• Published 8th Mar 2013
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MLPU: The Amazing Spider-Mare - TheInvincibleIronBrony

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First Encounter

Cheerilee awoke with an incredible headache. Her eyes drifted in her sockets as she groaned. Her body ached all over and she felt as if she had been stretched like a rubber band. She didn’t have the slightest idea where she was, but the first thing she noticed was the incredibly wretched smell that made her stomach twist like a pretzel. It smelled like rotting meat. There was an unsettling metallic taste in her mouth that Cheerilee couldn't quite identify, but was still vaguely familiar to her.

She slowly craned her head around in an attempt to take in her surroundings, the dingy lighting making it difficult to see any real details. It slowly dawned on her that she was someplace underground. along the walls she could barely make out some old graffiti.

Where am I? she wondered, as she slowly pulled herself to her feet, trying her best to orient herself. A large clump of...something caught her eye. She slowly hobbled towards it, Doing her best to keep her balance despite the fact that she was dizzy. The smell seemed to be emanating from it, as it became stronger the closer she got. She could barely make out that it was some kind of dead body, but she couldn't be sure, given the dingy lighting making it nigh on impossible to make out any details.

Cheerilee felt her stomach twist when it finally dawned on her what it what it was she was looking at.

It was a pony.

She let out a silent scream, too overwhelmed by the horrifying sight of the half-eaten pony in front of her to make a sound. She put a hand to her mouth reflexively. Her eyes grew wide with abject terror when she felt something crusty and sticky around her mouth. She finally understood what the horrid metallic taste in her mouth was. It was blood. She pulled her hand away to see what it was coated in a thin layer of dried blood.



“Oh dear Celestia,” she whimpered, her voice a mix of shock and terror as the memories from last night came trickling back in fragments, but they weren’t hers. They belonged to that creature that dwelled deep within her. She sat there crying, unsure of what to do, her mind seized with the fear that if she tried to move, the monster she knew lurked inside of her might break free.

Hello... A voice whispered in her ear.

Cheerilee whipped her head around in the direction of the voice, only to see empty air.

“W-who’s there?” she croaked, scared and confused as to where the sound was coming from.

Over here... the voice hissed again. Cheerilee once more looked in the direction of the voice. Nothing. Just more of the deserted train station. Cheerilee curled up tighter, her eyes darting about wildly as the voice started to snicker.

Sssilly mammal... the voice chuckled, sounding like some sort of dragon. Ssso weak and helplesss. Just like the ressst of them. Only good for eating.

“L-leave me alone...please...” Cheerilee whimpered, covering her right ear with her hand in an attempt to block out the sound of the laughing voice. However, instead of muffling the tortuous sound, covering her ears only seemed to make it louder.

“It’s in my head!” she whimpered, only to be greeted by more laughter.

Oh of course I am. Asssss I sssaid before, I’m your greatesst creation, The voice cackled, seemingly taking glee from watching her suffer. Now, time to ssseee me in all my glory yesss? All of a sudden, Cheerilee’s legs started to jerk of their own accord, and she found herself stumbling over towards a puddle of filthy water.

Now take a look and sssee the wonderful thing you have created, the demonic voice ordered, and Cheerilee fell forward, landing on her hand and knees as her head looking down at the puddle. She closed her eyes tightly in an effort to regain some of her lost control. She felt one of her eyes being pried open and next thing she knew, she was staring at the reflected image of a massive Komodo Dragon like monster smiling back at her.

“Oh...” Cheerilee choked, reaching a hand up to her face to make sure she was still a pony. She felt the soft, albeit blood stained fur of her face and felt a slight sense of relief. The reflected image repeated the motion, albeit with a malevolent smile on it’s face.

“Sstill trying to fight me aren’t you?” The reflection laughed, seemingly amused by her suffering.

“P-please...l-leave me alone...you’re a m-monster...” Cheerilee replied, her voice nothing more than a barely audible whisper.

The lizard monster rolled its eyes before looking back at Cheerilee. “No. Don’t you get it? We’re one and the ssame. Ssame body, ssame mind...except I am the better, ssstronger creature. Sssoon, I’ll have full control...and then...all you sssilly little mammals will be nothing more than dinner for me and my kind. Won’t that be fun?”

“Shut up!” Cheerilee cried, slamming a hand into the puddle and causing the reflected monster to disappear in a splash. Panting, Cheerilee stumbled back away from the puddle, once more in control of her body. Dragging herself as far from the puddle as possible, she hunkered down in the corner again, rocking herself back and forth gently. She noticed that the voice was no longer whispering in her head, and let out a quiet sigh of relief. Her eyes drifted back down to look at her hooves again. They were still caked with dried blood. She looked back towards one of the dirty puddles that littered the inside of the station. I have to wash this off...now... she thought, hobbling over to one of the puddles and started to scrub the dried blood off her hand and off her face. After some half-hearted scrubbing, she dragged herself back to the corner again with the sound of the splashing and shouting getting louder. Her exhausted body went slack and she felt herself slowly slipping away.

Sleep...I need....sleep... was her only thought as her eyes finally closed and everything went quiet.

Unbeknownst to her, the sound of splashing feet and shouting could be heard coming down the tunnel.

///////////////////////////////

Scootaloo looked at her friend in the eye with a deadpan look. "No,” she said simply.

“Oh come on Scootaloo. It’s not that bad,” Dinky said, taking the piece of paper that she considered a masterpiece.

“I’m not wearing that. I’ll look like a disco ball,” Scootaloo argued, pointing at the drawing. The drawing in question was something Dinky had drafted up the night before, after she had gotten home. It looked like somepony strapped on a random costume, swam in glue and then rolled in glitter. Scootaloo had taken one look and thought it was a joke.

“Well then what are you going to wear?” the unicorn huffed, looking somewhat dejected.

“Look, Dinky, why do I have to have a costume?” Scootaloo asked. Ever since last night at the diner Dinky had become obsessed with going all out. Costumes, secret identities, catch phrases and she was even talking about a Spider Cave. Scootaloo had shot down the last one as soon as it had come up.

“Because you have to keep your family safe. If every crook in Manehattan just knew who you were your aunt and the twins would be in a lot of danger,” Dinky explained, her expression serious.

Scootaloo raised an eyebrow. "Ya know, maybe you should have gotten the powers. You’re having way more fun with this than I am,” Scootaloo said, shaking her head and leaning back slightly. Dinky gave her a pouting look that made her cringe. “Okay fine I’ll wear a mask, but that’s it alright?” she relented.

“But you have to cover your fur too. It’s a dead give away,” Dinky said, pointing at the orange coat covering Scootaloo.

Scootaloo groaned and flopped onto her bed in frustration. “Okay, fine, I’ll wear a costume,” she conceded. Dinky smiled. “But not that one,” Scootaloo added, pointing at the paper in Dinky’s hand. “What does glitter even have to do with spiders anyway?” she asked.

“Well some tropical spiders are very colorful,” Dinky explained, crossing her arms.

“Colorful and glowing like the sun aren’t the same thing,” Scootaloo replied wryly. Dinky simply glared at her.

Scootaloo was about to retort when the door to her room burst open, making both fillies jump, as Pinkie Pie let herself in. “Hey girls! If you get hungry let me know, I’ll bring something up for you,” she told them, seemingly oblivious to their shock.

“Holy crap Pinkie, you gotta knock,” Scootaloo said, quickly recovering from the pink mare’s unexpected appearance. “You scared the hay out of us.”

“Oopsy. I’ll be sure to...” Pinkie’s voice trailed off as she caught sight of something on the floor. In her fright Dinky had dropped her costume design. Pinkie picked it up before Scootaloo or Dinky could grab it. She raised an eyebrow, obviously curious as to what the design was for.

“Wow that’s a lot of sparkles...” she said, “What’s it for?” she looked towards Dinky and Scootaloo expectantly.

“Uh... that’s a design for a Nightmare Night costume,” Dinky said weakly. Scootaloo rolled her eyes at the lame explanation.

Pinkie eyed the unicorn for a minute. “Isn’t it a little early in the year for making Nightmare Night costumes?” she asked suspiciously, her eyes narrowing slightly. Dinky started to fidget, her nerves obviously starting to fail her.

“Oh well ya know, if you don’t start planning early a good costume won’t get done in time,” she explained.

Pinkie gave her a hard look for a minute, eyes narrowing even more, causing Dinky to sweat. “Makes sense to me,” Pinkie all of a sudden sang, smiling broadly. “If you guys need costumes though, I’m pretty sure there’s some old carny stuff in the attic somewhere,” she said, exiting the room.

Dinky stared at the door way in bewilderment. “Is she always like that?” she asked, turning to Scootaloo.

Scootaloo was silent for a moment, her face just as confused as Dinky’s. “Kinda,” she answered finally. “Now let’s go check out that carny stuff,” she said making her way to the door.

“Seriously? You’ll wear carnival costumes from, like, twenty years ago, but you won’t even consider my idea?” Dinky asked, obviously annoyed.

“Pretty much,” Scootaloo replied. “Now come on. Let’s get this over with,” she said begrudgingly as she led her friend up to the attic.

“So which box is it?” Dinky asked, looking around the clutter that surrounded them.

“Not sure. I don’t really come up here too often. Just to get my tools when something needs fixing,” Scootaloo explained.

Dinky looked at her impressed. “You’re a repairpony?” she asked amused.

“Well yeah, there wasn’t anyone I could go to to fix my scooter when it needed new wheels or something, so I figured out how to do it myself,” Scootaloo explained as the pair started going through boxes. “Next thing I know Uncle Carrot has me fixing the kitchen appliances whenever something got weird,” she finished.

“Wow. That’s pretty cool. Wish I could fix electronics. That’d make things alot easier whenever the mixer breaks down at the lab,” Dinky commented.

“Maybe I should take a look at it,” Scootaloo suggested jokingly.

“That’d be awesome actually if you think you can figure out the mechanics in a crystal mixer. Not exactly a household oven,” Dinky teased.

“Well if it’s just having trouble mixing chemicals properly you might need to replace the synthetic crystal. However it could also be a chemical leak. If any of the mixes got into the interior circuitry it could mimic a dying crystal,” Scootaloo rattled off while pushing more boxes aside.

Dinky looked at Scootaloo in shock, ignoring the box in front of her. “Wait where did you learn that?” she asked.

“Rainbow Dash,” Scootaloo answered. Dinky’s jaw dropped.

“The Rainbow Dash? Of Dash Industries?” Dinky asked, her eyes wide.

Scootaloo shook her head. “Well, not directly, I just kinda followed a lot of the stuff she invented,” she explained.

“Why?” Dinky pressed.

Scootaloo stopped searching for a second. “Because she lost her wings too,” she said bitterly, before turning back to the boxes.

“Oh. Umm... sorry,” Dinky apologized. She hadn’t meant to strike a nerve like that. She resumed their search until she saw a box marked Carnival stuff. “Hey I think I found it,” she called out. She started opening the box as Scootaloo came to join her.

“Yeah that’s it,” Scootaloo said as they looked at the contents. It was full of clothes in every color. There was a rainbow colored clown costume and another that looked like it was supposed to be a giant green bird of some kind. “Woah,” Scootaloo said as one outfit caught her eye. “That’s not bad,” she commented, pulling out a stretchy red shirt with blue sleeves. She kept digging around and eventually found a pair of matching blue pants and a set of red booties. She stood up straight and held the outfit over her body. “What do you think?” she asked Dinky.

“I’ve seen worse, but what about a mask,” she said as she started digging through the box. “Oh, here we go,” she chimed, pulling out a red mask. It looked like it was made from a different material, but Scootaloo smiled and took the mask.

“This’ll do. Let’s see how I look in it,” she said as she began to get dressed.

//////////////////////////////////////////

Featherweight whistled as he walked down the street in the direction of the bakery. As he entered he heard a bell tingle above his head.

“Pinkie can you go see who’s here,” Featherweight heard a voice say from where the kitchen was.

“Okie Dokie Loki,” a much cheerier voice replied. A moment later a bright pink mare with a poofy mane and tail came bouncing out of the kitchen. “Welcome to Sugar Cube Corner, how may I help you?” she greeted happily, grinning from ear to ear and leaning uncomfortably close to him.

“Umm... I’m actually looking for Scootaloo,” he replied, somewhat taken aback by the excited pony behind the counter. “I’m a friend from school. Featherweight,” he introduced himself, holding out a hand to shake.

Pinkie’s eyes lit up at the introduction. She grabbed the young stallion’s hand and shook it violently. “It is great to finally meet you Featherweight!” She shouted loud enough for the whole house to hear. In that moment chaos reigned. Cup Cake appeared in the doorway to the kitchen, a curious look in her eyes.

Next the twins appeared at the top of the stairs leading to the actual house area. They were giving Featherweight a questioning gaze. The pegasus was beginning to feel uncomfortable. He was about to speak up when he heard a loud thud from further up in the house.

“OW!” he heard a familiar voice shout in pain.

“Scootaloo be careful,” he heard Dinky’s voice join in, as the two young mare’s footsteps drew closer. Dinky and Scootaloo came down the stairs in a hurry just a few moments later.

“Hey Featherweight,” Scootaloo said rather awkwardly, waving at the colt.

“Scootaloo,” Dinky hissed at her friend, jabbing a finger at Scootaloo’s hand, where she wore a red glove.

Scootaloo’s eyes widened and removed the glove and set it on a table. “Anyway, what’s up?” she asked, looking at Featherweight.

“Uh... I was just coming by to hang out,” he said, still trying to shake his nervousness. He wasn’t used to being the center of attention and it was a little off putting. “So what are you guys up to?” he asked, hoping to move somewhere a little less... watched.

“Oh we were just thinking up costume ideas for Nightmare Night,” Dinky answered.

“Isn’t it a little early in the year for that? Like six months too early?” he inquired.

“We’re just getting an early start,” Scootaloo said.

Pinkie all of a sudden interjected. “Scootaloo are you going to model some costumes for your-” she was interrupted by the glove Scootaloo had been wearing a second ago smacking her in the face. The twins and Dinky giggled while Aunt Cup rolled her eyes at Scootaloo. Featherweight looked a little alarmed as he gave Scootaloo a quizzical look.

“It’s a mare thing,” she answered, looking at Featherweight.

Pinkie glared at the pegasus mare. “You didn’t have to throw anything at me,” she said throwing the glove back at Scootaloo playfully.

“Anyway, me and Dinky sort of have plans for today,” Scootaloo said, awkwardly, taking the glove and setting it on the table. “Sorry,” she said apologetically.

“It’s cool,” Featherweight reassured her, waving a hand. “I’m happy to see you moving around,” he said smiling. There was another awkward pause between the group of ponies, with the twins still staring at him intently. Pinkie Pie and Aunt Cup looked at him as well. Featherweight shifted in his seat slightly before getting up.

“Well I guess I better get going,” he said making his way to the door. “Oh and if your costume needs any repairs, let me know. I’m pretty good with a needle,” he told Scootaloo as he exited, the bell of the door tingling again.

“He’s cute,” Pinkie teased once the door closed again.

“You want me to throw this at you again don’t you?” Scootaloo asked threateningly, holding up the glove.

“Oh no, the glove of doom,” Pinkie mocked, feigning fear.

“Alright, that’s enough,” Dinky interjected. “Come on let’s go get ready,” she said pushing Scootaloo towards the stairs.

“Where are you two going?” asked Cup Cake curiously.

“We were gonna go check out a movie,” Scootaloo said as she followed Dinky upstairs.

“Alright, but try to be back before dinner,” Cup Cake called after her niece.

“Sure thing Auntie,” the young pegasus responded.

/////////////////////////////////////////////////

Cheerilee awoke with the same headache from before. Her body still ached and she felt as if somepony had used her for boxing practice. As she sat up she noticed she was no longer In the abandoned train station, but rather on a very uncomfortable cot in what looked like a prison cell. She didn’t know how she’d gotten there and her pulse began to quicken as panic set in again, her mind concocting all sorts of terrifying scenarios, all involving that lizard like monster. She curled up into a fetal position atop the cot, hoping against hope that none of what she had imagined had actually happened. The sound of footsteps once more caught her ears and she tensed up, fearing the worst.

"Hello?” she called out meekly. "Is anypony there?” she asked desperately. "Please...stay away...I'm d-dangerous..." She whimpered. A unicorn police mare appeared, trotting towards her apprehensively.

"Please remain seated where you are ma'am,” the officer requested. Cheerilee simply nodded in response, curling a little tighter as she watched closely as the mare pulled out a set of keys from her belt and made to put them in the lock.

Cheerilee's eyes widened when she realized what was going on. "No stop, you have to leave me in here!” She pleaded, rushing to the cell door to push the officer away.

The unicorn jumped back at the sudden act and grabbed her gun off her belt with her magic. “Ma'am, step back, now!” she demanded.

“Please just listen. I’m dangerous. You need to keep me in here,” Cheerilee begged, a frighteningly familiar tingling sensation starting to become evident in the stub of her left arm.

“You need to be processed, ma'am, now step back!” the mare repeated.

“No, no, no, just leave me in here. I don’t want to hurt anypony else. I-I...” Cheerilee began to hyperventilate, falling to the ground as her vision began to swim. Her world began to fade out to the sound of the police mare’s panicked shouting and the cell door bursting open.

Thought you could contain me did you? The Lizard hissed in her mind, a hint of demented pleasure in its voice. A futile effort. The hunt will be good tonight.

Cheerilee felt the familiar sensation of the transformation stretching and warping her body as the world around her faded out and she felt herself lose control of her body.

////////////////////////////////////////////

“Stop running!” Scootaloo shouted after the stallion who was bolting down the alley in front of her.

“NO!” the stallion shouted towards her.

Great, the first crook I run into in my hero career and he’s a damn track star, she thought as she swung on a web after the culprit.

The reason she was in this alleyway chasing after the stallion was because Dinky had talked her into a trial run a few hours ago. They were just supposed to go to a part of town that had a higher than usual amount of crime, find a bad guy and catch him. So far it wasn’t going well. The stallion she was chasing knew this area better than her and kept taking short cuts to avoid her.

Scootaloo glared at her target as he ran towards the end of the alley. Further ahead she noticed a trash can next to one of the buildings she was swinging from. She swung as high as she could and at the top of her swing she flicked her hand, aiming at the trash can. At the last moment, just before the stallion ran by it, Scootaloo yanked the web sending the trash can crashing into the stallion, knocking him over. Scootaloo swung down, just as the stallion was getting up and put her foot on his back, pinning him down.

“Please just give up. I can go a lot longer than you can pal,” she said, panting slightly. The stallion gave a defeated sigh and slumped to the ground. Scootaloo wrapped her catch in webbing and proceeded to drag him out of the alley.

“What are you anyway?” the stallion asked.

Ponies walking down the street started staring at Scootaloo as she passed them, confused expressions on their faces. Scootaloo thought about what to tell the stallion. “I’m just your friendly neighborhood Spider-Mare,” she told him, mentally patting herself on the back at the catch phrase.

Scootaloo didn’t get much further before she heard police sirens. She looked down the street to see squad carriage making it’s way in her direction. “Hey over here,” Scootaloo called out trying to get their attention. The car stopped at the curb next to her and two officers stepped out. “Here ya go officers, all nice and gift wrapped for you,” she said happily, pointing a foot at the thief.

“Ma’am step away from the stallion and get down on the ground,” the first officer, an earth pony stallion, said, one hand hovering over his belt where his gun was.

Scootaloo looked at the colt confused. “Umm... sorry, what?” she asked trying to understand what was going on.

“Just do what he says,” the stallion’s partner, a pegasus, told her, mimicking the other officer’s posture.

“Seriously?” Scootaloo asked angrily. “I’m doing you guys a favor here and you’re trying to arrest me?”

The earth pony was about to respond when the radio in the car went off, somepony speaking rather frantically over it. “Would you get that?” the earth pony asked his partner. The pegasus walked over to the carriage and began talking to whoever was on the other end.

“Now you get on the ground,” the earth pony said, returning his attention to Scootaloo.

Scootaloo glared at him through the eye holes on her mask. “No. I spent a good hour chasing this idiot through alleys. I’d like a little appreciation for nabbing him,” she replied, crossing her arms.

The earth pony was about to retort when his partner interrupted. “Nightwatch, we need to get to the eighth precinct!” the pegasus shouted urgently.

“For what?” Nightwatch asked concerned.

“I don’t know, they got attacked or something. All units are being called down there now,” he informed.

Nightwatch turned back to Scootaloo and the crook. Scootaloo had been listening and she was getting that odd tingling sensation from before. “Dammit,” the cop cursed as he grabbed the stallion Scootaloo had caught and put him in the back of the car. “I’m letting you off with a warning. Don’t let me catch you out here again,” he told her sternly as he joined his partner and their car took off.

“Well that was kinda rude,” Dinky spoke up, appearing out of nowhere.

Scootaloo jumped at the interruption. “Where did you come from?” she asked the unicorn.

“I was the one who told the cops where to find you,” Dinky told her. “Anyway, not a bad first day. You wanna call it a night?” she asked, pleased with the results of the trial run.

“What?” Scootaloo asked distractedly. She had been thinking about what the pegasus officer had said. Somepony is attacking a police station? she thought.

“Hey Scootaloo you in there?” Dinky asked, waving a hand in front of her friends face.

“Huh? Yeah, I was just thinking,” Scootaloo said, snapping back into reality.

“Okay, well I was asking if you wanna call it a night,” Dinky said. “It’s starting to get dark and I don’t wanna be out here then. Besides you need to get home for dinner,” she said as she began fishing into her backpack looking for something.

“Uh... yeah, I just wanted to check something out. I’ll head back home in a bit,” Scootaloo replied, the tingling feeling growing stronger.

Dinky raised an eyebrow. “Alright, just don’t stay out too late. I don’t want your aunt grounding you,” she said as she pulled her phone out of her bag. She dialed a number and started walking away. “Hey mom, I’m on my way home, okay,” she said, nodding her head slightly as the mare on the phone walked off.

Dinky’s voice began to fade out as Scootaloo tried to remember where the eighth precinct would be. Once she figured out which way to go she took a step and felt something stick to her foot. She lifted her foot and picked the object from it by hand to see Dinky’s smiling face on a student I.D. Must have dropped it when she went to get her phone... She thought as she scanned the crowd around her for Dinky, but the unicorn had already disappeared into the crowd.

“I’ll just give it back to her tomorrow,” she said, stuffing the I.D. into one of the pockets on her costume. She then flicked a forehoof at the top of a building, pulled herself up, and started swinging towards the precinct.

/////////////////////////////////////////////////

Scootaloo landed on top of a building just a few blocks from the precinct. The streets below were in utter chaos. Traffic was gridlocked and ponies were scrambling over carriages to flee whatever was causing the choas. Sirens blared further ahead and Scootaloo could hear gunshots too.

“What the hay is going on,” she asked herself, as she jumped off the roof and started web swinging closer to the action.

Just a block from the precinct Scootaloo heard a mare screaming frantically in the crowd as a pair of officers tried to force her away.

“No, let me go! My babies still in the car!” she shouted, tears streaming from her eyes, Scootaloo’s eyes darted in the direction in which the mare was pointing to see a dark blue car several yards away. The doors were blocked by more cars on either side and Scootaloo could see a filly through the window in the back of the vehicle. Just as Scootaloo was about to swing down and get the foal out she got that feeling in the back of her mind again and looked up to see a car flying through the air on a path that would land right on the foal.

“NOOO!” came the heart wrenching screech of the foal’s mother, who could only watch in horror.

Scootaloo changed the trajectory of her swing, aiming at the car and delivered a powerful kick, knocking it off course. The car landed on top of another car with a deafening crash as Scootaloo landed just a few yards away from the wreck. Taking a second to regain her bearings, she stood upright and was about to turn back to the foal when a shadow fell over her and she turned around to see the most shocking thing she’d ever laid eyes on.

An enormous lizard stood over her preparing to strike out with one of it’s clawed hands. Scootaloo rolled out of the way just as the massive claw slammed into the pavement. Scootaloo took one last look at the monster before she remembered the foal. She dodged another swipe from the beast and jumped on top of the car the foal was in. She pushed on the car to the left until there was enough space to open the door. She ripped the door off of it’s hinges, freeing the filly.

“Come on kid let’s-” Scootaloo felt the tingle.

“MINE!” a rumbling, vaguely reptilian voice hissed above her head. Scootaloo looked upward to see the reptile looming over her. Scootaloo launched forward, pushing the foal further into the car and jumped in next to her, just as a scaled hand impaled the ground just outside.

Scootaloo moved to the other side of the back seat of the car on the other side of the filly and kicked the door as hard as she could, sending it and the car blocking it sliding several feet. Scootaloo grabbed the filly and exited the vehicle. However, the lizard was apparently quite fast, as it was already waiting for them outside. It swung its tail at them. Scootaloo had to vault over the appendage and leaped away from the attacker.

Scootaloo looked at her surroundings and noticed she had put the beast between herself and the filly’s mom. “Oh for crying out loud,” she mumbled as the giant lizard grabbed the car it’s prey had just been in and threw it at the pair of ponies. Scootaloo jumped to the left, falling to the ground when she landed. The foal rolled a few feet away from her, grunting in pain.

Scootaloo began to pick herself up when she got that sensation again and whipped around. The lizard was right on top of her, clawed foot raised, preparing to strike. A gunshot went off somewhere behind Scootaloo and the reptile visibly flinched. Scootaloo turned to see a police mare on the sidewalk, gun drawn and aiming at the beast. The officer fired a few more shots at the monster. The creature turned it’s attention away from Scootaloo and roared at its new attacker. Scootaloo took that moment to shoot a glob of webbing into it’s mouth, causing it to sputter and choke.

Scootaloo jumped and grabbed the filly and bolted toward the cop. “Get this kid outta here,” she told the officer. “I’ll keep it distracted,” she added, leaving the mare and foal before they could object the young pegasus turned back to the beast.

The lizard was about to go after them, but Scootaloo shot a web in its path, tripping it. The lizard quickly recovered and turned to Scootaloo again, roaring at her as it swiped it’s tail at the young mare. Scootaloo slid under it and shot another web at the reptile’s feet, sticking it to the road. She repeated this process with the rest of the creature’s limbs and then jumped on it’s back. The creature roared in protest, tugging as hard at it could at the webbing, struggling to break free. Scootaloo meanwhile, ran up to it’s head and started webbing it’s mouth shut. Confident that her webbing would hold, the young mare jumped off of her opponent triumphantly.

Before she could celebrate though she felt that tingle in the back of her mind. She heard a tearing sound and turned just in time to see a scaly hand come down on her. The lizard pinned its enemy to the ground, lowering it’s face down to Scootaloo’s. “You lossse,” it hissed, a disturbing smile crossing it’s face. “You are prey.” It’s jaws opened wide, revealing rows of razor sharp teeth. Just as it was about to bite Scootaloo’s head off she heard gunshots again and the beast roared to the right.

The police mare from before was standing behind a car firing on the monster, the filly was cowering in another car behind her. “Why doesss the food fight back?” the lizard growled enraged. It gripped Scootaloo tighter, squeezing the air out of her lungs and throwing her body to the side like a rag doll. Scootaloo hit the ground hard and bounced a few yards, groaning as she looked up.

Further away the lizard was approaching her aggressor menacingly. It swiped the first car away. The officer with the gun meanwhile, jumped into the second car with the foal, placing herself between the reptile and the child protectively.

Scootaloo looked up from where she lay to see the monster raise its clawed hand, preparing to tear off the top of the car. She could see the officer’s face between the lizard’s legs and was shocked to see not fear, but determination. The cop looked like she was ready to die in protection of a foal she probably hadn’t even met before. In a moment of realization, it dawned on Scootaloo exactly what it meant to be a hero. It meant being a shield to protect the innocent from pain and suffering.

Time seemed to slow down as Scootaloo acted with little thought behind her movements. She shot a web from both wrists attaching it to the asphalt several feet in front of her and yanked as hard as she could, pulling herself across the ground. She slid across the street and between the lizard’s legs as it swiped at the vehicle. At the last possible moment Scootaloo jumped onto her feet and used her hands to push the car as hard as she could, and sent it outside of the beast’s reach.

However now Scootaloo was in the path of the creature’s swipe. The clawed hand sliced open her costume and skin as it collided with her. She was sent flying off of the street and impacted a wall, hard. She had three long gashes where she had been struck and she was sore from hitting the wall, but overall she thought a blow like that would do more damage. She picked herself up, despite her injuries and called out, “That all you got scale face? I’ve been hit harder by grannies!”

Her taunts only angered the animal as it charged at her. The lizard started wildly swiping at her with it’s claws. Scootaloo dodged each blow and got under her opponent’s body where she kicked with her legs as hard as she could, sending the beast onto it’s back. Scootaloo wasted no time jumping on the creature and began punching it in the face. She continued her physical assault, slamming her fists into the beast’s face. Just as she was starting to lose control, Pick Pocket’s face flashed in her eyes and she hesitated, a pang of guilt suddenly shooting through her. The Lizard used this hesitation to knock Scootaloo off of her.

“You will regret that pony,” it hissed as it retreated into an alley. Scootaloo got to her feet and ran after it, but the beast had somehow disappeared.

“What was that?” Scootaloo asked herself, searching the empty alley for the unknown creature. Completely baffled as to where the monster had gone, she returned to the street and was greeted by dozens of ponies cheering. Her eyes widened when one stallion actually asked her to sign his chest.

Before Scootaloo could say no a familiar face pushed it’s way to the front of the crowd. “I thought I told you to leave the crime fighting to police,” Officer Nightwatch said as he approached the masked mare. “Ya know the law says I have to take you in,” he told her.

The crowd began to boo him and another pony started pushing her way to the front. “Wait you can’t arrest her,” said the mare from before. The foal Scootaloo assumed was the mare’s child was now being held very close by her mother. “She’s a hero,” the mare continued. She then turned to Scootaloo. “Thank you so much,” she said tears almost forming in her eyes as she shook Scootaloo's hand.

“I have to agree Nightwatch,” said the police mare that had shot the beast, joining her fellow officer. The crowd howled it’s agreement.

Scootaloo and Nightwatch looked each other in the eye. “I’m game for whatever you decide,” Scootaloo said, smiling awkwardly under her mask.

Nightwatch chuckled. “I aint got the energy for you right now kid. Get outta here,” he said waving her away, the ponies around them roaring their approval. Scootaloo smiled and jumped on top of the nearest lightpost. “Hey kid wait,” he called out before Scootaloo went any further. She turned to look at Nightwatch. “Who are you?” he asked. The crowd turned to her, eagerly awaiting her response.

Scootaloo smiled under her mask. “I’m just your friendly neighborhood Spider-Mare,” she said before leaping off of the street light and swinging away into the night, the crowds cheers ringing in her ears.

//////////////////////////////////////

The Lizard crawled back into it’s layer, seething at it’s defeat. It had been bested by a mammal, an inferior creature. And on top of that, it had obviously been a child. Growling in frustration in anger, it began to attack the walls with fury, gouging deep scratches in them. It roared and kicked, slamming itself into the nearby wall in anger. Eventually, it came to a stop, panting heavily, with one hand planted firmly on the wall in front of it. A small object attached to the claw caught its eye. It pulled the item closer for inspection. It appeared to be a card of some kind and it had a picture on it of a gray unicorn mare smiling happily.

“Dinky,” the Lizard hissed, it’s scaly lips parting to mimic the young unicorn’s smile.

Author's Note:

Finally the long awaited First battle of the story. I would like as much feed back as possible on it. The last time I tried to write action it was awful, but I feel like I've done pretty good here.

Anyways I hope you liked it and don't forget to check out The Invincible Iron Mare.