Our hero awoke in a dark alley, surrounded by empty colt .45 cans and heroin needles. He didn't pass out or anything, obviously, he just took a nap.

He quickly rubbed one out and stood up. He took a nice, long swig of whiskey and finished the bottle off, before tossing it aside as he started to make his way out of the alley.

"You know... you shouldn't be in a dark alley all by yourself..." a voice said from above our hero, causing him to stop dead in his tracks.

A dark figure rappelled down from the rooftops and hung in front our hero. She, judging by the sound of her voice, was dressed in all black, making her basically invisible. All that Spiderman could make out was a pair of large, green eyes.

"You can't tell me what to do, I'm batman!" our hero shouted at the mysterious mare.

The dark mare facehoofed, before reaching under her mask and pulling it off, revealing her identity.

"Hi sempai lawl," our hero said to Cheerilee.

Cheerilee rolled her eyes. "You can't let me have any fun, can you?"

"Nope lawl," Spiderman responded.

The ninja mare smiled, pulling up our hero's mask slightly and planting a light kiss upon his lips. It lasted a few moments, before pulling away with a light blush.

"...I swear that's supposed to happen the other way around. Lawl," the nano-suit wearing superhero stated.

"Probably... do you have a costume?" Cheerilee inquired.

"Costume?"

"It's Nightmare Night."

"Dafuq is Nightmare Night?" our hero inquired, "Some sort of Satanic celebration where everyone has orgies in the streets while kids are fed poisoned candy?"

"What? No. It's just some innocent celebration where ponies dress in costumes and eat candy."

"Bitchin'. Give me a second to change lawl," Spiderman said.

The mare turned away from our hero to give him some privacy. She heard some rustling and whisperings about the 'da booty' while she hummed to herself as she waited for Spiderman.

"Lawl done." our hero finally said.

Cheerilee turned around, only to find all that Spiderman was wearing a red bowtie.

"S-spiderman, w-what the hell?!" she stammered.

"It's my costume. Lawl."

"What are you supposed to be?" the mare asked, feeling her cheeks heat up.

"Pee-Wee Herman," our hero said.

Cheerilee facehoofed, before replacing her mask. "L-let's just go, okay?"

"Lawl k."

Our hero and his waifu walked out into the streets of Ponyville, his limp dong dangling loosely between his legs.

"Mum!" a voice with a British accent called out.

Cheerilee immediately jumped onto Spiderman, covering him up with her body.

Pipsqueak trotted up to the two, followed by a certain blue alicorn.

"Yay! Group hug!" the young colt exclaimed, galloping up and hugging our hero's leg while looked at the two with an amused grin.

"Are we interrupting something?" the empress inquired.

"Lawl no."

Spiderman pulled a speedo out of his ass and quickly put it on, allowing the mare latched onto him to slide off without scarring her adoptive son for life.

"Did you get any candy, Pip?" Cheerilee inquired.

"Of course. What kinda casual can't get any candy on Nightmare Night?"

"I like this kid lawl," our hero commented.

"Right, well, I suppose it's to get a move on. It's getting a bit late for you, Pip," the mare said.

"But-"

"No buts, Pip! A young colt must get his rest. Come along!"

Pipsqueak sighed as the mare walked off, before looking to our hero. "I got your back, mate."

"Thanks bro lawl."

The two fist/hoof bumped each other before Pip ran off after his mother, leaving only our hero and Princess Luna.

"So, Spiderman, what-"

"OBLIGATORY SEX SCENE FLASHBACK!" Spiderman shouted.

"OH GOD SPIDERMAN, WHAT ARE YOU DOING?!" the empress demanded in her ROYAL CANTERLOT VOICE™.

"I'm going to stick my pinky in your belly button," our hero responded.

"OH GOD- wait, do ponies even have belly buttons?" Luna inquired, genuinely confused.

"WE'RE GOING TO FIND OUT!"

"AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!"

"AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!"

"...what the hell, Spidey?" the alicorn inquired.

"Sorry, too busy not giving a fuck to give a fuck," Spiderman stated.

The mare facehoofed.

"Hello there, old chap."

Our hero twirled around like a ballerina and struck a pose as he faced the source of the voice, spotting his gentlemanly raptor companion, who was dressed a dragon. He was accompanied by Fluttershy, who was dressed like the green Power Ranger.

"It's been a few chapters since we last had each others company," Fluffles said.

"Yeah lawl."

"We don't hang out enough," Fluttershy threw in.

"Blame the readers, not me. Lawl,"

"Excuses, excuses. I am supposed your servant, not sitting around the house like some sort of house pet," the raptor said.

"Nigga, your name is Fluffles. How do you expect anyone to take you seriously?" Spiderman inquired.

"MY NAME IS-"

"WHAT?!"

"MY NAME IS-"

"WHO?!"

The raptor smirked at our hero, getting what he was going for. "S-s-s-slim Shady."

Our hero walked over to a group of children nearby and cleared his throat. "Excuse me! Can I have the attention of the class for one second?"

"Umm... sure?" one of the kids responded.

"Hi kids! Do you like violence?" Spiderman inquired.

"Yeah! Yeah! Yeah!" they responded.

"Wanna see me stick Nine Inch Nails through each one of my eyelids?"

"Uh-huh!"

"Wanna copy me and do exactly like I did?"

"Yeah yeah!"

"Try 'cid and get fucked up worse that my life is?"

"Huh?" the kids asked in confusion.

"My brain's dead weight, I'm tryin to get my head straight but I can't figure out which Spice Girl I want to impregnate-"

"Ummmm.." one of the kids tried to interrupt.

"And Dr. Dre said-"

"Slim Shady, you a basehead!" Empress Luna said with a pointed hoof.

"Uh-uhhh!" Spiderman protested.

"So why's your face red? Man you wasted!"

"Well since age twelve, I've felt like I'm someone else cause I hung my original self from the top bunk with a belt," our answered, "Got pissed off and ripped Pamela Lee's tits off and smacked her so hard I knocked her clothes backwards like Kris Kross. I smoke a fat pound of grass and fall on my ass faster than a fat bitch who sat down too fast.

"C'mere slut!" Spiderman said to Fluttershy, who immediately blushed and backed away.

"Shady, wait a minute, that's my girl dog!" Fluffles protested.

"I don't give a f**k, God sent me to piss the world off!"

"God dammit, Spider-"

"Hi, my name is-"

"What?"

"My name is-"

"Who?"

"My name is S-s-s-slim Shady."

"Hi, my name is-"

"What?"

"My name is-"

"Who?"

"My name is S-s-s-slim Shady."

Our hero ran up the street with Princess Luna, Fluffles, and Fluttershy in tow as he caught up with Pipsqueak and Cheerilee.

"My English teacher wanted to sex with me in Junior High," Spiderman said.

"Spiderman, what the-"

"Only problem, my teacher was a guy."

"I'm not a-"

"I smacked him in his face with an eraser," our hero said, preparing to smack the teacher before him, but instead opting to smack Cheerilee on her perfect booty.

"S-senpai, not i-in public." the mare protested.

Spiderman ignored her. "I chased him around with a stapler and stapled his nuts to stack of papers."

"Owwwwwwwwwwwwwwwwwwwww..." the ponies around him said.

Our hero continued on, the other ponies reluctantly following him, having nothing better to do other than watching his shenanigans. "Walked in the strip club, had my jacket zipped up. Flashed the bartender, then stuck my dick in the tip cup."

Spiderman walked to Cheerilee's house, where his camaro was still parked. He climbed into it, and the other ponies did their best to squeeze inside. He turned on the car and revved his engines, before accelerating down the street, running down anyone who got in the way. "Extraterrestrial, killin pedestrians, rapin lesbians, in a spaceship, while they screamin at me-"

"LET'S JUST BE FRIENDS!" a pony whom he just ran down shouted after him.

"Ninety-nine percent of my life I was lied to," Spiderman said, "I just found out my mom does more dope than I do."

"Damn!" Fluttershy exclaimed.

"I told her I'd grow up to be a famous rapper, make a record about doin drugs and name it after her."

"Oh thank you!" Spiderman's mother said from the depths of hell.

"You know you blew up when the women rush your stands and try to touch your hands like some screamin Usher fans."

"Aaahhhhhh!" a group of teenage mares screamed in agony as our hero ran them down.

"This guy at White Castle asked for my autograph-"

"Dude, can I get your autograph?" a pegasus asked, hovering outside the camaro's window.

"So I signed it: 'Dear Dave, thanks for the support, ASSHOLE!'" our hero said as he signed his autograph on a notepad, before throwing it in the pegasi's face.

"Hi, my name is-"

"What?"

"My name is-"

"Who?"

"My name is S-s-s-slim Shady."

"Hi, my name is-"

"What?"

"My name is-"

"Who?"

"My name is S-s-s-slim Shady."

"Stop the tape! This kid needs to be locked away!" our hero exclaimed suddenly.

"Get him!" some cops shouted as Spiderman's wanted level increased, though they didn't really bother chasing him.

"Dr. Dre, don't just stand there, OPERATE!" our hero exclaimed, "I'm not ready to leave, it's too scary to die-"

"Fuck that!" Pipsqueak exclaimed, before being bent over and spanked by his adoptive mother.

"I'll have to be carried inside the cemetery and buried alive."

"Huh yup!" Fluttershy said."

"Am I comin or goin? I can barely decide. I just drank a fifth of vodka -- dare me to drive?"

"Go ahead," Empress Luna said.

"Wait, aren't we already-" Cheerilee began to say, before Pipsqueak shushed her.

"All my life I was very deprived, I ain't had a woman in years, and my palms are too hairy to hide."

"Whoops!" Fluffles said.

"Clothes ripped like the Incredible Hulk, I spit when I talk, I'll fuck anything that walks. When I was little I used to get so hungry I would throw fits: HOW YOU GONNA BREAST FEED ME MOM? YOU AIN'T GOT NO TITS!"

"Spiderman... what the fuck are you smoking...?" Luna asked the question everyone was wondering.

"I lay awake and strap myself in the bed, put a bulleproof vest on and shoot myself in the head."

"BANG!" Pip exclaimed, shooting a toy gun at our hero.

I'm steamin mad, and by the way when you see my dad?"

"Yeah?" Fluffles inquired.

"Tell him that I slit his throat, in this dream I had." Spiderman said.

"Hi, my name is-"

"What?"

"My name is-"

"Who?"

"My name is S-s-s-slim Shady."

"Hi, my name is-"

"What?"

"My name is-"

"Who?"

"My name is S-s-s-slim Shady."

The car went silent as our hero finished his song. Spiderman pulled his camaro over in the middle of Ponyville, where the night's festivities were still in full swing. He opened the car and got out, the others quickly following.

"Spiderman, can I present you an inquiry, old chap?" Fluffles asked.

"Lawl k."

"What's it with you and Eminem?"

"It's simple. Me and him both don't give a fuck. Lawl."

"That makes sense," Cheerilee commented, before turning to Pipsqueak, "Alright, now let's go home."

Pip sighed. "Okay..."

"But sempai..." Spiderman moaned.

"I'm sorry, but-"

"I don't give a fuck!" our hero exclaimed, plucking up Pipsqueak from the ground and running away.

The ponies stood there and watched him run off with the colt in confusion.

"...what the fuck just happened?" Cheerilee asked.

"Welcome to my world," Fluttershy said, leaning against the teacher.

"Fluttershy... Spiderman never hangs out with you anymore..."

"I know..." she said sadly, "Fucking voters."

"Cheers mate!" Pipsqueak chirped happily as Spiderman set him down, "The night is too young for bedtime. We must gather more booty."

"Did you just say we need to gather booty? We just ran away from a lot of high quality booty."

"No, Spiderman, I mean like buried treasure."

Our hero looked at the little colt strangely.

"...I'm a pirate."

"Lawl k. Let's jack some shit."

"Now we're talking, mate."

Time Turner, better known as Doctor Whooves for some fucking reason, rose from the couch as he heard somepony knock at the front door, likely more trick or treaters. With a smile, he walked over to the door, grabbed a bowl of candy, and opened the door.

"Trick or- OH SNAP, OVERRATED BACKGROUND PONY!" Pipsqueak exclaimed in shock.

"JESUS CHRIST HOW HORRIFYING!" Spiderman exclaimed, before snapping the poor stallions neck.

The two stood there in silence for a couple moments, before Pip kicked the corpse and spoke up. "GRAB THE STUFF!"

Spiderman grabbed the bowl of candy and quickly fled the scene, the small colt in tow.

After evenly dividing the large candy bowl, our hero and Pipsqueak dug into their haul, ripping their piles of candy like a pair of lions feasting on their fallen prey.

"There you are!" a familiar voice called out. Spiderman glanced up from his haul to see a certain bootylicious mare trotting their way.

"Oh snap! It's the fuzz!" Pip exclaimed.

"Lawl," our hero lawled.

"Come on Pip, it's late. Time to get some sleep... we got a big day ahead of us tomorrow," Cheerilee said.

This piqued the colt's interests. "Big day?"

"Yes, so you need to come with me and stop playing with Spiderman."

"Fine... but can I have some ice cream tomorrow?"

"Perhaps, if you come along."

"Okay mum," the young colt said, before turning to our hero, "bye Spiderman."

"Lawl bye."

As Pip started to walk away, Cheerilee walked up to him. "Though I'm mad you kind of... kidnapped him, I appreciate you taking him out and actually doing stuff with him."

"Eh, it's not like I give a fuck or anything, sempai," our hero said with a shrug.

The mare smiled and placed a small kiss on Spiderman's cheek. "Get some rest tonight, Spiderman. You may need it tomorrow."

"Lawl k."

Our hero stared up at the ceiling above him as his sugar-high slowly died down. For some reason, where alcohol and drugs failed to do anything to him, sugar managed to effect him.

Spiderman glanced over to the raptor sleeping peacefully in the old doge bed beside him. Somewhere, deep down behind the lack of fucks and shits, our hero did kind of feel guilty for not doing anything with him. Shit, who doesn't spend every waking with a fucking talking raptor who sounds like Nigel Thornberry and goes around with a monocle and top hat? Not our hero apparently.

Our hero looked back up at the ceiling above him. Maybe-

Spiderman's view of the ceiling was blocked by the face of a familiar ninja mare. "Come on Spiderman, we must go."

"Why? Lawl."

"It's time to fulfill our destiny's. We must travel to my homelands and train in preparation for the coming journey."

"Lawl k," our hero said, rising from the couch. As he grabbed a few things and threw them in a duffel bag, Spiderman glanced over to his sleeping raptor companion.

"Hmm..."

Fluffles the gentlemanly raptor yawned and smacked his lips as he awoke.

Something was wrong...

The raptor's eyes widened as he realized that he was in a completely different room now. The archetecture was obviously Japanese in nature, and it certainly wasn't the quaint cottage that smelt oddly of fecal matter he fell asleep in. He rose from his bed and rushed out of the room he was in, not even bothering to grab his monocle and top hat.

He slid open the front door and found himself in a winter tundra, on the summit of huge mountain.

"WHAT IN THE NAME OF FUCK?!" Fluffles demanded.

"Lawl," he heard a familiar lawl from behind.

He glanced behind him and spotted his master/bro standing behind him, his mask off as he casually ate away at a carrot. "What's up, doc?" he inquired.

"Spiderman...?"

"Yeah?"

"Why the fuck are we on top of mountain in some sort of ninja village?"

"Because I need to fulfill my destiny as the ninja's Keanu Reeves and since you're my servant and bro, you're coming with me."

"Oh..."

Spiderman went back inside as the gentlemanly raptor took in his view, before realizing what our hero just said. "WHAT THE FUCK?!"

Well guys, that's the end of Act II. Beyond a few training chapters, Act III won't begin until I finish with my other project, the remastering of Haylo: A New World. As usual, I recommend you check it out, as I'm putting a shitload of effort and time into it. I also need to take a break from 60's Era Spiderman so I can get some schoolwork done, as I've been slacking in my homeschooling recently. Unlike 60's Era Spiderman goes to Equestria, I don't need to be constantly working on Haylo: A New World.

I hope you guys enjoyed this chapter. Sorry for being a few hours late for the Halloween special. I had to play parent and take my brother trick or treating.

If you don't actively participate in my random ass blogs or read Haylo: A New World, I'll see you guys when I continue Act III in a month or so.