Lee really, really, hates spiders, with every fiber in his being. Tonight, on Nightmare Night, those feelings increased seven-fold. As Applejack and Lee stood beholder to the great, purple, spider demon. The hatred and several other thoughts processed through his human brain, leaving him silent after the sky-bound scream.

One of the thoughts was, how did this all happen? Another was, why? The third and most integral musing was, is Lee going to meet his end in a strange land full of talking ponies, without achieving his dreams of rising above the black hole called suburbia, and reaching lands of accomplishments and wealth? This thought sent the most fear through him.

Applejack was stricken by Lee's cry which had been followed by solemn silence.

Applejack shook it off and gave the rest of her attention to the tremendous, purple spider that visibly cringed from Lee's screeching, "You can talk, eh? How 'bout ya' tell us what the hay ya' want with Ponyville!"

The spider's dripping mandibles clicked several times before forming booming words, "I WANT TO FEAST! I, Arachne, have been sleeping for so many centuries... I have been so hungry... however, I could not wake... but..." the spider demon shuddered in delight, "that was when the most delectable scent crossed my way... the scent of a dark power even older than I. My children's spirits, sleeping within the bodies of these lesser arachnids, have awoken with my call, and we will not stop until we find that oh-so desirable magic..." Arachne's individual hairs began to bristle with anxiousness, "WHERE IS IT?! GIVE IT TO MEEEEE!!!!"

Arachne roared and raised her clawed legs in preparation for an impaling strike. Before she could bring the appendages crashing down, a blinding flash of light had caused her to reel back. This light's source was a Princess Twilight Sparkle who had blinked between the two parties.

She smiled and declared, "Not today, Arachne!" and with a shine of her horn, Applejack, Lee, and Twilight were blinked from harm's way, leaving the spider demon shaking with fury.

The three were blinked inside Golden Oaks Library. Those present were Twilight, Rainbow Dash, and Spike. Lee ran to the nearest window and peered at the scene below. Groups of the pony-sized spiders had amassed at the borders of the library but could not quite make it past the sign. When the occasional daredevil spider would launch itself at the great tree, it would simply bounce off of a purple magic sphere encompassing the library.

Lee leaned away from the window to see Spike at his side.

His costume's cloth was ripped, and his armor was scratched at various places. "Lee, are you alright?"

Was Lee's melancholic silence still present? Not at all.

"No, I am not alright, LOOK OUT THE F*CKING WINDOW!!!"

Rainbow Dash, dressed in her Shadow Bolt costume, zipped towards the two, "It's crazy, I don't know why we're still in here when we should be squashing those stupid bugs!"

Twilight put down the book she was reading, "Actually, Rainbow, those aren't bugs at all! They are arachnids."

Lee faced her, and assumed an un-amused expression, "Bitch, no one gives two f*cks about that, and can someone tell me WHAT THE ACTUAL F*CK IS GOING ON?"

Applejack nudged Twilight, "To be fair, sugar cube, Ah' think Lee's on the right track. Do ya' know what the hay we're dealing with?"

Twilight snapped out of her nerdage, and floated out a different book. She flipped the pages until she found what she was looking for. She turned the book for us all to see. The page depicted an image of Arachne chasing a bunch of ponies, along with a paragraph to explain it. "Here is what I could gather about the spider situation. The smaller spiders we're seeing—

"—small," Lee snorted, "right."

Spike stifled a giggle and Twilight returned to her discourse, "The smaller spiders are actually regular spiders we see around the town."

"Ah' believe that giant spider mentioned somthin' about controllin' them, before you rescued us, Twi'." AJ pointed out.

Twilight nodded in agreement, "Correct, Applejack, and that giant spider, Arachne, is the cause of all this. She apparently was some sort of spider demon that ravaged the countryside, some time during Equestria's founding. She feeds off of the innate magic of ponies. The more powerful the pony, the more food for Arachne."

Lee grimaced, "So it's probably bad that she wrapped up Princess Moon-Ass?"

Twilight could not stop her jaw from dropping through the floor, "WHAT?! Arachne has the princess?! But, that doesn't make any sense!" Twilight looked back to the book, "It's bad enough Arachne is going to feed off of one of the most powerful ponies in Equestria, but, that should be more than enough to keep Arachne full, why is she still hunting?!"

Lee thought back to the ranting, hysterical spider, and remembered her goal, "Spider-Slut said that she smelled some yummy black magic, and that she won't stop looking until she finds it. Therefore, we can conclude that Arach-Bitch is saving her stomach for that tasty shit." Lee held his hands out, to cease the nonexistent applause, "Thank you, I know I'm amazing."

Twilight curled her lip, "Save her stomach? That's not very sensible."

"Hey," Spike begins to reason, "I aged that one fire-ruby for months, saving it until it was perfect. The spider-thing is probably using the same principle."

Lee nodded in respect and fist-bumped the bro-dragon. "See? L'il Nigga here gets it."

Twilight rolls her eyes and sighs, "I guess you're right. But, if Arachne is willing to starve herself even more for the flavor, then that must be some extremely powerful and extremely old magic she's looking for. The problem is, I can't think of anything that powerful in Ponyville! The Alicorn Amulet would have awoken her long before, so I know it's not that."

Rainbow Dash impatiently buzzed overhead, "I'm done with just sitting here. Why aren't we out there, solving the problem!"

Twilight scans the book a final time, "All the book says is that Arachne eventually fell asleep from feasting on magic. Then a group of powerful unicorns cast a spell so that she wouldn't wake up for a very long time... but the spell they're talking about only works when the target is already asleep, and it requires too long to cast." she closed the book, put it away, and sighed. "I would have suggested the Elements of Harmony, but Applejack already told me Pinkie's in the web. I'm at a loss here..."

Suddenly, Spike's eyes grew wide with fear.

He clutched the sides of his helmet, "Ohmigosh, we need to save Rarity and Fluttershy!"

Twilight nodded in assurance, "Don't worry, Spike, I already sent Owlowiscious to locate the two. He should be back—" then she heard a pecking at the window. Twilight smiled, "—that's him right now!" Twilight opened the window with her magic, and the intelligent owl clutching a scroll flaps inside.

"Thanks, Owlowiscious!" Spike grabbed the scroll from the owl's talons.

He unfurled the scroll, it was a map of Ponyville. Owlowiscious had Carousel Boutique circled.

Spike peered at the markings, then back at the dutiful owl, "Is that we're Rarity is?"

Owlowiscious nodded and said, "Hoo."

Spike raised his eyebrow, "What do you mean, who? You know who Rarity is!"

Lee put a hand up, indicating the dragon to stop, "I'm just gonna stop you right there, buddy, before this shit gets out of hand."

Spike blushed, "Oh, right. Well, where's Fluttershy?"

Owlowiscious simply shrugged.

RD provided an answer, "I'm pretty sure she holed herself up at home the entire night. She's probably still there."

Twilight regarded the map and picked the first stop, "Carousel Boutique is closer to our current location, and Rarity is probably going to be in more trouble with the spiders. We need to head there first. Fluttershy should be fine, her cottage is farther away, and there weren't any spiders near there. Only problem is how we're getting there, I can't teleport us all there safely, I could blink us right into a web!"

Lee snapped his fingers, "We'll take my Altima. That bitch can go VROOM VROOM!"

"Great idea, Lee!" Twilight complimented with a smile, "We need to get going now. It's parked right inside the shield shell, so we should be able to get in safely."

The party of five poured out of the library and made a beeline for Lee's Altima. RD quickly took the passenger seat before the others could. Applejack rolled her eyes and sat in the the back seat with Spike and Twilight. Before Twilight entered the car, she cast a spell that shot purple light into the Altima.

"A reinforcement spell, your vehicle should take much more of a beating now!" Twilight explained.

"Swag."

Lee took the driver's seat and started the car with a push of a button. He revved up the engine several times, scattering the spiders outside the shield.

"VROOM, VROOM, MOTHERF*CKER!" With that war cry, Lee raced away from Golden Oaks Library, and ripped through the road to Carousel Boutique, the spiders keeping a clear ways away from the screeching car.

What occurred inside the car was quite interesting as well. Spike, who was somewhat used to Lee's seemingly insane driving, was faring just fine. Twilight and AJ on the other hand, hung on to each other for dear life, while RD was whooping and cheering with joy, enjoying the adrenaline rush. Lee approved of this behavior and would give her a fist-bump later.

It did not take very long to get Carousel Boutique, due to Lee's unbound speeds. When they reached the dress shop, they were horrified to see that the shop had been surrounded by dozens of the spiders, all clambering to get on top of the building, where a lone Rarity dressed as an Eqyptian queen attempted to fend off the eight-legged fiends with her giant rock, Tom.

Rarity spotted Lee's Altima full of companions and pleaded, "Help! Don't let the dastardly beasties touch me with their icky legs and gooey web!"

"RARITY! I'm coming!" before anyone could stop him, Spike dashed out of the car and ran for the surrounded shop.

"Spike, wait, we need to think this through!" Twilight reasoned, as she struggled to undo the belt buckle to go after him. Even Rainbow and AJ were having much trouble. "How do I undo this stupid thing?!

Spike was not listening, his attention was for the trapped mare. And luckily enough, the spider's attention was too. They did not even notice him bounce from spider to spider, as if they were hairy stairs. Spike leaped onto the roof, and stood proud, ready to rescue.

Rarity's eyes were a-glimmer with tears of gratitude, "Oh my Spikey-wikey, you've come for me!"

Spike heroically held out a gauntlet covered hand, "To me, Milady, we must hurry away!"

Unfortunately, as Rarity reached for his hand, she nor Sir Spike noticed the spider that had managed to climb onto the roof. She did notice, however, how quickly she was bound into a silky case, and promptly gagged to prevent whining. The spider roped her in, and hauled her off.

Spike fell to his knees and cried to the sky, "NOOOOOOOOOOOOOOOOOOO!!!!!!!"

His sorrowful vocals pierced the night sky, and caused the spiders to pause and writhe in pain from the sheer volume.

Spike found himself in the hold of Twilight's magic, and brought to her level on the ground. She had managed to free herself of the diabolical seat belt, although it was not fast enough to save Rarity. "We'll go back for her, Spike, I promise, but we would need to find Fluttershy! She could be in the same danger!"

Twilight carried him back to the Altima and strapped him in. "To Fluttershy's cottage!"

"Kk ho!" Lee revved up the engine, once again causing the spiders to keep their distance, and tore off through the streets, away from the many buildings of Ponyville, and towards the edge of the Everfree where Fluttershy hid.

When they reached Fluttershy's cottage, everyone ripped themselves from the Altima (now that the ponies could easily undo the restraints), ready for action. Spike jumped out, lance ready. AJ and Dash stood side by side, prepared to use their powerful legs. Twilight's horn was magic charged, shimmering in purple light. Lee had awkwardly rolled out and sprang into a squared combat stance, fists up, yelling, "NINJUTSU, BITCH!"

However, this battle-ready-formation was a bit pointless this time, considering there were not any spiders to be seen. Twilight, Applejack, RD, and Spike resumed their regular positions, seeing no danger.

RD huffed, "No action, this time," the rest nodded in agreement. Well, everybody, except one.

Did Lee take this as a call to relax and calmly explain the situation to the cloistered Fluttershy? Of course not, have you forgotten who he is?

"RAAAAAAAAAAAAAAWR!!!!"

Lee blindly charged and tackled through Fluttershy's locked door. The sound of splintering wood caused an, "Eep!" to emit from the nearby coffee table. Lee immediately flipped the coffee table over (yelling YOLO) and found the trembling Fluttershy sporting a football helmet and pillow armor. While Lee found this incredibly d'aww worthy, it did not deter him from grabbing Fluttershy, shaking her like a rag doll, and shouting, "GIANT PONY-EATING SPIDERS EVERYWHERE!!!"

"WAAAHAHAA!!" Fluttershy cried.

Lee slung her over a shoulder and ran out the house and back into the Altima in the fashion of running a football for a touchdown. He tossed her in the back, ordered everyone to get in the car. He hit the accelerator and took off, back to Ponyville's buildings.

While Applejack comforted the still trembling Fluttershy, Twilight called for the next step, "Now that we secured the Fluttershy, we can head back to Golden Oaks and figure out the next plan of action in defeating Arachne!"

Lee grimaced, "I would agree with you, but there's one problem with that."

Applejack frowned, "An' what's that?"

"Because Spider-Slut is blocking the way."

Sure enough, at the turn back to Golden Oaks, was Arachne in all her spidery splendor. Everybody, with the exception of Lee, simultaneously voiced their opinions on the issue at hand at a volume which leaked through the open windows, causing Arachne to freeze.

"AAAAAAAAAAAAAAAAAAHHH—"

"GRAAAAAAHHHH, YOU PONIES ARE TOO LOUD!!!

"WILL YOU SHUT THE F*CK UP," Lee scolded, "DAMN, I ALMOST HATE YOUR LOUD-ASS NOISE AS MUCH AS THE EIGHT-LEGGED WHORE OVER THERE."

While this shut the passengers up, it did not cease the gears that began to turn in Lee's head. Throughout the night, he had noticed one thing that remained constant in regards to the spiders behavior. Specifically when he revved up the engines when they crossed town. Lee had a plan.

He swerved around the still-cringing spider, "Here's your next plan of f*cking action!"and raced towards Town Square.

Arachne shook out of her noise-induced lock and roared, "YOU WON'T ESCAPE UNTIL YOU BRING ME WHAT IS MINE TO EAT!" The ever-hungry spider lumbered after Lee's speeding Altima, causing the ground to shake with each frantic step.

Spike glanced at the roaring spider demon with apprehension, "Uh, Lee? Care to tell us what that plan of action is?"

Lee smiled as he ripped into the town square, "All y'all need to know is to keep that f*cker busy while I get ready! Now get the f*ck out of my car!" Lee parked adjacent to the stage, and unlocked all the doors—including the trunk.

Twilight eyed the approaching spider.

Arachne's mandibles dripped with anger and venom, making her a very nervous Alicorn, "So... how do any of you propose to keep it busy?"

No one seemed to come up with an answer, well, except for Fluttershy.

She emerged from the Altima, took an audible gulp, and began to nervously step forward. "H..he...Hello there!"

Arachne stopped slobbering to assume confusion, "What?"

AJ whispered to Fluttershy, "Sugar cube, don't tell me y'all are goin' to try to have an honest to goodness conversation?"

Fluttershy ignored Applejack's skeptical tone, and continued talking with a pleasant voice, "How are you tonight, Ms. Arachne?
I understand that you are very hungry... yes?"

While Arachne was still perplexed by this strange tactic, she had unconsciously fallen under Fluttershy's natural ability to commune with nature's beings. "...yes... I haven't eaten in centuries! But I'm a patient spider, I'm saving my stomach for that deliciously dark energy... which I can feel a trace of on one of you... somewhere."

Fluttershy began to see the danger of where the topic was heading, so she attempted to change the subject.

"Oh, um, sorry... uh, are these pretty little purple ones your children?"

Arachne seemed to have forgotten what she was starting to think about, and followed Fluttershy's conversational lead. The two began to carry on an awkward conversation, all to give Lee the time he needed. What was Lee doing? Well... Lee had taken an item that hailed back to his home from his trunk.

He was on the stage now. He slipped under the large openings in the webbing and was heading for the still functional amplifiers. He took his seat behind a pair of the largest ones and plugged up the beloved guitar he had removed from his trunk. It was a sleek, black, electric Ibanez. He shouted into the nearby mic, "HEY, SPIDER-SLUT!"

Arachne broke away from the conversation and focused on the Lee who toted an electric guitar plugged to high-volume speakers. "THAT'S THE ONE, I FEEL TRACES OF THE DARK MAGIC ON HIM, YOU MUST KNOW WHERE!" The spider began to charge the stage, only to be halted by Lee's quick power chord. The melodious notes sent a thunderous echo of electric-awesomeness through the entire town.

Each of Arachne's spines bristled as the sound vibrated each hair uncontrollably, "STOP!"

Did Lee care about the agony and anguish of the demon spider? Did the continuous high volume play of his epic guitar say so?

Lee took a knee as he shredded his electric strings repeatedly, the sound reverberating through every object, to the excruciating pain of the immobile demon. At first, he was playing clearly epic songs, such as "Welcome Home", "Holiday", and "Kashmir", but he ended up slurring to incoherent strums which evolved into Lee playing the poor guitar by grinding it between his legs, as if he were a cheap, downtown club-whore.

The smaller spiders began to burst into smoke from the ear-splitting riffs, and Arachne herself was at her limit.

She uttered one final sentence, "I SHOULDN'T HAVE WAITED... SOOO HUNGRY... AND... SOOOO LOUUUUUD!!! With that, she burst into a great conflagration of purple flame and smoke, covering the heroic party with choking soot.

Nightmare Night had still continued on. The webs dissolved by themselves, the spiders returned to their normal lives, and no one had been hurt. Of course, Lee was the hero of the night. He was showered with candy, gratitude, and adorable pony hugs that even he could not have resisted.

Lee was back at Golden Oaks, hauling his massive plunder of sweets. However, before he turned in for the night, Luna wanted to talk to him about something. She stood before him in her Dangerous Mission Outfit, somehow bearing a serious expression in the D'awwwwable ensemble.

"The spider demon spoke of a dark ancient power, do you have any idea of what she was talking about?"

Lee shrugged, "Nope. She was just being a dumb bitch."

Luna chuckled at his hilareal antics. "Of course, the ages of life can addle the brain. I am just a bit worried. If something of such power is nearby, it would be dangerous to let it be, lest it falls into the wrong hands."

"Whatevs, no one found it yet."

She nodded in agreement. "True, but I must inform my sister of this when she returns from her diplomatic mission to the Griffin Kingdom."

"So THAT'S her excuse this time." Lee muttered.

"Anyways, I must return to Canterlot. I enjoy your letters, my assistant, feel free to visit sometime!" with that, Luna flew away.

That was when Lee noticed something about what she had said, "Did she just say she enjoyed my letters which bordered on sexual harassment?"

The human, Ditzy, and the raptor were still in the Everfree. And they were hopelessly lost. Ditzy nervously rubbed the back of her head, "Well, I know that Ponyville is just beyond here! Just not sure how to get there from here.... at least nothing attacked us all night!" Distant howling broke the limited peace Ditzy had pointed out.

The human snorted. "Nothing yet." He was almost surprised the book had not chuckled. After it gave off the vast amounts of energy, it had gone dormant. Perhaps things were looking up. Although he still wanted to chuck it into a furnace.

Author's Notes:

well, managed to pump this out in time for the deadline. Told you the answer wasn't as simple as fire. ENJOY!

Please comment and follow, I could reeaaaallly use the follows.