Make sure to vote on the poll. ^_^


Chapter Eighteen "Second Thoughts"

The train ride seemed to have lasted an eternity, but after a long couple of days, the group had finally arrived in the city of Manehattan. Unlike the village of Ponyville, the buildings of the city were large, both in size and number. Each pierced the sky, reaching for the clouds overhead, and the inhabitants filled the streets to the brim, like a swarm of ants gathering around a picnic. Several food stands sat on every street corner, their tempting aromas luring dozens of ponies to their vicinities.

Billboards with various advertisements hung across the city, from the top of buildings to the back side of the food stands. A large balloon floated gracefully in the air, allowing its flag to drift mercifully at the wind's beck and call. One would say this was Equestria's version of a blimp. Even a newspaper caddy stood, holding the latest news in hoof and screaming at others to read all about it. To most, this would come off as a bit chaotic.

Peter's lips curled into a smile. For him, it almost like home.

He sat perched on the side of a building with his mask pulled halfway over his face, revealing only his snout and mouth. The girls were already on their way to the Manehattan Palace, but Peter decided to head off on his own, figuring it'd be best for Spider-Mane to meet with Spitfire right away. After all, he had to learn about the rules, map, and stipulations. Pulling his mask down to conceal the rest of his face, Spider-Mane stood up straight and peered down, admiring the view from the magnificent height the skyscraper provided.

However, a blue streak speeding through the sky caught his eye, more so when it approached him at a dangerous velocity. Peter remained still, waiting for his spider sense to give him a fair warning, and once it never came, the stallion flipped from his position to the edge of the building above, landing in a squatted position. Suddenly, the streak came to a stop in midair just inches away from Spider-Mane, revealing a familiar rainbow-patterned mane and tail.

"Rainbow Dash? Why aren't you with the others?" he asked, tilting his head to the side. A realization came into mind, causing Spider-Mane to shift his sight from the Pegasus to his current surroundings. "And how did you find me?!"

As her wings flapped to keep her body airborne , Rainbow folded her hooves and scoffed. "I followed you."

Spider-Mane lowered his head, unable to hide his gawking expression through his mask. "You did what?!"

Rainbow waved her hoof dismissively. "I had to make sure nopony saw you. Changing in an alleyway is pretty risky, you know."

Peter grinned. "If I didn't know any better, I'd say you were stalking me, Skittles."

"Shut up! It's nothing like that!" She shot back, flustered. As Spider-Mane beamed, chuckling at her expense, Rainbow closed her eyes in an attempt to tune out her raging thoughts. "I just wanted to go with you to see Spitfire." Her voice was unusually soft, coming off as a plea, and she knew it, clearing her throat afterward. "I mean, for all I know, you won't make it to the hotel. Seriously, you think you can make it there on your little webs?"

"Can I make it on my little webs? Ha!" Spider-Mane sarcastically replied, holding his hooves out in an awkward pose. "I'm the guy who made web-swinging original."

"Is that a fact?" Rainbow raised her brow, shifting her violet gaze to the streets far below. Despite holding a smirk, a look of worry filled the mare's features. "You sure it's safe? I mean, it's a long drop."

Shifting his hooves to mimic a bodybuilder, Spider-Mane posed for a second time. "It's a good thing I have super strength and durability. I can survive a drop from here. And then some." He added lately, recalling a time he fell from twenty stories. 'Stupid Vulture... jamming my web-shooters like that. I'm just glad that car broke my fall.'

"Since you're so sure, how about we put you to the test?" Rainbow turned around, aiming her sight across the city, and after a few moments, she pointed her hoof in the direction of a particular building, its golden design making it easy to spot. "There's the Manehattan Palace. I'm gonna fly ahead." She shot the stallion a confident glare. "See if you can keep up."

Peter placed his two front hooves on his vantage point and lifted his lower body until his lower hooves hung overhead, holding the position to display his sense of balance. With his costume practically etched into his skin, it was easy for Rainbow to pick up the detail in Peter's muscle structure, not that she ever cared about that sort of thing. For a complete dork, his frame was nothing short of impressive. He wasn't bulky in the slightest, yet it was easy to see how much he worked out.

Rainbow's mind went blank. She immediately chided herself for thinking about Peter like that, of all stallions. Her lips curled into a scowl. She corrected herself. A stallion was to be the absolute last thing on her mind, let alone one with a blabbermouth that could match Pinkie Pie's. Unfortunately, Peter started doing pushups in his current position, and Rainbow suddenly found her intake of breath sorely lacking. Rainbow bit down on her lip, praying that the thoughts would simmer down much sooner than later.

Fortunately, Spider-Mane flipped back to his squatting position. "Sounds easy enough. I have just two words for you: bring it on!"

Rainbow let out an exasperated groan. "That's three words, you-" That same instance, Spider-Mane leaped from his position, vaulting inches over Rainbow's head. "-idiot?"

Speeding into a free-fall, Spider-Mane readied to crash into the pavement waiting below, but before he could meet with such a fate, he shot a strand of webbing out of his hoof and swung his way to the side of a smaller building. Keeping his momentum, Spider-Mane bound off the surface and flipped into the air before resuming his web-swinging. Rainbow watched with her mouth agape, the inner sanctions of her spirit wanting to let out a heart-wrenching squeal of delight, but she tuned out her thoughts, refusing to fall into the ranks of a fanmare.

Extended her wings, Rainbow allowed gravity to guide her and fall after the costumed stallion. Spider-Mane landed perfectly on his hooves on the roof of a building before taking off in a full-speed gallop. Using all of his strength, he jumped as high as he physically could, managing to vault completely over the building in his path. With the speed of a bullet, Rainbow sped past Spider-Mane during that same moment, giggling as she left the bewildered stallion behind. Launching a strand of webbing, he held on for a deep swing, managing to close the gap between himself and the Pegasus.

"There it is!" Spider-Mane cheerfully yelled as they neared their destination. Releasing his webbing, he dove directly over Rainbow Dash's frame and galloped to maintain his speed. "I'll see you on the roof!"

Rainbow merely nodded a response before disappearing in a multicolored streak, zipping across the airwaves at breakneck speed. Once close to the Palace's roof, she slowed down immensely, skidding across the terrain until her momentum ceased entirely. Spider-Mane hurdled over a small vent and landed in a hoofstand position before launching himself high into the air. With the Palace directly underneath him, he allowed gravity to guide him for one last free fall. Once close enough, the stallion performed a series of flips, finding a way to gracefully land in his signature squatting position.

Paying no mind the death defying act he performed, Spider-Mane scratched the back of his head and chuckled. However, a sudden lingering feeling surfaced from within Rainbow Dash. For a moment, she felt all of the air leave her body, forcing her to breath as quickly as possible to regain her oxygen, but it was not from exhaustion. Even her pores opened, leaving several beads of sweat to form on Rainbow's forehead. Again, this was not from the exercise. Feeling sheepish, Rainbow let out a high-pitched squeal.

"Oh, my gosh! That was so cool!" She brought her hooves up and clapped uncontrollably, the giddiness in her motions becoming more apparent. Rainbow tried to say more but only managed to squeal for a second time, her voice cracking even. "You were awesome just now!"

Peter brought his hooves up defensively. "What? I was awesome? You left me in the dust!"

Rainbow's mind begged for her mouth to stop. "Yeah! The way you flipped!" She mimicked one of his previous moves, spinning in midair, but her wings prevented her from meeting with the ground. "And the swinging! You made it look so easy!" Her speech nearly became incoherent due to its speed alone.

Never had Peter expected this reaction, but he understood in a sense. With the small buildings in Ponyville, web-swinging was severely limited, almost impossible to perform. If anything, he was still able to leap from one rooftop to the next, but it came off as nothing short of parkour at best.

"Well, uh, thanks?" he stammered, unable to accept the compliment gracefully.

With a cheeky grin, Rainbow pressed her hooves together and edged closer to Peter, her violet irises just inches away from his blank lenses. "I wasn't so sure about this at first, but I know you'll be able to keep up with Spitfire now!" She gulped and blinked awkwardly, gasping for air. "With moves like yours, you'll be able to steal the show!"

Much to Rainbow's surprise, Peter turned away. "I wanted to talk to you about that, Rainbow." His voice deepened, hiding all traces of silliness within. His mind egged him on, knowing this course of action was in everypony's best interest. Nodding his head, Peter refaced the Pegasus. "I... don't want to race Spitfire."

Within the blink of an eye, Rainbow's demeanor morphed drastically, turning from complete giddiness to utter despair. She landed on her hooves and shot a glare at Peter, unaware it came more off as a look of plea. "Why? You accepted the challenge!"

"I did, but..." Peter inhaled deeply, bringing his hooves over his face. "I was thinking it'd be better if you raced Spitfire instead."

Rainbow paused. "What?" Her brow furrowed as a small realization came into mind. "Hey... where's this coming from?"

Despite his mask's design to hide facial features, Rainbow could feel Peter's gaze fall to the ground. "I use my powers to help those around me, not show off. I did that once, and I lost my uncle because of it. I have great power, but I don't want to use it irresponsibly. Besides..." He placed his hoof on Rainbow's shoulder. "Everypony's told me how badly you want to be Wonderbolt. With your speed, this is the perfect chance for you to earn your spot and-"

"Dude, shut up." Though her voice was firm, it seemed to only contrast the smile she held. "That's nice of you, like really. I mean, really, that means a lot." Knocking his hoof away, Rainbow placed both of hers on his shoulders and made sure their gazes remained center on each other. "But I will not forgive you if you throw this away."

"But I-"

Rainbow jerked his shoulders once, cutting his protest short. "Look. I know it hurt when you lost your uncle." She bit down on her lip and rolled her eyes, attempting to keep her sorrow at bay. "With great power comes great responsibility. I get that, but I think you need to lighten up a bit. You almost don't know how to enjoy yourself. I think your uncle would want you to have a little fun, right?"

Peter weakly shook his head. "Yeah, but what about the Wonderbolts? Don't you want this chance?"

"Oh, stop being stupid!" She shook his shoulders this time. "I'll become a Wonderbolt one day, and when I do, it'll be because I earned it." Relinquishing her grip, Rainbow took a step back and playfully tapped Peter's side. "Look at it this way, it'd be irresponsible if you just quit now. You have ponies counting on you, and you can't let them down."

A form of rebuttal was necessary, but Peter cringed at a peculiar sight. Rainbow's large eyes widened, and within her gaze was not the toughness Peter was so familiar with but a great hint of softness. The smile she bore was light, gentle as the breeze that blew through her colorful mane. For such a tomboy, Rainbow certainly looked like a girl, a beautiful one even. It was unfair. Even Rainbow Dash, the epitome of rough, the same pony that beat Spider-Mane like a drum halfway through the Everfree Forest, resorted to the puppy dog eyes.

"Please?" Her voice cracked. "For me?"

"Hng!" Peter groaned as his hoof met his forehead with a sad clop. 'And it's working.'

His mind nagged him, begging to ignore the girl's pleas. Sadly, this caused Peter to focus on her words, which was even worse. It was clear he did not care about fame or glory, and his friends knew that. With great power comes great responsibility. It was a saying Peter followed dutifully, but somehow, some way, Rainbow used it against him. If he had the power to accept the challenge, it was only right he'd have the responsibility to see it through.

Defeated, Peter held his hooves out and sighed. "All right, Skittles. I'll do it. You sure you're okay with this?"

Rainbow smirked, giving Peter a low hoof. "Dude, I'm a thousand percent sure. You're going to race, and you're going to win." She said with full confidence, earning a chuckle from the stallion. Suddenly, a familiar feeling erupted from within, causing Rainbow's chest to burn. "But hey..."

Her words fell in the back of her throat. The more she looked at Peter, the more intense these feelings grew. Rainbow's mind grew furious, hating what her heart was experiencing. Peter was already a pretty cool stallion. He was strong, fast, and nice to her friends. Her cheeks burned with the same sensation at another thought. He was quite cute though, granted in a geeky sort of way.

"That was really cool of you, Pete," she said affectionately, shaking her head immediately after. 'For the love of Celestia, what is wrong with me?' Rainbow laughed forcefully, desperate to avert any unwanted attention. "We should hurry and see Spitfire." She flew over the edge of the building and held her place in midair, keeping her back turned to Peter. "What are you waiting for? Come on!"

Luckily, Peter paid her frazzled state no mind, dumbly shrugging his shoulders in response. He quickly joined her side by the edge, but as it seemed he was prepared to jump, Peter shook his head.

"Hey, Skittles. Do me a favor, okay?" He gazed at his hooves, pulling the sleeves up to reveal the web-shooters latched to his skin. "I'm going to tour the city for a bit longer. Talk to Spitfire and give me the details when I make it back to the hotel later."

"Peter." Her tone was sweet, full of sincerity, as she turned to face him, her colorful mane rippling over her eyes. "All right, but you so owe me." She smiled. "Try not to change in any alleyways."

"Only if you try not to stalk anypony."

Rainbow dropped into a free fall, prompting Spider-Mane to follow her example. Firing a strand of webbing across the street, he gave the Pegasus a friendly wave before swinging off into the distance. The heat in her cheeks refused to dissipate, and her mind grew ever fuzzy. She could not explain why a dork like Parker was having this effect on her, but evident from the crimson blush on her features, it was clear a part of her didn't mind the oddity.

Rolling her eyes, Rainbow groaned. "Idiot."


A couple of hours had passed, but for Peter, it felt as if only minutes had gone by. He swung throughout the skies and leaped across countless buildings, taking in as much of the city as he could, both physically and mentally. It was reminiscent to his time at home, but with the lack of baddies and a job, it meant more time for him to have fun. Rainbow's words echoed throughout his mind without mercy. Even though he had a new life, Peter refused to take anything lightly.

"Is it wrong? I mean, I have to lead by example, right?" He murmured, releasing his webbing mid-swing and landing on the side wall of the nearest building. His mind ached, forcing Spider-Mane to let out a desolate sigh. "I really didn't think this through... OH, GOD!"

His outburst was sudden, the figure of a dark blue alicorn appearing before him in a bright flash of light.

"Outworlder! It is time we talked!" Luna strongly stated, her wings flapping to keep her frame airborne.

"Luna?!" Spider-Mane babbled, shifting his head about.

Once Luna's horn glowed, he raised his hooves in a futile defensive attempt, but it was for naught, both ponies disappearing in a bright flash of light. That effect was instantaneous. Peter only just now prepared to verbally demand an explanation, but his words fell into his throat at the change of scenery around him. He immediately recognized the settings of the castle from his night at the Gala. However, this only added to Peter's frazzled state of mind.

"Canterlot? What the heck am I doing in Canterlot?!" he screamed, his voice bouncing off the castle marble interior.

"Peter..." a voice gently called from behind, causing the stallion to turn sharply on his hooves. Next to Luna stood Princess Celestia, their differences in height apparent. Shaking her head, the sun goddess shifted her sight from Luna back to Peter. "It is time for my sister to learn the truth."