Spider-Man:New Dawn

by Secondchancer

Rating: teen
Tags: Crossover, Alternate Universe, Human, Twilight Sparkle, Main 6, Gore, Original Character, My Little Pony: Friendship is Magic, Comedy, Other, Romance, Adventure, Sex, Sunset Shimmer
Length: 11916

This story takes place two months after the events of Spider-Verse. This story will follow a spider and his journey to becoming a better hero

Peter Parker always tried to live his life as normal as possible even after becoming the hero known as Spider-Man but when the Spider-Verse event occurred Peters world expanded exponentially which caused him to question his place in the world, now two months after the event and summer ending soon Peter is heading back to school with new questions on how the world works and what it means to be Spider-Man.

Published 2016-04-27 01:40:01 UTC
Last updated 2018-03-25 20:47:18 UTC

Chapter 1

Flipping over to the next building a blur of red and black flew between the buildings landing on the next building a figure dressed in red/black spandex stood atop the building looking around the figure took a deep breath "Okay almost to school." priming his legs he began to run across the building reaching the edge he swung out his left arm shooting out a strand of white substance with slight hiss feeling the line go taunt he gave it a sharp tug lifting himself up using the momentum to carry him a few blocks before cutting the line he did a front flip before shooting another line while muttering "C'mon Parker first day of school can't be late to the opening ceremony !"

Sticking to the side of the building he looked around seeing his school his eyes going wide with excitement looking around he shot two lines at the edge of the building pushing himself back the lines he had shot formed a slingshot type design. The lines Groaned from the tension being produced the figure looked around making sure he had a clear shot at his school smiling under his mask he turned in time to see a young woman with shoulder length black hair looking at him in shock holding up a hand he said "Don't worry ma'am your friendly neighborhood Spider-Man will be safe...........probably." after speaking to the girl Spider-Man lifted both legs up he was immediately shot forward squinting his eyes slightly Spider-Man felt the massive G's on his bodies as he reached the building he quickly shot out a line it caught squarely on the side of the building feeling him immediately stop he flew backward into the building fracturing the side of the building groaning he said "Gotta *COUGH* work on that."

Cutting the line Spider-Man landed onto the ground getting down in a kneeling position he looked around the edge he saw nobody walking around the grounds cocking an eyebrow he pulled back behind the building quickly standing up he began to change into his civilian clothes, he quickly put on a light blue shirt with black cargo pants. Taking off his mask Spider-Man revealed a youthful sixteen year old face that was slightly tanned, the young man had short brown bedroom hair running his hands over it he tried desperately to pat it down while shoving the mask into one of the pocket in his shorts, his dark brown eyes quickly scanned the surrounding trying to find any signs of life before making his way inside "Oh come on I can't be-"

"Late again Mr. Parker ?" a voice spoke up behind him gulping the teen turned to spy a man who was in his later forties his white hair was closely shaven to his head adorning his face was a white handle bar mustache, he wore a lab coat over a bright lime green dress shirt, with dark khakis smiling at the young man he said "Lets go Mr. Parker you don't want to be late for the rest of ceremony."

"Yes Professor Warren." Peter said with a sullen look as he followed his biology for his second year at Midtown as the young teen followed the teacher through the school he looked around seeing almost nobody in the school sighing he saw the teacher standing in front of double doors holding one of them open giving Parker a slight look sheepishly smiling he shirked passed the teacher making his way inside the auditorium Peter quickly found an empty seat with no one around quickly taking it he let out a slight sigh only to have the air catch in his throat as his teacher sat beside him while he asked "So Mr. Parker is this how the rest of your year is gonna go ?"

"Uh....no sir just didn't set my alarm correctly."

"Hmmm well you are my star pupil next to Twilight but with how you acted last year she may become number 1."

"Well she is my best friend sir I think i'll be okay with her being the best student." Peter said smiling up at his mentor only for the teacher to raise an eyebrow at his student sighing he said "Your a good friend Peter and a wonderful student you just gotta show up to class and school on time."

"Yes sir i'll do my best this year." Peter said looking his teacher dead in the eye while he said it smiling at his student he gave him a simple thumbs up before getting up to exit the auditorium. Steering his attention to the stage Peter made himself comfortable trying his best to pay attention to the principal as he welcome the students to another year going to Midtown, yawning slightly Peter saw that everyone was being dismissed from the ceremony standing up he began to make his way to the exit while thinking about what had happened last night with Hammerhead rubbing his shoulder from the memory he thought 'What would a gangster want with that OsCorp. crate, and who was the extra muscle ?'

Making his way into his first class of the day Peter took a seat more towards the back feeling someone tap his shoulder Peter turned to his right to see his best friend Twilight Sparkle taking the seat beside he gave her a quick look over seeing she had dark purple hair with a signal pink strand going down the middle she had recently cut her hair to be shoulder length, today she was wearing a dark purple t-shirt with a black knee length skirt, her wire rimmed glasses sat neatly on her nose adjusting them slightly she asked "So Peter how was your summer ?"

"Hehehe nothing exciting just doing some work for the bugle here and there." Peter said rubbing the back of his head while thinking 'If you don't count the crazy dimensional vampires I had to fight in a few alternate dimensions with a few dozen different versions of me.' waving at her in a lazy fashion he asked "So what about you did you have fun down in Florida ?"

"Oh yeah after science camp I stayed with my brother so he even took me to Disney in Orlando with my sister in-law it was really cool but after I got back I just hung out with some of my other friends who go to Canterlot Prep."

"Sounds like you had a good summer and I didn't realize you had friends going to another school."

"Oh come on Peter I couldn't ditch you, we've been best friends since fifth grade I couldn't ditch you in the second year of high school now could I."

"I know you wouldn't do that Twi just joking with you." Peter chuckled while giving her a slight pat on the shoulder causing the young scholar to turn a slight shade of red. Turning his attention to the front of the room Peter saw the English teacher making her way in she wore a light pink blouse with a dark pink knee length skirt speaking up she said "My name is Mrs. Cheerliee and welcome to AP English this year we will be covering a lot of material so be ready because this is going to be a very hard year for some of you."

(Lunch Time)

Making his way around the campus Peter found a few benches out of the way in the area the students were allowed to eat during lunch taking a seat he began to take bites out of the schools food. After a few moments he saw Twilight taking a seat next to him Peter looked up giving a simple smile he said "So how are your other classes going ?"

"Pretty good I think this is gonna be an interesting year though."

"why do you say that Twi ?"

"Well one of my classes is current events and well Flash was going on about Spider-Man and how there were at least five of him including our Spider-Man at times square over the summer."

"Oh yeah I actually saw that it was crazy what happened."

"Wow did he fight any super villains ?" Twilight asked giving Peter a questioning look Peter looked at her shrugging his shoulders he said "I have no clue but he was in some fight with this guy calling himself Morlun when four other Spider-Men came out of some portals each wearing differently designed costumes like his."

"Really !?!?"

"Yup then they dragged him through some kinda portal before disappearing i heard that he came through another portal, his costume was all torn up and he looked pretty beat up."

"Wow does anybody know what happened to him ?"

"No which has me curious about what happened." Peter said scratching his neck until he felt somebody tap his shoulder looking over it he saw Flash looking at the massive football player he wore his usual green/white letterman jacket with a black t-shirt underneath and black shorts, his dirty blonde hair was cut short and slicked back,+ bright green eyes stared at the two students in front of him smiling he quickly said "Petey how you doing buddy its been three months since we last talked."

"Oh hey Flash how was your summer ?"

"Sucked the only exciting thing was the whole Spider-men thing in times square."

"Oh yeah i got some pictures left over from the fighting you want them ?" Peter asked while he rummaged through his quickly finding the items he had mentioned before smiling Flash held out his hand for the pics looking through them he whistled at a few of the pictures before saying "So why didn't the bugle use all of them ?"

"Jonah only chooses like four of my pictures i just take all these so i don't risk him not choosing any."

"Cool thanks Petey i gotta go seeya in class." Flash said while tucking the pictures into his jacket standing up he quickly made his way over to another table in the court yard shaking his head Peter quickly went back to eating his food while conversing with Twilight.

(End of school)

Exiting the school Peter looked around not seeing Twilight waiting for him sighing he began to make his way to the subway getting ready to head home when felt a familiar tingle at the base of his skull turning to look behind him he scowled wondering if someone or something was following him. Shrugging his shoulders Peter continued along exiting the school grounds after walking for a few blocks he quickly ducked into a near by alley looking around the empty lot he changed into his Spider-Man uniform before shoving his cargo pants into his back pack Peter pulled out his mask and quickly donned the mask, pulling on the back pack Spider-Man webbed it shut while saying "Not gonna lose my clothes like last time."

Standing up Spider-Man looked up at the building to his right before jumping vertically to the wall he began to crawl up the wall reaching the top he flipping over the edge he began to run across the building. Reaching the edge Spider-Man leapt forward throwing out his arm his shot some webbing to the next building feeling it connect he used his momentum to propel himself forward picking up speed he cut the line while doing a back flip leveling himself out he found his next target and shot another line feeling it connect Spider-Man threw his legs forward propelling himself once again feeling his cell phone vibrating Spider-Man landed on the wall of a near by building quickly pulling out the device he looked at the caller I.D. before answering "Hey Aunt May how is your day going ?"

"Oh its going well Peter, how was your first day back at school ?"

"Eh okay nothing much, did you want me to grab something for you before I came home ?"

"Oh no deary I was just calling to let you know that me and Mrs. Shimmer would be going to the theater tonight and I won't be home till late tonight." she said smiling under his mask Peter was about to answer her when he heard a deafening boom looking around he quickly found a tower of smoke rising into the sky glaring at the chaos Peter quickly said "That's good to hear Aunt May but I gotta go looks like something is going on."

"Be careful Peter and hurry home safely !" Aunt May said before Peter hung up on her shaking his head Spider-Man quickly descended to street level firing a web line he swung him self over to the store being robbed looking around he shouted "Alright everybody vacate the area, your friendly neighbor hood Spider-Man has this covered." quickly taking the spiders advice everybody ran further from the area knowing that Spider-Mans fights usually led to a lot of destruction and the occasional super villain. Turning to the smoking entrance Spider-Man rubbed his chin in thought taking a deep breath he clicked his fingers together a few times before a two figures carrying brown burlap bags made their way through the dust chuckling at the figures Spider-Man said "Seriously Flint and Maxwell this has to be the sixth time in three weeks or is it two ?"

"Spider-Man how do you always end up being where we're at !" Flint cried out waving out his free arm while the other lowered his sack full of jewels, Flint was a man in his late thirties with shaved dark brown hair his skin was lightly tanned, he wore long khaki colored cargo pants with a dark/light green long sleeved shirt with horizontal stripes. Flints partner on the other hand had long blond hair and pale white skin, he wore a black t-shirt with grey cargo pants his features stricken with worry, turning to his partner Flint motioned with his thumb getting the signal he quickly dug into the inside pocket of his jacket pulling out a 9mm pistol he pointed it at the spider and pulled the trigger multiple times only for Spider-Man to dodge two of the bullets before jumping over to a nearby lamp post landing perfectly he said "Seriously do you guys not learn from the other thrashings I've given you !"

"Shut it Spider!" Maxwell yelled firing three more shots at Spider-Man before a line of webbing connected to the gun ripping it out of his grip and feeling something connect with his gut sending him fly onto the ground, standing on top of the crook Spider-Man crushed he gun in his hand before tossing it to the side glaring at Flint the criminal began to sweat nervously. Quickly turning Flint tried to make his get away only to trip over his own feet looking down he saw webbing wrapped around his ankles pushing himself up he immediately felt something smack into his hands looking at each hand he saw webbing firmly securing him to the side walk seeing two black shoes next to him he looked up to see Spider-man cocking his head to the side saying "Really Flint running that was your whole escape plan ?"

"Ooooh I'll get you-" Flints rant was quickly cut off when webbing was shot to glue the crooks mouth shut sighing Spider-Man saw a few officers making their way over to them motioning with his head for them to take over he fired some webbing and swung off making his way into the city on his usual patrol before he headed home to his aunt.

Chapter 2

Swinging through the city Spider-Man began to make his way home after a three hours of patrolling he managed to stop a couple of car jacking's and a jewelry store robbery sighing Spider-Man thought 'Nothing exciting has happened at all since the Spider-Verse event !' landing on a roof top he saw his neighborhood in the distance shaking his head he shot a new web line before jumping off the building he began to swing home. After a couple of minutes swinging he landed on the top of his home looking around he quickly snuck through his bedroom window tearing off his mask Peter tossed his mask onto his bed taking a deep breath he ran his fingers through his hair looking around his room Peter noticed the slight mess that had accumulated over the last few months, shaking his head Peter exited the room making his way down stairs to the kitchen he noticed a stuck to the refrigerator walking up to the note he began to read it

' Dear Peter

I cooked your favorite for tonight its all in the refrigerator all you have to do is reheat it in the microwave or oven also there is also some brownies EAT NO MORE THAN 2 I have counted them and I will put my trust into your ability to resist eating more than 2...... I love you Peter and will see you in the morning have a nice night

Love your,

Aunt May XOXO '

Chuckling at the note Peter opened the fridge quickly grabbing his food he began to prepare the food turning on the oven he dumped the desired proportions onto a pan while humming a tune (Note: been rewatching Spectacular Spider-Man so its that song.) while bobbing his head side to side giving a small twirl he looked back to see that the ovens heat had begun to rise. Quickly going back into the fridge to grab himself a bottle of grape juice cracking the ceil he took a swig from the bottle savoring the taste he let out a satisfactory smack of his lips, taking out his phone Peter quickly began to go through the many apps and settings that were downloaded into the phone before began to vibrate and sound like the reaper war horn noticing that Twilight was calling him cocking an eyebrow he thought 'Why would Twi be calling me right now ?' shrugging his shoulders peter hit the green button and place the phone next to his ear he said "Hey Twilight what's up ?"

"Oh Peter not much just wanted to call you up real quick.......how is the rest of your day going ?"

"So so can't really ask for much more than that just getting the dinner that Aunt May left me what about you ?"

"Uh um nothing much just went straight home........went over lessons and other stuff." she said her voice taking on a different tone while saying that smiling slightly Peter said "Twiiiiiiiliiiiiiiight are you hiding something from me ?"

"W-w-w-why would you s-s-s-say that !?!?"

"Easy Twilight I was just joking didn't mean to take it that far sorry."

"Well you should be saying something so jerkish."

"Twilight you hurt my feeling why would you use such harsh language."

"Then man up you big baby-TWILIGHT DINNER-looks like my moms calling me i'll talk to you in school tomorrow." Twilight said before hanging up looking at the phone Peter shrugged he shoulders after stuffing the phone into his pocket he hear a slight ding from the oven taking a look he saw that the oven had reached the designated temperature smiling at this he quickly began to prepare the food to be reheated.

(Twilights house)

'Ugh such an idiot why didn't you just say something !' Twilight thought sorely about herself while lightly smacking her cheek grumbling she began to make her way to the dining room seeing her family sitting around the table, spotting her seat she walked over and sat down. Seeing her mom and dad smirking at her she gave a quizzical look between them noticing her cautionary look her father cleared his throat and said "So Twilight how was school today ?"

"Um pretty good I guess.........what was with those smirks just now ?" Twilight asked using her fork to point at her mom and dad looking between each other he father regained his smile leaning back in his chair he said "So hows Peter doing ?" at that comment Twilight bristled slightly looking up at her parents with a slightly shocked looked.

(Unknown location)

Maxwell Dillon was being led through a series of tunnels looking at his guide he eyed the man over taking in as many of his features as he could he stood an inch taller than Maxwell he had short cobalt hair that was slicked back his pale skin which seemed much brighter compared to his black suit his shoes clicked along the concrete suddenly stopping Maxwell bumped into the man only to stumble backwards. Seemingly unfazed the man brushed his shoulder slightly while saying "You will enter the room on my left and change into the suit after removing all articles of clothing, you will then exit the door with the red light once it turns green NOT before."

"Uh yeah I got all that." said Maxwell while looking to the room then back at the man to see him looking at him with humorless baby blue eyes gulping at them he quickly ducked into the room looking around he saw a black and silver wet suit type design picking it up Maxwell began to look it over looking for the zipper after finding it he began to undress after removing all his clothes he began to put on the suit. Zipping up the suit Maxwell felt the suit adjust and contract fitting his form gasping he began to pat the suit until a voice spoke up "The suit is a prototype that adapts to the wearer, the next room will be ready soon Mr. Dillon." quickly looking around the room he noticed a door with a faintly glowing red light. After a few minutes the light suddenly turned a bright green scratching his head Maxwell made his way to the door for it to slide open with a hiss looking around the room the door had opened up to he saw several large jutting from the ceiling jutting from those spikes were smaller ones with silver spheres at the end. Black wires ran along the wall connecting in various spots along with the spikes, wincing a little Maxwell rubbed one of his ears hearing a loud buzzing sound coming from the generators and fuse boxes gulping at the set up of the area Maxwell began to glance around the room with nervous eyes.

"Please Mr. Dillon stop eyeing the machine and just hope in some technicians will strap you into the machine it is a safe procedure." a slightly deep tone spoke over the intercom eyeing the machine Maxwell cautiously stepped into the machine before laying down, after a few moments three of the engineers dressed in white hazmat suits walked into Maxwell's line of sight and began to strap him into the machine grunting at how tight the straps were "Mr. Dillon we're happy that you have joined us today hopefully this will go well for you."

"WAIT WHAT !?!?!" Maxwell yelled two of the men began to shut the machine inclosing him into the machine while he screamed to be let out thrashing against the straps. In the control room three figures stood around massive control panel with multiple screens flashing differing power levels and the bio readings of the subject turning the shorter of the two figures turned to the tallest and said "Would you like to proceed sir ?"

"Yes." nodding at the simple answer the shortest of the three began to type multiple commands into the computers while adjusting the settings looking over different panels he saw the rising power levels, looking to the figures behind him he saw one wave his hand while the other simple nodded his head gulping the shortest reached toward the control panel lifting a plastic cover revealing a bright blue button pressing the button with his thumb the doctor said "The first stage has been activated."

Down in the machine grey gas began to fill the chamber gasping for breath Maxwell's body began to go numb all over but he could still move desperately fighting the straps that held him screaming the whole time "LET ME OUT !" seemingly ignoring him the voice then said "Stage one is complete now moving to stage two." at that moment the grey gas began to turn a bright blue seizing up Maxwell head was thrown back his body seemed to light on fire seemingly forgetting the fact it had been completely numb before letting out a bone chilling scream Maxwell desperately tried to move his body only for it to refuse his simple request. Maxwell couldn't tell how long he had been in the hellish machine or how much longer he would be stuck into the machine desperately trying to looked around he then heard the earlier buzzing starting to increase in volume until it was nearly deafening and then the voice spoke up "Commencing Stage three." that's when Maxwell saw bright blue electricity dancing around his prison before striking it feeling his body catch on fire again Maxwell began to thrash around in pain screaming his entire body seemed to be on fire every last inch. Up in the control room the three figures were looking over the footage inside the tank from a camera angled perfectly toward the window the two men that were in charge of the so called experiment seeing as the man began to turn a cobalt blue color as his skin burned off his face "Amazing how is he looking in there ?"

"Sir we should stop the experiment now before he dies his heart rate is elevated beyond safety measures !"

"NO the experiments almost over shrimp we continue this we need somthin to get that bug off the streets." one of the figures growled stalking to the man only to have his arm grabbed by the other man looking at him he growled "Somethin you want boss ?"

"Yes we both want that bug off the street so I can move my......quieter business through this city now continue the experiment its almost over."

Maxwell felt foam building up around his mouth pain was all that seemed to flow through his body he couldn't scream, beg, or cry for relief squeezing his eyes harder than he ever had hoping that it would all end............the buzzing stopped opening his eyes slowly Maxwell felt his whole body pulsing with small amounts of pain groaning he began to spit up some foam and saliva. Seeing the container open and the straps coming loose he launched himself for ward squeezing past the doors he fell to his knees and began to puke with a mixture of blood, foam and mucus leaving his mouth, looking up Maxwell saw a muscular man dressed in a black suit, with a white under shirt and crimson red tie his black hair was combed back revealing a forehead that had a long surgical scar that still had the little dots where the needle had entered and exited smiling at the man he said "You ready to take down Spider-Man Mr. Dillon ?"

"Born ready." the man smiled as small sparks of electricity arced off his body as he stood up chuckling at the kids spunk he motioned for him to follow all the while a sinister smile adorning his face.

(Two days later)

Groaning Peter began to make his way downstairs toward his third class of the day as he remembered the discussion that he had with his Aunt concerning his job at the Bugle and the danger it supposedly put him shaking his head he thought 'Okay so not even two days back and I have to worry about Aunt May along with hoping Jameson not to fire me.' taking a seat In the back of class he let his head fall onto the desk with a loud *THUNK* slightly groaning Peter waited for class to start until he felt someone poking his shoulder looking up he saw Twilight smiling at him smiling back he said "Hey Twi what's up ?"

"Not much Peter......are you feeling okay ?"

"Never better why would you think I wouldn't be okay ?"

"Well I just saw you hit your head against the desk." she said crossing her arms and giving him a small glare looking away slightly Peter never could withstand her glare scratching his chin Peter said "It's really nothing Twilight just Jameson wanting some pictures of Spider-Man with-"

"the fact that your Aunt is wanting you to quit ?" Twilight finished for Peter looking up at her with confusion his eyes wide with curiosity raising her arms she quickly said "Me and my mom went to the bakery yesterday to pick up a cake and they began to discuss certain things which led to your Aunt voicing her concern." (Note: Aunt May owns a bakery in this universe)

"UGH .......yeah she thinks its gotten to dangerous to be working at the Bugle considering I was near that fight between Spider-Man and that Morlun guy."

"Oh..........I looked up that video that fight was really brutal kinda surprised Spider-Man was still alive after all the beating he had taken."

"Don't remind me just watching Morlun punch Spider-Man made me wince." Peter said with a slight grimace noticing this Twilight placed her hand on Peters shoulder while saying "Don't worry Peter I really doubt anything dangerous is going to come around anytime soon give I it time and your Aunt will let this go."

"Sheesh Twilight what would I ever do without you ?"

"Probably be lost and confused twenty four seven along with the occasional string of bad luck."

"Very funny Twilight.......you better take your seat class is about to begin." Peter said motioning to the front of the room with his right hand smiling Twilight took her seat after a few minutes she gave Peter a brief look taking in his features she thought 'What am I going to do with you Mr. Parker ?"

(Elsewhere)

Standing in a empty was a figure dress in red/black spandex before bright blue energy connected to it *BOOOM*, quickly popping out another figure was quickly dispatched *BOOM* and another *BOOM*, another *BOOM* after another few minutes the targets were all reduced to molten plastic and spandex. With two hands held up imitating guns a lone figure stood in the center of a massacre of plastic all the while smiling ear to ear Maxwell Dillon put a smoking finger next to his mouth and blew the smoke off before tucking his hand into invisible holsters at his hips before looking back at his boss he said "So you think I'm ready to crush that so called hero ?"

"I think your ready..........but your gonna need a name you know something that fits your new persona." the man said rubbing his chin he looked around the empty warehouse seeing the multitudes of smoking Spider-dummies shaking his head he turned back to Maxwell and asked "So what do you think you should be called ?"

"Don't know Hammerhead.............but how about Electro?"

"Why do you want to call yourself that ?"

"Just something that popped into my head." Electro said while holding up a hand bright blue and white electricity began to arc off his fingers and hand before pointing it to another dummy firing a bolt of lightning at it he then turned back to his boss and said "But I think the fact I can now shoot electricity could have something to do with it."

"Well your first job starts tomorrow so be ready to suit up Electro we're gonna need you."

Chapter 3

(2 weeks later)

Walking through the hallway of his Highschool Peter and three other classes were following the teachers down to the bus. Sighing Peter began thinking about the last two weeks and the multiple fires he had to help with after the fourth fire he had been stopped by the chief of police Watanabe who had informed him that all four fires were started the exact same way and most likely by the same person, but the most she could give him was that all four seemed to be electrical fires but didn't start anywhere near the outlets. Running his hand through his hair with frustration Peter couldn't comprehend the facts presented to him it was ridiculous the only thing odder was- "PETER !" a voice yelled pulling him out of his thought he looked up to see Twilight trying to get his attention.

"Sorry Twi just thinking over the last few weeks.' Peter apologized to his friend looking away slightly smiling kindly she placed a hand on his shoulder as they got onto the bus "Its all good Peter I was just about to say that my friends from Canterlot prep is gonna be at the museum today !"

"Really ?"

"Yup, I could introduce you if you want."

"Aww Twi are you trying to expand my group of friends ?"

"Name one other person you hang out with besides me ?" Twilight said pointing a finger at him giving him a small glare holding up both hands he let out a small chuckle before saying "Uh Harry Osborn and Eddie Brock ?"

"..... I'll give you that so how are those two doing ?"

"Well Harry is enjoying Harvard so far and from what Eddie told me is that ESU is pretty awesome kinda sucks that I can only talk to them like every other day." Peter said shrugging before adjusting his black hoodie while at the same time checking to make sure his Spider-man suit wasn't clinging raising an eyebrow Twilight added "Well your about to make a few more today they said to meet them at the dinosaur exhibit and I'm dragging you to meet them."

"Ok Twi whatever you say." Peter said rolling his eye earning him a small whack from Twilight which only caused him to laugh a little harder at her efforts for him to expand his group of friends.

(Canterlot Prep buses)

Checking her phone again Rarity saw another text from Twilight confirming the meeting place for them smiling at it she looked to the rest of her friends and said "Ok girls Twilight said she'll meet us a the dinosaur exhibit and she's bringing that friend of hers Peter."

"YAY now we can make a new friend !" screamed a girl with bright pink hair and bright baby blue eyes she like her other four friends wore the schools uniform (look up rwby uniforms for beacon) she was about to continue when a violet eyed rainbow haired girl said "I think it'll be cool to see Twilight and her friend but do you think its safe ?"

Looking around the five friends move closer and began to whisper in hushed tones as the she continued "I mean with the whole thing with Spider-Man running around and how we also have powers should we just tell her not to bring her friend ?"

"Ah agree Rainbow but she said he needs more friends and well.....it should be fine." a blonde haired girl with bright green eyes agreed looking to the other about a year and a half ago they all got power and began to fight crime within their district they had earned the group name Power Girls.

"I-I a-a-agree with you b-b-but I think we'll be fine today." a girl with pale pink hair and eyes said looking to each of her friends sighing they all agreed but also agreed to be vigilant of the environment.

(1 hour later)

Making their way into the massive exhibit Peter and Twilight looked around seeing the multiple skeletons of the ancient giants that once roamed the early millions of years ago as they made their way further into the exhibit Peter bumped into someone grunting he said "Sorry about that sir wasn't paying attention !"

"Its fine bub just watch where your going." the man said looking at him Peter noticed he was dressed in blue jeans and a long sleeved plaid shirt and wore a black cowboy hat along with the fact that he stood a foot taller than Peter he gulped noticing a very serious and worrying look in his eyes before the woman next to him said "Logan don't scare this young man."

Turning to peter the red head with long flowing hair and emerald eyes put on a small smile and said "Sorry about him but its been a long day we've been dragging around about thirty kids."

"Hmph wasn't trying to scare you kid.' Logan said offering it to Peter taking the hand he gave it a firm shake saying "It's fine I should've been paying attention and I hope your day gets easier......sir."

"Got a good shake their kid and giving me some respect wish you were one of my students." Logan said letting go of his hand he walked away leaving the teen slightly shaken the woman shook her head and began to chase after him "Peter do you know who that was !?!"

"Uhuh."

"YOU JUST SHOOK HANDS WITH WOLVERINE !!!" Twilight added with a slight raise in her voice turning to her Peter nodded his head saying "I know, never thought I would ever meet him in person." while he also thought 'If you don't count the two other times I met him in costume.'

"C'mon my friends are gonna be at the other side of the exhibit." Twilight said dragging Peter out of his fear induced state.

(Wolverine and Jean Grey)

"So Logan who was the kid ?" Jean asked her fiancée giving him a small glare shrugging his shoulders he looked away from her saying "Just a kid."

"Yes well I think if he was just a normal kid you woulda verbally torn him a new one."

"Jean let it go we gotta find Kitty before we leave letting these kids run around was stupid to begin with." Logan said throwing up one of his arms while adding in "Plus this damn place won't let me smoke my cigars."

"Hmmmm maybe I should read his mind ?" Jean said putting a single finger on her chin and had a small smirk on her face turning to Logan she noticed a dark look on his face "Don't Jean.....the kid does some stuff and lets leave it at that."

"I was kidding Logan if you don't want me to know I won't push." Jean said feeling an arm wrap around her waist she felt a pair of lips brush the side of her cheeks than hear him say "Thanks hun."

(Back to Peter)

Being dragged by Twilight was only slightly embarrassing for the teen but when she gasped Peter noticed the five girls standing infront of stuffed Stegosaurus. Turning a girl with bright poofy pink hair noticed them and began to get the attention of the other four girls pointing to the two of them turning around they began to make their way over to them after giving each other hugs and giggling aloud they began to have a quick conversation that peter could barely keep up with after a few minutes Twilight said "Oh before I forget girls this is Peter and Peter these are my friends from Canterlot Prep."

"Pleasure to meet you, I'm Rarity" said a girl with dark purple hair and slight curls

"Names Rainbow Dash and don't forget it !" said another girl with rainbow hair and violet eyes

"I'm Pinkie Pie its nice to meet you !" a girl with bright pink hair and even brighter baby blue eyes exclaimed

"Names Applejack." said a southern girl with blonde and bright green eyes

"I-I-i'm Fluttershy." whispered a girl with pale pink hair and forest green eyes smiling at the five girls Peter said "It's nice to meet you all Twilight has told me a little bit about you."

"Yeah well we've known the egghead since childhood." Rainbow said throwing an arm around Twilight and bringing her into a half hug chuckling slightly she continued "It sucked when her parents moved out of the district with her but good it was only one district over so it wasn't hard to hang out."

"Rainbow stop that a lady shouldn't act this way infront of a gentleman." Rarity said prying Twilight from her grasp and brushing the girl off and also fixing her hair she added "Its nice to see that Twilight could make a friend like you Peter."

"Hehehe yeah Twilights a great friend I'm a bit surprised that she stayed with me all this time." Peter said offering them a small smile giggling at his remark the seven of them began to walk through the exhibit looking at the dinosaurs before moving onto the other exhibits. After about an hour of wondering the exhibit they began to move to the cafeteria as they got closer Twilight and Rarity fell back a bit having their own little discussion about the brown haired geek "Well Twilight he surely does deserve your affections."

"R-r-rarity be quiet he might hear you !" Twilight whispered quickly looking at Peter to make sure that he hadn't heard "Plus I don't think he would like me."

"Why not darling ?"

"Well I'm not pretty like you and.....I don't have your powers, I'm just boring."

"Darling you have a great shot at making that boy your." Rarity said stopping she stood infront of Twilight gently cupping her face she continued "Plus just because me and the girls have powers doesn't make it any easier at dating."

"I know....its just that Peter does all these exciting things, like for example he was at Times Square getting pictures of spider-man when he fought Morlun."

"So I mean yes that's exciting but what does that have to do with anything."

"Rarity the most I did this summer was spend it with my brother and his fiancée in Orlando, and then the rest hanging out with you girls."

"Yes but you helped us fight super villians."

"But I cant tell him that...... I trust Peter but he has this knack of finding spider-man related trouble I can't add power girls stuff to his life." Twilight said looking at Peter she noticed that an exhibit to his left had caught his attention he then pointed it out sighing she continued while following the group "Plus with the pressure his aunt feels about his job I JUST know that if he gets a pic of you girls in action or a team up with you and any other heroes Jameson will make him go to any and all fights with you and spider-man."

"Ahhhh well why don't you just talk to him drop some hints." Rarity said before she began to pull Twilight by her arm catching up to the group they were now looking at the exhibit Peter was looking at casting their gaze to the sign Twilight and Rarity read 'Ancient Spider God Totem.' looking into the case both girls saw a simple grey totem in the case with carving of spiders and webs. The totem was about as tall as an Ipad and no wider than T.V. remote as they got closer Twilight notice the multitude of spiders that also decorated the totem mesmerized by them she didn't notice pushing past her five friends about to place a hand on the glass case she then felt a hand on her shoulder and Peter calling her name "Twilight you ok ?"

"Huh oh yeah sorry.....just a bit tired I guess." Twilight said tearing her gaze away from the totem looking at Peter she noticed a concerned look opening his mouth he was about to say something when the windows and multiple cases around them exploded blowing the group back and pushing Twilight into the case she felt the glass shatter along with something else crack when she landed on the ground.

(Loomworld)

The Weaver had helped move a new spider into the web, soon the numbers that had been lost throughout the multiverse would be replenished the first among them was a young scholar who could be trusted with the powers. Watching as the event unfold he saw a young spider-man shield his friend from the blast not realizing what he was putting in motion following the scene he watched as the totem made contact with the ground cracking, and then the scholar landed on it shattering the totem releasing the blessing that was held deep within it. Smiling at what was unfolding The Weaver began to walk along the web not once breaking his gaze from the image making sure that the blessing would be absorbed into the girl watching the purple mist leaving the totem and watching as the purple mist began to flow toward the girl entering the cuts that the totem and glass case had created. Once the girl landed fully on the ground with the totem underneath her The Weaver said "Welcome to the family Twilight Sparkle I'll send someone to help train you soon, before you try saving the world."

(Earth-96323)

Shaking his head Peter noticed the destroyed exhibit and cases not wanting to move from covering Twilight trying to protect her from anymore falling debris. Peter began to look over Twilight noticing the multiple cuts and scrapes on his best friend he pushed himself up he and began to pick her up when his spider-sense began to tingle, turning around Peter noticed a figure in a black hoodie and bright blue lightning arcing off him after a second he threw off his hoodie revealing bright blue skin and black eyes with white irises and that's when he spoke "Alright ladies and gentleman the names ELECTRO and the only thing I want is to fry a pest known as Spider-man !"

"Maxwell ?" Peter mumbled letting out a sigh he looked around noticing that none of his friends were up yet but seemed okay as they started stirring letting out an angered grunt Peter began to run off. After finding an empty bathroom Peter pushed his way into a stall and quickly changed into his spider-man suit while slipping on his mask he muttered "Showtime boys and girls !"

(In the exhibit)

Making their way into the exhibit that held elector Logan and Jean were gearing up for a fight quickly changing into their suits given to them by Reed Richards by pressing a button on their watches they quickly changed into their superhero suits (Wolverine costume black/yellow and Marvel Girl Black/green). Sliding into the exhibit the two of them immediately saw the girl from earlier being helped up by some others and a figure looming over them, letting out a primal roar Wolverine began to race into the fray jumping over the girls he let out his claws with a *snkt* and a quick swing he caught the figure in the shoulder only to be hit by a bright light which sent him into the ceiling.

Using her telekinetic powers Jean began to pull the girls to safety looking up weakly the purple/pink streaked girl gave a smile and tried to say something. Quickly shushing her Jean began to help the girls out of the room providing cover with pieces of cement and plexiglass when they reached the entrance Jean asked "Where is that friend of hers, Peter ?"

"Oh I got him to safety sorry for not grabbing you girls but Parker is like a cement block." a voice joked looking up the girls saw spider-man hanging from the ceiling smiling again Twilight gave spidey a nod of thanks, dropping to the ground he added "Look Parker is safe and told me whats going on and i'm going to give him some target practice, so you get them to safety and ill try to distract the light bulb deal ?"

"But-" Jean began only to be cut of by spider-man flipping over her and webbing up the entrance ignoring her plea grunting she looked to the five girls and began to float each of them out being extra careful for Twilight due to her behavior Jean could have sworn she was suffering a mild concussion the way she was moving her head around.

(Spidey/Wolverine Team-up)

Crawling up the wall spider-man saw Wolverine duking it out with Electro with him losing more ground then gaining quickly jumping to a pillar spider-man shot a line of webbing at him wrapping both his legs he swung Electro into the ceiling he yelled "Heads up Maxy !" letting out a grunt of pain Electro felt himself falling to the ground before a hard pressure on his stomach which sent him rocketing into a case full of Spanish armor. Quickly shooting another web onto the ceiling spider-man lowered himself to be eyelevel with Wolverine "So Wolvey how come your fighting one of my guys without my permission ? I mean do you see me fighting Magento all willey nilley ?"

"Kid this ain't rhino or scorpion !"

"Yeah this is Maxwell Dillon he was a wannabe crook no clue how he got powers."

"Really kid some crook of yours just randomly got powers and you aren't questioning why ?"

"Look the most I had to worry about from him was-AUGH !" spider-man yelled after being shot with a arc of lightning he landed squarely onto a pillar laughing Electro said "Yeah spider neither do I just was bailed out of jail and some guy picked me up saying they needed help."

"Ugh so a random guy just picked you up and decided to turn you into a giant light bulb ?" Spider-man groaned pushing himself up he quickly dodged another attack flipping to a pillar he began firing web ricochets at the villain pushing him back turning to Wolverine he yelled "Hit him !" racing forward wolverine delivered a quick up cut followed by a left hook to the eye after brining in his claws when he was about to stab Electro in the should with his right hand Electro shot his leg up into Wolverines gut shooting him into the ceiling quickly catching Wolverine spider-man set the slightly larger man on his side while muttering "Out cold wonderful !"

Turning back to Electro he got into a crouching stance he shot multiple web ricochets at Electro catching the villain off guard throwing up a small shield he began to retaliate with his own attacks, quickly dodging them spider-man shot out a line of webbing grabbing hold of some wood he yelled "Batter up !" before swing wood out catching electro in the stomach sending him out the window swinging over to it spider-man poked out his head saying "Homerun, what do I win ?"

"You win this shiny ball !" Electro growled charging up his powers he began to make up small ball when he heard the sirens of approaching letting out a small scoff he released his powers floating into the air he snared "NEXT TIME SPIDER !" with his eyes widening spider-man quickly called "Please call before then !" sighing at that he began to rub his temples looking back at the museum he sighed saying "Welp can't wait to see what the jolly one says about this."

(Two days later)

Sitting in a hospital Peter and Twilight were looking over the newspaper that Twilights brother had brought for them to read sighing at what Jameson was saying Peter said "I will never understand jolly Jameson's view on spider-man." looking at Twilight he couldn't help but have a frown on his face seeing the multiple bandages on her face, the head wrap and the medical gown she wore. Shrugging her shoulders Twilight took the paper from her friend before crumpling it up and shooting it into the waste bin across the room making it giving her a questioning look she quickly said "Lucky shot, and Peter don't worry about him as awful as it sounds you only need to worry about the money."

"Yeah but I mean it couldn't hurt to have him say something positive about spider-man just once !"

"I agree but you know how some people are."

"I know...so how are you feeling today ?"

"Even better than compared to yesterday !" Twilight said and to emphasize she held up one arm and slapped the muscle while casting a bright smile chuckling at her remark Peter was about to say something when a nurse poked her head in and said "Sorry to interrupt but visiting hours are over."

"Oh okay seeya tomorrow Twilight." Peter said waving goodbye to her friend returning the gesture Twilight let out a small smile seeing the young girl acting that way the nurse began to check Twilights vitals and the I.V. she was hooked up to while saying "So is that your boyfriend Ms. Sparkle ?"

"H-h-h-huh o-o-oh n-n-n-no he's not." Twilight said blushing and waving both her arms letting out a small chuckle the nurse bid Twilight a farewell after letting her know about the joke. After a couple of hour Twilight began to calm down laying her head down to sleep she then began to dream about swinging above the New York skyline and a voice saying "Welcome to the web little sister."

Chapter 4

(Four days later)

Spider-Man dodged another blast from Electro it's been four days since his appearance at the museum and he finally decided to show his face again this time at some local pizza shop blowing it up on arrival. After the figuring out his identity Spider-Man immediately went to Captain Watanabe and told her, after a couple hours of hunting the four previous were finally pieced together they were all places that had fired Maxwell from previous jobs. So he had basically been going around and torching the buildings for a petty vengeance all except the museum which he was not connected to in any form. Watanabe still couldn't figure that one out until Spider-Man mentioned how he had yelled about taking him out, so the theory she had was he was personally sent their to try and bring him out. So as a favor she gave Spider-Man Maxwell's final work place before he turned to crime, Mikey's Pizza Place after waiting in an coffee cup on the billboard across the street Spider-Man was about to give up when Electro blew up the store laughing like a maniac.

Swinging down Spider-Man delivered a kick to the gut which sent him flying into a parked hummer, getting down into a fighting stance he began what would hopefully be the final fight between him and Electro. Pushing him out of the hummer Electro began to fire arcs of lightning at the wall crawler only for him to dodge holding both arms above his head Electro was about to let out a wide blast when Spider-Man webbed both hands and yelled "Yes Mr. Electro what's your question today ?"

"Damn you Spider-Man !" Electro yelled trying to break the webbing jumping over a lamp Spider-Man pulled Electro hanging him above the street quickly fastening it to a nearby fire hydrant Spider-Man said "Mr. Electro we both now that language is not allowed in my classroom, now I'm gonna have to give you detention !" thrashing about Electro kept trying to break his webbing that was covering his hands while growling. What neither person noticed was that the top of the hydrant was coming loose from the electrical current that was currently going through the webbing and the thrashing from Electro, then the webbing snapped and Electro fell to the ground trying to react in time Spider-Man went to web up Electro only to be blasted into the fire hydrant. Bouncing over it the top of the hydrant began to sputter water. Groaning Spider-Man began to rub his head looking up he saw Electro burning up the webbing "Now Spider, any last words ?" looking at him Spider-Man noticed that electro was standing in front of the hydrant remembering science he smiled under his mask and said "Y-yeah how good are you at surfing ?"

Chuckling Electro thought that he finally had the spider holding out his arm he began to charge up his powers getting ready to fry the bug when his vision went white yelling out in surprise Electro began to stumble around trying to tear off the webbing when he felt a huge pressure slam into him and then his powers went haywire causing him to black out. Spider-Man had webbed up Electros eyes in time and then ran to the fire hydrant tearing off the top he blasted him with the water causing his electric powers to go crazy which lead to the villain to black out, he then made a cover with his webbing trying to stop the water and began to wrap Electro up in webbing. Sitting down Spider-Man heard the first police car pull up standing up he said "Captain Watanabe glad you could make it I know my wrapping could use work.....your not Watanabe."

Walking up to Spider-Man was a young man with short cobalt blue hair with lighter sky blue streaks, he had five o'clock shadow and wore a black suit with a white undershirt and blue tie. Immediately recognizing him Spider-Man gulped standing in front of him was Shining Armor Twilights older brother a man who had actually helped the Avenger's stop a terrorist attack that hydra was trying do when he was a S.H.I.E.L.D. agent before retiring to become a police detective, he even caught Madam Hydra herself and delivered her to Captain America himself. Standing in front of Spider-Man he towered over him by a full head gulping again he pointed to Electro and said "F-f-for you s-s-sir."

"Thanks Spider-Man.... you ok ?" Shining said after looking away from the villain he noticed the young hero shaking looking him over he could defiantly say that this was a highschooler maybe a senior or junior, he had the build of an Olympian gymnast and a cross fit exercisers. Smiling at the nervousness Shining clapped him on the back saying "Good job kid."

"Ow..... thanks Captain Armor."

"It's no problem kid........so is this what I have to get used to handling ?" Shining ask looking around to notice wreckage before looking back at Spider-Man who gave a sheepish shrug before saying "Kinda..... I mean its not as bad as the time Rhino and Scorpion tried to kill me together ?"

"Oh and how was that worse than a burning pizzeria ?" Shining jabbed a thumb at the burning turtle sign of the pizzeria Spider-Man began to twiddle his fingers and mumbled his response putting a hand by his ear he said "What was that ?"

"A LOT of zoo animals got out of their enclosures." Spider-Man said looking off in the distance before adding "You will never understand bad until you have to catch lemurs and otters who I still think had developed military tactics."

"Ok....so that's Electro." Shining said looking back at the villain he then motioned for a few officers to begin cutting out the convict quickly raising his hand Spider-Man said "Sir that's not a good idea, he has powers."

"We know with the emerging super villains S.H.I.E.L.D. has developed and given out power surprising cuffs." Shining said looking back at the officer Spider-Man noticed the cuffs sighing he made his way over saying "I have some dissolvent. "

(Hour later)
"So what happened to Captain Watanabe ?" Spider-Man asked looking at Shining Armor who was supervising Electro loading into the transport turning to him Shining said "She was transferred over to another district.... something about her dealing with young heroes and keeping them in line."

"Wait they transferred her to babysit some other heroes ?"

"No she isn't babysitting." Shining said looking around he pulled Spider-Man to the side before continuing "No she helped you when you first started so they want her to help other heroes and help develop connections with the police force so that the police don't try to shoot or arrest them for helping and so that the heroes don't ignore the cops."

Thinking back to when he first started out a lot of the cops either pulled guns on him or shot at him till Captain Watanabe stopped all that by reprimanding two officers who had pulled guns on him when he brought in a known rapist. She brought him in and began to do a quick debrief while offering him a soda and a bag of chips, after that she offered information for him more and more as long as he listened to officers and kept stopping criminals at the rate he was while being respectful to the officers. So after the explanation Sider-Man had to wonder why Shining Armor was now a captain in New York instead of a Florida post so backing up a little Spider-Man asked "Ok Captain Armor thanks for explaining but can I ask you one question ?"

"Sure."

"Ok so why did you transfer up to New York when you could be in nice sunny Florida ?"

"....Do you know a young girl named Twilight ?" Shining asked as a dark look came to his face going wide eyed at the look Spider-Man gave a shaky nod feeling cold sweat on his back continuing Shining said "Ok well she was recently caught up in a fight between you and Electro, my parents, my wife and me are worried about this so I called in some favors and got transferred up here."

"So you can keep and eye on her ?"

"Yes.....so don't you have school today ?" Shining asked Spider-Man, rubbing the back of his head Spider-Man shrugged one of his shoulders before saying "In all honesty I forgot when Electro was trying to zap me."

"Well get going, and good job today." Shining said patting Spider-Mans head while giving him a smile he added "And as thanks stop by the station they have some chocolate cake from this awesome bakery close by."

Nodding absently Spider-Man gave his good byes before swinging off after a few blocks Spider-Man thought 'Shining Armor is really cool, a lot older than Twilight.......it's been awhile since someone patted my head.' landing on top of a building Spider-Man took off his mask and wiped away some tears 'I miss you uncle ben.'

(Unknown location)

Looking at the recorded fight between Spider-Man and Electro the figure behind his creation slammed the laptop closed and let out a disgruntled growl, leaning back in his chair he looked at both the Doctor and Hammerhead both shrinking under his gaze. After a moment the figure cleared his throat before speaking he said "So Hammerhead Mr. Maxwell was operational for a little over two weeks.......disappointing, the doctor also informs me you hired somebody to help Maxwell distract Spider-Man ?"

"Yes sir."

"And his name ?"

"Aleksei Sytsevich sir." Hammerhead said pulling a file from behind his back he handed it to his boss who snatched it from the other mans hands snapping open the file he began to read through it eyeing through the mercenaries history after a reading Hammerhead said "This man can defiantly take on Spider-Man I was hoping he would help Electro with that."

"His nickname Rhino....whats that about ?"

"Sir, Systsevich is a mutant."

"SO what does that have to do with anything ?" The figure snapped before flinging the folder at Hammerhead hitting him in the chest where it than fell to the floor smirking at his boss he continued "Boss he can turn into a 8 ft tall bipedal Rhinoceros and makes tanks look like a plastic toys for kids." raising an eyebrow at that the figure leaned forward placing his elbows on his desk he then asked "So how long do I have to wait for Mr. Systevich to arrive ?"

"A week, two weeks top boss."

"Hmm....we need a mild distraction for Spider-Man till he arrives." the figure said looking around he began to look out the window as his mind began to cook up an idea with out looking away from the horizon he said "Hammerhead call in the enforcers."

"Yes boss." Hammerhead said pulling out his phone he began to dial the number but before hitting the send button he looked to the boss and asked "What do I tell them ?"

"To distract Spider-Man." the figure said offering no other explanation smiling at that Hammerhead hit the send button to inform the enforcers what they needed to do.

(Manhattan highschool)

Running through the halls Twilight couldn't believe that she had overslept for the first time EVER, but the dream she had last night made it difficult to wake up after the incident with Electro she had been dreaming of soaring through the New York skyline. The dream was wonderful and despite what the doctors had warned her about delayed effects from the incident but she had never felt better, she felt lighter, saw the world in clarity and seem to *ZZZZZ* Twilight leaned back just as a football shot passed by skimming past her nose. Staring wide eyed she heard someone yell turning she saw a couple of football players run up and they began to apologize while Twilight told them she was fine while hurrying off while thinking ' What was that !?!'

Reaching the auditorium Twilight began to make her way to her usual seat as she arrived she noticed a girl a little older than her already sitting to the seat adjacent to her. Pausing she sat down feeling very anxious trying to ignore girl she kept looking back at her she had dark blonde hair cut in a pixie cut style, she had bright blue eyes and wore all black with a shirt that had purple writing the said 'you hit the jackpot tiger !', over that was a white hoodie with a red spider symbol on it turning to look at her the girl said "So your the new girl ?"

"Excuse me ?" Twilight said giving the girl a questioning look this class had been going on for about a month now scowling a bit Twilight said "I think your confused about something."

"Nope your the newest recruit." the girl said giving her a smirk standing up she began to exit the auditorium as she was leaving she said "If you want to continue this argument meet me at this address."

Turning the girl tossed a folded piece of paper at Twilight causing her to flinch back at the sudden motion when she opened her eyes to look back at the girl she was gone. Looking around the auditorium she noticed a couple of students making their way into the room, turning back around Twilight picked up the piece of paper unfolding it she read the address ' 643 Brookesfield Lane. zip code 1610' eyeing the address Twilight was about to tear up the paper but something about doing that made her feel sick, folding the paper back up she put it into her back pocket.

(Rafters)

Looking down at the younger girl Spider-Women felt a small smile come to her face as she saw the young spider fold up the paper and stuff it into her pockets. Turning to her partner Spider-UK she said "So the Weaver needs me to train her ?"

"Yes Spider-Women, out of all the Spider in the web he chose you to train this girl because he knows that you can help her the best."

"Hmph we'll see I know he is doing this so you web warriors don't have to run around fifty different worlds."

"Yes, and to help bring more stability to the web." Spider-UK said turning he activated the a simple black hole opened up leading back to loomworld turning back to her he said "Just play nice."

"Hmph whatever." Spider-Women said standing up she watched him go through the portal leaving her behind shaking her head she watched her future pupil furiously taking notes she muttered "This is gonna be interesting."

(Five hours later)

Twilight got out of the cab that had brought her to the address the mysterious girl had given her looking up at the buildings all she saw was empty warehouses that looked to have been abandoned for years (ultimate spider-man where Peter and MJ meet up) . Hearing the cab leaving she began to walk up to the gate that separated her from the buildings looking up at the top she chuckled thinking she could jump that, again something seemed to tell her she could sighing she decided to listen to the voice bending down she pushed off the ground and felt her self go weightless looking down she realized she had jumped at least 13 ft into the air going over the fence she flailed a bit in the air doing a flip and landing on her feet perfectly like a gold medal gymnast.

Looking around amazed and terrified Twilight began to think about what happened to her than her mind went to the mysterious girl, steeling her nerves she began to march into the building pushing open the door it flew off the hinges into the massive open space standing in the middle of the dimly lit area was the girl running up to her Twilight yelled "WHAT IS GOING ON !?!"

"Wow you showed almost didn't think you would." the girl said giving Twilight a Cheshire cat grin growling at that Twilight went to shove the girl only to fall onto her stomach cause she was pushing at thin air. Landing on her stomach she let out a small groan feeling herself being lifted she turned her head to se the blonde girl still smiling at her before setting her on her feet "So you gonna-" she was cut off by as Twilight tried to slap her only to miss again, and again, and again until the girl flipped backwards onto one of the pillars that held pillars sticking to the side. Staring shocked the Twilight didn't notice the white strands that clung to her chest until she felt herself being wrapped up by the girl.

Once she was securely wrapped the other girl jumped back to the ground landing in front of Twilight scowling at the girl she growled "So glad you came now we can start." going wide eyed Twilight finally saw that she was wearing a spider suit (spider-women's newest suit but red and blue) before they darted back to the girl seeing her smirk she said "So I'm Spider-Woman of earth 5452 and I'm here to train you."

"Train me ?"

"Yes your the newest member of the web." Spider-Woman said crossing her arms seeing the shocked looked on her face she continued "So Ms. Sparkle you want to be a hero ?"

Looking down at her webbed up body and thinking back to the couple things she had done today alone Twilight also began to think about all the times that she wanted to help and couldn't when her friends fought supervilllians, when Peter lost his uncle and the shooter got away, or more recently when Electro attacked and she ended up being a damsel in distress. Taking a deep breath Twilight locked eyes with Spider-Woman and said "Yes."