> Spiders and Magic: Edge of Time
>  by MetalJrock
> --------------------------------------------------------------------------

> A Nice Day
> --------------------------------------------------------------------------

Twilight laid the red-and-white checkered blanket on the grass. A purple aura surrounded it as she gently placed it on the ground. In her mouth was the handle of a basket filled with food and many other snacks and treats for her friends and family. The alicorn mare bent down and placed it on the center of the blanket. She looked behind to see her daughter Mayday, and her husband Peter Pony Parker.

"I'm so excited!" Mayday exclaimed, the young filly practically bouncing with each step. Peter chuckled at his daughter's enthusiasm.

"Calm down, sweetie." Peter told May. "You're like your Aunt Pinkie sometimes." he teased. "And that's not a bad thing at all."

Nearby were Trixie and Spike, who were a part of the Parker-Sparkle family. Everypony in the family was getting ready for a small picnic with their friends, something they do every once in a while whenever the time was right and they could all meet up. 

"Your father is right, May." Trixie laughed facing her niece. "Though, it's cute when you do it."

Twilight looked at the sight with a smile. They really were for the most part one happy family. The mare watched Peter and Spike looked at the treats, their eyes widening and she even saw Spike try to grab something in the basket, but Peter despite his hunger, resisted the urge, pressuring Spike to do the same.

"I gotta have just one!" Spike mumbled, his clawed hand slowly reaching inside the basket.

Peter shook his head. "No, Spike! Once we start we'll never finish!" he jokingly pleaded, exaggerating the situation at hoof. "The cupcakes are just too good!"

"That's why I gotta have a bite!" Spike told his brother. Both of their stomachs were rumbling. The dragon held his gut. "Oh man... Soon, Peter, soon." he grumbled.

Peter laid on his stomach, slowly reaching for Spike. "I'll make sure your sacrifice wasn't in vain, Spike!" he declared, Spike pretending to pass out.

Trixie and Mayday watched the scene in amusement. "Your father is an idiot sometimes." she sighed with a smirk to Mayday, who held in a laugh at the sight.

"Alright, boys. You can have one!" Twilight told the hungry duo. Peter and Spike smiled and nodded as they each placed hand hoof in the basket and held a cupcake in their grasps.

The sound of loud munching was heard with pleasant groans following it. 'Yep. Hunger satisfied.' Peter thought, taking another bite out of the cupcake. Spike smiled, "Man, Pinkie really outdid herself this time! They just keep getting better and better!" the dragon complimented before taking another bite.

"Hey! Save some for us!"

Peter looked up and saw Rainbow Dash hovering above the blanket, on top of a cloud she was lying on. "Hey, Skittles!" he greeted the pegasus with a wave.

"Hi, Auntie Rainbow!" May squeaked.

Dash smiled. "Hey, kid! Ya got bigger since the last time I saw ya!" the pegasus nuzzled the young filly. "Are you keeping those lovebirds in check?" she gestured to May's parents who were starting to eat. Mayday chuckled.

"That's Aunt Trixie's job!" the filly joked. "And you saw me last week!"

"You seem to share your father's annoying sense of humor." the unicorn playfully grumbled.

"Aw, we're just messin' with you, Trixie!" Dash responded.

Trixie replied, "Yes, Rainbow! Trixie knows how to take a joke. After all, I've lived with Peter for what feels like an eternity."

"Hey, you love my jokes and you know it!" Peter told his roomate with a smile. "What would you do without my witty and charming sense of humor?"

"Not go insane?" Trixie answered.

Peter crossed his hooves and huffed, though the action was more childish than serious. "Though, we wouldn't change that for the world." Twilight added, hugging Peter.

Trixie sat down. "Heh. Trixie knew that would annoy you." she jested to her roomate.

"What is going on here?"

The family and Rainbow Dash saw Rarity and Fluttershy walking. "Sorry we're late, Fluttershy and I were having quite the relaxing trip at the spa, weren't we darling?" Rarity said, and Fluttershy nodded in agreement with the unicorn's question.

"You guys went to the spa, and you didn't invite me? You know how the superhero business twists my back," Peter teased, gesturing to his back before sitting back down. "And every other part of my body, actually. Very painfully I might add." he jested.

Trixie shook her head. "You're probably the only stallion to be offended that they didn't go to the spa." she joked.

"Hey, my job requires a lot of work, and my body parts start to tie themselves in knots. I never got the comfort of going to a spa to get rid of those aches with such good friends back on my world." Peter replied holding his back.

"It is fun..." Fluttershy admitted.

"Hi everypony!" a cheery voice shouted in the distance.

Peter smiled. "Well. If it isn't Pinkie Pie and Applejack." he noted, seeing the two earth ponies. Pinkie hopped happily while Applejack simply walked.

"Howdy there." Applejack greeted. "It sure has been a while since we got together like this, hasn't it?" she wondered, tipping her hat.

"My word," Rarity realized. "It has been quite a while. I do hope we can make more time. I really do miss all of us getting together like this."

"Yeah... It takes me back..." Fluttershy added.

"Don't worry, girls." Twilight slowly assured. "No matter what, we'll always have each other. It's just that Peter and I have been busy with Mayday and my business as a princess and him as a diplomat..." she trailed off. "It's just not as easy to take a break..."

"As if I'd leave any of ya behind." Rainbow added. "We've been friends for years, and despite everything that's happened, we're still sitting here together, aren't we?"

"Rainbow and Twilight are right, Rarity. Ah don't think we'll be goin' our separate ways anytime soon." Applejack responded to the fasionista unicorn.

"Yep. Mayday and I will make sure of that," Peter said before dropping the topic altogether. "By the way, Pinkie. You really went all out with these cupcakes. It's like everytime I eat one, they just keep getting better. How do you do it?" the stallion asked the pink party pony.

"Well, Twilight told me we were getting together for a nice picnic, and then I was like 'Really?' and then I hopped into the kitchen, grabbed all the nice ingredients and made them because I wanted them to be really super duper special for this occassion!" Pinkie explained in what sounded like a single breath with no breaks.

"Thank you, Pinkie." Twilight said.

"I love them, Auntie Pinkie!" Mayday exclaimed, the young filly eating a cupcake of her own.

"I knew you would love them, Mayday!" Pinkie said to the pegasus, smiling at her happiness. Pinkie grabbed a treat and threw it into her mouth, swallowing it in one gulp without chewing at all, confusing everypony there. "I'm glad you all love them!"

"So what do you gals wanna talk about?" Applejack pondered to her friends.

"I've been busy with a new line of dresses for a special customer that lives in Canterlot." Rarity revealed. "It's been very busy for the past week, what with me trying to make the deadline, but I always have time for old friends."

Rainbow Dash decided to speak up. "I'm top of the class at Wonderbolt Academy! Hopefully I'll become a member soon!" the rainbow-maned pegasus bragged. "What about you, AJ?"

"Apple harvest season is beginnin' soon, and ah was hoping y'all could lend a hoof." Applejack said, the earth pony a little hesitant to ask.

"I promised that we'd help. Last thing we need is a repeat of what happened last time you did it on your own." Twilight told Applejack. "You were really sleep deprived the first one you did when I started to live here..."

"Ugh... Baked bads..." Pinkie groaned, resisting the urge to gag.

Fluttershy quietly began, "Um... The animals have been doing very well. When did you want me to check on Ursa?"

"Oh that's right. How about next week?" Parker suggested.

"Oh, okay..."

Gasping, Pinkie started to speak. "Well, the bakery has been busy for a long while and then I just kept working, luckily Mr. And Mrs. Cake were helping me otherwise I wouldn't know what to do about all the hungry ponies and then Twilight walked in earlier today and told me about the picnic then I made the cupcakes and now we're here!"

"Well. That pretty much sums it up... I mean, things have been quiet lately back at home for us, so we have nothing special." Peter said

"Ooh! Daddy can you tell us about one of your hero adventures?" Mayday asked.

Rainbow smiled, "Yeah, Pete. Those are always awesome!" she told the stallion. Peter rubbed the back of his head, looking at the ground with a nervous smile.

"What haven't I told you about anyway? I would like to keep these stories 'kid-friendly' since I have a young daughter anyway." Peter told the ponies. He put a hoof on his muzzle, wondering what he should talk about. For the most part, he's pretty much gone through most of his history, but then an idea popped into his head.

"Is it okay, honey?" Peter asked his wife.

Twilight nodded, "As long as it doesn't scar May for life, Peter. I trust you, after all, everypony sitting here, myself included, loves your stories." the mare reminded him. "Though, after what happened with your memories..." the alicorn trailed off.

"Alright then, because you all may have known about this one, I'm not really sure."

"Yay!" Mayday shouted in glee.

"So, sometime before I got here, I found my old foe Mysterio stealing something in Empire State University late one night. Obviously, I came to foil his plans. Unfortunately, he wanted an ancient powerful artifact called the Tablet of Order and Chaos and sell it on the market and use it for his own nefarious purposes." Peter began catching everypony's attention.

"That sounds awful..." Fluttershy said.

"So, as I was getting ready to stop him, he holds the tablet in front of him, causing me to accidentally punch and shatter it. Mysterio got away and Madame Web contacted me. Turned out that each of the fragments that broke were lost in three other dimensions besides my own."

"Three other worlds?" Applejack questioned. "Ya mean there's more worlds that ours and yours?"

"Yep. Some vastly different and some almost similar." Parker briefly explained, trailing off. "But obviously, out of all the Spider-Men, I'm the best." he pointed to himself.

"Who is Mysterio?" Trixie asked.

Peter raised a hoof, "An old special effects artist who grew bitter because he couldn't get an acting career. He decided to use his genius as a criminal. He used his effects to create near-lifelike illusions to mess with me and other vigilantes that got in his way, like Daredevil or even the Punisher. Quentin Beck became the man with the fishbowl on his head himself, 'The Master of Illusion', Mysterio." explained Peter.

"What a narcissist." Trixie huffed, each of her friends glaring at her after saying that. "What? Is there something in Trixie's teeth?" she poked her hoof in her mouth, wondering if that was such the case.

"Anyway..." Peter continued and ended the silence. "Madame Web got into contact with the Spider-Men of those worlds. The first was a version of me from a darker time on Earth in the past, which I won't expand on because it was a very grim era in our history and that's something I don't wanna get into today. Another was a version of me still a teenager in high school, but I wore the black suit..."

"Black suit..." Rarity paused, as though she was trying to figure something out. "Oh..." she recalled seeing that in Peter's memories, how it changed him and created one of the most vile creatures she had ever witness. "Why on Equestria would he take it back?"

"I'm not too sure on Venom's status in that universe, but Madame Web made sure that he stayed in complete control of the suit while he wore it for that time. He really needed it too, but from what he told me and the other spiders it became a near pain because of what he was up against while wearing it. I kinda felt sorry for him."

"Venom..." Twilight hissed. "Luckily there are no other symbiotes like that one, right honey?"

"Yeah..." Peter hesitated to answer, not wanting to see Twilight worried right now. "He also had gotten stuck fighting Deadpool. Poor kid..." he lightly laughed at the thought of fighting someone as loony as Wade again.

"That crazy assassin..." Twilight groaned.

"Hey! Wade's awesome!" Pinkie defended.

"How do you two...?" Peter started to say something, but shook it off realizing that he was better off not knowing anything about this, lest he lost his sanity. "Never mind."

"What about the third one?" Fluttershy wondered.

"Well, the third Spider-Man wasn't a different Peter Parker, but my successor from the future. Miguel O'Hara, the Spider-Man from the year 2099."

"Woah! The future!? That's awesome!" Rainbow exclaimed.

"Yeah. He is pretty much one of the only heroes of that time, long after the 'Heroic Age'." he told his friends and family and emphasized the last words.

"Did he get bit by a spider too?" Spike inquired.

"No. Gene splicer merged his DNA with that of a spider. He's more of a spider than me. He has sensitive eyes and talons on his fingers for example."

"Ouch." Twilight and May cringed.

"Together the four of us fought our enemies, got the fragments and defeated a full powered Mysterio, who had the Tablet of Order and Chaos in his possession. After that, we all went our separate ways." the stallion finished the story. But then his mouth opened, remembering something. 

"Oh that's right, sometime after we went our separate ways, I remember Madame Web telling me that a cartoon pig version of myself showed up, wondering what was going on. Spider-Ham was a little bit late in that regard." the stallion chuckled.

"Do you think you'll ever meet them again?" Rarity asked.

Sighing, Peter shook his head. "Not likely. As much as I want to, the rift between our worlds for the most part stayed closed after Twilight and I got back after stopping Osborn, it would take a lot for anypony or thing to come here or to go back to Earth." he reminded everypony, recalling his last adventure as a human before living the rest his life in Equestria with Twilight and their evergrowing family.

Suddenly, dark clouds covered Ponyville, "Uh... Skittles? Is there supposed to be a storm?"

Dash raised a brow, looking up. "What the hay?! There weren't supposed to be clouds today! This is what happens when I go on vacation?" the pegasus crossed her hooves in frustration.

"Um... Maybe it's a cloud from the Everfree Forest?" Fluttershy suggested.

"She could be right. It's not like the first time something like this happened. Maybe it just made its way over here." Twilight added.

After saying that, a strange vortex opened up above everypony and the picnic basket. Peter held Twilight and Mayday close while standing in front of his friends, keeping them back from whatever that vortex was. "What the hay is that!?" Rainbow practically shouted.

"I don't know!" Peter answered.

Something fell out of the portal. 'Not something. Someone.' he looked at the figure. It was a human. He wore a glowing blue costume of sorts, a red emblem covering his chest connecting to the back of his arms with spikes protruding off the wrists, and strange eyes that mimic the chest symbol.

The man reached a hand out, his vision blurry and unable to see where he landed. The hand nearly touched Peter's muzzle, to which the stallion backed away slowly, the figure's hand dropping onto the ground in exhaustion.

"No way..." Peter mumbled.

"Parker... I need to f-find..." the man groaned before slipping into unconsciousness. A white aura lifted the man transforming him into someing else, his costume unable to fit his new body. The magic of the world changed him. They could see a pony underneath the now baggy costume.

"Uh, Peter? Who is that?"

Gulping, Peter answered with wide eyes. "That's Miguel O'Hara... The Spider-Man of 2099!"
> Unexpected Visitor
> --------------------------------------------------------------------------

Everypony had returned home while the Parker-Sparkle family went to the Treebrary, where Peter and Twilight laid Miguel down on their bed still in what was left of his costume. "Oh man, oh man, oh man..." the two words were being repeated by a shocked Peter, who's brain was about ready to shut down.

First thing that Twilight did was use her magic to remove the human-shaped costume off the former human's body, wrapping the stallion underneath the covers. Bruises appeared around his face and on some parts of his body, showing that he was indeed in a fight before ending up in Equestria.

"How...?" was all Peter could muster out, the prince shaking the almost literal cobwebs out of his head. He looked at the unconscious stallion sleeping on the bed. "Man, O'Hara, you really did something crazy today. What happened?" he whispered to the unconscious stallion.

"Hey, guys, how's he lookin'?" Dash hovered into the room, wondering about Miguel's status. 

"He's alive, thankfully, but he'll be sleeping for a while..." Twilight told the pegasus.

Mayday looked at Miguel's resting form, turning to her father to ask a question, "What happened to him, daddy?"

Peter shrugged, being just as curious as his daughter. "I wish I knew, sweetie. I'll be sure to get the answers once he wakes up." he answered to Mayday.

'Man, whoever did that must've been powerful. It was probably the work of that evil corporation that he tries to stop, what was it called? Alchemax, was it?' Peter thought, trying to deduce who could do so much damage to Miguel. Luckily for O'Hara, the suit for the most part remained undamaged, but the former human would probably want it in case he was followed.

Grabbing the surprisingly undamaged costume in his hooves, he draped ir over his back. "Twilight, honey, I'm going to visit Rarity real quick. Can you keep an eye on him?"

"Of course, Peter. Why are you going to the boutique?" his wife asked him.

"I wanna see if she can get the suit modified to fit Miguel once he wakes up, I'm curious to see if she can work with material like this to fit a pony. But she can probably do it."





"Oh, Peter. What a surprise to see you here so quickly after what happened. How is he doing?" the fasionista questioned briefly.

Raising a hoof, Peter answered, "He'll be fine, Rarity. I was actually wondering if you had a moment to spare."

"Oh yes, darling, I could use a break from this..." Rarity placed the needle she was using on the table gently, the blue aura fading from it. "What is it?"

"Just a little experiment..." Peter began, grabbing the blue costume with his mouth, gagging at the taste of dirt. The hero released it on top of an empty table, where it could not get in the way of anything the unicorn was working on.

"Is this Mister O'Hara's costume?" Rarity asked. "I must say, it looks very different than yours. More spider than pony... You wanted to see if I can make a costume based off this, am I correct?"

"Uh... Not quite..." Peter rubbed his mane. "Unlike my costume, Miguel's suit is made up of Unstable Molecule Fabric, which makes it near-indestructible which is why despite being in a huge fight, the suit was intact." he explained briefly for Rarity to understand the situation.

"You want to see if I could find a way to change the design to fit Miguel's new body... That would seem to be a difficult task, but I think I can do that." the unicorn replied.

"And I know, you're extremely busy with what you're doing, so I'll help. I've worked with this kind of fabric before back on my world when I was helping my old friends, the Fantastic Four. Huh, I should've used the design of the suit they owned me to upgrade my own now that I think about it..." Peter began to switch subjects in an instant.

Rarity put her hooves over her mouth, "Oh, Peter. Don't worry about doing that. I think I can modify Mister O'Hara's suit for you by myself."

Peter waved a hoof, "No, I insist on helping. You never worked with this type of material, and, not to be pushy or boastful, but my experience could help you. It's the least I could do for how many times you repaired my costume..."

"Hm... I suppose so, but I don't want to seem ungrateful for all that you do..." Rarity began before Peter interrupted her.

"Rarity. Generosity can go both ways..." the stallion insisted once more.

With a defeated sigh, Rarity answered, "Yes, darling. Of course you can help. Actually, I am fascinated by these unstable molecules you mentioned," the unicorn used her magic to life up the costume to get a better look at it, "AndI love its design. I can't change the look too much, it's too good."

"Heh. Yeah, Miguel, as much as I don't want to admit it to him, has a cooler suit than mine, being futuristic and all." Peter admitted. "We can start whenever you're up for it."

"Actually," Rarity started to say, pulling out a supply kit of materials she usually has whenever she gets an order, "Do you wish to get started now?"

With a shrug, Peter walked to the table and sat down next to the designer unicorn, who observed the costume closely, wondering how modifying such a piece of fabric would even work.

A few hours passed, and no discernable progress was made on the costume, so far they managed to at least change the position of the arms and altered the mask a little to fit the face of a stallion. "I am sorry I couldn't do much, Peter." Rarity apologized. "But I must get back to this order soon."

"No, it's fine. You seemed tired anyway, I'll just ask Miguel what to do with it once he wakes up." Peter comforted, assuring the unicorn that he had no qualms. "Good luck on the order!"

"Thank you, darling!"





Peter dropped the costume on the floor next to the unconscious Miguel, who was still. The stallion was about to leave the room, but he heard something. 'Mumbling? What the heck was that?' stopping in his tracks, Peter turned around and gazed at Miguel, who whispered something in his sleep.

"T-Tarantula..." O'Hara quietly spoke.

'Tarantula? Is that like some evil Spider-Man from the future he fights? Is that who did this to him?' Peter thought.

Suddenly, Miguel snapped awake sitting upward. His panting grew heavier by the second, sweat pouring down his face. He went to wipe it, but he felt no fingers do such an action for him, he looked to his appendage and saw a hoove instead of a hand. He screamed in shock, and in his panic shook himself out of the bed and landed face first on the floor.

"I did the same thing too." Peter said.

Miguel opened his eyes and tried to stand, having trouble remaining still, not used to standing on all fours. 'No way. He sounds like him, but... Do we really look like this now?' O'Hara thought.

"Parker... Is that you?"

Peter nodded, "Yeah. You took a nasty beating, O'Hara. I can still see the cuts and bruises. You were knocked out when you arrived here and was out of it for a whole day." the stallion explained briefly.

"Alright, I have a lot of questions, but I think the one I'm about to ask deserves an answer." Miguel snapped.

"Go right ahead."

Miguel accidentally unfurled his wings in confusion and anger, "Why the shock are we horses?!" he asked.

Peter shook his head in disbelief upon seeing Miguel's wings, "Oh come on! How come you get to be a pegasus!?" he sighed, "Life's unfair sometimes..."

"Just answer the question!"

"Okay, okay! The magic of this world turns us all, or most of us anyway, into ponies, we're in another dimension called Equestria, alright? This is... Kinda my home now."

"So, this is where you went after you left? All the sources never specified where you went to." O'Hara realized.

"Wait, you mean that there are history books  about me now?"

"Shock yeah. There wasn't much to go by, but your final battle and legacy on Earth has been documented and preserved for the future generations including up until my time." Miguel revealed.

"Wow, I'm a legend on Earth? Weird... I still remember the days where everyone in New York called me a menace."

Miguel managed a smile, "Well, ya earned it. Heck, I still remember the whole thing with the Tablet of Order and Chaos."

"Have you seen any of the other Spider-Men since then?"

The time-travelling stallion shook his head, "No. Madame Web hasn't spoken to us since we parted ways. So, we're on our own for now, Parker."

"You mean she didn't send you here?"

"No, there's another reason why I'm here." Miguel replied.

A voice was heard, getting the attention of the stallions, "Peter?"

"Who was that?" Miguel asked.

Peter let out an 'oh' before answering, "That's right," he began, watching as Twilight walked in the room to see Miguel awake and standing, but slightly fidgeting with his new hooves. "Miguel O'Hara, meet my lovely wife, Twilight Sparkle."

"Oh stop that..." Twilight said bashfully as Peter wrapped an arm around his wife.

"This is the same pony that documents said were your girlfriend? Shock, it's a pleasure to meet you," Miguel greeted in a friendly manner. "Congratulations you two."

"Thanks..." Peter said.

"Documents?" Twilight questioned, "So back on Earth-in your timeline-the humans wrote about our time there to stop the Green Goblin for good?"

"What the shock brought you here to begin with, Parker? There are so many holes that not even the records can fill them up. How did you even get here?"

Twilight decided to speak up, "I can explain that. A dragon was destroying this town, Ponyville, and there was some magic interference meaning that I couldn't stop it, but I found a book. A spell to summon the 'Greatest Hero in the Universe' it said..."

"It brought Parker, didn't it?"

Peter nodded, "Yeah, nobody was expecting that. So after some adjustment from my end, I learned how this world operates, and how friendship seemed to be a source of magic here. Heck, at that point I was a broken shell of a man, still torn apart by the death of Gwen..."

"Oh shock... That's right..." O'Hara whispered in condolence.

"But Twilight helped pick me up, and her friends as well. You should meet them tomorrow, they're awesome."

Twilight continued for Peter, "Sometime after we got together we learned that the Green Goblin had stolen the Master of Chaos, Discord's, power and sought to kill Spider-Man. He sent a pony named Sunset Shimmer to steal my crown, the Element of Magic, to use its power."

"So we followed her to Earth," Peter continued, the stallion raising a hoof while speaking. "Turns out that a friend of ours, Princess Luna followed us as well. We stopped Sunset Shimmer and brought her back to the side of good, but at that point most of my friends were put under Osborn's control. Luckily, we still had our friends, Spike, and my old friends Black Cat and Wolverine."

"After we stopped Osborn's team known as the Sinister Six, Luna bonded to the Venom symbiote..."

"Of shocking course Venom was involved..."

"Wait, Venom is around in your time?" Twilight asked.

Miguel nodded and gave her a vague answer, "You have no idea what goes on in my timeline."

"To be blunt with happened next, I died... But Luna used her magic to revive me and Twilight destroyed the symbiote for good... In doing so, a dark entity was placed within me, and it possessed me when we fought Osborn for the last time. Twilight ended him for good when I lost myself, and then we came back here for good to live peacefully."

"Daddy?" a young female voice called.

"Huh? Mayday?" Peter picked up the young filly.

"What the- You have a daughter?"

Peter nodded, "Yeah... Mayday, meet your Uncle Miguel."

"Uncle Miguel? I actually like the sound of that." O'Hara admitted.

"Are you the future Spider-Man dad talks about?" the child asked.

"Yeah. I guess I am." Miguel said with a smile. 'I'm a shocking uncle now? Man, Parker got lucky. He deserves it too, what with all the crap he went through.'

"Alright, sweetie, don't you think you should be asleep?"  Twilight questioned her daughter.

"Ok, mommy. I just heard Daddy taking in here and wanted to see what it was about." May said before hugging her parents and trotting back to her bedroom.

"Nice kid."

"Thanks."
> Across Time and Space
> --------------------------------------------------------------------------

The sun began to shine brightly through the window, causing Miguel to shield his sensitive eyes. He picked up his glasses, but realized that his glasses would not fit him due to his unique physique. Yawning, O'Hara got to his hooves, looking for something to cover his eyes with. He squinted his eyes, hoping to get a batter look at his surroundings. The living room was empty, minus the furniture and nothing to cover his eyes with.

Deciding to look around, he trotted to the room he was taken to when he was unconscious. Glancing downward, Miguel spotted his costume. He tried to hold it up with his hooves, but it slipped out of his almost nonexistent grasp. "Shock me..." he muttered, once more trying. After a few more attempts Miguel finally managed to keep the costume in his nonfingered grip.

'I sure hope this works.' Miguel thought.

"Lyla." he said. Coming out of the wrist of the costume was a yellow transparent female, a hologram. A special helper AI used by various people in 2099.

"Yes, Miguel?" Lyla asked, now activated due to voice command.

"As you can see, Equestria's kinda changed my body, are you able to change the suit to fit my new body?" Miguel ordered.

"Sure thing, Miguel." Lyla answered, a yellow beacon of light shone on O'Hara, forcing his eyes shut. Once the bright light faded, Miguel opened his eyes and noticed that the once large human sized costume shrunk, now able to fit his pony body. It even had holes allowing his wings to move freely. "How's does it look?" the hologram asked.

"Fits. Thanks, Lyla." he muttered, trying on the costume. Surprisingly, it fit Miguel perfectly, even the mask was able to fit his new head and for the most part block out the light that his eyes seemed to hate. "Gotta see if Parker has some sunglasses, even I can't stay in my costume forever." the stallion said to himself.

"So, you got the suit fitted for ya? Heh, I was gonna get a friend to help me stitch it back together," a male voice spoke to the costumed stallion. Miguel turned around and saw Peter leaning on the wall, next to the door leading into the living room. "Saved us some trouble, I guess."

"I'm not here to make life easier for you, Parker," Miguel reminded Peter. "Do you have anything for my eyes; you do know right?" he questioned.

Peter nodded, "Yeah, I know what you're talking about. Luckily, I asked Rarity if I could borrow these." he said, holding a pair of sunglasses in his hoof. Miguel looked at them before holding it in his hooves, this time he got it on his first try. After placing the spectacles over his eyes, O'Hara noticed that his talons also changed, they were now small protrusions on the end of his hooves.

"Glad to know I could still use these." Miguel noted.

Testing his powers, O'Hara stuck his hoof to a wall, once he realized it's stuck, he placed the other hoof on the wall. He began to crawl up the wall to the ceiling. "Alright. Good." Miguel sighed, hopping off the ceiling and landing on his hooves.

"You're lucky. When I got here, I nearly lost my powers. But yours seem to be fine. Maybe it's because of the experiment that gave you your powers?" Peter said.

"Yeah... Maybe. Anyway, how the shock do I use these?" Miguel pointed to his wings.

"I wish I could help on that department, but as you can see, I have no wings." Peter pointed to his horn, "The sad part is that I can't even use magic from my horn ever since I was brought back to life."

"Magic? Parker, this isn't a child's fantasy."

Peter shook his head, "Have you forgotten where we are and who we are?"

Miguel paused, realizing that he was a pegasus with the abilities of a spider standing next to a unicorn with spider powers as well. "Point taken."

Miguel adjusted his sunglasses and started trotting, and Peter walked out the room with him. "How did you even get here, Miguel?"

"Chasing someone playing with power beyond their control." answered Miguel briefly.

"Um... Maybe we should explain this to all of my friends?" Peter offered.

"No thanks, Parker. I'm leaving today."

Hearing this nearby, while giving Mayday breakfast, Twilight walked into the living room. "Mister O'Hara? Is that true?" she asked.

"Yeah, I have no intention of budding around in a house all day waiting while the one I'm looking for is playing God and doing who knows what in this world," Miguel responded. "Now if you'll excuse me." he made his way out.

"Miguel, wait!" Peter shouted, right as O'Hara was about to walk out the door, "C'mon, O'Hara. We could help you. Remember when we worked together to find the Tablet of Order and Chaos? We kicked Mysterio's butt!"

With a snarl, Miguel replied, "Yeah, but that was because I had no choice. I can handle this on my own."

"No you can't." Twilight insisted.

"What do you mean?"

"What I mean is that you're in a new world, different than whatever timeline and dimension you come from! You could use our help." Twilight answered back to the annoyed spider.

"Yeah, what could any of your friends do that could help me?" Miguel asked sarcastically.

"This isn't their first rodeo, O'Hara." Peter told the time-travelling stallion. "They faced monsters before."

"Yeah, but this is beyond anything they've ever faced, I don't want anyone else getting hurt!" Miguel spat.

"Is that why you don't want us involved? You don't want anypony to be harmed in your battles?" the alicorn questioned.

"I just don't want anyone getting in my way."

"Ignore him, Twilight. He's usually focused on the bigger picture." Peter told his wife. "Listen to us, O'Hara. I've faced gods before. At the very least let me help."

"Peter-" Twilight began to say.

Peter raised a hoof, "I know what I'm doing, honey. I just need to convince him." he whispered.

Miguel sighed, 'I forgot how shocking stubborn he was.' he thought and rubbed his temple with both of his hooves in frustration. "Fine. But only if you don't slow me down or annoy me with your jokes." he declared.

"Says a lot coming from the guy who said the most quips while looking for the fragments."

Miguel held his head with a hoof, "I don't know what was wrong with me then. Madame Web must've done something to my mind when she augmented my powers." the time-traveller said, recalling how he threw out constant jokes for a while, even more so than his predecessor.

"That was strange..." Peter trailed off, the stallion crossing his hooves. "But can I at least convince you to change your mind about all of this? Equestria can be a dangerous place."

"Yeah, what do I have to worry about in this dimension?" Miguel questioned sarcastically.

"Oh, I don't know. See that forest over there? Try fighting off a hydra, or maybe climb up that mountain in the distance and pit yourself against two or more dragons at the same time." Peter replied in a stern tone, getting aggrevated by O'Hara's own stubborness.

Miguel remained still, underneath his mask he scowled at his annoying predecessor, "Shock it. Fine, you can help. But so help me if you so much as annoy me..."

"We won't be a problem, Mister O'Hara." Twilight assured, "In fact, my friends and I will make sure you feel right at home."

"Uncle Miguel?" Mayday called, walking near the door with wide curious eyes. "Are you leaving already?" the filly's innocence broke Miguel's barrier.

'Oh come on! Even I can't say no to that face.' thought Miguel. "Okay, fine. I'll stay. For now." he walked back into the kitchen, "Get your friends, Parker. I'll explain the situation once they get here, got it?"

"Yeah, I got it O'Hara."





"What the shock!?" Miguel shouted.

"Hi! Are you Peter's friend? Once this is over, I wanna throw you a huge party welcoming you!" Pinkie Pie popped up in front of the time-travelling stallion. Miguel looked at Peter with wide eyes.

"Is she always like this?"

Peter nodded, smiling at Pinkie, "Yeah, but you'll get used to it." he answered.

"Calm down, Pinkie." Rarity told her friend, "Let Mister O'Hara explain himself please."

"Thanks, but call me Miguel. Any friend of Peter is a friend of mine." he said with an honest smile.

Rainbow Dash hovered over Miguel, "That's a pretty cool suit. You should let me have a try."

"No thanks." Miguel turned her down, "I prefer this type of technology on someone who can handle it."

"Aw, come on! I can totally handle it!" Dash groaned,

"Ah don't know, Dash. Ya nearly crashed the Spider-Mobile how many times now?" Applejack questioned, not believing the rainbow-maned pegasus at all.

"That happened once!" she paused. "Twice..." she added quietly.

"Spider-Mobile? Really Parker?" Miguel asked in confusion.

His predecessor shrugged, "I need some way to get around Equestria, and since there are no tall buildings to swing from in Ponyville... Well, you see where I'm getting at."

"I guess, but still..." Miguel shuffled in his spot, looking a little uncomfortable.

"Are you alright Miguel?" Twilight asked.

"Yeah, yeah. I'm fine. Just not used to so much company." Miguel admitted.

"Eh. Like I said, you'll get used to it." Peter reminded his successor. Once Miguel sat comfortably in his spot he looked toward the ponies and dragon gathered around.

"Okay, guys. I'm not one for storytelling... But this is important. If all of you are, against my better wishes..." he whispered the last part so that no one could hear him, "Joining me, you need to know what it is exactly you're up against. I got arrogant and nearly lost my life in the process, I'll admit. Because it seemed easy at the time."





Earlier... In the future.

'I just wanna say that I'm jealous of Walker Sloan's progess...' Miguel thought, analyzing a scientist's file using a hologram, and looking over his records. 'Ever since he showed up at Alchemax five years ago, he began to act all high and mighty as if he owns the place. And that's the last thing we need... He even managed to shocking find temporal rifts in a different dimension and is able to harness Quantum Energy if I'm reading this data correctly.'

O'Hara looked over Sloan's current projects, 'He's messing with chronal energy. Not only could he travel back in time, now he could find a way to travel between dimensions...' he realized, looking over Walker Sloan's progess report once more. 'He's building a gateway within the top floors of Alchemax, and I need to stop him.'

Miguel turned off the hologram and faced his apartment window. He scowled looking over the high skyscrapers and flying cars that were passing right by the buildings and his window. 'This is my city to protect. And I'm not letting Alchemax ruin this city or the world across time and space.'

He put on his mask, allowing his window to open. Spider-Man 2099 jumped out, stretching his arms out, releasing his glider of sorts, slowing his descent greatly. Once he spotted a building, Spider-Man shot a strand of webbing from the top of his wrist, allowing it to connect to the high-rise building, 'Sloan may not have time to speak to Miguel O'Hara...' he began to say in his head, arriving at his destination.

Spider-Man landed on a wall, next to a ventilation shaft. He shot a ball of web at the fan blocking his way of entry. 'But people make time for Spider-Man. Especially those messing with chronal energy like this. Now, I gotta use the shafts to catch him off guard.'

Crawling inside, Spider-Man sighed, "For such a high-profit corporation like Alchemax, you'd think they'd either carpet their vents or make sure that I don't listen to their evil schemes. I've done that so many shocking times." he muttered.

He looked down at the glass surface, allowing him to see the lengthy hallways of Alchemax. 'Heh. Perfect. Right on schedule.' Spider-Man mused. He saw Walker Sloan walk into his department with his hologram AI, Joseph.

"Hello, Mister Sloan." the computer greeted. "I take it the project is ready?"

"Yes, Joseph. Mind escorting me?" Walker asked politely. The two began walking, with Miguel slowly following them, not wanting to draw attention to himself just yet.

"Stark-Fujikawa could dismantle our entire corporation Joesph," Sloan started to say to his companion. "I've been thinking... About this business, how we could use this company to shape a better future. Better than what we already have. If I were in charge."

"But sir, Tyler Stone is in charge, remember?" Joseph told the scientist, who chuckled darkly.

'Oh jam it. That can't be good.'

"Luckily for us, so far the portal seems to be a success though unstable, judging by the one experiment that we managed to retrieve from the past. If this is successful, then we could use the other dimension as a gateway, using the device to harness the energy within it, and use it as a testing grounds for a new era of Alchemax. Once that proves successful, we go back in time..."

"And you could dismantle Stark-Fujikawa and any other competing corporation before they exist, and shape the present and future in your image. You're a genius, sir." Joseph realized, and complimented his user, which pleased Sloan.

"Heh. I programmed you well, Joseph." Sloan said before Miguel lost sight of them entering the Time Lab.

'Shock me... He's going to create Alchemax earlier than predicted! Luckily it's unstable, meaning that I have time, but he's heading to another dimension? Then that means that another world could be put under Alchemax's iron fist. I have to stop him before he gets there, and fast.'

Spider-Man reached the end of the vent to the upper levels of the generator room, where he heard it activate. "Shock... He's already starting!" he ran to the nearest entryway, which was a hole leading from the generator room into the lab. Miguel jumped, opening his glider wings.

Spider-Man swung with a strand of webbing, chasing after Sloan, who had just activated the portal. "This ends now, Sloan!" the hero declared, landing in the lab. The scientist turned around, unsurprised by Miguel's entrance.

"Ah, Spider-Man. I knew you'd make it." Sloan revealed.

Spider-Man clenched his fists, "You're messing with power beyond your control! Messing with chronal energy beyond our own dimension!? You're shocking crazy!"

"Not crazy, Spider-Man. Innovative." Sloan responded in a calm, stern tone. He seemed unfazed by Miguel's attempt to stop his plans. "This world will be a better place under my control, but as of now travelling back at will is an unstable process. There is another dimension. One where I can harness enough chronal energy to make a safe trip back to the Heroic Age."

"Heroic Age? What do you have planned there?"

The scientist shook his head, "I don't have anymore time to explain, the other world needs me. You may speak to my associate Tarantula..." he gestured, walking into the gateway portal.

"Associate?" Spider-Man questioned. "Tarantula? What kind of name is that?"

On cue, Miguel felt the ground shake. He turned around, looking at he massive being in front of him. It appeared to be a large Man-Spider waring a blue hoodie covering its head and torso and jeans on its legs. It had four spider legs protruding of its back and lengthy talons.

"Oh right... Tarantula..." Miguel sighed.

Tarantula lunged one its arms at Spider-Man, catching him off guard and knocking him into a wall. 'Right. No Spider-Sense to help me. Why'd Madame Web get rid of that?'

Tarantula roared, grabbing the dazed Miguel by the throat, it hissed in his face. "Ugh." he groaned, smelling its breath through his mask. Spider-Man shot webbing in its eye, causing Tarantula to let go and try to rip the gossamer from its eyes. "Nice try!" Miguel shouted, flip-kicking Tarantula in the jaw.

Slamming its arms down once more to hit Spider-Man, Miguel avoided the attack, uppercutting the monster in the process. Tarantula successfully ripped the webbing off its eyes and roared once more, cleary angered. Spider-Man wasn't ready for the monster to shoot acid from the legs on its back, "Jam it!" the man hissed, barely missing the shot. 'I can distract him...' thought Spider-Man, I just need to time it right.

Tarantula roared, lunging after Miguel, but he faded out of sight the instant he made contact. The monster looked down in confusion, wondering where his target went. "Got ya!" Spider-Man shouted suddenly, appearing behind Tarantula. 'Accelerated Decoy. Makes up for lack of a Spider-Sense, I suppose.'

Tarantula grabbed Miguel from behind. The hero struggled in the man-spider's graps, unable to move his arms. He was thrown by the strange creature and hit a wall, but Spider-Man got back up. Tarantula raised on its arms, punching Miguel in the jaw. Spider-Man once more attempted to break free, but the creature held tightly. He once more jabbed Spider-Man, this time in the gut, knocking the wind out of the hero.

Finishing Spider-Man off, Tarantula threw Spider-Man once again, this time hard enough to leave a noticable dent on the metal wall where he landed. "Shock me..." he groaned, struggling to get up. Realizing he had no other choice to stop Sloan, Miguel staggered to his feet. He slowly stumbled his way to the portal.

Tarantula saw this and followed Spider-Man. Leapong as high as he could, Spider-Man jumped into the portal with Tarantula following him inside.

In the rift, Miguel tried his best to stay conscious long enough until he reached his destination. Something grabbed his limbs, almost as though the portal was holding him back. Miguel looked at a man wearing a red-and-blue costume get beaten, before fading to a horse wearing the same suit and a purple unicorn fighting a strange white monster. "Peter Parker..." the man groaned in realization before vanishing into the vortex.

The man felt himself land on solid ground, his vision blurry from the beatdown he was just given. He saw a group of blurry figures and he pointed up as he slurred, "Parker... I need to f-find..." he remembered saying before everything went black.





"And that's how I got here..." Miguel finished his story to everypony listening. "Walker Sloan's in this world somewhere along with Tarantula. And Sloan plans on bringing some strange creature with him. But he mentioned that there is some residue chronal energy here. Why is that?" he questioned.

Peter's eyes widened, recalling something. Something traumatic, that scarred him to his very core. "I may have an idea..." he replied, causing Twilight to turn her head.

"Peter, you don't mean..." she started to say, only to get cut off. Obviously, Peter's wife was the only person the hero could trust with a secret like this.

"What are you talking about?" Fluttershy wondered.

Peter gulped, "Sometime ago, I began an experiment based off one of Twilight's spells. A crystal capable of time-travel. I abandoned it after a couple days of research and experimenting since it was leading me nowhere and was too dangerous. But an accident caused me to vanish for twenty-five years, but when I came back no time passed..."

"What happened while you were gone?" Fluttershy asked.

Peter sighed, "I-I don't want to talk about it." he replied in a very somber tone, clearly uneasy thinking about what happened while he vanished and stuck in the future. Twilight nuzzled the saddened stallion, trying her best to cheer him up.

"So that explains the energy readings here..." Miguel realized, before looking at Parker's saddened face. "You alright Parker?"

"Yeah... I am." Peter sobered, shaking the flashbacks out of his head as much as he could.

"My word, I haven't seen you like that since we first met you, Peter." Rarity said worried for her friend. "Clearly something must be wrong to warrant such a reaction."

"I said I'll be fine." Peter dismissed with the shake of a hoof.

'I'm not too sure about that Parker,' Miguel thought, not buying a word Peter was saying. 'But I'll worry about him later. For now, I just have to figure out to use this shocking body and find out where Sloan went.'
> Rifts All Around
> --------------------------------------------------------------------------

"It's all in the wings, Miguel."

Miguel got into a stance, trying his best to unfurl his wings. Rainbow Dash, by Peter's suggestion, was trying her best to teach O'Hara how to properly use his newfound wings. He decided to wear his costume for this wanting to see if it would allow him to fly. 

"I have no shocking idea what that means!" O'Hara replied, annoyed by the rainbow-maned pegasus's advice. Rainbow Dash rolled her eyes in aggravation.

Peter laughed, "Keep doing it, Skittles. He's really learning." he joked, getting some amusement out of Miguel's cluelessness. "Just keep doin' what you're doing, O'Hara, you'll get it soon enough." he dug his hooves into the bag of popcorn he brought with him once more, continuing to watch his successor struggle. 

"I'm so glad you find this funny, Parker!" Miguel snapped.

Rainbow groaned, "What I'm saying is to not focus too hard on your wings, let them naturally go."

"See, now that's helpful!" Peter and Miguel shouted at the same time.

O'Hara bent down slightly once more, feeling something flap on his back. The wind blew in the opposite directions of his body. "Hey... I'm doing it!" he said with unfamiliar enthusiam, well to Peter anyway.

"Great! Now we just gotta get ya airborne!" Dash cheered.

Miguel looked upward, focusing on the desire to reach the sky. He felt his hooves leaving the ground, hearing the sound of his wings move on his back. Rainbow Dash hovered by his side, ensuring that he was safe in case he fell.

"Not bad, O'Hara!" Peter cheered on, pointing at the cyan pegasus, "I told ya Dash was a good flight teacher! See? I was right! Admit it!"

Miguel spoke back, "I'm not admitting anything just to prove you right, Parker! So for now, just stick with what ya have!"

"Huh. Didn't know there was a funny bone left in you, O'Hara." Peter quipped back to his successor. Miguel managed to ascend higher than before with Rainbow Dash tailing right behind him.

"Whatever Madame Web did must still be here, or maybe your lame sense of humor is contagious." Miguel teased, getting a snicker from Rainbow Dash.

"He's not wrong, Peter." Dash told the stallion, holding back her laughter as much as she could.

Peter crossed his hooves, huffing and with a pout formed on his face, "Still, I'm way funnier than you." he said, pretending to be childish. Miguel looked down at him from his spot.

"Hey, you can keep that title, Parker." Miguel told him, "I mean I'm supposed to be the reasonable Spider-Man, while you're the one that doesn't know when to quit." he reminded his predecessor sternly. "I mean you're a legend in my time for a reason, after all."

Peter stood back on his fours, moving his head so that he could look at Miguel, "Actually, in Equestria, the name's Spider-Mane, Pinkie gave it to me. It was a way to hide my true origins from the ponies until they found out, but at that point the name just kinda stuck."

"So, Miguel should get his own superhero name?" Dash suggested.

"Exactly, I was thinking, Spider-Mane 2099. So that way, we could tell each other apart." Peter offered. Underneath his blue mask, Peter could tell that Miguel was frowning, and was ready for a declining answer from the time-traveller. O'Hara descended, landing back on his hooves to the best of his ability.

"Shock no, Parker. I'm not using that name." O'Hara denied in almost an instant.

Raising his hooves, Peter shook his head, "Alright, but everypony in this world's probably gonna give to you anyway." he told the future pegasus, smirking while he did so. "So, unless you want Pinkie to bug you about it, then it's best to just get it over with."

"Jam it... Fine, but only while we're here. If you so much as tell the other Spider-Men about this..." Miguel started to threaten before Peter cut him off.

"Calm down, O'Hara. Heck, we're gonna get enough of a field day from Spider-Ham as it is. If we ever meet him again. So far, you're the first alternate Spider-Man I've seen since before I was warped to Equestria." Peter replied in a calm tone.

"Son of a glitch..." grunted Miguel.

Peter and Dash stood next to O'Hara, a silence broken by Peter speaking once more, "Now how about we take you to Sugarcube Corner, I think we could use a bite to eat to celebrate you flying for the first time."

"I don't need to-" Miguel's words were cut off by a loud rumbling sound coming from his gut. Peter and Rainbow Dash looked at him, Peter giving his successor a dull look.

"You were saying...?" Dash asked in a snarky tone.





Pinkie Pie tossed a tray of cupcakes in the direction of Miguel's table, the Spider-Man from the future watching it slide down until it stopped right in front of him. "It's been a while since I had something like this. Looks like something my brother Gabriel would make." he joked, removing his mask a little so his mouth was exposed, before grabbing a cupcake and taking a bite out of it.

"So, what do you think?" Pinkie and Peter asked.

Miguel continued to chew until a large swallowing sound was heard, "Well, these are actually pretty good..." he admitted to the pink party pony, who smiled in glee.

"Told ya." Peter said.

"I knew you'd like them, Miguel!" Pinkie shouted, hugging Miguel tightly to the point where he started to lose breath. Peter watched, holding back his laughter as much as he could. Miguel tapped the pink pony's wrapped hooves, gesturing for her to let go. Pinkie did so, and O'Hara inhaled, getting his breath back.

"I always knew you were big softie, O'Hara." Peter joked.

"Shut up, Parker." Miguel retorted.

Pinkie clasped her hooves together, "Now we just gotta have you try all of the cupcakes!" as she finished saying this, a large pile of assorted cakes and treats popped into place, dragged by Pinkie herself, almost out of thin air. Miguel removed his mask, trying to comprehend what he just witnessed.

"Uh, Parker... What just happened?"

Shrugging, Peter grabbed one of the many delictable treats from the table and bit into it, enjoying the taste. "We have a saying for something like this; it's Pinkie being Pinkie," he told his successor with a smile, who started eating more as well. "She's a fun person to be around, even if you don't know her. She's just that nice."

"Y'know. This world's actually kind of peaceful, unlike Earth. I kinda wish I was here on better terms." Miguel noticed. He sighed, "Now Alchemax has the potential to ruin this world as it did mine... Or will if I don't do anything soon."

Peter put a hoof on O'Hara's shoulders. "We'll find him, O'Hara. In fact I'm having Twilight and Trixie use a spell that would allow them to sense Chronal energy based on my notes and research from my... Failed experiment." he paused before saying the last two words, trailing off. Miguel noticed this.

"Hey, Peter? You alright? Everytime you mention that experiment of yours, you get emotional. Well, more emotional than usual." Miguel tried to comfort, but Peter shook it off.

"I-It's fine, Miguel. I told you yesterday, there's nothing to worry about," Peter replied, almost a little to quickly for O'Hara's liking. "Anyway, if we find any residue energy, then that would give us a clue to Sloan's whereabouts and we can track him down." he added, clearing his throat as well.

"Good. We should probably head back to your home to aee if they found anything." Miguel noted his predecessor, who nodded in agreement. They used their powers to grab as many treats as they could on the way, waving to Pinkie as they did so.





"Amazing..." Twilight muttered, the alicorn telling Trixie and Spike to note down the location of where she sensed the energy. Spike held a notepad with details to the best of Twlight's ability of where she tracked the Chronal energy.

"Did you find more, Mommy?" Mayday asked, holding up Peter's research.

"Yes, sweetie. You reading daddy's notes are really helping." Twilight told her daughter. 

"What did Peter do, anyway?" Spike asked.

"Remember that spell I used to warn my past self to not worry about the future, thinking that Equestria was going to end?" the princess asked Spike, who nodded. "Well, Peter wanted to find a way to use that energy and store it in a crystal, but it seemed to dangerous. So, I asked him if he could stop before something could go wrong."

"Did something go wrong?" Trixie asked, concerned for her roomate's wellbeing.

"Yes... But I promised Peter that I wouldn't say what happened before he does." Twilight said, focusing back on the tracking spell for the Chronal energy. "Okay, honey?" she asked her daughter, ensuring that she won't budge.

"Okay, Mommy."

The four heard the sound of a door opening, "Honey, we're home!" Peter shouted. Twilight could hear Miguel say something next to him, but remained still. Peter and Miguel trotted into the room, where the four performed their experiment. "Any luck, you two?" he asked the alicorn and unicorn.

"Yes, actually. Spike, can you give Peter and Miguel the locations we found so far?" Twilight politely asked, the dragon handed Peter the small book, in it were approximate locations of where Twilight and Trixie detected the rifts.

"Nice. We should suit up, Miguel. Let's head to the rift nearby Zecora's hut in the Everfree Forest," Peter told his friend. "For now, the rest of you can stay behind just in case Sloan's gotten a head start." he spoke to his family.





"Such an embarassing form..." Sloan groaned, he was now an older blue unicorn wearing a lab coat. 'I have been stuck in this form for two days. It seems my Chronal tracker has found something within this world already... It's pointing me north in this forest.'  Walker thought to himself. 'I assume that Tarantula creature I was given distracted Spider-Man long enough since he has yet to find me.' he added in his mind.

'My... Unique biology has given me an appendage on the top of my head.' he reminded himself about his horn, 'It seems that I am able to harness some form of potential energy within this world to perform various types of effects. I shall test it on the Quantum rift once I find it. Which according to my tracker should be right...'

"Here."

Sloan focused the energy into his horn, feeling power surge through it. A light blue beam shot out of it, a small vortex opened up in the middle of the forest. "Perhaps I can use this to send who I please." he wondered, focusing hard again to shoot the vortex. Soon, a woman fell out of the rift.

The woman landed on the ground, trying her best to get up. "Who did that!?" she shouted in confusion.

"Ah, Miss Serena Patel. Once the head of the Alchemax Dark Matter Research Department, now a lowly crook as the generation's Doctor Octopus." Sloan greeted.

The woman morphed into a yellow earth pony. Her goggles somehow managing to fit over her eyes, and her harness that held her hologram tentacle arms remained in her back. The suit was not able to fit her anymore, but she didn't realize this quite yet.,

"You dare mock me?" Serena shouted. "I nearly brought Nueva York and the world to my knees!"

"And look where that got you."

"I'll have you know-" the mare paused, "Where are we? And why am I a colored equine?" she finally asked, observing her surroundings and getting a closer look at Sloan and herself.

"I knew you would ask that. I am Walker Sloan, head of the Time Lab in Alchemax. I have a plan to restore Alchemax to its glory as the dominating corporation in 2099. But there is one problem, a problem that I could use your help in and that is..." Walker revealed.

"Spider-Man..." Serena finished the sentence.

Sloan nodded, "Exactly. You nearly brought him to his knees last time. I need time to harness enough Chronal energy in this dimension in order to make a safe trip to the past and power the Gateway permanently for my use."

"Yes... I think I could lend a few hands..." Patel replied, moving her holographic arms around and morphing her suit to fit her new body. "I have been working on something for an old foe of Spider-Man's brought back for revenge. I shall send him here as soon as I can." she added.

"I do seem to recall how you were involved in the ordeal with the strange fragments."

"Yes... But Spider-Man got in my way." Serena growled.

"Do not fret about Spider-Man. He's probably lost in this world. With no clue how to use even his own body. Whoever you send shall bring him down for good."

> First Flight
> --------------------------------------------------------------------------

"How the shock do pegasi do this?" Miguel asked, trying his best to get used to his new wings for flight. Since Ponyville was short on skyscrapers, the Spider-Men had to use their natural abilities to make their way around the town. Spider-Mane used what buildings he had to swing, not wanting to use the Spider-Mobile for the time. While Spider-Mane 2099 flew using his wings, though that proved difficult for the future Spider-Mane, as he constantly felt himself losing feeling in his back.

"It's like Skittles said earlier, it's all in the wings!" Spider-Mane answered in a joking manner. "I mean, as least you can use your wings. My horn has been useless ever since Luna brought me back from the dead." the unicorn sighed, "Heck, even when I was able to use my horn, I was still never able to use it for anything. Before I made these web-shooters, I attempted to shoot webs through my horn. It's as dirty as an innuendo in a children's cartoon world can be."

"I guess so, but it's gonna take me a while to get used to this whole 'I'm a pegasus' thing." Spider-Mane 2099 said to his predecessor, who answered back.

"I hear ya, believe me, being a unicorn was just as a surprise for me, dude. In fact it pretty much happened the same was as you found out. Pretty funny if you think about it." Spider-Mane replied to Spider-Mane 2099. "So, I can pretty much relate."

Spider-Mane 2099 ascended a little higher, getting used to his wings. "That's good, I guess. Least I'm not alone in all of this. Still though, the other Spider-Men are just gonna love hearing about this." he said in a playful manner.

"I said that as well when I got here. In fact, there may be some cruel god playing a twisted game with us for making fun of Spider-Ham. So maybe their karma's due soon." said Spider-Mane, hopping off the side of a small building, landing on another one and repeating the actions, using his webs to guide him.

Nearing the forest, Spider-Mane hopped to the ground while Spider-Mane 2099 decided to use his feet. "Alright, O'Hara. The Everfree Forest can be a dangerous place. We don't know what could be lying in here for us. Or maybe for you since you just got here. Seriously, nearly everytime I walk in here there's always some kind of new monster wanting to eat me or something."

"That's welcoming..." Spider-Mane 2099 grunted.

"Hey!"

Spider-Mane and Spider-Mane 2099 heard the voice coming from above them. Rainbow Dash looked down at them from a cloud she was napping on. "So, the two of you are going on an adventure and didn't invite me?" the pegasus questioned. "Especially if you're going into... That." she pointed behind her. "C'mon, I thought you knew me, Pete!" Dash pretended to be offended.

"I said that we were going to check the rift, not go an adventure." Spider-Mane said. "We'll be back in no time at all!" he assured, trying his best to make sure she doesn't go with them. 'Last thing I need is for Sloan to figure out that he's nearby a town. If he's here that is. Gotta give him the element of surprise.'

Rainbow Dash groaned, "Oh, just this once!" she pleaded, "It's been a while since the two of us hung out!"

"This is your way of 'hanging out'?" Spider-Mane 2099 inquired "Going to Thor knows where and fighting for your life?"

"She's very adventurous, O'Hara. When we first met she got jealous of me and woke up a dragon just to prove she's a better hero. Remember that, Dash?" Spider-Mane asked Rainbow Dash.

"Eh, that was years ago, I'm not gonna do something that stupid again." Dash assured, "Probably."

Peter sighed, "Alright, fine. Just this once."

"Yes!"

Spider-Mane 2099 whispered to Spider-Mane, "Are you sure it's good idea bringing her along, Parker? What can she do?"

"She's kinda the fastest flyer in all of Equestria." Spider-Mane quietly revealed to his successor. Spider-Mane 2099 raised a brow, doubting what Peter just said. "Hey, she can prove it to you right now if you want. In fact..."

"Yo, Skittles!"

Rainbow Dash began to listen once she heard her nickname. Peter pointed a hoof at the sky, "Show Miguel what you can do. He doesn't think you're the fastest flyer." he smirked,

"What!? I'll show you, O'Hara! Those seven clouds above us will be gone in no time! Give me ten seconds!" Dash shouted at O'Hara.

Under his mask, Miguel frowned, 'We're wasting time just to boost her shocking ego. Alright, I'll play your game, Skittles. Whatever that nickname means.' he raised a hoof, "Lyla, keep track of time, I wanna see if Dash is what she says she is. We'll give her ten seconds like she said she can do."

"Alright, Miguel."

Dash unfurled her wings kicking the very cloud she was resting on not too long ago. "One." Lyla said, starting the countdown.

Dash flapped her wings, "Two." then she reached the next cloud flosting above her, "Three." Dash lowered herself a little hitting the third cloud with her right forehoof, "Four." Rainbow found the fourth cloud and blew it away. "Five." after doing that she blurred past the fifth one with relative ease. "Six." realizing that she missed the next one, Rainbow Dash turned around, "Seven." she straightened herself out, heading right into the two clouds left, "Eight." 

Readjusting herself properly, Rainbow Dash prepared to remove the final two clouds at once. Peter nodded, showing his faith. Miguel rolled his eyes. "Let's just get this over with..."

"Nine..."

In the blink of an eye, a rainbow trail followed the pegasus as she removed the two clouds from the sky. Landing on the ground Rainbow Dash heard, "Ten."

"Ah shock..."

"Guess ya gotta take me, then." Rainbow Dash teased Spider-Mane 2099. Peter looked upon his annoyed counterpart.

"Ah, ease up, O'Hara. It'd just be this once." Peter comforted Miguel. Spider-Mane 2099 merely glared at the two.

"Fine." he groaned.





Meanwhile in the Everfree Forest, Sloan watched the now reopened rift, awaiting Serena to return. "She is taking her sweet time..." he sighed, growing more impatient by the second. "We do not have much time to waste."

Soon, a tentacle appeared, clingling back onto the grassy ground. Doctor Octopus 2099 revealed herself once more, "Sorry I'm late. But I think you'll be pleased with what I found back in our time." she said to Walker Sloan.

"Whatever it is, it better be worth wasting time here. Spider-Man could be here any minute. And if that happens then we lose our chances of catching him off guard." Sloan reminded his assailant.

"Yes, yes. I remember that clearly, but what I brought can prove a viable distraction for you." Patel insisted.

Sloan furrowed a brow, curious as to what she meant, "Very well, bring him here. I wish to see this for myself."

"Heh heh. This is one of my greatest plans in a long while." Doctor Octopus bragged. "You may come out now."

"Finally!" a voice hissed.

Coming out of the portal was a man, wearing a silver helmet shaped like a vulture's beak, and silver wings wrapped aeound his body in a harness. He wore green body armor and had metallic talons worn on his fingers. A moment passed, and he too transformed. Unlike the others who morphed into various equines, this man took the form of a griffon, though his suit had been accounted for the change giving him the same outward appearance despite being a different form.

"What happened?"

"You brought the Vulture?" Sloan asked. "He is not capable of holding Spider-Man off on his own."

"Yes, that may be true. But thanks to my ingenious upgrades, I've given him abilities better than ever before. His wing harness has been upgraded to nanofiber for better protection, and I may have enhanced his abilites based on an old creation of mine."

"Almost similar to your Hobgoblin." Sloan recalled.

"You could say that, but I think it's worth a field test. Right, Vulture?" Serena inquired.

Vulture nodded, "Yeah, Spider-Man's gotten in my way too many times... Gotta say, doc. Thanks for the upgrade. The annoying web-head won't see any of this coming."

"Oh, it was a pleasure, Vulture." Patel replied.

"Okay then. Vulture, if Spider-Man shows up you know what to do. Octopus and I shall search for any other rifts to use their chronal energy. I need as much as possible to fuel my gateway if I am to return to the past and come back. I do believe that Serena has informed you of the situation?"

"Yeah, I got it Sloan." Vulture responsed to Sloan. "I'll make sure Spider-Man isn't aware of your location. Hell, I'll do anything to get another shot at eatin' 'em."

"...Right." after saying that, Sloan and Serena Patel left Vulture to hold off Spider-Man.





"What the hay are we looking for anyway?" Rainbow Dash questioned. 

Spider-Mane 2099 sighed, "We're looking for a portal back to my world and time. We gotta shut it down and make sure Sloan doesn't get to it first."

"Okay, what do we do once we find it? I'm not used to this whole portal thing."

Spider-Mane never turned, "Well, hopefully we find Sloan, and that Tarantula guy and put them in their place. Then we can worry about the rifts after that."

"No... We need to address the portals as soon as we can, Parker." Spider-Mane 2099 sternly said to Spider-Mane. "Last thing we need is for Sloan to take advantage of all of them and gain enough energy to go back to your time on Earth."

"I know that O'Hara, it's just... This is a test run. We find the rift, and then we can go back and worry about that later, okay?"

"Ya gotta lighten up, Miguel." Rainbow Dash said. "Pete said we'll handle it when the time comes."

"How the shock can I lighten up when the very fabric of time and space is at stake?" Spider-Mane 2099 inquired.

"Uh..." Dash trailed off, unsure of an answer.

"Exactly." Miguel responded in a knowing tone, earning himself a glare from Rainbow Dash.

"If you two can knock it off for a minute..." Peter muttered. "Wait..." he felt a tingling sensation, one that he's felt countless times before something happens. "My Spider-Sense... O'Hara, do you still have yours?" he questioned.

"Sorry, Parker, but I lost mine when Madame Web removed my power enhancements. But I am getting a bad vibe here."

"What are you sensing?" Dash asked.

A blur of green and silver sped past the trio, "Oh I don't know. That!" Spider-Mane 2099 shouted.

"Rainbow Dash. You're fast enough to chase it. We'll meet up with you soon. O'Hara and I are gonna find the portal." Spider-Mane ordered the pegasus.

"Alright, Pete." Rainbow responded before trailing the blur in her own rainbow trail.

"C'mon, Miguel. Let's see if my hunch is correct." Spider-Mane said, now serious.

"Hopefully not." Spider-Mane 2099 whispered.





"Oh shock me..."

"Uh, no thanks." Spider-Mane responded, knowing O'Hara's future slang. The two stood in front of an open rift. "Anyway, this means that Sloan was here, and he sent whatever zipped past us as a distraction." he discovered, taking a step closer to the portal, enough to observe it, but not to fall in it.

"Alright then, let's go." Miguel ordered.

"And leave Skittles to fight that thing on her own?" Peter asked. "You know I can't ignore a friend in need, O'Hara."

Spider-Mane 2099 stared blankly at his predecessor, "Okay, fine. But after we stop that... thing, then we're going back to your house and find a way to close these rifts before Walker Sloan could manage to do anything with them."

"Deal."

"Pardon me, friend. But I do believe that we haven't met." a voice chimed into the conversation. The two Spider-Men sturned around and saw a zebra standing behind them.

"Hi, Zecora." Peter greeted.

"Peter, it is good to see you. I see that you brought someone new." Zecora referred to Miguel, who was confused.

'Why is she shocking rhyming?' he thought. Miguel cleared his throat, "I'm a friend of Peter's, from the future. Miguel O'Hara. I take you're one of his many friends in this world as well?"

"Ah, that is right. I think I've seen you before in the Web of Life." the zebra noticed, having a connection to the Great Web herself.

"Wait... You know of the Web of Life?" Spider-Mane 2099 asked.

"Yep. Zecora's pretty much the closest we have to a Madame Web. She's all about the cool mystic stuff. And she's really good at making tea and remedies whenever I get too beaten." Peter complimented.

"I thought I saw something earlier. What I witnessed was a strange blur." Zecora spoke once more.

"What?" Spider-Mane asked.

"It was a bird, but when I saw it, it vanished in a blur."

"That was what we saw earlier, Parker."

Peter nodded, "Yeah. Sorry, Zecora, but we're in a hurry. You can come by the house later, we can use as much help as we can get!" he said, with him and O'Hara starting to gallop away. Zecora nodded, understanding the stallion's plight.





"Get back here, you!" Dash demanded, but what was moving in front of her continued to ignore her pleads. Gritting her teeth, the pegasus tried to move faster, but then before she could catch up, three metallic objects were heading in her direction. Seeing them as fast as she could, she swerved upward, one of the projectiles barely skimmed her tail, trimming a few hairs. "What the hay was that!?" she asked no one, watching the figure get away.

"That's it!"

Rainbow Dash began to fly once more, this time faster than she had in a while. She felt the wind nearly rip her face off. Her teeth were gritting and tears were flying out of her eyes. A rainbow trail followed behind her, and the distance between her and the flying figure closed.

Rainbow Dash opened her hooves, grabbing the figure and tackling him. She used her wings, to keep them in middair while stopping the strange blur. "Alright, pal! No one shows me off!"

"As if I care."

"What the- you're a griffon?!"

The griffon growled, "What of it? Though, this isn't my normal form. It's a shame you won't be alive to tell anyone of this." he revealed one of his talons. "You will be delicious! I never had pegasus before!"

"Huh!?"

As the griffon raised its talons, it got covered by a strange substance. Suddenly, he felt something pull him back, making him land on his back painfully. Rainbow Dash looked ahead and saw Spider-Mane and Spider-Mane 2099. Spider-Mane was holding a long web-strand within his hooves.

"Sorry, pal. Pegasi aren't in the menu!" Spider-Mane growled, standing over the costumed griffon. "Seriously, i've never seen a griffon want to eat a living pony. You're quite different."

"Wait a minute..." Spider-Mane 2099 began to say, "I recognize that costume! You're the Vulture! The one from my time! How the shock are you here!?"

The Vulture hissed, "Spider-Man! I see you brought the one from the present as well. Sloan wanted me here to end you from stopping his goals."

"Wait... You're Vulture 2099? It's been a while. I remember that whole I like to eat other humans thing. How's that going for you? Now, are you going to eat other griffons?" Spider-Mane grunted in a disgusted tone, remembering an adventure he and Miguel had before he ended up in Equestria.

"Skittles, get out of here. Get the other girls if you can!" Spider-Mane 2099 ordered. Dash nodded and flew off once more.

Vulture 2099 smirked, "Perfect, I get to fight two Spider-Men today!" he hissed.

"You know what!? You shocking disgust me!" Spider-Mane 2099 growled, punching Vulture 2099 in the jaw. The Vulture held his throbbing chin befre shaking his head. Vulture 2099 raised a talon, and slashed Spider-Mane 2099, but his suit protected himself from the damage, showing no holes made. "Nice try, but I got a nice little upgrade." Miguel said, looking at Vulture 2099's confused face.

"So have I!" Vulture 2099 responded, he opened his beaked mouth before letting out a scream. A sonic scream to be exact. The force of the sound caused Spider-Mane and Spider-Mane 2099 put a hoof on the ground, holding themselves in the same spot, while they attempted to put their free hoof to one of their ears, covering them from the noise and from going deaf.

"Jam it!"

"Alright, so I may have lost the hearing to one ear. Just one." Spider-Mane sighed, staggering back to his hooves. The red and blue costumed stallion saw Vulture 2099 ready another scream, but this time he flicked his hooves, shooting two lines of webbing covering the griffon's beak, shutting it.

"That oughta shut you up!" Spider-Mane practically shouted, his ears still ringing.

"What!?" Spider-Mane 2099 yelled.

"Never mind!" Spider-Mane punched Vulture 2099 in the chest, feeling some recoil. "He's got some armor on, Spider-Mane 2099!" he shouted, hoping Miguel didn't hear his superhero name.

"Okay, I heard that one... Spider-Mane." Miguel said, kicking Vulture 2099 in the chest, but like his suit it was protected. "Wait a minute... You're wearing nanofiber armor! How'd you get your talons on that?"

"Oh wouldn't you like to know!?" Vulture 2099 mumbled, his jaw still wrapped in webbing.

"Uh, yeah. That's kinda why he asked." Spider-Mane answered, shooting more webbing at his talons. The Vulture opened his hands, removing the webbing and yanking the gossamer off his face. "Oh man... I was hoping that'd stick."

"How are you using your web?" Spider-Mane 2099 asked, flipping over Vulture 2099's metallic blades shot from his wings before the flew back into the harness.

"I made new web-shooters that activate with a flick of my hoof!" Spider-Mane explained, "Try the same thing for yourself! Your webbing's organic right?"

Spider-Mane 2099 ducked underneath a slice attack delivered by Vulture 2099. "Yeah, I can give it a shot!" he moved slightly, landing on all fours. Miguel flicked his hoof as quickly as he could, then luckily, gossamer shot out of the top of his hoof, above the talon. The webbing attached itself to Vulture's back. Using his body as an anchor, O'Hara pushed himself forward until his back hooves landed on Vulture's back, making the griffon land on his stomach.

Vulture groaned, digging his talons into the ground. He kicked Spider-Mane 2099 in the chest. Miguel moved his hoof once again, with more webs shooting out of him. The substance stuck itself to Vulture's 2099 talon feet. Spider-Mane 2099, with the web still connected to the top of his hoof, pulled back, performing a similar trick Peter did earlier on in the battle. Vulture tumbled beak first once more. Before getting up, he screamed, sending shockwaves in the direction of the two costumed stallions.

Spider-Mane held himself in place, feeling his costume tear apart by Vulture 2099's sonic scream. "Yikes! You're a loud mouth!" Spider-Mane joked. "Seriously, are you just full of hot air? It's a lot more annoying than dealing with the Vulture of my time. Heh, I kinda miss that old coot." he sighed.

Inching himself closer, Spider-Mane did his best to not collapse at rhe sonic waves. The Vulture paused momentarily, "You have given me quite the fight... Hunters like it when they're prey fight. Gives them more satisfaction." Vulture snarled, beginning his screaming once more, this time going into the air. While the two Spiders were stunned, he decided to fly his way into Ponyville.

"Alright, Kraven..." moaned Peter as a response.

"Ah, shock. That's the last thing we need. Collateral damage..." Spider-Mane 2099 sighed, he shot a strand of webbing at a tree, zipping across the forest, "Beats flying, I guess."

"At least you have the option to fly," Peter groaned, following O'Hara's actions. "Let's hurry. Last thing we need is a villain like your Vulture in a town full of ponies. Seriously, he threatened to eat us. The Vulture from my time never did that..."





Vulture flew over Ponyville, looking at the small town with a smile on his face. "Oh, I will enjoy this..." he moaned. Before he could do anything, something hit him square in the jaw.

"Ah no you don't!" Rainbow Dash declared, revealing herself to Vulture 2099, who shook his head. "I'm not letting you feast on my friends or anypony here. You're giving griffons a bad name, dude."

"Ah, so there are more like me, eh? I will show them what it means to be like me." Vulture hissed, shooting more blades at Rainbow Dash who flipped over them in middair. She hovered in front of him, positioned right-side up once more.

"Are we done here?" Rainbow questioned.

Below her, the Elements of Harmony stood, along with Spike, Trixie and Mayday, hearing the commotion. "Rainbow Dash! What's going on?" Twilight asked.

"Mommy, who is that?" Mayday asked.

"I don't know, Mayday." the alicorn answered.

"Oh... These are your friends... I will give them the special treatment..." Vulture 2099 chuckled.

"What is he talking about?" Spike wondered.

"A dragon... A small one at that." Vulture noticed.

Dash kicked him once more, "Are you just gonna observe everything you see, because that's gonna get annoying real fast! Girls, this creep... Just help!" she trailed off, not able to find the right words to describe him, not getting enough info herself. "This dude will probably eat us!"

Rarity's eyes widened, "Really!? How uncouth of somepony like him." she shouted, disgusted that another creature would enjoy feasting on another life. She watched Vulture 2099 throw more of his wing blades, this time at the group. Twilight saw this and raised a shield, protecting everypony around her. "That's it..." the unicorn sighed, "Normally I don't want to get my hooves dirty, but he's just asking for it!"

Rarity lit up her own horn, aiming a beam of blue at Vulture 2099, which caught him off guard. "Who dares?" he questioned before taking one last slap by Rarity's hooves.

"We do..." Applejack declared, "Ya think we're just gonna stand here while you cause chaos here? Well, partner you got another thing comin'!" the farm pony added.

"Very well. You shall die like the pegasus!"

The Vulture landed on the ground, Applejack leaned forward, ready to attack Vulture 2099 on her own. She leaped a little turning her whole body so that her hind legs collided with his face and chest. She spun around, smirking while doing so. "That oughta teach ya somethin'." she mocked him knowingly.

Vulture 2099 opened his beak, letting out a loud scream, "Girls. Hold on!" Twilight shouted, holding up a barrier to block them from the shockwave of the sound. Pinkie Pie held her ears anyway. Once she felt the noise settle, Twilight removed the barrier, allowing Pinkie to pull out her cannon and gestured Spike to enter it. The dragon hopped in, allowing Pinkie to launch him straight to Vulture. He butted his head right into Vulture's barrel. He landed on his feet, running back to Twilight to safety. Fluttershy stood behind her as well, trying not to shake too much. The Vulture laughed.

"Pathetic. Thinking any of you stand a chance." Vulture 2099 raised his wing harness, aiming each and every single blade that made up his wings right at the ponies. "Now, die..." he looked at each and every single pony with a angered look on his face. Mayday held onto her mother as tightly as she could, hoping the princess could erect a barrier before any of them could be harmed.

Before Vulture 2099 could launch them, he felt something on his back. "Aw man. Your manners suck. Seriously, at least I don't murder people I just met." he heard a quip. Mayday perked up at the sound of the familiar voice.

"Daddy!"

Spider-Mane and Spider-Mane 2099 hopper back into the battle, "Yep! The one and only, sweetheart! Now, let Daddy and Uncle Spider-Mane 2099 finish him up!"

"I like that name!" Pinkie commented.

"Got it from you!"

Spider-Mane 2099 sighed, "Can we get on with it?"

"Yeah, I hear ya, pal."

Leaping, Spider-Mane 2099 flipped over Vulture 2099's wing blades, narrowly dodging each one with ease. Miguel grabbed one with his hooves and tossed it at Vulture, driving it into the circuits of his suit, "There, now there's no flying for you!" he said, flapping his wings. Vulture attempted to scratch him with his talons, but Spider-Mane tied his claws up in his webs. Spider-Mane ducked for cover once he saw Vulture open his mouth, but Spider-Mane 2099 zipped in the air, shooting a web-ball at the griffon's face, stunning him and stopping him from screaming.

Peter hopped up, kickflipping Vulture in the jaw, and made him fall on his back painfully. This allowed Miguel to ascend and drive all four of his hooves into Vulture's body, knocking him out.

The two webheads landed, panting from the long battle. "Is everypony alright?" Peter asked his friends, family, and the growing interested crowd that came to watch. The crowd started to cheer for the two Spiders that stopped the Vulture

"Yeah! Spider-Mane!"

"Spider-Mane 2099!"

"They defeated that griffon! They're heroes like the Elements!"

"Of course, they're both Spider-Mane!" 

"Wow..." Miguel whispered. "No police chasing after me..." a small smile grew under his mask. "I can get used to this..." he admitted to Peter, who kissed his wife while he was speaking.

"Glad to know you two are safe." he said to Twilight and hugging his daughter. "But we gotta send Vulture back into the portal in the Everfree Forest and close it up."
> History Lesson
> --------------------------------------------------------------------------

Spider-Mane, and Spider-Mane 2099 escorted Twilight to where they found the rift. Peter dragged Vulture 2099's body behind him, with the griffon covered in enough webbing to make sure he stays still even if he were to wake up. "Alright, big guy..." Peter said to the sleeping Vulture, who continued to be silent. "This is where we take you back to whatever future you call home."

"You know he can't hear you, right?" Miguel deadpanned.

"Yeah, I know..." Peter replied, "But it's nice to be courteous to someone you just dragged for about ten minutes. Especially whenever said person you dragged is unconscious." he finished, pointing a hoof up the air, smiling.

"Sometimes I wonder how I put up with you." Miguel grunted.

"Try living with him for five years." Twilight teased. "You get used to his humor after the first week."

"Aw, c'mon. Even before we dated, you loved my jokes." Peter reminded her, the stallion wrapping a hoof around her back. "In fact, it most likely was my witty humor that made you tolerate me."

"Maybe... But it was more than that." Twilight reminded her husband, "I couldn't stand your jokes at first, but... They grew on me."

"Okay, can we cut this trip down memory lane short? We gotta close this breach." Miguel reminded the couple, pointing at the open vortex in front of them.

"Moment killer..." grumbled the stallion. "Alright..." Peter sighed, throwing Vulture 2099 into the portal. Twilight lit up her horn, casting a new spell that hadn't been used in a long while. She focused her energy into the portal, sweat beading down her face and she was trembling, not used to using this much power all at once. The two Spiders noticed that it began to pulse, then it started to shrink, eventually fading away for good. Twilight collapsed onto the grass, Peter holding her up in an instant, "Easy, honey... I'm supposed to be the one collapsing, remember?"

"That... was a l-lot harder than I thought." Twilight slowly admitted, "I should've practiced first..."

"Thanks, Twilight. We'll take you back to rest up." Miguel said softly to the alicorn. "Just don't push yourself too hard. I have a feeling there's plenty more rifts like that..."

"Yeah, in fact I think we could all use a break." Peter admitted.





Miguel sat on the bed of the guest room, wondering how he could pass the time. He looked at his costume, which was still in surprisingly good shape. Then he looked at Peter's, which was ripped slighty from the battle against Vulture 2099. "Uh, Parker... You might want to get your costume fixed." he noted.

Peter sighed, "Right... Man, Rarity's gonna kill me..."

"She fixes up your suit?" O'Hara asked.

Peter sat down, "Well, yeah. Even though I've been living here for a couple years, having hooves instead of hands while being used to thr latter makes it hard to stitch up the ol' costume. So, Rarity offered to make a suit fit for me and fix it if she's able to. Heck, I can't pay her enough for what's she's done." he smiled, "Heh, she's even made some spares just in case." he said, looking at the slightly torn costume. "I'll admit. It's seen worse days."

"Yeah, well we should give you an upgrade when the time comes." Miguel joked.

"Nah. I prefer the classics thank you very much." Peter responded in a stern tone.

"Is this about the costume?" Trixie asked, walking into the room, overhearing the two stallions' conversation. "Oh, Rarity is not going to appreciate that..." she said, looking at the tears within the torso part of the suit. "I swear, that mare stitches that suit more than doing her orders it seems." the unicorn added.

"Oh, you have no idea..." Peter replied.

Miguel hung his costume over the edge of the bed, still not used to the new shape. "Hey, uh, Trixie, was it?" Miguel asked, "Any luck on finding more rifts?"

"Sorry, O'Hara, but after the first time I think we all could use a rest, lest we have Peter and Twilight collapsing on the floor from exhaustion." Trixie replied. "Ask Twilight. She has the notes, after all."

"Sounds good." Peter said to his roommate.

"Anyway..." Trixie began to speak once more, "I am going to find something to eat now. Trixie cannot help find portals on an empty stomach after all." and with that said, the blue unicorn trotted off to the kitchen to make some food.

"Okay." said Peter, holding up his ripped suit. "I need to ask Rarity if she's done with her orders yet. Feel free to do as you please around the house, O'Hara."

"Um... Alright then." Miguel responded awkwardly.





Miguel wandered the house, and saw that minus the sofas and bedrooms the Treebrary was for the most part totally empty again, 'How the shock do Peter and Twlight pass the time?' he wondered. He felt a nudging on his left hoof. Looking down, Miguel saw Mayday trying to get his attention. As well as Twilight cleaning up the assortment of papers lying around from the earlier research. "Oh, hey, Mister O'Hara." she greeted.

"Hi, Uncle Miguel. Where's daddy?" asked Mayday.

Miguel pointed to the door, "Your father went to get his suit fixed real quick." he answered. "He'll be back soon probably."

Twilight wandered into the room, seeing that the mess has been cleared, "Hey, Miguel? Trixie mentioned that you wanted to see the notes we had." she levitated a piece of paper in his direction, "Here's some more information we gathered about the rifts sometime after you left to fight Vulture." she explained.

"Good. Thanks." Miguel replied, looking over the data. "From the looks of things, the two of you managed to track a few more portals than I thought. Not bad." he complimented.

"Thank you, Miguel. While we rest, do you mind if we learn more about 2099?" Twilight offered, "It sounds interesting. And Mayday wants to learn as well. You don't have to if you don't want to."

"Uh, sure. Go right ahead." O'Hara responded, 'Let's just hope I don't freak her and May out with this information. Being part of a family like this is definitely not something that I'm used to.'

Mayday asked the first question to Miguel, "What's the future like?"

What's it like?" Miguel paused, wondering how to explain his world to someone as young as Peter and Twilight's daughter. "Well, I'm kinda like your father in a way. We have powers and we have to stop the bad guys from hurting others. And there are a lot of bad people in my time."

"Like that Vulture griffon?" Twilight added.

"Exactly. I just hope that he's it. A lot of people from my world are kind of... What's the word? Different. They don't act like the ponies here do, and some of them want the world for themselves, like Alchemax." O'Hara explained. 

"Peter mentioned it sometime before you showed up, is it really like he said?"

"I don't know what he told you, but if Sloan's gonna be sending more goons after us, you're better off knowing some things about me. I work at Alchemax and they tricked me to join in their crazy experiments. They gave me something that I literally couldn't live without to make sure that I stay with them. I tried taking it out of my system with a machine called a gene splicer, but somehow it got sabotaged with spider DNA. That DNA mixed with my own gave me enhanced abilites of those of a spider's."

"After that, I swore to fight against Alchemax and restore 2099 to a peaceful world. Though of course, they're aware of me and sent their police, the Public Eye after me plenty of times, so I'm pretty much on the wrong side of the law as far as they're aware. But there are other heroes, some of which have taken the legacy of the past, as well as other corporations competing such as Stark-Fujikawa."

"Stark? As in Tony Stark?" Twilight blurted out.

"Yeah, I guess." Miguel replied, "His company merged with Fujikawa sometime after the end of the Heroic Age and is now a shell of its former self from the information I gathered. They're also after me as well. It's like the whole shocking world is after me, and whatever heroes are left."

Twilight frowned, "Peter had that same problem back in his time. Some jerk named Jameson ranted about him being a menace. His city hated him and made him doubt his purpose as Spider-Man. Once I summoned him to Equestria, everypony loved him, but after learning of his true origins, he was feared. It took sometime, right before Mayday was born actually for him to earn ponies' trust once again." she explained, recalling the nine months before her daughter's birth.

"Did that really happen, mommy?"

The alicorn sighed, "Yes, sweetie. Your daddy is a good stallion, but it took a while for other ponies to figure that out once they learned where he came from. He proved that he was a hero all by himself, and I am glad that you weren't around to witness that struggle for him."

May hugged her mother, as Twilight reciprocated the action, wrapping her forehooves around her daugher. "So... Do you want to talk about your world more, O'Hara?"

"No. But I just wanna add that you all should be careful. 2099 is home to a lot of villains, most of which I have to deal with on my own. We have to prepare for any of them coming," Miguel warned sternly, trying to stay calm in front of the filly, doing his best to no worry her or Twilight anymore. "Anyway, as much as I don't want to, Rainbow Dash is probably gonna bug me about flying. So I have to see her before she annoys me. Again."





"Are you sure you're okay, Peter?" Rarity asked, observing the tears in the costume, "At the very least it should take me no more than thirty minutes to fix the rips."

"Yeah..." the stallion lied. "It's just... If it wasn't for me going nuts with that crystal experiment, then Sloan wouldn't have found a way to get here and send that Vulture creep here as well as any other villain from 2099 that he could find." he admitted.

"It wasn't your fault, darling. You know that we would never put something like against you. I assume that your experiment never intended to have such consequences, so none of us could have predicted any of this happening." the white unicorn comforted, but she could see Peter's somber look.

"You seem to put yourself down a lot more whenever that gets brought up... Is there something bothering you about it?" in that instant, Peter had an image. A very gruesome one. He held his head, trying to get the picture of his friends dying out of his head. His hooves clutched his cranium harder, but something else made his head hurt more than usual.

"N-No... Sorry... That was just a headache." Peter denied, shaking off the pain.

"If you say so..." Rarity responded, not wanting to budge Peter any further. She focused her attention back to the costume that lay on the table. The unicorn used her magic to lift up a needle and a roll of strings. "Let us get this patched up, shall we?" she asked, Peter nodding in response.

Hoofsteps were heard coming down a flight of stairs, a younger unicorn revealed herself. "Oh, hi Peter!" she cheered, pulling Peter into a hug, making the stallion yelp uncomfortably. The filly had the same white fur as Rarity, and her mane consisted of two different shades of violet. Sweetie Belle released her grip on Peter, who gasped for air after being squeezed too hard.

"Good to see you too, Sweetie Belle." Peter said with a friendly wave, getting his breath back. Suddenly, a surge of pain overtook his head once again, 'I-It feels like my Spider-Sense is on maximum overdrive! It's not the hug. It's something else. My powers better not be going in flux again!' his mind screamed in agony. He held his cranium once again, rubbing it in hopes of curing the pain.

"Did I do something wrong?" Sweetie asked worridly.

"You didn't do anything Sweetie Belle... It's j-just a migrane." assured Peter once again, trying his best to stay awake.

"You don't have to stay if you're not feeling well, Peter. I'll just give the costume to Twilight once its finished." Rarity said.

Peter paused, but the aching sensation in his head made up his mind. "Alright. If you don't mind, anyway. If I'm feeling better, then I'll come back for it." he responded, trotting out the door, "See you two later." he added with a wave before closing the door.

On the way back to the Treebrary, Peter shook the cobwebs out of his stinging head, 'What's wrong with me? Maybe the stress of time travel is getting to me. I should just go to bed...' he mused.

Unknown to Peter, a spider-like creature his in the shadows, biding its time and waiting for the right moment to strike. It extended its claws, but refused to attack.





"I take it the Vulture was a failure?" Sloan asked.

Serena shook her head, "No, Sloan. Vulture was merely a distraction for Spider-Man while we found a way to harness the rifts in this dimension. I have a few more ideas should I need them."

"Ah, yes. And I too have a few trump cards myself. Though I do not know of Tarantula's fate, I have to rely on the other being I found in the past. Though he's not very cooperative." Walker revealed, the elder unicorn stopping in his tracks. He shot a beam of magic out of his horn, opening a portal. "In the meantime, I will bring yet another enemy of Spider-Man's to this world to provide a distraction for us to continue."

Doctor Octopus 2099 smirked, deciding to walk on her hologram tentacles, "I believe I could assist you in that. Once I enter this rift, I shall find my next minion and his army to ready them. Then, while he's busy fighting your ally, I will make your captive... Cooperate." she said that last word in a sinister tone.

"Army? And who are you sending exactly?" Sloan wondered.

Doc Ock 2099 moved a tentacle into the portal, hopping inside of it, "Let me say that he is an arachnid, though a mindless one. I should still have some eggs from when he had the fragment of the Tablet of Order and Chaos that Spider-Man was so determined to find." after saying that, the scientist stepped into the portal, all the while Sloan used his device to harness the energy of the portal, the stallion getting stronger by the second.

"Soon... I shall have enough energy to safely go to the past without the aid of that accursed creature..." Sloan muttered as walked in as well. Sometime passed before Walker stepped out. Some armored men walked as well, morphing into various equines. The leader of which wore clothes that would be typically seen by a cowboy, a hat and a vest that fit his new form. One of his hooves appeared to be cybernetic as well as an eye.

"Thanks for tellin' me where Spider-Man's at. As much as I wanna work alone, these guys will distract any other threats that stand in my way."

Walker smirked, "You are quite welcome, Venture. I believe that Spider-Man is nearby, intending to stop my research."

"Oh, he and I have some unfinished business. Stone hired me before, but this time the I will end him." Venture assured his employer.

"Good. Now, I must attend to my 'coworker' on the project." he said, and Doc Ock came out. "Ah, how goes the experiment from the other end?"

Serena chuckled, figuring out the situation, "Quite well. Though, I'll need more time."

"We'll cover for you, ma'am." Venture replied. "Now, gentlemen," he pointed to the officers, "Let's give 'em their money's worth!" once the Public Eye was out of sight, Patel looked at Sloan.

"Another distraction?"

Walker nodded, "Yes. They shall hold off Spider-Man while we reach the next portal. By the time we meet, I will have the energy necessary to pull off my scheme."
> Public Eye
> --------------------------------------------------------------------------

"Son of a glitch!"

Miguel was astonished at the sight. It appeared to be a large blue bear with fur that looked like the night sky, "When did Parker get a shocking giant bear as a pet?!" he questioned in disbelief. Fluttershy looked at him in silence, caught offguard by his sudden outburst.

"Oh, Peter found her while he was hiking with the Cutie Mark Crusaders. He saw that she was trapped and helped her and took her in. He wanted me to help," explained the yellow pegasus.

"Really? Why'd he ask you for help?" wondered O'Hara. 'In fact, why did he want me to come here? I got better things to do with my time. Like... Okay, I still I have no lead on Sloan. But that's besides the point in my case.'

"My cutie mark. My talent is to care for animals..." she replied, pointing on the mark on her flank.

Looking at his own flank, Miguel noticed that he had no 'cutie mark' as she called it, "Well, it seems I have no talent to speak of other than being a Spider-Man. Why am I here again?"

"I needed help feeding Ursa since Peter was sick... If you don't mind that is." Fluttershy muttered.

"It's fine." Miguel assured. 'A shocking bear. Why?'

Fluttershy pointed to the forest, "There should be something for her to have in there. Can you get it? I need to perform a checkup..." she said to the time-traveller.

"Sure." replied O'Hara, and he walked away, leaving Fluttershy to care for the bear. Before he left though, Ursa, seeing that he was friend,y, licked him, covering him in saliva. He gagged, doing his best to wipe off the drool from his body, "Ugh. This is why I prefer AI." he muttered.

Fluttershy giggled lightly upon seeing Miguel's reaction, "I think she likes you."

"Yeah. Sure." grunted O'Hara.





"Well. That happened." said Miguel, still wiping any loose spit from his mane. "How much saliva can a creature have, anyway?" he added, gagging again.

Having finished helping Fluttershy, the two pegasi were on their way back to Ponyville to discuss the matter with Peter, though there really was nothing to discuss, since Ursa was still healthy. 'Glad to have gotten that out of the way.' thought O'Hara. 'Now to get back to focusing on more important matters.'

"So... D-do you like Ursa?" Fluttershy wondered.

Nodding, Miguel answered, "She's not too bad. But I still need to take a shocking bath once I get back."

"Oh. That's fine. She can be a little clingy." replied the pegasus. "Thank you for coming."

"No problem." said Miguel.

"Hey, um, Mister O'Hara?" Fluttershy got his attention again.

"Yeah?"

"What do you do in your world? When you're not Spider-Man?" she wondered.

"I'm... As much as I hate to admit it, I'm an employee at Alchemax, but that's so I can dismantle them from the inside when I discover something that could endanger the world. That's basically it-" he paused once he heard a strange sound.

Footsteps were heard, alerting the two wandering ponies. "Son of a glitch. Stay quiet and follow me." Miguel whispered through gritted teeth, and Fluttershy nodded, walking behind the stallion next to a tree for cover. The two noticed strange armored ponies passing by. "Oh shock..."

"W-What are they?"

The armored pony in front turned back to the officers, and said something, "Alright, officers. According to Sloan, Spider-Man should be somewhere nearby, we'll ask the nearest town if they have spotted him, if not we'll draw him out, and once we find 'em, you stop any opposition and I'll take Spider-Man down myself." said their leader, gaining chants from his officers. Along with the ponies, there appeared to be a number of robots with them, and they marched on to find their target.

"Jam it. The Public Eye and Venture. Sloan must've told them I was here. I gotta find the rift, and see if Parker's awake." Miguel muttered to himself. 'That's just shocking great. The last thing I needed was all of Alchemax and my enemies coming for me.'

"Fluttershy. Stay close. We need to avoid them for now." warned the time-traveller, "The Public Eye doesn't care about anything as long as they believe they got the job done."

"W-What do we do?" Fluttershy wondered.

Miguel looked at her, "We need to get back to Ponyville, get Parker, make sure the ponies are safe, and see if Twilight and Trixie have enough energy to close the rift nearest to here once we stop them."

Miguel started to flap his wings, as did Fluttershy. "We'll take to the skies for now. We should get back there faster." he told the yellow pegasus.

"Okay."





The two arrived in Ponyville, with Miguel noticing that the Public Eye had yet to arrive. "Good. Fluttershy, get the girls. I'll find Parker and warn him about this."

"I will..."

Fluttershy flew off on her own, leaving O'Hara to run to the Treebrary. The door slammed open, "Parker!" he shouted. Twilight, Trixie, and Spike all gave him a weird glance at his sudden entrance.

"Is everything alright? Was it Ursa?" Trixie wondered, "I told Peter not to leave you to the bear." she sighed.

"No. It wasn't the bear. Something came up on the way back. We need to be ready."

"Why? What's wrong?" Twilight asked.

Miguel looked out the window, seeing no strange figures yet, "The police force of 2099, the Public Eye found their way to Equestria. From the looks of it, they're on their way to Ponyville to find me. Fluttershy and I got here before they did and I told her to get the others."

"That's not good." Trixie gulped.

Twilight nodded, "You're right, Trixie. Hopefully, the others get here soon before the Public Eye catch us off guard."

"What you is mean they'll blindside us?" Spike joked.

"Is everypony here a jokester all of a sudden?" groaned the blue unicorn in frustration, slamming a hoof to her face.

Ignoring the comment, Miguel turned to Twilight, "Is Parker awake yet?" he asked. The alicorn shook her head, giving him an answer without saying a word. "That's just great. In the meantime, ready yourselves for a battle, and I'll suit up. Fluttershy should be here soon." he said, walking into the guest room. He put on his costume and looked out his window, 'Still clear. Good. At least the others can be caught up with what's going on.'

Miguel heard the door open, "Perfect timing." he whispered. Fluttershy, Rainbow Dash, Applejack, Pinkie and Rarity walked behind her.

"Alright, we got the message! Where are the bad guys?" Dash questioned in a confident tone.

O'Hara paused, "On their way here," he answered. "Anyway, they mentioned that they're looking for a town nearby to start their search, which would be here. Obviously, they're going to find me eventually if I run away, and that'd put others in the crossfire."

"So, yer suggestin' to just fight 'em off while we can." Applejack finished Miguel's statement.

"That's my kind of plan!" Dash boasted.

"Yes. But be warned, their technology is far advanced than anything Peter has made in this world. Or anything I have available. The bounty hunter, Venture, will stop at nothing to bring me in. Combine that with an army of officers and robots, this will be difficult." Miguel explained briefly.

"I think we can fend off the officers, Mister O'Hara." Rarity assured, "But this Venture pony sounds dangerous."

Nodding, Miguel looked out the window again, "He is. Alchemax usually hires him to take me down and is very shocking stubborn to stop by himself. He'll even go as far to bring innocents into the crossfire, although he says he doesn't want to. So we have to watch where we fight. But I've stopped Venture before, and I'll do it again."





Meanwhile, Peter's eyes snapped open, still feeling the aches in his head. "Ah! Stupid migranes... What's wrong with me?" he asked himself, rubbing the sides of his head. 'What's happening to me? My Spider-Sense is going nuts right now!' he sat up and pulled the covers off from his bed.

'Might as well get out of bed. I mean, nothing can happen today.' thought Peter, placing his hooves on the ground. He turned his head and spotted his costume hung up, the tears patched up cleanly, 'Awesome. I gotta thank Rarity later.' he mused. He yawned, having slept longer than usual. 'Thankfully, Twilight didn't wake me up. I needed that nap. Where is she, anyway?'

Peter walked out of his room and looked into the next room, seeing that Mayday was still sleeping, "D'aww." he whispered, "I'll let her sleep for now."

He then arrived at the living room, seeing all of his friends together, "Mornin' everypony!" he greeted, "By the way, thanks for fixing the suit Rarity. Wait... Why are you all here?" he turned to Miguel, "And why are you wearing your costume?"

"It's about shocking time you woke up. Sloan told the Public Eye and a bounty hunter that I'm here and they're on their way to Ponyville." explained Miguel.

"Are you feeling better, Peter?" Twilight asked.

Slowly nodding, Peter answered, "Yeah. I think I'm good for now. Let me just get my costume and I'll help."





"There it is." said Venture.

The officers and robots of the Public Eye looked ahead and spotted Ponyville, "Spider-Man should be in that town. You'll draw him out and then while he's distracted, that's when I'll kill him."

The small army made it to Ponyville, where they were all given strange glances. "Alright gents. Do your thing." he said. The cops and robots scattered about, grabbing as many ponies as possible to force Spider-Man to reveal themselves.

"This is what it came down to, Spider-Man! Your stubbornness forced me to do this. Either come out and face me like a man, or watch these people die by your inaction!" Venture warned aloud.

Venture felt something on his metal hoof, "Ah, there he is!" he shouted, looking up to see Spider-Mane 2099 perched on a rooftop, "Now, it's about time we ended this."

"I don't have any shocking time for this, Venture." Miguel declared, hopping off the roof to face the bounty hunter, "Call off your men, now. Or so help me if you hurt so much as one pony..." he threatened.

Venture laughed, "How can you possibly stop me and this army all by yourself, Spider-Man?" he asked with confidence, "Now come with me, or things will get messy, son."

"Who said I was alone?"

Suddenly, a rainbow blur sped by, destroying a robot holding a filly by its arms. Rainbow Dash caught the child and placed her gently her gently on the ground, "Gotcha kid! Now get to safety! We'll take it from here!"

Applejack ran by, using her hind legs to buck a Public Eye officer hard enough to stun them. Fluttershy, not wanting to fight, ducked underneath two officers charging after her, causing them to run head first into each other. Twilight and Trixie combined their magic to play both offensively and defensively, using various lasers and forcefields to cover her friends to cover for their friends.

Venture looked at the battle, "Well, I guess I was wrong. But Sloan paid me to take you down, Spider. Maybe I'll get a bonus if I do the same to your pony friends." the bounty hunter held up his gun with both of his hooves, but something jammed his weapon. "What the-"

"Sorry! Looks like you're gonna need a new gun! Oh, and no offense to AJ, but the 1880's called, they want their cowboy phase back!" Spider-Mane joked. The two Spiders stood next to each other, staring down Venture.

"So, you met the Spider-Man of the past." Venture noticed.

"Jam it. Are you going to keep pointing out the obvious?" Spider-Mane 2099 hissed.

Venture chuckled, "Of course not, let's end this."





Trixie erected a forcefield around Fluttershy, which covered her from the two blasts shot by three robots in her direction. The distraction allowed Pinkie to stomp on them, hopping from one to another with ease.

Rarity used her own magic to lift up the dirt from the ground, picking up stones and rocks scattered about. She focused her energy on the projectiles she had. The small rocks and stones were thrown in the direction of a few Public Eye officers. One of them shouted, "Take down the unicorn!"

Before they could reach Rarity, Twilight warped in front of her. Shooting out a powerful beam of magic strong enough to incapacitate the Public Eye. "Thanks, Twilight." said the unicorn.

"You're welcome. We have to old them off while Peter and Miguel fight off that Venture pony." Twilight said, "We'll leave him to the two."

"You okay, Fluttershy?" Rainbow Dash asked.

"Y-Yes. But how much longer do we have to do this?" she wondered aloud.

Dash turned her head, spotting more robots. "Not too much longer, I think. I'll sink my hooves into those strange machines. You just make sure everypony's safe. We'll handle the fighin',"

Meanwhile, Applejack tied up an officer with her lasso, and threw them over her with ease. She spun around, driving them into the ground once she released. "That oughta keep ya down until we clean up." she teased the pony.

Pinkie hopped behind a robot, making it turn its head and arms to reach the pink pony, but she hopped over him and made it punch its own head off by accident, "Just like a toy!" cheered Pinkie.





Venture managed to remove the webbing off the barrel of his gun. He managed to position his hoof in a way that he was able to hold it and pull the trigger. "Stay down." he warned.

"Sorry, but us Spider-Men do not stay down as you put it." said Spider-Mane flipped upward and tried to punch the bounty hunter in the face, but Venture blocked the attack with his metal arm. "That was supposed to hurt you." he mumbled.

Laughing, Venture held up his pistol, aiming a laser at Spider-Mane, "You never faced anything like me, son." he said, "Now, I'm sure Sloan will pay me twice as much for two Spiders."

Spider-Mane 2099 flew up, distracting the hunter and once he landed, he used his talons to slice his armor underneath the vest he was wearing. "Let's end this now, Venture!" the future hero shouted. "No one will get in my way of stopping Sloan's scheme anymore!"

Venture held the areas were his clothes were torn, "You're gonna pay for that, Spider-Man."

Before he could punch Spider-Mane 2099, something hit him from behind. Miguel noticed that it was Spider-Mane, who dug his hooves into Venture's back and sent him flying across the battlefield. The ponies took notice of this, moving out of the way for him to land. Before Venture could stand up, Rainbow Dash planted a hoof on his barrel.

"You think that you can hold me down?" Venture warned.

Dash smirked, "Yeah, I think I can. Unless you wanna deal with a group of ponies who can take you down at any moment."

Twilight, and the Spiders walked to Venture, "It's over, Venture. I'm sending you back to 2099 and you'll never return." Miguel declared to the bounty hunter.

Venture activated an electric field, stunning Rainbow Dash and forced her to release him. "I'm not going back, Spider-Man." he said, getting back to his hooves.

Pinkie got a hold of a robot's arm cannon, and aimed it at Venture, "Say hello to my little friend!" she chuckled. A laser shot out of the cannon, hitting Venture in the chest, dazing him. Applejack then destroyed the robot before it could do more damage.

"You got lucky there, pony." Venture lied.

Spider-Mane covered the metal arm in webbing, "Yeah, she did. But you're not!" he said, punching Venture in the face with his right forehoof. The bounty hunter turned his head, "Let this be a warning. If you so much as think about coming back here again. You'll have to deal with us." he warned.

Spider-Mane 2099 used his talons to slice Venture more, as Rainbow Dash and Trixie ran up to him and bucked him airh their forehooves in the chest. Before he could counter, Twilight used her magic to remove the gun from his possession and Rarity threw more small boulders in his direction.

"And stay down!" shouted Spider-Mane and Spider-Mane 2099, uppercutting Venture hard enough to knock him out. Once thr bounty hunter landed on the ground, the duo turned around and noticed that the small army had been dealt with.

"Nice work, girls." complimented Peter. "Now, let's clean up and close the closest rift."

"Good idea, Parker." replied Trixie. "Last thing we need is more of these creeps to come through. All Trixie wants is a break from all this..." she sighed.

"We'll get a break." Miguel said, "But Sloan is a priority."

"Yes, but we cannot track him down." said Rarity, "We don't know where on Equestria he could be."

"Tomorrow, Trixie and I will continue to find anymore rifts nearby Ponyville. But we should warn Celestia and Luna just in case Sloan finds a way to attack Canterlot." Twilight spoke.

"Good idea. We should probably head there at some point just in case." Peter nodded.
> Of Trains and Tangents
> --------------------------------------------------------------------------

"Why the shock are we on a train again?" Miguel asked impatiently. At this point, the ponies were used to his distasteful outbursts. Twilight rolled her eyes.

"We're going to Canterlot to warn Celestia and Luna of Sloan and his sudden idea to bring in villains from your time." Peter explained to his successor, 'Weird. My Spider-Sense is weakening the farther we get from Ponyville. I wonder why that is.' he thought. "That, and the Spider-Mobile, despite being faster, wouldn't be able to hold all of us for a drive. Well, that and I wanna make a few adjustments to it anyhow should we need to in case of an emergency. But I'll worry about that when we get back."

"We sent the girls to stay at Sweet Apple Acres until we get back," Rarity said, "Just in case we end up facing another one of your foes, Miguel. We don't plan on staying long anyhow."

Twilight sighed, "I'm just glad that Mayday will most likely stay safe. Sloan would most likely be near Canterlot and would send somepony there to get us. Luckily she was asleep and missed the battle against Venture and his army."

"Yeah." Peter agreed, "So far we found two rifts. Who knows how many more there are?"

Trixie spoke up, "There actually wasn't a whole lot. Twilight and I managed to find at least six so far. And you managed to close two of them with one of them being near Canterlot anyway. Trixie did her research." she gloated.

"Yeah. That's good. It means that Sloan can't do a whole lot while we're on his trail." Miguel crossed his hooves. "He'll pay for all of the crimes he's committed."

"Heh. You're starting to act like the 1930's Spider-Man." joked Peter, "In fact... It's weird. You kinda sound like him now. From what I remembered, you sounded a lot older and sounded like Bumblebee from that old Transformers cartoon."

"Shut up, Parker. You're not much better! You sound like the younger Peter wearing the black suit now, when your voice was similar to that suit-wearing guy from that old early 21st-century sitcom How I Met You Mother!"

"Hold on! Y-You mean, Barney Stinson? Neil Patrick Harris?" Peter blurted out in disbelief. "Wait a minute, how do you even know about that show in your time? Is there future DVR where you can just watch whatever you want on some awesome hologram screen? Cause if so, I want one when you get back."

"Yeah! No one ever shocking told you that before?!" Miguel practically shouted.

"No... But then again to prove your point..." Peter held up his costume, "Nothing suits me like a suit. The girls can tell you that much." he teased, earning a few glares from the others, except from Twilight who giggled, and Fluttershy who blushed in embarassment, remembering the 'wing-incident' she had when she saw Peter at the gala.

"Can you two cut out the references?" Rainbow Dash groaned. "It's making my head hurt hearing all lf these things that just don't make sense to us."

"O-Oh my..." Fluttershy muttered, hiding her face behind her long pink mane.

"So... Do you actually have future DVR?" Peter repeated.

Miguel smirked, "Maybe... When I have some downtime when I'm not fighting crime or working."

"Good to know. I guess I'll be heading to 2099 to watch TV once all this is said and done." Peter replied, putting his hooves behind his head. "I have a lot of shows to catch up on. Mainly because there is no television here and I could use somethings to binge. By the way, can you tell me who wins the next the eighty Super Bowls?"

"What the shock is that?" Miguel blurted out.

Peter sighed, "Well, at least I know football will fade into obscurity. My teenage self will be glad to hear that." he chuckled, 'And Flash Thompson would hate me forever should he find out. Luckily, I don't have to deal with him anymore.'

"Can I come?" wondered Pinkie.

Peter chuckled, "No offense, Pinkie, but I don't think any of you are ready to see the future."

"I think I can handle it." Dash assured.

"So, are we doin' that, O'Hara? Let's all crash at your place and just watch every show on your holograms." Peter laughed.

Shaking his head, Miguel replied, "Nope. You're all better off here. My apartment is off limits."

"Aw..." moaned Pinkie.

Trixie chuckled and sarcastically said, "And I was so looking forward to that. Oh well..."

"Do you even know what a TV is, Trixie?" asked Spike. "They're so cool! Peter, Twilight and I watched so many shows while we were on Earth! Even though I still regret watching Barney just to understand what Aunt May was talking about." he grumbled that last part, earning a laugh from Peter.

"Yes, Spike, I've heard you talk about at least fifty times when you came back from Earth." Trixie rolled her eyes.

Peter slouched in his seat, "I would've never thought the Helicarrier or Strange would have televisions. Then again, I could see the carrier be used as a superhero squad base when the Triskelion isn't being used or Avengers Tower gets destroyed."

Miguel looked out the window and ignored Peter's tangent, seeing a city up in the mountains, "What the shock? That city is on the side of a mountain!" he observed. "That's not even possible!"

"Says the guy from the time where buildings reach near space and cars fly past his apartment window and he talks to his computer program." Peter teased.

Miguel gave his predecessor a deadpan stare in silence, "...Shut up, Parker."

"You have an AI? Is it like JARVIS?" Twilight wondered.

Rainbow pointed a hoof upward, "Oh yeah! I think he used it when I wanted to go with them to find that portal in the Everfree Forest! What'd ya call it again, Lylat?"

"Lyla." corrected Miguel. "Lylat sounds like some kind of solar system." he added.

Shrugging, Peter said, "It sounds like something you hear in a video game."

"You mean like a game about a group of space pilot animals that fight a giant alien head?" Pinkie questioned.

"Uh... Sure."

"Anyway... you said it was JARVIS? How the shock did you end up with Iron Man's old computer program?" wondered O'Hara.

"Tony gave us a solar-powered laptop with voice commands since us ponies do not have fingers to type." Peter explained.

"Twilight uses it all the time for research purposes." Trixie teased.

Applejack put a hoof on her chin, "I'm still tryin' to figure out what you actually do with it, Twi."

"Like Trixie said... Research. Mainly about the human world and information already stored on it."

"Right. How much longer until we reach this shocking town?"

"It's not just a town, Miguel. It's Canterlot," Rarity began to say, "One of the most prestigous cities in Equestria. Where all of the high-class citizens reside and where the finest of businesses are found, and one day I shall expand my business there."

"See, O'Hara? You got Rarity on one of her fancy tangents!" Rainbow Dash mocked.

Rarity rolled her eyes, "I thought it'd be best if we inform Miguel on the location." she replied sternly.

"Sure, Rares. Ah think he can figure it out once he meets the Princesses." Applejack commented.

"Princesses? What's next? You're gonna tell me about the 'Magic of Friendship'?" groaned Miguel, who scowled upon seeing the glances the girls, Peter and Spike were giving one another worridly. "Jam it!" he shouted through gritted teeth, slamming his hooves softly on the leather chair. "Is there anything else I'm missing?"

"Yeah, Celestia and Luna control the Sun and the Moon." Peter laughed.

Miguel raised a brow, "Are you shocking kidding me!? That's ridiculous!" he yelled.

"Again. Coming from the time-travelling man with spider powers disguised as a horse. Seriously, O'Hara, you should just stop while you're ahead." Peter responded with a smirk.

"Um... Are you done O'Hara?" Fluttershy asked.

"Yeah, I'm done. It's just- All of this is bizarre! I'm still adjusting to be a shocking pegasus." O'Hara pointed to his wings, "I mean, I can fly now, but I still needed to learn how to move like a horse."

"I know where you're comin' from, O'Hara. Heh. It took a lot of time to get used to this world, even if my spider powers were fading from me." Peter agreed.

"Well, we'll help you every step of the way, Miguel." Twilight said calmly. Suddenly, they all felt the train stop. "It looks like we finally made it."

"Great. Hey, Twilight? Can I ask you a question?" Peter trailed off.

"Yes, Peter?"

Holding in a chuckle, Peter continued, "Is it true that you have FAIRY GODPARENTS?!" he shouted at the top of his lungs, bouncing in place as he did. He got a reaction, just not the one he was expecting, but it did make the others chuckle, even Miguel.

Twilight slapped Peter on the back of his head.





"That is some strange architecture."

Sloan and Serena looked up at the mountain in which Canterlot was built off of. "There should be a rift somewhere within that town. All of the other ones we've been to did not add up and pointed us here. This must be Canterlot." said Sloan.

"Once we're there I'll bring my small army. I managed to bargain with our next slave." Patel chuckled.

Sloan raised an eyebrow, "Oh really? What was that?"

"To be turned back to normal. By the time Spider-Man stops him, your little wild card should be ready to face him, and that's when you shall harness the energy of the final rift." Doc Ock replied.

"Excellent."

"Strange..." Walker trailed off, "My tracker is pointing me right... Here." the two stopped and Sloan used his magic to open the rift. "That wasn't there earlier when I began my search." he stepped in, and left Ock for a moment. He came out after she waited for about a few minutes.

"Did it take you back to the Gateway room like the others?" Serena wondered.

Sloan shook his head, "It did not. It looked like this very spot. Except the plantation was growing back from withered remains and the town over there appeared to be under reconstruction, and the castle that towers over it appeared to have been replaced. It was as though they suffered a war that they had just won."

"That rift must have taken you to this world's future." Ock suggested.

Sloan put a hoof on his chin, "Perhaps you're right. We'll send the Professor there to do more research for us once we open the portal in Canterlot. For now, we must make haste. Spider-Man could already be on his way there and if he is then we lose our headstart in harnessing the rifts."
> The Capital
> --------------------------------------------------------------------------

"Welcome to Canterlot!"

Peter introduced Miguel to the bustling captial of Equestria, "I don't need the theatrics, Parker." said O'Hara, who seemed unimpressed by the sights before him. 'Finally. I was getting shocking cramped in that train...' he thought,

"Don't you find it just splendid, Miguel?" Rarity wondered, shaking O'Hara out of his thoughts. He looked around, and he responded with one simple word.

"Eh."

Rarity's eyes widened, "What do you mean, 'eh'? Are you not fascinated by all of this?"

"Like I said, Eh. I don't know how else to put it." responded O'Hara with a shrug.

"Wha-" the unicorn started fidgeting in her place, "B-But..."

Peter shook his head, "Ease up, Rarity. Remember, he's from the future. It's a lot cooler looking than this or even New York in my time." he tried to explain.

"Fine." grumbled the unicorn.

Trixie smirked, "You managed to break Rarity with only one word... I'm impressed." she admitted. She and the others could still hear the fashionista's grumbling.

"While Rarity calms down, The girls and I will meet the Princesses and Sunset Shimmer." Twilight said.

Peter nodded, "Good idea, honey. Miguel, Spike, and I will meet up with Aunt May and surprise her for her vacation." he said, wrapping a hoof over his successor. "You ready, man?" he asked Spike.

"Yeah." answered the dragon.

"Uh... Sure. Whatever." Miguel said, 'Now I'm invited to a shocking family reunion. What a week.'

"I'll tell Sunset you said hi." said the alicorn, planting a kiss on her husband's cheek before she and the others left.

"Alright then, see ya soon."

As the girls left, Spike turned to Peter, "So, how do you think Aunt May will react to Miguel?" he asked Parker.

"I'm not one for family, Parker." Miguel reminded him.

Peter grinned, "You're already part of the family, O'Hara. Any Spider-Man is welcome."

"This is a disaster waiting to happen." groaned O'Hara.

Peter raised a hoof, "I think you're just being cynical again, dude. Nothing can go wrong." he assured.

"Uh..." Spike began, "I wouldn't say that."

Groaning, Peter caught what he just said and slapped a hoof to his forehead, "Well then. The Parker Luck will probably kick in sooner rather than later." he said through gritted teeth.

"Now you're the one being cynical." Miguel quipped. "Guess my personality is starting to rub off on you too." he added with a confident smirk.

"...Shut up, O'Hara." grumbled Peter.

Spike looked at the bickering Spider-Men with a dull expression, "Are you two always like this?" he asked with genuine curiousity.

"He started it." the present Spider-Man pointed at his successor.

Miguel rolled his eyes, "How childish, Parker."

"What?" wondered the family man. "I'm only speaking the truth here, O'Hara. Wait... Nevermind, I did start it. Just forget I ever said anything alright?" he questioned the two, who merely shook their heads as a response.

Miguel rolled his eyes, "Are we shocking done here? I'm feeling myself get old just be standing here."

"Hey, to you, we're all history." Peter joked.

"He's got a point, Miguel." Spike admitted. O'Hara sighed in annoyance, glaring at the two with a glare. When Spike noticed this, he spoke up again, "What did we do? We're only messing with you, dude." he told the time-traveller. Peter and the dragon looked at each other as Miguel started to walk away.

"C'mon, O'Hara. We're just playing around." Peter told him as he stepped ahead, his tone sincere instead of playful, "Let's go. We promise we won't bug you anymore. Or as much as earlier." he added that last part with a slight inaudible whisper.

"Fine. Let's just get this over with." Miguel replied in a slightly bitter tone. But the two brothers shrugged it off, knowing that he'd get over it sooner rather than later.

Smiling, Peter and Spike nodded, "Great. I'm sure Aunt May will be surprised to see us, and especially you, O'Hara. Heck, I'm not even sure she knows that I'm a part-time time-traveller and knows that Spider-Man from the future."

"In your dreams, Parker." Miguel mocked with a grin, "I'm not even a professional at this either. Luckily, we only have to worry about Sloan and his goons and not some entity that doesn't like the abuse of time travel."

"What? You mean like a Time Cop or Time Wraith or some other time junk like that?" wondered Peter. "Because I know a guy who deals with actual Time Wraiths in his world when he travels or runs through time and that's the last thing we gotta deal with right now."

"Exactly." Miguel noted.

Spike rubbed his head, "Now that sounds confusing."

Miguel looked at the dragon, "Well get used to it, kid. This stuff is seriously complex."

"Now that's the O'Hara I know."





Meanwhile, the girls finally made it to the castle. The guards took notice of the Elements of Harmony and stepped out of the way, allowing them entry. Being national heroes made things easier, as Rainbow Dash and Trixie would mention time and again, much to Peter's and everypony else's annoyance.

The seven passed through the hallways and they spotted a familiar face. An orange unicorn with a yellow and red mane. She immediately stopped what she was doing and noticed the girls. "Twilight!" she called out to the alicorn.

"Sunset!" replied Twilight, and Sunset wrapped her hooves around her friend, happy to see her again after what felt like so long ago.

"I'm surprised to see you here. Where's Peter, Spike and Mayday?" she questioned.

"Mayday is at Sweet Apple Acres, and Peter and Spike are with a new friend going to visit Aunt May on her vacation." explained Rarity with a gesture of her hoof. "You seem to be doing pretty well here. I'm rather jealous of your lesiure."

Sunset shook her head, smiling she replied, "It's far from leisure in here, Rarity."

Twilight looked at the orange unicorn, "How's magic school going for you?" she wondered.

"It's great! I'm still surprised Celestia let me back in after what I did." answered Sunset. "With how well I'm doing, I should graduate sooner than expected."

"You're rather talented with magic." noted Applejack, "Ah think ya at least deserve it."

"So. You're talented with magic, huh?" Trixie asked Sunset, "Perhaps we should put that to the test one day." she teased with a smirk, "Nopony is better at magic than Trixie." boasted the blue unicorn, pointing at herself while gloating.

Rainbow Dash rolled her eyes, "Oh here we go again."

"What? Trixie felt the need to assert her place." she said, "We all know that I am the greatest user of illusions after all. Not to put you down, Sunset." the other unicorn nodded, understanding her little taunt.

"Anyway... Where's Princess Celestia and Luna? We have to act quickly." Twilight asker Sunset.

The orange unicorn pointed a hoof behind her, "They should be in the throne room, I'm done for the day, so I'll take you there." the seven, as well as Sunset continued walking. "By the way... Who is this 'new friend' you mentioned earlier?"

"Oh, Miguel? It's... Kind of a long story." Twilight replied.

Pinkie hopped in front of the group, "Miguel is actually the Spider-Man from the future that got stranded here and now we have to warn the Princesses that a supervillain from his world is bringing more bad guys and we have to stop them because they can be almost here right now." she explained.

"Wow... Um, thanks for the explanation, Pinkie." Sunset took a minute to process everything the pink pony said.

The party pony smiled, "You're welcome!"





Peter knocked on the door to the small home. While he waited, he turned to Miguel and Spike. "Just act cool, O'Hara." he told his successor in a calming tone.

"Why am I even shocking here, Parker?"

Raising a hoof, the stallion answered, "Because I don't think you wanna meet the princesses just yet with only the girls with you. We're meeting up with them, but this won't take long. I promise." he assured O'Hara. "So, Aunt May will probably not know who you are, but she knows I'm Spider-Man, so it won't be too hard to explain."

"It'll be fine, O'Hara." Spike also added, "You're with us. And she's cool. So, it won't be as awkward as you think it will be." the young drake eased the time-traveller.

The door creaked open, revealing a brown pegasus with a white mane, "Peter? Spike? What are you two doing here?" she asked, surprised to see her nephews during her brief vacation in Canterlot.

"I can't visit my favorite aunt?" Peter asked, feigning to be offended, but a smile still on his face, "I was in town, and I decided to come here for a minute and catch up with the girls later. It's just Spike and I... With a new friend." he explained to his aunt, gesturing to Miguel as he continued to speak.

"Oh, come on in, And who might you be?" she asked as the trio stepped into the small house and sat down. "I'm May. May Parker." she introduced herself.

Clearing his throat, Miguel answered, "My name is Miguel O'Hara." he began, 'What should I say? That I'm from the future? Ah shock it, Parker said she knows he's Spider-Man.' thought Miguel, "I'm the Spider-Man from the year 2099."

"2099? The future?" May blurted in disbelief.

Rubbing the back of his head, Miguel answered, "Uh... Yeah. It's kinda hard to explain."

He got cut off by Peter, "That's kind of why we're in Canterlot to begin with. It's a long story that I don't want to bore you with, but to put it simply... Miguel was chasing after someone and he was followed here. That guy could be near Canterlot any minute and bring one of his villains here. We wanted to warn the princesses and you to make sure you're all safe."

"I understand, Peter." May said, "I take it the girls are down there to speak to Princess Celestia and Luna?"

He nodded, "Yes. While they went to do that, I decided to stop here with O'Hara and Spike."

"Hi, Aunt May." waved Spike. "How's the Canterlot vacation?"

"Rather well. I've managed to enjoy all the sights. But after this blows over, I may return to Ponyville." she answered.

"Good to hear. That guest room for you may take a bit longer than anticipated because of all this happening right now." Peter admitted sheepishly.

"How many shocking rooms do you have in that giant tree?" Miguel questioned.

"A few. And language." Peter reprimanded.

"Peter said that he was going to build an extra for guests and for me to stay in. He already has a lab." May explained.

"Um. Are we just gonna ignore that Peter just said 'language'?" Spike asked, "Why did you even say that?"

Peter shook his head, "Future swears are weird, Spike. Don't tell Twilight, though." he smirked, "Let's see if she figures it out."

Smirking as well, Spike nodded. Miguel cleard his throat again, "Nice to meet you, May, but I think Parker and I should meet up with the others about this situation."

"Miguel's right, Aunt May. We gotta get to the castle." Peter agreed, getting up from his chair. Spike and O'Hara did so as well. "See you later, Aunt May!" he waved as they stepped out of the door.

"Bye, dear! And good luck!"





The three made it to the castle, where they saw Princess Celestia, Princess Luna and the girls together. "We are surprised to see you so soon, Peter." said Celestia, "How is your aunt?"

"She's doing fine." he answered briefly, "Anyway, have you gotten the news?"

"Yes, but there are still some blanks that they cannot fill." Luna replied, "Is this pony Miguel O'Hara? Nice to meet you, we are the princesses of Equestria."

"Yeah, Parker told me about you guys." responded the time-traveller, "Some nutcase from my time called Walker Sloan is searching for a bunch of rifts and using them to bring some of my old foes. There could be some here as well. They're mostly from my time anyhow, so we can hope that Parker's enemies don't join his ranks."

"Who should we be aware of?" Celestia questioned.

Miguel crossed his hooves, "I haven't seen Sloan since before I got here. But he's sending my enemies here as well. We've taken care of the Vulture and a bounty hunter for the corrupt police force, Venture. But he could be sending creeps from across my time. Some of them not even natural creatures so it should be easier to distinguish them moreso than Sloan himself."

"What? Like a robot?" Twilight asked.

"No." replied O'Hara. "I'm mostly talking about Tarantula, someone I haven't seen since I left. He's a giant spider wearing a blue hood." he explained.

"We haven't heard anything of such a creature, but we will be sure of that." Celestia said.

Meanwhile, Peter started to clench his head, 'Stupid Spider-Sense! I thought you started to ease up when we left!' he thought, clenching his eyes shut in pain. Twilight and Sunset looked at him worridly.

"Are you alright, Peter?" asked the orange unicorn. The others stopped to look at him.

"It's not like the headache. Something's coming. I-I think I know where it's coming from. Follow me." the group then trailed behind Peter as he followed the source of his head pain. 'That rarely happens. My Spider-Sense is usually vague when it comes to where the danger actually is. This may come in handy. Heh, guess Madame Web's little upgrade never left me after all.'






"Is he coming?" asked Sloan. "While you were there I brought the Professor and asked him to investigate the strange rift we found earlier." he revealed. The two scientists made their way to Canterlot by train and located the next rift within the town.

Serena smirked, "He should be coming right now. He and the clones shouldn't be too long."

"Excellent, the professor's research has done wonders for our cause. I take it the process wasn't as tedious as I assumed?" Walker wondered.

Patel clenched a tentacle, "The professor's research has eased the cloning process for us, meaning that we can have an indisposable army at our hands. We can only hope that he can use our advanced technology to advance it as he already had it proved mostly successful in his own timeline."

Sloan nodded, "I can only wonder how he got a hold of such cloning capabilites back in the Heroic Age."

Meanwhile, the heroes finally arrived to where Peter's Spider-Sense warned him. The two at that point had changed into their Spider-Mane costumes to fight whatever it was. Spider-Mane 2099 immediately recognized the conversing ponies. The two Spiders nodded and hopped out of their cover.

"Sloan!" shouted Miguel.

The scientist stopped his speaking to face Spider-Mane 2099. "Ah, Spider-Man, we meet again. Who is this with you?"

"Spider-Man. From the past." answered Spider-Mane.

Sloan looked back at the rift, "I see. The Spider-Man from the professor's time. I never thought we'd meet." he said.

"I don't think we've been properly introduced. We're the guys who're gonna stop your plans." Spider-Mane growled.

"Not quite. Is he ready, Serena?"

Peter looked at Serena, "Wow. Doc Ock fangirl much?" he taunted.

Doc Ock 2099 pointed a holographic tentacle at him, "Shut up, Spider-Man."

"Wow. You sound exactly like Twilight when she's mad." Spider-Mane mocked, earning a growl from his wife, snickers from his friends, and a slap to the head from Miguel. "Ow! I mean, you're not going anywhere while we're here!"

"Doc Ock?" Miguel wondered quietly, 'Sloan's pulling out all the stops this time.'

Suddenly, a claw appeared out of the rift. It appeared to be a green arachnid-like creature. But then, more beings that looked like it popped out as well. "Scorpion? Kron?" Spider-Man 2099 blurted out in shock. "Why the shock are you here?"

"She... Promised... Cure..." Scorpion hissed.

The masterminds tried to escape, but Spider-Mane shot a strand of webbing, which Serena ripped immediately when it made contact with her body and the two left. "Jam it, Parker. What good was that supposed to be?"

"I planted a tracer on her. Meaning that once we finish with Scorpion 2099 and his boy band, we can immediately go after them." Spider-Mane explained.

"Clever thinking, Peter." Rarity complimented, the other ponies all looking at the large green creature in front of them.

"What the hay is that?!" Rainbow shouted.

"The Scorpion from my time. And he brought his little scorpion army with him. I'll figure that part out later." Spider-Mane 2099 answered. Scorpion roared as the other scorpions all scattered, forcing the heroes to fight once more.
> Scorpion Invasion
> --------------------------------------------------------------------------

Scorpion hissed, throwing his tail down at the group of heroes standing in his way. They all jumped back in time, watching his pointed tail drill into the ground. Spider-Mane 2099 ran forward, slashing his forehooves in different directions so his talons strike the mutated arachnid's armored body while Scorpion was distracted. Once Miguel saw that Scorpion freed his tail, he leapt backwards.

Twilight covered her friends in a forcefield, to knock away the scorpion army in their path. Once she removed it, Rainbow Dash took to the skies and dug her hooves into the heads of their bodies, making a cracking sound in the process and turning them into dust, which shocked the mares watching.

"Oh man..." gasped Rainbow Dash, "D-Did I..."

Peter looked at his troubled friend, "No you didn't. It seems that these are unfinished clones. Whoever made them probably didn't have the time to fix all the little side effects." he explained to assure the uneasy mares.

"So... None of them are truly alive?" Rarity asked, using her magic to throw some rocks at them, each of them the size of a small boulder.

Spider-Mane shook his head, "Kind of. They're alive, but they are not like true organic beings. As far as I'm aware anyway. I never dug into the whole cloning thing since it was still just a prototype subject back on Earth."

"Enough talking, more stopping!" Spider-Mane 2099 scolded the conversing ponies. The future Spider-Mane ducked underneath Scorpion's next tail swipe. Spider-Mane nodded, hopping into the battle with his successor, "While we deal with this shocking thing, the rest of you have to stop the clones!" pleaded the future hero.

Twilight nodded as did the princesses. "Girls! We have to make sure nopony gets hurt!" said the purple alicorn, "Hold off the scorpions while the princesses and I get everypony to safety!" she said as the three ran off.

"Ya got it, Twilight!" shouted Applejack. She dug her hooves into the back of a scorpion, crushing it into dust. Rarity did the same as well, gagging upon seeing dust on her hooves.

"This is... barbaric." the unicorn muttered, dragging her dirty hoof on the stone ground to wipe off the remains of the clone that she had just destroyed.

Spider-Mane sighed, "I know. Just... I'm not too sure how to respond to any of this. Spider-Mane 2099..." he turned to Miguel, "Is cloning a thing in 2099?"

Hopping, Spider-Mane 2099 answered, "Kinda. I've hardly had to deal with them though. Though, maybe the other heroes in my time had to face them..." he trailed off.

Spider-Mane grunted, "Good to know." he said. He shot some webbing on the ground, 'Let's hope this works. My webshooters should still be able to handle this type of stuff.' he thought. Peter pulled out parts of the ground and began to slam the web-covered stones on Scorpion as though it were a hammer. He jumped as he did so and managed to hit the mutated creature in the head. "Alright. Heh, I haven't done that in a long while." Peter told O'Hara.

"Now's not the time for games, Spidey!" moaned Miguel in annoyance, he leaped up and dived his foot into Scorpion's cranium. The Scorpion hissed in pain as he tried to grab Spider-Mane 2099, but his claws barely missed the future hero. Spider-Mane 2099 planted a hoof on the ground to get his bearings while landed.

Meanwhile, Rainbow Dash grabbed a smaller clone by its chest, tossing it into the air in the process. Rarity used her magic to catch it in midair and slam it to the stone ground. The cyan pegasus nodded at the unicorn and she took to the skies once more.

Sunset Shimmer and Spike stood side-by-side, the yellow unicorn holding back the clone army with the young dragon providing assistance if necessary. Sunset used her magic to blast apart the smaller Scorpions and held the extra numbers back, while Spike used his claws and fire to take them down with ease. The dragon slashed once more at a clone, aiming himself at another to burn another one to dust. "This is all... Pretty morbid." admitted the drake.

"I know it is... But it beats stopping Osborn and the mind controlled heroes." Sunset reminded him. "At least these go down with just the slightest touch in comparison."

Three more Scorpions hissed as they raised their claws, but then something pushed them back. Sunset and Spike turned to see Trixie, her horn glowing. "Did you need help?" she asked in a playful tone.

Trixie looked at the Spider-Men, who were busy holding off Scorpion 2099 by themselves. Spider-Mane shot some gossamer at the buildings standing in front of him, pushing himself forward, allowing himself to stick to the walls. Peter hopped off, grabbing Scorpion's tail in the process and he stuck it to the ground. "And in ya go!" he said, getting back on his hooves.

"How did Sloan and Ock put you to this, Kron?" Miguel asked, grabbing Scorpion by the shoulder and leaping up. He stood on the mutant's knee and began to uppercut the monster's fanged mouth. "Answer me, jam it!" he shouted, uppercutting the jaw once more.

"I hope you're holding back. Last thing we need is to punch the Scorpion's jaw off!" Spider-Mane warned. Spider-Mane 2099 nodded, understanding his plea. Despite that, he punched Scorpion once more, causing him to roar in pain. Spider-Mane 2099 hopped from his spot once he saw Scorpion try to reach for him.

"Cure... She found... Promised me..." he hissed, raising a claw. Kron slammed it on the ground, shaking the area they were standing in. "If... You... Die!" he yelled.

Luckily for the Spider-Men, a forcefield was placed above them, protecting them from the debris that fell from the buildings. The duo looked at Sunset Shimmer and Trixie, who combined their magic to aid them. "Thanks for the help, ladies!" Peter said, looking back at Scorpion. The two jumped back to action.

"Uh girls..." Fluttershy began, shoving a Scorpion clone away from her, with Applejack helping her do so. "How many are there?" she asked worridly.

"Too many, that's fer sure." Applejack commented, driving her forehooves into a clone and turning it into dust.





Meanwhile, the princesses were fending off the Scorpion clones that were attacking the citizens of Canterlot. "Thank you for the assistance, Twilight." Luna thanked.

"You're welcome, Luna... I just wish these things would let up!" the purple alicorn shot three more with a laser as she said this.

"Indeed. The numbers are dwindling, but the Scorpions are still running rampant. I trust your husband and friends can take the leader and the army he brought." Celestia spoke, holding off the clones aiming themselves at the innocents caught in the crossfire. "Run, and tell the others to do the same until this is all cleared." she warned. The pony nodded and trotted off swiftly. A relieved sigh escaped the Sun Princesses lips, knowing that so far there were no casualties.

"I only wish we stopped Sloan earlier." Twilight groaned. "This would've never happened."

"From what Peter said, he's going to track him down once this is all clear. So you need not worry about him." Luna reminded her friend.

"Yes. But we must attend to Canterlot once this is over, so we cannot join you." Celestia said.

"It's fine... We will stop him anyway we can." Twilight smiled.





"How many shocking clones are there?!" Spider-Mane 2099 shouted in rage. He ducked for a second, then flipped himself, performing a spin-kick powerful enough to hit Scorpion and the clones that were beginning to surround him.

"I'm already starting to hate the whole cloning thing." mumbled Spider-Mane, using his webs as hammers to uppercut the clones so hard that they turned to dust. 'Man, it's been a long time since I used my webs like that.' he thought. 'I should do that more often...' his mind trailed off seeing how powerful his web combos can be.

Pinkie Pie bounced next to Trixie, helping her throw off the small dupicates coming her way. "Thank you for the help, Pinkie,  but Trixie has this covered." the blue unicorn assured.

"Uh huh." Pinkie muttered, "But I just wanna help!" she said, holdong Trixie up like a gun, similar to what she did to Twilight while fighting the Public Eye.

"Trixie does not like where this is heading..." the unicorn muttered under her breath. Pinkie pulled her tail, and magic shots began to burst out of her horn, hitting each Scorpion with perfect precision.

Spider-Mane looked at them for a brief second before turning his attention back to Scorpion 2099, "She really needs to stop doing that." he laughed lightly at the sight. "So, Scorpion... Is this your entire clone army, or is there more?" he asked, punching the monster in the chest.

"No more... Here..." Stone began, "...But Professor make... More if necessary!" he roared.

A claw nearly hit Spider-Mane, but Spider-Mane 2099 managed to grab it, holding it in place. "Thanks for the save, dude." thanked Peter, who also grabbed the large claw.

Scorpion raised his other claw, which Rainbow Dash and Sunste managed to hold up, but then the creature lifted his tail, ensuring that nopony else can grab it, but something managed to distract him with a swft swipe long enough for Trixie and Pinkie to get a shot in, surprising the girls. The Spider-Men looked to see a blue pony wearing a skin-tight lates suit standing on the rooftops. 'Of course... Of all the people to show up.' sighed Peter in his head.

"My my, Spider. You're having a lot of fun without me." teased the pony, earning a groan from Peter.

"Hello, Felicia." Spider-Mane greeted sarcastically. 'The Black Cat. I forgot she made a living here. Sort of.'

Black Cat hopped from the building and landed next to the girls, "So, how are you?" she asked the others.

Rainbow Dash crossed her hooves, "Why are you here!?"

"What? Can't a girl just lend a hand, or in your case hoof?" Felicia wondered.

"Who's the chick, Spidey?" Miguel questioned.

"Ugh... An ex, but a valuable partner." Peter answered.

Pinkie released Trixie, who dusted herself off next to Sunset, "I'm surprised to see you here, Felicia." the yellow unicorn admitted.

"Yeah, same here. What's going on here, Spider? And who's your friend?" Felicia asked, noticing Miguel.

"The Spider-Man of 2099 showed up here to follow a bad guy and has brought more with him to stop us." Spider-Mane explained as fast as he could.

"Alright then." Black Cat smirked. "Makes sense..."

Scorpion roared, forcing the Spider-Men as well as the ponies to cover their ears. "Just shut. The. Shock. Up!" Miguel shouted, slashing Scorpion 2099 in the chest, then he shot some web-balls at him, stunning him. "Spidey! Let's intertwine our webs then throw him into the rift!" he yelled.

"He's a bossy one." Black Cat huffed.

"Eh. You get used to it." Dash admitted with a shrug. Black Cat then hopped and sliced a Scorpion, one of the last, and watched it turn to dust afterward.

"Do they all do that?" Felicia gagged after seeing Rarity nod, "That's... Strange. But I can handle it." she raised her hoof, revealing the claws she made with her suit.

Spider-Mane and Spider-Mane 2099 combined their webbing to encase Scorpion 2099 in a coccoon, "Don't... I... Need cure!" he growled in despair. "They... Found it!"

"Sorry, Kron. But it was probably never real, and even so, they were most likely not going to give it anyhow." Miguel admitted to him before throwing him into the rift. "We'll find another one some day, I promise." he added.

One last clone tried to attack, but the duo kicked it away, clearing the army for good. Peter removed his mask, wiping the sweat, and Miguel did the same.

"So, Felicia. Are you going to stick around? Because I don't think Twilight would appreciate your company... Especially after what happened when I chased you around Manehattan..." Peter rubbed his head.

"I'll stay. Only because I need something better to do than lie around in my apartment waiting for Celestia. Just keep your wife calm for me." she replied.

"I'll do my best for your own sake." the stallion chuckled, "But after we find her and the princesses, we gotta close the rift, then head out to find Sloan and stop his plans."

"Shocking finally!" Miguel groaned.

"She's staying with us?" Rarity asked in disbelief. "Ugh... Very well."

"Hey, it'd be nice to have more help. She did join us back on Earth." Sunset admitted.

"Yeah. Now Luna can join us, and all we need is Wolverine to come back, then the Harmony Avengers can be reunited!" Peter and Spike cheered in perfect unison.

"You're an idiot, Parker." Miguel said in a deadpan tone. "Let's just get the others before I decide to throw you in the rift myself."

> The Cure, Part I
> --------------------------------------------------------------------------

"Why is she here?"

Twilight hissed at the sight of Felicia, poking her chest. Black Cat swiped the alicorn's hoof away, not caring about Twilight's anger at the mere sight of her. "Nice to see you too, princess." she replied sarcastically, rolling her eyes. "Love the costumes you two." she gestured to Sunset and Twilight, who were wearing the uniforms they wore back on Earth. "Brings me back."

"Peter!" the lavender alicorn growled.

Miguel nudged Peter, prompting him to answer, "Uh... I know you're angry, honey..." he began slowly, watching his wife fume, "But hear me out! Felicia could help us with this Sloan situation. Okay?"

"Look, Twilight. We don't have to time to deal with your grudge right now. We're wasting time in finding Sloan doing this! I mean you've been grumbling at the sight of her for thr past five minutes." Miguel told the jealous princess

Sighing, Twilight held her head, "Fine, but for now." she began to walk away.

"She's a feisty one." Black Cat admitted.

Peter chuckled, "You have no idea..."

"You mentioned that you could track down Sloan, right?" Luna wondered aloud.

Peter nodded, "That's right. I created a new set of spider-tracers. They're connected to my web-shooters now, where the signal sets off on my hoof the closer we get." he explained, holding up his wrist, revealing his web-shooters.

Celestia turned to the heroes, "As much as we want to aid you, we must attend to Canterlot for repairs. We wish you the best of luck in your quest to stop Sloan."

"Thanks." replied Peter. "C'mon, everypony." he gestured for them to move ahead. Peter put back on his mask, then rubbed the sides of his head, 'Spider-Sense tingling... Again... But we're not near Sloan yet, and the portal in Canterlot's closed! What's causing it?!'

Hiding in the shadows, a strange spider creature followed the heroes, all of them unaware of its presence. It crawled up the side of a building into an alleyway. It's time to attack was near. It just needed the heroes separated.





Sometime passed, and the group left the Friendship Express, at the closest stop where the tracer led them. "How much farther, Peter?" Rainbow groaned impatiently, "There's no way Sloan and that octopus pony got that far ahead."

The hero rubbed his head again, "I-I'm sure it's not too far." he studdered a bit.

"You alright, Parker? Don't think I didn't hear that studder." Miguel questioned.

"Yeah... I'm good. We're almost there."

Twilight looked at her husband, though she couldn't see his face underneath his mask, she could tell whenever he was starting to wear down after battle. "Is it another headache?" she asked with concern, holding his forehead. "You've been getting those a lot ever since Miguel showed up."

"It's nothing... Just my Spider-Sense..." Peter revealed.

Miguel raised a brow under his mask, "You're Spider-Sense? But we're nowhere near danger."

"I know. That's the strange thing about it." replied the stallion, placing his and Twilight's hoof off his head. 'Okay, Spider-Sense. You can stop messing with me now. Do that thing where you point me to the danger like with Scorpion earlier...' he stopped, 'No? Fine...' his thoughts grumbled.

Rarity put a hoof under her chin, "Unless of course, we're nearing Sloan right now and that''s triggering it..."

"Doubt it... This is something else." explained the strained stallion with a shrug.

"Just don't push yourself, Parker." Miguel warned his predecessor.

Behind them, Black Cat nudged Applejack, "Is he always like that?" she asked.

"Not really. Where have you been since Peter caught ya back in Manehattan?" she asked.

Felicia chuckled, "I'd rather not say. I'm sworn to secrecy after all."

Applejack rolled her eyes, "Sure."

A rumble sound caught them off guard.

Peter turned around and faced Pinkie. "Pinkie... Don't tell me you're hungry now of all times..." he groaned, planting a hoof on his face. The pink pony shook her head.

"That wasn't me! My tummy would rumble louder if I was, unless it was my Pinkie Sense, but I've never had a signal that was just a grumbly stomach!" she explained.

"...Right." said Miguel slowly, processing what Pinkie has just said. 'Is she always speaking that shocking fast? How do Parker and the others keep up with her?' he thought. "What the shock is a Pinkie Sense?" he asked aloud.

Twilight sighed, "Not even I have an answer."

"Think the Spider-Sense, but for her and it involves a lot of spazzing." Peter said, "I'm just not sure how it works."

"Yeperoo!" shouted the pink pony.

Fluttershy turned to the party pony and asked worridly, "Is your Pinkie Sense going off now?"

"Nope!"

Spike sighed in relief, "Thank goodness."

Sunset and Trixie trotted ahead to Peter, Miguel and Twilight. "The closest rift should be nearby." said the blue unicorn. "I informed Sunset of our research and she said she'd take a closer look once we get back to Ponyville."

"Yeah, I'm sticking around until all of this is over." Sunset informed the group, "I'm sure Celestia would understand if I'm gone for a little longer than expected."

Rainbow Dash nodded, hovering over the others at a smooth pace, "Cool! The more ponies the better!"

"Yeah. Thank you all." Peter said, putting on his mask, with Miguel doing the same. "With all of you here, Sloan and that Doc Ock fangirl won't know what hit them." he declared.





"Is he ready?" asked Sloan, standing next to Doc Ock at the next rift to harness. "I have a feeling that the Spider-Men and thei friends are on their way here judging by their strange ability to counter the power of the portals."

"That's what you predicted?" asked Serena.

Walker nodded, "Yes. They managed to find us at Canterlot at the most inopportune moment. They are aware of the rifts as well most likely, meaning that we are running out of options until I can fully control the energy I have gathered to make the gateway stable."

Patel smirked, "As a matter of fact, that creature is ready to do your bidding. I have planted a few chips on his body, forcing him to do as we say. I have released him and is awaiting his next orders within the gateway room as we speak."

Chuckling, Sloan turned away, "Excellent. Now, I have to find Tarantula. He must still be in this dimension somewhere."





"I hear some evil scheming going down." whispered Spider-Mane, propping himself on a tree, 'My Spider-Sense is giving me the most painful migrane right now! Something big must be going down soon!' he turned to Twilight and the others.

"Hm... They seem to love planning." Black Cat teased.

Spider-Mane 2099 nodded, "Sloan and Ock have always been like that. They have egos as big as their schemes. But with all of us here, their plans are over, even if Tarantula showed up, they'd still be outnumbered." he explained quietly.

"Good to hear." Sunset replied, "Let's get them while they're unprepared." she said.

"Right." agreed Trixie.

At that moment, all of the ponies jumped from their spots and faced the two masterminds standing next to the rift. "Surprise!" shouted Spider-Mane. Sloan and Ock glanced at the team ready to foil whatever they had planned.

"Ah. The Spider-Men. You think you won, but you are wrong." Sloan bragged.

'Well. That's like a cliche villain saying right there.' Spider-Mane mused in his mind.

"I dunno, dude. It's like what? Twelve against two? I thought you science types knew how to count!" Dash yelled.

"That's where you're mistaken! We have a few more trump cards waiting for you!" Ock boasted, pressing a button. Suddenly, a large number of robots jumped out of the portal, surprising the heroes. "Alchemax has generously supplied us with the necessary opposition to stop you from stalling us any further through me robots!"

"Jam it!" shouted Spider-Mane 2099.

"Jam?" wondered Pinkie, "I don't have any bread or peanut butter with me, though!"

"Ah, shock it." groaned Miguel.

Black Cat rolled her eyes, "None of you told me they had robots. Heh, I kind of regret coming here." she chuckled to herself, glancing at the tall inorganic beings in front of her.

Shrugging, Spider-Mane spoke, "We thought we got rid of them! And you never asked!"

Without saying another word, Sloan hopped into the portal. "Wait! Son of a glitch!" Spider-Mane 2099 grunted. "Spidey! We gotta follow him! Quick!" he ordered, unfurling his wings and flying ahead.

"Right! Girls! I'm sure you can handle Ock's robot army. We'll face Sloan ourselves!" Spider-Mane declared.

"I'm coming with you!" Twilight said, "Remember, I'm never leaving your side at times like this."

"Alright." Peter agreed.

Sunset stepped forward, "Me too. The four of us will prove a match against whatever Sloan has waiting for us."

"Go get 'em, guys! We can handle this army of tin cans!" Rainbow boasted.

Doc Ock 2099 seemed to fume at the insult to her creations, "What did you just call my robots?"

"You heard her!" Spike grunted.

"Grr... Attack!" at that instant, the robots charged forward, forcing the remaining ponies to counterattack.

"Just go, Spider! We can tear these apart no problem!" Felicia said to the four that were heading into the rift.

"At least she's staying behind." grumbled Twilight so the others couldn't hear her. The three then followed Miguel into the portal.





Peter fell face first onto the metal floor. A second later, Twilight and Sunset followed his actions. The wall-crawler tried to move on all fours, but he noticed that he had fingers. 'Oh my God... I'm human... I'm back on Earth!' he realized, standing on his feet. He felt his costume and noticed that it was still on him. "Huh. Magic, I guess."

Spider-Man 2099 turned around, "Glad to see you're not taking a nap, Spidey. How the shock do your clothes fit you?" he asked the three, wondering how their clothes changed with them. The former alicorn and unicorn stood up.

Twilight looked down, "Sweet Celestia! We're on Earth!"

"Magic, Spider-Man 2099. We enhanced our costumes to morph just in case something like this happened, where we changed forms." Sunset explained.

"Can we stop this conversation?" said an elder voice.

The four turned to see Walker Sloan controlling that gateway, "Alright you Val Kilmer soundalike. You may not know us, but we're the guys who are gonna stop your plans!" Spider-Man declared, a scowl forming on his expressive mask.

"I do not care. For you forced me to bring something the Professor brought out just in case you'd arrive." Walker ignored the boast. Tremors were heard, alerting the heroes, but something was off to Peter. "He should be here soon."

"Is this what triggered your Spider-Sense?" asked Miguel.

Spider-Man shook his head, "No... It's weird. My Spider-Sense isn't going off right now." he revealed.

A white muscular hand gripped the doorway. The creature appeared to be a white creature, larger than the four, with a black spider insignia on its chest. Something about it seemed familiar to Peter and Twilight. "Ladies and gentlemen..." Sloan began.

'No...' thought Peter. "Guys... I think I know why my Spider-Sense isn't going off!"

"Why?" wondered Spider-Man 2099.

Spider-Man gulped, "I think that's a symbiote!"

"A symbiote?" blurted Twilight and Sunset. "But I thought Venom was it!" Twilight hissed.

"I-I've never seen this one before!" revealed Peter. 'Let's not even discuss Carnage right now...'

"...Meet Anti-Venom. But you may know him by his real name: Eddie Brock."

"EDDIE!?"
> The Cure, Part II
> --------------------------------------------------------------------------

Rainbow Dash kicked down a robot standing in her path, aiding Spike in the process. The dragon used his breath to burn the circuitry of another, causing it to explode. "Nice job!" complimented Dash, grabbing another bot with her hooves and bringing it into the air with her. Spike sliced the torso of another android, exposing the wires and cut them apart, shutting it off before it could do more damage.

Aiming its turret at Trixie, another robot started to shoot at her, but she used her magic by teleporting and holding a forcefield to cover herself until she was able to destroy it with a powerful spell. The blue unicorn faced upward to see Rainbow Dash spiraling downward with a robot in her grip. The collision of the crash turned it to pieces. "Was that really necessary?" she asked the pegasus.

"What? As if you don't enjoy a little show-boating." Dash responded with a chuckle.

"Fair point."

Pinkie Pie and Applejack faced back to back, watching as the robot army seemingly grew. The farmpony kicked away two with her backhooves while Pinkie pushed some aside, knocking them into other robots and causing them to topple like dominos. "Yes!" cheered the pink party pony at the sight.

"Yer awfully happy." Applejack noticed.

"Heck yeah! I managed to do that!" she showed the orange earth pony her little domino game.

"Nice." was all Applejack muttered, adjusting her stetson and focusing her attention on the battle.

Rarity and Fluttershy were separated from the others, the unicorn deciding to cover for the pacifist pegasus. She erected a forcefield around Fluttershy whenever she could, and when the robots proved overwhelming for her, she managed to shoot them down. The white unicorn faced the group coming at her and used her magic to throw some stones she lifted from the ground, the barrage distracted them and allowed Applejack to finish the job.

Doc Ock 2099 lashed out her tentacles at Black Cat, who hopped out of the way of the holo-tendrils. Serena growled, slamming her back tentacles at Felicia, who did her best to hold them up with her hooves, "C'mon! Stay down!" she ordered.

"Never."

Before she could push further, Black Cat felt something cover her and the arm she was holding. Trixie had used her magic to help lift the tendril away from harming Felicia. "Nice save, blue." she complimented. Doc Ock scoffed at the sight.

"You got lucky!"

"Sure we did." Trixie replied sarcastically.

Serena grunted in annoyance, lashing out each of her tentacles at the unicorn and earth pony. "You had to say something, blue." grosned Felicia, who was focusing on avoiding each tentacle that was aimed at her. Trixie used a teleportation to move out of the way of each attack, taking time to help her friends with the robots.

Black Cat managed to land a punch on Doc Ock 2099, "Let's hope the others are faring better. I'm getting sick of this."





"Eddie Brock!?"

Spider-Man looked at the creature in disbelief, 'But... Osborn removed the symbiote from him!' he recalled. 'How could he have this Anti-Venom thing on him? What even is Anti-Venom!?'

Sloan smirked, putting his arms behind his back, "That's right, Spider-Man. During my test run of the gateway, I found out the method of travel was unstable. I knew your successor would come after me, so I had allied myself with someone, who brought Anti-Venom to my attention, I had brought them to this time to come up with a way to keep him occupied while I obtain the energy to create a rift powerful enough for me to rewrite history in my image."

"You're sick, Sloan!" Spider-Man 2099 grunted, clenching his fist after hearing the explanation. "You're messing with power beyond your control! The result can be unpredictable!"

"As if I care about what you think, Spider-Man." Sloan scoffed. "Anti-Venom..." the creature looked at rhe scientist. "Kill the opposition." he ordered.

"With pleasure!" Anti-Venom hissed, "I sense radiation within you, Parker. I'm the cure..."

"Okay, Eddie! I never thought we'd be doing this dance again. It'll be like old times!" Spider-Man declared, pointing at his old symbiotic nemesis with his right hand. "But I never took you for someone's slave, Brock!"

"Oh sure, keep calling him names. That's a good idea." Miguel scoffed, crossing his arms.

Eddie smirked, "No... This symbiote's different... It's not poison. It's a cure, a gift meant to rid the world of all its diseases... Starting with you!" after saying that, tendrils began to pop out of his body, each of them aimed at Peter, but they were cut off by something. Twilight held out her hands, using a spell that created a psychic knife strong enough to cut apart the symbiote tentacles before they could reach him. 

"Nice save, honey. I'm glad you followed me here."

"I know." Twilight replied.

Spider-Man 2099 scowled under his mask, seeing that Sloan was making a getaway into the labs of Alchemax. "Ah shock! Spidey! I'll be chasing Sloan before he can get away! You three can handle this Anti-Venom thing right?" he asked, each of them nodding.

"We fought off Luna with the Venom symbiote before." Sunset assured, "And with our magic, I think Brock is outmatched."

"Good to know." Spider-Man 2099 began to sprint before webswinging after Sloan, leaving Peter, Twilight and Sunset to fight Anti-Venom.

Spider-Man looked at his wife and his friend, "Okay. Does anyone here have a plan? Because something tells me Brock's not kidding around this time." he wondered, 'Then again, he became a psychopath when he bonded with Venom, so that's nothing new.' he thought, getting into a battle stance.

"I burnt it last time when we removed it from Luna. It would probably work again." Twilight replied. She shot out a spell hot enough to at least cause a small part of the symbiote to remove itself, but the parasite regenerated itself.

Anti-Venom laughed, "Your pyro tricks won't work this time! The Anti-Venom symbiote is made up of my white blood cells! Combined with the symbiote remnants, I am unstoppable!"

'Wait... He's not saying 'we' anymore... Oh my God. He's bonded to it like Cletus with the Carnage symbiote!' Peter realized, "Guys! We can't remove it from him! Once a symbiote's bonded to one's bloodstream, it's pretty much with them permanently." he explained to the girls.

Sunset nodded, "How do you know?"

"Venom's been bonded to me. The symbiote explained to me that if possible, it can bond to your very blood, and it tried to do that to me when it wanted to make me its permanent host back when I wore the black suit." explained Spider-Man.

Anti-Venom roared, and charged after Spider-Man. Before he could react, tendrils began to pore into his body. "AH!" the hero screamed, feeling himself get weaker by the second. Sunset managed to keep Eddie still and removed the tentacles, but he threw Peter onto the metal wall. The hero staggered to his feet. He shot a strand of webbing from both hands and dug them into the ground, spinning around in place and managed to hit Anti-Venom.

"Peter! Are you okay!?" Twilight ran to her husband, wrapping an arm around him to help him stand.

"I'm fine... I just feel weak." answered Spider-Man.

"Ha! That's only a taste of the symbiote's power! Your radiated powers were being drained, Parker!" Anti-Venom revealed. Sunset shut him up by kicking him while he was busy talking.

"M-My powers!?" Peter blurted out. "Oh man... That explains a lot. But I'm not standing down!" he declared, getting back on his own two feet, with Twilight ready to blast Brock with anything she can dish out. 'I've defeated the Sinister Six without my powers while unprepared before, I'm not letting Brock bring the end to my story.'

"Just be careful, Peter." Sunset warned, "We'll hold him off while you recover!" she said, blasting Brock with small fire spells meant to distract him. Twilight held out both of her hands and shot Anti-Venom with a concussive blast, knocking him onto the floor. The monster fell to one knee, but he faced upward, lashing more tentacles their way. Spider-Man tried to flip over them, but he was too weak to move, and found out his superhuman agility was gone.

'Aw breadcrumbs...' grumbled Peter. Sunset and Twilight teleported in front of the wall-crawler, cutting apart each tendril aimed at the webslinger. "Thanks for the save, girls. I'm of no use right now. You're better off without me for now." he assured.

"He's just going to target you." Twilight whispered.

"I'm sure you two can keep him in check." Peter comforted. "But he's powerful. That Anti-Venom thing is obviously an upgrade. Heck, I don't even have my Spider-Sense anymore."

Twilight nodded, facing Brock, "You're a monster!"

Anti-Venom stretched his arms out, "No! I'm the savior that this world needs! I will purge everyone of their demons!" he declared grabbing Twilight by the throat and slamming her on the ground, causing Peter ro scream her name in worry.

Sunset tried to counterattack, but he wrapped his tendrils around her body, throwing her around like a ragdoll, the sorceress tried to move her hands to complete a concussion blast, but Anti-Venom lashed out ans threw her aside. "This is between me and Parker!" he ordered the two. Before they could get up, Brock sent out more tentacles after Spider-Man, the hero unable to avoid them.

'Hentai... Why have you forsaken me?' his mind joked. "AH!" he screamed again, feeling himself get weaker. Spider-Man fell to one knee once Brock was done, his costume torn to shreds from the purification. "You... Didn't need to-"

"I didn't need a reason. Other than to make it easier to kill you..." Anti-Venom hissed, morphing his hand into an axe and he raised it over his head, ready to kill Peter. But before he lowered it, he hesitated, holding his head as he screamed. Twilight saw an opportunity and shot one more burst of energy, hitting Anti-Venom in the back. The creature stopped and got up, facing the sorceress, who was back on her feet.

"If you want to hurt him, you have to get through me." she declared, getting a second wind upon seeing her husband unable to act.





"Alright, Sloan. Where the shock are ya?" Spider-Man 2099 muttered the question to himself, slowly pacing around the Genetics Lab. He turned to look at the capsules, but something strange caught his eye. He ran to the nearest monitor and noticed that there were Scorpion clones inside of the room. 'Jam it! These must be the clones that they mentioned earlier!' he looked at another screen.

"What the shock?!" he shouted, "Why is Parker's DNA on record here? How did they even get a hold of it!?" he noticed that the project could replicate Spider-Man's radiated DNA, giving the subject his powers. "Subject 1: Imperfect?" he wondered, "Subject 2: Complete, ready for Tarantula phase?" 

'Tarantula? That shocking spider monster is a clone of Parker!?'

Before Miguel could continue, something managed to catch him offguard. It felt like someone shot a strand of webbing on his back. Before he could say anything about it, he was yanked through the door. Spider-Man 2099 held his head, "Son of a glitch!" he shouted, standing back up. "Who did that?"

Someone hopped down from the ceiling. He had Peter's physique, but his costume was red, with a black mask and a spider insignia that matched the mask etching into his shoulder, his lenses were blood red. "Okay. Who the shock are you and why are you in my way?"

"I'm keeping an eye on the lab while the Professor is gone. My name is Kaine. The First Spider." revealed Kaine, unsheathing stingers from his wrists.

'The First Spider? Aw shock.'
> The Cure, Part III
> --------------------------------------------------------------------------

The ponies panted, seeing the broken remains of the robots scattered all around the forest. Doc Ock yelled, "I have plenty more where that come from, you equine pests!" she pressed a button, ordering the remaining androids to fight. 

"Ugh. Does she ever give up?" Dash groaned, wiping the sweat off her head. She took to the skies once again, hoping to push them as easily as she did earlier.

"Apparently not." Trixie muttered, using her magic to hold one of them in the air and she tossed it to the ground, where it fell into pieces upon contact.

The Black Cat tried to reach Serena once more, but the scientist began to draw her robots to the cat burglar. "That's just great." grunted Felicia, hopping out of the way of the robots, getting ever closer to the robot controller.

Pinkie Pie jumped on a robot coming her way, bouncing herself to another with a smile on her face. Applejack and Rarity blew back the oppostion, while Fluttershy lightly shoved a robot away from her, pushing it into a line of other robots and making them fall. "Um... How did I do that?" questioned the yellow pegasus.

"Don't question it, Flutters!" Dash shouted, punching an android with her right hoof. Spike ran ahead, using his flame breath to burn any obstacle in his path, while they were trying to cool their circuits, Applejack and Rarity handled the offensive, as Trixie tried to cover for the others, as they reached Doc Ock.

Black Cat finally made it to the doctor's spot and delivered a right hook to her face, scratch marks were shown on her cheek. "I've had it with you octopi!"

"Peh." Serena wiped the blood from her cheek, scowling at Felicia. "You think you have the upper hand? You can never defeat me! Once Sloan returns, I shall finish the job!" she began to dart away, using her tentacles to make a quick escape. Rainbow Dash noticed this and sped downward, tackling the scientist.

"Get off me!" Patel grunted, struggling in the cyan pony's grasp. Rainbow continued to hold her harness down, ensuring that she couldn't use her arms to harm anypony else.

"Nice save, Dash." Applejack complimented.

Trixie used her magic to shut down the harness temporarily, "Now. It's over, Octopus." she declared.

"It's not over until I say it is! Ahahaha!" after aaying that Doctor Octopus 2099 vanished from their grasp. The ponies and dragon were left wondering where she went.

"How'd she do that!?" Spike asked aloud.

"Stupid rift! She must've been using a signal from over there in the rift! Future tech I swear." Felicia muttered, crossing her hooves. She sighed, "At least we won't have to worry about her for a while. Until the Spiders get back from wherever they're at."

They noticed that more robots were appearing around them in place of Doc Ock 2099. Pinkie frowned, "What is even happening right now!?" she held her hooves to her head in disbelief.

"I don't know, Pinkie. But these robots have to be stopped before they can reach Canterlot or Ponyville." Rarity answered.

"Aw yeah! More bots to smash!" Dash exclaimed.

Trixie rolled her eyes, "Only you would get excited to fight an army of killer robots." she jested. They all jumped at the robot army, ready to fight once more.

"I don't blame her." Black Cat joked, willing to fight as well.





"The First Spider? What the shock is that supposed to mean?" asked Miguel, putting his hands on his hips. The First Spider's lenses scowled when his eyes did while he retracted the stingers on his wrists. He walked to a computer to show O'Hara what it was he was talking about and pressed a few buttons. Soon, a hologram appeared in front of the screen allowing Miguel to see it and the details it contained "Holy Thor..." he muttered.

Kaine pointed at some of the words, "Eighty years ago, my creator began an experiment. Project: Scarlet Spider. I was the first creation that actually survived the process, hence the title I was given. But there were some... Flaws as it were." the clone pressed a few more buttons, "I was suffering from degeneration. In order to perfect the process, the professor needed something to contain the degenerating DNA that resonated within the subjects."

"...Anti-Venom." realized Spider-Man 2099.

The First Spider nodded, "That's right. Sloan came to him with an offer he couldn't refuse. To capture Anti-Venom to use his symbiote in order to remove any negative effects the project would have, he of course accepted it. Brock was a good man before I detained him, believe it or not. I captured Anti-Venom and he was forced under Sloan's bidding. With the symbiote, the degeneration was removed from me and he was able to create the perfect clone: The true Scarlet Spider."

Spider-Man 2099 lowered his head, "I read that that he was subjected to a Tarantula phase. The giant monster that appeared. So, he's just a clone like you then."

"Correct, my brother as it were." Kaine corrected with a slight growl under his breath.

In disbelief, O'Hara shouted at the clone, "Then why the shock are you working for him?! He turned your brother into a shocking savage spider-monster!"

"You don't understand..." hissed the First Spider, "He's the only one who's given me purpose in my nonexistent life. I have no choice but to serve him!"

Spider-Man 2099 shook his head, "No, it doesn't have to be that way! Just because you're a clone doesn't mean you don't have a purpose! You have potential!"

"You don't understand. He has a kill switch on my brother, the exoskeleton of Tarantula to be exact. If I were to turn traitor on him, he'd die because of me." Kaine revealed. "With Anti-Venom under Sloan's control there's no way to change him back. That's why I have no choice in this manner!"

"Then let us help you," Miguel offered.

Kaine chuckled, "Why should I trust you? Hell, for all I know, you'd probably treat me like crap anyway." he lunged forward with his stingers out. Miguel grabbed his arm and tossed him over his shoulder, throwing him on the ground as hard as he could. The momentum of the throw prompted Kaine to use his stingers to skid and roll on the metal surface he was tossed upon.

"All right punk, I warned you." declared the First Spider.

The future jumped back as Kaine swiped his stingers downward. He kicked First Spider in the chin in the process and webbed his chest, slamming him on the ground, "Would you just shocking listen to me?! We can help you and brother! You just have to believe us!" he ordered at the top of his lungs.

Kaine got up and yanked the gossamer from his body, "Listen. I was told to protect this lab from any intruder and that's what I intend to do." he announced, clenching his fists, "I don't need a lecture from the likes of you!"

Jumping forward, First Spider gave Spider-Man 2099 a right hook. When O'Hara got his bearings he snapped back, "I know what it's liked to be used! You can do better!" when Kaine responded with a roundhouse kick, Miguel grabbed his leg and jabbed his stomach, "Fine. I'm sorry to do this, but you're in the way of stopping Sloan. I can't afford any more distractions at this point!"

The clone punched O'Hara's cheek, prompting him to let go. "Again, you don't seem to understand. This is the best option for me. After all I've done!" he kicked him back and unsheathed a stinger and pinned it directly to Miguel's chest, "Now, do you understand?! After all the sins, the atrocities, there is no turning back for me!"

Spider-Man 2099 shot a strand of webbing onto Kaine's face and flipped, accidentally removing his mask, driving his feet directly into the clone. Once he was upright, he saw the clone's scarred face, looking like he was burned with a scar reaching near his eye. Instantly, Kaine webbed the mask off O'Hara's hands, stunned. The First Spider then placed it over his head, "See? It's not pretty for sure. I told you I'm a freak, inside and outside."

"You call yourself a monster, but Parker and I can change that." O'Hara assured, pointing a finger at him. "Your face, or even the fact you're a clone doesn't matter! Come with us and we can save your brother and stop the Professor!"

First Spider grunted and revealed his stingers once again, "No deal. This is my life, and I cannot change that."

O'Hara raised his fists, and watched as Kaine came running towards him, arms by his sides. "Jam it..."





Twilight teleported as soon as she saw Anti-Venom charge after her. The symbiote turned his head, wondering where it was she got too. He felt a surge of pain on his upper back. The sorceress had levitated and shot the monster with a small concussion blast. "I recommend you stay down." she ordered.

Anti-Venom held his head and shook it, "Gr... S-Save me..." that response left Twilight and Peter wide-eyed.

"What? W-What do you mean?" muttered Twilight. Before he could muster a response, Eddie screamed in pain, clutching his head while doing so.

"Nothing!" screamed Brock, seemingly back to his old self. He lashed his tendrils at Twilight, but a yellow aura covered her. "So... You are awake as well."

Sunset descended back to the ground, "That's right. We're going to stop this now. It's two against one, Brock." she noticed that he was now standing still upon her return. He groaned as he clenched his fists.

"Save yourself..." Anti-Venom tried to say, "I-I can't control myself!" he shouted.

Spider-Man looked at Brock struggle to keep it together, 'What's wrong with him? He's trying not to fight us. That's new.' he mused, recalling his old attitude.

Twilight looked at Sunset, "This isn't right." she whispered. "Something's off about all of this."

"You're right. Let's just hope we figure it out before it's too late." agreed Sunset. The former unicorn floated in her spot, trying her best to hold Anti-Venom down while he was distracted. She stretched both of her arms out while she emitted an aura around Brock, keeping him still. "Your move, Twilight!"

Twilight nodded, shooting more concussive blasts at the symbiote, making him scream in pain. She shot a small ball of fire in his direction, but she couldn't damage the symbiote again. "It really is an indestructible symbiote..." she sighed.

Anti-Venom laughed, and managed to wrap his tendrils around both sorceresses, "You didn't believe me? That's your mistake and it'll be your last!" he held them up, but Twilight managed to cut the two of them free. The two landed on the ground safely, and watched as Brock started to charge after them. The sorceresses vanished before he could hit them. The symbiote turned around, looking up this time.

Sunset appeared right as Eddie turned back around, punching him in the face. She kicked him while he was momentarily stunned, allowing Twilight to deliver more concussive shots his way. As the barrage continued, Anti-Venom roared, catching the two off guard. "Enough of this!" he grabbed the two of them and began to slam them around.

"No!" Peter shouted.

Ignoring him, Anti-Venom held the two magic users by their throats and tossed him aside once he saw that they were unconscious. "Stop this, Brock. It's me you want... Leave them out of this." Spider-Man declared, holding his sides while he stood up.

"Let's finish this once and for all, Parker!" Eddie declared, turning to his old adversary. He held his head for a moment, but he got back to focusing on his mission. "I've already drained you of your powers, so you stand no chance now!"

Spider-Man panted, looking down before clenching his fist with determination. "I know, but I have to do what's right." he heard Anti-Venom laugh.

"Same old pathetic Spider-Man. Oh, it'll be fun to finally be rid of you!" declared the symbiote. He charged forward, with Spider-Man staggering out of the way. But Peter wasn't fast enough, and he felt the whiplash of Brock grabbing him, leaping in the air, and throwing him onto the ground and using him to stop his fall, feeling the metal ground nearly break his back.

Spider-Man roared in pain, his body sore. He used the last of his web cartridges to stun Brock with some gossamer to his eyes. Peter grunted as he kicked Eddie backwards. The wall-crawler stood up and dodged one of Anti-Venom's sycthes by leaning his body back. Then he felt a tendril wrap around his leg before he could react, and he gulped. "Oh no..." he was thrown and pinned down by Brock was again, unable to move as he took a hard punch to the chest, knocking the wind out of his lungs.

Anti-Venom punched Spider-Man, but before escaped his grasp by kicking him off his body. "Nice t-try, Brock..." slurred Spider-Man. "But I'm still alive."

"Not for much longer!" declared Anti-Venom. Spider-Man rolled on the ground, too weak to stand up. He started to crawl away to the portal to devise a plan. Anti-Venom followed slowly, but he hesitated, screaming in pain and holding his head again. Peter noticed this as well.

'It's mind control. Brock's really not in his right mind. I just gotta figure out the source.' confirmed Spider-Man in his head, he tried to push himself, but to no avail. 'I'm too w-weak. All of my powers are really gone...' he panted. But he felt something grab his throat before he had a chnce to react.

Anti-Venom was choking him. Struggling, Spider-Man managed to shoot a web-ball in Brock's face, distracting him. He flip-kicked his way out of the symbiote's grasp. Once Spider-Man landed, he saw Eddie yank the webbing off his face.

"This is the only way it could have ended! What will you do now!?" hissed the creature.

'The only thing I can do.' mused Spider-Man. He ran forward, as did Anti-Venom and the two of them punched each other at the same time, going all out. The two of them collapsed on the floor once their fists collided with their faces. Spider-Man lay on the floor, unmoving, his body limp. While Brock's chest could be seen heaving.

Twilight suddenly opened her eyes as did Sunset. When the former alicorn saw her husband lying on the ground, she immediately ran to his side. "Peter!?" she shouted, shaking his body. He didn't respond. "Peter! Wake up!" she ordered, her husband still not moving. Sunset stood up and ran next to her friend.

"Wake up!" Twilight cried, tears starting to fall down her face. "C'mon, sweetie!" she begged.

"No..." muttered Sunset. Twilight cradled Peter's body in her arms. Crying as she witnessed her love die again. "I-I'm so sorry, Twilight." the former unicorn teared up.

"NO!" cried Twilight in despair. It happened. Spider-Man was dead.
> The Cure, Part IV
> --------------------------------------------------------------------------

Black Cat huffed, "Will these things ever stay down?!" she sliced the head of a robot off with her claws while saying this, then she moved to do the same to another robot.

"It's not them stayin' down that's the problem!" Applejack reminded Felicia, kicking apart two robots as hard as she could, "It's the fact that they keep comin'!"

Pinkie Pie looked up to see Rainbow Dash hovering with a robot in her hooves. She threw it down, and allowed Rarity to hit it even harder by tossing it to a few more robots in their path. "Woo! Teamwork makes the dream work!"

"What does that even mean!?" Trixie wondered. The blue unicorn having hit the robots with her offensive spells.

Pinkie shrugged, "I dunno!" she said while hopping on top of the androids Fluttershy shoved aside. The yellow pegasus even managed to destroy a few by ducking and having them move too far, much to her surprise and the relief of the others. She still wondered how she could do that.

With the robots' numbers dwindling with the absence of Doctor Octopus, Black Cat decided to finish this off by jumping around and slicing off the heads of each robot, with Spike providing a way to burn through their wires and circuits. Eventually, the ponies saw her plan and aided her as much as they could.

Trixie saw one last robot stumble to get up, and she used her magic to hold it down. Rainbow Dash and Felicia nodded at one another and punched its motherboard out, destroying it for good. The ponies panted, relieved that the inorganic beings were gone.

"Gotta admit... You're pretty cool." Rainbow admitted to the Black Cat, who chuckled.

"You gals are not too bad, either." replied Black Cat.

"We should tell the others that Doctor Octopus lady vanished when they get back." Rarity reminded them, "I just hope they're fine wherever they're at."

Everypony else nodded in agreement, but deep down something in their minds told them that something was off.





Spider-Man 2099 grunted, trying to hit Kaine with his claws. The First Spider hopped back before the attack could hit him. 'Shock it. He must have a Spider-Sense also. That's just great...' he thought. Kaine reared his right arm back, curling his hand into a fist. As he was about to punch Miguel, the future hero caught it in his palm.

"We're wasting time! Sloan could be doing who knows what right now!" Spider-Man 2099 yelled, not in the mood to fight the dejected and violent clone.

Kaine scowled, "Stop trying to get yourself out of this! I'm supposed to stop you! You Spiders should know about loyalty more than I do!" he moved his arm down, making O'Hara lose his grip. The clone kicked Spider-Man 2099's chest, launching him to the wall. While he slid down, Kaine marched forward, releasing his stingers again to finish what he had started.

Miguel's head snapped upward, "Actually I do, you son of a glitch!" he shot two strands of webbing out of his wrist, the First Spider using his stingers to cut the gossamer before they could make contact. He ignored his Spider-Sense, not knowing that Spider-Man 2099 had gotten up and was ready to uppercut him. "You know your creator is wrong! Why stick with him?!" he asked once Kaine landed on the metal floor.

"I have no choice!" declared Kaine, jumping back on his feet. "I shouldn't have to explain this to you again!" he growled, pointing at the future Spider-Man.

"You always have a choice." Miguel revealed, holding his hands up as a declaration of peace. "You're a clone... How much of Parker's memories do you truly have to assume that he would treat you as a monster."

Kaine paused, looking at the ground and he crossed his arms in silence. "The memories I share with him diverge after his final battle with the Green Goblin before he left to that other world... I've seen faint visions of those too. He's a hero. Something that I would never become at this point of my existence."

"What do you think about those visions? The ones you can recall?" asked O'Hara.

Exhaling, Kaine looked at Spider-Man 2099, "I feel... burdened. As though I have a sense of responsibility t-to these people that I don't even know! I wanted to live my own life, free from Parker's shadow... But I don't know where to begin."

"That's why you're still here. You believe you can't find a purpose beyond helping your creator." Spider-Man 2099 explained, "You may share the body and some thoughts of Peter Parker, but you've proven that you are you're own person. If you help us, we can help you give you the life you wanted." he offered, holding out a hand for the clone to shake.

The First Spider paused again, looking at Miguel's peace offering. Something tugged at his heart, telling him that it was for the best he followed his own path. This future Spider-Man has been pleading with him, 'How can I really trust him to save Ben? The only way is if I deal with Anti-Venom and to do that is join forces...' he grabbed Spider-Man 2099's hand and shook it back.

"Glad to have you on board, Kaine." said Miguel sincerely.

Kaine removed his mask, an honest smile was seen on his lightly scarred face. "I can trust you. For now. What of my brother? The clone that became Tarantula?" he wondered.

"Once we find him, we'll find a way to revert his mutation. I promise." Miguel responded. "Now how about we get the glitch Sloan and stop his shocking plans for good?"

"I'm with you. I need to have a few words with my 'Father' as well." Kaine agreed. 'On my own.'

"Alright." Spider-Man 2099 nodded, "Let's-"

"NO!"

The Spider-Men looked out the doorway, "Oh shock! That was Twilight!"

"That girl that Parker seems to be attracted to? She's here as well?" asked First Spider as they started to sprint.

"You have those thoughts too, huh?" Spider-Man 2099 wondered.

"Yeah. That scream can't be good! We gotta hurry! Anti-Venom is too dangerous!"





"Oh shock..." Miguel muttered. He and Kaine saw Anti-Venom's unconscious body. But he looked down, seeing Sunset try to comfort a sobbing Twilight. "Jam it!" he whispered. He saw Spider-Man's unmoving body.

"Twilight... What happened?" asked Miguel.

The two sorceresses looked at Spider-Man 2099, and Sunset explained things for the former alicorn, but tears still ran down her eyes. "Anti-Venom drained Peter's powers... And we tried to fight him off. Brock was too powerful and we were left unconscious. By the time we woke up, i-it looked like Peter gave it his all to stop him..."

"Damn it!" yelled Kaine, kicking the ground in frustration. "This is all my fault!"

"Who are you?" Sunset questioned.

The First Spider spoke and removed his mask, Sunset's jaw agape at seeing the scarred mirror image of Peter "My name is Kaine. I'm a clone created in Peter Parker's likeness... I-I'm the one who brought Anti-Venom here by orders and put him under mind control."

Twilight heard that and shot a concussive blast at the clone, launching him across the room. "You did this!" she shouted, "You killed my husband!" she pointed at the clone. Her alicorn wings formed on her back as magic began to surge through her body.

"Easy Twilight!" Miguel tried to calm the sorceress, but she ignored his plea. Sunset tried to hold her back, but even she couldn't do much to stop Twilight.

"He deserves no sympathy!" she roared. "My daughter will have to live without a father because of him!"

"You don't think I'm sorry?" Kaine asked, causing the powered-up woman to pause for a moment. "I share Parker's memories until he left for good. I know how much he cares for each of you... To have a hand in taking that away... And now knowing you two have a daughter to care for and love, is now my biggest regret."

Twilight lowered her hand, her wings folding back, as he continued, "I saw myself as a monster. That will never change, but I wish to at least help you if it means saving my brother." Kaine said, "It may not be something Ock or Sloan would tell you, but there actually is a way to save Peter at the state he's in."

"You can? How?" Sunset wondered, looking at the clone. "He was already brought back once before."

"The cloning room..." Spider-Man 2099 realized.

Kaine nodded, "It can also double as a regeneration chamber thanks to his DNA being on record. We still have time to heal his fatal wounds in there. But we gotta be quick."

After hearing the clone's words, Twilight calmed down, and softly lifted Peter's body in her arms, bridal style. Kaine and Miguel lead the two to the cloning room, and gently placed Spider-Man's body inside of the capsule. The First Spider typed something on the keyboard then looked at the two, "It's gonna take some time, but he'll get better. I promise. Now we have to free Anti-Venom."

"He'll probably be up again soon, leaving us to fight him. Twilight, Sunset, can you watch Parker while he recovers?" asked Spider-Man 2099.

"You can count on us." Sunset assured. "Kick Anti-Venom's ass for us, will you?"

"Heh. Can do."

As the two walked away, Twilight looked at the capsule Peter was lying in, "Hey, Kaine...?" she called out, prompting the clone to stop. She gave him a teary smile.

"I-I'm sorry for what I said earlier... Thank you for doing this. For saving my husband and the father of my daughter. You're not a monster... You're a hero."

Under his mask, Kaine smiled, "Thank you. For you to say that... Means a lot. What's your daughter's name?"

"Mayday."

"Beautiful name. I promise that she'll have a father and mother to have come back by the end of today." he assured. Sunset beamed a grin at the clone.

"Stay safe, Kaine. We'll be here in case you need help. You're okay in my eyes as well." said Sunset.

"Can do, Red." replied the Scarlet Spider, shooting a web-strand out the door and swinging away to catch up with Spider-Man 2099.

Twilight placed a hand on the capsule, relieved to know that Peter was going to be alright in the end. Sunset exhaled, "Let's just hope those two can handle Anti-Venom on their own."

"They can do it. I know they can."

As they were conversing, the two sorceresses began to hear cracks, alerting them of something. Twilight and Sunset readied their magic just in case. Some creatures broke out of the capsules, revealing themselves to be Scorpion clones.

"This isn't what I had in mind while we waited..." said the former unicorn, taking the first shot at the creatures.

"Same here." replied Twilight.

There were at least five Scorpion clones ready to kill them, but they faced worse odds. Sunset shot a small ball of fire at one, burning it up in  contact and turning it to ash. The fire managed to hit another one's claw, prompting it to freak out. This allowed the former unicorn to shoot it into pieces.

Twilight raised her hands, hitting two Scorpions with a concussive blast hard enough to tear it apart. She and Sunset finished the ladt one by holding it back and hitting it with one last offensive spell, emptying the room for good.

"Good riddance." Twilight sighed.

Sunset nodded, "Yeah. Luckily, it wasn't too much. Whoever made these must've ran out back in Canterlot."

"U-Ugh..." said someone through a microphone of sorts nearby,

The noise prompted Twilight and Sunset to face the capsule. "T-Twilight...? Sunset? W-Where am I?" he asked, his voice distorted through the capsule.

"Peter!?" Twilight asked aloud, "Y-You're alive!"

Peter let out a quiet chuckle, "I-I died...? Heh, guess death couldn't handle the Parker Luck. What happened?"

"Miguel went to go free Anti-Venom with the help of Kaine." Sunset explained.

"Kaine...? Never heard of him."

"He's a clone. Of you." Twilight revealed.

"Clone...? That's a n-new one..." he said, staying silent, "Man, now I know how an omelet feels." Spider-Man joked.





Anti-Venom clenched his fist as he started to awaken. He held his head and roared, getting back to his feet. "Where are you, Parker!?" he asked aloud.

"He's not here right now!"

The symbiote turned around, spotting Miguel and Kaine. "More Spiders. You two shall be cured as well!" he lashed his tentacles at Spider-Man 2099 and the First Spider, but they bounced off the two. "What happened!?" he wondered.

"My powers aren't radiation-based! They're genetics!" explained O'Hara.

"And I was created with them. They can't be removed easily." answered Kaine.

Anti-Venom held a hand on the floor, charging after the two Spiders. Kaine flipped out of the way, while Miguel rolled, using an Accelerated Decoy to trick Anti-Venom into thinking he grabbed him. While he was charging with the fake, the clone shot a strand of webbing at the symbiote's back and yanked it, removing a small chip planted on the monster's back.

"There's three of them. It should be easy." Kaine explained.

Spider-Man 2099 nodded, roundhouse kicked Anti-Venom and did a backflip-kick, hitting the creature in the face. Eddie never stood a chance to the combined prowess of two Spiders. "Stay down!" hissed the monster.

"Make us." scoffed the First Spider, who delivered a left hook to Anti-Venom's chest, stunning him. O'Hara released a web-line and released another chip, leaving one more in order to free Eddie Brock.

"Die!"

Anti-Venom tried to grab Kaine, but the clone used his stungers to tear about the tendrils coming at him. Miguel slashed Anti-Venom's head with his talons and dazed him. The future Spider-Man flipped over the creature's shoulders and removed the final chip.

Eddie screamed, feeling his mind loosen. His body began to morph as it began to shrink and thin out. He held his head while he struggled to get his mind back together. Miguel and Kaine stood by him, making sure the process went well.

"What happened to me?" asked Anti-Venom.

"Sloan put you under mind control. Made you kill Spider-Man and us." explained Kaine.

"Parker? He's here?" Eddie wondered.

"Weren't you two enemies?" Kaine questioned. 'While he's talking, I'll make my exit. I can handle the Professor myself and Sloan's endgame myself.'

"I've moved on. Ever since the Venom symbiote was removed... I just hope Peter believes me."

"I'm sure he will." O'Hara replied, "Parker's one to forgive pretty easily. It's something that I scold him for every now and then."

Anti-Venom agreed, "Perhaps we should see for ourselves?"

Spider-Man 2099 nodded, "Yeah, let's go check on him and see for ourselves." he turned his head, noticing that a certain spider was missing now. "...Where the shock did Kaine go?" he heard the sound of the portal blaring, as if someone jumped in and he instantly knew that the clone had left the scene.

Anti-Venom hissed, "Do not be concerned with him... We have more important matters, such as Sloan snd Parker..."





"Easy, you two. He's on our side." 

Miguel assured the two magic users to lower their glowing arms. Anti-Venom managed to remove the symbiote from his head, revealing his true face. "My sincerest apologies. Sloan had put me under mind control to stop you all."

"B-Brock...?"

Eddie faced Spider-Man in the capsule and sighed, "Yes, Peter, it's actually me, the real me. You don't have to worry about me getting to your loved ones or anything like that anymore. Ever since Venom was taken from me, I changed me ways in your honor. Especially learning of everything you've endured." 

Peter coughed, "T-Then how did you... get that...?"

Brock looked at his reflection, "A man named Martin Li. He's considered the Saint of New York and showed up sometime after you left... But like everyone else, he also has a dark side. Turns out he was a crime boss called Mister Negative. He had this weird power whenever he turned... When he touched me, he cured my cancer and released all the dormant symbiote traces left in my DNA, turning me into Anti-Venom. Ever since, I decided to fight the disease called crime."

"So, you're no longer evil?" asked Twilight with some curiosity over his behavior.

"H-He was never really evil, Twi... He just really hated me. I remember when he went through a Lethal Protector phase as Venom.' Peter revealed slowly, coughing again, "Heard him and the Hulk call out some guy called Doctor Badvibes on the radio one time. Heh... That was actually pretty funny." he paused, "...Can I get out now? My suit's starting to itch in places it shouldn't."

Miguel nodded, "Sure thing." he replied and opened the glass. Peter collapsed to a knee, where Twilight held him up with an arm wrapped around his shoulder. But not before trapping him in a hug and kissing his face.

Spidey chuckled, "E-Easy, Twi... I just came back from the dead." he quipped.

Sunset looked around, "Where's Kaine?"

"...Who the heck is Kaine again?" Peter asked.

Spider-Man 2099 folded his arms, "Your clone. And not the only one either. He helped heal you after Anti-Venom beat you to a shocking pulp earlier, then ran off into the portal to Equestria. Not sure why." he grunted to himself. "There's another clone... Transformed into Tarantula, and he's desperate to save him. And I thought I was getting through to him too." he exhaled.

Twilight frowned, "He really did sound sympathetic over his mistakes... but it's not your fault, Miguel. He probably needs time to himself to think things over."

Sunset put her hands on her hips. "Well, at least we don't have to worry about him killing us, I guess. But he shouldn't be out there alone."

Spider-Man sighed, "Another clone like Kaine? That's not gonna sound convoluted later on." he inhaled, "Alright... Guess we gotta go after him and that Tarantula... thing." he turned his head, "Hey, Eddie. You up for helping us?" he said, 'I can't believe I just asked Eddie Brock for help. That's just bizarre.'

Eddie shook his head, "Not yet." the symbiote shifted back onto his face, "I have a bone to pick with Sloan first and make him pay for using me." he snarled, raising his arm and allowed it to become a sharp blade.

"Should we head back then?" Sunset suggested.

"Looks like we have no choice for now." Peter responded, "Eddie can handle Sloan while the rest of us deal with the new Ock, and find Kaine and Tarantula before things get even worse."





Sloan folded his hands as he looked to the monitor then over to the many capsules scattered around the laboratory he was in, "It seems Anti-Venom was another failure." he pursed his lips, "No matter, I did not need him anyhow."

The scientist typed on a keyboard, removing the fog from the capsules. In them were strange bodies that were kept covered in duplicates of Spider-Man's costume, all torn and all of them with what looked to be burnt, green skin. "And Mister Brock is on his way for his revenge... I cannot be halted here... Not yet." he whispered to himself in displeasure.

Sloan looked to the capsules, seeing that the subjects were still alive despite their... flaws. They would no doubt come in handy in stopping the Spiders and ponies that followed him across time and space.

"I hope the Professor doesn't mind me unleashing the Imperfects for this moment." he smirked, watching the capsules open slowly and the fog cover the room. Moans were able to be heard as the Spider-Man clones dropped to the ground on their feet, ready to fo their bidding
> The Clone Saga, Part I
> --------------------------------------------------------------------------

The sound of the portal opening got the ponies attention. When they saw the rift, instead of seeing their friends, they all witnessed Walker Sloan falling out of the portal. "You!" hissed Rainbow Dash, pointing at the scientist, "Where are our friends?!"

Sloan dusted himself off, "Dead, most likely. Where is Doctor Octopus?" he asked himself.

"Gone. She ran off like a coward." Applejack responded, ready to attack Sloan.

"Very well. I do not have time to quarrel with you. I will track her down myself." he said, pressing a few buttons on his device and he vanished before any of them could reach him.

"Damn it." groaned Black Cat.

"W-Was he lying?" wondered Fluttershy, "Are Peter, Twilight, Miguel and Sunset... Dead?" she gulped.

"Very unlikely. Nothing could keep Parker and Twilight down. And I very much doubt those two would let anything happen to O'Hara and Sunset while they were there." Trixie assured the nervous pegasus, a hopeful smile on her face.

Rarity nodded, "She's right. It would take a lot to stop them for good. They should be back soon."

As if on cue, the portal opened again, revealing Spider-Mane, Twilight, Sunset, Spider-Mane 2099 and two new ponies that the group haven't seen before. The two landed, the new unicorn looking at the unfit red and black costume. "So... Why the hell am I a horse?" he asked, pulling the enlarged costume off his head. His appearance shocked the ponies, given his physical similaries to Peter.

"Um..." said Spike. "You look like... Peter..." he said. "Who are you?"

The unicorn sighed, 'A talking dragon. Great.' he cleared his throat. "I'm Kaine. You all must be Peter's friends..." he rubbed the back of his head, "Uh... It's a pleasure, I guess."

"Nice to meet you, Kaine." Rarity greeted. "My name is-"

Kaine cut her off, "I know who you all are: Rainbow Dash, Applejack, Pinkie Pie, Rarity, Fluttershy, Spike, Trixie, and Felicia Hardy." his response earned a gasp from the others. "The reason for that and why I look like Peter is because... I'm a clone."

"A clone!?" they all blurted out in shock at the same time.

The clone nodded, "Yeah. My creator, Professor Warren made me sometime after Peter left Earth. I was made to be a killer, but I changed my ways for good. I'm here to stop him and Sloan like the rest of you are." he eased the ponies' worries with that statement.

"And what about you, handsome? You look kind of familiar," Black Cat noted, observing the earth pony in front of her. "You're not from around here are ya?"

"Felicia Hardy? The Black Cat? This is where you wound up? Huh, could'a sworn Kingpin got to you or something." the pony questioned thr burglar.

Felicie raised a brow at his queries, "Uh, do we know each other? Because I don't recall seeing a man like you back on Earth." she said, putting a hoof unde her chin.

The stallion sighed, "You're not going to believe me, but I am familiar. I am Eddie Brock and I am no longer Venom, but," a white substance began to morph around him, forcing Spike and the others to take cover while Trixie and Felicia stood in front, "I have become the cure to all crime and sins, Anti-Venom. I am not the sinister man you once knew."

"He's not lying, Felicia. You can trust him. He's on the side of the angels. Probably literally at this point." Peter assured the cat burglar.

Black Cat sighed, "Fine. If the Spider can trust you, I see no reason not to do the same. But if you do anything that will hurt any of us, and I'll take your symbiote."

"Thank you..." hissed Anti-Venom. "I will not to harm any of you as long as I'm in control."

"Well, ah'm all fine with this reunion, but Sloan got away and went to find that Octopus lady." Applejack cut them off, explaining what happened while they were gone. "

"He did? Ah shock, that's just perfect..." Miguel groaned. 'Jam it. Now we'll have to chase after him. He left the lab for a reason back when were fighting Anti-Venom, but for what purpose?'

Anti-Venom turned away, "I will find him. Once I do, I shall bring him back to this rift. He'll pay for using me as his puppet." he grunted, shooting a tendril at a tree, it wrapping around a branch as he tried to replicate web-swinging, and swinging away as much as he could. "I'm coming after ya, Sloan! Be ready to face me!"

"Okay..." muttered Spike. The heroes looked up to see that the sky had become orange, meaning that Luna was about to raise the moon. "It's actually getting late out. Wow, that took a lot longer than I thought." he said.

"Yeah. We should probably wait for Anti-Venom to come back before we return to Ponyville." Sunset said, the ponies nodding in agreement. "What happened while we were gone?"

Rainbow Dash decided to speak up, "Oh, y'know. Doc Ock sent a bunch of killer robots after us, then I totally kicked their metallic flanks no problem and she ran away in fear, so just the usual." she boasted.

"No... What happened was that we fought off her robot army together as a team." Rarity corrected, giving the cyan pegasus a scowl.

"She and Sloan have to be meeting up soon to discuss whatever happened on your end as well as ours." Trixie said. "And that can't be good. What happened on your end?"

"We ended up in 2099. Sloan had Anti-Venom fight us... Peter almost died, but with Kaine's help we managed to bring him back, and made allies of him and Brock." Twilight tried to abridge the events that occurred while on Earth, mostly to keep her frinds from being worried.

Rarity looked down at Kaine's costume, "Is this yours, Kaine?" she held it up with her magic. Observing how different it was compared to Peter and Miguel's.

"That? Yeah, it is..." replied the clone. "It was given to me when Warren created me to be his slave."

Peter looked at his doppelganger, "Y'know, we need to give you a superhero name... I was thinking either the Scarlet Spider, or the First Spider. Since that's what you called yourself."

"I don't need a superhero name, kid." Kaine mumbled.

Pinkie chimed in to the conversation, "Ooh! Can we call you the First Spider while you're wearing your costume?" she asked, bouncing in front of the clone.

"Wha- why?" Kaine questioned.

Butting into the topic, Miguel decided to talk, "I'm not one for the names, either, but eventually they're just gonna stick. No use revealing your real name for everyone to see." he advised the clone, who exhaled a quiet sigh. "Just take it from me. If you head back to Earth to live a new life, you're gonna need a different name for your crime fighting identity to make things easier."

"Fine. First Spider it is." Kaine relunctantly agreed.

"Yay!" cheered the pink pony. "Welcome to the family, Kaine!" she higged him.

'Who knew that these ponies were so welcoming to me? Heh, if only they knew the truth. I'm sure it'd be different than Parker and O'Hara's reactions.' thought the clone, who gave her a smile, surprised to feel welcomed as fast as it was.

"I-It's nice to meet you..." studdered Fluttershy, pink forming on her cheeks, "Y-You look..." she trailed off, 'Oh. Why must he look like Peter...?' she asked herself in her mind, ignoring the thoughts she abandoned long ago.

"Thanks, Fluttershy." relied Kaine, 'I heard only the first part of what she said... She's really quiet.'

Meanwhile, Peter held his head again, 'Of course. The second I get back to Equestria, my Spider-Sense starts going nuts! Wait... I think I know where it's coming from now! Is that what's been causing these migranes for the past few days?'

"Guys." Peter began, putting on his mask, "I don't think we're alone."

"W-What makes you say that, Peter?" Fluttershy gulped.

"Yeah, dude. What is it?" Spike wondered.

Spider-Mane screamed, "First Spider! Behind you!" he warned his clone hero.

Kaine looked at Peter, feeling his own Spider-Sense go off, he hopped from his spot, barely missing getting hit by a large spider leg that came out from the shadows. A large hand held the side of the tree as it revealed itself. The monster wore a blue hoodie with a spider-emblem covering the chest. It roared at the heroes.

"Tarantula!?" Miguel shouted.

"That's Tarantula?!" Sunset asked in disbelief, "Where has he been this whole time?"

Spider-Mane spoke, "He's what's been causing my Spider-Sense to go off this whole time! He was hiding from us, moving with us... But how did it know where we were at!?"

"It's also a clone." revealed the First Spider.

"Wait... That's a clone of Parker?" Rainbow Dash gulped.

Kaine grunted at the sight, "Sort of. He used to be like me, but Warren enhanced him, turning him into that! It was from that moment where I doubted my loyalty to my creator! It must've used your Spider-Sense as a tracker, his enhanced senses helping him do the work. It's crazy, I know!" he shouted, explaining how Tarantula could have remained hidden all this time. "But that's how Warren explained it to me back when he was created."

"Well, I'm not one for these kinds of reunions." Spider-Mane 2099 crouched down, "He and I are not on friendly terms, that's for sure. He kicked my shocking ass last time we fought. But I was unprepared, this time, all of us can take him down. But... How the shock are we going to cure this son of a glitch?"

Spider-Mane and Twilight had an idea, "We have to hold him off until Brock comes back!" explained the wall-crawler.

"Yeah! The Anti-Venom symbiote could revert him to normal like how he cured Peter's powers!" Twilight added.

"He can do that?" Spike asked.

Trixie shook her head, "That's... Insane. You lost your powers, Parker?" she wondered.

"Yeah, but I'm all good. The regeneration tube brought them back." he assured the others. He turned back to Tarantula, "So. You're technically Kaine's brother. Making the two of you my brothers as well, very odd family reunion if I do say so myself. Granted, it's always nice to have some bros to hang with."

"Do you just make lame jokes all the time? Ugh, can't believe we have the same DNA." grunted Kaine.

"Hey! My fans expect a certain amount of quippage out of me, thank you very much."

"Holy shock, you two are brothers!" Miguel sighed in annoyance, unfurling his wings and taking to the skies to lay the first blow on Tarantula with his forehooves, the monster roared in pain. "Just as annoying as the other."

Kaine shot a strand of webbing, "Don't compare me to this clown." he jested, the web aimed for Tarantula. The monster roared as it ripped the webbing off. "I'm trying to be rational."

"Ouch, bro." Peter said, pretending to be offended. "But I think you only made it angrier." he added, looking at the spider creature, who remaned silent.

Tarantula hissed, charging after heroes. The countdown begins to save the clone, but Anti-Venom was too far. Leaving the heroes to fend against the monster.

"Any ideas, bro?" Kaine asked sarcastically.
> The Clone Saga, Part II
> --------------------------------------------------------------------------

Tarantula slashed its claws in the air, aiming for the three Spiders that were attacking him. Its back spider-legs were raised and aimed themselves at Peter, who grabbed the strange protrusion with his hooves. "Ugh... This is possibly the weirdest thing I've ever touched." he gagged aloud.

"We can worry about that later, Parker." Miguel reminded him.

Peter lifted the leg away from him, "Right. Can any of you track down Anti-Venom and tell him to hurry up?" he asked, focusing on Tarantula.

"Ya got it, Pete! C'mon, Fluttershy!" Rainbow Dash answered.

"Oh, um, okay." the yellow pegasus agreed, running with her friend to find the missing symbiote.

Twilight hovered in the air, shooting a lavender beam from her horn. The monster swiped it away, but still felt a burning sensation on its arm nontheless. "How powerful is this thing?" she asked Kaine, knowing he had the most knowledge on the creature.

"I'm not too sure." replied the First Spider. "How do I shoot webbing in this body?"

"You got organic webbing too? Flick your hooves. It works for O'Hara." Peter explained. Kaine nodded, hitting Tarantula with a web-ball once he did what the hero told him.

"Nice." he said, seeing Tarantula flinch upon feeling the gossamer hit his body. He flipped upward, driving his hooves downward, the creature feeling the attack on its back. Kaine flipped off Tarantula's body, landing on the ground on one knee. "That should leave him for easy pickings."

Sunset tried to hold down the monster with her magic, allowing Applejack and Pinkie to get a hit in with a hard buck. Rarity used her magic to throw various branches and loose robot parts at it, the monster struggling in the magic aura in the meanwhile. The unicorn saw Trixie add her magic, keeping it still for longer.

Spike and Black Cat hopped up, using their claws ro slash at Tarantula, who roared in pain. It screamed as the two made their way away from the monster. Somehow, it escaped the unicorns' hold they on it. Now Tarantula was angered.

"Alright, Man-Spider. Learn how to play nice!" Spider-Mane ordered, punching its fangs with an uppercut. Tarantula staggered backwards, feeling the force of the punch.

"Oh, that'll definitely work. Scold it some more." Kaine responded sarcastically.

Spider-Mane 2099 flew, pulling himself forward with an Accelerated Decoy, attacking Tarantula. "Well, I don't see you coming up with any shocking plans, Kaine." he grunted, flying away from the mutated clone before it could attack.

"We can't bring him back without Anti-Venom, dumbass." Kaine muttered aloud.

"Hey! That's not nice!" Pinkie scolded the clone. "Say you're sorry, now!"

The First Spider sighed, "Fine. I'm sorry. If it'll shut you all up." he said through gritted teeth, "I'm just exhausted." he lied, rubbing his aching head with his hooves.

"You have a serious attitude problem, Kaine. I kinda like it." Felicia teased.

"I don't need your approval, Cat." mumbled Kaine.

Spider-Mane and Twilight hovered around Tarantula, the webslinger swinging around the monster. Tarantula slashed about, cutting Peter's web and making him collide with a tree. With a thud, he slide down the bark. "Anyone get the number of that Groot?" he asked, seeing stars circle around him, pointing at the tree behind him.

"What the shock is Groot?" Spider-Mane 2099 asked, taking another shot at the monster.

Trixie warped away, appearing behind the monster and hitting it with a concussive blast from her horn. Tarantula turned around, too distracted to notice Sunset hit him with her own shot, and Spike hopping on its back to slash his claws on it. The creature tried to grab the dragon with its spider-legs, but Rarity used her magic to carry him away, "Nopony will hurt, Spikey-Wikey." she threatened.

Roaring, Tarantula charged after the group. Miguel used his Accelerated Vision to slow down everything around him and give him an advantage. 'I haven't shocking used this ability since I found the tablet fragments. I don't have much time to waste. Gotta take down this glitch before he can harm anyone else.' he trotted forward, leaving a decoy for the monster to see.

Spider-Mane 2099 leaped up, slicing the creature's face with his hoof talons. He could see the monster recoil to his attack. Eventually, time began to flow normally for him as he decided to turn off the vision. The ponies looked in wonder as they as Miguel already attacking before any of them could react. "Stay the shock down, jam it!"

"Nice job, dude." Peter complimented.

Miguel landed, seeing Tarantula stumble backwards. "Yeah, that's still bizarre."

"We need freaking Anti-Venom to cure him already!" Kaine shouted in annoyance.





Sloan reappeared at the other end of the forest, hearing a roar. "It seems Tarantula has made it and encountered the heroes finally." he noticed, looking around.

A light tentacle popped out in the dark of the night, "Seems you finally returned. Did Anti-Venom prove a success?" asked Doc Ock 2099 revealing herself.

"Yes and no. He was a viable distraction, but the Spider-Men and their friends brought him back and got Professor Warren's first clone to join them. Something I'm sure he won't be too pleased about." Sloan explained. "We are running out of options at this point."

"Do we have the energy necessary to initiate phase two?" Serena questioned.

Walker shook his head, "Not yet. While I was back in 2099, I noticed that the energy we have collected is not enough to create a stable portal back in time. The rifts to this world is all we have for now. The only other rift we have is the one Warren investigated. And he still hasn't come back from there yet."

"He must be planning something there." Patel suggested.

Putting a hoof on his chin, Sloan nodded, "Most likely. For now, we must lay low and away from the heroes' line of sight until Warren comes back to us with an update."

"Where will we go?" Doctor Octopus 2099 wondered. "The ponies dwindled my robot army while you were gone."

"Wherever. Close to our objective, but far from Spider-Man. The town will probably recognize us if we were to step in there. So, we must hide out in a smaller town away from the chaos that has ensued here."

"Did somepony say chaos?"

A strange voice got the attention of the villains. An astral projection of a chimera appeared in front of Sloan and Patel. "I'm all about that, you know." he bragged. He snapped his fingers, warping behind Sloan, who raised a brow in confusion.

"Who are you?"

The chimera laughed, "Who am I? Well, I'm the Master of Chaos himself, Discord. I've been watching you, Sloan. You reopened the rift back to Earth on your own. I gotta say, I'm impressed."

Serena's jaw was agape at the mere sight of the projection, "You're a chimera."

"Oh my, the genius has it all wrong. I am in fact a draconequss. I've been interested in your plan for while now. And I have a proposition for you." Discord simply offered the geniuses.

"Speak your terms."

Discord clapped his hands together, "I've been itching for more chaos in this world. I can give you a place to hide out while Warren takes his chances against the heroes. In exchange, with the chronal energy and his creations combined with a small bit of my power, I can create a little more... Necessary destruction. I want any excess energy to use for a later purpose."

"That's it?" Patel questioned.

The Spirit of Chaos sighed, snapping his fingers, a scroll appearing in front of them. "Yes. Read the fine print, Lady Octopus." he offered to the two. Sloan and Serena glanced over the writing, seeing that his offer was in fact legit. The mastermind exhaled, seeing as he truly has no other option at the moment.

"Very well."

Discord chuckled, "Oh, the lot of us are going to have so much fun!" he said, snapping his fingers again. The two vanished from their spots, the projection fading after he did his job.





"Where the hell is he?!" Anti-Venom hissed. He continued running through the forest with no end in sight. The symbiote turned his head, unable to see anything in the dark of the night. 'He can't have gotten far at this point.'

"Yo, Brock!"

The symbiote turned around, seeing Rainbow Dash and Fluttershy coming right behind him. "Why are you here? I said I'll handle searching for them!"

"Well, ya gotta get back! Tarantula's back there fighting our friends! We need you to cure him or whatever it is you do!" Rainbow Dash told the host.

"Please..." Fluttershy squeaked. "They were having trouble when we left them. Sloan warped away... We have no idea where in Equestria he could have ended up. We promise we'll help you find him."

Anti-Venom looked back, before turning to face the pegasi. "Fine." he grunted, making his way back to the area near the rift. "Let's make this quick."





Spider-Mane and Black Cat hopped away when Tarantula dug its spider-leg into the ground, "Just like old times, huh Spider?" Black Cat asked the hero.

"Kind of. Y'know, when you're not busy playing cat and mouse with me." Peter responded, seeing Tarantula lift the leg up, it once again raised above its back.

Twilight used her magic to shoot Tarantula's leg, burning it slightly while it was raised. The momster roared, slashing its claws at Twilight. Before it could have a chance to hit her, something jumped in front of her. She saw that Kaine had taken the blow. "Agh!" he grunted, feeling the scratches on his chest.

"Sweet Celestia!" Twilight ran to the clone. "Are you all right, Kaine?" she asked worriedly.

The First Spider held his hoof at the cuts, seeing small drops of blood on it. "I'll be fine. I suffered worse." he comforted the worried alicorn. "Let's get back to stalling my brother."

Spider-Mane 2099 nodded, he unfurled his wings once more, hovering above the others. He saw Sunset and Trixie combine their magic once more while Applejack, and Pinkie bucked the monster in its leg, making it scream in pain.

Spike breathed fire at Tarantula, burning him more. Spider-Mane spoke, "It's over, dude, the heat will make you a barbacued spider for dinner." he said.

"Ugh. How long does it take for you to make a lame joke." Kaine groaned loudly.

Peter shrugged, punching Tarantula in the chest, his hoodie not providing protection obviously. "My fist meets your fangs." he said.

"Would you shut the shock up, Parker?" Spider-Mane 2099 exhaled in annoyance.

Before anypony else could response, something grabbed Tarantula. They all turned around and saw Anti-Venom had grabbed Tarantula. The tentacles he had began to shrink the monster, leaving a stallion lying on the ground with a blue hoodie lying over his head.

"You're welcome, everypony." Rainbow Dash said, her and Fluttershy appearing behind him.

"Woah. He also looks like me." Peter noticed. "How many stinking clones are there?"

"Only us two." Kaine assured.

Twilight lifted him up, an aura surrounding his body, "We should head back to Ponyville. We'll worry about this situation when he wakes up. I'm sure everypony is tired by now."

"Yeah." agreed Peter. "You staying with us, Brock?"

Anti-Venom nodded, the symbiote retracting. Eddie spoke, "For now. Until we find Sloan."

"Good." said Sunset. "Let's catch the final train home before its too late."
> The Clone Saga, Part III
> --------------------------------------------------------------------------

Snapping himself awake, the clone that was once Tarantula sat up. He felt his sides, noticing that he was on a bed. 'How did I get here?' he looked at his limbs and saw hooves, 'Hm. I guess I made it to the other world Warren spoke of.' he turned his head, 'He's nowhere in sight. Good. The less I need to see of him the better.' he hopped of the bed and started to trot out the room.

"Hello?" he called out.

Twilight turned her head at the sound, "Oh. I see you're awake." she said, walking next to the clone. "I'm sorry, but I have to get used to you both looking like Peter." she apologized, getting a closer look at the clone, who looked like her husband in every way except for the cutie mark, or lack thereof. "Oh, how can I be rude? I'm Twilight Sparkle." she introduced herself.

"Nice to meet you Twilight. But you mentioned Peter. As in Peter Parker?" the clone asked.

"That's right." said a voice nearby. He turned around and saw Peter and Kaine standing next to each other. "Surprised you woke up so soon." said Kaine.

"Wait... You're the other clone. Kaine, was it?"

The First Spider nodded, "That's right. I remember Warren giving you a name before you were forcibly changed into Tarantula. I can't for the life of me remember what the hell it was, though..." he trailed off, trying to recall what his creator had told him.

"Ben."

Peter raised a brow, "Hold on... Ben?"

The clone, now revealed to be Ben, sighed, "Yes. Professor Warren believed that a name similar to your uncle would throw your mind into a loop. So that's what he called me: Ben Reilly." he explained to the best of his ability.

Shaking his head, Peter groaned, "All these clones and time-travelling and Spider-Men. This is starting to sound like a bad comic book plot!"

"It gets worse." responded Ben.

Twilight stood next to Ben, "What do you mean?"

Ben elaborated, "When I was Tarantula... I overheard him and Sloan mention something about a rift in this dimension. A rift that he was sent to investigate. But I'm not sure of its whereabouts right now, but we should stay alert, just in case he does something to catch us off guard." he added.

"Hm. I'll get the notes and see if Trixie, Sunset and I can find its location for you." Twilight said.

"Thank you." replied Ben.

Peter leaned on the wall, his hooves crossed, "So, Ben. Pleasure to meet you, I'm Peter Parker." he introduced, sticking a hoof out. Ben grabbed it with his own and shook it. "Nice to have another Spider join the battle against Sloan. So, this Professor Warren... Can you two explain why he went nuts?"

"Sorry, kid. But he hasn't told us much of his uprising." Kaine revealed, much to Peter's disappointment.

Ben looked around, "So, this is where you ended up? I like it. Seems peaceful."

"Yeah. It's a shame you two were forced to come here while all of this hero business is happening." Peter apologized.

"It's fine." Ben replied with a wave of his hoof. "We're just glad to be away from the Professor's lab. Is there anyone else in the house right now?" he wondered.

"Well, it's me, Kaine, Twilight, Spike, Trixie, and my daughter, who should still be sleeping right now." Peter explained.

Ben's eyes widened. "Y-You have a daughter?" a smile formed on his face, "Hm. Glad to see that the man I was based off got to live the life he always wanted."

"That's why Miguel wanted you on our side. To help you get the life separate from my own." Peter added, "I just wanna help you both do that after we get this whole Sloan mess cleaned up."

Ben raised a brow, "Well, thank you for that, Peter. But you mentioned Miguel. As in Miguel O'Hara? Kaine and I share some memories of you, but everything diverged after you stopped the Goblin."

"Yeah, I know. Kaine already explained. He should be back right about-"

"PARKER!"

The three cringed at the sound of the door slamming open and the scream, "-Now."

Miguel stepped into the Treebrary, appearing to be covered in drool. "That shocking bear." he shuddered, pointing at Peter, who gagged at the saliva trail now dripping down his chest, "Next time... You go check on Ursa... I've been licked like fifty shocking times today alone!" he groaned, shaking the saliva off his body.

"Get the hell away from me when you do that." Kaine stepped away, avoiding the mess.

Ben gagged, "Ugh. Seriously? I just woke up!"

Miguel felt himself, seeing that he was for the most part dry. "That's much better, jam that saliva." he faced Ben, "So, you also look like Parker? Son of a glitch! How many shocking clones are there of you?"

Ben and Kaine shrugged, "Just the two of us." replied Ben, "My name is Ben Reilly. Thank you for helping me and my brother."

"Brother?"

"That's right, O'Hara." said Peter, wrapping his hooves around the two clones, Kaine trying to shove him away. "We're the three amigos! You can join in if you want." he offered, "We can form our very own barbershop quartet!" he and Ben chuckled, while the First Spider rolled his eyes at the joke.

"Shock no, Parker."

Kaine agreed, "Yeah, last thing I need is to be caught singing next to you guys."

"Ah, lighten up, Kaine." Peter said. "We gotta have some levity during all this."

"He's right you know." Ben noted.

A female voice called out, "Well you can leave me out of this ordeal." she said.

"Morning, Trixie." Peter greeted, "Meet Ben Reilly. The other clone."

Ben smiled, "So you're Trixie? Pleasure to meet you."

The unicorn smirked, "I'm sure it is. I'm not sure how Twilight can handle having so many Spiders in the same household at once. I can tell you're already having too much fun."

"Well, I've been surrounded by estrogen for the past few years. It's about time we got some testosterone in this place!" he grunted, pretending to flex his muscles, earning a slap to the horn from Trixie, "Ow!" he rubbed the sore spot, "Why must you always do that..." he whined, looking at Trixie and Kaine chuckle.

"Because we love you." replied the unicorn. "So, Ben. How does it feel to be back to your old self?"

"Great!" cheered the second clone, "Now we can get back to stopping Sloan and Warren."

"Ah yes. The Professor who created you. Parker mentioned that he used to be his college professor. Why is it that your mentors and figures always end up being nuts?" she asked Peter.

"I'm not too sure. First was Norman, then Curt, now Warren. Good news is that I don't have to worry about you turning..." the words died in his mouth, a horrid vision creeping back into his head as he clenched his cranium. "Eh. Never mind." he said, pretending to feel indifferent.

"Er. Right. Anyway, I must attend to Twilight. You four better not destroy the house." Trixie said, trotting away from the group of Spiders.

Miguel nudged Peter, "What the shock happened, Parker?"

"Nothing." the hero changed the subject, "By the way, Ben. Rarity offered to give that hoodie of yours a makeover. I offered to help, but she insisted that you two must have the perfect costumes for when we face Warren and Sloan. But there is something the three of you can do to help me in the meantime."

"What is it?" asked Ben.

"Watch the Cutie Mark Crusaders later on."

"Uh, who the shock are they?" Miguel asked.

"Apple Bloom, Applejack's little sister, Sweetie Belle, Rarity's little sister, and Scootaloo, Rainbow Dash's surrogate little sister." Peter explained to the three.

"So... You want us to babysit?" Kaine corrected the hero.

"Maybe?"

"Well, I guess I'm in." Ben said, "It'll give us something to do until Twilight is ready."

"Ugh. What the shock? At least we're not handling this alone." Miguel grunted.

Peter smiled, "Come on, Kaine! This could be a bro bonding experience!" he said.

Kaine rolled his eyes, "You owe me bigtime for this, Parker."

Before they could say anything else, a yawn got the attention of the four Spiders. They looked behind them and spotted Mayday walking out of her room. "Good morning Daddy, Uncle Miguel..." she paused at the sight of the two clones, "And my daddies?"

"Oh right. You were half-asleep when we picked you up." Peter rubbed his head. "Sorry about that. Mayday, meet my, uh, brothers. Your Uncle Kaine and Uncle Ben..." he introduced, 'Uncle Ben... Heh, now I see why Warren called him Ben. That's gonna take some getting used to hearing.'

"Really?" she wrapped her hooves around the two clones, "I never heard of them!"

"That's because your Uncle Miguel found them while we were out in the other world." Peter explained.

"That's so cool! What are you doing now?" Mayday asked in excitement.

"Oh, um... We were going to meet the CMC. You want to come with us, sweetie?" Peter offered.

"Yes!" she cheered, flying in her spot.

Peter and Ben smiled, "We'll be heading out soon." said Ben.





"Welcome to our humble abode! The pits of Tartarus!"

"Tartarus? As in the mythical hell?" Sloan asked.

Discord groaned, "No, as in the five-star restaurant. Yes, that place!" he replied sarcastically.

Fascinating. Are you the only one residing in here?" Serena wondered, looking around, seeing nothing but darkness outside of the area they were in.

"Not quite." said a figure wearing a hood, his voice seemingly gruff.

Sloan raised a brow. "Who are you?"

"I am Tirek. I was banished here a long time ago by my brother and the princesses. I'm awaiting Discord's plan to finally get my revenge on Celestia and Luna as well as Equestria." he clenched his fist.

"More visitors?" said a female orange pony with a bushy mane of the same color.

"Ooh! They look friendly." the blue mare said.

"Eh." the purple mare shrugged.

"Allow us to introduce ourselves. My name is Adagio Dazzle." the orange mare said.

"I'm Sonata Dusk!" the blue pony cheered.

"I'm Aria Blaze." the purple one rolled her eyes. "Why are you two here?" she asked.

Sloan answered, "Refuge. Are you all the only ones here?"

"Nope." a glowing blue pony revealed himself. He wore a black suit and his eyes were as blue as his glowing seemingly burnt fur. He had small lightning bolts glowing on his face.

"And who might you be?"

The blue stallion smirked, "Don't you know? I'm Electro."

"Electro? No one has records of your whereabouts after you were launched into outer space and went missing. Everyone assumed you died." Sloan explained.

"Well, they're wrong." replied Electro.

"Oh boy! More ponies!"

The masterminds faced the next pony. He had an appearance similar to Anti-Venom, but the symbiote was smaller, blood red and his face was that of a psychopath. "Heh heh." he laughed. "Name's Carnage. I'm gonna be the one to paint Equestria red with my victims' blood!"

"Revolting..." muttered Sloan, "But you appeared to be a symbiote. Like Venom and the one Brock is bonded to."

"Aw, so ya know my 'daddy'?" Carnage questioned, "Well, he better watch out if I show up!"

"Hopefully that time is soon."

The two looked at the green pegasus wearing a purple tunic. Sloan and Patel's eyes went wide at the sight. "Surprised to see me?" he asked, his voice sounding deep.

"Norman Osborn. The Green Goblin. Everyone on Earth thought you had died by Twilight Sparkle and Spider-Man's hands." Sloan elaborated his surprise.

Norman frowned, "Oh, I'll pay them back for that when we get put of this hellhole!" he faced Patel, "And it seems you took a few pages out of Otto Octavius's notebook. Better hope to not piss me off!" he said, earning a gulp from the future octopus.

"Y-Yes..."

Discord laughed, "Meet my aquaintences. The Sinister Six! Once the time comes, we'll be creating chaos all across Equestria! But I'm having too much fun watching you both run around and fight the Spider-Men!" he said.

"What do you want with us?" asked Doc Ock 2099. "What do you have planned?"

The draconequss spoke, "You see, because of you two, the rifts between your Earth and Equestria has gotten weaker. Ever since then, I learned of worlds beyond ours. I've been in contact with a certain Trickster God as well as a bald man genius from another world of heroes, a genius not unlike you Sloan."

"What does that have to do with us?" Sloan asked.

Sighing, Discord snapped his fingers, "So impatient... I learned that Warren has something that I can manipulate. I can enhance its abilities to wreak a little more chaos in the heroes' journey and perhaps break apart the barrier between the worlds more."

"Very well." agreed Walker. "Who is this genius you spoke you?"

"To give you a hint. He's from your Earth's 'Direct Counterpart' as I put it." he hinted. "But I'm saving this for when this time travel ordeal is swept under the rug. Then after that, my Sinister Six can initiate our little game for Spider-Man."

"Once you find Warren's little creation. You may do as you please. As long as our Spider-Man is out of the picture." Doc Ock and Sloan agreed together.
> The Clone Saga, Part IV
> --------------------------------------------------------------------------

"This was a mistake." huffed Kaine, walking along the dirt path. "What does this have to do with finding your cutie mark, or whatever it's called?" he questioned. The group had decided to go hiking for whatever reason, much to the First Spider's chagrin.

Peter shrugged, "I dunno. It'll be a fun break from the mayhem that we've endured." he said. He held Mayday on his back, the filly peeking over his head.

"It has everything to do with it, Kaine!" Scootaloo answered, the orange pegasus, nudging him gently, "We can get out cutie marks as adventurers!"

"We did that three times already. Before Peter came here." Applebloom corrected. "Hasn't worked then, and I doubt it'll be the case now."

Ben looked down and saw Sweetie Belle, giving him a half-lidded stare and a smile, "Uh... You alright, kid?" he asked with some concern in his tone.

"Oh, uh, yeah!" studdered the young unicorn, pink forming on her cheeks. Ben heard Peter chuckle, as if he knew why she was giving Ben that strange look.

'I guess some things never change. Especially her crush.' thought Peter. 'Man, we really should think about giving those two different looks once all this is done. It will definitely save us a headache.' he grabbed a tree branch and tossed it aside. "Careful up there, Mayday. We're gonna climb a log."

May nodded, "Okay, daddy!" she said. The two hopped over a small log, the others following him.

"So, Parker. Where the shock are we going?" Miguel asked his predecessor.

Peter shrugged again, "As far as we can, O'Hara. Think of this as a field trip for the kids. I told you it won't take very long."

"Uncle Miguel? What does shock mean?" Mayday asked.

Miguel's eyes went wide before he cleared his throat. "It's uh... Something I say out of habit. Don't repeat it. That's all you need to know, kid." he assured. Peter held in a few giggles at his poor excuse of an explanation, knowing full well of his swears.

Kaine crossed his forehooves, leaning on the log. "Heh. Quick thinking there, O'Hara. Better learn to watch your language."

Ben frowned, "Says the one that said every swear known to man on the way to pick up the girls. Poor Peter had to cover his daughters ears while you went on." he teased, earning a glare from his clone brother.

"Ya two are definitely brothers..." Applebloom chuckled at the clones' bickering.

"Yeah!" agreed Scootaloo. "Think of the children, Kaine!"

Kaine rolled his eyes at the pegasus's comment, "I regret everything."

"Don't be like that." Sweetie Belle pleaded, "You can have fun too!" she cheered.

Ben smiled, "See, bro? The three of them even want you to lighten up for a bit."

"You agreed to it, Kaine. Heck, I even gave you a choice." Peter teased, Mayday still on his back.

Miguel kicked away a stone with his hoof, watching it bounce off a tree into a lake at the other side of the field they were in, where it bounced perfectly across the water, "Woah! That was so cool! How'd you do that?" asked Scootaloo, impressed by O'Hara's strength.

"I... Kicked a rock, Scootaloo. There wasn't much else to it." explained O'Hara awkwardly.

"He's right, Scoots. Mah sister knocks an entire tree's worth of apples with one good buck." Applebloom added.

Scootaloo scoffed, "I know, but it's still pretty cool to see. I kind of wish I brought my scooter with me so I can show you my tricks."

"Does everypony here have a destined name or something?" Kaine asked aloud, hearing about Scootaloo's scooter.

Ben laughed, "It seems that way. Granted, your secret identity is the First Spider. Fitting. And in a way, we're all Spider-Men, quite an original name if I say so myself." he added to the conversation.

"What's your superhero name, Ben?" wondered Sweetie Belle.

Peter decided to speak up, "I gave Kaine the title of the First Spider. I was also thinking of the Scarlet Spider, because of the experiment that made you." he revealed.

"Scarlet Spider, huh?" Ben nodded to himself, "I like it. Sounds catchy."

"So, now it's Spider-Mane, Spider-Mane 2099, the First Spider, and the Scarlet Spider? There's plenty of Spider-Men in Equestria right now." Scootaloo realized.

Peter smiled, "Yeah. And these are just the Spider-Men from my world. It'll be even crazier if the Spiders from other dimensions showed up here. Like 1930's me, younger me, or Spider-Ham. Heh, leaves me to wonder if there's a female Spider out there with how crazy the multiverse seems to be."

"A Spider-Mare? That sounds... Odd." Applebloom commented. "But also nice."

"Spider-Mare?" Miguel repeated, "And I thought Spider-Mane was a corny name."

Peter glared at his successor playfully, "Corny? You're from a timeline where shock, glitch and jam are swears and not just normal everyday words."

"Jam it you're right!"

"Language!" scolded Ben and Peter.

O'Hara scowled at the second clone, "Who the shock let you in on the conversation?" he asked Ben.

"I dunno. Call it a clone's intuition." Ben smirked.

"Alright, Spider-Mane. I guess it's a draw." Kaine huffed with a smirk.

"He's got you there, Peter." admitted Applebloom. "At least we know you'll never get your or our cutie marks in making witty comebacks."

Peter frowned, "Well I'm glad that's the case." he said, turning his head to see Mayday hop off his body. "Stay close to me and the others, Mayday." he ordered his daughter, who nodded. They stood at a cliff, seeing the beautiful forest at the area below them.

"Pretty nice place here." admitted Ben. "It's so... Calm."

Kaine agreed, "Yeah. It's a shame we were stuck in Alchemax and Warren's lab for most of our time."

"That's why I wanted you two to come along. To see what the world has to offer you two." Peter explained, "This is Whitetail Woods. I usually come here whenever I or Twilight need some time alone."

Scootaloo and Applebloom gagged, "Please don't get into specifics, Peter." pleaded the yellow filly.

"I think it sounds nice." Sweetie Belle admitted.

"Of course you would." teased Scootaloo.

Mayday nudged her father, "Daddy, can we go down there?" she asked him.

"Not today, May. Maybe some other time. I just wanted to take you all on a brief trip. That, and I'm kind of hungry." Peter answered with a sheepish smile.

"Of shocking course. You forgot to pack the jam snacks didn't you." Miguel muttered under his breath.

"Well, that's because you and Kaine kept rushing me!" Peter replied. "If you hadn't, I probably would have remembered to bring the hay fries and the juice! And I didn't have jam to pack thanks for wondering!" he added with a small chuckle.

Kaine smiled, "Let's just get back. I'm enjoying the view, but I wanna see if the girls found that last rift." his stomach began to rumble as well after saying that.

"Well, seems somepony else is hungry." Sweetie Belle said.

"I think we could all use a meal." Ben told them. "How about we head to the nearest cafe back in Ponyville to grab a bite?" he offered, he moved next to Peter. "Hey, dude. It's your treat, I don't have any money on me now."

Peter sighed, "Something tells me that you and Kaine are going to be the freeloading type of brothers." he mumbled, "Fine. I'll pay just this once. After we stop Sloan, I'll see if I can get you three some type of temporary job while you're still here."
> The Clone Saga, Part V
> --------------------------------------------------------------------------

After a nice small meal, the clones were told to head to the Carasoul Boutique to check on their costumes as well as drop Sweetie Belle off. Peter and Miguel of course would return to the Treebrary after they take Scootaloo and Applebloom home to check up on them.

"How was the trip, you two?" asked Rarity, looking out the window to see that the moon had risen sometime ago.

Ben shrugged, "It was fun. Got to see places that I wouldn't if I were still Tarantula."

"Alright, I suppose. Better than fighting Warren or Sloan's goons." Kaine admitted.

Rarity smiled, "Good to hear. Sweetie Belle seems to have enjoyed it, even if the journey was brief. While you were gone, I adjusted your costumes to fit your new physiques." she lifted up the new suits with a blue aura.

She laid the black and red suit on the table, and then gently dropped the red suit and blue hoodie next to it. "It didn't take a whole lot to do, honestly. Also, I managed to create a mask and costume for you, Ben, in no time at all." she explained, revealing the scarlet red costume to the second clone.

"Thank you." Ben said, placing the suit on his hooves.

"As for you, Kaine. I merely adjusted the sleeves to fit your new body. I asked Twilight if she could use her costume spell just in case you two need to go back to Earth and need not worry of being... indecent upon arriving there." the unicorn added.

"Good." Kaine mumbled, grabbing the costume.

"Try them on!" Rarity clapped her hooves together.

The clones looked at each other awkwardly, but sighed. Ben put on the red costume before placing the blue hoodie over it, while Kaine tried his new costume and put the mask on, both of their manes were sticking out from the top, and the masks seemed to account for their new unicorn horns.

Kaine bumped his own horn with a hoof, 'Can we even use magic like the other unicorns? I should ask Parker and Twilight about that later on.' he thought.

Ben flipped around in his spot, testing the agility of the costume, "I like it. The Scarlet Spider name really fits with a suit like this." he told the unicorn.

Kaine mirrored his brothers actions, flipping and moving his hooves around. "Huh. Suit works well. You did a pretty good job here, Rarity." he said.

"Ooh, I knew you would like them!" she cheered.

"I appreciate the effort, Rarity. Really." Ben thanked again, removing the mask from his head. "We'll be sure to use these once we go find the lost rift."

Rarity spoke once more, "Oh and one more thing, gents. Do be careful with those. Last thing I need is to attend to three Spider-Men, and Peter really enjoys tearing his own suit apart." she teased.

"I'll do my best." Ben chuckled.

Kaine muttered, "We'll see."

The clones waved to the unicorn as they left the boutique, their new costumes in hoof, "Thanks again, Rarity. We'll give you and the others an update tomorrow." said Ben, his voice getting quieter as the door closed and they got farther.





Ben and Kaine were on their way home, but a noise got their attention. "Hm. Those are some nice suits you got there. Did that fashionista unicorn make them for you?" Felicia hopped down from the rooftop she was standing on to ask the question.

"Yeah. Why do you care?" Kaine questioned.

Black Cat smirked, "Oh, I really don't. I was just curious. It gets boring having to hop the rooftops and wander around in this small town. I just wanted to start a conversation."

"Yo, Cat!"

Rainbow Dash hovered down, getting Felicia's attention, "What are ya doin' here? Wait... Where are you even sleeping at?"

"The pink one offered me a place to crash." Black Cat explained, "Looks much more comfy than the cloud you call a home."

"A cloud home? That actually sounds cool." said Ben. "Mind if I crash with you? I think Peter and Twilight are running out of space for us Spider-Men."

"Only pegasi can stand on clouds, Ben. Though, you can see if Twilight can use that cloud-walking spell or whatever she used to have you get up there somehow. Can you shoot webs?"

Kaine looked at his brother, "Well, mine are organic. Wouldn't yours be the same case?"

"Not quite. I tried it before. Didn't work." Ben elaborated.

"Well then, you can ask the Spider-Genius himself to make you a set of his shooters." Black Cat suggested.

Ben put a hoof on his chin, "I may go do that."

"Heh. Glad to be of use. Tell Parker and his wife that they need to hurry this up. I'm getting impatient just standing around." Felicia told the clone brothers.

"I agree, but we may go sooner rather than later." Kaine said to the Black Cat, "That rift could be anywhere in this dimension. I just wished I had asked Professor Warren before I turned against him then maybe we could've had the upper hand. Or hoof." he moaned. 'General terms in this world are freaking weird.'

"Ya didn't know." Rainbow Dash said, "We can't blame you for that."

The First Spider sighed, "I know... It's just... I have a long way to go before I can move on from my past."

Rainbow Dash frowned, "Well, we can start by kicking Sloan's butt." she said before yawning. "Anyway, I gotta get some shuteye. See ya guys tomorrow." she flew off, her rainbow trail vanishing as she got farther away.

"I'll say the same to you boys, as well." added Black Cat, hopping back onto the roofs. "Tell Parker to hurry the process. I have a scientist to scratch." she told them before seemingly vanishing into the night, most likely to Sugarcube Corner.

"Well, that happened." mumbled Kaine.

Ben nodded, "It doesn't matter. Let's just get to Peter's house before it gets too late."



"Nice to see you, guys. I take it Rarity's suits fit you well?" Twilight asked, before taking a bite out of a hayburger she made. "Sorry you haven't seen me, Trixie or Sunset all day."

Ben waved his hoof, "It's fine Twilight. We know how busy you are with your research. Any progress?"

Twilight wiped her mouth with a napkin, "Yes, actually. We think that rift you and Kaine mentioned should be nearby Canterlot. Celestia and Luna are already prepared for anything to come to their kingdom at any moment."

"Celestia and Luna? What are they, your rulers or something?" Kaine questioned.

"Yes. Celestia raises the sun and Luna raises the moon. They're the Princesses of Equestria." Twilight explained.

"It was a surprise to me, too." Miguel said, stepping into the living room with Peter. "Just don't shocking ask."

"So, what's the plan, Peter? We all can't go in the portal in case Sloan decides to reveal himself." Kaine said. "That son of a bitch will take advantage of our absence no doubt."

Peter agreed, "I know. So... Black Cat, Trixie, Sunset Shimmer, Spike, and Rarity can go defend Canterlot. Rainbow Dash, Twilight, Anti-Venom, Applejack and Pinkie can stay in Ponyville with the kids. The four of us will head in there to see what Warren has in store for us."

"It's a sound plan, honey." Twilight agreed.

"Yep! Let's do it first thing tomorrow." Ben said.

Kaine crossed his forehooves, "But how the hell are we going to get there at a decent time?"

The hero smirked, "I have a way."

Miguel rolled his eyes, "That can't be a good sign. What is it you have in mind, Parker?" he asked.

Spike, meanwhile, walked into the living room upon hearing the conversation, "Is it what I think it is?"

"Don't spoil it for them, Spike." Peter told the dragon.

Spike nodded, understanding what he was talking about. Meanwhile, the other three Spiders looked at the two in confusion.

"This better be worth the hype." Kaine grumbled.

Twilight snickered, "I'm sure it will. You'll see it in the cellar laboratory tomorrow."





Discord snapped his fingers, revealing a magic orb and a screen, which the orb projected an image onto. He grabbed a megaphone out of thin air as he screamed, "Come one! Come all!" He said, getting the attention of the Sinister Six, and the confusion of Sloan and Serena.

"Don't question him." Norman told them.

"He the first to witness what Spider-Man and his Amazing Friends have in store to stop Professor Miles Warren!" he proclaimed, "The show will begin in twelve hours, first thing in the morning!"

"Oh, this'll be fun!" Carnage hissed.

Adagio chuckled, "I wonder what Parker's gonna do this time."

"It'll probably be fun to see." Sonata added.

Aria grunted, "We're gonna see for ourselves, girls."

Electro smirked, "I guess I'm in."

"Let's do this to keep track of Warren. Then we'll introduce you to Warren's greatest creation, as well as any others he's made." Sloan said in a sinister tone.
> Playing With Portals
> --------------------------------------------------------------------------

Morning came, and the four Spiders began the trip to Peter's laboratory. They decided that they were going to arrive at the rift first while Twilight and the others took the Friendship Express to Canterlot. The heroes were already in their costumes at this point, meaning that they were ready to do what was needed. 

Ben had gotten spare webshooters from Peter, seeing as he couldn't make organic webbing. It wasn't a long process for the genius, and it was done with enough time to get a night of sleep. Ben wore the webshooters over his costume.

Peter exhaled, "Alright, gents. It's about time I introduce you to my fastest method of travel in Equestria." he said, opening the doors to the supposed garage.

Kaine, Ben and Miguel looked inside in disbelief. It was a car, colored red and blue, almost made to be a convertible. Peter continued to talk, "Meet the Spider-Mobile! I took some inspiration from... An old friend. And got the specs right for use in this dimension."

The three gave Peter a confused glance, and Miguel was the one to break the ice. "Meh." he shrugged.

"Huh? Meh? That's all you have to say?"

Miguel said, "Yeah. You made one before right? I've seen it before in the records. You're starting to sound like Ock now."

Kaine rubbed the back of his head, "Yeah, kid. It's nothing to really write home about. It feels... Kind of commercializing to your own superhero identity."

"Oh, come on!" begged Peter, "It can drive up walls and stuff! It's like a spider in car form!"

Ben laughed, "Sounds like a toy that kids would buy of you. 'The Comic-Con exclusive Spider-Man action figure with Spider-Mobile! Car can stick to walls! Batteries not included'!" he faked an advertisement. "That, and it really brings into mind that old friend you mentioned earlier."

"So, my successor and my two clones don't like it? I thought as much." huffed Peter.

"It's impressive considering the technology of Equestria, but it wasn't worth the late night hype." admitted Miguel. 

Kaine nodded in agreement, "We're not doubting how it works. It's... Just a car."

"I dunno. Can I drive?" asked Ben.

Peter put on his mask and hopped in the driver's seat. "Ya have a license?" when he saw Ben lower his head, he continued, "Then hop on in anyway!" he said. Ben and Kaine hopped in the backseats, while Miguel sat in the passenger's seat next to Parker. All of them placed their masks over their faces.

"So, Parker. Do you have a license?"

Peter smirker under his mask, "I was just messing around Ben. Ya don't need a license to drive a Spider-Mobile!" he bragged, pressing a button and opening a garage door of sorts leading to the outside. He stepped on the pedal and the car sped out, the door closing behind them as they moved.

The three other Spiders did their best to hang on while Peter continued to speed along the grass. "Hey, uh, kid. You may not want to floor it!" Kaine shouted. "Or we'll become Spider-Pancakes!"

Turning his head slightly, Peter asked, "Floor it?" his hoof pushed further onto the pedal, "You got it Kaine!" the car moved faster, surprising the others.

"Holy shock!" Miguel shouted at the top of his lungs.

Ben, instead of being scared, yelled, "Woo! Now this is the life!"

"Are you shocking crazy, Parker?!" questioned Miguel. "Did you even take a jam driving test."

Wanting to hear, Peter slowed down. "Uh... Before I got my permit, I took the test thirty-seven, oh, er, thirty-eight times. I got it eventually since I didn't want my powers to give me too much of an advantage. I always got past the oral exam anyway."

"So, what? Someone stick an antennae in your head to give you the answers while behind the wheel?" asked Ben.

Peter shook his head, "No. I just learned from my mistakes."

Kaine huffed, "This is starting to sound like a children's cartoon."

"Maybe it is. I'm already living one as it is." Peter chuckled. "You got the map, O'Hara?"

Miguel pulled out a piece of paper, "Yeah. It's not too far away from Canterlot according to their notes. We should be there, at this speed anyway, within the next hour or two."

"Ooh. An hour or two? Should we sing along the way? That always happens to the ponies in this world for some reason. It's about time I get a musical number to myself."

"Oh God no..." sighed Kaine, "How am I clone of you?"

Ben laughed, "I'm in."

"Oh shock. This was a mistake." gulped O'Hara, hearing Peter inhale as he started to sing.

"Spider-Men, Spider-Men! Do whatever a Spider can! Spins a web any size!" began Peter.

"Catches thieves just like flies!" continued Ben.

"Look out! Here comes the Spider-Men!"

Kaine held his ears, as did Miguel, trying to save themselves from the torment the duo have brought them. 'For the love of God make it stop!' pleaded O'Hara in his head.





While Peter parked the Spider-Mobile, Miguel and Kaine hopped out of the car immediately, the goofier clones laughing all the while, "That was fun!" Ben told his doppelganger.

"It was. Those two don't share the same sentiments, though."

Kaine mumbled, "Spectacular, Spectacular, Spider-Men..." he sang quietly, "God damn it! Now it's stuck in my head!"

"Radioactive Spider-Men..." sang Miguel. "Jam it, Parker and Reilly!" he cursed.

"Success!" cheered Peter. "We got them to sing after all! Told you they were catchy!"

Miguel sighed, pulling out the research, "Anyway... According to what they sensed. The portal should be right..." he placed a hoof on the grass. "Here." he unfurled his wings, allowing himself to hover. He moved a hoof forward, feeling a strange ripple take his limb.

"Alright, that was easy." Peter said, now serious, "Once we go in, we're not leaving until we find Warren. He could probably tell us where Sloan and that Doc Ock fangirl are hiding out at."

"Simple plan. I like it. We'll get that son of a bitch to squeal." Kaine admitted.

"Jeez. Hardcore much, bro?" Ben wondered.

"We'll get him to talk, Kaine. Don't worry." Peter assured. He inhaled, jumping into the portal. Ben and Kaine also hopped in, while Miguel flew inside.





Spider-Mane landed face first onto the grass. He felt Scarlet Spider and First Spider tumble on top of him while Spider-Mane 2099 ascended, staying away from the tackled Spider. "Hardy har, you two." Peter said, rolling in his spot and forcing his clones off him.

Ben dusted himself off, "Where are we?"

"What the hell? It's Equestria?" Kaine noticed, seeing that they were all still ponies and not humans.

"Son of a glitch, he's right." Miguel said. "Did it even take us anywhere?"

Spider-Mane remained silent, looking around at the vegetation, 'Something about this feels familiar...' he thought. "I think it did." he saw Canterlot in the distance, "We should head there, maybe get some answers from the Princesses."

"Good idea." Ben said. "We gotta take the train though."

"Ugh. I've had enough of waiting. Let's just hop on top of one instead of going all the way to a station." Kaine grunted, "It'll get us there faster."

"Yeah. We should be near the tracks anyhow."

The four moved out of the forest, spotting tracks, and they heard the whistle of the Friendship Express. They each shot a webline at the side of the caboose, flipping themselves over it and placing a hoof on the roof. They used their adhesive abilities to stick, the train moving slow enough to do so.

Eventually, the Spiders made it to the stop. Spider-Mane read the sign, "What the hell? 'Neo Canterlot'?" he blurted out, seeing the name for the kingdom he's visited plenty of times before. 'Why would that be there?' he wondered.

"Hm. Strange to you too, huh? What the hell is going on?" the First Spider questioned.

Spider-Mane 2099 pointed ahead, "Let's just see if the Princesses can give us a shocking clue. So far... The only thing that is different is that some buildings look slightly more modern for their time."

The Spiders began their walk through the so-called Neo Canterlot, drawing attention to themselves.

"Whoa! Spider-Mane is back!"

"Who are the new guys?"

"Why is he here?"

Spider-Mane rubbed his head at hearing the comments. "Weird... I was just here two days ago. Hopefully we can get an answer soon."

"Good. It's weird being noticed like this. When last night, ponies just sorta shrugged off the fact we were clones." Scarlet Spider agreed.

"Hell. Even the castle looks different." First Spider pointed out. Spider-Mane placed a hoof on it, accidentally opening it. "Well, that just happened. Let's just break into a place like this and see what happens. That's a good plan."

"Uh, hello?" Peter ignored his clone.

The Spiders looked around, but paused as they heard hoofsteps coming their direction. "Who's in here?!" said someone. Peter gulped once the figure revealed themselves. It was a white coated mare with a purple and pink mane wearing a black skintight latex suit, and a blue gauntlet over a hoof.

"What the shock!? Sweetie Belle?" Spider-Mane 2099 questioned aloud.

Sweetie Belle glared at Miguel, "Who are you guys? How do you know me?" she turned to the familiar red and blue clad superhero standing next to them, "P-Peter?"

Spider-Mane remained silent, memories forming in his mind. "Huh? Yeah? S-Sweetie Belle?! Then that means..."

"Out with it, Parker! What the hell's going on?" Kaine shouted.

Gulping, Spider-Mane began to elaborate, "My experiment that opened the rifts... Led me to this timeline. But it wasn't like this at all. It's actually a lot better than when I left it."

"What do you mean?" asked Ben.

Future Sweetie gave the three a confused glance, "Uh, Peter. Who are these guys?"

"Oh, right. Future Sweetie; Meet Miguel O'Hara, the Spider-Man of 2099, Kaine, the First Spider, and Ben Reilly, the Scarlet Spider. Believe it or not, your younger self met them already."

Sweetie Belle nodded, "It's a pleasure to meet you three."

"Uh, same to you. Again." Ben replied.

The original hero shook his head, "Listen. Do you have that memory orb that was used on me before? You weren't there, I know. But I'm sure Celestia or Luna left something about it. It's about time I do something."

"Oh, that. We brought it here in the archives." Future Sweetie Belle explained.

"Don't worry, I got it."

Peter's eyes immediately went wide at the voice. He turned around, and saw a pink pony, with a long mane a shade darker, and a scar over her eye. She wore a black trench coat and a blue gauntlet as well. 'I-It can't be.' he thought at the sight of the familiar mare standing before him.

"Well, well. Guess you're not the only one to return from the grave." she teased, gently placing the orb on the ground.

"Pinkamena?" mumbled Spider-Mane. "You're alive!?"

"What the shock!? Pinkie too?" Miguel questioned.

Ben gave his doppelganger a confused glance, "What do you mean by, she's alive? What happened?"

"Never seen you guys before. But I overheard your discussion from the other end of the hall. As well as your shocking outbursts." Pinkamena said. "Why are they here? For that matter, why are you back here, Parker?"

"We're trying to stop a man named Walker Sloan from taking over Earth and Equestria across time. We've been chasing him, Doc Ock, and a few of his lackeys and have closed different rifts to his time." Ben explained briefly.

"That led us here." Kaine added. "We're searching for a nutcase named Miles Warren."

"Never heard of him." Pinkamena revealed, "Now... Why in Equestria do you need this?" she asked Peter, referring to the orb.

Peter sighed, "I want to show them what happened the first time I appeared in this timeline. And why I was so hesitant in bringing up this topic."
> The Once Grim Future
> --------------------------------------------------------------------------

Pinkamena placed the orb on the table, looking at Peter with a concerned look. "Are you sure about this, Peter?" she asked. "You don't have to do this."

"Yeah..." he faced the Spiders. "I've been dodging the topic ever since O'Hara arrived. I think they have a right to know about what happened to deserve such a response from me."

Miguel shook his head, "Parker. What are you talking about? What even is this thing?"

"I used this years ago. I accidentally showed Twilight and the others my entire life ever since the spider-bite. I've only ever used it once after that, when I wanted Twilight to see what happened. It kept me up at night for years until I told her."

Future Sweetie's eyes widened, "You even told her about...?" she slowly asked awkwardly.

Peter sighed, "Yeah, I did. She... understood." he replied, fidgeting in his spot.

"What do you two mean?" asked Ben, curious upon hearing the dialogue shared between the two.

"It's best if you see for yourself." exhaled Peter, bending down so that his horn touched the orb. The Spiders got closer to see what projected within it. A white light projected out of his horn, the magic of the orb creating an image that Peter wanted them to see.

"What the shock...?"

Kaine frowned, "What's this?"

An image appeared on the orb. They saw Peter awaken in the dusty remains of his cellar. The watchers could hear his every thought, as his mind tried to scramble around to figure out what happened to him mere moments ago. The only sound that was heard was the wind once his brain eased his worries.

"The experiment," Peter was heard murmuring. He looked at the gems scattered on the desk, all of them lost their color. He held one, the gem disintergrating in his grasp.

"That's the experiment?" Miguel wondered. "What happened to it?"

"Age." Kaine answered. "This must be how he ended up here."

They remained silent as they watched Peter wander, "What's going on? Twilight! Are you upstairs?" he asked, with no response heard. He tried to call out again, "Honey? Mayday?" he shouted, him getting more frantic each time he spoke. He inhaled sharply, now concerned about his family's well being.

Peter rushed upstairs, seeing the door to the basement still sealed. He noticed a blue light scan his eyes as he lowered his gaze, then the door opened. "At least the retinal scan still works." he sighed. The tumblers on the door unlocked, but the door stopped halfway as it opened. The stallion grumbled, "What else can go wrong...?" he forced the door open, pushing it farther away to allow access.

His eyes widened at the sight that greeted him. The sky was a dull gray, no longer clear blue. Smoke filled the area, and his stomach turned at the sight of the withered skeletons that lied upon the ground of his home. Buildings were torn apart, and the Treebrary was in ruins, possibly vacant at this point.

"Holy crap..." muttered Kaine, seeing the world through the orb.

"What the hell went wrong?" mumbled Ben.

Sweetie Belle closed her eyes, "You're about to find out."

"I don't what's going on, but I have to find out." he rushed back to the cellar in his supply closet, and grabbed his costume and web-shooters, refilled just in case, but as he dug around the dusty, dirty remains, "Oh come on. My mask was just here. Where could it be?"

Spider-Mane stepped out, ready, yet afraid to explore the remains of Ponyville. "I hope I can find some answers."

Miguel crossed his hooves, "Same here, Parker. This must be a lot to take in at once."

"Yeah. His thoughts are racing on. I can tell he's freaking out." the First Spider replied.

Peter explored Sugarcube Corner finding it abandoned, before turning his attention to the center of town. A bright light glowed from the roof to his body as a swarm of buglike creatures started to appear. They looked like ponies, but they were black, buglike, and had holes all around their bodies. Some had wings similar to pegasi, while others had crude horns like unicorns. The stallion deduced they were changelings, which he researched sometime ago.

"What the shock are changelings?" Miguel questioned.

"A race of shapeshifting creatures. They're powerful, and they dominated Equestria for years in this timeline." Pinkamena explained. They turned their attention back to the projection, where Spider-Mane was getting ready to fight off the growing swarm, his Spider-Sense tingling as they hissed.

Before Peter could do anything though, a changeling was dragged into the shadows. A loud snap was heard as the creature's now lifeless body was tossed aside.

"Who did that?" asked Ben, now curious.

Kaine turned to his brother, "Looks like we're about to find out for ourselves."

The figure almost revealed themselves as the now angered changelings. And they hopped to the roof of the nearest building, the creatures ignoring the stallion and chasing them instead. The mysterious pony revealed a sword as the army came for them and began to slice them apart. Green blood splattered as Peter finally figured out who his mysterious savior was.

"Woah, Pinkie. Am I glad to see you! Where'd you learn those moves--" he was cut off by Pinkamena swiping her sword at him with bloodlust. Luckily, Spider-Mane avoided it thanks to his Spider-Sense, and he ducked underneath the blade.

The three Spiders faced Pinkamena, who shrugged in response to the stares. "A lot happened while he was gone." she elaborated. "It's best to keep watching."

Ben nodded, "Makes sense. Times must have been hard for survival."

"Pinkie! Will you stop? It's me!" pleaded Peter, avoiding each sword slice, while trying to avoid conflict.

"Liar!" snarled Pinkamena, "I'm sick of you changelings impersonating my friends, especially the ones that are dead!" she continued, "Die!"

Peter's eyes went wide, ducking under the blade once more. "Dead? Die? What the heck are you talking about!? I'm still trying to figure out when you started using swords! It's like you became a samurai overnight! Did you read a manual or something!?" he asked.

The Spiders listened in, hearing and seeing Pinkamena stop after hearing the joke, and explain the situation to Peter. The stallion of course noticed how his friend had changed so suddenly to him. "How!? Just how did I send my self two-and-a-half decades forward!?" he asked in disbelief.

The orb skipped ahead, where Pinkamena led Peter to the desired destination. "Where are you going?" asked Miguel. The pink mare in the projection was explaining what was happening while he was gone, about how the group fell apart and how Equestria fell to the changelings.

"You'll see..." said a disheartened Pinkamena. Then they took notice of Peter fasing out in a static blue aura, which he shrugged off of course, continuing to trail Pinkamena.

"The timestream must have been in flux for him. The experiment must've had a recoil attached and was trying to send him back to the miment he left." Miguel suggested.

"Why?" asked Kaine. "Would that even be possible?"

"Perhaps." Miguel replied.

They watched as Peter and Pinkamena reached their destination: a barren forest meadow. "Twilight?" asked Peter, wondering where his wife was at.

"She's right there." Pinkamena pointed.

Peter's eyes looked upon a small stone, 'Here lies Twilight Sparkle-Parker. A wonderful wife, mother, and friend.' the inscription on the stone read. He collapsed on his knees, looking at the tombstone with tears in his eyes, as he began to sob. "You mean Twilight is...? No!"

"Oh my God..." Ben whispered.

"Poor guy." said Kaine, feeling sorry for Peter.

Miguel shook his head, "Parker suffered worse than I thought. How do you shocking recover from that?!"

They heard Pinkamena explain that she treasured this place and decided it'd be the best spot for a burial. But they also heard Parker's thoughts. How he had failed Twilight like he failed Gwen.

"To lose the ones you love... Twice. It must be a hard burden." Ben spoke up, a lone tear falling from his eye.

Pinkamena sighed in the image, "About three years after you disappeared, Chrysalis and the changelings invaded Canterlot... They slaughtered so many, including Princess Celestia and Princess Luna. Twilight gave her life so the rest of us could escape."

The projection skipped ahead, and Peter stood up with determination in his eyes, "...I know I'm in the wrong timeline. Nothing's set in stone. I may not be able to change the past, but that doesn't mean I can't change the present and save this future. I'll find a way back to my timeline later. Right now, we're going to stop Chrysalis and the changelings."

"That's Parker all right." chuckled Kaine. "He'll never step down from doing what's right."

Miguel nodded in agreement, "He's a legend in my time for a reason."

"Peter's a legend back on Earth?" Future Sweetie asked in disbelief. "That's amazing!"

Ben chuckled at that, "It really is."

The orb skimmed through Spider-Mane's memories again, this time he and Pinkamena were in a small complex buried under the Everfree Forest as a hideout. Peter decided to stick to the shadows until the time was right while Pinkamena spoke to the leader of the changeling resistance.

"This was your base? Clever." admitted Ben. "It should be out of sight."

"Should have." Future Sweetie exhaled. "You'll see what happened later on."

"Come on down. It's clear." Pinkamena said in the memory.

Spider-Mane hopped down from his spot, landing on his hooves. "Peter? Is that really you?" asked the leader.

"Sweetie Belle? Woah! I just saw you yesterday, and you were so tiny. You've really grown-" he was cut off by Future Sweetie pulling him into a hug, tears running down her face.

"Everypony said you were dead..." she sobbed.

The memories skipped ahead, to where Future Sweetie revealed to Peter what happened on the day of the takeover. And how Rarity and Fluttershy also died in the battle before Twilight made her sacrifice. Peter then decided to find Applejack and Rainbow Dash, who had split apart after that day.

"Son of a glitch..." mumbled O'Hara, hearing the story. "Parker has to take in all this information in a day... How did he shocking cope?"

Ben looked at Parker's successor. "His heart's in the right spot. He's able to push those thoughts aside when others need him. I share his memories to a certain point, so I felt what he experienced."

"Same here." Kaine admitted, "It's a tough job. But who said that he coped? Remember how afraid he was to even talk about this?"

"True." Miguel nodded.

"He never told you of this?" Future Sweetie questioned.

O'Hara waved a hoof, "No. He's always dodged the topic whenever his experiment gets brought up. Now I see why."

The heroes looked back at the orb, where Peter watched Rainbow Dash and Applejack argue over leaving Twilight behind that day, leaving her to die. Spider-Mane decided to hop down, revealing himself. Of course, they doubted it was him. Applejack had trimmed her hair, wore a scarf as well as sports bandages around her hooves. Rainbow Dash had a scar on her chin and metal wing as well as a vest.

"How do we know this isn't a changeling?" Rainbow Dash whispered.

Peter said, "Would a changeling call you girls 'Skittles' and 'Applebutt'?" 

"Really, Parker?" Kaine wondered.

Ben chuckled at the nicknames, "Yeah, sounds about right for him."

The memories skipped ahead once more, showing Spider-Mane, Pinkamena, Sweetie Belle, Rainbow Dash, and Applejack make a getaway from the remains of the Royal Castle using the Spider-Mobile, Peter wearing the gauntlets that Future Sweetie and Pinkamena are wearing at that very moment.

"What the shock are those things he's wearing?" asked Miguel.

"Peter calls them Twilight Arms. They enhanced his strength while wearing them." Future Sweetie explained.

The First Spider crossed his forehooves, "Twilight Arms? Good name, I say."

Scarlet Spider nodded, "Yeah. But what's with the crystal?"

The image skipped, where they discovered that the crystal was Celsius. And Luna appeared out of it, her time growing limited. She had said her final goodbyes before her spirit faded from the crystal for good.

"So, that's why..." Spider-Mane 2099 sighed.

They watched as Future Sweetie planted a kiss on Peter's cheek to cheer him up after seeing Luna vanish for good. Though, the clones chuckled at Peter's stammering, Future Sweetie awkwardly moved in her spot, feeling uncomfortable.

"What's wrong?" asked Kaine.

"Y-You'll see..." Future Sweetie mumbled.

In the orb, Peter had reunited with Derpy's daughter, Dinky, who had joined the resistance. Although, the three Spiders sisn't know who they were, they could tell Peter was relieved to see her. They then cut to Peter facing Trixie, who's eyes were glowing red, and a strange amulet was worn around her neck. They could tell he was trying to avoid any more unnecessary conflict.

"Trixie..." Peter began to say softly, "Do you remember me?"

Trixie whispered, "Peter Parker... I only know that you are... My enemy..."

Miguel shook his head, "Trixie was evil? Oh shock, it was that amulet probably..."

"Yeah, her eyes were glowing blood red." Ben noticed.

"The Alicorn Amulet did that to her. She grew distant after Peter disappeared, and Twilight and Mayday died. She wanted her family back, and was drawn to Chrysalis's side through both the amulet's dark power and mind control." Pinkamena explained.

Peter and Trixie fought in the memory. The mad unicorn pointing out Spidey's hesitance to battle, which the stallion pointed out he didn't want to hurt her. The unicorn of course having no such qualms about hurting him.

"She's gone for now..." Kaine grunted. "But there's still a chance for redemption. I learned that lesson."

"Same here." Ben agreed, "To be put under someone's control... And become their slave... There's always a moment, one that change that perspective."

The fight ended when Spider-Mane used Twilight Arms to punch the Alicorn Amulet off Trixie, splitting it in half. "Trixie..." whispered Peter, grabbing the mare lying on the ground, "Oh no, why are you cold!?" he asked.

Trixie coughed with half a laugh, "That's because... I'm dying you idiot."

"Oh shock... He didn't mean to..." Spider-Mane 2099 muttered aloud.

The Spiders learned that the Alicorn Amulet was connected to her life, and only she could remove it. When Peter shattered it, he unknowingly killed her.

"Oh God. No... Trixie, I, I..." he studdered, holding Trixie, "Damn it! No! I was supposed to save you, not--"

He was cut off, "Listen to me, Peter. You did save me. I never would’ve… been able to remove the amulet myself. Chrysalis took over my mind. I lost all of my will. I couldn’t control myself, but I was still aware of what was happening. I-I... I’ve done so many unspeakable things, Peter. I was trapped in a nightmare, unable to wake up. I’m just... so happy that it is finally over, and that I can at least die as myself. My only regret..." tears began to run down both of their faces, Trixie holding back a sob as she continued, "Is that I couldn't be here with you longer."

"I'm so sorry," whispered Peter, choking back a sob as well.

"At least she could die in peace." Ben muttered, "Peter did something good, even at the cost of her life."

"That much is certain. I'm sure he deeply regrets acting on impluse like that though. But he didn't know." Kaine admitted.

The Spiders saw the hideout get raided by the changelings, and the group got split up. They had to watch as Peter was forced to see Dinky get squashed by a brute as she attempted to distract the army ambushing them. By the time Spider-Mane got to rescueher, it was too late. Future Sweetie told him to hep find a hideout, to which Peter suggested his cellar.

"Everyone I let down... Dies..." muttered Peter, now traumatized by everything that's been happening the past few days.

"How did he do it?" Miguel questioned, "How does one shocking pick themselves up after witnessing so many of your loved ones dying at almost the same time? Parker is tougher than I thought."

"I'm so sorry for what comes next..." Future Sweetie apologized to Peter and the others.

"What? Why?" Kaine wondered.

The memory orb skipped ahead, showing Sweetie attempt to cheer Peter up. When Sweetie noticed how distraught Peter had become, she placed a hoof on his cheek. Then closed the distance between the two of them as their lips met. Peter's mind at that point went into a frenzy, moreso than earlier.

"What the shock!?" O'Hara blurted out. Even Pinkamena went wide-eyed at the sight.

Despite his better judgement, Peter melted in the embrace, allowing the two to lie on the floor. Deep down, they needed this. Something to take away all the misery, even for a moment.

"I love you, Twilight..." whispered Peter.

Future Sweetie galnced at the ground, "I'm sorry you had to witness that."

"No... I get why you did it." Kaine revealed.

"You do?" Ben questioned.

The First Spider nodded, "I do. Peter was a broken shell of a man. This wasn't an act of lust, or willing infidelity. This was supposed to cheer him up. It was an act meant to bring his senses back together. Even if it was against his better judgement."

"He did call you Twilight. So that must mean that he knew what it really was as well." noticed Miguel. "What you did may have been wrong, but you had good intentions."

"Thank you both." Future Sweetie whispered, "I just hope Peter feels the same way. I broke a vow for him..."

Peter awoke in the memory, his mind filled with guilt and rage over what he had done. Looking at Mayday's bear only helped to trigger his emotions. He gritted his teeth as he slipped on the costume and Twilight Arms over his hooves in rage, "No more... No more!" he yelled, "This ends today!"

"Well, he wasn't happy about it that moment. Makes sense. I'm sure he'll forgive you." Ben assured.

Peter manages to regroup with the others and managed to find Ursa, who had obviously grown over the years. They all climbed on top of her and began to march to the final battle.

"That shocking bear." grunted O'Hara. "She really grew. Now it's a turning point."

"It was." Future Sweetie hinted.

Ben sighed, "Now I regret not bringing popcorn. Now the drama's gone, I can enjoy the final battle."

"Yeah... Chrysalis doesn't stand a chance. I've known anger, and Parker doesn't hold back when he is. He can be worse than the Hulk." the First Spider smirked.

"Who dares!?" Chrysalis hissed, hearing the commotion getting louder in the castle in the Crystal Empire.

Spider-Mane yelled as the Ursa Major roared, "Can Chrysalis come out to play!?"

"Oh man... Peter is ready." Ben observed.

The stallion hopped off his Ursa Major, slamming his hooves on the ground as he landed, "Knock, knock!"

"He's cutting the crap. He's not going to restrain himself this time. It's do or die this time." Kaine observed.

"It really is dire." Ben replied, "Let's see how he handles it."

They skimmed ahead, seeing that the final battle had begun, the changeling swarm attacking the rest of the group while Spider-Mane fought off Chrysalis. "Do you miss your lovely Twilight Sparkle? Well, don't fret. You'll be seeing her again soon enough!"

"just shut up!"

Peter uppercutted the changeling queen in the jaw after shouting, "You don't deserve to say her name!"

"No more joking around for Parker. She's shocking doomed." Miguel said.

Pinkamena lowered her head, as she knew what was coming next. The changelings separated her, Applejack, and Rainbow Dash. While Applejack was distracted, Chrysalis materialized behind her, and raised a black blade, stabbing the earth pony in the back before her or Peter could react.

"No..." Kaine whispered.

"That..." Ben was at a loss of words.

In her rage, Rainbow Dash created a sonic rainboom, blowing apart the crystal castle's upper half and causing a number of changelings to disintergrate in the shockwave. Tears ran down her eyes, clearly angered by the loss of the friend she had just made amends with after nearly twenty-years.

"Rainbow! No! Stop!" Spider-Mane pleaded, as Rainbow continued to pummel Chrysalis. The empress managed to deflect her attack, tossing her through a wall, removing the metal wing from her body. With one last effort, she shot out its metal feathers at Chrysalis. 

"Nice!" Ben complimented.

The changeling queen jumped out of the way, in the air, she managed to slash the pegasus, creating a wide gash on her body, blood began to pour out of her, and she was sent flying. She tried crawling next to Applejack's unmoving body, but as she neared the earth pony, something impled her, killing her on the spot.

"Oh come on! Now that's just dirty!" grunted Kaine. "I hope that bitch got what she deserved."

They saw Peter's rage, and the two continued to fight, the hero no longer holding back and giving it his all. Then while he was distracted, Pinkamena saw a ghost of her past. "Maud..." she whispered, before the mare revealed herself to be Chrysalis, who stabbed her as well.

"Using one's loved ones against them. That's a dick move." Scarlet Spider huffed in disbelief.

"Somehow I made it out alive." Pinkamena shook her head, "I'm not too sure how I did myself."

In the memory, Spider-Mane had managed to trap Chrysalis's entire body in a cocoon of webbing. As she tried to escape, Ursa's large paw was raised upon Peter's whistle, "I AM EMPRESS CHRYSALIS! NO!" she declared as the paw crushed her, killing her then and there.

"Good." Kaine smiled softly. "The kind of fate she desevrved."

Ben nodded, "I'm not one to agree with your bloodlust, bro. But for once, I'm with you."

"Parker did what was necessary. Even if it meant breaking his one rule. I'm proud." Spider-Mane 2099 admitted, "Now I remember why he's the hero our world needs."

As Peter watched with tearful eyes Pinkamena struggle for life in Future Sweetie's grasp, he began to vanish. He told them to care for his weapon, Twilight Arms and to protect the future. Then he vanished, finding himself back in his time moments after vanishing.

The orb got dark and Peter woke up. "Oh man. That still throws me in for a loop." he said, shaking the cobwebs out of his mind. "So... Did you see what happened?"

The three Spiders nodded, "Yeah... Chrysalis broke you, Parker. How did you manage emotionally?" Ben asked.

"I had to. I'm Equestria's protector. I can't just stand by while the world's in danger." Peter explained.

Future Sweetie managed a smile, her eyes starting to water at the sight of the pain they endured. "I'm sorry for what I did, Peter. You said Twilight knows? How did she take it?"

"Y-You don't have to worry about her, Sweetie. We both know what you were trying to do. I forgive you." Peter assured.

Ben smirked, "That's good. So what do we do now?"

"We'll take you around Neo Canterlot. I'm sure the ponies would love to see the hero who brought them salvation." Pinkamena suggested.

Miguel shrugged, "While we're out we have to find Warren as well. Who shocking knows where he could have gone?"
> Cloning Blues
> --------------------------------------------------------------------------

"Hm... So it seems the Spiders have arrived here. Most likely to find out where I'm at..." said a green figure, sitting on his chair, monitors keeping track of what's happening in Canterlot. "And they managed to have my greatest clones on their side." he scoffed.

"It doesn't matter if they betrayed me... I have a few tricks up my sleeve, anyhow." he turned his chair, facing the four creations standing before him. Three of them wore dark clothing fit for ponies, while the other towered over them, and it roared, its tentacles flailing about. "You three ponies... You will distract Spider-Mane and his friends while I finish repairs on a certain foe of the future Spiders!"

The ponies nodded, understanding their orders and ran off. He faced his other creation, "You will stay behind until the time is right." he told it, the white creature roared again. "I cannot have you loose just yet..." he laughed.





"Hm... I can make it work." Discord chuckled.

Sloan nodded, "You can. It's made up of my DNA, a duplicate of Serena's tentacles and a small trace of the symbiote. It's power is unparallel compared to his other creations."

"I thought it looked familiar." Carnage said.

Serena spoke, "Yes. When he decides to unleash it, you can enhance its abilities."

Discord laughed, "Oh, this will be so much fun! Let's see if Spider-Man and his friends can expect what's about to go down!"

Norman snarled, "Knowing him, he'd find a way to foil your plans."

"Oh, I very much doubt it this time." Sloan bragged.





"Woah. There's a statue?" Peter asked, seeing the monument built in honor of the five heroes who saved Equestria. "That's amazing! What else happened since I was gone?"

"We've been rebuilding Equestrian society for ten years, Peter. We learned that Twilight Arms can help raise the Sun and Moon." Future Sweetie explained, "So Pinkamena and I have taken Celestia and Luna's place."

"So, does that make you princesses or something?" Miguel wondered.

Pinkamena let out a dry chuckle, "I guess it does. It took some getting used to, but we're getting the hang of it."

"Good to know." Ben replied. "So, can I try it on?" he asked.

"Last thing we need is for you or Parker to get a hold of those. You'd make it a week in thirty seconds." Kaine mumbled to his brother.

"Hey, I can make it 2099 before we know it." Peter chuckled.

"Celestia forbid. Prince Ben and Prince Peter in charge of raising the Sun and Moon. There is no cycle of time with them." Future Sweetie chuckled at the idea.

O'Hara sighed, "Last thing I need is you two screwing up time more than it already shocking is."

"Would time even be affected?" Ben questioned.

Kaine exhaled, "Considering who we are. The universe will find a way."

"That's the Parker Luck, chuck." Peter laughed.

Pinkamena shook her head with a smile, "That's always your excuse."

"It's true." huffed Spider-Mane.

"Anyway, since we're getting way off topic..." Miguel began, "You've never heard of someone named Miles Warren? Or any suspicious characters recently?"

"Sorry Miguel, but we've been focusing on our duties, and even then the thing we're worrying about right now is a priority as well." Sweetie answered.

"What's wrong?" asked Ben.

Pinkamena decided to talk, "It's something strange. We've been getting reports of a pony dressed in a strange dark costume, a mask, and a cape wandering around Neo Canterlot during the past few days."

"Batman!?" Peter wondered in disbelief, a smile on his face.

Miguel slammed his hooves to his own face, "Parker... Why the shock would Batman be here? In this jam alternate timeline we never knew existed?!"

"Jam...?" whispered the pink mare in disbelief.

"Because he's Batman! He'd find a way!" Peter replied. "Man, it'd be great if he came here. I wanna see the look on his face when he finds out he's a pony..."

"That'd be fun." Ben admitted.

"Anyway..." grumbled Pinkamena, "We've also been getting conflicting reports. Some say they were a pegasus, others claimed it was a unicorn they spotted, while we've also been told that they were just an ordinary earth pony."

"Sounds odd." Peter nodded, "We'll help you in anyway. It could be a clue to Warren's whereabouts."

"We might as well." Ben replied.

"Grr... Fine. Let's just hope that this brings us closer to stopping the Professor." Kaine grumbled.

"Alright. That does seem suspicious." Miguel said.

"Thank you all." said Future Sweetie.

As they conversed, Peter's Spider-Sense began to tingle, 'Something's coming. Right behind me...' he thought. In a split-second, he shoved his clones and Future Sweetie out of the way in time as a beam of magic appeared out of nowhere.

"What the hell was that?" asked Kaine. The First Spider looked up to see a dark-clothed unicorn standing on the rooftops. Pinkamena gritted her teeth at the sight.

"It can't be... Mare-Do-Well?" she questioned.

"Mare-Do-Well? Who the shock is that?" Spider-Mane 2099 asked.

"The Mare-Do-Well was an identity Twilight, Applejack, and I created to help teach Rainbow Dash a lesson in humility before Parker was summoned." the pink mare explained. "All three of us wore the costume."

"I think you mentioned that to me once." added Peter.

"Then that would explain the conflicting reports." said Scarlet Spidershooting a strand of webbing at the building, the three Spiders mirroring his actions. "There's probably more than one running around the city."

Pinkamena hopped to the roof while Sweetie teleported, the unicorn Mare-Do-Well already starting to make a getaway. "That makes sense. But we'll see if this one could lead us to the others." said Sweetie, watching the Spiders flip and land.

"It's like Black Cat all over again." huffed Peter, being the first to jump to the next roof with Ben next to him. His Spider-Sense went off again, and he ducked, avoiding a blow from a pegasus aiming for him. "Guess we don't have to worry about finding the others." he said.

The pegasus Mare-Do-Well took to the skies again, aiming themselves at Kaine, who grabbed the flying pony with his hooves right as they came down, and he slammed them on the ground. Pinkamena stepped on the mysterious pony as the First Spider spoke, "Alright, asshole. Who sent you?"

"As if I'd talk without a fight!" said the pegasus Mre-Do-Well in a scratchy female voice.

"That voice..." Pinkamena recognized the sound. Before her mind could dwell she was kicked by the pegasus mare, knocking her off her feet.

"Scarlet Spider and I will find the unicorn. You and First Spider can handle the pegasus. Spider-Mane 2099 and Sweetie can go find the last Mare-Do-Well." Peter suggested, him and Ben going off to follow the costumed unicorn.

Pinkamena smirked, "Really? Who gave you guys those names?"

"Parker. But you approved." Kaine said with a chuckle, punching the pegasus with a right hook.

"I was a different mare at that time." sighed the pink pony, shoving the winged pony down on the ground.

While that was happening, Spider-Mane 2099 turned his head and spotted another Mare-Do-Well across from them, this one without wings or a horn. "You heard Parker! Let's get them!" he said, flapping his wings as he took off.

Future Sweetie nodded, hopping from her spot to the next roof. Miguel hovered above the two. He scowled under his mask as he dived, but he missed catching the pony as they jumped. Sweetie teleported to the next roof, but still ended up behind them. O'Hara got a running start as he landed and then jumped, shooting a line of webbing from his hoof, the web touching the pony's backhoof. He yanked and forced them to trip as they ran.

"Alright, pal. Who the shock are you and who sent you?"

"Mah master doesn't want ya to figure that out just yet!" the earth pony Mare-Do-Well hissed.

"You sound just like..." Sweetie started to say.

"Well, let's see for ourselves." Miguel said, yanking off the mask. His eyes widened at the pony underneath. "Son of a glitch... It can't be..." he whispered.

The earth pony was none other than a certain farmer pony with a short blonde mane. Sweetie noticed that she looked the same as she did the day she died. "Applejack?! How is that even possible!?" she asked. "She died! You saw it!"

"Warren. He's able to create clones. He probably found a way to find their DNA and clone them to work for him." O'Hara explained briefly, punching Future Applejack unconscious as she attempted to fight back. Sweetie Belle used her magic to lift up her body. 

"Let's take her back to the castle." said Sweetie.





Meanwhile, the pegasus Mare-Do-Well flew up, planning to grab First Spider and finish the attack she started. Kaine saw the attack coming and ducked, allowing Pinkamena to punch the flying mare with hoof she wore Twilight Arms with.

The pegasus got her bearings and tried to tackle Pinkamena, the pink pony countered with a kick-flip to the jaw. The Mare-Do-Well landed on her back. "Nice save." complimented Kaine.

"Thanks. Now let's see who's behind the mask. I heard the voice, but I find it hard to believe that it's-" Pinkamena's words died in her mouth as she removed the mask. The culprit was a familar cyan mare with a rainbow mane, who hadn't aged a day.

"Rainbow Dash?" the pink mare wondered.

"Damn it! Warren did this. He's doing to mess with our minds!" First Spider declared.

"Heh. He knew you'd be here!" Rainbow spat.

"This isn't you, Rainbow! Even if you are a clone!" Pinkamena pleaded, "Come back to us!"

"I'd never listen to anyone but my Master!" Rainbow declared, before she could rattle on, Kaine punched her hard in the face.

Pinkamena glared at him, "Was that really necessary?" she asked.

First Spider shrugged nonchalantly, "We'll work it out back at the castle. If Warren did this, then I have a hunch that he brought back two more of your dead friends as bait. Let's see when Parker or Sweetie arrive." he ordered, grabbing the pegasus. "We have a chance to save her, like O'Hara and Parker did for me."

The pink pony sighed, "Let's hope you're right."





Scarlet Spider shot another line of webbing, pushing himself forward faster. "I gotta ask, bro. Is stuff like this common?"

"Not really. In my timeline anyway. I'm usually around for diplomatic purposes or the occasional rogue Equestrian, or when Glacius needs to be fed." Spider-Mane answered.

"Glacius? Is he another pet?" Ben wondered.

Peter chuckled at that, "No. He's a yeti that usually comes out during the winter. Recently, after an incident that nearly killed Trixie, I decided to help feed him so that he won't have to go rampaging." he explained to his clone brother.

"Good call." Ben noted. The two Spiders continued their chase for thr mysterious unicorn that got their attention. "I got this!" said Scarlet Spider, jumping in the air and shooting a ball of webbing at the unicorn, stopping them in their tracks.

Peter managed to catch up, tackling the unicorn easily. The Mare-Do-Well struggled in his grasp as he released. Scarlet Spider caught their hooves in thick webbing, making them unable to move. "Alright, pal. I've solved the mystery and I'm betting you're Old Man Jenkins."

"I thought is was Red Herring." Ben joked.

"Huh. So you have some memories of what I watched. Good to know. At least you'll get my references." laughed Spider-Mane. "Now, for real..." he said.

"Always with the jokes, Parker... Why are you so annoying...?" the unicorn wondered.

"Oh my God... It can't be you..."

Ben yanked off the mask, revealing a blue unicorn with a silver mane. "Trixie!?" Spider-Mane asked, his eyes widening.

"It's about time you figured it out you idiot." Trixie huffed. 

"The Professor. She's a clone, Peter." Ben tried to ease Spidey's mind.

"Good. I'm glad to be away from that creep." Trixie said.

"Y-You mean... You still have your memories?" Spider-Mane mumbled quietly. "You're alright!" he wrapped his adopted sister in a hug, to which the mare reciprocated. "I'm so sorry..." he whispered, removing his mask and wiping the tears from his eyes.

"Good to know that you'd miss me." Trixie smirked. "I can't say the same for the others though... It'll take more convincing to get their minds on track."

"What are you talking about?"

Trixie closed her eyes, "You'll see. Who's the new guy?"

Peter smiled softly, "That's right. You never met him in this timeline. Trixie, meet Ben Reilly. My clone brother."

Future Trixie nodded, "More Spiders. Just what I needed. How's younger me taking it?"

"Very well, honestly." Peter admitted.

"Nice to meet you again." Ben said, "I know of what happened... I'm glad that we were able to get you on our side, like Parker did for me and my brother."

"You also have a brother?" Trixie wondered. "And yes, he removed the Alicorn Amulet from me... But thanks to that Warren nutcase, I somehow managed to retain my memories as well as my body. I may not be the original, but I want to make the amends she would have made, but the other two may be more stubborn than I am at this. Which is saying something."

"We'll help you." said Peter. "Let's meet up with the others at the Royal Castle."





"Sweet Celestia..." Sweetie muttered, "Rainbow Dash as well?"

"Warren's gone too far." Kaine grumbled.

"That's it. We gotta get answers as soon as Parker gets back." Miguel declared.

"You'll get those sooner than expected."

Pinkamena and Sweetie looked at the door, seeing Peter and Ben, as well as another familiar face. A ghost from their past. "T-Trixie...?" Pinkamena whispered.

"That's right, Pinkie. Warren brought me back as well, but unlike those two, I retained my memories from the start. Probably a side effect of the amulet when I died." the unicorn explained.

"Woah! Holy crap! Rainbow Dash and Applejack!? He's asking for a world of hurt by doing this to us!" Spider-Mane grunted.

Rainbow slurred, as did Applejack. The two tried to move, but noticed they were stuck in webbing. "Hey! Let us out!" she ordered. First Spider shook his head.

"Sorry, but we're not doing that. We know you work for the Professor. You can change your ways right now."

"Why on Equestria would we do that? He's the only thing we have." Applejack said.

Ben spoke, "Not true. Dig deep. Remember who you are! You're heroes! Not slaves! You spent two-and-a-half decades just to prove that!"

"Nah!" Rainbow replied.

Peter smirked, "Is Rainbow Dash giving up on a challenge?"

"Hey!" shouted Rainbow, "I'd never--" she cut herself off, memories flooding back into her mind. "Wait... I'm not a bad guy!" she turned her head, "Applejack! They're right! We're better than this!"

"Don't tell me ya believe this crap!" Applejack huffed.

Rainbow broke out of the webbing, "The Applejack I know would never be somepony's puppet! Snap out of it! You're a clone, but you share her memories! The Element of Honesty should know that!"

"Listen, AJ. We don't have time for these clone memory games. You're one of Equestria's liberators. We've seen it ourselves." Scarlet Spider ordered.

"Ha! As if--" Applejack paused, strange thoughts appeared in her head, familiar flashes popped into her brain. "Oh mah Celestia. Yer right... We're nothin' like the Professor said." she realized.

"Welcome back, you guys." Peter greeted. "So, what do you guys know that could help us?"

Rainbow inhaled sharply, "Warren's got somethin' planned. He's building a robot. Something that the future Spider-Man's fought before. And he's got something ugly waiting for you."

"Can you tell us?" First Spider wondered.

"W-We don't even have a name fer it. It's too hideous to describe." Applejack elaborated. "We just know that the robot is almost ready."

"Then its settled. We'll all stop what he has planned." Sweetie ordered, "Together."

"And I can finally redeem myself." Trixie smiled. "I'll stand by your sides for this battle."

"We'll get him to tell us where Sloan's at! Then we can get that glitch and Doc Ock and end this jam scheme for good!" Spider-Mane 2099 yelled out with determination.





"It's about time I finished." the green figure wiped the sweat off him. "You're objective is simple."

"Yes, I know." the purple winged robot said. "I'm going to kill the Spider-Men."

The figure smirked, "Excellent."

"No one will expect the Hobgoblin to return!"
> Not the First Goblin
> --------------------------------------------------------------------------

Applejack, Rainbow Dash, and Trixie looked at the stain-glass window. It showed the heroes who saved Equestria from the changeling takeover all those years ago. "About time we got some recognition." said the pegasus in a boastful tone.

"Yeah. Pinkie and I made sure that your memory would live on." Sweetie said.

"Thank ya fer that." Applejack replied. "Now that we're back, ah think it's time we help ya with what remains in restoring society."

"I wish to help as well. I don't deserve forgiveness for what I've done under Chrysalis's control, but I wish to begin my redemption." Trixie added.

"We already believe you did... But the rest of the world may not think the same thing." Pinkamena spoke up. "It will take time for you, but you will be trusted among them in due time."

"Wow, Pinkamena. Not only are you a samurai, apparently you're also a wise master." Peter joked. "You're way more different than the Pinkie in my time than I remember."

"Age and war changes somepony, Parker." Pinkamena chuckled lightly at his comment.

"That's the truth." Kaine agreed. "Now, do you three know of Warren's hideout here? He's gotta have one in this timeline if he managed to clone you three."

"Not really..." Rainbow Dash shook her head with a sigh, "All we know is that its in or nearby Canterlot at least considering how fast we got here... Like that's a problem for me anyhow. The fact these two kept up with me and made it around the same time speaks matters."

"Or maybe yer just gettin' slower in your old age." Applejack teased her with such a suggestion, which the pegasus scoffed as a response. "I'm just sayin'!"

"Yeah, right! As if I will get slower!" Dash laughed.

Peter laughed, "I don't know, because..." his eyes were drawn to something, "Wait... Is that your wing? As in, the one that was clearly metal and robotic the last I saw of it?"

Rainbow paused, turning her head and looking at both of her wings. "Oh my gosh! I didn't even notice! My other wing is back!" she cheered aloud, earning smiles from the group.

"Professor Warren's regeneration tube must have done more than bring you back. It healed you completely, like when Peter needed it to get his powers back." Ben explained, "So, it seems he's getting better at the cloning thing. That would explain why we all share memories of sorts. Kaine and I share Parker's mind to a certain point. While you three are pretty much back from the dead."

Peter put a hoof on his chin, "Reminds me of a friend of mine from that other Capcom world, Zero I think his name was. He also got his mind stuck in a different body, but that was somewhat different because he was a robot and not organic. Man, if the heroes from that world came here, they'd probably know what to do." he added. "Or maybe we'll fight again, who knows?"

"How many shocking worlds have you seen, Parker?" Miguel asked his predecessor.

"A lot both mentioned and seen personally. Next thing you know, I'll be meeting the blue hedgehog or plumber Mega Man told me about last time we met." Peter shrugged. "I heard they were cool."

"I can confirm that much." Ben replied, knowing what his doppelgamger was talking about.

Kaine huffed, "God damn it, you're life is seriously beyond normal." he said, seeing the memories they shared of the Capcom universe and their many encounters.

"Oh, I accepted that a long time ago." Peter assured. "But I do my best to make sure others can peacefully."

"And we can't thank you enough." Sweetie Belle said.

"Heck, at this point we might as well." Rainbow pointed out, "As much as I like kicking butt, even I wanna kick back, especially after fighting for twenty-years straight."

"Same here." Trixie said.

"Well we'll worry about retirement plans later. Right now, we have to get back on track." First Spider responded, "So, he should be near or in this city. That'll make the search easier."

"Yeah, less travelling." Ben added.

Sweetie Belle looked at the clones, "What should we do about him once we find him?"

The First Spider smirked, "Simple." he revealed his stingers, earning a gasp from the ponies, but not the Spiders, "We'll get him to spill Sloan and Ock's whereabouts. Whether we do it the easy way or the hard way will be up to him."

"That's... Rather vicious." Trixie said.

Kaine rolled his eyes, "It'll get the job done."

Peter cleared his throat. "I think I speak for everyone's stomachs when I say we'll probably handle it the normal way."

"Or the semi-difficult hard way." Ben said.

Miguel groaned, "Whatever gets him to jam talk!"

"Jam talk? I didn't bring the PB, O'Hara." Peter chuckled again.

"Future swears seem to be a pain. Heh, I don't blame you. I wish we had something like that." Pinkamena responded to the outburst.

"No you don't." Peter corrected.

"I can live with them." Kaine shrugged.

"Sweet Celestia! How does my younger self put up with you four! Make it stop!" Trixie aighed in annoyance.

"Well you should be glad!"

Spider-Mane turned around, a familiar tingling sensation running down the back of his neck. "Alright, how is Mark Hamill--" he paused upon seeing the purple creature standing in the hallways, the doors broken without a single sound heard by them. The creature almost looked like a troll of sorts, it had wings and fangs. "Never mind."

"Hobgoblin?!" Spider-Mane 2099 asked in disbelief. "How'd you get here!?"

"Ah, Spider-Man! You look so adorable!" Hobgoblin taunted, "I was rebuilt by Doc Ock of course, with a little assistance from Professor Warren just to be safe."

"You have a Hobgoblin too?" Peter wondered.

Ben and Kaine looked at him, "You know one as well?"

"Yeah. He showed up like a week after I thought Osborn died when he was impaled. He got a hold of Norman's tech from the looks of it and tried to be another Goblin. I never did figure out who it was. I was deciding between Ned Leeds or that Roderick Kingsley guy. But I'll leave that discussion for later." Spider-Mane explained.

"Oh yes... Just like I said last time we met! Every Spider needs a Goblin!" Hobgoblin 2099 laughed. "I'll be sure to make your deaths painless."

"Like that'll ever happen!" Rainbow Dash boasted.

"Oh, it will!" Hobgoblin snarled.

Spider-Mane 2099 grunted, hovering in the air and shooting a web-ball at the robot, the Hobgoblin using his claws to break apart the webbing. As Rainbow and Miguel flew toward him, the robot Goblin flapped his wings hard enough to create a gust of wind powerful enough to blow back the pegasi. "That was fun!"

"Yeah, and so will this!" Pinkamena shouted, grabbing her sword from where she left it, holding the hilt in her mouth. She sliced downard, trying to slice the Hobgoblin, who seemingly tanked the strike. When the pink mare noticed it failed, she kicked the Hobgoblin's face, his head rearing backwards as a result. Pinkamena flipped, landing with a hoof placed on the ground. "See?" she inquired.

"Not really." yawned Hobgoblin. Scarlet Spider and Sweetie decided to take the offensive. Sweetie Belle was the first to attack, punching Hobgoblin's torso with the hoof she wore Twilight Arms with. The Hobgoblin managed to grab her and slam her facefirst onto the ground. Ben reached him next, tying some webbing around his arms to give himself a push. He managed to deliver a powerful kick to the robot Goblin's leg, making him move his knee. Scarlet Spider then rolled outmof the way as Hobgoblin attempted to strike with his claws.

"Eh. I'm getting bored already..." he sighed, revealing three pumpkin bombs in his hands as he began to fly. 

Spider-Mane noticed them as he tossed them into the air. In the blink of an eye, he and First Spider hopped up, using their webbing to grab the bombs and tossed them back at the retreating Goblin with perfect precision. The future Hobgoblin fell as he reached the door, allowing Applejack and Trixie to attack next. The blue unicorn used a concussive spell she learned years ago while Applejack simply stood up and repeatedly punched with her bandaged forehooves. "Stay down!" hissed the earth pony.

Hobgoblin smirked, finally getting his bearings on the ground. He unfurled his wings and flapped them, stunning Applejack and Trixie in their spots. Before he could hurt them, a rainbow trail sped by his face. "We're not done yet!" declared Rainbow, landing another hit on the Hobgoblin, who seemed to not care.

While he was distracted, Sweetie Belle leaped from behind, grabbing Hobgoblin's neck and holding him down. During the scuffle, he managed to grab a few more bombs and tossed them far. Before they could reach anypony, Spider-Mane 2099 flew in, grabbing them and tossing them back, making sure his allies were out of the way of the small combined explosion they made.

"This is too easy." Kaine muttered, finally getting to the doors next to Ben and Peter.

"Yeah, it's all of us against him. Warren's probably using this as a distraction." Peter nodded.

Scarlet Spider ran out to the battle, "They're probably running out of ideas!" he shouted. He sprinted up a wall before hitting Hobgoblin with his backhooves. The Goblin grabbed his limb, "Oh crud..." he whispered, before being tossed aside.

Pinkamena and Trixie leaped back in, combining their efforts to attack the Hobgoblin. Pinkamena gritted her teeth, kicking the robot in the torso while Trixie used a fire spell to burn the wings, but nothing happened.

"They're made of nanofiber." O'Hara said, "The wings are near indestructible."

"Exactly!" Hobgoblin corrected. "I'm glad you remembered!" he threw more bombs in the heroes' directions. Scarlet Spider threw two of them back, but First Spider, who ran ahead, got caught in the fire, feeling the force of the small explosion push him away.

Spider-Mane decided to use his webs for something different. 'I told myself I'd do this more often.' he thought. His webs dug into the ground and he spun around, using the stones he dug up on his webbing to hit the Hobgoblin hard. While he was stunned, Sweetie used her magic to grab any remaining bombs he had in his possession.

The Spiders got together. "I see what you have in mind." Peter said to the unicorn, "Trixie. Light 'em up!" he ordered. The former villain nodded, performing a spell to ignite the bombs.

Applejack, Rainbow and Pinkamena joined forces to weaken Hobgoblin and divert his attention while the Four Spiders used their webbing to tie Hobgoblin in a large cocoon of webbing. "Ha! You think I'd be defeated with this?!"

"No. But this will!" Spider-Mane 2099 grunted. Suddenly, a barrage of bombs hit Hobgoblin hard. They all ran away as the explosion nearly hit them. Once the smoke clear, they saw that they destroyed the Hobgoblin for good. His circuits exposed and the metal dented. "It's shocking over for you. Again."

"That was too easy." Sweetie said.

"Yeah. It was." First Spider grunted, "Hopefully this can get us closer to finding Warren."

"How?"

"Simple. We begin searching. The first place he'd most likely hide out at is where we hid out when we had missions in Canterlot so mamy years ago."  Pinkamena said.

"Then let's head there. You guys still got the notes so we can find our way home?" Spider-Mane wondered.

"It's all in the castle." Ben answered, "We're all good." he refilled his web cartridges.

"Good! Let's kick some butt like old times!" Dash cheered.

"I'm with ya on that!" Applejack nodded.





"Seems that they're on their way here..." the green figure hummed, "Finally... They will have no choice but to deal with you." he turned to the symbiote creature.

The monster roared, "Good. I'm happy to see you're excited. Parker will pay for taking the one I love away from me so long ago. With his life!"





"What do you think?" Sloan asked, the villains all having watched the events.

Discord smiled, "We'll perform a test run. Once we see how it can handle the Spiders, then I'll give it that small boost of power I promised you. Time itself will be at your mercy by the time I'm done."

"Perfect! We'll be gods!" Serena boasted.

"Now you're starting to sound like that bald scientist when he thinks he's won. I'll get back to him once this is over." the draqonequss whispered.
> An Atrocity
> --------------------------------------------------------------------------

"Well, this isn't at all suspicious." Spider-Mane said. The group had readhed the outskirts of Canterlot, where they noticed a trail of white slime across the forest. "And kind of disgusting. It's like Anti-Venom was shedding."

"But... Anti-Venom wasn't here with us. There's no way he managed to find the portal on his own without the notes unless it was sheer luck!" First Spider reminded his doppelganger.

"Even still, his symbiote... Goo wasn't leaking like that." Spider-Mane 2099 explained, "This... Has to be something else. Egh." he gagged, stepping on a small puddle of symbiote goo.

"Either that or he was a little too excited." Scarlet Spider joked.

Sweetie Belle shook her head, "I hope that wasn't the answer." she sighed. "L-Let's just get you too the base before whatever that is finds us first."

"We still have it after all these years!? You'd think you would get rid of it after the war." Rainbow Dash said. 

"It was still functional." Pinkamena said to the pegasus, "We never thought somepony else, much less a threat from Peter's world, would find it for themselves and use it against us."

'What the shock is all this goop coming from?' O'Hara thought, looking as the trail continued on, "This has to be a trap of some sort. There's no way this symbiote trail was left by accident." he told the others, "We should be careful. Parker, I take it we can't rely on your Spider-Sense to help us, right?"

Spider-Mane shook his head, "No. All symbiotes are immune to it. I have a feeling that applies to clones as well."

"Then we should follow Miguel's advice." Sweetie said, "We don't have anything to warn us but our instincts."

"Hey, I can handle that part just fine." Scarlet Spider said.

"Okay... The trail just keeps going. Are we heading in the right direction?" First Spider wondered aloud.

Sweetie Belle nodded, "Yes. In fact, the entrance should be hidden right over... Here." she pointed at the ground. She tapped the area, feeling something down there. Sweetie used her magic to lift up a secret door, revealing a stairway.

"Woah." was all Trixie said, "How many hideouts did you need?"

"As many as we could to ensure protection." Pinkamena answered. "We had to travel a lot so we made refuge any place we could to hide away from the changelings."

"Makes travelling easier I say." Spider-Mane said, being the first to step down the stairs. The other Spiders followed before the ponies, each of them quietly pacing to the secret bunker.

They reached a small hallway, and heard something. Spider-Mane hushed everypony around as he moved closer to hear what was happening.

"Go find them again!" said a cracking voice, "It's be such a shame if they came here and ripped you apart!"

A gruff voice moaned in response to his scolding. Peter leaned forward, 'Okay. I hear something going down, and my Spider-Sense is tingling slightly. I might as well take a quick look.' he faced his friends and warned them to stay behind for a moment. His eyes nearly bulged out of his mask at the sight that awaited him.

The figure that was talking was a green man, almost similar to the Green Goblin, but he had a much freakier appearance since it appeared to be a full mutation rather than transformation. The other creature appeared as a larger Anti-Venom, but with tentacles protruding out its back. 'What am I even looking at right now?' he thought.

"Peter... What the hay is that?" Applejack whispered, not recalling the creature seen before her.

Scarlet Spider and First Spider leaned in next to Peter, "Warren... He's changed. A lot." mumbled Kaine. "I don't recognize that other thing standing next to him."

"Me neither." said Ben. "We gotta be quiet."

"Then what?" hissed Rainbow, "We'll have no choice but to reveal ourselves at this point!"

"She's right. We're better off jumping in now while we still have a chance to stop them." Trixie agreed.

Spider-Mane sighed, "Fine. It's about time the two of us had a talk anyway." he was the first to leap into the room, then the Spiders and ponies repeated his actions. "Alright, Warren! Your random cloning games stop here!"

Warren smiled, "So, you made it after all, Spider-Man. You and I have a score to settle." he faced the monster, "Stay down." he ordered it, the monster staying still.

"What did I do to you that would deserve such a scheme!?" the hero questioned.

Frowning, Warren sat down on his chair. Peter immediately noticed that for the most part he retained what he assumed to be his normal form and was not a pony. "You allowed her to die, Peter." was all that he responded with.

"Allowed who to die?" Peter wondered.

Professor Warren glared at Spider-Mane, "Gwen Stacy."

Spider-Mane's eyes went wide at the revelation as he gagged, "You? My old college professor had a... Thing for my girlfriend? That's kind of freaky."

"No kidding. And I thought Sloan was nuts." Miguel commented. "Why go through all this trouble? Why ally yourself with Sloan?"

"Allow me to explain. When I found out that you were involved with Gwen's death, Spider-Man. I grew bitter, I resented you, and that only got worse when I found out that my old student... One that I saw potential in, had a hand in it. I decided that I wanted to bring her back as I intended after you left for this world."

"Clones..." First Spider realized.

Warren smirked, "That's right my old slave. I wanted to bring her back, but with her loving me instead with no memory of you. But my cloning process was unstable and incomplete. I was unable to create the clones I so desired. As a small test subject, I created you Kaine, and obviously you rebelled against me considering who you were based off of." the First Spider frowned as he was being mentioned.

He continued, "That was when Sloan came to me. He said that he was from the future, but he needed time to perfect the process of time-travelling. Of course, he offered me the technology to perfect my genius. But then I had a brilliant idea. I sent Kaine to retrieve Anti-Venom, using his symbiote to alter the creation process, leading to the creation of you, Ben."

"Of course... That's plain sick." Scarlet Spider hissed, "You turned me into a spider-monster!"

"Sloan needed a bodyguard, and I knew from Kaine that you couldn't be fully trusted on your own. So I... Messed with the genetics a little bit to get the right results."

Sweetie Belle grunted, "That's twisted of you!"

"Yeah! I know what it's like to be used as a puppet! I'l make sure you pay myself!" Trixie yelled.

The Professor shook his head, "So touchy, you all. Anyway, I had a hand in giving the Scorpion of the future his small clone army. Then Sloan introduced me to his ally, Serena Patel, the Doctor Octopus of 2099. They came to me with an idea. Using Anti-Venom's symbiote, Sloan's DNA, and Patel's hologram tentacles, I was able to create this!" he gestured to the large creature.

"What the shock is that thing?" Spider-Mane 2099 asked.

"I do not have a name for it yet." he said, "I came to this future and heard of how you, Spider-Man, had a hand in bringing it back to its former glory. At this point, I decided to initiate my next phase. I dug up the bodies of Trixie, Rainbow Dash and Applejack, but I purposely cloned them with all of their memories intact. Play with you a little. Though the process to clone Equestrians is a little unstable. Who knows what might become of them!"

Spider-Mane scowled, disgusted at what he just heard, "Y-You... Desecrated my friends' deaths! You freaking dug up their corpses and used them as lab experiements! I'll make you pay for stooping so low you sick son of a bitch!" he yelled.

The ponies gasped at Peter's outburst, surprised to hear his rage after all these years. "It worked didn't it? Your beloved friends were restored to their former glory! I wanted to bring back your wife as well just to torment you a little more in this timeline."

"W-We were dug up?" Rainbow gulped, "That's just wrong!"

"We never wanted this to be our fates!" Applejack shouted. "To be mere experiments!"

"But I never asked for it like this!" Peter growled, "Warren! I'll make sure you rot in jail!"

First Spider revealed his stingers, "Forget jail! I'll make sure he suffers myself!"

"The name's not Warren anymore. I'm the Jackal!" he declared.

"Alright, Jackal. Either come peacefully, or we'll find a way to break you into not-Goblin pieces." Scarlet Spider ordered.

Jackal smirked, "Hm. So you think that you can threaten me, my perfect Scarlet Spider? Just be glad I didn't bring back the changelings and their empress."

Before Jackal could say anything else, Peter landed a hard punch to the green villain's face, making him turn his head. "How's that for a threat, huh?! I've had it with you! Making us go on a wild goose chase, and then I find out you tried to ruin the memory of my friends by making them your slaves!" he punched Jackal again, the mastermind not fighting back. "And you had the audacity to even think about using my wife against me!?"

"You're nothing but a monster!" Spider-Mane yelled, kicking Jackal with his hindlegs, "All this for what!? To bring back my dead ex-girlfriend and get me out of the picture!? As much as I want the former, and how much I missed my friends in this timeline, I'm not gonna take manipulation sitting down like this!" he shot a strand of webbing around his neck and tightened it, choking him, "You want history to repeat for you, Jackal?! I can make it happen!"

"Parker!" Miguel shouted, "You're better than this!"

"He's a monster! He used my friends against me! He destroyed the peace of this timeline!" Spider-Mane responded. "I can atop this here and now!"

"But this is not how you should go about it!" Sweetie Belle pleaded, "Please! You're not a killer!"

"Yeah, kid. You're a hero, not a monster!" Kaine yelled.

Peter hissed, releasing the web, his head hanging in shame, "You got one chance, Jackal!" he warned, kicking the monster off his chair. "Give up now!"

"Heh. As if I'd let you stop me! Go my creation!" he said, the monster roared, getting the heroes' attention. "Kill them all!" he said before running off behind their backs.

"Grr... Trixie, 2099, Ben, Kaine. Make sure that Jackal creep doesn't get away. The five of us can handle this.... I need to give this thing a name." Spider-Mane ordered.

"Got it, Parker. I'll take care of things." O'Hara said. "C'mon you guys." he said.

"Got a name for this thing yet, Parker?" Pinkamena questioned, unsheathing her sword.

"I dunno... This thing's kind of an Atrocity. Ah, why not? Atrocity it is." Spider-Mane decided. Atrocity growled, lashing his tentacles down at the heroes. 'Anti-Venom Doc Ock? Better than a Carnage-possessed Doc Ock.'





"Get back here, Jackal!" Kaine shouted. The First Spider trailed behind Trixie, who planned to capture the mastermind in seconds. "Where the hell is he!?"

"Can't be too far... What's this tingling sensation on the back of my neck?" Scarlet Spider wondered. "It's been bugging me for a while." he said, rubbing his head.

"You got Spider-Sense, it seems. That means Jackal's not too far ahead." Miguel explained. "It happens whenever you're near danger. We can use it to our advantage."

"Yeah. But we gotta keep quiet this time." Trixie hushed.

"I know you're there." said the Jackal.

As the heroes tried to react, something tackled the four of them. When Kaine looked up he saw Scorpion clones. "I thought we got rid of them back in 2099..." he sighed.

"Do you think I'd go without any reinforcments? Pathetic. I thought I created you smarter than that." Jackal shook his head in disappointment. "Ah, well. I can always try again."

Before Jackal could run away though, a blue aura kept him still. "Who dares?!" he asked.

Trixie revealed herself, "Keep those weird Scorpion things away from me. I'll deal with Jackal personally."

"You got it, Trixie." Ben stated. He shot some webbing at a clone's claw, pushing himself forward with a slide as he kicked the clone in the chest, making it fly across the room. The Scorpion he tossed aside ran back toward him, throwing its tail down at the Scarlet Spider. Ben responded by shooting his webs in the air, moving his hooves around to create a web-hammer of sorts, and slamming it on the clone, destroying it with a loud splat.

"That's... Actually pretty disgusting." he admitted.

Spider-Mane 2099 saw three Scorpions heading right for him. Before any of them could attack him, he rolled to the side, the future hero using an Accelerated Decoy to distract the clone. Miguel hopped on his hindlegs, slicing apart the clones with his talons while he was still too fast for them to notice. The third clone spotted him once his energy ran out.  "Just get the shock away from me! Jam it!"

Miguel hovered in the air, backflipping with aid by his wings, and kicked down on the creature, his hoof talons digging into the monster's back. "Alright, pal! That's enough of you!" he said, the clone turning into dust. "Still imperfect. Just as I thought. He was too lazy to finish." he mumbled aloud.

Meanwhile, Kaine was busy fighting off five Scorpion clones. The First Spider hopped on the wall, getting into a crawling position. He extended a hoof, shooting a web-bola at a Scorpion as it raised its claw, the force of the shot made it get stuck to the wall across from him. First Spider leaped from his spot, digging his hooves into the clones as he hopped a top their heads.

He reached the clone he trapped and he revealed his stingers, stabbing the monster on the spot. "Pity. You're still unfinished. Good." he taunted them.

The First Spider faced the last of the clones. As he stabbed another, Ben jumped in, having cleared up the ones surrounding him. "I got your back, bro!" he said, kicking down another Scorpion in the head. Miguel reached the second one, grabbing it as he flew and slammed it down. "Us Spiders gotta stick together!" he added.

Kaine sighed at his brother's enthusiasm. "Whatever. You're starting to sound like Parker." he grunted, lashing out at the last clone standing before him.

"Hey, don't pair me up! I'm just trying to get this done quicker!" Spider-Mane 2099 responded, landing on the ground. "How are you holding up, Trixie?"

The unicorn began to sweat, her hold on Jackal weakening. "I'm fine. Thank you very much. You took your sweet time." she quipped.

"Oh, I knew this would happen!" Jackal laughed, "You're not used to all the power coming back to you, huh?"

"Is the Great and Powerful Trixie proving that she can't use a simple telekinesis spell?" O'Hara taunted.

Trixie gasped, "You dare doubt me? I'll show you!" she focused more, lifting Jackal up from the ground and holding up on a wall. She held him down longer while Miguel readied himself to end this.

"Got ya." said O'Hara. He walked toward Warren and shot some thick webbing around his arm. "Now you'll be coming back with us until we send you back to your time!"

Jackal struggled in the thick gossamer as Ben and Kaine wrapped him in a small cocoon. "I'll get you, Spider-Men--" he was cut off by First Spider punching him unconcious.

"That'll shut you up." he sighed.

"Thank you." said Trixie, lifting him up from his spot. "Let's hurry back to Parker and the others."





"Just like old times, right?" Spider-Mane asked, hopping over anothet tentacle lash delivered by Atrocity.

"Yeah. Y'know, except for the whole butt-ugly thing trying to murder us right now!" Applejack replied, trying to land a hit on Atrocity, but to no avail. She ducked underneath a slow swipe from the symbiote clone's arms.

Rainbow snickered, "Are you sure you're not talking about Chrysalis as well?" she asked.

"Har har." Pinkamena fake laughed, she managed to slice apart a few symbiotic tendrils lashing out at her. The pink pony, holding the sword in her mouth by the hilt.

Sweetie Belle ran ahead, using her magic to grab Atrocity's arm and she tried to lift it, but before she could. Atrocity landed a hit on her. "Sweetie!" yelled Peter. The stallion gritted his teeth, extending a hoof and shooting two web-lines in Atrocity's way. He jumped, pulling himself roward with the second web. Spider-Mane hopped over the monster with a kick, having successfully performed a Web-Strike.

Getting up, Sweetie managed to warp Peter to safety before Atrocity could attack him. "Thanks for the save." he said. Sweetie nodded, focusing her attention back on the monster.

"Can anything keep this guy down?!" Rainbow grunted, hitting Atrocity in the face as she sped past him. "We're not hurting him in the slightest!" eh said.

"Well, maybe a trip to the gym..." joked Peter. "Seriously, is this guy like Kingpin-built or something? Looks fat but it's muscle?" he wondered aloud.

"Seems that way." Applejack noted. "Nothin' we do seems to do anythin' to him."

"That's a problem." said Pinkamena. "Even slicing apart the symbiote only makes it regenerate!" she said, putting away her sword for the time being as she faced the monster.

"The Anti-Venom symbiote could do that. It's a lot stronger than Venom and immune to both sound and fire!" Spider-Mane explained. Suddenly, an idea popped into his head. He started to web his forehooves and covered them. He jumped up and punched Atrocity hard in the face in the blink of an eye, using his Hyper Senses to give him a small advantage over the symbiote clone.

"How'd you do that?" asked Rainbow, seeing Peter move as if he had super-speed. She flipped in the air, kicking Atrocity while she did so.

Peter landed safely on the ground, watching Sweetie Belle teleport across the small room in an effort to harm Atrocity. "Hyper Senses. My heightened senses as well my Spider-Sense can make me appear as if I'm moving fast, but it's really draining." he panted. "We gotta keep going..."





"Hm. This is quite the show." said Discord. The villains were watching Spider-Mane and his friends fight off Atrocity on a projection screen he made earlier.

Carnage laughed, "Heck yeah! They can't do anythin' to him!"

"What do you think, Discord?" asked Sloan.

The draconequss laughed, "Oh, I'll give it a little power boost. Thanks to the energy you gave me... With a snap of my fingers, I can do... This!" he snapped his fingers.

Norman looked at the leader, "That did what exactly?"

"It's similar to what I did with you, Osborn! I gave Atrocity over there a small fraction of my power thanks to the rifts in time and space. Now, things will be easier for us as well as more entertaining. Speaking of which..."

Discord looked at Serena and Sloan. "It's about time I sent you back to 2099. Atrocity will give you the power necessary to fulfill whatever you wanted to do. With Jackal gone you're running out of options."

"Thank you, Discord." said Serena.

"No. Thank you!"

The draconequss warped the two away, "Good riddance." he said.

"What's next for us, Discord?" Tirek wondered.

"I'm glad you asked!" he gave the centaur a gold star sticker. "Once this time-travel thing clears up, I'll invite the Trickster God here as well as introduce you to the mastermind of the other world. We're gonna be having more fun on the sidelines!"





As the Equestrian Liberators prepared their next move. Atrocity began to glow blue. "Uh... He didn't do that before..." Spider-Mane noticed. Seeing the monster get angry.

Suddenly, his Spider-Sense tingled, telling him to jump. The tentacles suddenly appeared next to him in a blue rift. "What's going on right now!?" he asked.

Sweetie hopped over more tendrils as they warped next to her as well. "Can Anti-Venom do this, Spidey?" she asked, kicking down the thigns attacking her.

"No! This is all new!"

Pinkamena grunted, "Great. Now this thing learned teleportation. As if it wasn't hard enough to hit!" she shouted, trying to slash down, but the creature warped away before she could deliver the blow.

Atrocity roared, the aura surrounding him growing bigger. Peter's eyes widened. "Everyone get close to me!" he ordered. The ponies did as they were told and huddled around Peter. He swiftly created a web-dome covering the five of them as a small explosion occurred. When he released the dome. He saw Atrocity was gone.

"What the hay happened to Atrocity?" Applejack wondered.

Rainbow shrugged. "Maybe he gave up?"

Suddenly, something hit Peter in the side of the head. When he opened his eyes he saw the symbiote's hologram tentacles appear in a blue rift before fading away. "No it didn't..." he whispered. More rifts began to open up, surprising the heroes.

"Parker!"

Miguel and the others ran to the room, "What the shock is going on?! Where's the Anti-Venom clone!? And what's with all the jam rifts opening up!"

"Atrocity... Is somehow breaking time apart!" Spider-Mane realized. "He just suddenly got a power boost and vanished!"

Tendrils attempted to hit Scarlet Spider, but he pushed himself and First Spider out of the way. "I can see that. What do we do!?" said Kaine loudly.

"Well, we got this Jackal here." Trixie added.

"First. We get back to the castle, then we'll take Jackal back to 2099 where we'll end this once and for all!" Spider-Mane explained.

"What about the rifts here?"

"As long as Atrocity is gone, we'll make sure that he doesn't come back here. You just make sure nopony gets caught in the crossfire." O'Hara explained. "We gotta get back to our timeline and explain the situation to the others."

Even more portals began to open up, "Quick! We gotta get out of here!" Sweetie ordered. Everypony nodded and began to sprint, where they'll figure out the next plan.
> Edge of Time, Part I
> --------------------------------------------------------------------------

"Okay, these Atrocity things are starting to get on my nerves!" Peter shouted, hopping out of the way of the tentacles again. "Seriously, where is he at now!?" he ensured that Jackal couldn't see or hear anything that was happening right now, having covered him in more webbing before ir could dissolve.

"We'll worry about that when we get back, Parker. We gotta hurry and get to the rift." O'Hara reminded his predecessor.

"What do we do?" Sweetie Belle asked. "We can't just sit around while all of you do all the work! Our timeline's at stake as well!" she shouted.

"We really can't have you go back, since that would create a paradox. A big one at that." Scarlet Spider said.

"Well, we're just not gonna let time fall apart and not have a hoof in saving it!" Rainbow Dash added, waving her hooves, "We have to do something about this!"

"Parker." began Kaine, "We'll tell your friends to get back to Ponyville as soon as possible. The future versions can defend Canterlot. That way they also have protection while at the same time we prevent any of them meeting their past selves."

Peter nodded, "Fine. While we do that, we should get them to bring the Elements of Harmony just in case. Then once they leave, the five of you can take cover in Canterlot, but the only problem is that we have to explain this matter to the princesses."

"I'm sure Celestia and Luna would understand the situation." Applejack assured the hero. "But what about you four?" she asked.

"We'll get Brock to join us back in 2099 and have the others tell them to show up as soon as possible! We're going to find Sloan and Ock and stop them before they could take advantage of time and space falling apart like this!" Kaine declared.

"Brock? As in Eddie Brock? Why have you allied yourself with him?" Trixie wondered, remembering how she and the others saw Peter's memories years ago.

"Don't worry. He's on the side of good now. As hard as it was for me to believe too." Peter assured. "But we should stop at Ponyville as well, I want to check up on Twilight and Mayday to make sure they're safe and pick something up as well." he added. "I wanna explain the situation as well."

"We have enough to deal with right now! We can't waste anymore time, while we still have the shocking concept of time! The universe depends on us!" Miguel scolded. "The others can just tell them what's going on once they get the Elements or whatever!"

Ben scowled, "You can't mean that, O'Hara. we can't just ignore the fact that our friends in Ponyville can be in danger! We should at least check up on them and bring Anti-Venom with us!"

"They can come at their own pace." Kaine argued for Miguel, "We can't wander about anymore, considering the fact we're probably gonna waste more time convincing the princesses of the future ponies defending their town while we're gone to begin with. We have to focus on what's important!"

"What's important is not allowing anyone to suffer or die because we do nothing! If you don't get that Miguel or Kaine, you don't get the first thing about being Spider-Men!" Peter scolded.

Miguel shook his head, "You're the one who doesn't get it, Parker! The future depends on--"

"My future is meaningless without them!" Spider-Mane ahouted, slamming his hooves on the ground.

Kaine sighed in annoyance, "Fine. But we're going to have to make it a quick trip. The sooner we leave, the quicker we can get to 2099 to stop Sloan."

"Good." said Ben. "That's all we wanted."

Peter put a hoof on O'Hara's shoulder. "I'm sorry for that outburst, O'Hara. It's just... I won't be able to focus not knowing if they're safe or not. Atrocity is unpredictable. I just wanna be sure is all."

Miguel offered his predecessor a sincere smile, "It's fine. A little insulting, but good. You're worried. I can understand where you're coming from. I'm just... Focusing on the bigger picture."

"Same thing as well, Kaine..." Peter added, "The four of us... We're all Spider-Men. I have no right in saying any of that."

Kaine waved a hoof, "Think nothing of it, kid. You're only looking out for what's best for everyone else."

Ben opened his hooves, "Spider-Men bro hug?" as he said this, a tentacle lashed out of a portal, smacking him in the side of his head, dazing him a little.

"Does that answer your question, bro?" Kaine chuckled.

Sweetie Belle cleared her throat, "If you four are done bickering up a storm, we should get moving." she said. "Get Jackal. We're heading out right now."

"Right." nodded Peter.





"There it is." said Miguel. "The portal back to the present." he revealed, putting away the notes and map.

"Hm. It's going to be weird seeing Equestria in its prime." Trixie admitted.

"Eh. As long as none of us cross paths with our younger selves we're all good!" Rainbow shrugged.

"Really, only Trixie has to worry about meeting her younger self. She's the only one of you in Canterlot to begin with." Ben said. "We'll just tell them to head back to Ponyville, get you in the city, we'll head back, then come back to go to 2099."

"Good to know." Sweetie said.

Spider-Mane stepped forward, inhaling as he jumped into the portal first. The ponies followed while the Spiders jumped in last. Once they reached the other side, Peter stepped out of the way, allowing the others to fall flat on their stomachs. "I'm not getting dog-piled again." he said in a stern tone.

"I... Never want to do that again..." Applejack moaned.

"Are ya kidding? That was awesome!" Rainbow Dash shouted.

Spider-Mane turned around, spotting the Spider-Mobile. "Alright, guys. The four of us will drive ahead. By the time we get there, you should already be at the nearest train station. We'll tell the others to head back to Ponyville after we convince the princesses that you're helping us." he planned.

"Then I guess we'll be driving there to ensure everypony's safe, then we're coming back with Brock and then it's off to 2099 we go." Ben finished for his brother.

Miguel nodded, "Sounds a little convoluted, but it's sound. It shouldn't take to long on our end."

"Let's hope that's the case." Kaine muttered.

"Good." Trixie said. "Last thing I need to see is my younger self."

"Battle of the egos." Ben chuckled with Peter.

The blue unicorn groaned, "Let us hope that never happens."

"Agreed." Pinkamena smirked.

As the Spiders hopped into the Spider-Mobile, Peter had to swipe away more tendrils trying to attack them. "Get the shock away!" Spider-Mane 2099 ordered, shooting some webbing at them. "Let's get the shock outta here!" he shouted, placing Jackal in the car.

"Way ahead of ya, O'Hara! We'll meet you girls up ahead! Hopefully the others will be on their way back!" Peter waved as the car drove off in the distance.

"C'mon, girls. We gotta get to Canterlot soon. There should be a station nearby." Sweetie said, gesturing for her friends to follow.





"Finally!" Kaine sighed. The First Spider was the first to hop out of the car once they reached the castle in Canterlot and carried Jackal's unconscious body, narrowly avoiding more tendrils coming for them. "This is starting to get really freaking annoying! There's no end in sight!"

"You're telling me." Ben sighed, "I swear we've seen fifteen rifts open on the way here."

"As long as Atrocity is around, time will continue to collapse until there is nothing left." Spider-Mane 2099 said, "I have a hunch that Sloan and Ock will plan to use that to their advantage."

"What do you mean?" asked Ben.

Miguel shook his head, placing all of thought together. "They could find a way to harness Atrocity's power in order to fulfill the very reason he came to Equestria in the first place! He could create a stable portal back in time on Earth in order to create Alchemax years before it started! Making the world his empire!"

"He won't stop there most likely. Sloan would probably find a way to take over Equestria as well." Spider-Mane revealed.

"Then we gotta hurry." Kaine declared, "He and Ock won't succeed."

After saying that, they entered the castle where a battle had begun. Rifts already appeared in the castle. Where Celestia, Luna, Spike, Sunset Shimmer, Trixie, Rarity and Black Cat were trying to fight off the Atrocity tentacles. "What are these things, sister?" asked Luna.

"I do not know, Luna." Celestia answered.

"Let's hope the Spiders get here soon."

Spider-Mane cleared his throat. "Already here." he revealed himself at last. 

"Oh man, Peter." Spike sighed in relief. "What happened while you four were gone?"

"A monster called Atrocity is tearing apart time and space. We need the Elements of Harmony in Ponyville just in case something appears down there." Kaine explained.

"And who might you two be?"

"Parker's clone brothers. First Spider and Scarlet Spider. Now that we got introductions out of the way can all of you head back with the Elements? We'll be right behind you." Miguel said and introduced quickly. The others nodded and ran off, in hopes of getting the Elements.

"Alright you two. We have to make things brief." began Peter, who shot the tendrils back into the rifts. "There's some backup coming. We ended up in an alternate future."

"Alternate future?" Luna repeated, "What did thou see?"

"Older versions of some of our friends. They're on their way here. That's kind of why we needed the others gone. They'll help keep an eye on Canterlot while we're gone."

"And where are you four going?" Celestia wondered.

"Ponyville, then we're off to 2099. But first things first." Ben revealed. He brought in Jackal, "This is Jackal. The person who created us and Atrocity. And ally of Sloan. Make sure he stays in a cell until we get this cleared up."

"You have our word." Luna assured.

Peter smiled, "Good to know. We'll be off now!"

The night princess cleared her throat, "Best of luck!"





The Spider-Mobile parked itself as they neared Ponyville. "Alright. We don't have a lot of time left, Parker. Get this done quick." O'Hara ordered loudly.

Peter nodded, "You got it, O'Hara!"

Spider-Mane ran into the Treebrary, where he saw Twilight, Rainbow Dash, Fluttershy, Pinkie, Applejack, and Anti-Venom fight off the rifts opening around them and protect Mayday and the CMC. "Alright, I made it in time good..." he sighed in relief.

"Peter? Where the hay were ya?" Rainbow and Applejack questioned.

"What's happening, honey?" Twilight asked.

"A monster called Atrocity is tearing apart time itself. I told the others to bring the Elements of Harmony here just in case something pops up here." explained Peter.

"Are the others fine, Daddy?" Mayday wondered.

"Yes, sweetie. Your uncles are fine. And your aunts and Uncle Spike are coming back." assured Spider-Mane to his daughter. "Stay close to them, okay? We'll be back. I promise."

Mayday nodded, "Okay, daddy!"

"Twilight. Once we stop Sloan, use the Elements of Harmony to close all the rifts for good." ordered Peter. "Like I told May, we'll be fine. Just keep an eye on things here."

"Alright, Peter. Just this once." the two kissed as Peter ran off. The stallion ran in.

"Wait, Brock. You should come with us! Sloan has a lot to answer!" Peter offered. "Wait for me in the Spider-Mobile."

Anti-Venom laughed, "Finally!"

He moved behind his house, and opened the cellar doors into the labs. He had to fight off more tendrils and tentacles appearing through the rifts, and portals to Earth began to fade in as well. The hero ran into the cellar, grabbing something. "It's still a prototype, but it'll have to do for now. Let's just hope I don't get stranded across time itself."

Meanwhile, in the Spider-Mobile, Kaine looked at the symbiote, "Where the hell is Parker?"

"He'd be here soon." Eddie replied, shooting down more rifts with his own tendrils. "What the hell is going on here!?"

"Giant symbiote monster made from your DNA is breaking time and space." Ben answered, "We're hoping you could lend a hand to stop us. Is that fine?" he questioned.

"Yes..." he hissed. "Sloan will suffer for what he's done."

Miguel nodded, "Good. The more help the better." he said. "Then that means we can get home."

"Finally..." muttered First Spider. "Now where the hell is our so-called brother?!"

"Right here, bro!"

Spider-Mane appeared in a new suit of armor. It was black and red with a small spider-emblem on the chest. His thrusters weakened as he landed next to the Spider-Mobile. "What the shock are you wearing, Parker?" asked Miguel.

"The Spider-Armor. Magically enhanced to change depending on coming to Earth." Spider-Mane explained, "It should come in handy while we fight off Sloan and Atrocity. Now, come on. We need to get back to Canterlot and jump into the portal to 2099."

Peter hopped in the driver's seat, "Let's floor it!"

"For once, I'm with you, kid." chuckled First Spider.

Ben cheered, "To Canterlot!"

"Fine. Let's shocking do this." Miguel grunted.

"Till the end!" Anti-Venom growled.

And then the Spider-Mobile drove off into the path beyond, its destination Canterlot. 'We're coming, Sloan and Ock. And then we're ending this. For real, this time!' declared Peter in his head.
> Edge of Time, Part II
> --------------------------------------------------------------------------

Earth, 2099...

Sloan looked at the monitor with Serena. "Interesting... Atrocity's mere presence in the Gateway room is causing the chronal energy readings to spike more than usual. Discord did his job well. This means that very soon, we can finally create the empire we so desired across time and now through dimensions." he boasted, looking at the wires connected to the large symbiote clone.

"How can we be sure it's not haywire?" Patel asked.

Sloan glanced at the monitor once more and placed his hands behind his back. "His unique powers may be haywire right now. But very soon we will be able to harness his abilities and use them to our advantage. I am already detecting a large number of rifts scattered across Equestria, and the number continues to grow even as we speak. But I am sure the heroes of that world are aware of what's happening and are planning to stop us right now."

Doc Ock 2099 faced the portal. "I will handle them. I have a bone to pick with them anyhow. My robots will distract them while you continue to harness the chronal energy from Atrocity. I myself shall head to their hometown, Ponyville, while my robots divide with me and to that other town they have protected, called Canterlot."

Sloan nodded, "Go ahead. I will open the portal for you and your army first, then I will summon your robots to Canterlot. I will stay here and attend to Atrocity. Even if someone were to show up, it will be too late to stop the collapse of time."

Doc Ock 2099 smirked, gazing at the portal, her robots hovering into the room right before she stepped forward. Once they cleared, Walker summoned more robots and sent them to Canterlot, where the remainder of the robots will be warped to. "The Spider-Men won't be able to stop this. Even if they destroy Atrocity, the timeline is starting to collapse in on itself." he chuckled.





Canterlot, Now...

The Spider-Mobile drifted to a halt, seeing more rifts block its path. Anti-Venom roared, lashing his own tendrils at the attacking tentacles standing in their way. Once they cleared, the Spiders and symbiote jumped out of the vehicle, Spider-Mane hovering over the others at their pace with his jet thrusters.

They approached the castle again, but the noticed that more tears in the fabric of time and space began to open. At this point, Peter and Ben's Spider-Sense began to tingle, warning them of the dangers they were already aware of. 'Alright, Spider-Sense. I get it. Last thing I need right now is a migrane to slow me down.' he scolded his brain, which continued to ring.

"It's getting worse. We're running out of time." Eddie observed.

"What's left of it anyhow." Miguel corrected. "Atrocity's mere shocking existence is somehow doing this. How?" he wondered, slamming his hooves on the ground in frustration. "This is getting out of hand, jam it! How did Warren even create something with that much power?!"

"I'm not sure. He just suddenly did all this without warning." Peter explained the best he could. "We gotta get Jackal and bring him back with us so we won't have to worry about him later on."

Eddie and First Spider hopped put of the way of more rifts opening in front of them in time, seeing Atrocity's tentacles appear out of thin air once again. Kaine shot them with a web-bola, forcing them to retreat into the portal, closing it. Anti-Venom lashed his own tendrils at them, doing the same thing as well.

The Spiders slammed the doors open, seeing the future ponies already grouped at the castle with the princesses. Peter sighed in relief. "Alright. Good to see you all made it fine."

"It wasn't easy." Future Sweetie said. "These portals are getting out of hoof."

Future Rainbow smirked, "But I showed each of them what for when they did show up!" she announced.

"No you didn't. You screamed everytime one of 'em showed up." Future Applejack corrected with a smirk.

"Wha- no, I didn't!" Future Rainbow insisted.

Future Trixie rolled her eyes, "Can we please cut this out?"

"She's right. Where's Jackal? We need to take him back now." Scarlet Spider said.

Celestia and Luna nodded, handing him Jackal's unconscious body. "Heh. Look at that. He's still tuckered out. Alright, now let's get back." he declared.

As Ben said this, another vortex opened up in the castle. But instead of Atrocity trying to attack them, they were robots coming in to draw them out. "Ock..." hissed Spider-Mane 2099, "She's trying to shocking distract us right now!"

Pinkamena unsheathed her sword and swiped upward at a robot, slicing its head off with ease. "You five go ahead! We'll handle these... Mechanical creatures!" she ordered.

"C'mon, kid. We gotta get to 2099 as soon as possible!" Kaine said to his brothers. "They can take care of themselves!" he was the first to hop back in the Spider-Mobile.

Spider-Mane turned around and watched his friends fight off the oncoming robot army, then faced First Spider and the others already waiting for him. With a sigh, he hopped back into the driver's seat and drove off to find a possible rift to go back to Earth to. "Let's do this." he said with determination.

Back in the castle, the future ponies and the princesses were holding off the robots. "So, what does the future hold for us?" asked Luna, curious about their presence.

"I'd rather not say." Future Sweetie responded. "Time travel is a complex, fragile topic. It's a miracle we even came back to this past timeline instead of our own."

"I agree. It would be best if we not learn of what shall happen." Celestia said in response, "It appears time is already falling apart at the seams anyway."

"Yeah... You're better off not knowing." Pinkamena agreed.

Future Rainbow grounded her hooves into a robot's head, tearing it apart upon contact. Future Trixie gritted her teeth, focusing her energy on her horn as she performed a small shockwave spell that tore apart a few more robots in their way. Future Sweetie, Applejack and Pinkamena attacked the same robot together while Celestia and Luna fought off on their own area.

"Let's hope they get rid of the source of these robots." sighed Future Sweetie. "I don't know how long we can hold ourselves before they overwhelm us."

"Pfft. We totally got this." Rainbow said, before she buckled down in pain, "Agh!"

Future Sweetie put a hoof around the pegasus, "Rainbow! What happened?"

"Heh. I'm fine, kid." Future Rainbow assured. "Just a cramp is all."

Trixie rolled her eyes and rubbed her head, "Sure. If you're not up for fighting, no need to put on a tough act. Even Trixie admits she's feeling a little off herself."

Future Applejack tilted her head, "Ah thought that was just me."

Pinkamena scowled once she heard that, "Something is wrong... Unfortunately, now's not the time or place. If things get dire, the three of you should retreat."

"No way! We got... Ack!" Future Rainbow coughed, seeing blood on the floor, "...Oh crap."





Ponyville...

"Thank you." said Twilight, placing the crown over head. The Elements of Harmony were placed on each wielder. Each of them had their cutie mark shown on them, and all of them except Twilight's Element of Magic were worn as necklaces while the alicorn's was a crown. "We should stick close together just in case something happens."

"I agree with Twilight over here." Black Cat said.

The alicorn gritted her teeth, "Nopony asked for your opinion."

Felicia shrugged with a smile, "I assume I can't get on your good side, hm? Can't blame a lady for trying."

Sunset shook her head, "Well, what are we waiting for exactly?" she wondered.

"Wait! Where's Peter and the others?" Spike asked. "Didn't they say that they were coming back here?"

"They all left once they got here to get Brock. Peter mentioned he's on his way to 2099 to stop Sloan once and for all." Twilight explained to thr dragon.

A portal opened up on front of them and Twilight and Sunset shot at them, forcing Atrocity's tentacles to retreat and close the rifts almost immediately. "This whole portal thing is really starting to get on my nerves." Rainbow huffed.

"You're tellin' me." Applejack agreed.

Suddenly, a group of robots descended from another portal, as well as a pony. "Oh great... Not her." Rainbow moaned.

"Is that...?" Fluttershy began to ask.

Pinkie nodded, "It is!"

Doc Ock 2099 landed on the ground with her robots. "I have a score to settle with you pathetic ponies. My robots have been upgraded to take down each and every single one of you. Surrender and I may spare you all in our takeover."

"Pathetic?" asked Rainbow, "Last I checked, we kicked your sorry flank so hard you ran away!"

Black Cat was the first to speak, "How about no? I didn't come here just to have this world become a robotic empire. I like living thank you very much."

Twilight turned to face the children, "Mayday, Applebloom, Sweetie Belle, Scootaloo. Get to Sweet Apple Acres. We don't want any of you getting hurt in what's about to happen next. Fluttershy! Can you get them to safety?"

"Okay, mommy!" Mayday answered. Fluttershy turned around and guided the fillies out of the way while the others kept Ock distracted by talking some more.

Serena hissed, "Very well. If you won't surrender, then I have no choice in this matter. Robots..." she began, the ponies beginning to get ready for the biggest battle they faced in a while, "Attack!"

"Oh of course..." Pinkie sighed.

Rainbow smirked, "We can take them on again!"

Twilight nodded, "Just keep an eye out for any more rifts. Last thing we need is those Atrocity things to catch us off guard."

Felicia rolled her eyes, "I'm getting sick of time-travel..."





Canterlot...

The Spiders faced the nearest rift. Spider-Mane spoke, "There it is. After this, there's no turning back from here. Ben, you got Jackal? We're webbing him up in the building." he asked his clone brother. Scarlet Spider nodded, Warren's body lying on his back. "Then let's head in. Back to the future!"

First Spider groaned, "Was that a reference? Typical..."

"Let's just shocking jump..." Spider-Mane 2099 exhaled sharply.

"Very well..." Anti-Venom growled. "For time itself..."

The five Spiders jumped into the portal, where they seeked to end this once and for all. Spider-Mane was the last to jump, 'I'll come back... And I promise... The others will go home.' he thought, before hovering into the portal.





Earth, 2099...

"It's almost ready..." Sloan chuckled. "In a few minutes, the portal shall be ready and then I can begin bringing Alchemax back and reshaping time itself in my image."

"Not so fast, Sloan!"

Walker turned his head, "Who dares!? Spider-Man!?"

"Were you expecting Howard the Duck?!"

The Spiders revealed themselves, jumping out of the portal and back in their human forms. Peter's armor looked the same, but fit for his original  body. "It's shocking over, Sloan! Turn this Gatway off now!" Spider-Man 2099 ordered. "It's five Spiders against you now!" he added with determination in his voice. As he said this, Ben webbed Jackal's body to the wall.

Sloan laughed, "You're not in a position to demand anything, Spider-Man. You are aware that I have Atrocity and time itself bending to my whim, correct?" he pointed to the large symbiote monster standing behind them.

"...We're aware." Peter commented.

"Your time has come,  Sloan!" Anti-Venom roared, lashing a tentacle in Sloan's way. He leaped there and uppercutted Sloan so hard that he was knocked unconscious. Eddie them webbed up his body next to Warren's. "Oh, I've waited to do that..." he hissed. 

"About time someone shocking shut him up!" Miguel yelled.

First Spider pointed behind them, "We still have this son of a bitch to take care of. And that probably means Ock is back in Equestria... The girls can finish her again."

Atrocity roared loudly, making Scarlet Spider gulp. "This thing can control time? We're in for something big."

Spider-Man nodded, "Oh, you have no idea. Time and space are in our hands... Something tells me we're doomed." he gulped, watching Atrocity charge after the five for the final battle.
> Edge of Time, Part III
> --------------------------------------------------------------------------

Canterlot...

The robots continued to rampage across the town, leaving the future ponies to fend for them. Future Sweetie and Trixie used their magic to lift up the top of a building that began to fall, allowing the ponies underneath to escape in time. They combined their power to drop it on a few robots that made their way underneath the debris, crushing them instantly upon impact. However, Trixie shook her head, feeling lightheaded after using another spell and gagged, finding drops of blood on the floor. She chose not to bring any attention to it.

A robot began to shoot at Future Rainbow and Applejack, the white unicorn erecting a small forcefield around them to cover them before the bot could reload. Once the lone robot did just that, Future Sweetie held it down, allowing Pinkamena to slice it into pieces with her sword, her landing on the ground once she was finished. She placed her sword back in the sheath as she spoke.

"Are any of you noticing if they're stopping?" the pink mare asked.

Future Rainbow hovered in her spot, taking to the skies to get an observation and saw that more robots began to appear through rifts. Atrocity tendrils began to lash out at her, but luckily she managed to fight them off. The pegasus grunted, feeling a stinging sensation ringing throughout her entire body, but she still pushed on.

Celestia and Luna flew next to the pegasus to see for themselves as well, "There's no end in sight for them! They just keep appearing out of nowhere!" Luna explained, landing back on the ground with her sister who scowled at the sight.

"We'll just have to teach them a lesson!" Future Rainbow boasted, smacking her hooves together in determination, her chant loud enough for her friends to hear as well.

"Rainbow is right, sister. We must not allow our subjects to be harmed at this time." Celestia agreed.

As they were discussing a game plan, a brown furred pegasus managed to fly by, getting the attention of Future Sweetie and Future Applejack, who stepped in her way. "Stay out of here, ma'am. These robots are unpredictable." the unicorn warned.

"Sweetie Belle?" the pegasus asked. Future Applejack immediately recognized the voice. Somepony who used to live on her farm before the takeover. "What is going on? Why do you both look so... Different?" she wondered.

"May...?" the earth pony managed to say in shock.

May looked at Future Applejack, "Applejack? Are you okay? You only saw me last week."

"I wish we could say why, Mrs. Parker. But we have to get you to safety." Future Sweetie said. "Peter is fine. He brought some few friends with him to help in stopping whatever the hay is happenin'."

"Are Twilight and Sunset with them?" the older pegasus wondered.

Future Applejack shook her head, "No. They're still in Ponyville. They met some new Spiders to stop the mastermind behind this." she tried to explain to Peter's aunt. She felt her legs begin to buckle down again for some reason.

"Oh... I hope he's okay..." she sighed.

Future Rainbow landed, seeing May's worried expression, "Mrs. Parker?! Man, it's been a while! Listen, Pete's fine! He's got O'Hara and some new guys with them! We gotta get you out of here, though! I'll tell him you stopped by!"

May nodded pretending to understand the situation, "Alright."

Celestia and Luna spoke up, "We will guide her. The five of you shall stay here and fend this area." the future heroes nodded, watching the princesses fly in front of May, who followed as fast as she could.

The ponies looked back at the robots descending upon them. Pinkamena gritted her teeth at the sight. "How many more of these can there possibly be?!" Trixie groaned, getting more annoyed as more robots began to reveal themselves.

"They're as endless as the changelings!" Applejack grunted, kicking down another robot as it landed, she stood on her hindlegs and processed to punch it hard enough to send it flying through the wall of a nearby building. A smirk formed in her face as she kicked down another bot coming her way. Then she cringed, "What... the hay is wrong with me?" she wondered with a whisper. "May hooves are startin' to wear down. That ain't right."

Future Rainbow Dash pushed her way through a small barrage, each of them shooting upwards at her, and missing as she flew with precision. The cyan pegasus extended her hooves forward as she slammed through each and every single bot in her path. "You're telling me! I thought the war was over!" she yelled. "Heck, I argue the changelings offer a greater challenge! We're tearing apart these metal things like they were made of wood!"

"Rainbow is right. It's just that these robots never let up!" Trixie agreed, shooting down more robots while they were defenseless. She lifted one up and threw it into a pile before lighting them up and blowing them to pieces. "This is really starting to get annoying..." she wiped some sweat from her face, "Oh dear... What is wrong with me?"

Pinkamena huffed, ducking as a robot attempted to hit her, she grabbed her sword and sliced its torso in half before it could even have a chance to defend itself. "Yeah... How much longer can we keep this up?" she wondered aloud, her voice muffled due to holding her blade's hilt in her mouth.

Future Sweetie panted, blasting more robots with magic, "As long as we need to." she declared.





Ponyville...

Pinkie got tackled by a robot who managed to catch her off guard. "That wasn't very nice!" she hissed, moving her legs upward in a swift motion to kick the robot upwards. The pink pony got back on her hooves as she bounced around, avoiding the bullets the robots shot out. Pinkie grounded her hooves into the head of a robot, hopping off of it and smashing the head into the body,

Black Cat and Sunset Shimmer stood back to back as the robots got closer to them. "So, Red. How are we fighting our way of this one?" asked Felicia with a sly grin on her face.

"Like this." Sunset replied, aiming her horn at the bots and blowing them up with a blast that tore through their circuits. "See?" she managed to brag.

"I see."

Meanwhile, Applejack and Rainbow Dash fought off more bots in their way. Rainbow managed to get tackled by one, forcing the earth pony to buck it away with ease. "Yer welcome." said Applejack, helping the pegasus stand.

"I was gonna say thanks!" insisted Rainbow, giving Applejack a quick glare, rubbing the sore spot on her hoof. "How about we just get back to kicking robot flank!" she declared with a scowl.

Nodding, Applejack answered, "Yep!" the two leaped up, and continued to fight off the army.

Trixie, Fluttershy, Rarity and Spike looked at one another. "Do you need Trixie's help, you two?" the blue unicorn asked. Fluttershy had just made it back to help her friends after getting the foals to safety at Sweet Apple Acres.

"Sure." replied Rarity.

Spike inhaled, his green fire breath burning the circuits and metal of the robots charging after them. The dragon missed one, and as it began to aim its gun at him. Rarity covered for him and Fluttershy, who yelped in surprise, while Trixie decided to hit it with a powerful concussive spell. When the white unicorn removed the shield, Spike hopped up, burning apart the robot's gun for good, allowng Rarity to destroy it piece by piece.

"That will teach you!" huffed Trixie.

Rarity looked at Trixie, "You seem into this."

"I think we're just tired of Ock's robots." Spike sighed.

Finally, Twilight decided to face Serena on her own. For each spell Twilight tried to use, Ock would merely deflect it with her hardlight tentacles. "Ha! You think your weak magic can harm me after how I dealt with your friends last time? You must be foolish!" she boasted, a smug grin on her face. Twilight gritted her teeth, teleporting out of the scientist's sight for a moment. She appeared right in front of Doc Ock 2099 and shoved her slightly.

"You dare push me? You will suffer for that!"

The alicorn rolled her eyes, "For Celestia's sake! You have quite the ego! You think I didn't account for you resisting our magic now?" she asked Ock.

Before Ock could say anything, a rainbow blur managed to hit her before a beam of blue, purple and yellow managed to hit her while she was stunned. Trixie, Rarity, and Sunset revealed themselves as they continued to attack. Serena got her bearings and swiped away the beam, forcing them to stop. "Do you really think that will hurt me? My armor is near indestructible!"

Confetti suddenly covered her goggles as she felt something hit her chest, knocking the wind out of her. Pinkie put away her party cannon as Applejack reared her legs back. "Ya said near indestructible!" she repeated. Spike managed to slice and dent the armor with his sharpened claws, weakening her.

As Serena wiped the obstructions from her eyes, she witnessed something coming for her, "No! You cannot defeat me! I am Doctor Octopus! The greatest mind--" she was cut off by Twilight's hoof to her jaw, knocking her out instantly.

"Thank Celestia. That kept you quiet." she flipped her body over, seeing a small antennae on her back. The alicorn smashed it with a hoof, instantly shutting down the robots there and in Canterlot. "Now let's take you back to your time." she declared.

Rainbow pointed upward, "Uh, Twi? We still have those portsl things openin' up. Even though she's gone, we gotta wait for Peter and the others to finish."

The alicorn nodded, "I know, Rainbow." she said, lifting up Ock's unconscious body. She found a rift in threw it in there. "But they can do it. I have faith." she added with an earnest smile, bringing hope into her friends as well.





Earth, 2099...

Doc Ock's body suddenly appeared, surprising the Spiders upon discovering her. "Gotta give the girls credit. They got the job done fast." First Spider admitted, hopping out of the way of Atrocity's large tendrils lashing out at them.

Anti-Venom grabbed her as well and webbed her body up. "They won't be going anywhere..." he said. He attempted to grab Atrocity and hold him down. But his tentacles vanished in rifts, revealing themselves on the ground below him.

"Brock! Look out!" Peter warned, using his thrusters to push Eddie out of the way. 'Thank God I brought this along.' he mused, getting his bearings in the air.

'Seismic Activity detected. Activating securtiy failsafes.' 

Peter and Ben looked at Miguel, "What the heck does that mean?" asked Scarlet Spider.

A small electric pole revealed itself, small sparks jumping out of it as it moved up. "I got an idea. Atrocity's after us Spiders... Brock can hold him down while we move to one of those seismic failsafes. Then we can get him to trap his tentacles on it." he explained.

First Spider revealed his stingers, as the tentacles got out again. He slashed his blades, but they regenerated while he and the Spiders ran to the side of the circular room. "I like that plan... Anything to hurt this freaking thing."

The room began to get an orange lighting as the rifts continued to tear apart time itself, a current due to the gateway overloading made it difficult for the heroes to fight, but they pushed on anyway. Spider-Man watched as Scarlet Spider perched himself on the pole. "Ya! Giant creature from planet squid! I'm over here!"

Brock released Atrocity, allowing it to drag its tentacles into a rift and tying it around the pole, the Ben hopped off. "Got ya!" he teased, swinging away from it as the electric currents began to shock him greatly. The monster was stunned and Anti-Venom began to deliver a beatdown upon it. "Fake! You shall be cleansed!" he ordered.

Spider-Man 2099 looked at it, "Let's just keep ripping out its tentacles before it can do anything else!" he suggested.

"Can we even do that?" Peter raised a brow underneath his helmet.

Spider-Man 2099 raised his hands, "Anything's worth a shocking try!" he sighed.

Spider-Man nodded, hovering behind Atrocity and wrapping both arms around a tentacle. "Ugh! Here goes nothing!" he grunted, forcing himself to yank off the large limb. Eventually, he succeeded, dropping it on the ground.

"Nice work, kid." First Spider complimented, using his webs to toss the loose artificial limb into the gateway portal, where it began to glow orange as well.

"Seems as though we're stabilizing time the more we weaken him. Keep going at it." Miguel noticed. He slashed his talons on the monster while Ben webbed his tentacles' claws. Atrocitt managed to hit Peter and Miguel stunning them and throwing them on the floor. The two Spiders held their heads as they staggered up.

"Didn't your parents ever tell you not to run with sharp objects or tentacles?" Scarlet Spider scolded.

Anti-Venom hissed, "We're ending this for good! This Atrocity will no longer be a concern by the time I'm done with it!"

Roaring, Atrocity slammed his tentacles on the ground once more, activating the seismic failsafes again. "Okay, this time, me, Ben and Kaine will rip apart the tentacles!" Spider-Man said. Anti-Venom continued to smack around Atrocity while First Spider perched on the pole.

"Hey, big and ugly! Come and get me!" taunted the First Spider loudly.

Atrocity screamed, warping his tentacles into a rift and wrapping them around the pole. Kaine and Ben swung upward as the monster got electrocuted. Spider-Man flew and landed atop Atrocity's back as did First Spider and Scarlet Spider did. "Alright! Here goes nothing!" he shouted, the three brothers ripping off the large tentacles at once. They threw them aside, allowing Miguel and Brock to throw them into the portal as well with their webbing.

Once the three Spiders got off his back, Peter spoke, "Now, time should be back to normal!"

"Uh, Parker... Nothing's happening..." Ben told him.

Atrocity roared again, charging in a path, knocking away the five Spiders while he did so and jumped into the portal. Rifts began to open up again, surprising the five. "Uh, O'Hara... How much longer do we have until we all go boom?" asked Spider-Man.

"I'd rather we not talk our deadlines at the edge of time itself, Parker!" Spider-Man 2099 scolded. "Ah shock!" he cursed.

"Uh, guys... He's in Ponyville!" Ben told them, looking at the monitor's coordinates.

"Ah, hell... We have to stop him!" First Spider yelled.

Anti-Venom looked at the group, "Shall we go? They won't last long against him."

Spider-Man was the first to go in, "C'mon, guys! We have time itself to save!" he flew into the portal.

Anti-Venom sprinted ahead, "I have a bone to pick with that annoying clone!"

Scarlet Spider swung in with his brother, "Come on, bro!" he said. First Spider rolled his eyes under his mask, but jumped in with him, wanting to end this madness.

"Son of a glitch!" cursed Miguel again. "Parker owes me big time for this!" he hissed, following his allies back to Equestria to end things once and for all.





Ponyville...

"What the hay is that!?"

Rainbow Dash blurted that upon seeing the strange white symbiote monster stepping out of a rift. Twilight gulped, "That must be Atrocity!" she revealed.

The five Spiders hopped out almost immediately, "Sorry about that! This one got away!" Peter explained.

"About time!" Trixie scolded. "You have some explaining to do!"

"We don't have shocking time! We have to push that thing into the portal and close the rifts for good!" Miguel shouted.

"Twilight! You and the girls will use the Elements! It's the only way!" Peter said. His wife nodded, her and her friends gathered around in a circle ready to act.

"But wait... Won't you four be stuck here once we close it?" Twilight realized.

Spider-Mane 2099 looked at the ground, "I'd rather take that chance than allow time itself to be destroyed." he announced. "If it means not getting home, then so be it."

"I'm with him on that. I like the universe being stable." agreed Scarlet Spider.

First Spider crossed his hooves. "I guess I'm with them on this."

"Very well. We will find another way back to our world and time." Anti-Venom nodded.

With a sigh, Spider-Mane looked at his friends. "Sunset, Trixie. Use all of your magic to blast it. Kaine, Miguel, Ben, Eddie, and I will web that thing to help you."

The unicorns and Spiders stood next to each other, the ponies blasting Atrocity while it slowly moved forward. The monster began to slowly move backwards while the Spiders continued to barrage the creature with webbing. It was nearing the portal and Spike used his fires to frighten the monster. Black Cat performed one final kick, finally pushing it inside the portal. "Alright, ladies! Do your magic!" she shouted.

The Elements of Harmony began to glow as the six began to levitate. Twilight opened her eyes as a rainbow beam of magic began to shoot out, finally closing the portals for good. All lf the rifts weakened before imploding on themselves and the sky began to clear, revealing the night sky. The heroes noticed that everything was gone, and that the battle was finally over.

The bearers panted as they fell to the ground, their friends picking them up. "We did it, honey. It's over..." Peter said, he then faced the other Spiders, "I'm sorry."

"Don't be." First Spider told him.

"Yeah! Just because we're stuck here now doesn't mean we'll never find a way back." Ben assured. "Let's think of it as a vacation of sorts. Us Spider-Bros hanging out in Equestria."

Miguel actually let out a chuckle, "I guess I'm stuck with you shocking idiots. Sloan and Ock will probably get slandered for the crap they just tried to do anyhow, so we won't have to worry about them coming back for revenge."

"Yes. We will find a way home." Eddie said, retracting the symbiote, "In the meantime... I'd rather live in peace for now."

Peter rubbed the back of his head sheepishly, "Well then, we need to figure out living arrangements... and get the future doppelgangers back to their time."





Canterlot...

Future Rainbow and Applejack panted, lying on the ground. "Yeah... We did it, girls..." the prismatic mare weakly cheered, "Heh heh..." then, out of nowhere, she collapsed on her stomach. "Ow..."

"RAINBOW!" Future Sweetie Belle screamed.

Rainbow managed a weak smile, "The hay...?" she coughed, spitting more blood. Applejack and Trixie collapsed right after, subsiding to their unknown symptoms at last.

Pinkamena whispered, "You don't think..."

"No... they can't die. Not again!" Sweetie announced, holding back tears. "Not like this!"

Applejack stretched her hooves, breathing heavily, "Figured it wouldn't last long... Ah'm just glad to see ya'll one last time..."

Crouching down, Sweetie pleaded and held Applejack's hoof, "No. Don't speak like that! We'll fix this."

Trixie chuckled lightly, "Please... it's clone degeneration... We weren't gonna stay forever..."

"What about Peter?" Future Sweetie wondered. "What are we gonna tell him?"

The dying unicorn managed a smile, "Tell that idiot to not worry... we're better off like this... we were never the originals anyway..."

Rainbow cringed, "It's true..." she coughed again, "Got to kick ass one more time at least..."

"That doesn't matter! You're still you!" Sweetie declared, "Peter never did, his friends. You were the originals to us, no matter what the Jackal tells us. Don't let that go to your head!"

Pinkamena hung her head and put a hoof on Sweetie's shoulder, "At least it's painless. and we're at peace. You three can rest properly now."

"That's all we wanted... It's over..." Future Applejack coughed out, "Heh..." she closed her eyes at last and her breathing ceased.

"I guess it is then..." Future Rainbow followed, losing consciousness finally. Tears fell from Sweetie and Pinkamena's eyes as they silently watch the life fade from Future Trixie's body.

Silence. Silence and sobbing from a distressed unicorn, who was being comforted by Pinkie. Celestia and Luna sadly hung their heads, watching heroes fall not from wounds or in battle, but from circumstances they had no control over with their lives. They watched as the clone bodies disintergrated, however, Celestia used her magic to keep them still from blowing away. They did not deserve to be forgotten. In this timeline or any other. Now however, there was the matter of telling Peter. 

A tragic loss came with a victory.
> Spiders Stick Together
> --------------------------------------------------------------------------

"So, what happened?" asked Future Sweetie. The future ponies and Spiders had gathered in the same spot they found the rift into Equestria's future, the heroes getting the Spider-Mobile upon returning to Canterlot a few days later. "We came here after everything was cleared, but the portal didn't open."

"It's strange... I think that the portals to Earth are closed, but I think since you're timeline is in the same dimension, the rift here could still be tampered with." Peter explained. "Meaning that even though we can't go to Earth, we can still travel to Equestria's future. I had to... Redo my old scrapped crystal experiment for this."

"He had some help of course." Miguel added. "We messed with Pete's old crystals and managed to find a way back to your time." he said, pointing at the glowing gem in his hoof.

Ben chuckled, "Well, those two did all the work. Kaine and I just sorta sat there since we didn't know how any of this stuff works."

"Cool! So that means that we can visit anytime we want?!" Future Rainbow wondered in disbelief.

Peter nodded, "Yep! With the crystal's magic, the portal to your time and mine is for the most part permanent. So, come here and you can stop by anytime you want! We'll gladly have all of you here, but we may have to explain this to your present selves."

"Younger me will enjoy the hell out of it." Pinkamena smirked.

Rainbow and Applejack looked at one another, "Iron Pony competition tag-team with our younger selves?" the pegasus asked the earth pony, who nodded.

"You bet!"

"I'll visit Rarity and kid me soon..." sighed Future Sweetie, "But I'll worry about that later. We have to get back before the country begins to worry about us."

Trixie spoke, "Yes. And Parker... Make sure you and those Spiders don't drive me insane!" she laughed.

"No promises!" Peter said with false assurance and a raise of his right hoof.

Miguel grabbed the gem and held it in the spot where the portal was. Suddenly, a vortex began to form, the crystal glowing in his grasp while it did. The future hero tossed it to Applejack, who managed to catch it swiftly. "Use this to get back." he told her and the others.

"Thank you." said Future Sweetie.

"Stay cool you four!" Future Rainbow said, being the first to fly into the portal.

"Remember what I said." Trixie scolded with a smirk. "Take good care of Twilight, Spike and Mayday."

"We will, Trixie. We'll bug you even more." Ben said.

Future Trixie scowled, but then the unicorn gave the Spiders a smile before stepping into the portal. "You're all idiots... But damn it, I can't stay mad at them." she muttered before vanishing.

"Ah'll visit Applebloom, Big Mac and Granny Smith one day... But in the meantime. Make sure young me takes good care of 'em and not fer granted." Future Applejack told them before stepping into the portal as well.

Kaine nodded, "You got it."

"I'm glad that we managed to meet again." said Pinkamena, "We'll stop by once everything gets cleared up."

"We'll be waiting." Ben replied. With one last nod, the pink mare hopped back into her timeline.

Future Sweetie glanced at the heroes, before pulling Peter into a hug, surprising the stallion greatly. "We'll miss you all. Good luck in getting back." she released her grip on Peter, and then faced the active vortex again.

"Thank you. We'll try our best." said Miguel.

Future Sweetie smiled at the Spiders, then stepped into the portal where it closed behind her. The stallions sighed, "So... What do we do now?" questioned Kaine, "The two of you are working on getting the crystals to work across dimensions, so where does that leave us at?" he wondered aloud.

"How about we celebrate? Let's invite Eddie and go to Sugarcube for a well-deserved meal. Just the five of us." Ben suggested. "Let's not worry about that right now. We'll worry about getting Earth tomorrow, but we should just rest."

"You know what? That sounds nice." admitted Miguel.

Peter grinned, "Then hop in the Spider-Mobile. I guess we're getting dinner! You two are paying right?"

"Shock no, Parker." Miguel shook his head. With a defeated sigh, Peter looked away.

"Fine. But I'm getting you two jobs."





Discord clapped as random credits appeared on the projection. "Yes! Bravo! Encore! Those Spiders are a riot I swear!" the draconequess laughed, wiping a tear from his eye with his furry palm. "Ha! That was fun while it lasted."

"Are you done?"

"Yes, Tirek." sighed Discord, "In fact we're about to begin a very important business meeting!" as he said this, he changed uniforms, now wearing a business suit and glasses while holding a briefcase in his hand, it opening to reveal a sandwich. "Our special guest should be here right about..." he paused.

Suddenly, a rainbow beam appeared within the pit of Tartarus, startling the Sinister Six and getting their attention. "What the hell is going on?" asked Electro, being the first to step forward.

A figure appeared, in the form of an alicorn, surprising the Sirens when spotted. His fur was blue. He wore a golden and green robe and armor. On his head was a golden pointed helmet, which the spikes curved upwards. In his hoof was a large staff, which glowed blue for an unknown reason. The pony looked at his wings, then felt the horn protruding on his head.

"I must say... This form suits me."

Discord clapped, "Welcome to Equestria, Loki!"

"Loki?" asked Norman.

Loki chuckled, "Hm. Norman Osborn... The one so-called Goblin King... It seems you are alive. And Electro... It appears that buffoon I call my brother couldn't even finish you. What a shame on his part." he taunted his brother.

"Greetings, Trickster God. I am Tirek." the centaur introduced himself.

"Ah, yes. Discord told me about his little game. His Sinister Six. A fitting name." Loki revealed. "Adagio, Aria, Sonata, Goblin, Electro and Carnage. A deadly team if I say so myself. But that's not why we're here for today." he added.

The draconequss snapped his fingers, summoning a conference table, with enough seats for them, as a projection screen appeared nearby the table. "Indeed. Everyone take a seat!" he ordered. The Sinister Six looked at one another before doing so, while Loki sat at the other end of the table, where Discord stood next to him. "So, Loki. During our brief chats, I came to you with a proposition."

"Yes, but I think we should bring our new... Ally into the conversation as well." the Trickster God chuckled. Discord revealed a projection image on the screen as static appeared.

A figure appeared on the screen. He revealed himself to be a human. The figure wore a business suit and had no hair on his head. "Greetings, Discord. Loki. I take it that you wish to discuss our long awaited plan at last?" he asked.

"Yes I do!" cheered Discord.

Carnage looked at the screen, "Who's this clown!?"

"Oh. That's right. Sinister Six! Meet our newest aquaintance, Lex Luthor! The longtime nemesis of that Earth's greatest hero, the Man of Steel!" he introduced. "Now, Lex. Before we begin, I must say this. I'll let you do anything on one condition. You leave Spider-Man and the Elements of Harmony alive." he revealed in a serious tone. 

Lex chuckled, "I assure you. Spider-Man is yours for the taking. You remember why I agreed to this don't you?"

Looking at the screen, Discord smirked, "Of course! You and Loki join forces, and find a way to wreak havoc and chaos across Equestria! In exchange I'll give you the power necessary to destroy your hated enemies, the Avengers and the Justice League! As well as any other hero that plans to stand in your way."

"Oh, I have a way to wreak havok. I shall put as many heroes as I can under mind control, leaving Spider-Man to scatter around for his friends, and being forced to fight them once he figures that out." Loki snickered. "Not even the heroes of that world are immune to my spell."

Lex nodded, folding his hands on his desk. "I have decided on who shall be joining my Legion of Doom on this journey. We will be heading to Loki's Earth to bring him more heroes to control and recruiting more members before joining you all in your hideout. We keep our bargain, you keep yours. Sound fair?" he negotiated.

"Of course." 

Everybody in the room began to laugh maniacally as the plan began to form for them. The time was near, and the Avengers,or Justice League cannot be prepared for what's to come.





"Five cupcakes and cups of coffee on the house for the Spiders!" Pinkie shouted, carrying a tray of treats on her back. She trotted carefully to the table where the Spiders sat. And she gently placed the silver tray on the table for them to eat.

"Thanks, Pinkie." said Ben.

Pinkie smiled, "You're welcome! Enjoy!"

Peter was the first to grab one right before Miguel did the same. "Dig in you guys!" Peter said. Ben, Kaine and Eddie picked one up as well and took a bite. A look of satisfaction appeared on their faces. "So, what do you think? Worth it?"

"Heck yeah!" cheered Ben.

Eddie nodded, "Not bad."

Kaine shrugged with a grin, "Eh. It's not too bad I guess."

Brock looked at Peter, who took a sip of his coffee, "Thanks for inviting me, Peter. I know that before we weren't on the best of terms, but I'm glad you're giving me a second chance."

The stallion faced his former enemy, "It's no problem, Brock. You've proven that you've earned my trust during this little war. You're a part of the family now." he assured.

Miguel swallowed the treat. "As long as we're here, we'll stand against whatever shocking threatens Equestria."

"I'll drink to that." agreed Ben.

Ben held up his coffee, "To the Spider-Bros."

The others held up their cups as well, each of them holding it in a circle. They all chanted at once, something they'll stand by for the time they're in Equestria.

"To the Spider-Bros!"