it was make like a tree and leave?”

“Matter of fact, Peter is comfortable talking with me about his issues, but he still keeps you out of the loop. I wonder why that is?” Aria harshly stated, growling under her breath.

“So you admit that you can take advantage of him whenever you want?” Sunset declared, causing Aria’s glare to deepen. Sunset held her stance.“You two are living together, and he hasn’t been the same since.”

Blinking, Aria pointed a finger at the redhead. “The same? Stop talking like you know him and projecting! Out of everyone here, you hang with us the least, and half of your friends don’t have a good thing to say about him!” Raising her hands defensively, Aria scoffed while easing back into her stoic demeanor. “Look. He’s been on edge lately, and I couldn’t tell you why. Even if I could, I wouldn’t tell you spit. Use your own head for once, or did you forget about your little epiphany during the Friendship Games?”

Sunset reached out, snatching Aria by her collar. “You watch your mouth,” she growled, causing both Trixie and Ditzy to wince in response. However, the siren’s expression had not shifted from its stoic form. After what seemed like an eternity, Sunset frowned while glancing to the side. As if realizing her error, the girl relinquished her hold and let out a low sigh. “What am I even doing? You’re right. I’m sorry, Aria. I’m not the best at showing it, but I am really worried about Peter.”

“At least you’re trying, so I’ll let it slide this time,” Aria muttered, turning before departing the vicinity. Her eyes softened as she gazed skyward. “And as for Peter? That makes two of us.”


Spitfire’s brow twitched as she eyed the golden medal in her lap. “You’ve got to be kidding me.”

Otto nodded, oblivious as he alternated his gaze between a pair of vials as the contents within boiled. “Why, yes. Principal Celestia insisted that I deliver it to you personally. She says it found its way back into her office three times.”

“I keep giving it back because I don’t want it!” Spitfire barked, shaking her head. Slamming the trinket down onto the nearest table, the woman’s face twisted with disgust as she held out her hands objectively. “I wasn’t a part of the games, and it’s condescending that they give me a medal of all people!” She smacked the arm of her wheelchair repeatedly, exasperated. “I’m handi-capable and all, but I don’t need anyone patronizing me!”

Smirking, Otto took hold of a pencil before etching notes onto the nearest pad. “You sound like Peter. He’s been beside himself ever since the students were given those medals.” The man pointed the end of his pencil to the side, aiming at a metallic object stuck to the side of a cabinet. “He even went so far as to turn his into a magnet out of spite. Needless to say that Twilight didn’t appreciate it when he bolted it to her locker. Now she can’t seem to remove it.” Stifling his own laughter with a cough, Otto’s lips trembled as they struggled to remain straight. “Nevertheless, I was quite surprised how colorful young Twilight’s vocabulary could be.”

Spitfire chuckled under her breath. “I’m actually glad to hear that I’m not the only one who felt this way. I mean, when I competed, we got creamed by Crystal Prep, and I still wouldn’t want a handout.”

“As a scientist, it is only natural that Parker is a man of pride and merit,” Otto declared, nodding slightly. Suddenly, the door to the room swung open before a being staggered into the vicinity. Otto shot up from his seat, furrowing his brow, but he inhaled sharply once the image cleared, revealing Peter collapsing to the floor. The man ran up to his pupil as he laid prone in a fetal position, clutching at his eyes. “My word! Peter!” he exclaimed, pausing upon catching sight of his student’s fangs and glowing crimson eyes. “Egad! It’s spreading faster than I thought.”

Spitfire rolled to their position, attempting to peek over Otto’s shoulder. “What’s going on? Are you okay, Pete?”

Otto raised an arm, attempting to shield Peter’s face from the woman’s viewpoint. “You must keep your distance, Miss Spitfire. Peter is not well.”

Peter shook his head, holding a hand over his eyes. “Spitfire already knows, Doc. She’s fine.” The statement seemed to have calmed Otto, evident by his lowered shoulders. Slow to respond, Otto blinked upon sharing a glance with Spitfire. However, Peter continued to hiss under his breath, freeing Octavious from his self-induced trance. Peter strained as he slurred. “ Everything’s… spinning. It’s the light. It’s so bright. I can barely see straight.”

“Photophobia?” Otto questioned, furrowing his brow before gently removing his thick shades from his own face. He offered the eye wear to the young man, prompting him to accept the gesture. Otto hummed, furrowing his brow as he rubbed at his chin with a hand. “No. I know for most spiders, light disorients their natural sense of direction. It’s just another side effect of your growing mutation.”

Spitfire shook her head and lifted Peter’s shades briefly, revealing his crimson irises before dropping them back into place. “Mutation?” she questioned, wincing upon catching sight of the young man’s fangs. “That explains why you were acting weirder than usual in P.E. Are you okay?”

Peter groaned, pulling himself to a chair before lowering into a slouched position. “Bad question, Spitfire.”

“Well, tell me a good one to ask. I’m a tech-geek, admittedly. Biology isn’t my forte,” the woman groaned with a furrowed brow. Glancing to the side, Spitfire turned her attention towards Dr. Octavious as he retook a seat at the table across the room. “What’s going on with him?”

Otto etched more notes onto the paper, trailing off as he chewed on its eraser. “I’m in the process of deciphering that. From what I gather, the spider that bit Peter was an experiment of Oscorp’s, and its DNA signature was laced with well over a dozen variants of arachnids and radiation.”

Radioactive spider blood?” Spitfire questioned, crossing her arms. “Something like that should have affected him way sooner. Sure, it absolutely did, but why are the physical things happening now?” Stammering, Spitfire tapped a finger against her thigh. “Is his blood really radioactive? Why didn’t this just kill him from the get-go? I’m sure radiation would kill a normal person or leave them heavily deformed?”

Easing into his seat, Otto turned his chair around until he faced the woman and boy. “That is a great question. I asked myself the same thing. I’m certain Peter’s age has a lot to do with it as well as other stipulations.” He waved a finger objectively, nodding. “A normal teenager’s body is already undergoing such drastic changes, physically and psychologically. In Peter’s case, adding such changes is just par for the course. As far as his body can recognize, this is just normal development, and even then, he is extremely fortunate.”

Pursing her lips, Spitfire glanced to the side. “Hey, Pete. How did you feel the day you were bitten by that spider?”

Peter straightened the large shades over his face, humming briefly. “I mean, the bite did hurt like hell and left a golf ball sized knot on my hand. I ended up just going home after that. Outside of a fever, I was fine.” He held out a hand, waving it. “When I woke up, everything was fine. Well actually, I went to the doctor, and they said I was dying. My aunt and uncle thought I was having an allergic reaction. So we went back the next day, and everything had checked out. My hand had healed and everything else was… better.”

“What do you mean?” Spitfire asked, arching a brow.

“He adapted,” Otto reaffirmed, etching a line onto the pad. “His body accepted the change. My original hypothesis was correct. He very well could have died, but Peter prevailed in the genetic lottery.”

Slow to respond, Peter huffed. “Exactly. I was better. I didn’t need my glasses anymore, and I put on thirty pounds of muscle overnight. The only drawback was that my senses were cranked up to eleven in comparison. Those first couple of days were rough, but I managed to tune everything out until I could get a grip.”

“Just as I thought. Metamorphosis,” Otto whispered, turning the knobs underneath the vials until fumes steadily escaped from the boiling contents. “To further cement my point, if Peter were any younger or older when his body was not in mid or post development, I fear he would not have survived the process.” He trailed off, furrowing his brow. “Just like the day that the spider bit him, his DNA is evolving at a rapid pace. Now it is entering the second stage: manifestation. The spider’s genetics are beginning to overlap that of your human biology.”

Peter lifted his head while holding his hand out. “Is there anything that can be done, Doc?”

Clearing his throat, Otto nodded. “You are to go home and rest, my boy. Because you were generous with your blood samples, I was able to pinpoint your DNA signature before…” he hummed, trailing off as Spitfire’s eyes began to glaze over with a mixture of confusion and bewilderment. The man stammered about briefly before straightening his posture. “I will spare you the details for now. Just know that I am in the process of creating a serum that will stabilize your condition. It will prioritize your human genetics and amplify them with the spider-DNA instead of overwriting it.”

“How long until it’s ready?” Peter questioned, his posture lifting from its slump.

Otto reached into his pocket, retrieving a second pair of shades. “Just a little under forty-eight hours.” Using a cloth, the man wiped all dust from the eyewear before placing them over his face. “Until then, I suggest you go home and simply rest. Once the formula is ready, I will come to you and administer it personally. I would have you wait here, but with young Twilight Sparkle working, we wouldn’t be able to conceal your secret. I’d say return here tomorrow.” Pursing his lips, Otto haplessly shrugged. “I’ll get in touch with Twilight and have her stay at my home with my wife. We can say that the lab is under renovation and we get your situation under control.”

Before anyone could respond, Spike eased out of Twilight’s room and yawned, stretching his limbs. He soon paused upon glancing at the trio with a sleepy gaze. Suddenly, the dog’s eyes widened as a dangerous scent entered his nose, sending his mind into an upheaval. All friendliness left Spike’s demeanor as he snarled and barked madly at Peter. He charged forth, ready to pounce on the young man, but Otto casually reached out, capturing the animal in his arms before he could reach Peter.

“Case in point,” Otto nonchalantly declared, easing the dog back into Twilight’s office before shutting its door behind him.

Just as Peter stood, Spitfire reached up and gently placed a hand over his shoulder. “How about you head home in costume? Makes hiding what is happening to you a little easier. I can escort you home if you’d like?”

“No thanks. I’ll be okay,” Peter mumbled, walking into the nearest room behind everyone’s position. Near instantly, he sped out in his full heroic attire and skidded to a halt upon reaching the exit door. Peter straightened his mask and held a hand over his throbbing forehead, exhaling as his lenses squinted. “I originally made the suit to help dial back my senses, but it feels like it's not enough now. If my senses were cranked up to eleven, I can say they’re dialed up to thirty by now.”

Otto huffed, turning his attention back to the vials. “Which is why I stand by my previous statement. Go home, Peter. I promise that you will see the light again at the end of this dark tunnel.” Once Peter seemingly nodded and exited the building, Otto sobered while caressing his temples with his fingers. He scrolled through the notes written on the page over the table before nodding. “Just weather the storm as best you can, my boy.”


Fluttershy inhaled deeply before letting out a low sigh. As her teacher briefed the class on tomorrow’s assignment, the girl sat with her attention centered on her open diary. She steadily sketched a pair of images alongside each other. One was of Spider-Man standing upright, and the other was of the man that fought by his side at the Friendship Games, resembling Captain America to a degree. Images flashed throughout Fluttershy’s mind as she recollected that night, separating from her friends momentarily to catch a closer glimpse of the stranger as he dealt with the monster Twilight summoned.

Blinking, Fluttershy hummed inwardly as she added details to the man’s beard on her sketch. “I still can’t believe that Spider-Man wants to go to the dance with me. I have no idea who he is,and I hope he has enough time to spare. He does go to Canterlot High.” She paused, lifting her gaze briefly before resting her chin in the palm of her hand. “Twilight has said that she married Spider-Man in her world, and the one that came here wasn’t the same as hers. But could they still be the same person? What would he even look like?

She trailed off as a realization came into mind, evident by her lowered brow. “Wait.” The girl shifted her line of sight to the side, narrowing her gaze on the doodle of the older Spider-Man. With a furrowed brow, Fluttershy frowned. “Twilight did say that her Spider-Man didn’t have a beard. So I wonder… ” she whispered, taking her pencil in hand before lowering its eraser. The girl slid the plastic over the sketch repeatedly until a detail had been erased. Soon afterward, Fluttershy’s eyes widened at the image of the other Spider-Man without his beard. Nodding, she etched onto his short hair and increased its length ever so slightly. The girl inhaled sharply. “But that’s…!”

The image soon resembled a fellow classmate, specifically that of a friend of Sunset’s. “Peter Parker? Is that right?” Lifting her gaze, Fluttershy looked around to ensure nobody had accidentally heard her. Once in the clear, the girl pursed her lips while staring intently at her sketches. “Peter is about the right height. Could he…?”

The school bell chimed, freeing the girl from her self-induced trance. As the surrounding students stood from their seats, Fluttershy hastily closed her diary before tossing everything into her backpack. Once enough of the student body had departed from the classroom, the girl slowly exited as well with her hands clutching at her bag’s straps. Her thoughts ran rampant, recollecting the last conversation she shared with the masked vigilante. His poise was awkward yet modest, in spite of his heroic nature, and Peter’s demeanor was practically the same, revealed when he folded upon meeting Rainbow and the others.

Fluttershy shook her head, freeing the images from her train of thought. “I-I have to be sure.” Nodding inwardly, the girl shifted into a light jog as she traversed through the hallway. “I’ll talk with him and find out.”


The moon rose amidst the dark sky as everyone began to settle into their abodes. Peter crawled into the sanction of his bedroom through the window, collapsing to the floor afterward. He clutched at his sides, groaning as his hands rubbed feverishly over the knots protruding. Slowly but surely, Peter managed to drag himself across the floor before tossing himself onto his bed.

Sinking into the mattress, the young man removed his mask and tossed it to the side. His thoughts faded in a blur while his cranium buzzed uncontrollably. Try as he might, Peter’s bloodshot eyes fluttered shut before he steadily yielded to unconsciousness. However, like lightning to a rod, a bolt of pain shot through his midsection.

Peter rolled off the side with his arms clutching at his sides, tumbling to the floor. He groaned, shaking his head madly as his voice grew distorted. Suddenly, a pair of appendages ripped their way through Peter’s costume, revealing a pair of arms. Before the young man could respond, another set of limbs jettisoned into sight, and Peter stood, slack-jawed as his six arms flailed about madly while knocking over everything in their range.

His breathing grew erratic as he stumbled across the room. Sweat poured from his forehead as a tearing pain seared through his skull. Soon, an exoskeleton protruded from the upper and lower half of his cranium. Peter burst into the bathroom, knocking the door off its hinges, but he pressed on, reaching the sink. All six of his arms clutched at the washbowl, ripping the marble piece from its foundation before crushing it to shards in his grasp. Just as he lifted his gaze into the mirror, a horrible sight stood within the reflection. Dark hair grew over his skin as the bones in his body shifted.

“No!” Peter screamed as everything faded to black, his cries falling to pure anguish. “Noooo—!!!”

To be continued…