• Published 4th Feb 2012
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Spiders and Magic: Rise of Spider-Mane - Maximus_Reborn



Spider-Man is brought to Equestria for a second chance at life, but his luck may ruin his opportunity before it can truly begin.

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Alone in the Gala, Part II

Chapter Twelve "Alone in the Gala, Part II"

Twilight's eyes shifted all around, scanning her surroundings, but they soon filled with concern once they could not locate Peter. It had been quite some time since he separated from the group, and Twilight felt it was mandatory to find Peter as soon as possible. There was a chance he could cause trouble somewhere, or worse, bump into Princess Celestia!

Twilight forced a lump down her throat. She did not want to think about everything that could go wrong with that scenario. Her brow lowered with determination. It was high time she found Peter. That same moment, her entire body disappeared from sight, and she reappeared in a pink flash of energy outside of the main hall where the central party of the Gala took place.

Applejack watched from afar, mentally shaking her head at the sight. For the duration of the entire day, Twilight seemed particularly disturbed about something. Given, the lavender mare had a knack for overreacting to the smallest dilemmas, but Applejack felt that there was something seriously wrong with her friend this time. Whenever something initially bothered Twilight, she never hesitated to speak about it, no matter how trivial it was.

The blonde closed her eyes. This was different. Twilight was going out of her way to hide what was really bothering her lately. While her friends may not have been able to see past her act, Applejack could see a lie from a mile away. Some may argue that her Element of Harmony helped in that regard, but Applejack would just say that Twilight was a horrible liar. Simple as that.

Diving into the depths of her mind, Applejack tried to recollect when Twilight's behavior changed, and nearly that same moment, her large emerald irises shot open at a realization. This had been going on for days, but it all started since that day at Zecora's when she and Twilight learned about Peter's past. Applejack tapped her hoof against her chin as she pondered if that truth was becoming too much for Twilight to keep to herself.

A burst of pink energy a few feet away brought Applejack back to reality. Once the energy dissipated, Twilight readied to return to the main hall, but Applejack stepped out in her path, forcing the unicorn to stop in her tracks.

"Applejack, what are you doing?" Twilight questioned as her hooves shuffled in place, resisting the urge to gallop onward and through the pony blocking her path. "I need you to-"

"No," Applejack firmly said, not giving Twilight a chance to finish. She walked forward and closed the gap between herself and the unicorn until they were only inches apart. "Weneedto talk."

Her tone was steady, matched only by the glare held in her eyes. Twilight, taken aback from the sudden show of seriousness, forced her hooves to stop all forms of motion.

"Something's wrong with you..." she stopped and raised her hoof when Twilight readied to interrupt, "and don't try ta tell me there ain't. You've been acting strange for a while now." She placed her hooves on her shoulders, bringing her gaze to meet her own. "As yer friend, Ah want to know the truth."

"I would like to know as well."

Both mares turned at the sound of the mature voice that came from behind. While Applejack's eyes widened slightly at the sight of the snow white, alicorn princess approaching, Twilight felt her heart sink into the bottom of her stomach. Her breathing quickened with each step Celestia took, becoming shallow once the colossal being towered over her. Beads of sweat formed on Twilight's forehead as visions of her worst fears came spiraling across her mind.

"P-princess... C-C-Celestia," Twilight managed to mutter despite her brain's frazzled state. Her lower lip quivered uncontrollably. "W-what are you d-doing h-here?"

Celestia raised her brow. "Well, frankly I couldn't help but notice you teleporting all across the Gala. I figured something was on your mind."

Applejack softly cleared her throat. "Excuse me, Princess, but what about all of yer guests?"

"Nothing a little teleportation spell can't solve," Celestia playfully replied before her gaze found its way back to Twilight. "Now, I want to know what's wrong."

For the past few days, Twilight's will had been like a crumbling brick wall, steady yet ready to fall at a moment's notice. Peter had been selfless since his arrival in Equestria, but Twilight only betrayed his trust. She could not bring herself to keep something like this from anypony. Not anymore. Tears filled her large eyes and fell down her chin, dripping to the cold marble floor.

"I'm sorry, Princess Celestia!" Her voice cracked under the pressure of her choked throat. "I did something terrible!"


Peter stood slack-jawed, unsure of what to make of the individual standing before him. Her steely ocean blue gaze had not faltered, adding to his building nervousness. It didn't help that she stood considerably taller than him, nearly twice as much, but it was the mare's words that terrified Peter more than anything else.

"You called me an 'Outworlder'," Peter whispered, pausing to look around for bystanders. Once certain he was alone with the colossal mare, he felt confident enough to press on. "Why? I know my friends think I'm weird, and trust me, I fully agree. But me an 'Outworlder'? That's just silly."

Standing tall and firm, the mare closed her eyes. "You need not to act. I know the truth of your origin, Peter Parker."

The sound of her curt response sent a wave of shock through Peter's torso. His eyes widened and jaw fell.

"How do you know...?" The initial shock refused to leave, forcing Peter to shake the cobwebs out of his head. "Just who are you?"

"I've learned of your existence from my older sister," she asserted, her stance having not faltered. "You may address me as Princess Luna, co-ruler of Equestria and younger sister to Princess Celestia."


The truth inevitably finds a way to reach the surface, and nopony can ever truly stop it from doing so. Twilight knew this for a fact, pouring out her heart and soul to Princess Celestia about the matters of Peter's tragic past, the pain he has dealt with, and her own meddling which destroyed the book. She sat in a slumped heap, letting out the tears she bottled up for the entire duration.

Applejack, who was still present, stood with her mouth agape. She had already known about most of Twilight's tale, but it was the latter that carried the majority of the weight. Her mind struggled to piece everything together, the surreality making the task virtually impossible to accomplish. Somepony called out to Twilight andtoldher everything about Peter's past, present,andfuture. If Peter wasn't already as unusual as he was, with the spider powers and all, Applejack wouldn't have believed such foolery.

Then, it was the final message that disturbed Applejack immensely. Peter was supposed todieif he went back home, in two months even. However, sobs and sniffles from Twilight's prone figure interrupted her train of thought. She readied to comfort her friend, knowing the sheer weight of this revelation must have been unbearable for her to withstand.

"Applejack."

Celestia's calm voice pierced the void and reached both Applejack's and Twilight's ears. The princess closed her violet irises before she nodded her head slightly.

"Would you call for the rest of your friends? I believe they need to hear this as well."

"Well, sure, your highness, but..." Applejack paused, unsure of what to think of her ruler's command. She hesitantly galloped to nearest door, stopping to stare at Celestia questionably. "What about...?"

Her sentence was cut short once she spotted Twilight forcing herself back to her hooves. Applejack readied to make her way to the mare's side, but Twilight held her hoof out, stopping the blonde in her tracks. She kept her face lowered, though it was easy to spot her tear-stained cheeks.

"Just do what the princess says," Twilight weakly said in between sniffles using her free hoof to cover the rest of her face. "Go find the others."

Twilight's voice was shaky, lacking the life that it usually had. Even from her distance, Applejack could see the array of tears as they fell from Twilight's eyes. This was a challenge in itself to leave her side, but she had an order to follow. Once her emerald irises fell on Celestia, they widened at an unusual sight. Though her eyes were not filled with tears, there was a hint of sadness within them. Celestia had always been a very understanding individual, and it seemed she held no ill will toward Twilight for what she had done.

For the moment, Applejack could rest easy. She turned and galloped out of the room, determined to find the others as quickly as possible. Luckily, she knew where to start.


"Sister? Well, you're certainly tall like Celestia," Peter mused, scratching the underside of his chin. "So, I'm guessing you're immortal, too? If she's, like, Goddess of the Sun, then you're..." He paused, allowing his eyes to wander until they spotted the cutie mark on the mare's flank. "...Goddess of the Moon?"

Cutie marks made guessing games so easy.

"Fair guess, Outworlder," Luna responded, nodding her head. She stepped back and held her hoof high, pointing at the moon that watched over them. "It is my sister's duty to raise the sun everyday and watch over the land during that time. My duties are similar. I raise the moon and watch over the land at night."

Peter tilted his head to the side. "So you're the Guardian of the night?" A coy smile formed on his face. "Better yet, youarethe night?"

Luna sternly looked on, oblivious to Peter's smirk. "Yes."

"So you're Batman? Or Batmarein this case?" The idea was just too rich to ignore.

Luna furrowed her brow. "Are you saying I resemble a bat?"

Peter raised his hooves defensively. "Of course not. It's just a joke. I'm known for the bad ones, you see."

"...but why would you compare me to such a creature?" A glare steadily formed in her royal blue irises. "What could I possibly have in common with abat?"

"Well, youarenocturnal," he said matter-of-factly.

"Hold your tongue, knave!" Luna shot back, slamming her hoof into the ground. That same instance, lightning erupted from the sky, directly overhead the irate mare. "I amnobat!"

Peter remained still but allowed a nervous chuckle to escape from his chest. "Noted. You're reminding me more of Thor now."


Rainbow Dash stood behind the dining table, finding a way to hide behind the large punch bowl. Normally a pony with unbelievable resolve, every nerve in the pegasus' body quivered with a mixture of excitement and fear. Just across the room was Equestria's greatest team of aerial acrobats, not to mention Rainbow Dash's icons, the Wonderbolts, and among them happen to be the coolest member of all, Spitfire. Not wanting to make a complete fool of herself (again), Rainbow kept her distance and sought out a strategy that would win the Wonderbolts over for sure.

Her mind fell numb, causing Rainbow to place her hooves over her throbbing temples. Sadly, waiting was something Rainbow particularly loathed doing, especially if it was for a subject of great interest.

"What are we being sneaky for?" Pinkie Pie asked innocently.

"I'm trying to come up with a super cool way to impress the-" Rainbow stopped in mid-sentence once her mind finally acknowledged the pink mare's presence. "Pinkie?!" she jumped and smashed the back of her skull against the wall.

Pinkie furrowed her brow. "You're trying to impressme? Aw, Rainbow! That really nice of you, but you already impress me a lot! Like the time when you kicked that dragon, or when you performed your Sonic Rainboom, or-"

Rainbow, with one hoof placed over the newly formed knot on her head, brought the other over Pinkie's mouth, temporarily silencing her banter.

"Quiet, Pinkie!" She removed her hoof from Pinkie's mouth and peeked over the punch bowl, exhaling once sure nopony had noticed their positioning. She turned back to Pinkie and whispered, "I'm trying to think of a way to impress the Wonderbolts."

Joining her friend's side, Pinkie peeked over the edge of the table and giggled uncontrollably. "Maybe you should tell them you know Spider-Mane?"

Rainbow rolled her eyes. "How isthatsupposed to help me?"

"Well, they've been talking about him since the party started. I was trying to get the DJ to play some better tunes. I mean, I thought some karaoke would have liven this party up! But then I remembered there wasn't a DJ for the Gala. So when I decided to get some juice, I overheard a group of ponies talking about Spider-Mane, and but was really surprising was that Spitfire was the one asking about him! I bet she's a fan. If you tell Spitfire you actually know Spider-Mane, I bet she'll be super impressed with you!"

Pinkie's smile deepened, but Rainbow's brow twitched. What was a simple suggestion from Pinkie served as fuel for a flame for Rainbow. It seemed as if Spider-Mane's fame had expanded past Ponyville and reached the borders of Canterlot. Not that she had anything against Peter. In fact, he had proven to be an invaluable friend in the short time Rainbow had known him, but the last thing she needed was somepony taking the attention of the Wonderbolts away from her (especially when she hadn't fully earned it to begin with).

A growing and lingering part of Rainbow wanted to burst out a Sonic Rainbow in the middle of the Gala, despite the large amount of collateral damage it was sure to cause. However, upon letting out a defeated sigh, Rainbow slid underneath the table and brought her hoof over her forehead. For all she knew this was a misunderstanding, but the sheer idea of it all aggravated the Pegasus to no end.

"What in tarnation are you two doing?" a voice said directly overhead, causing Rainbow to jump and smash to top of her cranium this time against the table.

As Rainbow muttered several expletives, Pinkie turned to face the source of the voice and found Applejack leaning over the table with her brow raised.

"Oh! Hi, Applejack!" Pinkie excitedly greeted the apple farmer before she held her hoof next to her mouth in a hushed manner. "We're being sneaky." She stopped to giggle. "Want to join us?"

Smiling, Applejack shook her head. "Um, no thanks, Pinkie. Ah-"

Rainbow rose from underneath the table with a glare in her eyes. "Applejack?! What areyoudoing here?"

"Sorry, Rainbow, but Celestia needs to speak with us. Ah'm just gathering everypony," Applejack said plainly.

Both ponies stared at the blonde for several moments before Rainbow stepped forward. "Hold on! What's the deal? Did something happen?"

Applejack tapped her hoof on the side of her head. Her mind still felt fuzzy from the story it had heard a few minutes ago. As much as she wanted to tell her friends what happened, she knew that task was better left in Celestia's care.

"Ah can't say, Rainbow, but Ah'dowant you and Pinkie to go to Princess Celestia. Twilight's already there," Applejack paused as she turned to take her leave, "Ah'm gonna go find Rarity. Do ya'll know where she is?"


Being the center of attention was something Rarity cherished, and this was clearly evident as several ponies gathered around, complimenting the dress she wore. Since her encounter with Fancypants, her reputation as a tailor steadily grew positively and more ponies were recognizing her craft. Though as a lady, it was just nice to hear pleasant words from others.

After what seemed like a blissful eternity, Rarity broke away from the crowd and made her way to an empty seat across the room. While she did enjoy the quaint settings of Ponyville, a mare with refined taste always longed for something more. Canterlot was home to all things glamorous, and it seemed like a perfect candidate for a future home. However, Rarity smiled as she let out a defeated sigh.

'As wonderful as that sounds, I don't think I can bring myself to leave my friends.'

"Well, this is certainly a surprise."

Rarity opened her eyes to the voice, but they grew wide at a familiar sight. A colt stood before her with a coat as white as snow. He was relatively tall with a fit figure, and his blonde hair was trimmed to perfection. Any mare would have found this colt irresistible and may have drowned in his ocean blue eyes, but Rarity was quite the opposite, resisting the urge to gag on the spot.

A venomous glare formed in the mare's eyes. "Prince Blueblood," she huffed, turning her head away. "To what do I owe this visit?" Her tone was cold, filled with ice.

Blueblood had not noticed the mare's repelling aura. Whether he was brave or ignorant, he stepped forward and, much to Rarity's surprise, bowed his head formerly.

"I know the last time we met, things did not go so... accordingly," he slowly said, hopeful his choice word was appropriate. He extended his hoof to the mare, who figuratively stared a hole through it. "I was hoping we could start anew. Maybe even erase the wrongs that occurred between us last year?"

Rarity, unsure of what to think, sat with her eyes locked on the hoof offered to her. One of her dreams for many years was to meet her Prince Charming at the Grand Galloping Gala. She got to live her dream, but it wasn't as pleasant as she had hoped. The prince she had longed for was not the kind, chivalrous, and perfect colt she imagined but a whiny, rude, and narcissistic whelp in need of a reality check. Sadly, her handsome colt had the persona of a fly.

However, Rarity knew everypony was bound to make a mistake in their life. She sighed inwardly. That was too true in her own regard. Her glare diminished and softened. Perhaps Blueblood was honestly trying to make amends for his behavior last year. After all, everypony deserves a second chance, and it'd be rude of her to not follow that example. Slowly but surely, Rarity reached out and readied to place her hoof on Blueblood's.

"I suppose nopony's perfect," she said, finding a way to smile.

"I'm glad you understand, my dear," Blueblood replied, letting out a relieved sigh. "You were most awful last year, but it's good to see you've learned from your mistakes."

Just like that, whatever bridge that held these two together crumbled away into dust. Rarity snatched her hoof away and hissed at the colt as she jumped from her seat.

"Mymistakes?! You were rude, cheap, spoiled, and rotten to the core, butIwas the awful one?!"

Blueblood's jaw dropped. "Well, I never!" As if he had been offended, Blueblood stuck his chest out and huffed. "It seems you are evenmoreof a beast now."

Rarity's eyes widened. Something deep down had become unraveled. She bore her teeth and snarled, making her increasingly growing violent motives clear. He had called her a 'beast'.Him. The same colt that used her a shield against food saidshewas the animal. As much as she wanted to tear Blueblood limb from limb like, as he proclaimed, a beast, Rarity closed her eyes and exhaled, not wanting to give the arrogant swine the pleasure of being right.

Feeling the air around her had become tainted with Blueblood's stench, Rarity turned sharply to make her leave, but she would not make it far, immediately colliding with somepony in her path. Somehow managing to hold her footing, Rarity shook her head shamefully.

"Please forgive me! I wasn't paying attention!"

Instead of a complaint, Rarity received a soft, yet familiar, giggle, revealing the pony that bumped into her was her friend, Applejack.

"No prob', Rarity." She used her hoof to rub the ache from her cranium. "Where's the fire anyway?"

"Ah, darling," the unicorn sighed, relieved it was somepony she trusted immensely instead of a bystander. "Well, there's no fire." She shot Blueblood a glare from the corner of her eye. "Yet." Rarity turned back to the blonde with a forced smile on her face. "Your timing couldn't be any better. I was in dire need of a distraction."

Applejack, sensing her friend's growing tension, shrugged it off. "That's good. So you won't be mad if Ah tell you Princess Celestia needs to talk you? Like now?" She emphasized to show that she was indeed being serious.

"Certainly not. I'll be happy to talk with the Princess." Rarity brushed a strand of her mane behind her ear. "Is something wrong?"

"It's about Peter, but Ah'll tell you as we go," Applejack said, turning her gaze back to the party surrounding her.

However, Rarity's heart skipped a beat. Peter, unlike Blueblood, was a generous, unselfish, and gentle stallion. Blueblood, an arrogant brute, goes on living the high-life while Peter, a true gentlecolt, continues to be dealt with a cruel fate. Her heart began to ache. Even now, Rarity was wasting her time with somepony who deserves nothing short of a swift kick to the face while she could have been with Peter, keeping him company. Sweet Celestia, he deserved at least that in her eyes.

Meanwhile, Applejack kept scanning the Gala for something in particular. "Hey, Rarity. Do you know where Fluttershy is? Ah can't find her in this sea of-"

Her sentence was cut short when Rarity walked past her and used her magic to lift Applejack from the ground, carrying her off against her will. "I know where she is. Come on, Applejack. Petey needs us!" Rarity said diligently.

As the mares walked off, Blueblood raised his brow. "Interesting. Who is this... Peter?"


The garden was just as beautiful as ever, filled to the brim with all sorts of animals, but Fluttershy gaze was too fixed on the ground to even notice. Not even all of the creatures around her could bring her out of her shame, given that they were trying their best to remain hidden from her sight. She could not believe herself.

"Oh, this is so embarrassing," she said, unable to shake the image of her perked wings from her mind. "I didn't mean for it happen. It just..." She frowned. "...happened."

While her friends would eventually forgive her (if they already haven't), it would not have changed what happened earlier. Fluttershy's only relief was that Peter had no clue what it meant for a Pegasus's wings to stand on end like that, but it was only a matter of time before he would. Her mind steadily shifted back to Peter, the colt indirectly responsible for her misery. Ever since their time in the spa together, Fluttershy had been thinking about Peter more than usual.

She hadn't told the others, but Fluttershy already felt Peter was incredibly brave since the day he saved her from a dragon. It didn't help that he looked especially handsome in the suit Rarity made for him. Perhaps it was her body's way of expressing her growing attraction to Peter. Fluttershy sighed sadly at the idea. If that were the case why did it have to appear so vulgar in the eyes of others?

Her cheeks burned. Considering what was on her mind earlier, it was no wonder Rarity and Twilight scolded her so. Which brought Fluttershy back to her current situation as she continued her trot of shame. Not wanting to repeat her mistake in a room full of ponies or in front of Peter, Fluttershy figured a walk through the garden would help clear her fuzzy mind of any suggestive thoughts.

"Fluttershy."

Peter's voice called her name, causing the mare to close her eyes. It seemed her plan to rid her thoughts of Peter failed since she was practically hearing his voice now. His voice called out to her again, much louder than the first, but Fluttershy remained on course, trying to ignore the images of Peter's athletic figure that started flashing through her mind. Those shameful tempting thoughts began to resurface, causing Fluttershy's cheeks to turn beet red.

"Fluttershy!"

The third time was the loudest, managing to bring Fluttershy back to reality. While her mind told her hooves to cease their movement, they failed to register the command, causing the mare to gently collide into the chest of the colt that called out to her. All of the heat in Fluttershy's body rushed into her head, and the fresh scent of cologne from his body seeped into her nose. All strength in her body evaporated before she fell back in a slump.

As swift as the wind, the stallion reached out and caught the mare before she could fall. His hooves wrapped around her torso, quite soundly even, Peter smiled as he gently placed Fluttershy back on her hooves.

"You okay, Fluttershy? I know that as a pegasus your head's going to be in the clouds, but try not to do that so much on the ground. It could be surprisingly dangerous," he said, stopping to brush away the wrinkles that formed on the mare's dress. "What are you doing out here? I thought you would've been at the party."

Fluttershy blinked several times before her senses finally kicked in, telling her that the stallion in front of her was indeed the real Peter. Her wings steadily rose, but with great restraint, Fluttershy managed to keep them from sprouting fully. One of her royal blue eyes stole a glance, spotting Peter with a warm smile on his face, but that proved to be a nearly fatal mistake on the mare's part, evident by her rising wings.

Not again, she thought. Fluttershy lowered her head and fixed her gaze on the ground. Pushing every image out of her mind, her wings slowly fell back to her side. To keep herself under control, Fluttershy decided to just avoid eye contact with Peter. This trait was one instinctively followed growing up, making her current task easy to complete, but this was the first time she avoided eye contact for the sake of her inner excitement than natural shyness.

"Oh, um..." She finally spoke after an awkward moment of silence. "I just wanted to see the garden again..." she paused, resisting the urge to peek up at the eyes peering down on her. With her vision centered on Peter's hooves, much to her dismay, Fluttershy continued, "But I'm surprised to see you. Were you not having fun at the party?"

Peter gave a mock frown. "I may be in college, but I'm more into books than parties." Shifting his gaze to the night sky, his lips curled into a light smile. "I never fare well in crowds, so I thought I'd get a little air. Besides, it's a beautiful night."

"I understand," Fluttershy solemnly said, knowing exactly where Peter was coming from. Until she met Twilight and the others, animals were the only creatures she could openly communicate with. She had opened up considerably since then, learning to speak with ponies in some sense, but it was a slow process, not quite ready to reach large crowds yet. "I don't think I'll ever fare well in crowds," she followed, centering her gaze on the stallion.

"Well, it's going to be a while until the Gala's supposed to end. Want to hang out until then?" Peter stepped closer to the pegasus with his smile intact.

Such a simple question, but it carried so much weight. Her mind struggled to form the words she needed. Just the idea of spending time with Peter ignited every nerve in her body and excited Fluttershy to no end. Sadly, her wings sprung skyward the second she heard his proposition, but they flapped happily, in a sense hiding their true nature. Fluttershy nodded her head and bore a smile to match Peter's.

"Oh, that would be wonderful!" Her voice was soft but managed to portray her enthusiasm.

"That's good to hear." Peter walked up to Fluttershy and placed his hoof on her shoulder. Suddenly, he turned away and extended his hoof in the opposite direction. "Oh, by the way, have you met Luna yet?"

The mare's sight followed his hoof until it landed on the colossal being just a few feet away. Fluttershy's pupils shrank to the size of a needle. All of the air left her body, causing Fluttershy to hyperventilate. Her wings, once perked with excitement, snapped back to her side, as if retreating from an impending threat. Her tremblings hooves contemplated doing the same, but all nerve had left them long ago.

Luna offered her hoof to the Pegasus. "Fair Fluttershy. Tis a pleasure to see you once again."

Peter's eyes widened. "Oh, you two know each other!" He turned back to Fluttershy with a wide grin. "Maybe you can tell me more about-"

Suddenly, much to Luna and Peter's surprise, Fluttershy let out a high-pitched scream. The sheer volume pierced Peter's eardrum and rocked his brain. Bringing his hoof to the aching ears, Peter faced Fluttershy but was tackled to the ground before he could hope to mutter a response. As her hooves wrapped soundly around Peter's neck and torso, Fluttershy buried her face into his body and screamed once more.

"Nightmare Moon!"

To be continued.

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