• 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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Shades of the Past, Part II

Chapter Seven "Shades of the Past, Part II"

"The monster you dare to face is a doozy, for its touch will leave you feeling woozy. The Hydra is a frightening sight at first glance, run now while you have the chance!" the zebra said, causing Peter to tilt his head to the side.

"Heck of a time to bust out a rhyme, don't you think?" Spider-Mane said before the Hydra lashed out at the pair, forcing Peter to grab the zebra and jump onto the branch of a tree. As he placed her down, Spider-Mane shifted his gaze back to their attacker. "You'll be safer here, Ms. Zebra. I'll try not to take too long."

She reached out in an attempt of protest, but Spider-Mane had already jump back into the fray. Bounding from one tree branch to the next, Peter found his great agility still intact. One of the Hydra's heads found him and attempted to chomp on his frame, but Spider-Mane jumped as high as he could, causing the beast to chew on a tree instead. A second head lunged out, hopeful it could strike while his prey was in midair.

"I used to think Equestria was safe compared to New York, but after dealing with a couple of dragons and you, I'm willing to take back what I said," Spider-Mane said, contorting his body just enough to avoid the Hydra's bite. Once he landed on the crown of the third and clueless head of the Hydra, Spider-Mane shrugged his shoulders. "So before you damage my view of this nice place, how about you leave the nice zebra alone and go back to Disney to fight Hercules?"

The fourth head lashed out to bite the bantering pest, but when Spider-Mane jumped out of the way, it wound up accidentally headbutting the third head. The second kept his eyes locked on Spider-Mane and threw his claws out in a slash attempt, but Peter's spider sense warned him of the incoming attack, allowing him to dodge the majority of the danger. Unfortunately, the Hydra still managed to slice through the costume, giving Peter a small gash across the back.

"Hey! Watch it! Try not to trash the new costume!" Spider-Mane said before the Hydra's tail came around, swatting him out of the air and through a tree. Once his body rolled to a stop, Spider-Mane placed his hoof over his forehead to stop his mind from spinning. "While you're at it, try not to trashmetoo badly either."

As the Hydra stomped in his direction, Peter shifted his gaze to his two front hooves. He forced the lump forming in his throat down.

"I think it's about time I test out the new web-shooters. If my calculations are right, web-swinging will be even easier than it was back when I had fingers. If I'm wrong, I'm breakfast, lunch, dinner, and a midnight snack for the Hydra Brothers."

The first and second Hydra heads lunged down towards Spider-Mane with their fangs drawn, but he galloped forward underneath their body until the third head attacked from the side. Using all of his strength, Spider-Mane back-flipped over the Hydra's bite at the last moment. However, looming over him like the sun would the Earth, the fourth head of the Hydra opened his mouth wide and rapidly descended, ready to swallow Peter whole.

"This is one heck of a field test. Come on, Parker."He closed his masked eyes and extended his two front hooves. Time was of the essence as the Hydra's mouth neared. "Just flick your wrist hard enough and-"

Immediately after following his own instructions, a strand of webbing shot out of the bottom of each hoof, sticking to the underside of the first Hydra's jaw. Spider-Mane swung out of harm's way, and the fourth Hydra wound up headbutting the third in the process. Peter released his webbing and landed on a nearby branch, laughing out loud at his accomplishment.

"Ha! It actually worked! Not having fingers ain't all bad, is it?" he said confidently before whimpering lowly."That was too close for comfort though. I'll stick to practicing with Twilight from now on."Shifting his eyes back to the Hydra, Spider-Mane shook his head. "Before my luck runs out, let's finish this."

All four of the Hydra's heads recollected their senses and gave the red and blue clad pony a glare. The clumsy one of the group lunged at him, but Spider-Mane flipped overhead and latched a strand of webbing to the back of its head. Once he landed with the strand still attached to his hoof, the remaining heads attacked.

Spider-Mane jumped over the first head, rolled underneath the second, and stomped the third's snarling mouth shut before running over its head, all while dragging the fourth along for the ride. After the strand's stretch limit was reached, Spider-Mane looked back and found the Hydra in a tangled mess. All of the necks were looped around, under, and over each other, prompting every head to give Spider-Mane an embarrassed glare.

It attempted to stagger in his direction, but as if its sense of direction was tangled also, the Hydra stumbled about clumsily before it teetered over the edge of the cliff and fell into the waters below.

"Captain America, eat your heart out," Spider-Mane said as he trotted over to the edge of the cliff. He found all four of the Hydra's heads looking up at him still tangled. "Nothing personal, pal, but a big guy like you shouldn't be picking on a little zebra. That's bullying, and bullies rub me the wrong way. If I catch you doing it again, I'll tie your necks up Indian-style!"

Taking his words to heart, the Hydra turned and began to descend into the depths of the lake. Three of the heads carried a stern gaze, but the clumsy one peeked up at Spider-Mane, closed his eyes, and stuck his tongue out before it vanished from sight. The zebra walked next to Spider-Mane and gave him a warm smile.

"At first I believed you were playing a game, but now I see you are the real Spider-Mane. Thank you for your heroic deed, for needless to say, I was in great need," she said, her voice deep and firm.

Spider-Mane chuckled. "You're still rhyming? I wonder if you have a rhyme for everything. If so, what rhymes with orange? My life would be complete if you know the answer." What was a gentle breeze proved to be a great inconvenience for Peter. Wind brushed across his back, causing him to yelp out in pain. "I forgot that Hydra nicked me pretty good. Luckily it's just a scratch though."

The zebra's eyes shot open. She trotted over to Spider-Mane, placed her hoof on his shoulder, and inspected his wound closely. Unfortunately, her fears came into fruition much sooner than she had hoped when Spider-Mane's body fell limp and crashed into the ground. His body trembled as if ice covered his coat. Without a second thought, the zebra slid her head underneath Peter's unconscious frame until he was slumped across her back and rushed off into the depths of the Everfree Forest.


Twilight shuffled through the piles of books scattered across the room. It had become quite rudimentary at this point, and reorganization was in the imminent future. She groaned inwardly, knowing it was her own fault.

She had been so distracted with her new roommate that she had fallen behind on her own personal studies. Not to mention, Twilight had been spending her spare time researching for any information regarding the dragon that attacked the village, anything new about Discord, any sort of way to strengthen her Element of Harmony, and a possible way to return Peter to his own world.

Her head fell onto the table with a smack. It was all so much to look into at once, but for the sake of Equestria, Twilight had to press through. However, she continued to only find solutions that raised more questions than answers. Twilight swung her hoof in frustration, knocking over a stack of books.

"It's been a week, and I've found absolutely nothing!" she said, running her hooves through her slightly mangled mane. "I'm starting to think this is hopeless."

Her violet eyes shifted to the other side of the room where a book sat on a pedestal. Her thoughts ran while images of Peter in his pre-pony form flashed across her mind. That very book was the reason why Peter was in Equestria. She left the table and made her way over to the pedestal. Her horn sparkled, causing the book to open, but Twilight sighed inwardly, for the pages were now blank.

Since the summoning, the book's pages went blank for an unexplained reason. Twilight checked on the book everyday, hopeful the change was temporary, but so far, the information within the book refused to return. The most logical explanation was as long as Peter remained in Equestria, the book used to bring him would remain blank. However, without the original spell, there was no way for Twilight to return Peter to his home.

There had to be an alternative. There must have been. Twilight bit her lip and focused all of her energy into her horn. Maybe if she concentrated hard enough, she could restore the book to its former state. Sparks fell as her horn grew brighter. She opened one of her eyes and found a passage forming on the cover of the book, but her brow furrowed, for it was not what was written there before.

"The Tragic Tale of the Greatest Hero," Twilight read out loud before her horn shorted out.

The book fell from the pedestal, but the magical energy from Twilight's horn still enveloped it. Using her own magic, Twilight levitated the book from the ground and placed it back on the pedestal. The cover still displayed its new title, sending a wave of uncertainty through Twilight. Why had the book changed suddenly? She felt tempted to read it, but for all she knew, it was a spell waiting to misfire.

"Best to just leave it for now," she said, trying her best to ignore the thoughts in her head that suggested otherwise. "I can't just leave it. At the very least, I should make sure nothing's wrong."

Twilight lifted her upper body and used the pedestal to maintain her balance. Inhaling deeply, the mare held her breath as she opened the book. Once a few moments passed with no repercussions, Twilight let out a relieved sigh and turned to the first page. Her violet eyes widened at the passage that formed on the previously blank paper.

"Spider-Man is a hero destined to do great things. To the one who summoned him there, I want you to hear my tale. You may try to send him back home, but I assure you, it would be best for him to stay with you. If he comes back, I'm afraid his life would only be filled with more tragedy until it will eventually destroy him."

Twilight's brow furrowed.

"Before you send him home, please hear this tale. It all started with his first great mistake: Uncle Ben."


Peter let out a groggy groan. His head spun like an out-of-control race car. He tried to force himself back up, but a hoof fell on his chest and gently forced him back down. A large pair of turquoise eyes stared at him from overhead, but he immediately recognized the zebra's striped coat and mane. Peter glanced off to the side, spotting all kinds of tribal relics scattered across the wall along with pots filled with various plants.

"It is good to see you are awake, the antidote you needed was difficult to make. Poison from a Hydra is nearly lethal, so I had to go out on a herb retrieval," she said as a smile formed on her face. "I must admit, your recovery is extremely fast, very reminiscent to the one called Rainbow Dash. I'm just happy the Hydra's claws weren't sharper, don't you agree, Peter Pony Parker?"

Peter's eyes shot open. In his shock, he stumbled over the edge of the table and fell flat on his back, causing him to bark out in pain. Suddenly, a soft fabric fell over his eyes, but his shock only grew when he used his hooves to remove the clothing, only to find that it was his Spider-Mane costume. He glanced down at his clothless form and shot a wide-eyed glance at Zecora.

"Okay, I understand the whole 'stripping me down so you can treat my wounds' thing, but how the heck do you know my name, Ms. Zebra?" he said, taking a defensive stance.

She said nothing right away, but instead she peeked down and slid her hoof underneath the mask that rested on the floor. "You spoke it several times while you dreamed, so that is how I know the name in which you are deemed." She walked up to Peter and offered him the mask with her smile intact. "And to most I am an enigmatic aura, but to my friends, I am Zecora."

"I talked about myself in my dreams? Am I a narcissist or something?" He accepted the mask and finally allowed himself to smile back. "Sorry about my behavior a second ago. I thought you were a mind-reader for a second."

Zecora made her way across the room until she reached Peter's backpack. "I may not be a telepath, but I am aware of your current path. It is because of my friend, Twilight, that I know Peter Pony Parker is quite all right."

Peter's jaw fell. "Did I talk about her, too?"

"You did in your dreams, only a little, but she told me more about you, like how you call Rainbow Dash a skittle."

His brow furrowed. "So you already know Twilight? You two must be friends? Did she tell you about Spider-Mane? It's meant to be a well-kept secret."

Zecora shook her head before she lifted the backpack with her teeth. Once she placed it down in front of Peter, her large blue eyes met his brown irises. "Twilight is indeed a dear friend of mine, to this day we share tea many a secret is safe, for she did not spill, I had to learn your secret using my own skill."

Scratching the back of his head, Peter could only shrug his shoulders and place his costume into his backpack."She's pretty wise. Reminds me a lot of Madame Web actually. Well, if Madame Web was younger, taller, cuter... and a zebra."He sighed inwardly. "Hey, Zecora. Do you think it's okay if you keep my identity a secret? I like to avoid extra attention if I can help it."

She smiled. "Your secret is safe with me, to that I can easily agree." Her smile vanished suddenly, as if a dark thought had come into mind. "I'm afraid we need to speak of an important matter, because if we don't, your heart will surely shatter. In your sleep you spoke of many terrible things, and I have a feeling you have endured them like many wasp stings."

"Please, God, no. Don't tell me I-"

She placed her hoof on his shoulder and offered a sympathetic look. "Your heart carries so much grief, if you simply talk to your friends, you may find relief. I will not pry, but I insist you give it a try. Guilt is overwhelming when it has grown, but I assure you that you will not have to face it alone. Whenever you are ready to open your heart, to seek me out would be most smart."

"This is ridiculous! Now I'm whining in my sleep? My problems are my own, and I'm not going to drag anyone down with me."His eyes widened at a late realization."Idiot! I forgot about Applejack! She's probably worried sick about me. I better find her and apologize before it gets too late."

However, Zecora's words drifted over his mind like the sun piercing darkness. He admitted that a part of himself wanted to talk about his problems with his new friends, but his guilt wouldn't allow him to do something so selfish. It was one thing to worry himself, but he could never cause others grief for his sake. If anything, it'd be best if he just ignored these urges to talk. That would be the easiest thing to do.

Peter used his teeth to zip his bag up and very gingerly slid it over his shoulders, trying not to aggravate the gash on his back. "Sorry, Zecora, but I can't do that. Tempting offer but no deal. I like my new friends too much to bug them with my problems. Thanks for patching me up though. Try not to run into anymore Hydras if you can help it." Peter stopped in his tracks and placed his hoof underneath his chin. "Um... I'm no Harry Potter, just Peter Pony Parker. Now before it gets darker, I must make my... departure?"

Zecora closed her eyes, shaking her head inwardly at the colt's rhyme, but she offered him a smile, giving him her best wishes in the form of silence. As he left the hut and ran off into the forest, Zecora stole a glance at a small empty pot that rested next to the table where Peter previously slept. Some of its contents remained, but the majority had been ingested in his sleep. Zecora closed her eyes and sighed.

"I am sorry for my horrible deed, but I know you will soon be in need. I know you will not have the faintest clue, but I promise the truth serum I gave will only help you. Peter, I will be waiting for your return. Do not hate me, but this is a trial in which you must learn."


"That wasn't weird. That wasn't weird at all. The Hydra? No, that was pretty normal. Zecora, on the other hand, reminds me too much of Madame Web. She's oddly cryptic, and what's with the rhyming? Seems like a lot of trouble to end every sentence in a rhyme."

Peter jumped over a stump and suddenly felt something slip in his mind.

"I would be lying if I said she wasn't cute in an exotic way though. She's pretty wise and a little on the tall side, too. I'll have to go back and hang out with her the next chance I-"

"Wait. Whoa. What the heck am I thinking about?" Peter said, snapping his inner monologue. "Why did I just-"

"Peter Pony Parker!"

The voice echoed across the forest and sent a chill through Peter's spine. He hesitantly turned, but the color left his face when he saw Applejack galloping full-speed in his direction. The glare she bore was venomous enough to poison Peter again from a distance. He held his ground, hopeful the pony wasn't too upset, but that proved to be a mistake once his spider sense warned him of the danger approaching.

He raised his hoof in a weak protest attempt, only to be stampeded into the ground. As if the Hydra just ran him through, Peter struggled to get a grip on his bearings. However, a pair of hooves pulled him up, and before he could react, Applejack slammed her forehead against his, nearly knocking him unconscious again.

"I take it you're looking for me?" he said in a slur before a disturbing sight brought him back to reality. Tears slid down Applejack's freckled cheeks as her glare softened to worried gaze. "AJ... are you crying?"

The blonde slid her hoof across her tear-stained cheeks and wiped them clean. "Pete, what in tarnation were you thinking, running off by yourself into the Everfree Forest? That's just stupid!"

Applejack reared her hoof back, ready to strike Peter seemingly, but she only sighed and patted the pony over the him across the face. Peter's eyes widened at the girl's behavior. She rushed into the forest looking for him. They had only been friends for a week, but Applejack went out of her way to see if he was okay. His guilt resurfaced. In his pity party, he had caused a good pony a ton of grief.

His lips curled into a sad smile. "I'm sorry, AJ. I had a lot on my mind, and I didn't want to worry you."

"Well, congrats! You worried the hay out of me with that little stunt!" Applejack said, pushing Peter slightly. Inhaling deeply, she brushed the last of her tears away. "Partner, if something's on your mind, you can tell me. After all, isn't that what friends are for?"

Knowing that her words were true, Peter only nodded. While he was still adjusting to Equestria, he still carried all of the baggage he had at home. To pass his problems onto others was selfish, but making them worry over nothing was even worse. Like earlier, he felt compelled to talk to Applejack about what was on his mind, especially the matter concerning Gwen, and it was stronger this time, as if his entire being was egging him on to open up. Peter managed to resist the temptation, but he glanced back at Everfree Forest and smiled inwardly.

"Not today, Zecora... but soon. I promise."Peter turned back to Applejack and scratched the back of his head. "I'll make a note of that, AJ. I promise not to run off like that again." He chuckled sheepishly. "Just stop crying. Cute girls should never cry." His eyes shot open."Dude! You said that out loud? Are you losing it?"

Fortunately, he couldn't dwell on his words for long. Applejack giggled and gave the colt a friendly wink. "Well, cute fellas shouldn't be running off. Just know you owe me, Pete. Now come on. Twilight's probably worried sick about you."

The blonde turned, prompting Peter to follow, and the pair made their back into Ponyville.

"So what do I owe you exactly?" Peter said, earning a kick to the side from Applejack.

She winked. "I'll be sure to let you know."


"...and ever since that day, Spider-Man swore to uphold his uncle's saying, 'With great power comes great responsibility,'" Twilight said, trying her best to choke back her growing tears but failing miserably. "But to this day, he refuses to forgive himself for what happened to his uncle. I do not want him to return, not with his heart so heavy with grief. If you have the strength to continue reading, please remember the tale of Gwen Sta-"

The door downstairs opened, causing Twilight to slam the book abruptly. She left it on the pedestal and found Peter at the bottom of the stairs with a smile on his face. However, as if her mind had left her body, Twilight trotted downstairs, and before Peter could respond, she rubbed the side of her head against his cheek affectionately, earning a baffled stammer out of the colt.

"Uh, Twilight? Did I miss something?" he struggled to say, his face matching a shade of crimson. A lovely scent poured into his nostrils, only adding to his struggle. "You smell nice by the way." His thoughts screamed. "What in the name of all that is sane is wrong with you, Parker?"

Finally coming back to her senses, Twilight's eyes shot open before she stepped away from Peter. Her cheeks burned with embarrassment. How could she have acted so silly? She just read about his personal life. Twilight felt sorry for Peter, but it didn't change the fact that she had invaded his personal space and peeked into his secrets,bothwithout his permission even. Shaking her head madly, Twilight, placed her hoof over her mouth and cleared her throat.

"Sorry, Peter. I was just happy to see you. You've been gone all day. I was worried," she said rather forcefully.

Luckily, the moment seemed to have flown over his head. Peter shrugged his shoulders and smiled lightly. "Well, if I didn't know better, I'd say you were quite bored without me."

"Quite the contrary. I managed to get quite a bit of work done today. You weren't here to distract me after all," she said, cringing right after.

Her lies were absolutely horrible, and anypony with a brain could see right through them. However, Peter was still oblivious, only responding by collapsing on the couch that had grown to become his bed. Twilight thanked Celestia for her roommate's dense nature and closed the door to the room where the special book rested. She would read more of it at a later time. For right now, all she wanted to do was talk with Peter and ease his mind.

"How was your day by the way?" Twilight said as she placed her flank on the end of the couch where Peter's lower hooves rested. She smiled at his resting form. "Tell me everything."

With his eyes closed, Peter steadily drifted off into dreamworld. However, he knew Twilight was with him, so he tried his best to delay the trip for as long as possible. "I got my costume back and talked to your friend, Zecora." Unfortunately, his mouth was not ready to stop. "Oh, and I fought a Hydra today. Even got poisoned."

Peter's thoughts groaned. "Oh, sweet heavens. Tell me you didn't just-"

Twilight jerked Peter around and snapped, "You didwhat?"

As the unicorn scolded him into oblivion, Peter's mind could only dread the incoming future. At this rate, if the dragons and ponies didn't kill him soon, his blabbermouth would.

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