Chapter One "Unwanted Second Chance"

"Dark days lie ahead for the center of the web."

Within a dark room, an older woman sat in an unusually large chair with a crimson-colored blindfold over her eyes and matching silk dress around her body. Large strands of webbing surrounded the entire room, images of different Spider-Men and Spider-Women embedded within them. Extending her hand, a small orb materialized and revealed an image of the Spider-Man of her universe, Peter Parker. The image faded, morphing into another. With his mask torn, Spider-Man fell to a knee before Doctor Octopus, Kraven the Hunter, Electro, Vulture, Shocker, and Norman Osborn, the Green Goblin.

In a bright flash of light, the orb disappeared from sight before the end of the vision could play out. Madame Web shifted her head in the direction of one of the strands of webbing. Peter's image could be seen within, but it broke away from its position, floating gracefully in the air, but instead of reaching the floor, the strand whipped around, placing itself upon a new spot in the web. Madame Web's brow furrowed. As Watcher of the Web, she had seen many things, even four different Spider-Men in one locale recently. Yet, in all her wisdom, Madame Web could not believe the fate that awaited Spider-Man.

There was hope yet, however. Energy spiraled near her lap, transforming into a book. Madame Web turned her attention to Peter's strand of webbing. A new image formed inside, causing the woman to nod her head. With a flick of the wrist, the book disappeared from sight. It was time for Spider-Man to embark on a journey and fulfill his destiny as the world's greatest superhero... a land far away.

Explosions roared outside, causing the interior of her home to shake violently. Twilight peeked through the opening of her curtain, catching sight of a huge fanged beast wrecking havoc on Ponyville. His large, black scaly frame covered the village like an ominous cloud, and his beady yellow eyes served as a false beacon of light in that same darkness.

"That monster's going to destroy the entire village at this rate!" Twilight said, panic evident in her voice.

Spike lost his footing, stumbling until he fell against the nearest wall. "What are we going to do?"

"I don't know." The mare shook her head sadly. "None of my letters are reaching Princess Celestia."

Twilight rushed back to an assortment of books resting on her desk and pulled one from underneath the group, causing the others to fall across the floor. "There must be a spell I can use. " she said, flipping through the pages hastily.

A second tremor occurred, much stronger than the last, and caused Twilight to lean against her desk for support. She turned her head away for a moment to steal a glance at the beast outside, but in that short time, the book she originally had vanished, with another taking its place. Once the mare turned her attention back to the book, she wasted no time opening it, unaware of the change that occurred.

"What is this? 'The Greatest Hero in History'? He's said to have saved countless lives and fought the most dangerous beings around." Her violet eyes shifted through her pages, widening at the sight of a notable passage. "Wait! This is a summoning spell!"

"Summoning spell? Do you really think that's safe? I don't think you've ever done that before!" Spike ran to her side with a look of concern in his eyes. "What if something happens? Princess Celestia might punish you!"

"I know, Spike, but everypony is in danger. I have to do something." Once her body glowed with bright violet energy and her pupils disappeared, she focused all of her power into the spell. "I just pray it'll be enough."

Elsewhere, swinging across the skies of New York on a strand of webbing, Spider-Man groaned underneath his mask. The city folk had been relatively rude for the day, calling him every foul word imaginable and some new ones as well. Jameson gave him a lousy paycheck, though that wasn't anything new. To top it off, he missed his math class for the third time this week.

"I don't know why I bother sometimes," he rolled his eyes and sighed. His dual life as Peter Parker and Spider-Man was taking its toll, and he was losing patience at an astonishing rate. "Maybe I should stop being Spider-Man? I mean, no one will miss me. Can't blame them, really. Not after what happened to Captain Stacy and Gwen." Using the strength in his legs, he threw himself from his webbing and proceeded to glide momentarily. "This is getting tiresome. Something really needs to change around here."

That same instance, a purple door appeared in midair. "What the-?!" he shot, unable to stop himself. The door opened and Spider-Man flew right through, babbling incoherently as he cruised through a dark, star-filled room. Before he knew it, a path opened, and he could do nothing but watch helplessly as he crashed into a bookshelf, causing it to fall on his limp frame.

"Ow," Spider-Man muttered weakly. A few moments passed before he used his strength to toss the heavy furniture to the side with ease and make his way back to a vertical base. "Well, that was weird. I wonder where I am? It's not everyday I fall into a random door in the sky. It's only on Tuesday when that happens, and today's Thursday. That officially makes this weird."

"What the heck is that?!" Spike blurted out, pointing at the strangely costumed being.

Spider-Man turned and immediately yelped at the sight of the purple pony with the tiny dragon by its side. He shook his head madly, glancing around before slowly pointing at himself. "What the heck am I?! What the heck are you?!" Snapping his head back and forth, Spider-Man attempted to gather his surroundings but failed miserably. "Better yet, where am I?!"

"Equestria..." Twilight hesitantly said, causing the young man to yelp once again. "I summoned you here." Her eyes remained wide, the strange creature's bizarre image leaving her mind with a plethora of thoughts. 'What... is this? He's not... like us.' Unsure of what to make of the situation, the unicorn furrowed her brow. "Where are you from, and what... are you exactly?"

Tilting his head to the side, Spider-Man stared at the lavender mare for what seemed like minutes. "Did that horse just talk to me?" he muttered, the idea too far-fetched to take seriously. Fortunately, memories of one of his latest adventures reminded him that weird circumstances were bound to occur in his life. Placing his hand over his forehead, Peter sighed inwardly. 'I saw a cartoon pig version of myself once. A talking pony is rather normal compared to that.'

Nodding, Spider-Man turned to the pony with his shoulders shrugged. "Okay. So I'll know I'm not losing my mind... or humoring my hallucinations. Whichever comes first... You asked where I'm from and what am I? Well, despite what my awesome sense of fashion may suggest, I'm just a human from Earth." He looked around, analyzing his surroundings. "Please tell me I'm just in an alternate dimension or something."

Twilight glanced to the side, retreating into the confines of her mind for any recollection regarding the given location. After several moments, her eyes sprung open at a late realization. "Earth? Human? There are tales that such a place existed long ago, and humans are a folk legend, said to have roamed our world eons ago." Closing her eyes, Twilight frowned. "But that is merely a fairy tale. Meaning you are not physically and scientifically possible."

'The talking pony is telling me I don't exist? I don't know whether I should be terrified or insulted.' Spider-Man scratched the back of his head. "Where I come from, a lot of things defy the term 'impossible'. I'm getting off-topic though. Why did you bring me here in the first place?"

Before she could begin to explain the situation at hand, another tremor shook the room to its core, knocking Twilight off her hooves and staggering Spider-Man to a knee. She rushed over to the window and pushed the curtains open. Twilight turned and motioned for Spider-Man to join her, causing the young man to promptly obey. His masked lenses shot open at the sight of the colossal beast outside.

"That monster is close to destroying our home." She turned with a deep sense of plea in her large, violet eyes. "I was desperate and performed a summoning spell that would bring the world's greatest hero here."

He tilted his head to the side at the comment. "...and you got me? I'm not even from here to begin with!"

"I'm sorry for being selfish, but I implore..." she edged closer, her face inches from his. "No, I beg of you. Please, save my friends!"

Shrugging his shoulders, Spider-Man felt a twinge of guilt take over. "I don't mind helping, but I'm the greatest? That's wrong on so many levels. I'm not great in the slightest. You must have misread the spell. No, I know you messed up somewhere. I know you can find someone eleven times better than me. I know this god that does some nice work with a hammer. Maybe you can summon him instead? Better yet, there's this nutcase with claws that goes on about how he's the best there is at what he does. Better yet, why not summon... you know... another pony?"

Shaking her head madly, Twilight yelled, "I don't know if I can! I wasn't supposed to perform the summoning spell in the first place! Please, I promise to send you back when this is over. Just right now, I need you to do something!" Her voice cried in desperation, and her eyes steadily swelled with tears. "Please, you're the only one who can help right now."

Letting out a defeated sigh, Spider-Man threw his hands up defensively. "This is so weird, but okay, I'll help. I punched a T-Rex once, so maybe this won't be so different?" He jumped across the room and landed in front of a large double door. He paused, as if a thought occurred. "What's your name by the way?"

Her face flushed, easily with embarrassment. "I'm sorry! I've forgotten my manners. My name's Twilight Sparkle, and what is yours?"

He shook his head disapprovingly. "I'm just your friendly, neighborhood Spider-Man." His brow furrowing underneath his mask, the young man let out a derelict groan before leaping out of the window. 'Magical talking ponies and killer dragons? This is Spider-Ham and the Savage Land all over again. Oh, well. This day can't possibly get any weirder...'

Once the strangely garbed being was out of hearing range, Spike turned to Twilight with a worried look. "Do you think he can do it? He doesn't really seem... heroic."

"He does come off as a bit... unorthodox, but he's the best hope we have for survival." Twilight's mouth quivered before slowly shutting. "I'll work hard to find a spell just in case something happens."

"I'm not sure, Twilight. I mean, is it safe for him to run around? What will everypony say?" He paused, the muscles in his body growing cold suddenly. "What will Princess Celestia say about this?"

She didn't respond right away. She looked away, resisting the urge to swallow the lump in her throat. "I'm not sure, but I'm more worried about everypony else. I'll deal with that when the time comes..." She grimaced. 'I hope I won't be banished for this...'

On the other side of the village, Spider-Man continued to sprint, leaping from one rooftop to another. "You know, I'm taking this rather well. I was just pulled into an alternate dimension and volunteered to save a bunch of ponies from a giant dragon. " He flipped over a chimney, landing on the side wall of the nearest building. "Is it wrong that I still find Squirrel Girl and Deadpool weirder on all counts? I swear I think I've lost my marbles years ago, and I'm only now realizing how weird my life is."

He crouched and jumped high into the air, extending his hand out to shoot his webbing. He released the strand and performed a front dive, managing to land perfectly onto a tree stump.


The voice brought Spider-Man's attention to the other side of the village, where he saw a Pegasus with a beautiful pink mane and ocean blue eyes running in his direction. Unfortunately, closing in on her tail was a claw nearly twice her size. Spider-Man shot a strand of webbing from his hand and sped to the pony with a great swing. Shifting his body, he turned sharply, whisking the pony away before the dragon could claim his prize. With his arm wrapped around her, he continued to swing while the thunderous footsteps of the dragon quickened, signaling his pursuit. The young pony watched in bewilderment, gasping with every swing her savior took.

"Oh, my. Um... Thank you," she said barely above a whisper.

"No problem. I'm used to saving damsels in distress, but ponies are entirely new."

Fluttershy glanced up at the being to say something, but her nerve slipped the moment she saw his blank, bug-like lenses. His figure clearly indicated that he was not a pony with his fingers, thumbs, and lack of a tail. Before Fluttershy could think further into the subject, the dragon took a wild swing, but Spider-Man dove underneath the blow, clutched the girl tighter, and resumed his swinging.

"W-what are you?" she asked, her voice filled with a mixture of awe and fear.

"I'm just your friendly, neighborhood Spider-Man," he said casually, earning a baffled look from the Pegasus. Laughing sheepishly, the man shrugged. "Sorry. It's kind of a thing back at home. Trust me, it won't become a thing here. I don't intend to stay that long."

Spider-Man swung with the mare in his grasp. The dragon inhaled deeply, causing Peter's Spider Sense to blare off inside his head. He turned to see flames shimmering inside of the dragon's mouth before shifting his gaze to the wings on her back.

"Excuse me, Ms..."

"Um... I'm Fluttershy," she whispered, the embarrassment apparent in her voice.

"Fluttershy, can you fly?"

She closed her eyes and shook her head. "Oh, um... yes, but I'm not good at flying."

Spider-Man jerked his wrists and broke away from his web. Fluttershy let out a shriek, clutching the man as tight as possible with her hooves around his neck. Turning around, Spider-Man fired an array of webbing at his target. The gossamer flew right into the dragon's eyes, causing him to clutch at his face and stop in his tracks. With a front flip, Spider-Man landed on the roof of the nearest building.

"He's not going to be able to see you for a few minutes. You should fly out of here and find shelter," he said, unwrapping his arm from around her body, allowing the Pegasus to flap her wings.

As she hovered, Fluttershy's large eyes filled with concern. "Are you sure? It'll be dangerous!"

"I appreciate your concern, but I don't want you to get hurt for my sake. I have a sense of guilt like you wouldn't believe, and I'd feel horrible if you were caught in the crossfire," he replied before placing his hand on her shoulder. "Do me this favor and promise to stay safe, okay?"

Before she could respond, the dragon snatched the webbing from his face and snarled at the sight of Spider-Man. He inhaled deeply, mustering up as much breath as he could, and exhaled a massive ball of fire at his target. Spider-Man turned and pushed Fluttershy away from the area. At the last moment, he jumped away from the building and landed on top of a smaller one.

"Now make like a tree and leave already!" Spider-Man yelled. Fluttershy's eyes filled with tears. Though she only knew him for a few moments, Fluttershy did not want to see the strange being get hurt. Slamming her eyes shut, she chose to respect his wishes and flew in the opposite direction. 'Sweet girl. I wish some of the girls back at home could be half as nice as her.'

The dragon's eyes followed the girl. He readied to give chase, but Spider-Man landed on the top of his beak. He shook his head madly to shake off the human, but he didn't budge at all. It was as if his feet were firmly planted in place. His clawed hand rose and crashed down, but Spider-Man back-flipped and avoided the attack, leaving the dragon to smack himself accidentally. Once Spider-Man landed on his feet, he crouched and shot webbing into the dragon's eye at point blank range. He didn't stop until the majority of the dragon's head was wrapped in webbing.

The beast swung about madly, desperate to see again, but Spider-Man landed and ran between his legs.

'That should keep him busy long enough for me to get everyone out of the village.' Peter cut across the nearest corner, and almost immediately, he found a large pile of masonry near a destroyed house. He groaned at the sight. 'I just have to hurry before he causes too much damage.'


The voice of a girl caused him to stop in his tracks and turn to the rubble. His eyes widened at the hint of sky blue near the bottom of the pile. He walked over, his fears confirmed at the sight of a pony. Her rainbow-patterned mane shielded most of her face, but her pleading large light-violet eyes could still be seen. Spider-Man placed his hands underneath the base of the rubble. Taking a deep breath, he lifted the masonry off of the mare, giving her enough time to crawl from underneath the debris.

The second he released the rock, she flew into the air. "Thanks, not like I needed the help or any-" The pony's mouth fell agape once her eyes finally settled on the bizarre looking being. She stepped back, holding her hooves up defensively. "Okay. Who or what are you supposed to be?"

"I'm Spider-Man. As much as I'd love to give you my backstory, there's no time for that right now." He stepped back and glanced at the dragon, finding the beast still attempting to remove the webbing from his eyes. "You should get out here while you still can."

"Spider-Man? You don't really look like a spider there, pal. You look more like something that crawled out of Nightmare Night." The Pegasus furrowed her brow, giving the man a questionable glare. "I don't know what you are or where you came from..." She paused, allowing her demeanor to soften. "But I saw you help my friend, Fluttershy. I guess that means you're all right."

Nodding, Spider-Man gave a simple thumbs up. "That's great to hear, but I need you to do me a favor. Think you can help evacuate the rest of the village while I do what I can here?"

The Pegasus brought her hoof over her forehead, giving the man an affirming salute. "Just leave it to me, but are you seriously thinking about taking on that dragon? You're as crazy as you look."

"Don't worry. I'm used to working in a hazardous environment."

"You're still crazy... but try not to get yourself killed, Spider-Dude." She nodded before turning to run. However, the mare stopped in her tracks almost immediately. "The name's Rainbow Dash, by the way."

She took to the sky with great velocity, leaving a rainbow-patterned trail to follow behind. Spider-Man to rub the underside of his chin. 'Rainbow Dash, huh? Subtle.'

Taking a defensive stance, Peter readied to resume his battle, but he spotted something out of the corner of his eye. A very light aquamarine-colored pony stood in front of a burning house, pacing uncontrollably by the flaming door. Spider-Man jumped to the nearest rooftop of a building and, using his webbing, slingshot himself to the dragon's head. With all his momentum, he delivered a swift kick to the side of his jaw, managing to send the beast tumbling to the ground. With the dragon further distracted, Spider-Man rushed over to the cottage, landing next to the distressed pony.

"What are you doing?! You need to get out here! Didn't your mom ever tell not to play with fire..." He said, holding his arms out to the side where the dragon sat, "...or giant killer dragons?!"

Paying the man's words no mind, the pony's gaze remained firmly centered on the burning house. "I'm sorry, but somepony's still inside. She'll be burned alive if nopony does something!"

While the cyan-maned mare watched the scene, Spider-Man shifted his attention to the wall of flames surrounding the door. "That right? I'll get her out. You get out of the village while you can."

"But it's really dangerous! You shouldn't-!" The mare turned to face the man finally, but all of the blood in her body grew cold at the sight. The creature´s unusual features were enough to send a wave of uncertainty through most Equestrians, but oddly enough, the mare seemed to have been affected, not out of fear, but fascination. Her hooves trembled, sending tremors throughout her entire body. Goosebumps formed along her coat, and her heart rate threatened to escalate too greatly. "You! You're a... human!"

The second her mind contemplated taking action, Spider-Man dove through to the second floor window. The mare prepared to follow, despite the physical limitation, but in the blink of an eye, something swooped from the sky, grasping the unicorn. She struggled to break free, only causing her captor's grip to tighten.

"Lyra! What are you doing?!" Rainbow Dash spat, frustrated with her friend's unusual amount of resistance. "Can't you see it's dangerous?!"

"I don't care about that!" She retorted, refusing to cease her squirming. "I have to go back and catch that human!"

"Again with the humans, Lyra? For the last time..." Rainbow Dash growled, focusing on her increasing speed, "...they don't exist!"

Shards of glass scattered in every direction, covering the floor and some of his costume. "Hey! Where are you?!" he screamed, hopeful the worst hasn't already occurred.

"Is somepony upstairs? Please help!"

Spider-Man rushed to the stairs and jumped to the bottom, but he gasped aloud at the sight he barged in on. Flames had scattered throughout the entire floor and stood at a few feet. A pony sat helplessly in the corner, huddled against the wall with her eyes shut. Her violet mane resembled Twilight's, and her coat resembled the paleness of the moon but shone just as beautifully. Before he could call out to her, she collapsed.

Pieces of the ceiling fell but missed her slender frame by a few inches. The flames drew closer to her and grew in height. Spider-Man hurdled over the first flame in his path, bounding to the wall after his second, but a piece of falling, flaming rubble threatened to crush him the same moment. He performed a front-flip, dodged the rubble, and landed feet first on the ceiling. With one final leap, he landed next to the unicorn.

Spider-Man lifted her body and placed the pony gently onto his back. However, his sixth sense for danger began to ring once again before he could progress. He jumped across the room and stopped in front of the nearest window. He glanced through the room and stopped at the sight of a stepping stool. He shot his webbing at the stool and threw it out the window before following it outside. Resuming his web-swinging, Spider-Man made his way to the outskirts of the village. Once he landed safely, Rainbow Dash approached him.

"Is everyone safe?" he asked. Once the mare nodded, Spider-Man chuckled. "Well, that's a relief. Think you can help her?" he added, shifting his head to the snow-white unicorn on his back.

At the sight of her friend on Spider-Man's shoulder, Rainbow Dash gasped. "Rarity! Is she...?"

"She's fine. Just unconscious."

He walked over to the mare's side and gently placed Rarity on her back. However, she shuffled in her sleep, opening her azure eyes lazily. She stared at Spider-Man for a few moments before her lips curled into a frown.

"My gosh... That outfit's horrendously... tacky..." she whispered before succumbing to unconsciousness once again.

Spider-Man rolled his eyes underneath his mask and exhaled. 'For the love of... why does everyone talk crap about my costume?' He turned his gaze to Rainbow Dash. "I need you to get out of here."

"But what about you?"

"I'll be fine. Everyone else is safe, and that's the most important thing. Just promise to take care of everyone for me, okay?" He shrugged. "Now get out here!"

Rainbow Dash tried to protest, but Spider-Man jumped away and swung back into the village. Her eyes filled with sadness, but she ignored her worrisome thoughts and flew deep into the forest.

"I hope he'll be okay..."

Spider-Man swung before landing on the highest building. "Great, now it's just him and me!" he said confidently with a spring in his step.

However, the dragon snatched the webbing from his eyes and let out a soul-piercing roar. He bore his fangs and glared intently at Spider-Man. He grabbed a boulder and crushed it in his grasp. The sight caused a shiver to run up Peter's spine, and his confidence took a nosedive into oblivion.

'Great... now it's just him and me...'

The dragon lunged forward, but Spider-Man rolled to the side, managing to avoid being crushed by his attacker's weight. Before the beast could recover, Peter dove forward with his fist held back as far as possible. With all his strength, he could easily knock the dragon out in a single punch. He neared his target, prepared to deliver the coup de grâce, but the muscles in his body locked up, causing the man to inadvertently stop in his tracks. His body shook uncontrollably, forcing Spider-Man to clutch at his side.

Unfortunately, before he could recollect his senses, the dragon reared back and struck, sending the man flying into a nearby wall. Embedded within the structure, Spider-Man pried himself free before the dragon's tail whipped by, destroying the area.

'What the heck's wrong with me?' Peter jumped from one rooftop to the next before leaping forward and striking the dragon's stomach with both of his feet. 'I feel like I could have beaten this guy a thousand times by now.' He flipped into the air, avoiding the dragon's attempt to crush him into the ground, and used his strength to stomp the beast's hand. 'I think I'm losing my strength somehow.'

Spider-Man took to the air, ready to web-swing away, but the dragon used his free hand to snatch him out of midair and toss him across the village. His body flew helplessly for several moments before it crashed through a window, slid across the marble floor, and bounced off a cabinet, causing its plates to fall around his frame.

"You know, just once, I'd like to be summoned to an island filled with lonely supermodels instead of anything that's willing to kill me." A cupcake teetered on the edge of a pan right above Peter. Pulling the lower half of his mask up, he reached out and took the treat in hand. "The ponies can cook here, too? Next thing you know, they'll be able to skateboard. They'd be a hit at a local circus."

His mouth watered, ready to perform a taste test on the delicious morsel, but his spider sense interrupted his train of thought. Peter peeked up and winced at the sight of a large yellow pupil locked on him through the window.

"Hey! This is mine! Get your own!" Spider-Man flipped to his feet, took the pan, and threw it directly into the dragon's eye. Screaming out in pain, the dragon brought his claws over his head. Peter scoffed, finally taking a bite out of the cupcake. "Man, these ponies cook as good as Aunt May," he chuckled.

Spider-Man jumped out of the house, landing by a large boulder. He peeked up at the dragon standing over him, his attention still on his aching eye, and came up with an idea. He aimed his hands at the boulder, spinning several strands of webbing around it but making sure to not cut off his end. He took a few steps back until the webbing stretched to its limit.

"I would say 'let's rock,' but that pun is so beneath me," he muttered before a smirk formed on his face. "But I'll say it anyway... let's rock!"

Extending his legs, Spider-Man sling-shot himself into the boulder, sending it airborne and into the side of the dragon's head. The impact caused the beast to stagger back before he fell through a house behind him, sending shards of wood and masonry all across the village. Spider-Man landed on the dragon's stomach and glanced at the scattered debris around him.

"I must say, big guy, you really brought down the house. Now do me and these good ponies a favor. Stand still while I deliver the coup de grâce."

That same instance, the dragon wrapped its clawed hand around Spider-Man's entire body with the exception of his head and neck. He reared the man closer to get a close up of his swollen eye. Peter chuckled at first, but once the dragon roared, he could only let out a small set of whimpers.

"I know what this is. I'm in a dream! Any minute now, I'm going to wake up and find myself late to class. I'll wake up soon," he prayed to himself, clinging to what little hope he held on to. "If not, I'm sure that pony will come up with a spell any second now, and this weird experience will become just another moment in my bizarre life! Then I can sleep this off. Right?" The dragon snarled even louder, turning Peter's skin a shade as white as snow. "...right?"

The dragon's roar ended abruptly with low laughter replacing it. Peter's masked lenses widened at the sound. "You are wrong, little one," the dragon growled. "My master has plans for your friend, Twilight Sparkle."

Spider-Man shook his head and tried to squirm free, but the dragon's grip was too firm. "Okay, first off, Darth Vader called, and he wants his voice back." He continued his struggle, managing to free one of his hands. "Second, I'm just visiting. You couldn't have timed this any worse. Third, what creep do you work for? Fourth, what does he want with her? And fifth, can we have a do-over? I'm kind of going through a power failure at the moment. Let me recharge my batteries and we'll partake in something more friendly. How does musical chairs sound? Or-"

The dragon snorted, blowing Spider-Man's head back. "You're an annoying one. I work for the Spirit of Disharmony and Chaos, Discord, and he will return Equestria to a state of eternal chaos."

"Discord? Nah. My life is already full of that," Spider-Man shrugged, causing the dragon's eye to twitch involuntarily. "Seriously, can you put me down? I'm growing light-headed..."

The dragon snarled, tightening his grip on Peter. "You are lucky my master only wants to send a message. Otherwise, I'd crush you here and now."

His entire body going limp, Spider-Man exhaled, "Duly noted."

The dragon reared his claw back, but a flash of light erupted from underneath his feet. His body began to fade away into the night, much like a ghost would. His fanged mouth formed a wicked smile. "It's a shame his spell is temporary, but don't worry. You'll see me alongside my master three months from tonight."

Peter groaned. "You better make your reservations then. Once we're booked, it'll be hard for us to hold your table."

"Go on and make your jokes. If you're the best Twilight Sparkle could find, my master will have no problem taking over in the future. The Elements of Harmony will not best him a third time." His wicked smile widened. "Especially now that he knows how to best the Element of Magic."

His brow furrowed underneath his mask. "What are you talking about? Elements of Harmony? Next thing you'll tell me is that friendship is magic."

"My message has been sent. Tell the ponies my master wishes them the best of luck."

An awkward silence filled the space around the two, but it ended once the dragon threw Peter as hard as he could before his body completely vanished from existence. Peter's screaming echoed across the skies of Ponyville and through the outskirts of Everfree Forest until he crashed into the lake, causing a splash to match the height of the trees. His head spun at the point of impact, causing his eyes rolled into the back of his head. He tried to move his muscles, rowing his hands against the water, but he remained still, a sign his super strength had long left him.

His thoughts raced, trying to piece his crumbling mind back together. His consciousness continued to slip, and he slowly started to breathe in the water around him. He growled inwardly. The magic sapped his vast endurance as well. Peter finally surrendered to his subconsciousness as his body steadily sank into the cold depths of the lake. However, a silhouette approached him from above and hovered over his limp frame. Peter watched her golden hair flow gracefully with the flow of the water and the moon's light reflected off her large green eyes despite the darkness of the water around them. She pulled him over her shoulder and paddled to the surface with surprising speed.

Once they reached the surface, she gasped for breath and peered back at her passenger. "Ya'll okay there, partner?"

Peter attempted to respond, but water escaped from his mouth, forcing him to cough out the rest. "No," he bluntly said, allowing his head to rest completely against the pony's golden mane.

She chuckled. "Nah, Ah' reckon' you wouldn't be. Fluttershy told me you were fighting that dragon back in the village by yourself. Ah' don't know whether to call you brave or crazy."

"I don't know if it's the brain trauma, but I didn't hear a word you just said," he said to himself but loud enough for the mare to hear.

She peered back, prompting Peter to glance up and admire the snow white freckles on her face. "It's okay. I also heard you saved my friends, Rarity and Rainbow Dash. That's awful brave of you. I'm Applejack, by the way."

"Applejacks? But it's too late for cereal," he slurred. "Sorry, Ms. Talking Pony. I'm going to take a nap now..." He murmured finally passing out from exhaustion.

The girl turned around, but a blue streak in the sky brought her gaze skyward. Rainbow Dash slipped through the limbs, slowing to a hover once she was a few feet away from Applejack. "Is he okay?" she asked, unaware she was inching closer to his being.

Applejack nodded. "He's okay. The fella took a nasty fall, but Ah' managed to fish him out of the river." Concern filled her eyes. "What about the village? Is that dragon still running amok?"

"That's the weird thing. There's no sign of him. It's as if he completely disappeared."

Both ponies shared a glance before Applejack shifted her shoulders and peered back at the masked man. "Well, Ah' reckon we should be grateful for whatever our friend here did." Her brow furrowed. "Ah' don't mean to point out the obvious, but what exactly is this fella?"

"Applejack! Rainbow Dash!" a voice called out and echoed through the forest.

Rainbow Dash's eyes widened. "Twilight? Is that you?"

Galloping through the forest, Twilight brushed through an assortment of tree limbs and stopped between Rainbow Dash and Applejack. She paused, her violet eyes softening at the sight of the man on Applejack's shoulders, but she recollected her nerve and frowned. "Girls, it's urgent. Princess Celestia has summoned us. Fluttershy, Rarity, and Pinkie Pie are already on their way to meet with her now."

"Hold your horses there, Twilight!" Applejack blurted out, planting her hoof down right after. "What about this fella on my back? We can't just leave him here."

"We aren't leaving him," Twilight replied. She turned, swallowing the lump that formed in her throat, and closed her eyes. "Princess Celestia wants to see him, too."

Before anypony could react, Peter's body glowed with crimson energy before exploding in a bright flash of light. Applejack slammed her eyes shut, bracing herself for impact, but her emerald irises opened at the lack of any damage occurring. She glanced around aimlessly, trying to figure what happened exactly. However, Rainbow Dash and Twilight's agape jaws caught the blonde's attention. She followed their lines of sight, turning her head to the man on her back, but something was wrong, evident by the horror that filled Applejack's eyes as well.

His form had changed drastically, matching the mares standing around him. A horn protruded from his forehead, managing to tear his mask slightly and allow his mane to escape. The same happened with his newly formed tail. Somehow, some way, the man had transformed into a pony. As the mares around him panicked at the sudden change, Madame Web nodded her head, causing the orb in front of her to disappear.

'Spider-Man... your greatest trial begins now.'