Rainbow: WHOA!

ML54: What?

Rainbow: Oh sorry, just had to get my bearings from this tonal shift into crazy town!

Twilight: Yeah, this chapter is kinda...silly.

ML54: Oh, I'm sorry. Did one of you want another dark chapter, or can we have a little bit more of a lighthearted chapter for some breathing room?

Twilight: *Blushes* Um...okay.

ML54: Well, yeah, this idea is kinda silly, but I decided hey, why not? Besides, I haven't done much with Featherweight so...well I'll let you guys found out. Disclaimer!

Lyra: ML54 doesn't own My Little Pony or-

No Need For a Hero

Eight Weeks after the Fall of Ponyville

Sweet Apple Acres

"What do you mean, go get help?!" Pinkie cried out, looking amongst the others for clarification.

"We mean that staying here and sitting on our asses is getting us nowhere," Flash answered, looking amongst the whole group, who had gathered around for breakfast. "We can't just stay here forever! Sure, we have food, but what happens when Ponyville runs out of medicine, baby supplies?" He said, pointedly nodding towards the cake twins.

"Not only zat, but our recent pregnancy scare as vell," Blitzkrieg added, causing Applebloom to shudder and lean more against Spike, who wrapped an arm around her. "Vee are ill equipped to handle such matters, so finding help vould be in our best interest."

"What about the Crystal Empire? I thought we were going there," Soarin asked, knocking Applejack on the shoulder when he caught her narrowing her eyes at the dragon out of the corner of his eye.

"Zat iz quite ze journey, I'm afraid, vee must think of ze short term," The Germane pony answered, waving towards the horizon. "Ve cannot carry too much food, or it vill slow us down, but too little and ve shall starve to death. It vould be in our best interest to find other survivors and set up safe points."

"Exactly," Flash concurred, setting a map up so everypony can crowd around it to see. "We've listed a few buildings from the map, like cabins and such, that we can clear out, build defences around so that, if we get caught out too far, we can rest there for the night."

"And it should help other survivors too," Blitzkreig finished. "Ze first one is about five miles to ze West. About a two hour walk if vee take our time. Once there, vee will have a safe point zat a team can rest before moving to the next point seven miles from zere and so on."

"Until we have a safe road to the Empire," Flash finished, pointing out the red line that connected all the points together going all the way to the Empire. "And since the distances are shorter, it wouldn't be too much trouble to escort larger food supplies to store at the safe zones."

"That might actually work," Twilight mentioned, fairly impressed. "And if we leave maps in each of these safe zones, other survivors will know where to find us or how to get to the Empire too."

"Exactly," Flash agreed, before he cleared his throat. "So that means that me and Blitzkrieg are going to need a team to clear the first safe zone out. I scouted it yesterday and believe that we should only need three other ponies. Any volunteers?"

"Ah'll go," Applejack offered, trying her hardest not to send Spike anymore dirty looks. "Besides, some time away might be good."

"I'll go too," Soarin offered, nodding to the sky. "You'll need some help clearing out the floaters anyway."

"And you'll need me to set up some protective enchantments, so I guess I'll go too," Twilight finished, noticing Flash's worried look, however, she waved a hoof dismissively. "I'll be fine, Flash, besides I'm the only one who knows intricate magic like that."

Flash blinked, then rubbed the back of his neck, sheepishly, almost as if he forgot he was talking to the resident savior of the World, three times over. "Uh yeah, don't know what I was thinking."

"Vell zat is sorted," Blitzkrieg interrupted, already cringing at the thought of having to travel with two couples, or in the case of Flash and Twilight, may as well be a couple. "Tower duty for ze day vill go to Lyra, Ditzy, Thunderlane and Rarity. Teaching duty goes to Pinkie. Farming duty goes to Macintosh and Rainbow Dash. Nurse duty to Fluttershy and cooking duty goes to Granny Smith."

"Ya darn tootin' it does!" Said mare replied, waving her ladle in the air. The group chuckled, lightly, at the old mare's comment.

"Ze vest of you get a free day, as always you are free to help anyway if you vant. Dismissed," Blitzkrieg finished, causing the group to disperse except him, Flash, Twilight, Soarin and Applejack. "Ve leave in ze hour, so get together vat you need."


"Alright Rainbow, we'll start with tha..." Mac cringed when he looked up and noticed that she was already setting up baskets to catch the dead leaves from the trees.

"Done," She said, not even deeming to look him in the eye. "Go and kick the tree, I'll set the others up."

"Rainbow-" He started but she was already gone. She had been doing that a lot over the week, after Fluttershy had kissed him in front of her.

He sighed and turned to kick the tree.

"Wow, harsh," He cringed again, noticing Pinkie was now there.

"Aren't you supposed ta be teachin'?" He asked, looking around to see if he can find any of the kids around.

Pinkie waved him off. "It's Saturday. I guess in all the excitement, Blitzkrieg forgot."

Mac blinked and sighed, slumping against the tree he was supposed to be kicking. Pinkie looked sympathetic, but he waved her off. "Ah'm fine."

"You're clearly not," Pinkie mentioned, shrugging. "First you find out you're related to me so you can't ask me out an-"

"How'd you know about that?!" Mac exclaimed, his face flushing and eyes wide. Pinkie rolled her eyes.

"It was kinda obvious after how dejected you looked after I told you," Pinkie answered, grinning. "I'm happy-go-lucky, not stupid."

"...oh," Mac let out, blushing in full-blown embarrassment now.

"Aw hey now, I'm not mad," Pinkie assured him, grabbing him by the cheeks, trying to force his lips into a smile. "And if it makes you feel better, if we weren't related, I'd jump at the chance to date ya. It just wasn't meant to be."

It did lift his spirits a little. It was hard to stay completely miserable around Pinkie, after all, so he lifted his lips slightly to show her a grin.

"That's better," Pinkie grinned, bouncing back with a little confetti spilling out of her mane. "Now where was I? Oh yes! Now you're having relationship troubles with Rainbow Dash and Fluttershy! That's gotta suck."

Mac sighed, his good mood dissipating almost as soon as it came. "Ah know. I didn't think Fluttershy felt that way about me and Ah was already havin' enough trouble figuring my feelin's for Rainbow. Now Ah can't make one happy without upsettin' tha other!"

"That is a pickle," Pinkie piped in, putting a hoof to her chin.

"Exactly. Ah thought, maybe, if Ah didn't date either of them it'd be okay, but that's just makin' all three of us unhappy-"

"Polyamorous!" Pinkie suddenly exclaimed, causing Mac to jump.

"Um...bless you?" Mac asked, confused by the sudden noise she made.

"No silly, you, Rainbow and Fluttershy can have a polyamorous relationship!" She explained, but noted Mac's tilted head. "It means that you love them both and are dating both, with them both also dating you and maybe even each other."

"Ah...well Ah don't know if they'd be into tha-"

"Don't worry, I'll ask!" Before he could stop her, she rushed off to find Rainbow Dash.

Mac blinked once, before his hoof slammed into his face. "You know, a floater falling on mah head sounds pretty good right now..."


Featherweight groaned as he fell back against one of the hay bale beds in the barn. "Why'd I let you convince me to do that?"

Scootaloo, who was laying down on top of the bed, tilted her head down, so that she was facing him upside down. "What? I thought you'd be into it?"

"You know I don't do sports, Scoots, and Spike kicks like a friggin' mule on steroids!" He cringed, holding a hoof over his gut, where Spike had kicked the ball.

Scootaloo rolled her eyes, extending a hoof to rub the area. "There, that better?"

Featherweight flinched, noting that her hoof was rubbing dangerously close to another part of his anatomy and he pushed it away, lightly, chuckling awkwardly and his face flushing. "Actually, yes, that feels a lot better, thanks!"

Scootaloo blinked, glancing down at where she was rubbing, then grinned mischievously, moving her face closer. "What's the matter? Can't handle a little filly like me?"

"W-what?!" He said, noting the lack of space between their faces and turned his face away to duck out from under her. "I don't know what you mean. I guess you're a lot tougher than me, so I guess I can't-"

"Aw c'mon Feather," She said, her eyes half lidded, brushing her side against his and flicking his flank with the end of her tail, causing him to flinch back. "You know you want to."

"T-too young?" He squeaked, backing up a little. Oh great, backed into a corner! How am I going to get out of this?! He thought as his flank hit the corner of the barn, Scootaloo pressing her chest into his, the smell of her heat brushing past him.

"I know you want me, I've seen you looking..." She whispered, causing him to shudder. "Just let me-"

Before she even finished that sentence, Featherweight shot his right fore-hoof into the air and shot out a strange white, fluid that attached to the ceiling before he followed it away from her, hanging from said ceiling.

Needless to say this snapped Scootaloo out of it as she looked up at the spindly colt with wide-eyes and jaw on the floor. "N-no way...Y-you're Sp-"

Before she could even finish that sentence, he shot his hoof out again and that same fluid attached to and sealed her mouth shut, before he used another shot to lift her up to him before Dinky walked into the barn.

"Guys! We're going to play cops and robbers if you want to-" She then sniffed the air and backed out, slowly. "Oh um...Nevermind! I'll come back later!"

Featherweight was going to yell that they weren't doing anything but she had already left and he sighed. Great...

He then looked up at the suspended filly in front of him, now looking more angry than anything and he grinned, sheepishly, as he took the white stuff off of her mouth.

"You're Spiderpony!" He cringed at her volume, putting a hoof to his lips to tell her to quieten down.

"I'd rather everypony didn't know, thanks," Featherweight said, before sighing and walking along the ceiling to fetch a saddlebag from the corner and opened it, showing her a red mask with black web patterns and two, large white eyes, putting it on.

"...and yeah, kinda...I retired a while ago," He mentioned, flipping over and letting Scootaloo down so they can sit on one of the support columns.

"Why didn't you tell any of us?" Was her first question, to which he rolled his eyes.

"Because there wasn't really a good time to do so. We had enough problems as it was without me pointing something like this out."

"That's not a reason not to tell!" Scootaloo shot back, prodding him in the chest. "Don't you have, like, enhanced senses or something! The Foal Free Press was always talking about it!"

"Diamond Tiara liked to exaggerate a lot," He said, rolling his eyes. "But to some degree, yes I have a spider sense, but before you say anything, it only works when I'm in danger!" He interrupted before Scootaloo could yell at him. "I couldn't have predicted that that trotter would attack Rainbow Dash."

"Oh...I guess that's how you knew those floaters were falling, huh?" Scootaloo mentioned, bopping him on the head. "You were gonna be the first one hit."

"Luckily..." He replied, before he noticed her tearing up. "Hey, what's up?"

"...Why couldn't you save them?"

Featherweight blinked before he figured out what she was talking about. "Your parents, right?"

"You saved me, why couldn't you save them?!" She suddenly yelled, finally being able to get some answers about her parents. "They were on the same carriage, they were right next to me, why did you only save me?!"

"I tried to save them!" He said, ripping his mask off. "I tried my best but they...th-they..."

"They?" Scootaloo croaked, tearing up a little. "Who's they?!"

FLASHBACK

"Hey look, there's something on your face!" A black masked Minotaur blinked, before he looked to the left, noticing a pony, dressed in red and blue, punch him right in the jaw, sending him down to the ground. "It was pain!"

He noticed two more Minotaur's approach, pointing rifles at him, so he pointed his hooves forward and shot out some web fluid to jam both of them, before they pulled the triggers and the gun barrels exploded, Featherweight swinging over and smacking them both in the face with one hind-hoof each.

Using the momentum, he sprung to the side and smashed open the side window of the moving train, shooting out another web to attach to the train, so he can swing round and smash into the next carriage, slamming right into a forth Minotaur, causing said Minotaur's face to slam into the glass opposite.

"Sorry dude, you missed your stop. Bad guy rejects had to get off at the last station," He grinned, turning and shooting out a web to tie up the last Minotaur and finding the hostages he was looking for.

One orange filly with a purple mane, one yellow stallion with a purple mane and a red mare with a blonde mane. "Okay folks, no need to panic, your friendly neighbourhood Spiderpony's here!" He grinned, quickly getting to work, untying the three.

He noticed that the filly was unconscious, but the mare and stallion were awake and looked fairly relieved. "Thank you son, you have no idea how scared we were," The mare said, before she noticed the silhouette of some eight limbed Minotaur from behind him, with four limbs much longer than the others.

"How about I show him, first hand?" Featherweight's spider sense went off like crazy and a metal appendage wrapped around his hind-leg and threw him out of the window.

Reacting as quickly as he could, he shot another web out onto the roof of the same carriage and pulled himself as hard as he could to smash through the skylight and slam his back-hooves into the skull of the Minotaur.

"Doc Ock, should've known it was you! This whole operation smelled fishy!" He quipped, quickly taping two of the four metal appendages from the Minotaur in front of him to the wall away from the hostages.

"Make jokes all you want, bug boy, but I'll be the one to have the last laugh," The doctor laughed, sending electrical currents down on of his free arms and sent it towards his nemesis.

Luckily, Featherweight's spider sense warned him in time to jump up and avoid the metal tentacle before it connected with him, letting him latch onto the ceiling and hang upside down.

"Funny, I always thought kidnapping was beneath you, Ock, what's the game plan?" He said, flipping out of reach when he tried to grab him. "You get a few thousand bits and go shopping?"

"Hardly! Those two hostages happen to work for a world class pharmaceutical company! I'll release them and the girl, after I get the last component I need to finish the cure to my own, specially made virus! With it, I can release it and sell the cure for as much as I want! I'll make much more that way, than with a simple hostage exchange!" He said, cackling like a mad man, not noticing Featherweight before he was smashed in the chest by one of the tables, webbing tying him to said table.

"There, you just stick around here for a while, the guards at the next station really want to hang out with ya," He grinned, going to finish untying the three ponies.

Just as he finished, Doc Ock grinned, maniacally, pressing a button on his belt. "Oh but Spiderpony, if I'm going down, I'll be going down by my terms!"

Just as Featherweight was going to ask what he meant, an explosion sounded as the train carriage started to rattle and shake, uncontrollably. "What did you do, Doc?!"

"Oh, I just blew up the engine...and the brakes," Featherweight's eyes widened as the carriage lurched to the right alarmingly far.

Without thinking, he shot a web around the three hostages and told them to hang on before jumping out of the window, leaving the doctor in the carriage, still laughing like a lunatic.

He quickly shot another web at the side of the mountain and told the stallion of the group to brace his hooves as he hit the side of the mountain, the stallion doing the same, but cried out in pain as a sickening crunch was heard from the bone.

Featherweight cursed his stupidity for not thinking about the fact that he has enhanced strength and the Pegasus below him is probably just as fragile as any other Pegasus."Hold on! I'm gonna try and-"

His words were cut off when the train finally lurched too far and fell from the side of the tracks, hurtling just above them, down the side...

...some loose debris, however.

Featherweight flinched as his spider sense rattled around in his head, swinging back and forth to avoid as many shards of glass, pieces of burnt metal and a wheel or three. Swinging back and forth, however, was causing his webbing attached to the three ponies below him, when combined with their weight, to fray.

He heard a mare's scream and looked down, noticing the web between them fray, not noticing when a chair slammed into the back of his head, causing his grip on the mountain web to loosen, before he snapped out of it when they started to fall again.

However, when he got his grip back, the tension in both webs suddenly strengthened and the web below's thread got thinner.

Featherweight glanced at the stallion, as he looked his wife in the eye, then motioned down to their daughter, who was still unconscious and was only held by one of two webs strands.

He saw them mouth some words together, before they maneuvered the orange filly up, pulling the web strands off of her, taking a little of her orange fur too.

"You better look after her, Spidey!" The stallion shouted at him before they tossed her up to him, causing the thread to snap.

"NO!" Featherweight cried out, quickly shouting out a web to save their daughter, quickly retracting it so that he could properly hold onto her, but there was nothing he could do for the two adults.

He thought, maybe, that they'd spread their wings to fly away before he remembered one small little detail...

...they were tangled in his webs.

He watched, helplessly, as two of the ponies he came to save disappeared down the side of the mountain, before he sighed, slung another web and headed over to Ponyville.

END FLASHBACK

"They were found two days later, my webbing dissolves after an hour so no-one knew it was my fault...Well. Except me," He finished, turning the mask around so he could look it in the eyes, rather than the girl whose parents he had gotten killed.

"You..."

"Yes, I did..." He interrupted, throwing his mask back in the saddlebags, look the other pony in the eye, who looked about ready to kill him. "I was being reckless! I thought I had everything under control, I thought that spindly little Featherweight could carry three ponies across ten miles of Equestria by himself, two of them being twice his size! I got cocky and I got two ponies killed because of it!"

"Why didn't you shoot another web and catch them?!"

"Because I had to grab you, I didn't have time!" Featherweight answered, turning his back to her. "And I had promised your dad...I promised him I'd look after you."

Scootaloo flinched , raising an eyebrow at that. "Huh?"

"Who do you think pushed you out of the way of that water-tower two months ago? Or distracted that changeling while you ran to safety?" Featherweight explained, running a hoof through his mane.

"...why did you stop being Spiderpony?" Scootaloo asked, not liking the flutter her chest made when he said that last part.

Featherweight sighed, looking out the window and watched as Rarity and Sweetie Belle were talking and giggling with each-other. "The reason I became Spiderpony was to help ponies, to be a hero...but we already had heroes, six of them. But I thought, 'hey, how hard can it be?'"

He suddenly teared up and punched one of the support beams to the left, causing it to shudder at the impact and splinter slightly, causing the filly to jump. "It turns out, it's very hard! You have to lie to those you care about, you have to face danger that you're not sure you're ready for, but most of all, you have to learn that sometimes, the heroes lose!"

"I lost that day, Scootaloo, sure Doc Ock was defeated and he never got that chemical, but two ponies lost their lives! And a little girl lost her parents and never even got to say goodbye!" He vented, finally having someone to talk to about all of this, even if that someone will hate him by the end of this.

"I stopped being Spiderpony because I wasn't ready! I wasn't a hero, I was a stupid kid who got super-powers and thought he could save the day!" He finished sniffing as he felt the tears start to fall more. "I was no hero..."

"You were mine," Scootaloo finally decided to say, putting a hoof to his chin, so that she could lift his eyes to meet hers. "You saved my life that day, that's gotta count for something, at least."

"Of course it did," He assured her, putting his hoof over hers, smiling weakly. "Every life saved counts, but every life lost does too."

"So how many lives did you save?" She asked, tilting her head to the side. "Cause you've been Spiderpony for a while, right?"

"Since we were eight," The thirteen year old answer, putting a hoof to his chin.

During the changeling attack on Canterlot, he had secured a tower full of ponies and held off changelings attacking there, Scootaloo being one of them...of course, he wasn't Spiderpony at that stage but still.

When he first got his powers, he tangled up a mugger, holding up an elderly stallion at gun-point.

Two months in, he fought of a group of Griffins attacking Manehatten.

Five months in was his first confrontation with Doc Ock, who was trying to cause a blackout in Ponyville General Hospital.

Tonnes of his successes suddenly sprung to mind, but so did a lot of his failures.

His failure to fight off Nightmare Moon while Twilight and her friends went through the Everfree forest, he had ended up waking up a few hours later in a tree, late for school.

His failure to save Ponyville from being Discorded, where he grew four more hooves and got to experience being the Pony-Spider. He shuddered.

That time he failed to stop the bunny stampede through Ponyville. At least it had been something cute that time.

His tears fell a little more when Scootaloo raised her other hoof behind his back and pulled him into a hug. "I'm sorry you had to...to go though all of this on your own."

"I'm sorry I didn't tell you until now," He replied, wrapping his own hooves around her. "I should've-"

"Don't ruin the moment," Scootaloo interrupted, squeezing him a little tighter. "Today's already been kinda exposition-y enough, yeah?"

Featherweight felt his shoulder getting a little wet and felt his own tears falling again. "Yeah."

After a few more minutes, Scootaloo piped up again. "Maybe you should wear the mask again," Featherweight blinked as she continued. "We could use your help, taping up a few trotter mouths before they can chow down sounds pretty helpful."

Featherweight leant his head on the side of hers and sighed. "...I'll think about it."


Lyra: -Spiderman.

ML54: Sorry, had to cut her off to avoid spoilers.

Rainbow: *Raises eyebrow*Why do we have a disclaimer anyway?

ML54: In case someone sues me.

Rainbow: Who's going to sue you? Disney? Nintendo?

ML54: You have seen Nintendo with YouTube, right?

Rainbow: ...Point taken.

ML54: Please R&R and thanks for reading, especially this turn into wackiness!