Equestria Girls: The Spider Seven

by Alphamon_Ouryuken

Rating: teen
Tags: Human, Sunset Shimmer, Main 7 (EqG), Alternate Universe, Romance, Equestria Girls, Trixie, Comedy, Adventure, Derpy Hooves, Violence, Crossover, Flash Sentry
Length: 15396

With great power, comes great responsibility... and these Seven Girls must learn how to master this power...

Cover Art by ponygoddess.

Twilight Sparkle is a simple student from Equestria Elementary, mostly content with keeping to herself and focusing on her studies. But all that changes after a field trip to Belle Industries where she finds herself on the receiving end of a genetically-enhanced spider bite (due to the bumbling of a certain wall-eyed girl).

As the side-effects become more and more apparent, unknown to her several of the other spiders ended up getting free and have escaped into the city! Over time the victims of their bites start to surface, each one stepping up to defend their city.

But as time goes on, more superpowered individuals start to surface as well... and not everyone will use their new powers responsibly...

Published 2019-05-05 06:10:01 UTC
Last updated 2024-03-30 15:13:34 UTC

...Does Whatever a Spider Can

A low hisss echoed through the dark room as the doors slid open, followed by footsteps as a figure stepped into the room. "Spectacular...." The figure muttered in a sarcastic yet distinctly female tone. "It's bad enough that I have my investors breathing down my neck, but now this?"

As she mused to herself she reached the center of her room and pressed a few buttons on the keyboard before her. Soon a spider-like symbol appeared on a giant computer screen before her, emblazoned silver against a green background. As she continued to type, several smaller screens appeared, each one depicting version DNA samples, each one connected to the image of a specific type of arachnid in different containment units....

Three of which were completely absent.

"Hm.... now where did you three go?" She asked as she started sorting through some security footage. "You couldn't have gone far...."

As she skimmed through the footage, she noticed a small group of students making their way towards the exhibit. "This took place during the field trip...?" She whispered to herself, a chill going down her spine upon realizing the implications.

"Okay.... now let's identify the point of their escape." She said as she began looking through the footage.

A loud crashing sound immediately got her attention.

[Darn it Derpy! You're such a clutz!]

[Woops, sorry!]

Narrowing her eyes, she enlarged one of the windows stationed in the upper right corner, revealing and overturned cart with several glass cases, and a young grey-skinned girl with blond hair laying on her back.

"Hm..... so a ditz let them lose... that's just embarrassing. Honestly I expected this kind of lax security from RichCorp." She grumbled to herself, remembering not long ago she read something about their weapons division being robbed. Not wanting to get sidetracked, she immediately started typing again. The camera zoomed in and focused on the shattered cases, or more specifically, the three spiders fleeing from their containment.

One of them hurried towards a nearby air vent, another quickly rushed into the shadows, and the third one.....

"Here, let me help you..."

Her attention was briefly drawn to the small group of students backing away from the mess... and the young lavender skinned girl bending down to help the wall-eyed girl up... not noticing the third one sneaking into her book bag…

"Oooooh…. that's going to make things difficult..." The figure said as she began entering a few key phrases, aiting to see what the results were. "Okay then, let's see what types of spiders went missing."

As the images came up, a separate window displaying the Spiders respective DNA popped up as well, or rather their genetically modified DNA. "Hm..... interesting.... alright then that explains a fair bit of things." She said to herself as she then pulled up random images from traffic cameras and security cameras. "Now then.... let's find you three...."

Six Months Later:

"Twilight?" Twilight, wake up!"

"Mmmmph..." A lavender-skinned girl mumbled as she haphazardly covered her head with a pillow, refusing to leave the comfort of her her warm bed.

"Come on. You're gonna be late!" The voice shouted again as they tried taking the pillow of comfort away from her like some diabolical villain intent on ruining her-

"WAIT I'M GOING TO BE WHAT?!" Not wasting a second, Twilight threw the covers off herself and leaped out of bed before rushing towards the bathroom.

"Yeah, you're welcome!" She heard her little brother call out to her as she slammed the door.

"SORRY!" She shouted back as she quickly washed her face and started brushing her teeth as fast as possible. "God, did I sleep through the alarm AGAIN?!"

"Well, being a heavy sleeper tends to run in the family... on your father's side anyway..." She heard her mother remark from the hallway. "Also, I already packed your lunch and made you a small breakfast."

"Thank you! You're amazing!" She shouted at her mom as she finished up. "Oh God, Oh God, Oh Goooooood!" Twilight then hurried down stairs to her breakfast and quickly scarfed down the eggs and bacon before grabbing her lunch for the day.

"Jeez, slow down Twilight." Her father chuckled while washing the dishes. "You're supposed to chew your food not inhale it."

"Yeah, you're just begging for another stomach ache in gym class." She heard Spike chuckle as he made his way towards the door.

"Sorry but I gotta go!" Twilight exclaimed as she ran out the door, nearly knocking Spike to the ground in the process.

"YOU COULD AT LEAST WATCH WHERE YOU'RE GOING TWILIGHT!" He yelled at her before groaning.

"Sorry Spike!" Twilight shouted as she rushed down the street as fast as her legs could carry her. "Gotta hurry, gotta hurry, gotta hurry!"

Panting Twilight hurried on towards her school, having missed the boss for the second time in a row this week. "Okay. Okay. Gonna be a little late but that's fine. Just so long as-" However as she said this she heard a explosion... in the direction of the bank which is another good mile or so away from the school. ".....damn my sense of responsibility."

"ALRIGHT EVERYONE ON THE GROUND NOW!" One of the robbers yelled as she shoved a accountant to the ground. They were dressed in dark blue shirts, black jeans, gloves, and ski masks that hid their faces... but a strangely notable thing is that their weapons seemed to be plasma based. "HOW ARE WE LOOKING ON THAT VAULT?!"

"Just a few more minutes!" One of the thugs shouted back as him and his partners rushed in through the massive hole in the wall, quickly emptying the vault as quickly as possible and grabbing as much money as they could. "Hurry up boys! The cops'll be here at any moment!"

"That ain't who I'm worried about boys! Boss said to keep an eye out for the freak!" The leader shouted. She then saw someone trying to crawl away and fired a warning shot, just narrowly missing her legs. "YOU WANNA TRY THAT AGAIN?! YOU WANNA PLAY HERO?! HUH?!"

"Now now, young lady..." A new voice called out from behind her, the thug barely had enough time to scream before a sticky substance shot down from the ceiling, latching onto her and yanking her upwards, leaving only weapon behind. "...you shouldn't play with guns."

"Boss how is everything?!" One of the goons asked as they hurried out. "We heard a commotion! Who's tryin' ta play hero?!"

"Now that's not very nice!" The same voice called out as a large glob of white fluid was fired at him from the Shadows, bursting into a large web and pinning him to the wall. "Playing hero implies that I don't know what I'm doing!"

"Hey what's going on?!" One of the others shouted. "Okay who's there?! SHOW YOURSELF!" He shouted... and as he did the voice soon landed right in front of him.

She wore a blue spandex with red gloves, boots, mid-section, and mask, all of which was adorned with a spiderweb pattern with the symbol of a black spider on her chest area. The mask itself had narrow white lenses where the eyes would be and a hood covering most of her head. "Y'know, there are much easier ways to get my autograph..."

"SHIT! IT'S HER!" The robber shouted as he opened fire on Spider-Girl. "GUYS WE GOTTA MOVE! WE GOTTA MOVE NOW!"

"Yikes!" Spider-Girl yelped as she swiftly leaped out of the way. "Okay okay! If it means that much to you I'll pose for a selfie!" She shouted before firing another glob of webbing at his firearm, completely clogging it.

"CRAP!"

"FORGET THE FREAK! WE GOTTA GO NOW!" Another thug shouted as she threw a flash bang towards Spider-Girl that exploded in a bright globe of light.

"AAAGGGGHHH! MY EYES!!" She groaned as she staggered backwards covering her face. "For the love of-where do these guys keep getting these tools!? Sheesh!"

Upon recovering, she heard the sound of car doors slamming shut. Turning her attention to the streets she saw four of the thieves driving off as quickly as possible. "Of course, it's not like I'm late enough as it is..." She grumbled before rushing out of the bank. She leapt onto a nearby street lamp to get a better view of where the car went... and luck sided with her as she saw them taking a straight shot down the road. "Maybe I won't be that late if I get them fast enough."

Taking precise aim, she launched two ropes of webbing at the car, both of them latching onto the rear bumper. "And that, ladies and gentlemen...." She smirked under her mask as she pulled as hard as she could. "....is how the game is pl-AAAAAYED?!" She suddenly yelled as she was yanked forward and dragged along the street by the car.

"That's-OW!-gonna-OFFF!- leave a-ACK-mark-OUCH!"

"KEEP DRIVIN DAMMIT!" One of the thugs shouted, listen to the rearview mirror to make sure the police weren't following them... and saw to their dismay a VERY familiar figure being dragged behind the car. "SHIT! SHAKE HER OFF SHAKE HER OFF!" The one in the backseat wasted no time as she leaned out of the window and fired several concentrated plasma beam at her.

"YEEP!" Spider-Girl yelped as she narrowly maneuvered to the left, then the right as another shot was fired, each movement made increasingly more difficult as she was dragged across the street.

"Back-OUCH!-elbow-EEK!-shoulder-OW!" 'Ok, this is getting STUPID!' she thought to herself as she quickly detached one of the webs and quickly aimed her left arm at a nearby trash can. Thwping another rope of webbing at the lid, she quickly flinged it at the thug's gun like a yo-yo, knocking the firearm out of his hand. She then began climbing from the back and towards the back seat window, busting it open after reaching it. "Alright then let's just end this shall we?" She said as she grabbed the thug and tossed him out with a web bomb attached to his back, the bomb going off and sticking him to a wall.

"And now for thug number two!" She smirked under her mask, only for the one driving to immediately make a sharp left turn around the corner in an attempt to throw her off. "Oh no! Not this time!" She shouted as she leaped off the back of the car, swinging to its right side and firing several of her webs at the tires before swinging to the opposite side and repeating the process. "And now for the Coup De Grace!"

She then leapt to the drivers side and barely had to put in effort as she yanked the driver out and webbed him up… look for she could grab the other two she noticed the now driverless car was now headed towards a busy intersection. 'Not good, not good, NOT GOOD!!'

She thought as she quickly leaped off of the side and landed in front of the car, desperately trying to stop it. 'Come on, come on, COME ON!!' She mentally screamed as she planted her feet and used as much strength as she could into keeping the speeding car, several beads of sweat running down the sides of her head as she gritted her teeth. 'Just... a little... more...'

Soon she felt it screeched to a total halt, mere inches away from the intersection."Whew! THAT was close!" She sighed in relief. "Okay... now I've gotta really hurry up."

Sadly fate had other plans as remaining two thugs quickly got out of the car and aimed their weapons at Spider-Girl, who simply narrowed her eyes. "... seriously? You're really doing this?"

"Sorry web-slinger, I ain't going back to prison." One of the thugs stated.

"Fine, but I'm not paying your hospital bills…" She replied nonchalantly before firing globs of webs at their guns, clogging them up and rendering them useless. She then proceeded to rush forward and slam her fist into the first thugs' face before turning around and catching the next one's fist in her hand, she sensed of the first one attempting to rush her from behind and immediately turned around, kicking him in the face before flinging the second thug over her shoulder and right into his comrade, sending them both flying into their wrecked car and knocking them out.

"Ugh.... finally it's over" She said as she webbed them up for the cops. "Say hi to the others for me when you get to the slammer!" With those parting words of advice, Spider Girl thwiped out a web and swung off into the distance… or rather back to her school.

"SORRY! SORRY I'M SO SORRY!" Twilight yelped as she burts into the room of one Cheerilee as she hurried to her chair. "I know I'm late but the bus was behind and I just missed it and-"

....it was at that moment she noticed that she was one of only people in class, much to her confusion. "....uh, am I in the wrong class or-"

"Oh Twilight, I thought you knew!" Cheerilee explained as she pulled out her phone. "There was a bank robbery not too long ago and the culprits' reckless driving resulted in a traffic jam and some of the routes ended up being shut down, one which your bus uses to be exact. Most of our class is going to be late today." She explained, showing her student a picture of the news report.

"Oh..... ooooh my gosh that makes sooo much sense." Twilight sighed in relief as she slumped into her seat. "Sooo.... can I try and wrap up what homework I didn't completely finish last night?" She asked, sheepishly scratching her head. "I mean technically class hasn't started yet sooo...."

"I suppose you could, but pencils go down the moment the rest of the students arrive, understand?" The teacher replied, her tone leaving no room for argument.

"Yes ma'am." Twilight nodded and she quickly started going through her book bag.

"Little-miss bookworm not finishing her homework? Stop the presses..." A sarcastic voice mumbled from behind her.

Twilight could only sigh, knowing that the voice belonged to a certain bacon-haired student. 'Of all the people I have to sit close to... I got Shimmer. Naturally.... well, at least it's only one class.' She mentally told herself as she continued to rummage through her bag.

"You know I'm actually shocked you even decided to come to school today. I mean, with how none of your homework was finished I thought you'd get a stroke or something just from the shock alone." Shimmer said with a smirk.

Twilight's eye twitched and that verbal jab, however she took a deep breath and calmed herself. "I'd be more surprised if your homework was even remotely correct." She mumbled under her breath. "I mean, with you getting your goons Snips and Snails to do practically everything for you...."

"Oh I ditched them last week. Which you would know if you weren't sick." Sunset shot back at her, Twilight scoffed as she heard her mumble. "They were becoming too much of a hassle, and besides I can do things on my own perfectly well."

The lavender-skinned teen rolled her eyes as she started writing. "So you finally fired the "help"? Good for you." She grumbled sarcastically. "Guess you really can get by without having someone around to worship the ground you walk on every five minutes..."

"Whatever." Sunset sneered as she started reading a book she brought with her. "Either way least I have real friends, not just people who take pity on me."

Twilight scowled at this, but before she could retort Cheerilee cleared her throat. "Sunset, Twilight, I suggest that you both settle whatever argument you're having after class and not during it."

"Sorry Ms. Cheerilee." Both students said as they turned their attention back to what they were doing moments before though they made sure to shoot each other at least one glare.

Twilight let out of content sigh of relief as she exited the classroom. "Thank goodness there's no gym today..." She mumbled as she made her way down the hallway . "I got enough exercise this morning to last me a whole month…"

As she made her way towards the cafeteria, Twilight's thoughts started to drift. 'Just how long has it been…?' She mentally asked herself, glancing down at her left hand... the markings of a spider bite still visible. 'I wonder… did they ever find those other spiders-' "—whoops!" She immediately stepped back just before she entered the cafeteria, just barely managing to avoid bumping into a certain blue-haired student. "Sorry Flash!"

"Twi! Um.... h-hey there." Flash said with a nervous tone before clearing his throat a bit. "So how're ya? You doing okay after this morning's ruckus?"

"....really? Who says ruckus anymore?" Twilight said with a smile as she patted his shoulder, the cool bravado fading away with him blushing red. "Relax, I'm joking." Twilight giggled as the two walked together. "So, how are you and your band doing? Write any new songs?" She asked.

"Well uh... we're doin' pretty good honestly." Flash said with a chuckle. "I mean I think we could do a little better but I mean it could be a LOT worse obviously."

Twilight arched a brow at this, usually Flash was more enthusiastic whenever his band was brought up. "Did something happen?"

Flash sighed. "We've just... hit a bit of a snag creativity-wise." He explained. "We're trying to come up with a new song, but we just can't pick the right genre... or decent lyrics..."

"Oh.... sorry to hear that." Twilight said with a blush. "I mean that really sucks honestly.... maybe I can help?"

"Depends, how good are you at coming up with lyrics?" He asked.

"Pretty decent." A third voice chimed in from behind them, the two turned around to see Spike. "You should hear her singing when she thinks no one's around. She's got a nice set of pipes on her!" He teased.

"SPIIIIKE!" Twilight moaned with a heavy red blush on her face. "Not so loud please."

"Aw come on. You know you'd totally kill it as a vocalist Twi!" Spike said as he nudged her in the ribs.

"Well, we could use a lead singer...." Flash mused to himself, interrupting the two siblings. "I'd have to chat with my friends about it, but I think-" Before he could continue he was cut off by his phone ringing. "....and that would be them. Aw jeez, I supposed to meet up with them 10 minutes ago!" He shouted over as he quickly dashed off. "Later Sparks!"

"BYE FLASH!" Twilight shouted a little louder than she meant to as he hurried off, happily sighing as he did so.

"You know it's like no secret you two are a big crush item right?" Spike said with a smirk, only to get lightly slapped upside the head.

"Oh hush you!" She grumbled as she stormed off.

"Oh come on!" Spike continued as he followed his sister. "You two are practically like magnets, what with how many times you've bumped into each other "by accident"." He stated with a smug grin.

Twilight rolled her eyes at this. "I'll have you know that I moved this time!" She stated rather defensively… and then noticed the coy look he was giving her. "What?"

"That only proves that you've bumped into him enough times to the point where it's a reflex." Spike snickered. "Also.... 'Sparks'?"

"I-it's a nickname MOST people use." Twilight said with a harumph. "Anyways we're almost late for lunch. Come on Spike."

"I hope it's Lasagna day!" Spike said with excitement and a watery mouth.

However, at that very moment she glanced out a nearby window and noticed a large cloud of smoke rising into the sky about five blocks away. 'Oh no...' "Hey Spike?"

"Need a distraction while you go play hero?" Spike asked with a raised eyebrow.

"If you would be so kind little brother." She said with a smile.

"Hey. It's what I live for anyways."

Twilight hurried out to the cafeteria rushed to her locker, she quickly pulled out her duffel bag… only to stop as she turned her attention to a picture taped to the wall of her locker. One of her, her parents, and a young adult with white skin and blue hair wearing a police uniform…

Her older brother.

"Wish me luck, BBBFF." She said with a soft smile before she made a beeline for the restroom. The moment she was completely sure she was alone she unzipped it her bag and pulled out her costume.

"A hero's work is never done…"

Meanwhile, in a dark room. Several screens hovered in a spherical pattern around a woman who sat in a floating chair as she watched as one of the screens was enlarged, displaying footage of Spider-Girl swinging into the window of a burning building.

"Enhance the image." A voice said as a computer was playing back a video of the robbery from earlier that day. The resolution was improved as much as it could without becoming too pixelated. "Alright... begin playback one more time."

The footage started playing again, showcasing Spider-Girl swinging from building to building before diving through one of the windows of the burning building as many civilians cried out in panic. A few minutes later she burst out of one of the lower levels carrying a young woman on her back and a little boy in her arms.

"Well, I have to say I never thought my specimens would have yielded such positive and... impressive results." She mused to herself as she turned to a console and pressed a few buttons.

[Even though they're only your specimens due to sharing your unique signature.] A voice said over the comms. [Seriously sister you're such a melodramatic queen with no equal.]

The figure rolled her eyes as she started typing. "The fact that they escaped from captivity gives me plenty reason for my "melodramatics" as you say." She replied as several of her screens changed to display each spider that had escaped. "And considering the end results, I think we can both agree that this changes everything..."

[Right right. So then which one are you looking at right now? Your personal favorite or the quippy one?] The voice said with a noticeable touch of irritation.

"For your information I-" Suddenly, several sirens went off as another one of the screens enlarged itself, revealing an aerial map of the city. "What on Earth?! What kind of anomaly is this?!" She shouted before turning around and quickly typing in several commands as it zoomed in on a specific location;

The downtown slums.

Future Imperfect

Pain, that was all she knew as she was tossed through the vortex, she could only scream in agony as her body was warped and distorted by the intense power of the vortex to the point where it felt she was being stretched to her limits and was on the verge of being torn in half.

'Please. Whatever deity is out there and knows mercy PLEASE make this agony stop!' She screamed mentally as her throat had become dry from screaming in utter pain.

Sadly her pleas went unanswered as streaks of blue lightning bolted all over the sides of the vortex as she was hurled through the center. Sadly she had the unfortunate fate of getting hit by one of them in the chest, her body writhing in agony as she felt her skin being burned off.

'PLEASE, NO MORE, MAKE IT STOP, MAKE IT STO-'

Suddenly her mind went blank as the pain itself became too much for her to bear, causing her mind to collapse completely. However before she finally blacked out, she saw a bright light appear before her, completely engulfing her body….

"Think it's dead?" One of the homeless folks said as they poked the body that was laying right before them.

"I call dibs on the weird watch!" Another one said as they reached for the wrist.

Just at that moment, however, she slowly began to stir as her mind was suddenly plagued by fragmented memories and voices...

...have to get out of here...

-can make it together, I promise-

We've decided to escalate your training…

-HURTS! MAKE IT STOP! MAKE IT-

"STAY BACK!!" She gasped as her eyes shot open, quickly swatting away the hobo's hand and backing away… only to double over in pain as she held her chest wound.

"JEEZ! She's still alive?!" One them said as they all backed off from her, the glare from her eyes only ensuring they stay away from her.

Suddenly, the blood spread across her chest and arms as her wound begin to close up and suit seemingly repaired itself, absorbing the blood into its fabric while the rest of her suit took on a more dark blue color.

"Are...are you ok, miss?" A grown woman, wearing a raggedy old shirt and pants asked as she slowly approach her. " You need to be careful in this part of the city..."

"Where... am... I...?" She growled as she the blood and fabric started melding into some sort of pattern over her chest that resembled both a spider and a demonic skull…

"Y-you're in New York girl! Look we weren't gonna hurt or rob ya or anything!" Another vagrant said as he stumbled away. "Hey where ya goin'?! What're ya lookin' for?!"

"I gotta… gotta find… find her-" She groaned in pain as she tried to keep walking, despite her body clearly disagreeing with her, thankful her healing factor kicked in at that exact moment, closing up her wound and allowing her to survive the torturous experience.

As she took a deep breath and sighed in relief, she realized that she was in what looked like an old alleyway littered with garbage.

"Okay..... so I... I'm clearly in an older version of New York... WAY before Nueva..... so that places me about..." She talked to herself as she seemed to be making some calculations in her head. "Damn. I'm a ways off, stupid portal."

"Uh.... what portal lady? We just kinda found you here.... and on Daisy's bed too. She hasn't been around for a while but that's her usual spot." One of Daisy's friends 'helpfully' pointed out.

"It's a..." She began to reply, however upon stopping to think she realized it would be better to keep such information to herself. "N-never mind, I just took a nasty blow to the head." She stated, deciding to change the subject before too many questions were asked. "Exactly where in the city am I? And who's Daisy?"

"Daisy's one of us.... well was. She's been gone a while." The same friend said with a bit of a worried tone. "She really-"

"Likes her spot I'm assuming?" Rainbow said with a raised eyebrow. "Okay... now where IN the city am I?"

"Downtown Manehattan, welcome to the slums..." The shortest one scoffed as he made his way towards a nearby fire barrel. "...think of it as the "armpit" of the city."

"Oh is that all? Lovely." Rainbow said as she groaned. "Look I won't be a problem for much longer. I've got to find someone so.... see ya." And with that, she thwipped out a webline and zipped off.

"D-did she just...?" One of the homeless bums stammered as they watched her swing away. "You all saw that, right!?"

The taller one was about to speak up, only to pause and take a look at the half-empty liquor bottle on he'd been holding on to.

"Nope." He started bluntly before emptying the contents of the bottle into the street...

"This is so..... bizarre." She whispered to herself as she leaped to the top of one of the buildings, ignoring the pain and her muscles as she landed on the roof and looked around. Everything looked so… primitive, no neon lights that kept the city alive at night, not a single flying car, people walking around in clothing that was way out of style like it was the newest thing.

Heck, the moon hadn't even been colonized yet!

She sighed as she sat on the edge, contemplating her current situation. 'Well this sucks, I'm stuck in the past, no money, no backup... and I-'

"GAH!!" She groaned as a sharp pain ran through her head and images of a more futuristic city briefly filled her vision. "And my memories are.... fragmented... great."

She rubbed her head a bit, trying to make the pain vanish, before trying to think of where she could stay..... maybe even grab something to eat as well... and as luck would have it, she saw a small store just in front of her perch point. "Oh SHOCK yes. Food to eat."

...only to mentally slap herself when she remembered she had absolutely no money... and the fact that even if she did it would be worthless, considering the fact that the currency didn't even exist yet. Sighing in disappointment, she turned to leave...

"I already told your friends, I'll have your money by the end of this next week!" She heard a voice stated in a distressed tone.

She turned her attention to the source of the voice. That same store she just looked at. Someone was in trouble.... but should she get involved? After all, it's not like it concerned her..... right?

"..... god damn my new conscience." Rainbow snarled as she web zipped to the store, her claws bared.

"....well since the Storm Gang's been moving in on our turf, the big boss has been making some changes as of recently." The masked thug said as the middle-aged women with pale skin and bushy pinkish-red hair with bright scarlet highlights hastily emptied the cash register. "...and that means you have to pay double for protection!"

"This is.... this is outrageous... y-you can't-"

"Oh, I'm sorry. Remind me WHO HAS THE GUN AGAIN?!" The thug replied as he jammed the gun against her head. "So keep filling and we won't get messy here!"

'Oh, it's gonna get messy alright...' She thought to herself as she landed outside the shop, her suit, reacting to her changing heart rate, immediately formed a mask around her face with a red skull-like pattern over her eyes. 'Let's make this quick...'

*THWIPP*

Right before the thug could make another threat, he suddenly he found his entire gun as well as his on wrapped up in some sort of sticky fluid. "What the-"

"HEADS UP!" A new voice shouted as a blue blur slammed her foot into his face, sending him flying into a stack of soup cans. The attacker then pinned him to the floor before he could get back up. "You know... I could barely stand the thugs where I'm from.... but you? You take it to a whole new level being the coward that you are."

"You... *cough* you bitch!" The thug gasped. "I don't care if you're some kind of Spider-Girl wannabe, the moment my guys hear about this you're dead!"

"That right? You think I'm scared of you?!" Rainbow snarled as she flicked open her claws and pointed them near his face. "You wanna make my day? I dare you..... get out of here and tell your boss? That this place is off-limits."

*Click*

"How about we fill you with holes instead?" A new voice scoffed.

She quickly glanced behind herself and noticed at least three more thugs standing at the entrance, all of their guns raised. 'Of course, he'd have some backup goons...'

"Okay, if that's the way you want to do this..." She smirked as she pretended to put her hands up.... only to immediately grab the thug in front of her and hurl him at his cronies. "Hard way it is, CATCH!"

One of the thugs barely had time to react as their buddy crashed against them. She then snarled as she web zipped to the ceiling as the others aimed at her. "You're gonna die, bitch!"

"Empty threats from an empty-AGH!" She groaned as she suddenly felt a familiar pain in the back of her head. At that moment, her surroundings were suddenly replaced with a large white room with a single-window.

[Now then, let's test your reflexes.] A voice called out to her. [Disarm the following targets.] Upon hearing the order given, the floor in front of her opened up as three turrets immediately emerged and opened fire.

Working on instinct Rainbow dodged the bullets and leaped at one of them with a ferocity akin to a true spider. She then grabbed the gun and got a firm grip on it before growling. She then gave it a sharp and powerful kick... and then she heard it scream.

"AGGGHHH!! MY ARM!!!"

"Wh-what the-" She stammered before taking a step back, the pain returned once more as the went room suddenly vanish and was replaced with the store once more. Instead of a turret, she found herself holding the thug's arm... which was bent at an angle that she was very sure it wasn't supposed to bend...

"Wait, when did I-"

"YOU'RE DEAD, BITCH!" one of the thugs yelled as he picked himself up and drew a knife, charging at her with the intent to kill...

However once more her mind went to another place and time.... and the thing charging at her was replaced by a strange spiked ball.

[You're not done with your reflex test. How quickly can you disarm something that can slice your head off before you can blink?] The voice asked this time she could hear the condescension in its tone. She simply growled like an animal and dodged it with ease. Working fast she then grabbed one of the spikes and yanked it away, easier than with the turret, before throwing down two webs and slamming her feet into it, pinning it to the ground.

At that moment, however, she felt something wet hit her cheek, she wiped it off with her right hand, only notice the smear on her uniform and realized that it was... blood?

[Very well done, subject 2099.]

Suddenly her surroundings shifted back to the present, and she found herself standing over the downed thug, who was coughing up blood and holding his chest in pain.

A small whimper quickly got her attention and she turned her attention to the only thug who hadn't participated in the fight (if one could call it that), and the one who had been robbing the place earlier, whose hand was still webbed up.

"Unless you want to end up like your friends here, I suggest you take them and get out of here!".

"O-okay okay!" The thug squeaked as he started booking out of the grocery store. Rainbow huffed as she looked at the owner.

"Ma'am? Are you okay? Did they hurt you?" She asked as her adrenaline started wearing off and her mask retracted itself, showing her weary and tired face.

"I… I'm fine…" She whispered, still taking in the spectacle she'd just witnessed. "Th-thank you Spider-Girl…"

Her savior simply shook her head. "Sorry to disappoint, but I'm not-" Unfortunately, that's as far as she got as the fatigue finally caught up to her, her vision started to become blurry as her legs gave out from under her.

The last thing she saw was the store owner rushing out from behind the counter and she hit the floor...

[INTRUDER ALERT! INTRUDER ALERT!]

Who ARE you!?

We have to leave, NOW!

-not leaving her behind!

I'm… so sorry...

".... GUH!" She gasped as she woke up looking around frantically. She expected to wake up on the hard floor of the store... but instead found herself on the comfy couch of a rather nice looking apartment. "What in the hell?"

"Aunt Holiday! She's awake!" She heard a young voice shout out. Turning her attention to the chair in front of the TV, she saw a young girl with orange skin and deep violet hair watching her.

"Be right there sweetie!" She heard a familiar voice call out from another room. "Just make sure she feels comfortable!"

"WHERE AM I?!" Rainbow shouted as she leaped to the ceiling and clung to it. "Who is all here and what do you want?!" She demanded before groaning again. Her stomach still as empty as it was before she woke up.

"...you really ARE Spider-Girl!" The girl exclaimed with joy. "This is SO COOL!!"

Just then, the store owner from before walked in carrying a tray of food... and held herself back from freaking out upon seeing their guest sticking to the ceiling. "Uh, Miss Spider-Girl, would you please get down from there?"

Just as she said that the girl then let go mainly from still being exhausted and hungry and landed on her back hard. "....... o-ow....... no... no kid I-I'm... I'm no that person..... not even close to being them." She groaned as she tried getting up. "Is that real food? Did it not need to be formed from dripping water on it and start out as a formless grey square that's got no flavor?"

".....uh, what?" The young girl asked bluntly as she tilted her head and confusion.

"Are you sure you didn't hit your head too hard?" Holiday asked in concern as she carefully put the tray down and sat next to her.

And immediately she leaped at the food with an almost animalistic frenzy and began scarfing it all down her throat. Savoring every little bit of meat and true flavor she could taste. Moaning in happiness and joy. "Mmm... mmm, this is just.... this is delicious..... oh my GOD this is amazing! What is it?!" She asked with a mouthful of food.

"Garlic chicken and lasagna, glad you like it.... but goodness lady slow down, it's like you haven't had a decent meal in days!" She exclaimed as she watched their guest practically inhale the food off her plate.

"I... I'm sorry just..... I've never had.... real food.... in so long." She said with almost glee in between bites of food. She gulped down her drink just as quickly before stopping. ".... oooh.... ooooh that is just delicious.... thanks."

"So.... who ARE you?" The young girl asked. " I mean, you say you're not Spider-Girl, but I saw the security cameras, you definitely have her powers... are you her sister?"

"..... that is..... it's a complicated answer. First off no I'm not her sister OR a clone..." She said with a sigh as she sat down on the comfortable couch, glancing at her surroundings she noticed a picture If the Holiday and the young girl… along with a woman with short greenish-blue hair with light cyan highlights. "But let me ask.... who are you two? I'm assuming a third one is at work or something like that?"

"Oh yeah, my Aunt Lofty is working late tonight...." The young girl explained. "She's gonna flip out when she meets you!" She squealed with joy.

"Now Scootaloo, I only brought her here let her rest and thank her for saving me, I'm sure she wouldn't appreciate being kept here longer than she has to be...." Holiday stated firmly, much to Scootaloo's dismay.

"You're right. Not your fault.... but I do need to be.... anywhere other than here. Thank you very much for the food." The girl said as she sat her plate down. "I am sorry for leaving abruptly but... I can't stay here."

Before Scootaloo could say anything else, she made her way towards the open window quickly shot a line of webbing at the nearest building before swinging off.

"....you think she'll be alright?" Scootaloo asked.

"I wish I could say.... but for right now we can only hope so." Holiday said with a sigh. "I only wish she had at least told us her name before she left."

'2099... that's what they called me...' She thought as she leaped down into an alleyway 'It was all I was... who I was... the only thing I was allowed to be...' She mused it to herself as she leaned against the wall, desperately trying to remember who she was before all of that... sadly, there was nothing. 'And every time I try to remember... I can barely keep it focused long enough for it to really matter.... which is just my typical luck honestly.' 2099 chuckled darkly to herself.

She thought for a few seconds, maybe… it was time to craft an identity for herself, she was a free girl now...

"Well, my test name was 2099… so I guess I'm "Spider 2099"... not very imaginative but it works…" She chuckled, then a thought occurred to her; if this was the past then she would more than likely need a new name for when she wasn't wearing the mask… sliding down into a sitting position, she glanced at her reflection in a discarded hand mirror. She ran a hand through her hair before she finally decided on a new name. "Rainbow..." She mused to herself. "Yeah... Rainbow... Rainbow feels right." She smiled before swinging off into the city. "And now I just need to find a way to stop those sons of bitches that did this to me."

However, as she continued to swing, a small part of her wondered if she'd ever find a way back to her own time, assuming she'd want to go back… at the very least to find her friend.

‘I just hope she made it out ok…’

"I said stay back!" A woman screamed, snapping her out of her thoughts. Looking down 2099 saw a woman backing away from five men, by the looks of it, she was one of the homeless people she had met earlier.

"Com'on baby, I'm being generous here..." The leader said in a creepy tone as his men started to surround her. "...just entertain me and my boys here, and I'll be nice enough to let you stay at my place for a while..."

2099 narrowed her eyes at this. "Wonder how long it takes for law enforcement to show up in this timeline..." She mused to herself sarcastically before landing atop a street light behind the thugs. "No matter, I could use a quick work out after a meal…" She smirked as she swung down towards the unsuspecting thugs...

In Another Time, In Another Place...

Deep in an underground facility, two scientists, one make and one female, made their way out of an elevator, the shattered lights and cracked walls a clear indication that an intense fight had occurred not too long ago.

"...and what of the escaped subjects?"

“While we've managed to recapture 25% of our subjects, several of them have either escape the country or joined the rebellion.” The female scientist explained as she walked down a barely lit hallway alongside her superior.

“And what about the brain chips we salvaged?” He asked as they entered a room with several computers and a window, on the opposite side of which was a room containing a girl strapped to a surgical table.

“We've already begun the implanting process, Mr. Stone.” She replied. “This was one of our more promising subjects, it took us a while to track her down. She went through ten of our best men before we managed to subdue her…”

As she explained, Mr. Stone typed in a few commands before opening the door, approaching the restrained girl. "Subject 616... do you know what your objective is?"

"Serve Alchemax. Destroy all who oppose Alchemax." She stated in an almost robotic voice as she looked up, her eyes glowing an ominous red.

"Perfect.” He smirked as he pressed a button, unlocking the restraints. "Now follow me, I have a more imperative assignment for you…" 616 obediently nodded and followed him out of the room while another unconscious subject was carried in to undergo the same procedure…

616 was lead to a different part facility where several robots seemed to be constructing a giant metal ring.

“Now, your former companion 2099 ended up eluding us during the breakout. We're currently in the process of re-building the portal she used.” Mr. Stone explained while casually stepping over a large wire. “Once completed, it should be able to track the energy signature the stone left behind and trace it back to the very timeline 2099 escaped from. Your orders are to retrieve her and bring her back for recommissioning, is that understood?”

“Yes, sir.”

“Good. And to assist you we will assign you a... partner for this mission." He said before snapping his fingers. 616 looked behind him and saw a figure drop down from the ceiling, glaring at her with piercing green eyes.

“Meet Subject 1610... Scorpion.”

Author's Note

Hope you enjoyed this chapter! Remember that you can check out the progress of my stories right here!

Next Chapter has us in the ring with an unlikely opponent...

As always, be sure to support me on Patreon, every little bit helps!

Scarlet Pain

*KRAK!*

The sound of a heavy fist connecting to a jaw bone echoed in the battle arena as the being called The Absorbing Man took down another opponent. Most rumors said he'd fought against a green giant of pure rage and even a supposed god or two. But then again, rumors are rumors.

"AND STAY DOWN YA HALF WIT! YEAH! BULK BICEPS IS READY TA RIP'EM APART! WHO WANTS SOME?!" He yelled at the anxious crowd who all cheered at the bloodied sport on display.

"AND ONCE AGAIN, THE ABSORBING MAN CLAIMS VICTORY!!" The announcer proudly proclaimed as he flexed his muscles for the audience.

From one of the many viewing lounges above the cheering crowd, a masked individual watched as the fallen opponent was carried away from the ring on a stretcher.

"Yeah... real easy when ya can turn yer body into metal..." The individual whispered to herself with a bit of disdain, but even then she was thankful he wasn't her next opponent. He was among the various semi-final champions that folks would have to face before meeting with the main one... a strange individual that called himself Fusion. Whispers abound that he claims to be able to crush anyone with just a thought but none have dared to try and see if it was true outside his ring.

Supposedly, the one she'd be facing off against was meant to be just some kinda animal of some sort… which was kinda funny considering she used a spider as her symbol. 'Can't help but wonder if they're trying tah be clever…'

"LADIES AND GENTLEMEN, YOU'D BETTER GET THE MORE POPCORN AND REFILL THOSE DRINKS!" The announcer called out as the cage surrounding the ring was lifted and the Absorbing Man made his way towards the exit. "AND HERE'S HOPING NONE OF YOU ARE SQUEAMISH BECAUSE THIS NEXT FIGHT IS GONNA BE BETWEEN TWO VICIOUS ANIMALS! AND TRUST ME, IT'S GONNA BE A BLOODBATH!"

"Showtime." She whispered to herself as she adjusted her mask and made her way down the stairs…

"INTRODUCING! A NEW AND RISING CHALLENGER FROM PARTS UNKNOWN! THOUGH SHE WEARS SOME FAMILIAR COLORS, THIS ARACHNID AIN'T NO POSER AND KNOWS HOW TO THROW DOWN WITH THE BEST OF US! SHE'S EVEN MADE OUR TOUGHER CONTESTANTS CRY FOR THEIR MOMMAS! GIVE IT UP FOR THE STUPENDOUS! THE FEARED! THE SENSATIONAL... SCARLET SPIDER!"

And with that announcement, the stadium lights shined down upon the challenger. Revealing a woman wearing a blue sleeveless hoodie with a crudely drawn-on spider symbol on top of a completely red bodysuit, a matching mask, with her hair covered by a long web-like hairnet that seemed to extend down to her hips.

Not wasting a second, the Scarlet Spider got a running start and leaped into the ring, striking a pose for the crowd. "Let's do this!"

"AAAAAAND HER OPPONENT!" The Announcer began as the spotlights dimmed down until just one shined down on the opposite side of the ring. "COMING FROM THE DARKEST PITS OF NEW YORK! A CREATURE THAT FEW HAVE FACED AND EVEN FEWER LIVED TO TELL THE TALE! THE RAVENOUS RODENT! THE CARNIVOROUS CRITTER! THE VICIOUS! VERMIN!!!"

At the announcement of that name, a strange humanoid-rat hybrid, minus a tail, burst forth from what Scarlet assumed was some kinda massive cage, complete with broken chains dangling off it's arms and legs. "YOU MAY THINK THE CONTAINMENT FOR THIS THING HARSH BUT BE WARNED! THIS THING HAS FLAYED AND KILLED SEVERAL OTHER COMBATANTS! IT'S EVEN FED ON A FEW! BELIEVE US, THIS RAT AIN'T PLAYING FOR FUN!"

Glaring at her opponent, Scarlet wasn't sure whether or not to feel pity or the urge to vomit at the sight of it. 'Just what level of the seven hells did this abomination crawl out of!?' She thought to herself as the beast set its sights on her and immediately charged into the ring. The Announcer didn't waste any time making himself scarce as he scrambled out of the ring and the cage started to come down

"VERMIN... HUNGRY! VERMIN EAT SPIDER FLESH! VERMIN! NEVER! LOOOOSE!" Vermin shouted in a fit of pure madness, spraying drool all over the floor as he dropped into a pouncing position.

Scarlet barely had time to react before he launched himself at Scarlet, claws first! She managed to deliver a blow to his stomach, but the beast barely seemed to feel it. "Oh fer the love of-" Scarlet groaned before ducking down to avoid another swipe. "What kind of steroids did they pump into this thi-ARGH!!" She hissed in pain as Vermin lunged at her right arm and bit down hard, his fangs piercing her skin and drawing blood. Then before she could react he slammed his fist into her gut, sending her flying across the ring and lading on her back.

Biting her lip, Scarlet forced herself to her feet, enduring whatever pain she in, and glared at the oversized rat. She couldn't let anyone stand in her way, not here, not now! Not even this hulking behemoth before her!

She had to win that prize money... for them...

With those thoughts in mind, the Scarlet Spider cracked her knuckles and quickly darted towards her opponent. "Y'all asked for it! Now the kid's gloves are comin' off!!"

"ALL WELL AND GOOD BUT CAN SCARLET BACK IT UP AFTER THE VERMIN GAVE HER ONE OF HIS SIGNATURE BITES?!" The Announcer shouted as the crowd roared in excitement, Scarlet barely paid them any heed as she charged back at the beast, who in turn roared in rage and charged at her as well.

But just as they met in the center of the ring, instead of just punching or fighting the thing head on, Scarlet jumped over him and shot some webbing at his head, using her momentum to slam his face onto the floor just as she landed!

"C'MON! GET UP! AH AIN'T GOT ALL DAY!" She shouted as the rat creature panicked and flailed around, ripping the webbing off of it's face and snarling at her.

"VERMIN WILL FEED! VERMIN WILL DEVOUR! VERMIN WILL-!"

"VERMIN'S GONNA SHUT THE HELL UP!" Scarlet shouted as she fired a high velocity bullet-like cartridge at the beats, before he could even think of dodging it exploded into a flurry of webbing, pinning his arms to his sides. Not wasting so much as a heartbeat she rushed over to the immobilized foe before delivering a powerful sweep kick to his legs, knocking him off his feet. She then grabbed him by his legs and began slamming him around the cage! Getting a roar or squeal of pain from the vile beast with each impact before slamming him to the ground with all of her might and finishing him with a powerful drop-kick to his skull.

The crowd went silent as Scarlet backed away from the beast, who could only glare at his opponent as it struggled to move. "V-Vermin... k-k-kill... crush..." He stammered coughing up some blood (and spitting out a tooth) as he attempted to get up and attack her once more...

...only to lose consciousness just before hitting the floor.

The cage then started to open up allowing the Announcer in. Scarlet could only smirk with pride as he held up her left arm and crowd went wild. "LADIES AND GENTLEMEN, THIS ROUND'S WINNER IS THE SCARLET SPIDER!!

The crowd continued to cheer as Scarlet was escorted out of the arena and into the waiting room, where she was greeted by a medic holding a syringe along with a few other supplies. "What's this all about?"

"Trust me girl, you need this shot." He said as he approached her and rolled up her right sleeve. "That thing's bite leaves a nasty infection."

"Gee. A rat mutant leaves an infectious bite. Who'da thunk it?" Scarlet scoffed with a very deep level of sarcasm as she glanced back at the ring, where two muscular Security Guards were dragging the unconscious Vermin out of the ring and back into its cage. She then winced as she felt the needle pierce her skin. "Where the heck did that creature even come from?" She mumbled as the medic started tending to her wounds.

"Your guess is as good as mine, I just work here..." The medic replied as he started wrapping bandages around her arm.

"Thanks." She said as she stretched her arm a bit. "And fair enough but… that thing needs tah be put down. It ain't even tryin' tah act human... just like some kinda-"

"Monster? That's why the boss likes keeping it around... it's scary but he's scarier. Sort of a show of dominance BS kinda thing." The medic said, only for one of the guards to smack him upside the head.

"Hey who said you could talk, asshat?!"

Scarlet narrowed her eyes behind her mask as the medic rubbed the back of his head. "Just some minor conversation sir, pay it no mind." He said in the most restrained tone possible, though how to tell he had a few choice words for the guy that only his paycheck stopped him from saying.

"Anyways, Ah got some winnin's Ah need to collect." Scarlet said as she got up and exited the room. As she made her way down the hall, she heard the crowds chanting in unison as the announcer began describing the next fighters. At times, part of her was tempted to see if she could apply for the Gold-Ranked matches, but she reminded herself just how dangerous they were in comparison.

No, the risk wasn't worth it. her Silver-Rank fights earned enough money to put food on the table and pay the bills. That's what she had to focus on...

*BOOM*

She was brought out of her thought as the entire facility shook, throwing her off-balance. "What in the-"

"HEY WHAT THE HELL-?!" A voice from one of the guards shouted before he was silenced by what sounded like an electro blast… and it was coming from where the prize money was being kept!

"No no no no!" Scarlet whispered as she high-tailed it down the hall and busted open the door... but what she saw was definitely not what she was expecting.

That is to say... how do you prepare to see a strange circular looking drone with four metallic long snaking arms grabbing your prize money?

"HEY! AH EARNED THAT!" She yelled before thwipping out a webline in an attempt to grab the strange robot.

The robot quickly turned around, it's crimson "eye" glaring down at her just as the webbing latched onto it. Unfazed, the robot easily tore through the webbing with its mechanical arms before aiming one of them at Scarlet and firing a concussive blast of yellow energy.

"GAH!" Scarlet screamed out as she was nailed in the chest and sent flying back into the wall. The robot then smashed down a nearby wall and leaped down to the streets below.

While Scarlet was able to pick herself back up, she was a bit disoriented as she followed suit as best she could. Whatever this thing was? It was strong enough to easily cut through her webbing, a big enough sign that this thing was invented in case that other spider-chick showed up.

As she continued following it from a safe distance, she managed to spot it stop at a certain point... a seemingly out of place in an alleyway white van…

'Ah did NOT get tossed around by some idiot calling himself "The Trash Man" just to get mah winnings stolen from me by some second-rate Dr. Evil!' She thought as she clenched her fists until she felt a familiar pressure in her wrists, while she usually saved these specific abilities for tougher opponents in the ring, she couldn't afford to pull any punches this time.

Using the element of surprise on her side Scarlet leaped forward and jabbed her Stingers, self-named, into the robot's metallic shell… or at least tried to, but the machine, reacting faster than she expected it to, quickly spun around and grabbed her with its metallic tendrils, wrapping on around both if her arms and two around her legs. Once she was securely suspended in mid-air it seemed to enter a standby mode as the back doors to the van opened, revealing who Scarlet assumed was the operator.

While Scarlet couldn't properly discern their gender, their attire consisted of a deep green mask with black goggles, a similarly colored jumpsuit with yellow wires aligning their arms, legs, as well as a few running down their torso, they also wore deep yellow gloves, boots, a green belt, and on top of all that they wore a leather trench coat and a toboggan that obscured their hair.

"If I were a more crude person I'd make a reference to tentacle porn right now…" Scarlet heard them scoff as the machine's grip tightened. They then started picking up the sacks of money that their little machine minion brought to them and placed it inside the van.

Scarlet tried to struggle but the thing began applying its pressure to the limbs it was wrapped around causing her to stop doing that. "Okay... okay fine Mr or Ms Nutty Robo ya got yer money... ya at least gonna monologue or something about why ya need it? Ah kinda have no way tah get free." 'Not unless I can at least get a better angle with one of mah web shooters... just need them tah get talking.' She mentally added.

"Sorry to disappoint, but I'm a professional." The individual replied as they pulled out a tablet of some kind before tapping the screen. On command, the robot's free arm lowered itself right in front of Scarlet's face. Before she could respond, the center of the claw opened up and shot out a cloud of green gas. Unprepared for this, Scarlet could only cough as the gas filled her lungs and her vision began to blur.

"I don't do monologues..." Were the last words Scarlet heard before she passed out...

Two Hours Later:

"...ugh... gonna murder whoever invented knock out gas.... soon as Ah can time travel." Scarlet groaned to herself as she finally came to, her returning consciousness accompanied by a small yet rather irritating headache. She tried to stand up, stumbling a bit… only to bump her head against something.

"What th-" As her vision became less blurry, she realized that she was in an enclosed space... with several bags... that smelled like-

'Did that bastard seriously throw me in a DUMPSTER!?'

Scarlet could only growl as she punched open the lid and climbed out. Sadly the white van had long since driven off, and she saw nothing that would even provide hint on how or where to track it to. 'Great, just GREAT. Ah lost the damn money AND got mah ass whooped by a tin can... good job, really makin' the family proud…' She mentally reprimanded herself as she shot out a webline and began to swing through the city, hoping to find something, anything, that she could use to track them down... only to make a U-turn the second her phone's alarm went off. 'CRAP, AH'M GONNA BE LATE!'

Not wasting a moment, she quickly land on one of the buildings and started leaping from rooftop to rooftop. Whoever was controlling that thing would have to be dealt with another day...

A few minutes later, Scarlet landed atop one of the many apartment buildings in the neighborhood. After looking around to make sure no one else could spot her, she quickly rushed towards a nearby maintenance hatch and pulled it open, revealing a duffel bag along with a few extra masks and outfits.

She quickly took off her dirty, torn-up costume, hairnet, and mask, revealing her orange freckled skin and her long blond hair. Reaching into her duffel bag she yanked a change of denim pants, a deep brown vest, and long-sleeved yellow sweater...

...and her favorite hat.

"She's late again..."

"Eeyup."

"...and y'all ain't worried all...?"

"Eenope."

Apple Bloom sighed as she watched her older brother, Big Mac, preparing dinner. Her eyes occasionally drifting back to the clock.

It was 20:30. She should've been back an hour ago.

However, just before she could ask again she heard the door swing open, and in walked her favorite big sis! "Howdy y'all!"

"Applajack!" Bloom squeaked as she hurried over and hugged her... before immediately letting go, making a face like she was about to puke. "Gah! Yikes sis! What did yah do at work tah smell like that?! Try and clean up the garbage?!"

"Yeah... let's go with that..." Applejack chuckled nervously as she rubbed the back of her head. "...and how was your day at school, young lady?" She asked as she walked into the living room, hoping to change the subject.

"Oh, it was great! Me, Scoots, and Sweetie managed tah get one over on that Diamond Tiara gal!" Apple Bloom said with a grin on her face.

"Uh-huh. And what about yer classes? Anythin' good from them grades?"

That made her little sister slightly nervous. "Ah got a B+ on mah math test..." She began in more... hesitant tone.

"And a D- on her history test." Big Mac chimed in from the kitchen, earning a glare from their youngest sibling.

"Aw... Bloom, why didn't ya say somethin'?! Me and Mac are here, or at least Ah try ta be here, ta help ya with that kinda stuff!" Applejack said with a hint of irritation and concern in her voice. "Ain't nothin' wrong with askin' fer help!"

"We can discuss that after dinner." Big Mac started as he started setting up the table. "...as soon as someone washes up." He added, glancing in Applejack's direction.

The middle sibling simply rolled her eyes and she made her way upstairs. "Yeah, yeah, ah'm goin'..." She grumbled, ignoring her sister's snickering.

As she turned on the warm water, Applejack took some time to think over her night... she'd almost gotten.. beat by, of all things, a mutant rat.... and how she had her rightfully earned prize money stolen by some weird janky-looking robot drone.

"...Ah'm sorry Ah let ya down, Bloom." She whispered to herself as.

As the bathtub continued to fill up with warm water, her thoughts drifted back to that person controlling the robot, or more specifically, the van they had used. It had been brief, but she could've sworn she'd caught a glimpse of the license plate right before she passed out...

[UND3R]

"...Under huh… could it be…?" She mused to herself as she turned off the water. Something to consider for the next time she's doing her visit tomorrow...

"...and then Snips walked out of the lab right behind Snails with his hair stuck as an afro and screamed 'I told you not to use baking soda!', everyone in the classroom was laughing!" Apple Bloom continued, snickering as she scooped more mashed potatoes onto her plate.

"Heh! Yeah that sounds about right." Applejack said with a laugh as she ate, but now came the hard part. Especially with Mac in the room. ".... ya know.... tomorrow's gonna be visitin' hours fer Ma-"

"You can go AJ... and if Bloom wants to alright.... but Ah got some home stuff ta cover so Ah can't join." Mac said pointedly... but Applejack could tell there was a heavy bit of coldness in his voice…

...ever since their mom got arrested, it'd been rather difficult for the Apples, and poor Mac basically had to pull double duty as a brother AND parent due to it.

The atmosphere went from enthusiastic to tense in seconds as Bloom glanced between the two. "Uh, thanks but… Ah promised Ah'd meet up with Sweetie Belle after class, we're planning on starting up our own Movie Club and we need to find some more members!" She replied trying to steer the conversation in a more positive direction as she scooped some salad onto her plate.

"O-oh! Hey now when did yah ferget tah bring that up in a conversation?" Applejack asked, wanting to steer it away as well… although this wasn't the first time her little sister had skipped out on visiting mom as well. "Ya tryin' ta be the next Crisp Knot or somethin'?"

"Ha. Ha. Ah ain't makin' any Madame Mystery Risin' or anythin'.... would be REALLY cool though." Bloom said with a blush.

"Heh. Well whenever ya do get famous that way? Ya better tell us first!" Applejack said with a lighthearted laugh... but Big Mac still seemed rather peeved by the earlier revelation.

Bloom, noticing the hardened expression on her big brother's face, poured some gravy onto her mashed potatoes before turning to her older sister. "Can Ah finish in mah room?" She asked Applejack, who simply sighed.

"...sure kiddo. You go on now."

At that Bloom grabbed her plate and hurried off to her room, doing her best not to spill her food. Applejack looked at Big Mac who seemed to have turned his attention completely to his food that he wasn't eating that much of now. She opened her mouth... but then stopped herself. She'd already tried breaching the subject but decided to back off…

'...maybe another time.'

The next day, Applejack let out a tired sigh as she entered the city prison facility. It always pained her to come here, for her, this place was nothing more than a nasty reminder of how broken their family was... and in her mind, just how badly she'd failed.

She went up to the scanner just before the visitation room. Always had to do it just in case someone was a super criminal trying to bust them free with some kinda insane plan.

"...hey there, Smith." One of the guards said in a mournful tone.

"Hey there, Lock Down." Applejack said back. "Kids doin' good?"

"Heh, yep. My little girl's started making plans for Halloween, wanted to be Cops just like their old man." He smiled back.

"Well yer settin' the right example fer 'em." She chuckled as she emptied her bag and pockets before stepping through the metal detector.

After seeing nothing set it off Applejack was allowed into the visitation room and sat at her usual spot…

...and through the door she came, clad in her standard prison uniform. The many months, bordering on two years, in jail had not been kind to her yet she had seemed to not let it get to her. The two smiled as they picked up their phones. "Howdy Ma."

"Howdy, Jacqueline." Pear Butter replied as she gazed at her daughter. "Well look at you, someone's been workin' out." She chuckled, hoping to at least make their conversation less awkward... it never was easy having to see her child from behind glass…

"Heh. Yeah Ah have. Not as much as Big Mac though. Ya'd hardly recognize 'im nowadays from the skinny boy he once was." She replied back to her. "He's... he's really come into his own ya know. Ah think Pa woulda been mighty proud."

"...he'd be proud of all of you sweetie," Pear added warmly, giving her daughter a loving smile... although Applejack could see a bit of pain behind her expression. "What about lil' Bloom, is she doing well in school?"

"Yeah. She and her friends are even puttin' together a theater club. She's got such a huge imagination Ma it's... it's wild." Applejack said with a light hearted chuckle. "Ah just... ya'd have to hear half of it… and Ah wish ya could."

Pear chuckled upon hearing this, but then her expression became a little more serious. "So, what brings you to visit me today?" She asked, arching a brow as she leaned a little closer. "While Ah'm always happy to see you, something tells me this ain't a standard visit..."

"... Nah, yer right Ma. Wish it wasn't so but yeah, this ain't just a social visit." Applejack said as she slumped a bit, making sure no one else was listening in on them...

Meanwhile, in an undisclosed location unground, the van Applejack had pursued backed up towards a loading bay where a group of armed guards were waiting. As the back of the van opened up, the individual casually walked out with their robot obediently walking behind them.

"Oh put those away, I got what you wanted." They scoffed as the robot placed several large sacks in front of them.

"...well damn. You worked pretty fast." One of the guards said before his partner smacked him upside the head. "What?!"

"Yeah yeah. Something like this was trivial." The thief scoffed. "Now then. About what we agreed upon?"

The lead guard simply pulled out a communicator and pressed a button. "Bring it in." The door behind the guards opened and in walked several guards wheeling in two large iron crates.

"And you're sure-" The thief began, eying the crates cautiously.

"We got no reason to double-cross you. Everything you want? It's right in there." The guard said as the thief walked over and inspected the crates.

"...perfect, I thank you and your superiors for this transaction." The buyer stated, the robot behind the individual swiftly extended its mechanical claws and picked up the first crate, it's one free claw scanning the contents before properly placing it into the back of the van, then repeated the process for the second crate.

"Be sure to tell your boss that I'll be available for hire in the coming days. So long as they're able to supply me with the proper materials." They said before entering the van and driving off.

They pulled their mask down and their goggles up as they drove back. "Soon... soon I'll be able to work on this stuff without needing theft and needing THEIR help... I shouldn't need help, that isn't the true mark of genius... genius only requires help from themselves... or their family… nothing else."

Applejack could only sigh in irritation as she made her way out of the prison facility. Thankfully her mother had been able to give her some info on who she was up against due to her time amongst other criminals... unfortunately, this made things even more complicated as a result...

*BZZT BZZT*

She felt her phone go off as she got into her car and checked it… and was thankful it was her burner upon seeing who the text message was from:

[YO SCAR! You fought hella hard yesterday and we respect that! However due to the incident last night the next fight will have to be postponed until we can move the ring to a new spot. We'll text ya the new location when we got it all set up. See ya then, Killer!] The text read as she rolled her eyes, talking to her like this wasn't a life or deathmatch... and they still owed her some money!

Starting up her car she drove off back home... unaware of the small drone that watched her from the shadows...

Meanwhile in a dark room, the drone's operator watched as she drove away, her location perfectly displayed on one of the enlarged screens as many others hovered in a spherical pattern around her.

As she continued to watch, a small smile graced her features. "...well now, this is rather intriguing… I do wonder how many of you there are... not counting of course-" She said before an alert was triggered.

Quickly switching perspectives she saw what was the cause... and almost couldn't believe her luck.

"Oh, when the stars align..." She smiled as he started typing in some commands, sending another one of her drones to inspect the area... for a brief moment, the screen went black and white before the command was received...

Author's Note

Hope you all enjoyed this chapter! the next one:s gonna have quite the... unique theme to it...

Seeking the Unseen

In a secluded location, a lone woman sat in a chair surrounded by several computer monitors arranged in a circular pattern, each one labeled with a particular number, signifying their connection to one of the many drones she had planted throughout the city. The women's focus remained on one of the bigger monitors, which was replaying footage of Spider-Girl swinging from building to building as she chased after a helicopter.

“Hmmm… interesting how well she's adapting to these powers.” She exclaimed as she turned her attention to the monitor behind her, displaying footage from the next drone, the screen shifted to what could only be described as a boxing arena with a giant cage around it… which was slowly being lifted up as an unconscious individual was dragged out of the ring on a stretcher. The audience roared with applause as the victor: the Scarlet Spider, paced around the ring with her arms spread, basking in the glory of her most recent victory.

“This one seems to be holding back a bit more… then again how much is debatable…” She mumbled to herself as she turned to a console and pressed a few buttons, shifting her attention to another drone. When the process was completed, the monitor showed none other than Spider 2099 storming through an abandoned warehouse, leaving what the woman could only assume was the aftermath of a rather brutal fight.

Several of the thugs were knocked out… at the very least the lucky ones were, the rest of them were writhing in pain over a nasty injury and in certain cases a broken body part, she almost turned green upon seeing one of the thugs holding his arm in pain… which was bent at an angle it definitely wasn't supposed to be.

“Not bad, but a little too brutish for my tastes…” The woman mused to herself, saving the recorded footage for later as she turned her attention to another one of her monitors… which was replaying footage from yesterday within the local bank.

"ALRIGHT, EVERYONE ON THE GROUND NOW!" One of the robbers yelled as she shoved an accountant to the floor. All of them were dressed in dark blue shirts, black jeans, gloves, and ski masks that kept their faces hidden... but the most notable thing was that their weapons seemed to be more hi-tech than any normal firearm.

Everyone else was on the ground, covering their heads or protecting their loved ones. Another robber walked up to the receptionist while the first one pointed his gun, making sure no one attempted anything.

The second robber pointed his weapon. "Alright, put everything in the bag! I don't wanna see a single air bubble!"

"R-Right away!" The receptionist started filling the bag up as much as she could.

Smirking, he briefly turned his attention to the rest of his associates. "The cops'll be here any minute! Keep an eye on the hostages and make sure no one tries to be a hero!"

"You got it boss!" One of the thugs shouted back as she and her partners carefully spread out, keeping track of any civilians while searching the area to make sure no one had tried to hide…

However the moment one of them strayed a little too far from the group, a sticky substance shot down from the ceiling, latching onto him and yanking him upwards before he even had a chance to scream, leaving only his weapon behind.

The main thug pointed his weapon, discovering the dropped device. "What the...? Where'd he go?!"

The remaining one looked upward for just a brief second. "Uh...boss? You might wanna look..."

Above them was their team member, suspended in midair on a giant spider web.

"What the...? Show yourself, whoever...or WHATEVER you are!" The boss shouted as he and the rest of the robbers aimed their guns in several different directions, but none of them could see their uninvited guest.

"Th-this wasn't part of the plan, boss!" One of the robbers complained.

"Shut up, I know that! Just find some way to stick together! This freak can't get all of us!" He snapped at them before looking around. "Ya hear that?! You aren't getting the rest of us! We are leaving with the money!"

However, mere seconds after he spoke, the lights suddenly went out, followed by three large globs of white fluid shooting out from the shadows, bursting into a large webs and completely clogging up their firearms. Seconds later two of the thugs screamed in terror as they were dragged into the shadows by an unseen force, the hidden assailant then leaped down between two other thugs and grabbed both of their heads, slamming them together and knocking them out. Turning around she then quickly kicked one of the clogged guns out of another thug's hand before shooting a thick glob of webbing at her and pinning her to the wall.

As the emergency power came back on, the lights flickered to life, revealing several of the robbers either unconscious, webbed to the wall, or hanging from the ceiling in a web cocoon.

All but one thug was left… one who’d drawn her handgun and had taken a hostage. "N-Now listen here freak, you're gonna show yourself and get those weird web... thingies off my crew!" She shouted, her tone a mixture of anger and stress as she pressed the barrel of her gun up against the side of the man's sweating head. "Otherwise I put a bullet right through this guy's graymatter!”

There was a long, tense silence, with the stunned citizens nervously glancing around as they waited for the unseen assailant to show themselves…

*THWIP*

*BANG*

The sound of a gunshot echoed throughout the entire room, causing everyone to flinch in horror.

The final thugs arm was now outstretched, aiming at a corner of the room where the sound came from. Then the robber suddenly flinched as her arms limply fell to her sides… followed by her dropping the gun, her eyes rolling back as she fell to her knees and the hostage quickly ran off… just as the Police stormed the building.

“HANDS WHERE I CAN SEE THEM RIGHT NOW-” The lead Officer began to shout, only to look around and confusion upon taking in the situation. “...the hell?”

“Okay now… just who are you…?” The woman mused out loud and she went over the footage again. After a third playback she noticed a figure sneaking down the hall through the shadows out of the corner of her eye. As soon as she zoomed in on it, however, the figure seemed to vanish from sight. "Was… was that a malfunction just now...?" She blinked as she tried to enhance the image, sure the resolution was improved as much as it could without becoming too pixelated, but unfortunately it wasn't enough to get a good look at the escaping individual.

Suddenly, one of her topmost screens started beeping, displaying an aerial map of the city as well as the location of one of her drones. “Looks like we're getting a live feed today!” She exclaimed in a more giddy tone as she manually took control of the drone.

As the camera focused however, this drone in particular seemed to display a rather... perplexing location.

'...a construction site?'

As the camera zoomed in, she noticed several crooks holding a woman hostage, who was tied to a beam and had her mouth gagged shut. Judging by the flashing blue and red lights from the windows, the police were apparently already on the scene, while the leader of the group was apparently negotiating the terms of her release on the phone.

"You know the drill, donut boy! Either your friend over there forks over the money or the broad dies!"

But as the thug said this, the drone turned its attention to one of the hostage takers who looked like they were watching the windows. And in the same instance… they were yanked back into the shadows, barely a sound heard as he seemingly vanished!

"Oh? What have we here?" After typing in some commands, the woman patiently waited as the remaining thugs began to spread out… only for another one of them to suddenly disappear behind a support beam! "There it is again!" The woman exclaimed as her drone silently crawled along the walls, only to be greeted by the sight of another unconscious thug by the time it arrived. "Fascinating… whoever this is they must be experts when it comes to stealth-"

Just then, the drone picked up movement from the right, shifting its focus just in time to see a thug being knocked on his back by seemingly nothing at all. "Just like the bank heist, nothing hit him and he still fell!" She said as she turned the resolution up, but all she saw was nothing… at least, for that time being.

"Okay there HAS to be something going on here." The woman groaned and she had her drone start crawling around the area, carefully planting smaller cameras in each corner in an attempt to cover every other angle. "Come on… maybe I should-wait. Cameras, shift imagery to Infrared."

With a swift command the images all shift to another type of imagery.

[COMMAND COMPLETE MA'AM]

"Keep this setting… and scan for all heat signatures." She added, hoping this would clear things up…

Suddenly, her drone focused on the heat signature of a figure carefully sneaking up right behind one of the thugs. However instead of moving with the swiftness and grace of a trained fighter as she expected, this individual was… awkwardly tiptoeing towards him like a child sneaking away with an ill-gotten snack.

The figure then carefully picked up a thick plank of wood and abruptly slammed it on top of the thug's head, knocking him out in one strike. "Sorry, sorry, sorry…" The figure whispered timidly as the thug's body slumped to the ground like a sack of potatoes, quickly dragging the man behind another support beam and sneaking away before his comrades could notice.

"No… no no no. Are you… are you serious?" The woman mumbled, her eye twitching slightly as she switched to another camera just in time to see the figure stuck out their leg just as the thug rounded a corner, tripping him.

The poor man didn't have a chance to react as he tumbled down some stairs leading to the basement, a loud crash was heard from the darkness followed by the sound of something rather heavy toppling over... followed by yet another crash. The figure could only wince before sneaking off again, a low groan of pain being the only sign that the thug was still alive.

"This feels less than a proper crime scene and more like a Home Alone movie..." The woman sighed in irritation. "I guess she's getting the job done, but...I must say I'm a little bit disappointed.”

"Oh dear. Oh my." The invisible figure whispered as she kept getting closer to the lead kidnapper… but as she did it seemed like her hands had started glowing through the thermal imaging. And the woman couldn't help but be rather interested in that little curiosity.

"Well hello there. What's this?”

"I'M MAKING THE DEMANDS HERE PIG!!" He screamed nervously, frantically looking around with his gun drawn. "I SWEAR IF THAT MONEY ISN'T HERE THE NEXT TEN MINUTES THE HOSTAGE IS-"

"Please don't yell..." The figure whispered as she lightly tapped him on the shoulder, with the glow from her hand suddenly shooting through the thug's entire body like electricity.

The woman could only watch in astonishment as the man let out a scream of pain as his entire body spasmed and jerked, his knees then went weak as he slumped to the floor, completely unconscious like the rest of his gang.

The figure, having finished their work, carefully ran over to the bound captive and undid the ropes, quickly running off and diving out the window before the girl could remove her blindfold. The captive in turn can only look around in confusion at the unconscious thugs before quickly rushing down the stairs and out the doors…

"Well… not the most… spectacular outcome I could have hoped for, but at least he kept the hostage safe…" The woman mused as she pressed a few buttons on the keyboard, playing the footage on loop a few times. "And I must say I never expected that these specimens would have yielded such positive and… impressive results."

However, during one such looped footage an alert flashed across her screens. Something she had set up in case someone tried anything funny around her family business.

"Oh really now how annoying.... well, let's see what the issue is." The woman grumbled as she swiftly inputted a few commands. "Pull up cameras from shell company Belle Records. Let's see what the problem is here. It better not be something to waste my time on.”

The image on the screen swiftly changed to reveal a secure vault several levels beneath the surface. Narrowing her eyes, she paid close attention to the various armed guards patrolling the area, it certainly seemed heavily guarded... and yet something felt off. “...rewind past the last five minutes.” Rarity asked the computer. In the blink of an eye the screens started to rewind to before her alarm was tripped.

Once more everything looked normal… but this time Rarity saw the real issue on two of her screens.

It was very brief, but for but a moment, just as one of the guards walked offscreen... there was a movement just out of frame, only noticeable by the guard's shadow moving rather sporadically for a few seconds... followed by the same guard walking back into the next camera's field of vision. The woman then glanced over to the second guard as he passed by his 'comrade', approaching the edge of the camera's field of vision yet again...

Another sporadic shadow movement, almost completely unnoticeable to the untrained eye, right before he walked back into the view of the next camera.

"...wait…" She whispered to herself as she backed up the footage a bit more. The sporadic shadow movement was already evidence enough, but this time she also noticed how they moved. Guard 01 had a very relaxed and chill movement but after going off camera and reappearing his movements were very stiff and straight forward. Guard 02 was much the same way though with another difference... he was now 2 or 3 inches shorter than he was before.

'The security systems have been compromised.'

Clenching her fists, the woman quickly pulled up footage from inside the vault, a sense of nervousness taking hold as she quickly started going through the inventory. Whoever these intruders were, they knew how to replicate the company's guards to the letter, even taking advantage of a blind spot within their security system! Rapidly typing down several commands she quickly scrolled through the list, mentally praying that whatever they may have lost was still salvageable…

"Please, please, please don't tell me we lost something valuable." She began to pray. Each command she punched in showing more of the list yet it didn't seem like anything was stolen. She almost felt relief until the fifth list popped up… and an item started blinking red; Several files had been stolen from the record room… with which she could only deduce was a trojan virus left in its place.

"Of all the worst possible things to happen..." She mumbled to herself as she quickly leaped out of her chair and stormed towards a large metal cylinder twice her size attached to the wall of the room. Pulling out a communicator she quickly called up her... associate. "Sweetie dear, I'm going to need you to triple encrypt any and all files... I might have to take a personal approach after tonight..." She explained as she leaned her face close to the retinal scanner, after about a few seconds the cylinder slowly slid up, revealing one of her own long-term projects...

Meanwhile, atop one of the many rooftops the silent, unseen girl who had formed on both the bank robbery and the hostage situation now laid on her back, gazing up at the night sky. She couldn't really remember the last time she could look up at the sky and just breathe. The stars shining brightly down on her and kissing her form with their light. The simple joys of life that she oftentimes took for granted back home.

‘Home…’

A small yet slightly more cynical side of herself couldn't help but scoff at that. Sure she did have an emotional attachment to that place, but at the same time she found it hard to ignore how hard it was to grow up there, especially when she spent a fair amount of that talk learning to hide like her life depended on it... mainly because it did.

And yet, her thoughts drifted to the faces of those who had taken her in when she had nothing, who worked with her through thick and thin, and had her back when she was in a bad place and headed for a worse one…

"It doesn't seem real here half the time." She told herself. "This place... these people... I mean bad guys are here but they all don't know how... lucky they have it."

"AWWWW ISN'T THAT SWEEEEEEET?"

For a brief moment, her very surroundings were engulfed by a red tint, the sound of that horrid, maniacal laughter echoing through her mind as a chill ran down her spine. A wave of terror eclipsed all other senses as she looked around, fearful that an attack could come from any direction… or worse, all at once without a single chance to save herself…

“Hey, are you ok?”

There was a hand on her shoulder, and just like that, everything snapped back to normal as she sank down to her knees, as if it were nothing more than a bad dream.

But she knew better… she knew…

“Oh dear, what happened?” The sound of a reassuring voice was the only source of comfort that brought her down to Earth. Turning around, she found herself gazing into the eyes of an older woman with curly deep violet hair and pale skin approaching her… the very lady who had been kind enough to take her in.

"Oh. Sorry I wasn't… I mean I'm fine. Thank you." She said with a smile. She then adjusted herself and soon went from laying down to just sitting. "I just was… thinking again."

"Bad dreams again?" The lady asked as she walked up and sat beside her. "About your home?"

"Y-Yeah..." She mumbled as the lady wrapped her arms around her, a gesture she was all too eager to return. "It's just... everything's so different from what I'm used to..." She tried to explain, her body shivering at that... unpleasant memory

"I can only imagine... and I can feel your worries... but you're safe here. With us." The lady said with a warm smile. "You don't have to be scared anymore… Fluttershy.”