Over the new u tech building Radiance sighed she remembered the plan Peter studied the meds not to keep the resurrect alive but to end them! He was going to undo this necromancer but the undead need to be contained while they redied.

She held her hands out making an energy jar around the building, it was her job to drop it!

Inside peter was releasing a gas as Ben growled! Ben was dressed in a copy of Peter's suit blue replaced by black, red replaced by white making him the tarantula!

Tarantula, "nice try peter but my mask has air filters just like yours this gas won't get my resurrected ass!" he said flipping up to an upper floor as the decaying forms of undead now anthro equestrian creature people he knew came in, " by the way sense Gwen isn't going to be able to say this she is angry you couldn't save you and she heard you call yourself peter while trying to save her! She hates you for not revealing who you where to her so she could dump you and save her neck literary! Lot of that form the ones you failed!" he said spinning a web to go higher.

Saddle ragger charged in knocking away a minotaur as she said, "it's not your fault I've seen the evil of your world it's to strong to stop all the time!" she said trying to cheer peter up.

Peter just stepped around a zombie one of Gwen stacy and he said, "Gwen Stacy the first love I had I couldn't save! Couldn't protect my daughter form Goblin!" he said punching the face of an undead green goblin into it's skull it probably wasn't Norman but it still felt good.

Zapp was summing a cloud into the room and using wind to spread the gas that would end the resurrections but a metal foot knocked her down and she looked up to see standing on her was an earth pony in blue metal armor and a mask with crazy long legs, " Call me stiltmane!"

the power pony tried to make lighting strike it but he said, "Nice try my armor is grounded form lighting stirkes!" he jumped his legs shrinking only to grow again knocking her down into the sewers as he laughed, "and your barrier isn't three 3d we can go under it! Zombies braking containment thanks to a guy in stilts!"

before a zombie could get close Masked matter horn fired ice freezing it and the zombies near it, "NOT ON YOUR UNLIFE BUDDY!"

Fili-second was running smashing the frozen zombies! "this is so fucking fucked! As a human would say!" she said watching Peter chasing after his evil double, "evil with Peter's handsome face not right!"

mare-velous roped stilt man's leg and gave a pull ripping it off , or at least the part that let him grow his left leg leaving him hopping around on one crazy long leg as he said, "not funny lady!"

A moment later the lizard jumped out biting the upper part of the leg making him fall over where his helmet cracked giving stilts a breath of the gas that would make him redie.

the lizard stayed their the power ponies backing away form how pony like it's form was "curt conners the lizard at your service ladies I have no need for the clone anymore! I gave my resurrect wife and son the potion that make me a reptile so they can regrow faster then they riot truly bring them back and already evacuated them this morning!"

more undead poured in around them as masked matter horn said," then defend this ice patch! If it brakes they are out and who knows how many they could infect with zombie before they rot away!"

Unknown to them they had a little sneak along.

May in her costume was crawling through a vent to something she thought felt like her dad but she knew wasn't. She also knew it wasn't uncle Ben she saw him earlier she set off her spider sense this thing didn't.

she came to a basement in a cage was a giant spider with creepy humanlike eyes as she got out of the vent she looked it in the eye removing her mask as she said,"…. Uncle Kaine!" she said sadly crying.

the spider trashed wildly as May looked to him, " I heard the story! You tried to save me but couldn't the goblin's helper made a building fall down and you had to save the people inside! And you lost the trail! It's me Mayday parker! Thanks for trying to save me uncle Kaine!" she said trying to reach in to the bars but the spider hissed but her eyes glow as she put a hand on his head.

the spider's eyes cried as May sadly said, "I love you uncle Kaine!" the spider's eyes glow when she jumped away hearing a groan form an undead being coming in and in a moment the spider broke free of it's cell and stood between it and her using it's fangs to bite in it's head killing it before flipping May on to it's back as it moved along the walls biting and smashing through the ranks of the undead pouring in to keep her save.

the spider hissed and it sounded like, "Leave my …. Niece alone!...I….am….KAINE!...THE SCARLET SPIDER!" it said hissing as it's shell cracked!

Meanwhile above.

spidermane and the tarantula were fighting above! Spider leg to spider leg Claw to claw, flame thrower to flame thrower in a mirror match as they kept going higher till they where almost to the door to the roof.

Ben said, "you can't win better I know just what you are going to do!" he said clashing spider legs with Peter's while wall crawling on the side.

Peter was in a perfectly mirrored way as he said, "that goes both ways Ben and I don't' need to win I need to live! Unlike you! Admit it! you where going to let the hair dye go and replace me!"

Ben laughed as he said, "Guilt as charged brother!" before he heard a roar and in a moment his suit was slashed by a stinger.

their moving past him as Kaine now in an anthro version of his scarlet spider suit landing below them looking up, "I AM DONE PAYING FOR YOUR SINS! MAY RESTORED ME!"

Peter then looked up to See may at the roof door saying, "with great power comes great responsibility!" She then went outside to the roof to wave at Radiance.

In side Ben's suit repaired but he screamed the gas got in, "WHAT HAVE YOU DONE! WHAT HAS THAT LITLTE BTICH DONE!" he screamed a large decaying spider exploding out of him as it roared, "I AM DYING AND PAYING FOR MY SINS AT ONCE!"

Kaine then sung his tail with like peters was covered up to the tip as he said, "better you pay for your crimes then me!" he said crawling up to be, beside Peter who he was now shorter then as he said, "Ready brother!"

Peter happily said," Always Kaine my one and only brother!" Ben then charged at them as the two good spider brothers swung forward into action!

Meanwhile below the lizard hissed biting out a zombies throat to make the head fall off and shatter on the floor as he spit and hissed at the gross taste.

Fili-second was out running them using what looked like glass as a make shift knife to stab them in the head, "How long till they are zombie goo?" she asked.

masked matter horn looked at a timer at her waste, "if spidermane's math is right an hour!"

Saddle ragger sighed as she smashed a zombie head in just her left palm, "we are going to work hard to day!"

an hour later Radiance dropped her construct and passed out on the roof with may patting her back, "you did good Radiance!"

above the power ponies came to see Kaine and peter looking at an empty hollow spider shell as Peter held the spider emblem that made Ben's suit , " Well it's over! Enjoy the flames Ben!" he said getting up.

Kaine nodded "yeah I'm going to go say good bye to May this city doesn't need a second spider brother!" Peter and Kaine then hugged as Peter said, "Don't be a stranger Kaine!"

Later on back at the tower.

Peter was about to remove his costume and take off back home with May but before he could do a thing Radiance removed his mask and kissed him.

She then stopped and fili-second did the same, followed by masked matter horn, mare-velous Zapp and finally saddle rager who picked him up to kiss him before setting him down all of them red.

Peter stumbled back in shock," ….what is happening!"

matter horn rubbed her arm, nervously, "we know it's not your standard but sense mares out number stallions sharing is normal So please Peter prancer the spidermane accept us the power ponies as your herd!"

the parker then let out a stunned, "ok"" and all six hugged him.

May was in the corner and blinked, "does this mean I have six mommies now?"

Zapp happily said, "yes it does.

to be continued.