Spider-Man: Web of Magic

by MetalJrock

Rating: teen
Tags: Alternate Universe, Other, Romance, Trixie, Comedy, Adventure, Equestria Girls, Crossover, Sunset Shimmer, Twilight Sparkle (EqG)
Length: 96712

Peter Parker must juggle being a normal teenager, Spider-Man, and a mentor when threats appear from the woodworks.

Random AU where the Marvel Universe and Equestria Girls universe coexist.

After being bitten by an altered spider and learning with great power came great responsibility, Peter Parker became the crimefighter of Canterlot City, Spider-Man. However, various themed crooks begin to appear out of the blue, putting Spider-Man to the test.

Luckily, his friends, Trixie Lulamoon and Ned Leeds are giving him the support and help he needs, knowing his identity. And his new protege, the Solar Eclipse, is out there helping him as well.

Can Spider-Man defeat these new threats? And can he handle his busy lifestyle?

Published 2017-07-07 23:40:06 UTC
Last updated 2022-07-25 08:08:43 UTC

Issue #1: Night Shift

Static. Then came an image. Breathing. Heavy breathing, almost like the source was holding back a sob. Turning the camera around, the source was revealed to be none other than Peter Parker, wearing a red and blue hoodie, his hair messy, the hood down and his mask removed. Tears escaped from his eyes as he spoke.

"My name is Peter Parker..." he introduced in a shaky voice. "A-And well..." he inhaled sharply, finding the right words. "I-I think these powers were a mistake." a sniffle was heard. "And I know no one will watch this anyway...

Peter pointed to his hand, "I w-was bitten by a strange spider... A-And as a r-result, I was given these powers... I loved it... I'm strong, fast, able to react to things before they even happen and I created a device that can shoot webbing." a forced smile was on his face now, despite his still saddened expression, "I abused it. Used it for money in a fighting ring... G-Got into a fight with my Aunt May and Uncle Ben... I thought I was on top of the world..."

The boy inhaled again, "T-Then, I ran off, let a burglar get away out of spite during one of my m-matches cause they didn't pay me. When I came back..." he began to hold back a sob, "My uncle... My Uncle Ben was shot to death by a robber before I got back."

A scowl was seen on Peter's face, "I tracked him down. In my suit to a warehouse. I found out it was the burglar I let get away earlier..." he wiped his face with his gloved hand. "I left him for the police. Because... I remember what my uncle told me when we fought..."

He paused, "With great power comes great responsibility..." he revealed. Peter continued, "My uncle d-died because of my irresponsibility... And I never want to repeat that mistake ever. I will use my powers to make sure no one has to lose someone like I did. To atone for how I failed Uncle Ben... And I promise I won't fail my Aunt May." he slammed his fist on the bed as he made this declaration.

Peter exhaled, "T-The only ones who know of what I can d-do are my friends... Trixie and Ned... Accidentally though..." he let out a soft chuckle despite his crying. "May's in a rough spot right now... For her to find out now... Would be bad for both of us... But I'll do everything I can to help her."

"Uncle Ben... I promise I won't fail you again..." Peter assured before turning off the camera.

Now...

Opening the familiar door, Peter casually strolled in and placed his key in his pocket, music blaring into his earphones. Another day at school, done. Now, with a much better afternoon commute, Peter wandered into the apartment, removing one of his earphones and called out, "Aunt May?" he said, getting no response, the eerie silence of his home being odd. "...May?" he asked again, wondering if she was home.

Confused, the boy walked in, dropping his bookbag into his room before wandering into the living room. 'Empty. Huh. Maybe she's busy with work or something.' he thought, looking over a note left on the fridge. "Pete, I have to work overtime. I'll be home late tonight. Love, Aunt May." he read it aloud.

The teen took out his phone and texted his friends of his endeavors. 'About to go Spider-Manning. Meet me here in three hours.' he texted Trixie and Ned before pressing send, double checking to make sure he wasn't texting May.

He got a response. From Trixie and he laughed, 'Again. It's not a word.'

Peter smiled, dropping the note and putting his phone away. He ran to his room and undressed himself, revealing his Spider-Man costume and he put on his mask, the lenses adjusting for his senses. Without haste, he opened his window and swung out once no one was watching, ready to face the world. "Woohoo!" he cheered, turning his body to begin swinging. "Alright, let's see what I can get done today!"

"Hey!"

Spider-Man looked down and saw a masked man running with a purse in his arms as a woman chased him. Spider-Man jumped down and leaned on a wall, extending his leg and causing the distracted crook to trip as a result, making him drop the purse. Peter gave the masked man a salute, covering his arms and legs in webbing, "See you next fall..." he chuckled lightly, "Heh. Sorry, that was forced."

The wall-crawler handed the woman her purse back before swinging away, hearing a thanks before leaving.

Now, he noticed a man about to get attacked by three guys in black hoodies wielding knives in an alleyway. Without thinking, Peter brought himself down and casually spoke behind them, "So, can you guys be anymore obvious with the fact that you're criminals? Gotta work on your incognito." he quipped.

Spider-Man then webbed them to a wall, disarming them as fast as he could, leaving them for the cops. "Are you alright, sir?" he got a fast nod. He nodded back, "Awesome. Stay safe out there!" he patted the man's shoulder then zipped upwards, flipping off the edge of a building and seeing the man call the police on his phone. Just to be sure, he webbed the criminals' mouths and made sure they were stuck in there.

As Spidey ran across the roofs of the building, he flipped off of one onto another. "Go, web!" he ordered, swinging off the side of another building, ready for what came next.

Sometime later, Spider-Man saw someone reaching to break into a car in an obviously suspcious manner. In an instant, he webbed up their hands and slammed their head on the windshield. He said, "Don't carjack. I shouldn't have to explain it to you." The car alarm went off as loud as it could as the man groaned.

"It's my car, asshole!"

Peter's lenses widened as he muttered, "O-Oh... Oh! Oh, crap! I'm so... so sorry!" he apologized hastily. He dusted the man's body off and wiped their hair, making up for what he did. "Jeez. Sorry, dude. I thought..." he stumbled on his words.

"Just go before I sue." was all the man said.

Spider-Man jumped away and shouted, "But remember what I said!"

He noticed an old lady wandering aimlessly, turned out she was new in town and was hoping to find the train station, judging by what Peter heard and so he jumped down and guided her to where she needed to go.

Peter had to admit, he loved seeing the fact that he's making lives better, no matter how minor his actions are. If it meant a tragedy was avoided and someone gained help, it was worth it for him.

After a few more hours of swinging and foiling petty crime, the sun began to set, and Spider-Man slowly climbed the complex he lived in, sneaking into the window as he made his way across the ceiling of his room. Peter removed his mask, dropping it on the floor. With the door closed, Peter stood on the ceiling and flipped onto the ground, landing perfectly on his feet in a smooth motion.

"Hey, dorko!" the teasing sound got Peter to flinch. He heard Trixie's snicker and he saw her and Ned sitting on his bed. Ned held a Lego Millenium Falcon in his hands.

"How did... When did you--" Peter stammered, taking off his costume as fast as he could, leaving him bare with only underwear.

Trixie held something in her hand, "Spare key."

The teen boy groaned, "...Right."

"So... How did it go?" asked Ned.

Peter rubbed the back of his neck before putting his hands on his hips with a smile, "Great. Awesome, actually. Stopped some burglars, helped an old lady with directions, and foiled a few muggings. Pretty good day if I can say that. The lady even bought me a taco. It was delicious."

Trixie shook her head and gave him a devious grin as she said, "I heard about the carjacking online." she handed Peter her phone and looked at the title.

"Spider-Man Screws Up: Mistakes Carjacking, Owner of Car Peeved Now." repeated the superhero in an annoyed tone. "A million views? Dear God, I'm already a viral meme video!?"

Ned smiled, "It happens."

While the conversation when on Peter put on a blue shirt and sweatpants, adjusting his hair for a second. "I see you already built the Millenium Falcon without me."

"I'll be honest. I got hype and did it before I got here." Ned admitted with a sheepish grin.

Trixie folded her arms, "I am not sure how the two of you can obsess over these toys. They take forever to build, and Trixie does not have the patience."

"They're not toys..." Peter corrected with a groan.

"They're a way of life!" Ned finished.

The girl rolled her eyes, "Same thing. Trixie should have stayed with her band."

Peter smirked, "But we're way better friends though."

"...Maybe." admitted Trixie under her breath.

Ned said, "I told you, Peter. Now, today we shall get started on building the Death Star."

Peter cracked his knuckles, "Finally. We're almost done Star Wars, after endless weeks of building."

Trixie raised a brow, "...Why am I here again?"

"Emotional support." joked Peter.

Ned laughed, "Exactly. Now how about we get the box open?"

VWOOM!

The three friends all raised their heads at the noise, all looking out the window. Down the corner, they saw purple lights glowing at the nearest bank. Peter sighed, "Great. Just when I wanted to take a break again." he pinched his temple. "And on a school night too."

"Is it that nuisance, Shocker?" Trixie asked in an annoyed tone.

With his costume back on, Spider-Man kneeled on the window sill. "That's what I intend to find out." he opened the window, "If May gets back, tell her I went grocery shopping for a few snacks. Can you guys do that for me?" he insisted, swinging off into action once again.

Ned saluted, "Aye aye, Spidey!"

"Did you just do that?" Trixie grunted in disbelief.

The boy shrugged, "What? It was cool!"

Inside the bank were three goons wearing stealth gear, using their enhanced guns to break into the vaults without issue. Spider-Man casually walked in, making sure the door behind him closed as quietly as possible. 'Okay. Play it cool and surprise them.' he told himself, thinking of a cool entrance line and pose. He put his his hands on his hips before deciding to lean on the wall, his leg over another.

Spider-Man cleared his throat, getting the three goons' attention, "So... Come here often?" he asked.

"The Spider-Man?" a male with a southern accent asked.

Spider-Man perched himself on the wall, "Yeah. I'm not Daredevil or anything. Why does everyone ask if it's me?"

"Well, it don't matter who it is. Cause we got these fancy toys." said the tall one.

Spider-Man narrowed his lenses, "You're not Shocker. There's only one. Who are you guys anyway?"

"Call us the Enforcers, the Big Man's best mercenaries. Call me Fancy Dan, there's Montana, and Ox." revealed the leader, now revealed to be Fancy Dan. "We were for a simple heist, but it looks like we get to squash a bug instead."

In a second, Spider-Man webbed Fancy Dan's mouth. "Actually, spiders are arachnids, not bugs."

Ox charged forward and swung an arm upward, but Peter leaned back with each punch, missing. "Is this why they call you Ox? Predictable is more like it." he held his fist and made him punch himself, making Ox stagger backwards as a result. Spider-Man jumped up and kicked Ox down while he was still perched to the ceiling, "Didn't your pal, Shocker tell you about me? I whooped his butt like ten times this week alone." he boasted.

"We ain't afraid of a boy in red pajamas." Montana declared, seeing Spider-Man jump down and give Ox a right hook.

"I'm a man! Like this Big Man you mentioned!" Spider-Man corrected, kicking Montana after jumping over Ox.

Fancy Dan removed the webbing, "Alright, that's it! You're not stopping us, Spider!" a lasso was revealed and was about to tie Spidey, but the hero jumped through the hoop, his fist colliding without Dan's face.

"This would make a good circus act at least." quipped Spider-Man, flipping back into his feet with ease. "Because you guys make terrible villains." he insulted.

Montana tried to give Peter a right hook, but Spider-Man ducked underneath his swing and uppercutted him, halting his attack before Ox striked back.

"Seriously? You guys are one trick ponies. You'd have worse odds fighting Daredevil, cause this is just embarrassing for you three." Spider-Man quipped, hopping onto the wall to bounce off of and kick the large Enforcer in the cheek.

Spider-Man dodged a tackle by Fancy Dan and kicked his stomach while in midair, "That's gotta smart!" he joked loudly.

"Shut up!" growled Ox.

"Hmm... nah!"

Peter punched Montana and Ox, bouncing off the walls again, unaware of what Fancy Dan had planned as he reached for the powerful gun that they used earlier before the fight.

"Alright, wall-crawler! You've become a major thorn in our organization's side!" declared Fancy Dan, the gun he was holding was glowing purple as he remained still.

'Purple... Like Shocker's gloves.' Peter realized in his head. He ducked for cover as a giant laser tore its way through the building, causing Fancy Dan to drop the weapon in a haste, it carving through the window and covering the inside in ash and debris as the beam moved about uncontrollably, "Holy crap!" shouted Spider-Man as he reached a web-ball for a the gun, hoping to jam it.

The web managed to cover the barrel of the strangely designed weapon, causing it to halt. When the smoke cleared, Peter realized that the Enforcers got away in the chaos. 'Crap. At least they didn't get the money.' he knelt down, hearing sirens. 'And this weapon, it's like the gloves Shocker has... but designed differently.' he noticed the purple glow fading.

Without taking any chances, he tore apart the gun and noticed a glowing purple orb, "Whoa... This looks like one of the strange things the Avengers found when they fought those crazy aliens." he realized, carefully holding it. "It looks to be stable now without having a source to exert its power."

Spider-Man turned his head, hearing the sirens get closer and he left before an even bigger scene could be made. 'Now I just have to figure out how these goons got their hands on something this powerful without the Avengers knowing.'

Peter finally made it back to his room, seeing Trixie and Ned await him. He changed into his normal clothes in a faster time and looked around hastily, hiding his costume under his bed as quick as possible, "Is Aunt May back yet?"

As the two shook their heads, the sound of a door opening got their attention. A woman no older than forty peeked into the bedroom with a relieved sigh, "Thank God you're alright." she said.

The nephew shrugged, "Why wouldn't we be?"

"I overheard what happened not too far away. The bank exploded in a purple light. Reports claim Spider-Man tried to stop it." May exhaled with a thin smile, "Do you three want to order pizza? I'm exhausted."

"Trixie would love it."

"Sure thing, Mrs. Parker."

Peter put his hands in his pockets and nodded, "That would be cool." he answered.

May nodded and closed the door, allowing the three to discuss what happened without interruption. "So, let me get this straight. You jumped into the exploding building?" Trixie asked in disbelief.

"More like the building exploded with me in it." Peter corrected.

Ned put a finger on his chin, "Well, what caused it to happen? Was it actually Shocker?"

The wall-crawler shook his head, "Surprisingly, not this time. There were three lame guys, the Enforcers. Fancy Dan, Montana and Ox. We didn't fight long cause that gun he had went off and destroyed the bank they were robbing and they got away."

"The gun was like Shocker's glove things you mentioned." Ned added, earning a nod from Peter.

Peter continued, "Exactly. But not only that..." he held out a purple orb, surprising Trixie and Ned.

"What is that supposed to be?"

"The power source for the gun and I assume Shocker's tech."

Trixie said through gritted teeth, "And you brught it here?! Have you finally gone insane?"

The boy waved a hand dismissively, "Don't worry, Trixie. Without any connection to a weapon or power source, it looks to be harmless. We should be safe."

Ned looked closely at it, "Woah! This is like... Next-level Avengers business we're dealing with here! This is awesome!"

The webslinger glared at the orb, "Maybe... But now I'm just wondering who'd be dumb enough to sell Avenger villain-level weaponry and tech to common criminals? This is on a new scale."

Trixie put her palm on her head, "Someone crazy that's for sure. Trixie wishes she'd stay out of this superhero business."

Toomes glared at the Enforcers, "You didn't get the money? You know the Big Man is gonna be pissed when he finds out." he pointed an accusing finger at the three, "Not only that, but you left one of my weapons with Spider-Man. Now that annoying prick has the chance to oust us once and for all."

Herman folded his arms, "Should'a let me handle it."

"The gun went haywire. We promise it won't happen again." Ox replied in a saddened tone.

Adrian frowned, "Be lucky my business is growing now more than ever to pay the Big Man back for his services." he turned around and faced the exosuit. "My revenge on Osborn can wait..." he smirked deviously as he saw his reflection on the pilot helmet.

"That kid in the onesie... He needs to be dealt with before he becomes a bigger problem. Next heist, I'm joining in, showing him what happens when he messes with our business." Toomes declared, facing Mason again.

Mason dropped the wrench, "Luckily, the enhancements to the jet system is ready, Adrian."

The boss nodded, "Nice work. Tomorrow night, the Spider-Man will be squashed."

Issue #3: Flight of the Vulture

Spider-Man tried to keep himself from looking down as the mysterious figure kept him in midair, "Okay, random flying guy. Can you please give me a hint as to who you are? Because I'm terrible with names, or guessing them for that matter."

'Really? You're joking with him when you're that high in the sky?' Trixie groaned in disappointment.

The green-clad criminal tilted his head as he looked down at the wall-crawler, "Call me... the Vulture." he revealed, his helmet filtering his voice so it sounded deep, monotone, and menacing, turning so that they would make a descent. Spider-Man screamed as they flew downwards back into the city, "And this will be the last time you will ever get in the way of my business!"

"What? I can't hear you over the loud jet strapped to your back and that stupid helmet trying to filter your voice!" shouted Spider-Man, his body flailing in the grip of Vulture's sharp talons. The Vulture sped up as they passed by the buildings of the city at an alarming speed.

Deciding he had enough of a joy ride, Spider-Man distracted his enemy by shooting a ball of webbing upwards, then he elbowed Vulture's knee, causing him to release his shoulders, tearing them. "Come on! Do you know how hard it is to stitch this stuff together? Or how much it's gonna cost?!" he whined, shooting a line of webbing one the side of a building in his fall, giving chase to the Vulture. He saw the Vulture turn his head, looking at the wall-crawler.

"The sky is my element, bug!" the villain declared, charging his gun, a purple aura emitting from the barrel. "You have no business being here, unlike me."

Spider-Man's lenses grew wide as he zipped to the side, dodging the purple beam as fast as he could. "You have one of those too? What store are you getting them from? Cause I checked Toys 'R' Us and Walmart and there were none in stock!" he wondered, running on the edge of a building before jumping again, continuing his chase. "And you know how Amazon is!"

Holding the gun out, Vulture turned around, "That is for me alone to reveal to you, wall-crawler! These weapons make quite a profit, and I cannot afford for you to ruin the business!"

With his Spider-Sense warning him, Peter ran on the side of a glass building and hopped off, seeing the beam move past him towards the sky as he jumped. "Pretty please?" he faked begged, kicking Vulture in his drop.

Annoyed, Vulture flared one of his metal wings upwards, cutting Spider-Man's suit again, revealing a small tear on his chest, "Oh man! What did the suit ever do to you?!" he groaned, "Are you really that petty, you buzzard?" he sighed, 'Now I gotta ask Mister Stark how he stitched it together in the first place.'

"Don't ever call me... Buzzard..." growled Vulture, insulted by Peter's new quip, as though he had heard it plenty of times before. He lashed forward and nearly tackled Spider-Man, but he hopped over his body and continued swinging.

"Ooh. Hit a nerve didn't I?" quipped Peter. He saw Vulture turn his body around, still unable to see his enemy's features. "Yeah, kinda looks like I did. I love doing that to people who hate me."

The Vulture swooped after Peter, the web-slinger swinging as fast as he possibly could, 'Is he behind you?' asked Ned.

"Yeah, he is!" shouted Spider-Man.

'Then move faster!' ordered Trixie.

Spider-Man grunted, zipping to another rooftop, where Vulture ascended with him, "What does it look like I'm doing?" he said in an exasperated tone, running now. He performed a frontflip as he jumped to the next rooftop, keeping his momentum.

'Well do it, faster!'

"Very well, your majesty." muttered Peter sarcastically.

Vulture flared his wings outward, "Are you ignoring me, spider?" he questioned darkly, suddenly, metal projectiles shot out, surprising Peter, who turned around once he felt his Spider-Sense go off.

"Woah!" shouted Spidey, moving his body so that each tip was dodged with precision. He rolled and flipped in midair, dodging each projectile before they magnitized back to Vulture's harness, "You got some serious toys. Can you share?" he asked, his focus on the jump in front of him ready to leap.

However, Vulture came by and tackled him, bringing him for another unexpected flight. Spider-Man freed himself in a moment and he swung off, dodging the Vulture as his wings scratched the surface behind him, sparks flying about, "Wow! Those wings are a wonder! Can they clip toenails too?" he flipped in the air and landed on the harness that connected the wings to the jet exosuit he was using.

"Can I check it out? Thanks!" he grabbed his phone and took a photo of it before leaping back into the air, continuing his swing.

"What are you doing?!" Vulture groaned.

Spider-Man swung and kicked Vulture back, "Just a little inspection. You should get those things checked out, they do not look healthy to lift around on your back." he observed, seeing the bird-themed criminal get his bearings, the gun now charging again. "Are we really doing this again?" he asked no one in particular.

The gun shotted off again, forcing Peter to change directions again. His Spider-Sense rang and the weapon fired off, causing him to use his reflexes to his advantage. "Okay! I'm starting to think you hate me. Is it the costume?"

"No. It's your stubbornness." Vulture growled. This wall-crawler was really starting to grate him.

Spider-Man smiled under his mask, "Why thank you!"

Trixie replied, 'Complimented by your enemy?'

'Just don't question Peter when he's in the zone.' Ned replied.

'...Sure.'

Spider-Man swung his feet upwards, narrowly dodging a blindsided attack by the Vulture, seeing his entire body fly underneath his legs. "Yikes. Swing and a miss!"

Vulture spun around and glared at Peter under his helmet, "Persistent bug. I cannot wait to leave you a bloody smear on the pavement." he snarled.

"Oh. You're an edgy one." quipped Spider-Man, raising his legs again to avoid the flying criminal's weapon. "Now, I gotta ask. Where did you come from? What's your origin? Petty criminal? Tragic origin story? Revenge against me? All three at the same time?"

"None of your concern!" Vulture shouted. Another blast came, forcing Peter to land on a rooftop, seeing the beam create a hole in the cemented surface. "All you must know is that it's just business with me." he elaborated while hovering, the jets on his wings facing downward to keep him up while staying still.

While his enemy was talking, Peter refilled his web cartridges and began to shoot some webbing onto Vulture, the flight-capable villain swerving around to avoid them, charging his weapon once more. Spider-Man's lenses widened again, performing a cartwheel to the side, missing the beam, which hit the surface where he once stood. Landing back on his feet, Spidey aimed a web-ball at the Vulture, seeing him clip apart the gossamer with his metal wings.

'Daredevil never has to deal with this.' groaned Spider-Man inwardly as he watched Vulture raise his weapon. 'I get stuck with the guys with the big guns. Literally.'

Spidey watched as Vulture flew away, "Hey! Where are you going? You call yourself Vulture? More like chicken!"

'Okay, that was pretty clever.' Trixie quietly admitted, hoping Peter didn't hear her.

"Heard that."

'Crud.'

Ned asked, 'Heh. Why do you think he's retreating? Did you scare him too bad with your powers?'

Spider-Man pushed himself higher than usual with the last swing, "No clue. That's what I'm gonna find out." he extended another arm and continued his chase, "Hey, Vult! Can I call you Vult? Why the big getaway? Did I kick your butt too hard? Because I barely touched you back there!"

Vulture chuckled darkly, "Oh, I'm not scared of you at all, bug."

"Then what's with the hasty escape?" Spidey wondered, feeling as though as path was familiar.

"This."

Suddenly, without a moment's notice, and a familiar sensation in his head, Spider-Man felt something hit his back painfully, causing him to collapse onto a helipad. He saw red boots come to him as his vision became shaky. "Shocker..." he murmured. His foe didn't say anything as he blasted him while he was down, making him tumble and near the edge of the roof, another tear in his costume made, exposing his chest this time now.

His lenses narrowed, feeling pain on his chest and arms, having never taken the attack that up close before. His ears rang as Vulture pinned his talons on his stomach and scratched, creating red marks on his skin as he tore through the suit, knocking the wind out of him again, causing him to wheeze. "Ow..." another blast to his side when Vulture ascended, pushing him backwards this time. Grunts were heard as he flipped backwards on the hard surface.

Spider-Man felt himself lose consciousness, his chest heaving. Vulture glared down at Peter, seeing his torn costume. His ears still ringing from the noise of the Shocker's gauntlets. But he could still hear Vulture through his helmet, "Let this be a warning, Spider-Man." he kicked his hip, earning an audible groan, "Do not mess with my business. Do not mess with the Big Man. Otherwise, I'll tear apart everything you hold dear." he threatened.

He lowered himself so that he was face to face with Spider-Man, "I am giving you this offer once... Get in my way again, and I'll follow through with it." he warned.

Vulture faced Shocker, "Come on, we should tell the Big Man of what went down tonight."

"But we can end him!" Shocker suggested.

Toomes narrowed his eyes, "No... Not yet. We got the money... We'll see if he's smart enough to turn a blind eye to the rising empire." with that, the Shocker was lifted by Vulture as they made their way to their boss, leaving Spider-Man on the helipad.

'...Peter... Peter?... Peter!' shouted Ned from the speaker.

The voice snapped Peter awake and his lenses grew larger, hearing a cracking sound on his hip and he groaned, "Ow..." he exhaled, "Y-Yeah, Ned..." he panted, finally sitting up, hopong the authorities or someone would pick up the fallen Enforcers soon. "I'm fine... I think... My hearing's back at least."

'Thank God. You were out for a good five minutes. Trixie and I were worried.' Ned explained.

Spider-Man smirked, 'Well, I'm fine. Except for the pain in my ribs. Shocker and Vulture got away though... I'll..." he inhaled, "I'll explain everything when I get back."

'Don't push yourself too roughly.' Ned warned.

"Too late for that..." groaned Peter, beginning his swing back, his arms still sore.

Crawling back into his room, Spider-Man collapsed on the floor from the ceiling, a loud thud heard as he did. "I'm okay..." he moaned, picking himself back up. He forced himself to stand and removed the costume, changing into some night clothes.

"You sure? You look like crap. Luckily your Aunt won't notice the bruises on your hips." Trixie said bluntly.

Peter gave a deadpan stare, "...Thanks. I guess."

"Gotta admit, you do look better than you sound." Ned admitted.

Peter sighed, "Except for the pain in my chest. Luckily that should be gone with a good night's sleep."

"So what the heck happened out there?" Trixie asked, seeing Peter's phone on the desk now. "You were doing all right, then you were just suddenly kidnapped."

Deciding to answer her question, Peter replied, "The Vulture... Not sure who he is... He had an exosuit with metal wings. But I managed to nab a picture of the harness he used."

Holding out his phone, Peter showed the picutre he took. Ned's eyes squinted, looking over the details. "Hold on... I think I've seen this tech before. Give me a minute to search." he began typing on his laptop, hoping his theory was right.

Trixie folded her arms, "He tore your costume, didn't he?"

"Yeah, he did. I gotta stick with the original until I get it stitched up, since this got roughed up a little too much to be out in public. Luckily, he only touched the non-tech areas." Peter mused, "I should ask Happy about that tomorrow."

So, after saying that, Peter reached a stick to the ceiling, revealing an entrance to a secret attic. Something came down on a string, revealing a costume tied up, his original. "I should find a better hiding spot for this thing in case Mister Stark decides to make a random visit again." he told himself.

Trixie's eyes widened, "Good lord. Trixie may not be Rarity, but even I must admit that looks tacky!" she took the costume from his grasp, noticing that it was the hoodie, "I forgot how... weird it looked." she added.

"It was a good attempt." countered Peter.

The girl looked at the mask, "How did you even see through these? These goggles are small and looking rather dusty."

Peter pointed to his head, "Spider-Sense. Look, it kept through when I caught a speeding bus. It will have to do until I get the new one fixed back up." he snacted the costume back and looked at it, "Maybe showing you was a bad idea."

He tied it back up and hid it back in the attic. "You do know Trixie was just jesting, right?" seeing her friend's annoyed face.

Peter nodded, "Yeah. Mister Stark did the same exact thing, so I can't be mad. At least you didn't go through a list of names and call it a onesie like he did. And I love the new one way better!"

"Aha!" Ned declared, "I think I found it." he spun the laptop around and showed a picture of what looked to be the exact same harness. "It looks like the one in Oscorp."

"Oscorp..." Peter hummed, putting his index finger on his chin, "I wonder how Vulty got his talons on those."

"Perhaps he's a vulture in more ways than one." Trixie suggested seeing the harness, "Stealing tech from big corporations like Oscorp? That doesn't seem too farfetched." she reasoned.

A bulb suddenly lit up in Peter's head upon hearing those words, "Wait a minute... That's how he, Shocker and the Enforcers got those Avengers-level tech! Whoever this Vulture is, he's been scavenging weapons and stuff from past battles, selling them on the black market, like that power core I found! And somehow it goes back to Oscorp. Nice thinking, Trixie!" he complimented.

"Well, Trixie has been a master of ideas before!" the girl bragged.

"Sure you have." said Ned, Spider-Man's mask suddenly on his face when they weren' looking.

Peter looked back then to his friend in a confused manner, "How the heck did you do that?"

Ned shrugged then removed it, "The mask is cool. I just nabbed it while you were looking at the picture."

Peter hummed, "Now there's just one more thing--"

A knocking sound snapped Peter out of his line of thinking. He sat on the bed and hid the laptop and the costume undrneath his bed, "Oh, uh, come in!"

Opening the door was May, a smile on her face, "Hey, you three." she blinked, "Sorry about me being late again, Peter. I chose to help at the FEAST organization. I'm sorry I forgot to tell you this morning." she apologized.

"No, it's cool, May." Peter assured with a wave of his hand, "FEAST?" he repeated, "Isn't that the charity thing hosted by Martin Li or something like every week?" he wondered. "What did you do?"

May nodded, "Yes. I offered food to those in shelter. It was simple."

Peter smiled, "That's great!"

His aunt nodded then yawned, "Well, I just wanted to check on you guys. It's getting pretty late though, so no loud noises. We got neighbors." she playfully said before closing the door.

Ned scratched his head, "She is right. It is getting late."

"Trixie could use some beauty sleep. Should we discuss this at the Sweet Shoppe tomorrow?" asked Trixie.

Peter rubbed his shoulder, "Yeah, we can do that. Because I'm just about ready to collapse in pain." he yawned, "Thank God tomorrow's Saturday!" he cheered.

Ned and Trixie nodded, standing up, "Well, we'll see you tomorrow, Pete. Around Noon?" Ned suggested.

"Yeah, that'll work." after that, the two friends left Peter, where he dropped himself on his bed, holding his phone. He turned off the light with his webshooters, leaving himself in the dark with only his phone as a source of light.

Bored, he dug under his bed and looked at the power source he stole yesterday, seeing its purple glow in the dark room. He had to figure things out, before more of those were used, before him, vigilantes like Daredevil and any other hero could be overwhelmed whether in Canterlot City or the world.

"Avengers weapons... how does one scavenge stuff like that anyway?" he whispered, "Whoever this Vulture is under that helmet, he must have some good connections." he added, hiding the core again.

Peter hopped back on his head, debating what to do now, but his exhaustion reminded him.

'Tomorrow...'

A dark room in a skyscraper, with only a lamp as a lightsource. There walked in two men, one wearing a green suit, the other clad in a yellow coat. They walked in the dark room, where they saw a chair turned to its back. It turned as a shadow formed and they saw pale hands fold in the only light source, "What matter do you wish to discuss with me?" came a deep, monotone voice.

Toomes spoke, "Spider-Man."

"Ah, yes, the new hero. How does this meeting of ours concern him though?" asked the shadowy figure, his voice calm, collected.

Adrian replied, "For years, we've swept this business of ours under the rug, away from Daredevil, the X-Men, and even the Avengers themselves. But this little bastard in red shows up, and suddenly he wishes to be the next best thing and hopes to ruin everything we built."

Schultz nodded and revealed, "It's true, sir. He even caught your Enforcers off guard."

The figure's eyes narrowed and he stood up, facing his body outside the window, turning to face the others, "I see. Well, as of now he has yet to put a dent in our little business deal. It will, however, become a problem should he dismantle this little deal of ours. Those weapons you find and upgrade make quite a profit in the black market, and I have use in you being alive in order to supply those."

"Should Spider-Man put a stop to it, however..." the boss held up a pencil and shattered it with two fingers, leaving dust where it once was. "Maybe I won't be so generous next time we meet. Do I make myself clear?" he warned in a menacing tone.

Toomes nervously nodded, "Y-Yes, Big Man."

A smirk could be seen, sharp teeth on the man, "Good."

Issue #4: Discussions

A truck sped by the street, forcing cars and people to move out of the way of its wrath. In the seats was a man wearing a gray hoodie in the driver's seat. His passenger was a man wearing a green striped polo shirt, confident grins seen on their faces as they drifted around a corner, the driver steering as fast as he could.

"Come on, man! Floor it!" the passenger shouted, hearing the sirens of police cars behind them. Money bags were bouncing around in the back as they turned. "And be careful!"

"What do ya think I'm doin'!" groaned the driver. "The police are on our tail!"

Then, a thud was heard on top of the truck. A red hand knocked on the window, which the driver rolled down. Popping his head down was a familiar wall-crawler, in his first costume now, "Well well... If it isn't my favorite pair of incompetent crooks, Marko and O'Hirn! So, what brings you driving down this road?" he asked, leaning on top of the truck. He offered a friendly handshake, but the crooks refused.

"Spider-Man!" growled Marko.

"What's with the hoodie? Lost your old suit?" O'Hirn joked.

Peter shook his head, "Well, if you must know, some bad guy tore it up a bit, and it's in the shop. So I'm stuck with this. So, what's up with you guys?" he explained casually before pausing.

Peter chuckled, "Oh right. We're not friends!" he dodged O'Hirn's elbow as he turned the wheel, leaning his head back. "Look, I'm kinda in a hurry right now, so I'm just going to have to end this little chase scene faster than usual."

Spidey shot two lines of webbing on their backs and forced the door open with his foot, allowing him easier access. "What do ya think you're doing?" O'Hirn asked.

Reaching another web-line to a pole, Peter held the four strings together as much as he could. "Oh, just a little thing I've been practicing on the occassion we met again." he quipped, jumping out of the truck, holding the two crooks with him as he did. "Glad I get to finally do it."

As fast as he could Peter tied Flint and Alex to the pole, keeping them from moving, "I'll be back to write the note!"

"Oh man!" whined Marko.

Then he zipped back to the driver's seat of the truck. He cracked his knuckles. "Okay. It's about time I practiced driving." he pressed his foot on what he hoped to be break pedal. Luckily, he heard the truck screech and he turned, making sure it stopped nefore anymore damage could be done. "Oh, thank God that worked." he wiped the imaginary sweat from his mask.

Seeing that the truck stopped, Spider-Man swung out and looked back, seeing Marko and O'Hirn still tied up, and he perched himself on the pole where they were. "So, guys. How does it feel to be the first catch of the weekend?" he asked.

"Shut up!" O'Hirn groaned.

Peter snickered, "Well, I gotta go! Hope you learned a valuable lesson from all this!" he swung away, leaving the authorities to handle the crooks he dealt with time and again.

Now back in his civilian clothes, Peter opened the door to the Sweet Shoppe, which looked as crowded as it normally did on Saturday. He saw kids from his school, adults wanting a quick bite, and strangers he's never seen before. Looking around, he saw Ned wave to him, where he sat across from Trixie in a booth.

Seeing the seat, Peter sat down on a chair next to Ned, "It's about time you showed up. We were gonna talk about this stuff without you." said Ned in a joking tone.

"No, we weren't." Trixie groaned, "I am still new to this after all."

Peter chuckled, "Sorry. I had to stop a car chase with my old pals, Marko and O'Hirn. They were breaking the speed limit with bags of money in a truck and I had to stop them before they actually hurt someone in their rampage."

"Haven't heard from those two since Shocker jumped into the scene." Ned realized with a smile, "They're still trying?"

"Well, this is Marko and O'Hirn we're talking about. From what Parker said those two aren't very bright." Trixie responded.

The wall-crawler grinned, "That's why it's so much fun." he looked at the tables, "You guys didn't get anything?"

"We were waiting for you." Ned explained, "You were about ten minutes. Not a big deal."

The girl sighed, "Well, Trixie was getting hungry."

Standing up, Peter held some dollars in his hand he pulled from his pocket, "Well, how about I get something for us? My treat." he offered, pushing his chair in. "You guys want anything?"

Ned shrugged, "Eh. A doughnut will do."

"Trixie would like a cup of coffee." Trixie added.

The boy nodded, "Sure thing."

"Uh, Pete--"

Ned didn't finish his sentence, because Peter accidentally bumped into someone as he turned around. "Oh man, I'm so sorry!" he apologized, hearing a female voice say the same exact thing at the same time. Wiping his eyes and opening them, he realized it was Twilight he just bumped into and he instantly lost all his composure, putting a hand on her shoulder. He inhaled as his cheeks turned red, 'Aw, Breadcrumbs...'.

Peter instantly noticed that the tray was empty and he looked up, seeing seven cupcakes in midair and descending. So, with his precision and reflexes he moved his arm so that he caught each one perfectly as they landed on the tray. He knelt down to catch the last one and he let out a sigh of relief.

The boy stood up and handed the tray to Twilight, "Here you go, m'lady." he offered, his voice going deeper and changing accents this time. Twilight giggled at his exaggerated elegance. "And again, sorry about that. Guess I should focus more often. It was rather... uncool of me." he apologized again.

"N-No, I'm sorry Stupid, clumsy me..." Twilight scolded herself and paused with a light chuckle, "...How did you do that so quickly?" she questioned, observing the tray and pointing at it, "Doing that must've required good reflexes and precision." she reasoned.

Peter blinked, realizing what he did, "Oh, uh... I work out?" he answered with a nervous, sheepish grin. He held back the urge to flex and show off and handed the tray back to Twilight while rubbing the back of his neck.

"O-Okay..." stammered Twilight, gripping onto the sides of the metal object, "Thank you."

The boy smiled, "No problem."

Once Twilight walked back to the table with her friends, Peter heard clapping. From Ned nontheless, "That was sick, dude! You should use your Spider-Man powers in public like that more often." he said quietly, hoping no one heard him, which luckily was the case.

"No thanks." said Peter. "That was a reaction thing."

Trixie smirked, "Well, whatever you did, it certainly caught Twilight's eye. But saying you work out? And what was with the deep voice?"

The teen shrugged, "Like I said, my brain goes all stupid when I'm around her. I can't explain it. Ugh, now I feel like an idiot for doing that." he facepalmed. "I wasn't this nervous when I was around the Avengers, and I've looked up to them since childhood!" he exhaled, "Look, I'm just gonna get our food and whatever and we'll talk then." he suggested and walked away.

Twilight smiled and placed the tray on her table, "Sorry, girls. So, did anything eventful happen yesterday?" she asked, hoping none of them would bring up what happened. The seven friends reached into the tray and picked out a treat.

"Nope! But I did eat an entire pizza covered in frosting by myself!" Pinkie revealed, earning some confused looks from the others. "It was really... not that good like I was hoping..." she gagged.

Applejack nodded, "Farmwork, the usual... Wheelbarrow broke and I had to fix it though."

Sunset held up a pen, "I was working on learning more about the magic that leaked here still. To see if there's anything we can do to make sure it stays within out school."

Rarity raised a hand as a knowing grin appeared on her face, "Now hold on... I do believe Miss Sparkle here is trying to change the subject on what happened just a mere moment ago."

"Oh no..." gulped Twilight.

Rainbow smiled, "Oh yeah! How the heck did Peter do that anyway?" she wondered, "Even I'm jealous. If he could do that, why didn't he join the soccer team? We could use someone like that! Not that we need him of course. Heck, last year when we worked together in gym class, he could barely throw a ball."

"H-He said he works out now...?" Twilight stammered out.

Applejack raised a brow, "Works out? No offense to him, but Peter looks as scrawny as a haystraw."

"Um... He does wear baggy clothes all the time, though..." Fluttershy defended.

Sunset hummed, "He says he works out and he can catch seven flying cupcakes in seconds without missing? And then there was that basketball incident."

"A net made of glass was a bad idea to be fair." Pinkie chimed in.

Twilight adjusted her glasses, "Maybe he's just that... good?" she suggested.

Rainbow snickered, "Hey, Twi. You should totally ask him to hang out. Maybe we can get some answers out of him?" she budged, "We got Spring Break coming up soon too! And I think we're going to a camp or something."

"M-Me...? No... Plus, he wouldn't go with an anti-social nerd like me." stammered the bookworm in a hasty mess of words.

Sunset shrugged and suggested, "It wouldn't hurt to try at least. And I doubt he'd say no."

Rarity smiled and put a hand on her friend's, "Darling, you do what makes you feel comfortable. But enough teasing from us, I do believe I heard Rainbow say something about a camping trip? We actually raised enough money for it?"

"Yeperoo! Maybe I can create the best ghost story ever!" Pinkie exclaimed.

Sunset grinned, "That sounds fun."

A head popped out of Twilight's bag, revealing a purple dog, "Did someone say camp? Finally, we're in my element."

"Were you napping in there this whole time, Spike?" Twilight asked.

The dog paused, "...Maybe?"

And then a few moments breezed by and he came back with a cup of coffee and two doughnuts. He sat down and said, "Here you go." he gestured.

Trixie held the cup, trying to ignore the heat and reached for the sweeteners and sugar, "Why thank you, Parker."

Ned took a bite and swallowed, speaking up, "So, you were mentioning something yesterday before your aunt walked in."

Peter perked up, "Oh, right. So, I got more information and was thinking about it last night. I think Vulture might be supplying the weapons he's finding to someone else. I heard the name Big Man being thrown around recently from Shocker, the Enforcers and the Vulture. Something tells me they're all connected."

"He's a big, big man!" Ned joked in a deep voice like a certain cartoon character. Peter let out a small laugh at that. "Sorry, you know I had to do that."

The webslinger snorted, "I thought the same thing. Anyway, we have to figure out where the Big Man is at though."

Trixie took a sip of her coffee and afterwards asked, "And how do you intend to do that?"

"Well, first of all, we should investigate things at Oscorp what with the harness coming from there. I have a hunch that Vulture has a connection there, I intend to gain answers and I'll figure out the rest from there." Peter declared, clenching his fists as said this.

Ned spoke up, "I don't think Spider-Man would be welcome at Oscorp though."

"Who says my alter-ego was going?" asked Peter.

The girl rolled her eyes, "Okay, I'll bite. How will wallflower Peter Parker get into Oscorp in an instant? It's one of the biggest companies in the city."

Peter raised a brow and wondered, "You do know I was friends with Harry Osborn and on good terms with his father since before he graduated last year right?"

Trixie spat her coffee, "Harry Osborn?!" she asked through gritted teeth in an attempt to stay quiet, "How the hell you continue having these strange connections, I will never figure out."

"The son of Norman Osborn?" Ned questioned. "...Oh yeah, I forgot! He used to sit with us sometimes!"

Peter raised a finger, "I used to tutor him, and we sorta realized we had a lot in common and became good friends even after his grades improved by Norman's suggestion. I check in with him every now and then now that he's in Canterlot University." he folded his arms, "And I think it's about time we pay a visit today."

Back in the warehouse, Toomes slammed his hands on the table Mason was working on, "How is the newest upgrade to the harness turning out, Phineas?"

Mason adjusted his glasses, "It's actually fixed and ready."

Toomes smirked, and looked at the upgraded exosuit, a thicker metal used for protection and the dents repaired from the battle last night, he snickered, "I think it's about time we paid my old boss a visit and show him how much better I am without him."

"You need any backup, Toomes?" Herman asked.

Adrian shook his head and held the helmet, "No. Gonna be a slim chance the kid's gonna be there. Once I'm done there, it's about high time we make the biggest heist: Avengers Tower. The Big Man is gonna be pleased once we pull that off."

Schultz looked to his gauntets, "...Sure thing. I'll be here waiting to do it... It's gonna be so good."

Issue #5: Oscorp

Years Ago...

At Oscorp, Norman Osborn walked into the room, seeing an angered Adrian Toomes with his arms behind his back, and a mortified Otto Octavius leave a sharp exhale escaping him in meditated rage, "Let me get this straight... You look upon my studies, reject them, and then later on create a program using my research without any proper credit?!" Toomes asked, his voice getting higher and angrier with each word said to his boss.

"I have nothing to apologize for." Norman simply replied, unnerved in the slightest. The two bodyguards behind him remained still.

Toomes' eye twitched, "Nothing to...? Osborn, you stole my work and used it without credit!" he snapped.

Osborn smirked, "Come on now, you buzzard. For decades, you left not even a footnote in scientific research. No one would believe you if you were to say you created tech flight at this point in your lifetime. I'm doing you a favor."

"Gentlemen..." began Norman, "You may escort Toomes before he makes a bigger scene." Osborn ordered. The bodyguards walked forward and held Adrian's arms as they walked out. "Let it be known, Toomes. You will never be successful, you are in your older years. It is too late for you to make an impact."

But Toomes turned around and glared daggers at Norman, "Let it be known, Osborn... I will prove you wrong." he growled the declaration, getting pushed aside.

Norman nodded, "I'd like to see you try."

Now...

Peter, Trixie, and Ned walked to the entrance of Oscorp, the automatic rotating door opening with them. They walked into a blue painted lobby where a receptionist sat on a desk. Peter gently put a hand on the table and greeted, "Hi, I'm Peter Parker. Is Norman Osborn or Harry Osborn available to see?"

The receptionist shook her head, "My apologies, but Mister Osborn is busy with a prior appointment."

"It's alright, they may come in." spoke the voice of a man, Norman Osborn, standing in another doorway. A thin smile was seen on his face, seeing the boy, "Peter Parker. It has been quite a while." he greeted, like he would an old friend.

Peter nodded, shaking Norman's hand, "Hi, Mister Osborn. I thought I'd stop by to see you and Harry."

"Ah, I see. And I told you already, call me Norman. Harry would no doubt be pleased to see you again." Osborn replied, his eyes wandering behind the boy, "Who are these two?"

Peter smiled and gestured behind him, "These are my friends, Ned Leeds and Trixie Lulamoon."

A realization hit Norman, "That's right, I remember Harry mentioning Ned a few times, but it is a pleasure to meet you, Miss Lulamoon. It seems you're treating Peter quite well."

"Well, these lovable buffoons are the only ones who can see my greatness." boasted the girl proudly, earning an eyebrow raise from Osborn.

Norman nodded, "I see... Anyway, if you want to see Harry, he's studying in his room. I'm sure he'd appreciate the company."

"Thanks, Mist-- I mean Norman." Peter thanked, correcting himself at the last second.

The three teens left Osborn to his own devices, where he saw Doctor Otto Octavius step into the room, wearing a metal harness with four metal appendages like an octopus. "Mister Osborn, the newest addition of the OsTech Flight Harness is just about ready." he revealed in a quiet tone, writing something on a checklist.

Norman nodded, "Excellent, Octavius. Perhaps you're not as useless as I thought. I'm still disappointed over the loss of the original, but I am glad to know you filled in the slack."

"R-Right, sir." Otto studdered.

Harry Osborn was well engrossed in a science textbook, having to study for a test by Monday. His eyes scrolled through the pages, his head never raised for any reason. He needed to impress his father by passing the test with flying colors, and ever since he was tutored by Peter, he was doing just that.

But a quiet creaking sound knocked him out of his train of thought and studying. "Knock knock." called a voice Harry knew well enough to recognize, a thin smile forming on his face. He wiped his orange hair and his eyes, which were heavy from over-studying.

"Peter Parker..." greeted Harry, shaking Peter's hand. "It's been a while, dude." he chuckled. His eyes looked to Ned, "Same to you, Ned." then he saw Trixie, "...And... You..." he paused, not knowing the girl's name at the moment.

"Of course..." groaned Trixie.

Peter looked back, "Harry, this is Trixie Lulamoon. One of the few people besides you, Ned and Sentry to tolerate me. We met after she saved me from one of Flash Thompson's locker gags. By that, I mean I was shoved into her locker and she opened it." he explained. "Somehow, after an explanation, she considering me worthy to be pals with or something. It's a little sketchy."

"He's an idiot, but he and Ned make good company." Trixie added with a thin grin.

Harry nodded, "I see. Well nice to meet you, Trixie. Any friend of Pete's is a friend of mine. I'm glad to see you're doing all right ever since I graduated." he patted his pal on the shoulder proudly.

Ned saw the desk, and saw a pile of textbooks, "Dude. Have you been on a studying binge?"

"Huh?" Harry noticed his stack of books, "Oh yeah... Sorry about the mess. I got a test on Monday and I need to prepare. Dad's gonna be annoyed if I fail."

Peter put a finger on his chin, "Believe it or not, your father actually let us in to see you. I think you could use a moment of fresh air. What do you say?" he offered, "Don't you have a balcony or something we can chill at?"

Harry hummed, then blinked, "If my dad let you see me, then I think I can hang for a bit. I'll meet you on the balcony, cause I've been holding in a burrito for five hours." he held his stomach as he said this and made a mad dash for the bathroom.

"Glad to see he's doing well." Ned said, "Now that we're here, we should go find that harness Vulture used. Or at least figure out if there really is a connection."

The wall-crawler nodded, "We will."

Peter, Harry, Ned, and Trixie all looked over the horizon of Canterlot City from the highrise skyscraper that was Oscorp. "What a view." exhaled Ned.

"Right?" Harry asked, "Every now and then, when the stress of school kicks in, I like to sit back and look over the city. It's really soothing." he explained.

Trixie gripped the railing, "Trixie would like something like this in her house."

Harry snickered and stood next to the girl, "Trust me, that is a wise decision."

Sitting on a chair, Peter spoke up, "This is where Harry and I had our little study sessions back when his father suggested tutoring; not that I think you needed it, Harry."

The Osborn son rolled his eyes, "You know how my father is, Pete. Always a perfectionist, but hey, we became good friends because of it. Plus, I did learn a few things from you after all. It's really coming handy now more than ever."

"I still can't believe you know Tony Stark and Norman Osborn and are friends with his son..." Trixie murmured. "How you are still a nonpopular nerd is beyond me."

Harry took an interest at what she said and smiled, "You know Tony Stark?! How did that happen?"

The boy shrugged, "An offer for an internship. He's a great mentor. He teaches me the ropes, but allows me to do my own thing so long as I don't screw up." it was a half-lie, but it was somewhat the truth, and he knew his friend deserved to know that at least.

"That's awesome!" Harry complimented and then looked to the distance again. "I'd be lucky to get an internship at Horizon Labs, let alone Stark Enterprises. Dr. Connors gave me a job at his lab in the meantime to give me some credits."

Ned raised a finger, "Huh. I'm working there part-time too."

"Really? At least there will be some familiar faces." Harry assured, high-fiving Ned.

Trixie folded her arms, "No offense, I thought that the son of the CEO of a major corporation was going to be snobbier than what Peter told me. But Trixie is glad to be proven wrong. I can see why Peter and Ned consider you a friend."

Harry shrugged, "Don't let the title and legacy fool you, Trixie. I try not to scare anyone away with the fact Norman Osborn is my father. In fact, these two were the first people to treat me like a normal person and not a celebrity. I guess that's why we hit it off so well." he admitted. "People think that I should be treated like one cause of my money, but eh, that's not how I work."

"I see." hummed Trixie. "Perhaps I misjuged. I apologize."

Chuckling, Peter quipped, "To be fair, Trixie has the biggest ego out of all of us."

Trixie gave her friend a deadpan stare, "Trixie would call it overbearing confidence."

Ned held back a smile, "Right."

A moment later, Norman stepped outside, "I see the four of you are enjoying yourselves." he eyes his son, "Especially you, Harry. I take it your studies are well?"

"Yes, Dad. I hope you don't mind if I took a small break." Harry slightly apologized.

Norman shook his head, "To be fair, you have been working extremely hard in school. It would be rude to leave your friends, wouldn't it?" he asked, earning a nod, "So, enjoy yourself for today. Then tomorrow you can bet right back to work."

"Thanks, Dad." Harry said.

Peter smiled, seeing his friend and his father get along after what he assumed to be a rough patch when they met. Those study sessions really paid off in that case. But he felt as though something was off, judging by that familiar tingling sensation he knew all too well on the back of his neck and he scowled, which Ned noticed.

"Pete? You okay?" he whispered.

The webslinger glared around, "My Spider-Sense is tingling. I have a feeling something's about to go wrong."

Suddenly, a loud screech blared and the sound of a jet was noticed. Norman looked around, "What was that?" he asked. In the sky was a figure clad in green, a being Peter recognized.

"Vulture..." growled Peter with a dark realization.

"T-That's Vulture...?" Trixie gulped, taking a step back.

"Holy crap. He looks so... menacing..." Ned admitted. "I need that armor in my life."

The Vulture swooped down and grabbed Norman, his talons digging into the shoulders of his business suit. "Dad!" Harry shouted, stretching a hand to the sky to reach his father, to no avail. His eyes widened in worry as he ran to the railing, where he stopped. "Crap! No! What the hell was that?!"

"No clue! Harry, call the cops! Go!" Peter ordered, and Harry ran inside to do just that. Then, Parker looked to his other friends, "I'm going to go after Vulture and save Norman. I need you two to stay with Harry. If he asks where I'm at, tell him I'm chasing Vulture by foot to keep track of his father, alright?!"

"Right. Kick his ass for us!" Trixie demanded, running back into the building, leaving Peter alone. He took off his shoes, then hid his clothes underneath a table, revealing his hoodie costume.

'Luckily, I still have my upgraded webshooters intact.' Spider-Man thought, putting his hood on over his mask. He jumped off the balcony and finally started his chase, seeing Vulture fly off in the distance. "I gotta speed this up!" he shouted to himself and zipped forward even faster, getting closer into reaching distance.

Vulture looked down, his helmet not intimidating Osborn in the slightest as he asked, "Who might you be?"

"Norman Osborn... It has been years. Ever since you took my flight research, I've been striving to prove you wrong. Now, with this upgraded harness, it appears I was right."

Norman glared, "Toomes...? Put me down this instant!"

Vulture chuckled darkly, "Not until you apologize! You ruined my life, my career!"

"Norman Osborn does not apologize!" scowled Osborn in his declaration for Toomes to hear.

Vulture shook his head, "Such a shame. I guess you'll have to pay with your life."

"What do you mean you annoying buzzard-- AH!" Norman screamed as he was let go, free to descend to the ground.

Vulture remained still, "I am the Vulture."

As Norman fell, he was unaware of an arm wrapped around his back, pushing him back upwards. He opened his eyes, seeing red and blue directly next to him, "Spider-Man?!" he wondered, seeing the wall-crawler focus on swinging.

"The one and only! You're safe with me, Mister Osborn! It seems the Vulture has something against you too! What's his beef with a guy like you, huh?" Spidey wondered, reaching further into the city and away from Vulture to take him to safety.

"I am not sure. He mentioned something about the harness tech we have." Osborn lied. "His real name is Adrian Toomes."

Out of nowhere, Vulture flew forward, gun in hand. "Do not fall for his lies, Spider-Man! I am doing this world a favor by ridding it of him! He has ruined everything I have worked for!"

Peter blinked under his mask, his hood flapping in the wind as he swung as far away from the beam as possible. "Right! Who am I going to believe? The harmless CEO or the psychopath with wings and an alien gun? It's so hard to choose!" he questioned sarcastically, narrowly dodging the purple rays of power.

"Can you put me down?" Norman suggested. "He's catching up to us!" he grunted.

Spider-Man rolled his eyes, "Wow. You're a whiny damsel. I'll put you down as soon as possible!" he swung lower than usual, seeing the police station come to view. A police care was parked outside, with two officers sitting inside.

Vulture charged his gun again, aiming it directly at Peter and Osborn once again as they got lower. Peter safely dropped Osborn on top of the hood of the car, where the officers jumped out instantly, "No time to explain. Vulture guy is there, take him inside, I'll take care of the problem!" he hastily elaborated, his Spider-Sense tingling again, noticing a purple light in the sky.

"GO!"

Norman followed the officers, "I'd suggest doing as he says unless you wish to become vaporized." he pushed the cops inside, where they were away from Vulture.

Peter backflipped, seeing the beam tear the car in half, "Does that thing of yours ever run out of batteries?" he quipped, landing back on the sidewalk before zipping upwards from the side of ths buildings even running up one too.

"How did you find me?!" Vulture shouted, seeing Spider-Man move closer to him. He swiped a wing, knocking the wall-crawler onto the roof of another building as a result.

Sitting up, Peter shot a web-ball onto Toomes, which was torn apart thanks to the metal wings. 'Bingo.' Peter thought, knowing what really happened. "Lucky guess." he announced, hopping upwards, using Vulture's wings as leverage to web-zip upwards and he swing underneath his talons, reaching for the harness. "So, you say Osborn ruined you? Are you willing to debrief me?"

"You aren't worth the time, Spider-Man." Vulture said, his voice monotone and annoyed. "I gave you a warning and you refused. It's time I followed through with my threat."

Vulture spun around, his wings slapping Spidey off of his harness, causing him to collapse. The wallcrawler grunted as he hit the rocky surface of the building's top. He rolled around and laid down on his back again. Seeing Toomes ready a downward attack, Parker backflipped and avoided the stomp from Toomes' metal talons, the floor actually cracking underneath him. "Alright, Toomy. Can I call you that now? Can we just end this before you ruin my hoodie look?" he rolled around again as he asked this, getting some distance.

Toomes grunted, shooting out his homing wing blades again. Peter's Spider-Sense gave him an advantage in reacting and so he flipped to one hand, seeing a blade stick to the surface. He leaned back for another one, narrowly missing his armpit. "Woah! That's one way to shave! Heh." he quipped, somersaulting forwards this time, avoiding two coming for him at the same time.

Vulture hissed and clenched a gloved fist, "Do you ever shut up?"

"Hm. Nah." Spidey replied, jumping over one more blade before webbing up the last one, tossing it back to Vulture and throwing a web-ball, stunning the bird-themed villain again, "You got a little something on your armor there. I might get it off if I were you."

Vulture swiped away the sticky substance Peter shot out with his wings and held up his gun again, "No more of this childish nonsense. It's time you stopped being a thorn in my enterprise, Spider-Man." he declared at last.

Under his mask, Spidey's eyes widened and instead of dodging, he decided to use his enhanced web-shooters to their full potential, aiming them for the barrel of the advanced gun, "Activate Taser Webs!" once he said that, blue sparks of electricity suddenly appeared on the gun and Vulture suddenly lost control of his grip as purple bursts appeared on the weapon.

Surprised, Spider-Man hopped back and was about to web Vulture to safety, 'That... Wasn't supposed to happen! Oh, I hope Mister Stark doesn't hear about this...' he groaned inwardly. But before his webbing could reach Vulture, he let go of the gun and flew away as it exploded, the aura covering the entire rooftop, barely grazing the two of them as they made their escape.

The force of the miniature explosion launched the hero and villain farther than they were hoping and Peter hit a wall before dropping back to the concrete surface. "It's okay... I landed on the soft, comfortable concrete below me..." he whined, hearing a cracking sound as he stood back up. "Ooh. No wait, nevermind. It's freaking concrete."

People all looked at the end of the battle in awe, wondering what was going on this time and they all circled around Spidey before he swung away and cling to a wall.

As Spider-Man stood up, he saw Vulture barely able to control his flight path, staggering in midair. "Aw. Is Vulty finally stopping? I thought you were going to follow through with that threat of yours?" he questioned in a teasing manner.

"Damn kid... Ruined my wings..." Toomes muttered to himself, retreating back to his warehouse for repairs after the disaster the short-circuited gun caused.

Spider-Man removed his hood and took off his mask once he was alone, exhaling and wiping the sweat off his head. "Thank God... I should tell Harry that his dad's alright..."

Arriving back at Oscorp, Peter climbed onto the balcony and changed back to his normal clothes, hiding his costume underneath once again. He sighed, 'Ugh. I'm gonna reek of sweat for the rest of the night.' he realized in disappointment.

The teen opened the door, and spotted Trixie, Ned and Harry in the Osborn's son's room. Harry instantly looked up upon seeing Parker, "My Dad... Is he alright?"

"Yeah." assured Peter, seeing Harry perk up, "Spider-Man saved him, took him to a police station for safety and that birdman creep is gone too. I watched the whole thing while chasing him. Your father's safe, Harry. You should go check on him. We'll head home and leave you two alone." he said.

"T-Thanks Peter..." Harry sighed in relief, running to see his father, leaving the crime-fighting team on their own again.

Ned folded his arms, "That was Vulture... Holy crap."

"Yeah." replied Peter simply.

Trixie raised a brow, "He got away again? What are we going to do with that creep? He could be anywhere in Canterlot!"

Peter smiled, holding out his phone, "Actually... I used my advanced web-shooters to plant a nanotracer on Vulture. He doesn't know I can track his secret base. Tonight, we're ending this. Because I have a feeling Beaky has something big planned."

"What do you want us to do?" Ned asked.

The three walked to the balcony and Peter revealed his Spider-Man hoodie costume. "Keep tabs on me and the baddies from your laptops and headsets back in my room, the spare key is under the rug again. May should have another FEAST charity thing late tonight, so by the time she gets home, I should be back."

"Go get that winged creep, Peter. Don't go screwing this up, please." Trixie begged, "Because you are one of the few people who tolerate me." she admitted.

Spidey smirked, "I'm not dying, Trixie. This will be a cakewalk. Vulture's weak and Shocker has no place to hide now. This little weapons trade empire is crashing."

Ned patted Peter's shoulder, "Go get 'em, Spidey!"

Peter saluted his friends before swinging away. "That idiot gets himself into more danger than I realize." murmured the blue-skinned girl, brushing her hair.

"He can handle it. If he can handle half the Avengers and an X-Man at an airport, he can handle a birdman and wannabe crook when they least expect it." Ned comforted, placing his trust in his friend.

Issue #6: Vulture Clash

Night began to fall upon Canterlot City. Luckily, this gave a certain wall-crawler the advantage of not being seen as he snuck around, looking for the last location of Vulture's tracker. After some searching, he finally wound up across from a warehouse. 'This looks to be where Toomes is hiding out in...' he thought, leaning on the side of another warehouse in the dark. It was far enough from the city to not be noticed by the common eye, making it a good hiding spot.

Peter whispered, "Bingo..." he zipped upwards to the warehouse. "Of course it's in a secret warehouse. I guess cartoons can be right sometimes." he muttered, opening a bent shaft with a web-pull, the lid dropping into the surface. "...Let's get this over with." he said, crawling through the ventilation.

'Ugh. You'd think a bunch of supervillains would clean out their vents. I can already feel the dust enter my mask.' Spider-Man moaned inwardly, holding back a sneeze. He coughed instead, "Hopefully the warehouse itself is cleaner than this. One day I'll invent supervillain lair health inspection."

He finally saw an open shaft and quietly crawled out of it, making his way to the ceiling. There was barely any light in the room, with the exception of a single lamp. He saw three people. One clad in green, one in yellow and someone wearing a lab coat. 'The one in green must be Toomes. Yikes, he certainly is a Vulture.' he commented in his head, noticing Shocker with him, 'And there's his best pal, Shocker it seems. It's about time I ended this.'

"We're takin' Avengers Tower tonight?" Schultz asked.

Adrian nodded, "That damn bug is forcing me to draw my hand. Luckily, with the Avengers still fractured and the rest across the planet, it should be an easy heist."

'They're gonna break into Avemgers Tower? That's where that Damage Control corporation stores their goods from past battles. If they were to get their hands on that and sell it on the black market, that's bad news for everyone.' Peter jumped down and cleared his throat, "Hey there! So, uh, am I in the wrong lair?"

Toomes turned around and narrowed his eyes, "You! How the hell did you find us here?!"

Spider-Man got into a crouching stance, "I have my ways. This is the big HQ, huh? Gotta say, I'm a little disappointed."

Adrian growled, "Mason. Go. Shocker, hold him off."

Schultz chuckled and held out his arms, "With pleasure!" he shot a vibration blast put towards Peter and he flipped to the side, thankful that the warehouse was larger than it looked on the outside. Phineas managed to exit in those few seconds, leaving Toomes and Herman to deal with Spider-Man.

Peter groaned, "Two on one? You guys are really unfair!"

"Life's unfair, kid." Toomes declared, seeing Shocker blast another beam after Spidey, the wall-crawler clinging onto a wall to dodge it, Shocker walked closer to him, hoping to get better aim. "Let that be known here and now, Spider-Man."

Shocker raised his arms, but before he could attack, Spider-Man performed a dropkick and held Shocker's shoulders, leaping off of him and landind behind him. "Yeah, I figured that out years ago, Toomes. What about you, Shocky? What's your story?" he asked, rolling around as Herman attempted to punch him.

"To be recognized." Shocker stated simply.

Spider-Man shot some weblines on Shocker's gauntets, the villain blasting them to ashes as they came closer, forcing Peter to dodge once again as a result. "Really? This is the worst possible way to do that! Did you fire that PR agent like I suggested?"

The Shocker managed to charge his gauntlets again and moved his arms as Peter moved, surprising Spidey as he was hit by a beam, his body flung across the room. "Ah!" he screamed, tumbling on the ground and hitting a table leg. He crawled foward and shot a webline onto Shocker's leg, yanking his foot and making him trip on his back as a result, a loose blast hit the ceiling, causing some debris to fall.

"Get up, Schultz." Toomes demanded.

Spider-Man got back up, seeing Shocker do the same. "That felt good to do. Got anything to add, Toomes? Cause it looks like you're a little... unarmed right now. No wings, nothing." he bragged, dodging another one of Shocker's blasts. He crouched down when he landed, performing a roundhouse kick onto a chair that Herman deflected with his gauntlets' power, breaking it apart.

"Oh, I don't need them on me." Toomes revealed.

Peter paused and blinked under his mask, "...Huh?"

A booming sound was coming closer to Peter, his Spider-Sense going off again. On instinct, he performed a backflip, the Vulture harness swooping past him, tearing right through the wall. "Holy crap! Your suit's alive! The robot overlords are here!"

"Remote control, Spider-Man." Adrian stated simply, "It seems you're a little overwhelmed, hm? I gave you a warning, now you brought the consequences on yourself."

The wallcrawler scoffed, "Yeah, as if I'm the bad guy here."

Peter perched himself onto the wall and ran on it, avoiding the flight harness as it sped towards him again. However, as he jumped off the surface, Shocker hit his back, launching him forward through the wall, creating a large hole as a result. Peter backflipped again, avoiding the wings as they neared him, destroying a support column of the building, his eyes widening, realizing that if he wasn't careful the whole building could collapse.

Spider-Man noticed a purple glow again and he swung forward, driving his feet towards Shocker, kicking his face, the suit offering resistance to the attack, though. "Here you go!" shouted Spidey, turning his body while leaping so that he clinged to the ceiling, facing the ground. "Can we just call this a draw please?" he asked with a shrug, his feet still stuck to the ceiling.

"No."

As Spider-Man remained there, Toomes pulled out one of his weapons and aimed it at Peter, a blue aura overtaking his body before he could react. "What the heck?!" blurted out Spider-Man, unable to move his body now. He struggled and descended as Toomes lowered the gun, bringing him face to face with Shocker again. The harness finally connected itself to Toomes, the weapon still held in front of him.

Shocker pointed his gauntlet directly into Spidey's face, "Uh, hi there. I kinda can't fistbump right now..." he gulped. "AAAAHHHH!" he screamed, feeling the aura vanish. But as a consequence, the blast hit him directly, launching him across the warehouse. His hearing was gone, replaced with an obnoxious ringing sound, he cringed at the feeling, his hearing slowly coming back to him. He tumbled onto his stomach, teeth gritting as he mustered all the energy he could.

Unfortunately, Vulture, with his helmet and suit on now, used the anti-gravity gun again, holding the already stunned Peter in midair. "Ow..." he muttered, still unable to hear his own voice. He could tell that his two enemies were conversing, but their voices were faint, overtaken by the ringing. He saw Herman stepping in front of Vulture again, the bird-themed criminal activating the jets on his wings so he could hover at the very least.

Spidey's body was rotated as that his feet were near the ground now. Instead of using his gauntlets, however, the Shocker simply punched Peter in the face. "That's for being a pain in the ass." he declared, Spider-Man able to hear his voice again, the ringing beginning to fade. Another punch, causing Peter to hiss in pain. "That's for getting in our way." he added, dishing out a right hook to the wall-crawler's stomach, "And that's for thinking you could stop us."

"S-Stop..." gasped Peter, losing his breath. Vulture finally released him and he collapsed on his knees, heavy panting heard as he held his chest now. "P-Please..." he begged.

Vulture growled and pinned Spider-Man to the wall with two blades from his wings, the gun dropped and still on, holding him, "A-Ah!" he screamed again. He struggled again, his body unable to move, "J-Just stop..." he whined, seeing Toomes step closer, looking him straight in the eyes through lenses and visors. Peter gritted his teeth and tried to move again, to no avail. Vulture punched Peter in the stomach, knocking the wind out of him as he exhaled.

Then, Toomes raised a hand and reached for Spider-Man's mask, "N-No... I'm begging you! Please no!" screamed Peter, seeing his homemade mask in Adrian's hands. His eyes widened as he saw Toomes and Schultz tilt their heads. Peter hung his head in shame, realizing that his secret identity was exposed.

"A kid...?" Vulture realized, "A damn kid has been in the way of our little market?!" he growled in anger, driving his fist directly into Peter's face, bruising it. "You son of a bitch!" he shouted, "I saw you in Oscorp! How could a little brat like yourself do so much?!"

"I'm not telling you..." spat Peter, glaring at Toomes.

Despite the helmet, Parker still heard a dark chuckle from Vulture, "It's funny. Osborn told me that I had nothing left to live for, that my research wasn't worth being credited for. I was on top of the world with the money gained from marketing Avengers weaponry with help from the Big Man getting them. But you... You kept getting in the way." he announced. "A kid. You have so much left to live for unlike me."

Vulture cracked his knuckles and grabbed his gun, pinning him down on the ground now. Peter gagged, feeling his talons keep him still. "I see your face... I can use that. You have friends, a family. Once I get what I want from Avengers Tower, I'll kill you and everyone you love." he declared, holding him by his costume, deactivating the gun now.

Peter's eyes twitched into a scowl and he roundhouse kicked Vulture's helmet, forcing him to be released. "That's it! You're n-not going anywhere near them!" he announced with a slight cringe, his body still sore, shooting two lines of webbing forward, but they were deflected. Vulture swooped forward and was about to tackle Spidey, but he somersaulted to the side and dodged him.

However, while he was focused with Vulture, Shocker knocked him back surprisingly with a vibration blast. Parker got his bearings and performed a handstand, flipping in the air and kicking Shocker back. "Don't think you're off the hook, Shocker!" he shouted. "All this... this oncoming destruction, finding these weapons? Selling t-them... Because of a-a grudge?" he studdered in disbelief. "I can't believe you guys!" he growled in rage.

"Damn right." Shocker declared, his gauntlets primed again, pushing Peter back. His body stuck to the wall before he collapsed on the floor again, coughing and wheezing as he growled in agony. Vulture kicked him as hard as he could, his metal talons grazing his body. "Should we go now?" he asked his boss, seeing his head nod. Peter struggled to move at this point, his body sore beyond belief.

"Yes. But first, leave no evidence." Toomes announced. Shocker knew what he meant and aimed his gloves upward and in various directions, destroying the ceiling and the support beams holding the building up. Vulture hovered and then carried Shocker with his talons, carrying his gun as they flew out the window. They left Spider-Man alone, his mask on the floor in front of him.

Spidey struggled to move, barely able to lift his arms to crawl. He grabbed his mask as he made his escape. But he could barely move, 'Come on... I can't lose... Not now... I have to get out.' he thought, his mind scurrying to get some energy. He dropped, his body aching. He wheezed as he felt a stinging sensation on his stomach. "U-Ngh..." he grunted, trying to pick himself up.

Then, it happened, the building collapsed, leaving a chasm in its wake. Debris and rubble were everywhere. All hope seemed lost as there was nothing left of the warehouse.

Underneath a large pile of concrete and steel was Peter, unable to move once again. He was panting, tired, beaten. He clenched his eyes shut as he tried to push the debris up. Nothing. He dropped before doing it again. Nothing.

"Ngh... Help!" screamed Spider-Man. "Anyone!" he shouted at the top of his lungs, hoping someone heard him. No sound came from above him. He was alone, trapped. He looked around throughmthe darkness. Nothing again.

Tears escaped Peter's face, scared. This wasn't something he's done before and now his body was struggling to pick itself up. "Help me! Please! I was stupid! I thought I could do it! I was wrong! Help!" he cried out, "Mister Stark! Anyone! P-Please!" he cried again, closing his eyes as he sobbed. "I'm just a kid!"

"N-Ned... Tr-Trixie...! Can you hear me!?"

Ned and Trixie sat down on the bed, laptop ready and headsets over their heads. "Okay, let's see how Peter's doing." said Ned, looking over the phone tracker. "...He's at a warehouse in the edge of the city. That can't be good."

"Oh dear. That must be Vulture's hideout." Trixie muttered, turning on her headset with Ned, hearing grunts and cries from the other end. "...Huh? What is it?"

'T-Trixie...?' Peter gasped out from his end.

Ned held a finger to his ear, "Peter? Peter, what's wrong?!"

'Vulture... Shocker... Unmasked me... Raiding Avengers T-Tower... I-I'm stuck underneath a building!' Spider-Man sobbed, 'I can't move! Send help, get anyone! I can't do this on my own!'

The two friends shared a concerned look, hearing how broken Peter sounded from his side. However, before they could respond, they heard the bedroom knob creak open and they froze, turning off their headsets now, seeing May open it, "Hey, I'm back early..." she paused, "...Where's Peter?"

"Mrs. Parker?!" Ned practically shouted, "W-What are you doing back this early?"

May replied, "The organization ended the feast earlier than I thought. Now, where is Peter at?"

Ned and Trixie both gave each other a worried look, then back on the laptop. A scowl began to form on Peter's aunt's face, "Where is my nephew?" she asked with both concern and slight anger.

"U-Uh... We can explain..." Ned started to say, before May scrambled to look at the laptop, seeing the phone tracker. "That."

May held her head, "Was he kidnapped?! Oh my God..." she whispered, tears threatening to run down her cheeks. "Peter, no..."

Trixie gulped, "Mrs. Parker... There's something we should probably tell you. Something Peter should've told you..."

Hearing that, May instantly turned around, intending to listen to every word she had to say.

Peter punched the ground, "Ne-Ned! Trixie! Can you hear me?! Did you get help?!" he cried out, still struggling to move the debris from his back, which continued to hold him down.

'U-Uh, we're trying. Something popped up.' Ned answered at last, 'Listen, someone needs to talk to you.'

The wall-crawler raised a brow, "W-Who..." he exhaled. "Ow..." he blurted out, still slightly sore.

'Peter...!' came the voice of an older female, someone Peter knew all to well.

Spidey's eyes widened, "A-Aunt May?!"

May could be heard holding back a sniffle, 'Oh, Peter... Why didn't you say anything about this?! I can't believe you would do something this stupid and not tell me!'

"I-I'm sorry..." cried Peter, more tears running down his face now, hearing the voice of the woman who raised him. He was both relieved and disappointed in himself, his aunt seemingly knowing his secret now. But now was not the time to dwell on that.

'Look, we'll discuss this Spider-Man thing later. Ned and Trixie just told me what was happening. You have to get up, Peter. Get out of there anyway you can!'

Peter sobbed lightly, slowly getting more comforted as he heard his aunt, "May... I c-can't. There's too much debris over me! I-It's too hard!" he whined. "I was too rash, I was stupid! Now I'm gonna die because of my stupidity! I thought I could stop them, but I just made you all targets instead!" he shouted, putting his head to the ground in shame.

May replied, 'Don't say that to me, Peter. I can't lose you like I did Ben. You acted rash, yes, but that's because you're too determined to give up. Ben and I raised you to be good and to not give up. Especially now! Please, Peter!' he looked down, seeing his mask, covered in dust. It reminded him of why he wore it. Hearing his aunt... It eased him. He couldn't let her, Ned, or Trixie down. Not now, not ever. Especially at this point.

As May begged for him, Peter growled, "Ngh..." he coughed, his back pushing on the debris, it moving up, "Nghh... Ugh!" he shouted, finally, he moved as arms, raising them over his head. The debris began to lighten up as more pieces of rubble and concrete fell. "Grah!" he growled, pushing himself to his knees.

It took everything Peter had to not drop dead from exhaustion. His arms were raised over him, holding the debris up. "Agh!" he hissed out through gritted teeth. "Almost..." he muttered, feeling the pile begin to lighten up as he moved it.

'Come on, Pete!' Ned cheered. Peter opened his eyes.

'Don't give up now, Peter! Trixie will never forgive you if you do now!' Trixie demanded. Peter's arms were raised even higher.

'Peter... Come home please...!' May shouted. A smile appeared on Peter's face.

Finally, with one last push, Peter stood up and dropped what was left on the floor. "Here... It goes!" he screamed as he did so. Once he was in the clear, he dropped to his knees and panted. "I... Did it... I did it...!" he repeated proudly with a growing grin, tired. He looked at his mask, seeing his reflection in his goggles.

Spider-Man heard three sighs of relief from the other end and he chuckled lightly, "Sorry about that guys." he apologized, his voice cracking from exhaustion.

'Never do that again.' Trixie said.

"No promises."

May said, 'Don't say that, young man.'

"R-Right... Sorry." Peter apologized.

Ned lightly laughed in relief, 'Thank God you're alright, dude. Vulture and Shocker must've roughed you up though.'

"They did." Spider-Man put his mask back on, "And this time I'm ending it. They're attacking Avengers Tower and they threatened you. I can't sit by anymore."

May exhaled, 'Go get them, Spider-Man. Then we'll talk.'

Spider-Man nodded and shot a webline, "You got it, Aunt May! I'll be home soon!"

And so, revigorated, Spider-Man swung away, his destination, Avengers Tower, where Shocker and Vulture said they would be. He had to end this battle. Too much was at stake now and Peter couldn't let his friends and family down.

Issue #7: Avengers Tower

Perched on a billboard was the Vulture, binoculars held in front of his helmet, seeing Avengers Tower across the street. "Empty. It's time to enact our heist." he ordered, seeing Shocker on his way to the door. With his arms out, he broke through and walked inside the empty building, destroying any camera to allow Toomes inside without a problem. Schultz aimed his gauntlets in any direction, assuring that access was easier to handle without Stark's security system.

'All clear, Toomes.' Shocker said.

The Vulture put his hands on his knees, "Finally." his wings were activated and he hovered, flying towards the tower.

However, behind him was a certain webslinger, his hoodie costume dirty and his mask still dusty. 'There he is. I got the element of surprise on him this time.' he noticed, swinging forward from a distance where Toomes didn't notice him.

Spider-Man aimed his webshooter, placing a line of webbing on Vukture's talons unknowingly to the villain. 'Let's hitch a ride.' he thought, holding on as tight as he could as Vulture continued flying without noticing his hated enemy,

Vulture ascended, bringing Peter up woth him, the spider holding back a gasp from the sudden movement. Spider-Man noticed Vulture flying over the enlarged 'A' of the building as he landed on the roof, where Spidey finally made his drop.

"Sorry, I thought that was the flight to Jersey." quipped Peter, finally revealing himself.

Upon hearing the youthful voice, Vulture turned around, annoyed that Spider-Man had found him, "You... I thought I rid of you for good." he announced.

Spider-Man jumped forward and drove his fist right into Toomes' helmet, denting it slightly, "I don't give up easily, Toomes!" he shouted, performing a handstand and kicking back the older man, seeing him flinch slightly as a result.

Vulture put a hand to his ear, "Schultz. Take what you have and leave. It seems we have an interloper."

'What about you?'

Toomes slapped Peter back with his metal wing, launching him across the rooftop. "I'll finish him for good. The Big Man needs that equipment supply!" he demanded. "He will be too focused on me to pay you any mind."

'R-Right.'

Spider-Man webbed himself upwards and somersaulted back on his feet swiftly. "Gotta do better than that, Vulty!" he boasted, aiming a line of webbing forward and slinging himself ahead, ready to attack Toomes once again.

As he did this, however, Vulture activated his wings again and took flight, intending to take down Spider-Man from the sky. Peter noticed this and aimed a webline upward to Toomes' talons, shooting himself into the air as well. Peter was performing a backflip, his feet connecting with Vulture's chin. But as he turned upright, his leg was grabbed by Vulture and he was slammed onto the roof, the force of his body falling creating small cracks on the surface.

"Ow..." groaned Peter, holding his chest then back as he sat upright, his body now sore again.

The bird-themed villain used his metal blade wings in order to hold down Peter's shoulders, the blades driving themselves into the vloth, pinning the wall-crawler down on the ground from the force of their movement. "Stay down, Spider. If you know what's good for you." he warned, seeing Peter barely able to move.

As Vulture was about to enter the tower, Spider-Man turned his head and yanked the blade off his hoodie, feeling lucky that they didn't stab right through his shoulders. He gripped the projectile tightly and then threw it forward, driving it directly towards Vulture's wings, jamming one of the jet thrusters. Toomes noticed this and immediately glared, "What... Did you do?!" he shouted.

Spider-Man grabbed the other blade and threw it at Vulture, the villain catching this one and reapplying it directly into the harness where it came from. He noticed his left wing acting more jittery than usual as Peter spoke. "Tampered with one of your little jet thrusters. You're not gonna be flying straight for a while."

Adrian cracked his knuckles, "You... brat..." he growled.

"Aw, what's wrong? All out of clever insults, you buzzard?" Peter teased, leaping above Vulture's wings. "Face it, Toomes! It's over! You forgot your weapons, you destroyed your base, I'm here to stop you, and one of your precious wings is broken. And you're all alone! I have to say the odds are against you!" Peter announced.

Vulture removed his helmet and threw it on the ground, "Do not... Call me... A buzzard!" he screamed, intending to attack Peter, he moved humself forward enough to tackle Spider-Man and pin him back down. His Spider-Sense triggered, but the speed of the remaining thruster was too fast to react appropriately.

Peter grunted and kicked both of his legs upward, knocking Vulture right off of him, his wings covering his small descent as he landed hard on his back, sparks flying off the metal as a result. "Dumbass kid..." Vulture hissed to himself, noticing Peter getting back up.

Using what resources he had left, Vulture ascended again, and used his talons to grab Peter, taking to the skies. "Oh, your element, huh, Vulty? Trying to even the playing field..." muttered Spidey. "Well, guess what?" he aimed a hand upward and shot a thin webball, hitting the broken jet thruster, much to Vulture's surprise.

"You fool! You'll kill us both from this height!" Toomes shouted, his voice barely heard through the clouds.

Peter smirked under his mask, "I'm not that stupid."

As Vulture's flight course became a lot more shakey, he decided to not risk anything and descend. As they neared Avengers Tower again, Peter shot a webline back onto the building, slinging them back to where they first started, their bodies tumbling. Toomes was the first to stand up, and was about to throw his foot down, but Peter backflipped, avoiding the stomp. "Ooh! Missed, Toomes! You must be getting slow in your old age!" he quipped, jumping back onto his feet.

"You won't be laughing once I destroy everything you hold dear, like Osborn did with me!" Vulture declared loudly, getting desperate as he was running out of options. He lunged after Parker, unable to respond as the wallcrawler dished out a kick to knock him back.

Spider-Man watched as Vulture staggered back, "See? That's where you made a mistake. You threatened my friends, my family. I don't take that stuff lightly!" he revealed, webbing up Toomes' fists before sliding underneath his legs, tripping him in the process. "And I'm still really sore, so I want to end this soon."

Vulture hissed in pain, his face colliding with the roof. "Damn it!" he punched the ground and activated his metal feathers, using them to distract Spider-Man.

"What the--?" he dodged each one with ease, but was too distracted and unfocused to notice Vulture coming towards him and kicking him, the blades reaching back into the harness. He punched Peter's chest as he was knocked down and stomped on it, causing him to lose breath as Vulture let out all his rage. Again. Again. And Again.

Peter struggled unable to move as Toomes smacked him with his wings, his face possibly cut now. He panted and felt Toomes grip his mask, removing it once again, revealing his bruised face, drops of blood dripped from a recent cut. "There. I wanna see the look on your face once the time comes." Toomes purred.

He removed his metal talons from Peter's chest and used his wings to hold his body up by the hood. Toomes smirked as he saw Parker's saddened, worn out face. "It's over, kid. We got what we came for, and now you'll have to watch as everything you've loved falls apart." he insulted.

However, Peter opened his eyes upon smelling smoke. His Spider-Sense went off again and noticed the smoke coming off of Vulture's harness, emitting into a small flame. "Oh crap..." he muttered, realizing they both could die as the jets and gas would emit a bigger explosion than expected. The jammed blade in the thruster was what was causing the growing flame, the kid noticed.

Without any hesitation, he webbed Toomes' mouth, kicked himself off of his blades, tearing his costume again and he flipped over his back. He shouted, "T-Toomes...! Y-Your harness!" he shouted, noticing the flame getting bigger. He tried to yank it off, but his arms were too tired to even budge it. He grunted, pulling back as hard as he could to no avail, and he sighed, his body aching beyond belief.

Realizing that the kid was right, Toomes activated his wings and took to the skies high enough to the clouds, with Peter still holding onto him. The two were sent upward before Toomes ejected himself from the harness. Peter nearly blacked out the higher he got and his eyes closed. But he took one look at Toomes' falling form, 'So... tired... Weak...' he thought, barely able to move as he too fell.

'N-N-No...' groaned Peter, realizing that Toomes wouldn't survive, 'I-I'm not letting him die. When I'm around... no one dies. I can't let Uncle Ben down!' he declared in his head, forcing his body down as fast as he could, trying to catch up with Adrian. At last, he caught Toomes' unconscious body and wrapped an arm around his back. 'Okay... Okay... I got him... I have to aim this just right...'

Seeing the tower come closer, Spidey finally shot a webline to its side, halting his momentum as he swung himself and Toomes upward landing back onto the rooftop safely. He dropped the criminal's body and looked to the sky, seeing an explosion. Noticing that it was over, he kneeled, a smile forming on his face.

"H-Huh...?" he heard a groan, noticing Toomes wake up. "The hell...? You saved me...?"

Peter slowly nodded, "Yeah... I-I did... No matter what... I'm nit letting anyone die on my watch... not even a scumbag like you, Toomes." announced the wallcrawler.

Toomes gave Peter a thin smirk, "Heh. Not bad... I owe you one..." he muttered, collapsing when Peter punched him in the face, knocking him unconscious for good. He then used the remaining webfluid he had to tie Toomes up.

"You better..." moaned Peter as he placed his mask back on his head and raised his hood, his body dropping as well, his chest heaving from exhaustion.

A moment later, Spider-Man heard metal clanging and sat up. Standing across from him was a red and gold suit of armor, holding a briefcase in his hand. A figure that he looked up to, "M-Mister Stark?" he asked through a gasp.

Iron Man looked around, "Uh, hey, kid. I see you've been rather busy here."

"Y-Yeah, I have. This guy was selling crazy Avengers weapons on the black market and I had to stop him and I... think I did. Why are you here though?" Peter asked.

Iron Man raised his faceplate, revealing the face of Tony Stark, "My systems detected a break-in to the tower and came here as soon as I could, but I see you have everything taken care of..." a scowl formed on his face, "Even though it was entirely reckless to handle this situation by yourself. You could have gotten yourself killed, you know." he scolded the wallcrawler.

Peter sighed in disappointment, "I'm sorry, Mister Stark. But they were handing these weapons around and giving them to common criminals! If you weren't around, then who was going to stop them?!" he was nearly shouting, "I was the only one with the knowledge about this scheme! You weren't around, Happy took forever to get to you, the Avengers are fractured, and I don't know if others like Daredevil or Luke Cage are even aware of this market that's been starting!"

Spider-Man continued, "Toomes was ready to kill Norman Osborn, they were robbing banks..." Peter continued, seeing Tony's stoic expression, "I told you when we met, I'm looking out for the little guy. I wasn't going to stand back while knowing this was happening." he inhaled, "I had to do something, otherwise someone may have had to lose someone like I did Uncle Ben because of my inaction."

"I'm sorry... But it's my responsibility to help anyone and stop the bad guys from hurting those who don't deserve it... Even if you don't agree to how I go against your orders."

Tony's eyes narrowed as he pondered the kid's words, "You know what? You're right. I told you to be a Friendly-Neighborhood Spider-Man." he realized, "I... guess I didn't realize that the neighborhood was changing. And you did handle the situation without putting anyone in risk." he noticed, looking around. He chuckled, "Though I'll have to charge you for the stuff that was already taken."

"Yeah... The other guy got away. But I planted a tracker on him when we last met and I intend to figure out where he's heading." Peter apologizd again, "But I found the main dealer, Adrian Toomes."

Tony smiled, "Not bad, kid. You got guts.." he patted Peter on the shoulder, earning a smile from the teen hero. "I see I made the right decision to give your suit a few minor modifications when I repaired it into shape."

"Y-You did?"

Stark nodded, "Yeah, I did. But that's up to you to find out. Now get some rest. I'll take it from here." he ordered. "Just know that I'll be checking in on you every now and then. Happy has been keeping me updated." he said.

Spider-Man nodded, holding the briefcase as he readied to head home after a brutal night. He knew that although Vulture was taken care of, he had Shocker and the Big Man to worry about. And with Iron Man's approval, he was more than willing to solve it.

But first, he had a concerned aunt to talk with.

Author's Note

And so ends the Vulture arc, next chapter's the epilogue and then the next arc will commence right after.

Expect a flashback interlude after Issue #13; but I'm still wondering which to do: this universe's Airport Battle or Peter and Twilight's first encounter?

Interlude: The Talk

It was the morning Peter dreaded. And he could tell it was already off to a good start when he saw Aunt May sitting at the table with wheatcakes in silence. He sighed and took a seat across from his aunt. Awkward silence was passed among the two for a moment, that is, until the woman finally broke the silence with a simple question.

"How long...?"

Parker exhaled, "Remember when I was really sick? And how I started to act... more emotional?" his aunt nodded. "I was bit by some altered spider. And it gave me powers unlike anything I've ever dealt with..." he frowned.

May looked at the ground, "So, this happened before Ben..." she didn't finish her question.

"Y-Yeah." slowly nodded Peter, "I-It was..."

May held Peter's hand, "This whole time you were out with what I thought was an internship, and worrying about you disappearing. You were out there fighting criminals?! Why didn't you say anything to me?" she asked, feeling hurt over not gaining the trust of her nephew. "Did you not trust me?"

Peter shook his head, "No, of course I could trust you, May. I-It's just... I know that you wouldn't approve of me going out there and doing all that. But I made a promise and that's what I intend to do."

"So, Tony Stark came here not for a charity fund... But for Spider-Man?" she saw Peter nod again and growled, "I should've known something was off when Spider-Man appeared at the same time you left for Germany!" she growled, "He let you go into that dangerous battle?!"

"May..." Peter tried to ease May, "I knew the risk. In fact, he wanted me to pacify the situation before things got violent, but the other Avengers weren't... Uh, cooperating right, especially with Wolverine there. So, it escalated. He actually regrets doing that and checks up on me to make sure I didn't do anything stupid. Plus, everyone there was holding back and we weren't at the risk of dying."

"But why? Why would you put this burden on your shoulder anyway? Why go out there and risk your life everyday like some kind of Avenger? That's all I really want to know." May nearly shouted, concerned over Peter, months of stress catching up.

The teen sniffled, "U-Uncle Ben... That's why..."

May snapped back upon hearing his words, "Ben... Peter, if this is about the argument you had, he wasn't truly upset at you... We knew you were going through something, a change, but we weren't sure what. He never would have wanted you to think he died hating you."

Peter sniffled again, tears threatening to run down his face as the memories came back to him, "I-It's more than just the argument, May... B-But, you d-don't want to know..."

"Just tell me, Peter!" May pleaded, "I need to know."

A sigh escaped Peter, "I joined a wrestling ring to gain money with my powers. They cut me short and refused unless I contracted myself. A burglar stole the money and I let them get away out of spite. After... After I found out Uncle Ben died..." he choked back a sob, "I chased after the culprit... May... I-It was the person I let get away..." May's eyes widened upon hearing him.

"Peter..."

"It's my fault! Because of my s-stupidity, he's gone! Uncle Ben's gone because of my irresponsibility!" the teen cried, flashing back to the night, "I-I swore to listen to his words that he explained to me when we argued. I'm sorry, Aunt May! I wish I never kept this from you, but you already hate me for this! For every bit of grief I caused you! I'm sorry!" sobbed the teen, his aunt embracing him for a hug.

May whispered, "Peter... I can never hate you. You didn't know that it would happen..." she comforted the teen, "It's just... I wish you never kept this a secret from me."

Peter wiped a stray tear from his eye, "Hm?"

"You made a mistake, Peter. If you knew what would happen, would you let it happen?" Peter immediately shook his head as a response, "Then you know it was an accident. The fact that you go out there and help strangers, no matter how minor the task..." May inhaled, "Your Uncle Ben would be proud at what you became in his memory."

"Do you think so?" asked Peter.

May nodded, "I'm sure of it. And I'm proud too." she smiled, "At the very least, you don't have to come up with those thin excuses over your disappearances or bruises, such as the Stark Internship." she joked to her nephew, releasing the embrace.

The boy chuckled, "Y-Yeah... I guess."

Silence was shared among the two before the aunt finally broke the ice with something less intimidating to ask.

"Now how about a pizza from Romita's?" May offered.

Peter replied, "Yeah... That'll work."

Author's Note

A short break chapter since this conversation would not fit in with Issue #8.

Hope I got it right.

Issue #8: The Big Man

Early Monday mornings. They were despised by pretty much everyone, including a certain teen superhero as he tried to move faster than his usual morning commute, 'Found nothing last night... Ugh. Hopefully Shocker can make a move tonight so I can track him to whoever the Big Man is.' thought Peter, swinging over the buildings as he got closer to Canterlot High. He was in the costume Stark gave him, and had yet to touch any of the upgrades, minus the trackers of course.

'The darn tracker always jams and I can't figure out when and where. Once I do, maybe I can figure out his location. I should mention it to Trixie and Ned later on.' he thought, running on the side of a building to gain momsntum before jumping and swinging off again.

'At the very least, I think I can make it to school early for once. I knew webslinging was always the better option, it just took me this long to realize it..' Spider-Man commented in his head, 'Let that be a record set by Peter Benjamin Parker.' he quipped inward.

After some more swinging, he landed on the roof of his school. He looked at the time, 'Sweet! I have half an hour before first period begins. Finally, I'm early!' he cheered and hopped behind the dumpster, changing into his normal clothes, hiding his costume in his bookbag, where no one would hopefully open it.

"All right! Now all I have to do is walk in the door and--"

"RROOOOOAAAAARRRR!"

Peter paused in his tracks and immediately turned his head at the strange sound, "...Was that the sound of a roar? Is the universe out to maim me directly?"

Confused, Peter made a quick sprint to the track field. His Spider-Sense blared the closer he got to it, 'Yeah, I get it, there's danger alert. I got the gist from the loud lion roar.' he groaned in his head.

He finally stopped, his eyes widening by what he was seeing roaming the track. It was a large lion-like creature, with unique features not too far out of mythology. Not only that, but he noticed seven girls out there with it, five of them attempting to fight back, and the other two standing by, one charting down notes Peter couldn't read from where he was standing.

But what he did know were the identities; Sunset Shimmer, Rainbow Dash, Pinkie Pie, Applejack, Rarity were holding the creature back as much as they could. Fluttershy and Twilight were standing on the sidelines, the former most likely not wanting to fight, the latter seemed to lack what the other girls had in this regard: pony ears and their hair extended to look like ponytails.

Peter pinched his temple, "Okay, this wasn't how I expected my morning to go down!" he shouted, getting the girls' attention. "I mean I get magic is common in this school, but this is ridiculous!"

"Peter?" shouted Sunset, "What are you doing here?!"

"First of all, I'm surprised you even know who I am. Second, I wanted to get to school earlier than usual, but something told me to come here. I have a sixth sense for that kind of stuff, that and there was a loud roar blaring from where I was walking!" explained Peter.

Twilight shouted, "Y-You can't be here! I-It's too dangerous! That's a manticore! Do you know how deadly they are?"

'Crud. What am I going to do? Run away like Flash Thompson would say I do, or fight and run the risk of my identity being exposed?' Peter thought, noticing Twilight's concerned gaze. 'No, I told myself to not turn the other way. Not again.' he sighed, 'Perhaps Peter Parker could do something instead.'

Peter shook his head, "No way. You all look like you need help, and that's what I intend to do!"

Rainbow could be heard scoffing, her wings fluttering as she dove underneath the mantic, "You kidding? What's someone like you gonna do to this? Bore it to death with knowledge?"

"Hey!" Peter and Twilight could be heard shouting at the same time.

Applejack tried to hold open its mouth, much to Rarity's disgust, "Ah'm all open for discussions. Twi's still tryin' to figure out the magic situation in the first place."

The boy walked forward and opened a hand, "Hey, Twilight. Can I see your notes?" he asked in a more determined tone. The girl slowly nodded and gave him the notepad, her secretly hoping he didn't she was crazy cause of what she charted down before transferring. "Let's see..." he muttered, "Huh. I missed all that while I was in Germany? I knew about the Sirens though..." he mused.

"I tried to chart down any consistencies involving these rifts and their magic. As of now, it seems their transformations and the portals' appearances are somewhat connected. This hasn't happened the Friendship Games, though..." Twilight elaborated, "D-Does that make sense?" she wondered.

"Hm. Yeah it does. These notes are actually really detailed." complimented Parker, "It's all good info. From the sound of it, there's a slight magical imbalance with the manticore's nature of being here." he realized, "As shown by the obvious vortex just floating there." he commented.

"Any other observations, Sherlock?!" Rainbow grunted, distracting it with another swerve.

Peter narrowed his eyes at the prismatic-haired girl, "If you'd let me finish, I was going to say that all you have to do probably is push the manticore back into the portal where it will close."

"Will it hurt it?" Fluttershy asked.

"Nope. Just a few shoves will do. Nothing lethal, I don't do that." assured Parker.

Twilight put a finger on her chin, "Huh. I didn't think you'd understand the notes and charts of magic I printed there to make that conclusion. But it could work."

"I've made odder charts, like one for who wrote the journals." quipped Peter nonchalantly. Twilight giggled at his comment.

Hearing his suggestion, the girls did all they could to push the ramaging manticore back, dodging its raised arm. Eventually, Rainbow lowered herself behind it as Applejack and Rarity shoved it, tripping the creature back into the portal, where it closed behind it. At that moment, the transformations the girls had faded.

"Huh. It actually worked." Rainbow murmured.

'I can't believe it either.' thought Peter.

"Great job, Peter!" Twilight cheered, wrapping her arms around his shoulders, catching him off guard. A moment later, she realized what she did and released the embrace, unable to see his blushing face, nor did he notice her face getting warmer from embarassment.

Sunset smiled and chuckled, "For someone not used to this, it's surprising to see him catch up."

Peter rubbed his head, "Yeah, believe it or not, my life can get a little crazy. I'm just glad to be of use for once." he commented.

"Well, can you promise not to tell anyone about this?" Applejack asked, "No one besides the school's supposed'ta know about these little incidents."

Parker nodded, "Sure thing, I guess."

Pinkie popped behind Peter, catching the wallcrawler off guard, making him jump, and unknown to him she was smirking at Twilight, "Hey! So, do you want to hang out with us later tonight? We're gonna be at the Sweet Shoppe!"

Rarity chuckled, and Twilight's eyes widened, realizing what they were doing, "Oh, yes. Consider it a thanks for helping us, darling. Even if it was a minor task."

'As good as the offer sounds... I got a Shocker and Big Man to catch tonight.' sighed Peter in disappointment.

Peter shook his head, "S-Sorry, girls. But I have... my Stark Internship. So, uh, maybe another time?" he suggested, walking to the other end of the school, "You're welcome, though. Now I gotta get to class!" he shouted, waving off the seven.

When Parker was out of sight, Twilight frowned, "Why... did you do that?"

"Don't look at me! I was against Peter helping." Rainbow huffed.

Applejack put a hand on her friend's shoulder, "That's not what she meant, Rainbow."

"Oh."

Rarity pursed her lips, "We're just trying to help you two break the ice, dearie." she comforted. "The last thing we want to do is make you uncomfortable."

"That, and he didn't have to help." Sunset reminded the bookworm, "Pinkie thought of it as a thanks. I think, anyway."

"Yep!" replied Pinkie, grabbing a cupcake out of her schoolbag which was dropped on the floor with the others.

"So, um... What do you think made that happen?" Fluttershy asked, changing the subject much to Twilight's relief.

Sunset Shimmer looked to where the rift once stood, "I'm not sure. That hasn't happened since the Friendship Games, though. Then again, magic has been becoming an issue since the crown returned to Equestria. Perhaps another artifact, or magic user?" she said.

"Like who would know about what's been going on? The device broke, the crown's not here, and the Sirens are powerless." Rainbow wondered. "We were told to by Principal Celestia and Vice-Principal Luna keep this magic to ourselves. No one besides our school knows about it. Heck, we're still learning about our powers."

Twilight adjusted her glasses, composing herself, "Well, my theory was that your powers were connected to the brief magical imbalances this world has been dealing with lately. Since it originated here, the energy is most likely the strongest, making it a target for such discrepencies and rifts."

"Well for now, that's all we can work with." Sunset decided, hearing the bell ring, "Crud. We gotta get to class."

Another school day come and gone, and Spider-Man was out in the streets once again, his costume's tracker locating the Shocker. Meanwhile, he was getting an earful from a friend much to his chagrin now.

'What do you mean you turned down a dessert from Twilight and her friends? That could've been your chance, dude!' Ned shouted from his head.

Trixie groaned, 'You really are an idiot, Parker. You've been eyeing that girl since she transferred here and you threw away a chance to actually talk to her.'

Spider-Man sighed, crouching on the side of a building, his lenses narrowing, "Yeah, yeah. I'm an idiot, yadda yadda, I got it. But Spider-Manning comes first for me. Especially since Shocker's still out there." he muttered, "And can you keep it down? I don't want Aunt May to find out about my girl issues in case she's home... It's embarrassing." he added quietly.

'Whatever.'

Ned snickered before sobering, 'Anyway, I found Shocker's tracker signal below some kind of parking garage right next to you from what the map is telling me. Try looking there. And don't get lost, they get confusing.'

"Got it." Spidey responded.

Inside said parking garage, was Shocker parking a dirty truck. Standing right next to it was a man wearing green and purple. A minute later, Schultz stepped out, his mask removed and a large gun in his hands, "Here it is. The biggest, finest weapon I could salvage." Herman announced. He blew up a car next to him to demonstrate, much to the man's surprise.

Hiding above them was Peter, who was taken aback by the demonstration and chose to listen to the dealing.

"Man, what do you think I am?" Aaron Davis commented, removing his own mask, folding his arms in disappointment, "I'm supposed to be a silent thief, not a trigger-happy psychopath."

Schultz scowled, "You asked for a weapon, Davis. I got one."

"Yeah, but I was expecing anti-gravity gloves or magnets. Not a future-tech gun!" Aaron groaned. "The deal's off man!"

Schultz shook his head, "What a shame. I heard you were one of the best thieves in the city. You could've used the upgrade like the rest of us." he added.

Aaron raised a hand, "Sorry, Schultz. I ain't buying."

Herman grunted and opened the back of his gun, "Fine. Just know you're missing out." he said, stepping back into the car and driving away, and it was once he left that Spider-Man activated a little gadget on his belt.

Shining on Aaron was a logo shaped like Spider-Man's face, "Son of a bitch." he placed his mask back on his head, knowing who it was that arrived.

"So, Mister Criminal--" Spidey began.

"Prowler." Davis corrected.

Peter crouched on top of a vehicle, "Mister Criminal. You know Schultz, hm?"

Aaron nodded, "What about it?"

"I noticed you hate the weapons he's been selling. I'm trying to stop him. Think you could be a bro and give a clue as to where he goes every night?" Spider-Man asked. "My tracker jams everytime he ends up in there."

Prowler put his hands on his hips, "You know what? Screw it. That guy's gonna end up indirectly destroying this city if he keeps handing out these alien or whatever junk."

"Great." Peter said. "Spill the beans."

Prowler looked around, "He heads to the Big Man's place. Pulled a heist there once and got the location." he handed Spider-Man a card of the business the Big Man originates. "Hope that helps. Cause I don't want to get involved in this ridiculous junk."

Spider-Man nodded, "Thanks."

As Peter turned around, Prowler added, "You know... My nephew lives in the city. He's actually a huge fan of what you do." he added, "I don't want anything happening to him as well."

"Tell him I said he's awesome." Peter added, leaping away, but not before webbing up Aaron's feet. "That's for being a criminal!"

"Oh, come on--!"

'Wow. You were right, Peter. Shocker's signal just jams at that exact location.' Ned pointed out as Spider-Man was right across from the building Prowler told him to go. 'No wonder you couldn't find him. Whoever it is seriously thought ahead. And I thought we were being smart.'

'Well clearly not.' Trixie commented.

Spider-Man's lenses narrowed, "Doesn't matter. I'm going in and taking down the Big Man. I won't be able to get in contact. I'll get in touch as soon as I leave." he then made a beeline for the building, where he intended to end things.

Parker jumped through an open window and silently webbed up the two security guards before they could react, webbing them up on the ceiling to keep quiet. Once he was in the clear, he kicked open the door and saw the room was empty, sans a desk, a pool table, a chair and someone sitting on it, hiding themselves.

Spider-Man leapt on the desk, "I'm here to see Mister Lincoln..." he grunted, hoping to get a response.

"Then you should've made an appointment." the man replied, "But perhaps we'll make an exception..." the Big Man turned around, revealing himself at last. His skin was pale, and he had a square jaw. He looked to be aged and his voice was deep, he folded his hands, "...For the hero of the day. I am L. Thompson Lincoln." he introduced.

Scoffing, Peter replied, "Please. You're the Big Man!"

Lincoln began to stand up, towering over Spider-Man in stature, "In my life. I've been called many names... My favorite... is Tombstone." he finished, clenching his fists.

Spider-Man stood up in a confronting manner, "Back off! I just took down the Vulture! A pale guy in a suit with shark teeth won't--"

The wallcrawler was then smacked aside by Tombstone, causing Peter to backflip to get his bearings as he fell to the floor. Tombstone then jumped after him. Spider-Man was ready to attack, but the Big Man cluntered with an uppercut and right hook to the jaw, launching the webslinger aside as hard as he could. He was about to stand, but Tombstone pinned him down on the floor where he struggled and grunted.

"Don't move... Just listen." Tombstone lowered himself as he declared this, "And I'll teach you the facts of life." Peter shot a webline to a billard ball at the Big Man, but Lincoln caught it and crushed it in his grip, never turning away from the wallcrawler.

"The Big Man whoever might be has nothing against heroes..." he revealed, "No hero can thwart enough crime to dent his income." he tehn stepped off of Spider-Man.

"But you... You threaten criminals off the street entirely and put a dent into said income. Except when you're off battling the Vulture or off with the Avengers..." Tombstone walked back to his desk, "Then the Big Man's army of thugs think themselves beneath the Spider-Man's notice, especially with such weapons being sold. Then the Big Man can continue making his profit."

Spider-Man stood up, "So, as long as I keep fighting crime, you're just going to continue trading these weapons? To send henchmen after me?" he wondered.

"Now you're learning..." Tombstone answered, "But there is a way out of this." he sat down and revealed a briefcase and shown him a pile of dollar bills, "Come work for me and save the world like a good hero. I'll even pay you. All you have to do is look the other way on occassion..." Lincoln's eyes narrowed, "On any occassion I choose."

Answering almost immediately, Spider-Man responded in a determined tone, "I can't ever look the other way again." he got into a fighting stance again, "Let's finish this!"

Tombstone sighed and closed the briefcase, "If you insist." he then pressed a button and two officers and a man with a flathead ran in, hearing the intrusion. "Hammerhead. Officers. Spider-Man has trespassed on my property. Assaulted my employees and threatened my person." he announced.

"W-Wait!" Spider-Man raised his hands, "You can't listen to him. He's the bad guy! He--" the officers looked up, noticing the guards that he webbed to the ceiling.

Hammerhead cracked his knuckles as one of the officers spoke, "Freeze, Spider-Man! You're under--"

Peter grunted and webbed a chair and threw it at a window, yanking it back as the glass shattered, allowing him to escape. He swing away as the sun rose, 'I've never run from the cops before... And this sucks! I've won against Vulture, half the Avengers, and a manticore and never even came close to winning the war! But Tombstone did make one mistake... Now I know there is a war.'

Back in Tombstone's building, he looked out the window Spider-Man broke. The two officers left to guard the entrance once more, leaving him and Hammerhead, the latter speaking, "What are we gonna do about him, boss?"

Lincoln put his arms behind his back, "My associate, Spencer Smythe has talked of an artifact forged from magic. He mentioned needing... guinea pigs to test its properties. Perhaps I'll take him on the suggestion." he revealed. "The Spider-Man could be a bigger nuisance later down the line."

"What do ya need me to do in the meantime?" Hammerhead questioned, clenching his fists.

"Find me guinea pigs. We will forge a new army, one that could combat Spider-Man." Tombstone revealed.

Author's Note

And so the Vulture Arc is truly at an end. This was the least MLP involved arc of the story and I apologize for that.

The next arc will deal with Spider-Man crossing paths with two certain vigilantes and how Sunset Shimmer will find herself involved with this mess.

Issue #9: Unexpected Challenge

"So, the Big Man beat you, huh?" Ned asked. Once again, they were discussing Spider-Man matters at Lunch Period. "I can't believe we're dealing with an actual criminal mastermind."

Peter put a hand to his face, "Tell me about it... I need to find out who else is involved with his business, or if there's other gangs, villains, or whatever involved in this. But, man, for a guy in a business suit, he sure knew how to kick my butt."

Trixie munched on her apple, "Well, he's called Tombstone, I'm sure he would live up to the name." she commented.

"Ugh. I gotta find a way to stop this." Parker moaned.

Ned sipped his juice, "If I were you, I'd go out there and see if there's any noticable patterns or something. Vulture and Shocker were your first two costumed villains, maybe there are more like them somewhere in the city?" he wondered.

Peter sighed, "Doubt it. I wouldn't even know where to begin with dismantling an entire criminal organization!"

"Don't." Trixie advised, "Seriously. Just don't. You barely survived Toomes when he brought down a building. What chance would you have against an entire empire?"

"...Thanks for the support, Trixie." groaned Parker.

The girl shrugged, "I'm just being honest. It's what I'm here for."

"To be fair, Peter. That's a seriously tall order. This city already has guys like Daredevil and Luke Cage fighting crime, and I don't know what they're doing. For all we know, there could be different factions, different sides that they deal with as well. You said it was a war. Woah. Now it sounds like we're in an epic criminal drama." Ned realized out loud upon hearing his own words.

Peter pinched his temple, "Trust me. I wish it was easier, I wish that it wasn't like this. But I have to."

"Have to what?"

The boy flinched when he heard the voice. 'I seriously wish my Spider-Sense could warn me when that happens.' he turned around and saw Sunset Shimmer, and he panted, "Oh, hey Sunset. Sometimes I wonder if our table is a sitcom set where random people guest star." he quipped to break the ice.

"Right..." chuckled Sunset, "Anyway, the offer from yesterday still stands. The girls and I plan to hang out at Romita's on Friday." she looked at the blue bruise on Peter's face, where Tombstone slapped him, "Oh man, what happened?"

"Uh..." Parker stammered, unable to come up with a believable lie, "I was, um, on my way to the Stark Internship when..."

"He was mugged by a big man." Ned finished. "He fought him off, but not without a few scratches."

Trixie muttered under her breath, "Oh brother... That's a little on the nose."

Sunset hissed and frowned, "Sorry to hear that."

Peter raised a hand, "It's nothing different from Flash Thompson's locker shoves or swirlies. I can handle a little bruise."

"Well, so long as you're okay. You know, you're both welcome to come..." Sunset paused and looked at Trixie with a slight glare, "Yes. Even you, Trixie."

"I knew you're band of friends couldn't live without me." bragged Trixie with a light snicker.

Sunset blinked, "Sure. If you say so. Just don't make another scene." she ordered.

Trixie waved her hands defensively, "Trixie has changed for the better. I will not start any trouble, though that rainbow-haired girl may start a scene for me." she joked.

"Ha ha." Sunset fake laughed, "Just don't... do anything..." she groaned. She then looked to Peter, "So, what do you say? Or do you have work then too?"

Peter looked to Ned, who gave him a thumbs up, "Alright. I think I can work something out."

The fiery-haired girl nodded, "Great. I'll let the others know."

And so, the week sped by. And it was rather uneventful for Spider-Man. Here he was, talking about it to Ned, sitting at Romita's while waiting for the others on Friday Night, the sun already down, "May's getting concerned that I'm obsessed with stopping this. But can you blame me? Nothing's happened since I ran into Tombstone on Monday!"

"It's not gonna come to you easily, Pete. These things probably take time to happen." Ned replied, dropping his bag on the floor.

"Trust me, I figured that out." said Parker.

Then, hearing the bell on the entrance open. Walking in were the girls the two sat around waiting for. Pinkie was the first to wave to the boys, "Hey, guys!"

"Hey, Pinkie." Peter chuckled.

Twilight was next to wave, nervously, unlike her chipper friend, "H-Hey, Peter..."

Peter inhaled, and he could hear Trixie snicker, "Hey, Twilight..." he cleared his throat, ignoring the growing heat in his face, "Anyway, why were you so late if I could ask?"

Rainbow sighed, "Well, we would've gotten here sooner had Rarity not stuck behind on picking clothes and makeup or some junk." he noticed Rarity frown and glare at her upon hearing her explanation. "What? It's true!"

"Only because I take pride in my appearance more than you." Rarity corrected.

Applejack raised a brow, "We're in a pizza shop."

"Trixie is not sure why she stuck around with you lot." groaned Trixie to herself.

Ned whispered to Peter, "Not what I had in mind."

"Same, dude."

After a few more moments of bickering, the girls sat down in the booth and three chairs on the end. It was big enough for all of them to sit comfortably luckily. Peter continued the pizza he ordered, with Rainbow taking a slice of her own, "Why didn't you wait for us, guys?" she teased, taking a bite.

"We were hungry." Ned replied. "Plus, we needed to if we wanted these seats. You're welcome."

"Aw, thanks!" replied Pinkie.

Applejack took a slice as well, "Glad we decided to come here."

"You and me both, AJ." Rainbow replied, "Anyway, Pete. Can I ask you something?"

"...I guess?"

The girl continued, "How does it feel to work for Tony Stark?"

"Is he actually that rich? Does he actually wear his suit? Oh, is he handsome?" Rarity shot out questions one after the other, much to Peter and Ned's confusion and Trixie's displeasure, judging by her eye roll.

Peter rubbed his head nervously and he shrugged, coming up with a good answer, "Um... It's alright, I guess. I mean, he's never really around and only shows up when needed, like after the Avengers Tower fiasco. He's rich and I cannot comment on his attractiveness. Mister Stark's an alright guy, I guess."

"Actually, can we back up for a second? Have you been reading the Daily Bugle?" Rainbow asked. Peter shook his head.

"Why?" Ned wondered.

Fluttershy answered, "They mention that everything is Spider-Man's fault." she explained.

"Oh that's right..."

"Like he said Spider-Man destroyed Avengers Tower and attacked that nice guy, L. Thompson Lincon." Rainbow added. And Parker instantly knew that was a lie.

"What?" blurted out Ned.

Sunset raised a finger, "I'm just glad no one knows about our magic problem. Jameson would have a field day with that no doubt." she laughed.

"Knowing Jameson's agenda, he'd somehow pin the blame on that stuff on Spider-Man." Peter joked. "And no offense, but I'd rather have no one know of your transformations. Cause you all look like random anime protagonists out there." that comment actually earned a few snickers, but that observation brought out another comment, "And hey, Twilight. I noticed you didn't have one. Did you have something like that?" he realized.

"Me? N-Nope!" Twilight stammered, pushing back a bitter memory, "I don't have one. Not at all!"

Sunset decided to speak up for the flustered girl, "She's more of an observationist. Twilight analyzes the magic we deal with, using her notes as reference, isn't that right?" she patted her friend on the back. Twilight was taken aback by the sudden praise.

"Y-Yeah..." Twilight answered while twirling a strand of her hair nervously.

'Okay, why is that adorable?' thought Peter, trying to keep himself composed. 'I mean, now that I realize it, I'm finally saying more than three words to Twilight. Now that's a record.' he noticed Trixie trying to ignore Pinkie's prodding, 'Eh. I'm sure she's proud, in her own weird way of course.'

"T-That's cool." studdered Parker. "I mean, all I do is help Mister Stark organize. The fact you can record magic showings is kind of interesting from what I saw."

"Really?" asked the bookworm, perking up.

The secret wallcrawler nodded, "Yeah. I wish I could do something like that."

Ned looked to the side as the conversation among the two continued, the sound of the bell getting his attention. Standing in the doorway was a burly man with a buzz cut, wearing a tank top, exposing his large arms. The oddest detail for him was the scorpion tattoo on his neck. And strapped to him was a chain with a hook on the end. "Oh, that's not good." he gulped.

As this happened, Peter clenched his head, feeling his Spider-Sense blare. 'Crap. What now?' he asked. He spotted the large man making his way through, and he could tell something was off, judging by Ned's reaction.

"Uh, excuse me sir. You're not allowed to have such a weapon in our restaurant." an employee said to the man wielding the chain. Before anymore words were exhanged, "AH!" the larger man wrapped his chain around the man and held him down, driving the hook into his shoulder, surprising every patron in the pizza shop.

The teens all got up from their chairs and they heard thr man speak, "I am here for one reason... The Spider-Man. I have heard of his impact in this city and how he patrols this area, and I wish to challenge him." he declared. "He seeks to be a big hero and it seems he needs a lesson." he released the employee and then yanked the chain forward, driving the hook into someone else's shoulder now as a threat. The girls cringed and grew concerned, wondering how to handle the situation.

"Oh, of course." murmured Peter. He turned around, and pulled back one of his sleeves, pressing a button on his hidden webshooters to catch the man off guard.

The substance stuck to the man's face, covering his eyes. "Okay, I think Spider-Man is here! I need all of you to go!" Peter shouted at the top of his lungs.

"Peter what did--"

"Just! Go!" ordered Parker, gesturing for each of them to run out the door.

"Are you crazy? You can't go back in there!" Twilight yelled.

Peter gripped his crush's shoulders, "I know what I'm doing. Just... Trust me, okay?"

Ned nodded, "Sure thing, Pete."

"I'm going in too!" Rainbow declared.

"Me too." agreed Applejack.

Parker shook his head, "No. We can't have you reveal your magic, you have to keep that secret. I'll sneak into the back entrance." the boy then ran off into the alley next to the building. Sunset glared at the boy and clenched her fist.

"I'm going with him." declared the girl.

Fluttershy's eyes widened, "W-What?"

Sunset nodded, "It's not right that we all would leave him hanging because of our secret. If one of us should go and run the risk of exposing our magic, it should be me. At least, no one would be able to track the rest of you and then the school. Plus, I want to figure out why Peter's acting so strangely." she explained. "But I'm going to need something to cover my face."

Digging into his bag, Ned held out a domino mask and handed it to Sunset, who looked confused, "Here you go."

"...Why do you have that?" Trixie wondered.

"Just in case." Ned replied.

Sunset placed the mask over her eyes and put her hair into a ponytail before removing her jacket. She inhaled and looked behind her into the dark, "I guess I'm going in. I'll let you know how Peter is once we clear things up."

"O-Okay..." gulped Twilight. And so, Sunset ran to follow Peter.

Ned gestured to the others, "Come on, we'll wait somewhere else. The cops may be here soon."

"Where?"

Trixie hummed, "Anywhere but here. Trust me, Parker and Sunset can take care of themselves."

In the alleyway was Peter, still changing into his Spider-Man suit with his clothes thrown away, 'Okay, whew... Hopefully, they all got to safety.' he held his mask before pressing a button, activating his suit once he finally put it on. 'Now to deal with this hook guy before he seriously hurts someone and get those he did hurt some medical attention.'

As Spider-Man double checked his costume, he heard a surprised gasp from someone else, "Spider-Man?" he immediately recognized the voice as Sunset's.

"What are you doing here?" the wall-crawler questioned, praying she didn't recognize him.

"I could be asking you the same thing. Where's Peter? I just saw him come through here." wondered Sunset, looking around.

Peter studdered, "Um... he's actually getting to safety as we speak. He actually came over here in secret to contact me. Luckily I was already nearby." he lied.

"...And how did you get here?"

"Like a streak of light, I arrive just in time." Spider-Man reminded the girl in an attempt to lighten the mood. "Now how about you go like Peter and leave before you get yourself hurt?"

Sunset shook her head, "No way. I want to find out why this guy attacked and why he's after you. I'm on your side. I got latent magic abilities if you didn't know."

A groan escaped Peter, "Fine. But just this once. Be lucky it's only him and not a gang."

Matt Murdock was walking by the darkened streets of Canterlot City on the way to his firm, Nelson and Murdock. His walking stick tapped on the sidewalk with each step, guiding his way around. The blind man was hoping to meet up with his friends and coworkers at his job. He was literally a block across from Romita's from where he was at.

However, he halted his pace once he sensed an oddity. His heightened senses warning him of something. He could even smell it... Metal, dirt, sweat... blood, and the sound of a sniper being loaded. He looked around, sensing that the streets were a lot emptier than usual and he held his cane directly in front of him.

Matt always thought it ironic in terms of what he does, ever since he decided to act against crime in a different manner. He's a lawyer that fights on the right side of the law while acting as a vigilante above it in secret. Foggy would be disappointed in him right now.

With no one else able to notice him, Murdock ran into another alleyway and removed his clothes. Underneath the suit was a red and black costume, armored for use. He opened his duffle bag and revealed a helmet, shaped like a devil. On his chest was a logo 'DD' and he placed the thick helmet over his head, acting as a protective cowl.

And he was going to need it, if his hunch was correct. Matt grunted and climbed as fast as he could. Daredevil needed to act as fast as possible, or someone would die. And he knew who it was judging from past experiences.

"Damn it, Castle..."

Leaning on the edge of the roof was a man holding a sniper, aiming it at the man with a hook right across the street, "There you are, you son of a bitch." he muttered, his voice gruff, speaking in a whisper. He looked to be worn down, aged from war. A war that would never end. A war against crime.

And his mission brought him to Canterlot City from across the country, chasing after a mercenary working for someone bigger. And he intended to finish the job he started to ensure no one else gets hurt or dies.

He simply wore a black shirt with a white faded skull on it. "Just stay still, Gargan..." Frank Castle muttered, ready to pull the trigger.

However, as he was ready to punish the criminal, he felt a foot collide with his face, knocking him back a little. Rolling on the ground next to Castle was a man clad in red armor, looking pissed off. The Punisher wiped the sore spot on his face as he scowled, "Been a while, Red."

"What's your game this time, Castle?" Daredevil whispered, holding up his billy clubs.

Frank stood across from Matt, unnerved by his sudden appearance. "The man down there is Mac Gargan, calls himself the Scorpion. That psycho works for the Kingpin and has killed a number of officials in the country. I gotta end him before more end up dead in his path. I've been tracking him and now I finally got him."

Daredevil shook his head, "You know I can't let you do that. He has to answer for his crimes."

Punisher gestured to the pizza shop, "Cut the shit, Red. Gargan's gonna kill those people and he'll keep doing it unless I kill him myself."

"Then I'll handle it and turn him over to the authorities where he'll be defenseless and unable to attack or provoke." Murdock replied as though it was simple, which to him it was. "And I'm not going to stand by while you shed more blood than there already has in this city lately."

Frank chuckled, "I'm doing this city and the world a favor. Putting him in jail ain't stoppin' him, Red." he inhaled, and reared his arm back intending to punch Matt, the Devil blocking his punch with ease. Punisher got his bearings and gave Daredevil a kick to the chest.

The two traded a few more blows, Daredevil pushing back Punisher with a shove. Castle grunted and punched Matt's uncovered chin, making him turn his head.

"I gotta do this. Since you're too much of a coward to do the deed yourself." Punisher nearly yelled. He flicked his long, black trench coat and reached both hands into the inside pockets, pulling out two pistols and aimed it at Matt, "Sorry, it's come to this." he then pulled the trigger.

"Bang."

Issue #10: Vigilante Justice

"Bang."

The Punisher shot the bullet an inch away from Daredevil's face, missing the redclad vigilante like he anticipated. The ringing sound of the gun lingered within Daredevil's ears as he moved his head away from the bullet just in case. Matt charged towards Frank once the standoff ended and headbutted Castle, making him stumble a little backwards, done trying to reason with him.

Punisher punched Daredevil in the chest and slammed his fists directly into his cowl when his body lowered somewhat. Murdock growled and got to a knee. "Can't believe we're doin' this again, Red. You know I can't let him go."

"I'm not letting you take another life while I'm here." Daredevil declared, pushing himself upwards. But Castle used the end of his pistol to whip him on the back of his head. Matt gritted his teeth and he spun his legs, tripping Frank instead. Castle fell on his side, a small thud heard as his body met the ground.

Matt got up and glared down at Frank through his cowl, "I'm ending this before it escalates." he announced.

Frank could be seen smirking in the dimly lit rooftop, "Yeah right... You don't got the guts to end me." he taunted, "Face it, Red. You're still a coward." he said, standing now.

Their fists collided as they met for a punch halfway. Matt's elbow reared forward, jabbing Punisher in the jaw. Castle hissed and twisted Daredevil's arm a little to counter, raising his fist to his armpit and spun Matt's body around as a result. Daredevil had to tun himself around in order to move his elbow to Punisher's ribs. The Devil growled and reached for the strap on his side, grabbing two billy clubs and wrapping his fingers around them.

Daredevil used his weapons to smack Punisher in the back of the head, making his vision blurry for a moment. And a moment was all Matt needed. His panting was heard as he reversed Castle's move and shoved him down to the ground, stepping on his palm as to not allow him to raise his pistol. "Do you want to try again, Castle? I'm letting you off with a warning. I'm not letting you shed any blood here."

Frank Castle shook his head and spat some blood, "Like hell I'm lettin' you stop me. Gargan's shed more blood across the county than I'd like to admit. He deserves what's comin' to him." he boasted. Daredevil scowled and held up Frank by his jacket, staring directly into his cold, dead eyes. A face that couldn't care about criminals.

"That may be true. But like I said before... Killing him isn't going to do any good." Matt insisted.

Punisher sneered, "Listen to yourself, Red. That bullshit is what's keepin' me pissed off. You think that he deserves a second chance? Screw that, I'm doin' this world a favor. He won't hurt anyone else by the time I'm done with him."

Daredevil snarled and shoved Punisher aside, "And it's that mindset of yours that pisses me off. Redemption exists, Castle. But you don't allow that to happen." he denounced, smacking Castle woth his billy clubs after saying this.

Then, Castle held up his arm once again and kicked Murdock in the stomach. The armored vigilante wheezing, "Redemption." he scoffed, "He doesn't deserve crap. Scorpion's an assassin, Red. He's killed cops, men, women, and anyone who so much a looks at him the wrong way. I've been on his trail long enough to decide when he has to bite the bullet. The one I'll feed him." he declared. He punched Daredevil again and smacked him to the ground with his pistol again.

While Matt was stunned, Frank walked back to his sniper and held it, whispering something as he put his finger on the trigger, seeing Gargan outside, fighting another vigilante in red, "One batch... Two batch... Penny and dime..."

However, before Punisher could pull the trigger, something yanked on his collar and pulled him back. Opening his eyes, he saw Daredevil, blood dripping from his nose. "What the hell do you think yer doin'?!" snarled Castle.

"Keeping you from making a bad decision. The guy Gargan's fighting? He's a new hero, one that stood his ground with the Avengers. Be lucky you haven't caught his attention yet." Daredevil revealed, holsing his billy clubs up to his chest.

"Like I give a crap." Punisher hissed, tackling Daredevil. Matt elbowed Castle as the skullclad vigilante's fist collided with his cowl, the two of them feeling pain at the same time. The two shoved each other off and rolled to their stomachs.

Daredevil and Punisher got back up and glared at one another, not stopping until one of them goes down.

Spider-Man and Sunset looked at one another as they snuck through thr back of the shop, "Okay, this guy looks like he just has a chain and really good at it too. Nothing more. I'll distract him while you get everyone else out to safety." he saw Sunset nod in agreement to his plan and gave him a thumbs up.

Once they were ready, Peter kicked down the door, getting Gargan's attention, "Yo! I heard you were looking for me!" shouted the wall-crawler, noticing Mac turn around. "Release them if it's a fight you're looking for!" he demanded.

Gargan smirked, his yellow crooked teeth shown. "Ah, Spider-Man. I see you accepted my challenge. I knew you couldn't refuse saving these people." he chuckled darkly. "Fate brought me to this moment. To face you in combat for what you're capable of. You may call me... The Scorpion." he revealed.

Spider-Man crouched down, "For a shady gangster covered in tattoos, you certainly seem philosophical. But how's this for a rebuttal?" he wondered, jumping forward, his feet being driven outward, kicking Gargan through the window, shattering it to pieces as he fell onto the street a few feet away. Peter crouched on the windowsill, trying his best not to stand on any of the glass shards, seeing Mac get back to his feet while shaking his head.

"Heh. Tougher than I thought." Gargan admitted proudly, rolling his neck with cracks heard.

Meanwhile, Sunset ran through the door, adjusting her mask and seeing the frightened bystanders look at her in awe, "Who are you?" one of them asked.

"Call me..." Sunset paused, trying to think of an alter-ego on the fly to cover her identity. "...Equestria Girl. I came to get you all to safety while Spider-Man has the other guy distracted." she explained, kneeling down to the child, her hands glowing orange as she said this.

"Are you Spider-Man's sidekick?" the child asked.

Sunset frowned, "I'm not a sidekick... I'll stay by your sides and make sure that guy doesn't get an idea to come back. Luckily, he seems to be focused on him anyhow." she assured, patting the kid on the shoulder. She stood up and guided everyone outside, following the small crowd through the back once the dining area cleared for good.

Turning his head, Peter sighed in relief to himself, seeing the now empty pizza shop. 'Thank God. Now I can focus on tall, buff and ugly over here.' he decided, clenching his fists. "Now it's between you and me, Scorpion!"

Gargan snickered, "It was never about them, Spider-Man. They were merely bait." he reared his chain-wielding arm back and lashed it forward, prompting Spider-Man to jump to the side, dodging the metal object with ease. The hook of the chain dug into the street, leaving a small crack with how Mac threw it down before pulling it back.

"Why me? I've never even met you!" Spider-Man shouted, performing a handstand then flipping, intending to dropkick Scorpion. But Gargan grabbed his leg while he was in midair still and slammed him onto the ground.

"You think yourself a hero. News spread that you challenged the Big Man, and his rival wonders what you could to his empire as well if left alone. The Kingpin sends his regards by the way." Mac revealed, watching Peter roll onto his back painfully. "I was paid to kill you. Nothing personal though." he lied.

Peter scowled under his mask, "Nothing personal? You're trying to kill me and hold an entire restaurant hostage! That automatically makes it personal for me!" he shouted while getting back up. His body spun as he drove his legs onto Scorpion's chest. Spider-Man landed on a knee as he watched Scorpion stagger backwards. "Jeez. Is your chest chiseled from marble or something?" he quipped, rubbing his now slightly sore legs after perfoming the attack.

Lashing his chain out, Scorpion drove his arm downward, watching the weapon whip forward. Spidey's Spider-Sense tingled and he somersaulted away from it. "Gotta do better than that, Scorpion!" yelled Peter. He extended his arms outward and shot some webbing, entrapping Mac's arms, "How's that for a chain? Much better and less violent to use, I feel." he boasted.

Unfortunately for Spidey, Gargan broke out of the sticky substance with both of his arms raised and the hook of his chain prying the gossamer off with ease, "...So much for that." groaned Spider-Man, "What the heck are you made out of? Were you bitten by a radioactive scorpion? Cause strength like that is almost unnatural." he commented, jumping into the air and hitting Gargan's face with his foot. The webslinger propped a hand over his shoulder and flipped off his body.

"No." Gargan smirked, "I was trained to be the best assassin. To best the likes of heroes like you. And lucky me, the Kingpin gave me a bounty for your head." he bragged, holding his chain right uncerneath the pointed hook. Peter's Spider-Sense tingled and he saw Scorpion charge forward. With his foot extended, Gargan kicked Spider-Man back before he could react and held him by the throat, punching him directly in the face. "just like that."

Spider-Man spat, "...So...?" he heard Gargan growl and he wrapped the chain around his neck, yanking on it, causing Peter to choke, "Ack! I-I see what you mean!" he gagged, kicking Gargan's knee, making him stumble somewhat.

In the heat of the moment, Peter heard a gunshot coming from above him and a flash of light. No bullet came, which confused him. With his focus on his battle, Spidey jerked his head back, his head colliding with Scorpion's jaw, causing him to yell in pain as he released the metal weapon from choking the wallcrawler. Spider-Man coughed, "Much better... I can breathe... Thank God..." he wheezed, holding his aching neck

Scorpion frowned, "As if that will do you any good." he hissed. Gargan could hear the blare of sirens. Peter chuckled, realizing he could wrap things up and leave him for the police. Peter looked to Gargan and got into a defensive stance.

Spider-Man reared his arm back and punched Scorpion clean in the jaw, following up with a kick to his chest before using a webline to trip him and make him fall facefirst onto the street, his eyes clenched shut. Spider-Man held the chain he used to keep him from attacking and held him back up, "How's this for a little payback?" he asked, shooting a webline onto his body, "Get over here!"

Scorpion was pulled backwards and pinned to a wall, a metal clang heard as Peter dropped his trademark chain. With his enemy's body pinned to the wall, Spidey webbed his arms together and watched as Gargan spat, "What the hell do you think you're doing?" he asked, noticing Peter webbing up his legs as well.

"Keeping you still, cause I know you'll just break out of that." Peter replied, picking up the chain again to wrap his body with it. He used the hook of the weapon to tie it together and webbing his mouth to keep him quiet, seeing and red and blue lights shine in the distance. "Aw, I wished I had a paper and pen... Ah well..." he sighed.

Then, as he was ready to meet up with his friends and Sunset, he heard another noise coming from the rooftop. This time, he spotted two figures clashing. "Ugh! Looks like I gotta figure this out too." he exhaled, "Now don't wait up for me, Scorpy!" he teased, climbing up the wall to see what the commotion was. Then the police arrived, unaware of what was happening right above them.

Sunset Shimmer leaned on the wall of an alleyway, having made sure everyone got away from Spider-Man's battle and that the police arrived on the scene to apprehend Scorpion. She intended to call the girls on Peter's whereabouts. However, once she held her phone out, she overheard some clanging going on above her. Concerned, she readjusted her mask and asked.

"What the heck was that...?" she whispered, wondering what was happening.

She worried that someone else arrived with the crook and was intending to start another scene. Sunset felt that this was something she had to take care of if she knew about it. So, she texted her friends that something popped up and looked up, seeing that the fire escape was her only way to the source of the sound.

And so, with slight trepidation she climbed the ladder, secretly hoping that her instincts were wrong.

Issue #11: Rooftop Discussion

May heard the sound of knocking on her door and walked over to answer it. She was expecting Peter, Ned, and Trixie again after another late night. And once she opened the door, she realized she guessed two out of three, seeing Ned and Trixie on the other side. "Hey, Mrs. Parker... Um, Peter's still out doing his thing..."

The woman sighed, "Come in... I take it something happened?"

Trixie nodded and folded her arms as the two kids walked into the apartment, "You have no idea. Some nutcase came wandering in to challenge Spider-Man or some junk. The girls are waiting outside the school for Sunset, who stupidly decided to follow Peter even though we told her otherwise. Hopefully that numbskull didn't reveal his identity to her."

Ned added, "Yeah, and I have to be the computer chair guy again. To make sure he didn't get himself into anymore trouble."

May inhaled, "Fine. I just wished he didn't do things like this so hastily. I didn't even know he had his costume with him. Get the laptop."

Twilight paced right outside the statue worriedly and glanced back at her phone, "I hope Sunset knows what she's doing..." she gulped, "And we still don't know where Peter went."

Rainbow climbed onto the base of the statue, "Come on, Twi. You gotta give Sunset more credit. I think she could handle herself. Peter on the other hand..."

Twilight gulped again and Rarity shotted the prismatic-haired girl a quick glare, causing her to retract her previous statement, "Oh, uh, I mean, I'm sure he's fine too. Yeah, that's what I meant."

Applejack rolled her eyes, "Nice save..." she muttered sarcastically. "What the heck did Sunset just text ya anyhow? Ah know she said that Spider-Man had that creep taken care of."

Lowering her gaze back to her phone, Twilight reread the message, "She said she's going to check something eerie out before heading back here." she said.

Fluttershy said, "Oh dear... I hope everything's fine."

Matt and Frank panted, clearly worn out from their brief duel. Castle gave Daredevil a sneer once he noticed the street covered in red and blue lights. The Devil also noticed the sound of sirens coming from a distance and strapped his billy clubs to his sides. "Red... You knew they were comin'..." wheezed Punisher.

Daredevil silently nodded.

"I could'a ended him... Rid the world of another worthless douchebag..." Punisher growled.

"That's not how I operate." Matt simply stated. "He'll serve his time. I'll be sure of it."

Frank lowered his head, "Can't be too sure of that... Fisk is up to something..."

"What do you mean...?"

On the side of the building was the crawling Spider-Man overhearing the conversation. Once he heard silence he flipped on the ledge and landed perfectly on his feet, "Okay, enough of that!" he said, looking over the two vigilantes. "...Whoa."

Daredevil and Punisher passed a glance before looking at the kid, "Um... I never thought this would ever happen..." Spider-Man muttered once he saw Daredevil.

"The hell are you wearing?" Castle asked.

Spider-Man raised a finger, "Hey! Don't diss the clothes! All you have a skull on your shirt..." he paused as he pondered his next choice of words once he took a closer look at the older man, "...Oh crap, you're the Punisher." he realized with a dropped jaw.

Despite his stoic attitude, Punisher managed a thin smirk, "Better watch your mouth, kid."

"And you're Daredevil, right?" Spider-Man asked. The Devil responded with a firm nod. "I never thought we would cross paths. W-What are you doing here?"

Daredevil glared at Castle and spoke, "He was about to execute that criminal you were fighting and I made sure he got the trial he deserved without shedding any blood." he answered, "Nice job down there, by the way with Gargan."

'D-Did Daredevil just compliment me?' Peter thought, "Uh... Thanks... So, uh. How's this for a New York superhero meet huh?" he tried to lighten the mood with a quip, but Matt and Frank didn't respond. "Wow. Tough crowd."

Punisher put his arms to his sides, "You have no business being here, kid."

Spider-Man said, "I kinda did. I heard some noises going on up here and decided to check it out to make sure Scorpion didn't have any side goons trying to assassinate me. At least I was half-right with the assassination part. You should be in jail with Gargan from what I heard." he pointed an accusing finger at the Punisher.

"Please. I'm doin' you all a favor." Punisher responded.

Matt raised his head to inhale, "Frank, so help me..."

"Anyway, kid. I ain't a criminal. I don't hurt anyone who doesn't deserve it. My crosshairs are always on the scumbags who don't deserve the right to breathe." Punisher revealed.

"Just because you kill criminals doesn't mean the act to execute is right just because they're evil." Daredevil insisted, a little louder than usual. "There's always a sliver of redemption, Castle. We've been over this time and again."

"I agree with Daredevil." Spider-Man said, "I don't condone killing. It doesn't make you any better than the ones you decide to target." he sounded proud of himself, but the sight of Punisher walking close to him made him shrink in his spot. "...Uh, hi?"

Punisher glared at Peter, "Don't ever compare me to the scum that walk on this planet. Look, I've heard of you. What you do in this city. You try to be a friendly-neighborhood hero... But you really don't know just how terrible the neighborhood is in the shadows. You're off tryin' to be a low-budget Avenger who deal with the crazy shit. But you don't know of the consequences down here in the streets."

Scowling, Spider-Man spat, "I'm trying to help the little guy. But I don't kill anyone to do so. I save lives! Not end them! Here I thought someone like you would know that." Castle sneered at that.

"Easy, Castle." Matt tried to ease the dispute.

"You ain't the boss'a me, Red. This kid's thinkin' in black and white. He should know that sometimes the solution is to pull the trigger." Punisher boasted with a hiss.

Spider-Man inhaled sharply, "I don't work like that." he webbed up the pistol in Frank's arms, "I should just turn you in right now for all the lives you taken." he decided at last.

Frank managed a light chuckle, "Funny." then he decked Spider-Man in the face, catching the wall-crawler off-guard. Spidey staggered backwards and held his nose. "I ain't goin' behind bars. Doesn't suit me." he denied firmly.

Daredevil lunged forward and gave Punisher a right hook, "That's enough, you two. Frank, explain what you were talking about before I finish what Spider-Man started."

"W-What? But he's a killer! How can you trust him?" Spider-Man wondered in disbelief, "And he punched me in the face!"

The Devil shared a glance with the webslinger, "He has some important information I'd like to hear. Killer or not, he's still on our side. He just piss-poor at keeping fatalities to a minimum." Punisher scowled at that comment, but chose not to respond.

Castle yanked the webbing off his hand and looked at the two, "...Why the hell should I tell the kid?"

"This is my city too, Punisher. Like it or not, I'm helping. Well, helping Daredevil mostly..." Spider-Man corrected himself.

Daredevil raised a brow under his cowl, "You're still new to this, I don't think you should get involved with my affairs."

The wallcrawler pointed at himself, "I can take care of myself. I stood side-by-side with the Avengers and some X-Men and took down a Vulture with alien tech. Plus, Scorpion was after me, and I'd like to figure out why so it's my battle now too." he said, 'I'm also hoping this could get me closer to bringing down Tombstone's empire.'

"Hmph. Alright then. I heard that Fisk bought himself out of prison and caught wind of the wall-crawler tryin' to take down thr Big Man's empire and now wants him gone as well just in case. Got some intel from one of his bribed officials on my way here." Frank explained. "Chose to do things the hard way too."

Matt was confused, "Why would Fisk want Spider-Man dead? He would want less competition for power in the city."

Punisher frowned, "I don't idea why the hell he thought it was a good idea. But that's all I know. Said somethin' about testing him."

"Oh great, I'm just a punching bag for supervillains." Spider-Man groaned.

The Devil was about to respond, but his senses picked something up nearby, "Be quiet..." he halted the conversation and hesrd some light metal clanging. A fire escape and he said, "...The three of us aren't alone here."

"My Spider-Sense isn't picking up any danger." Peter replied, "So, I don't know who else is here." he said, 'Unless... Crap. I thought I told her to leave once she cleared everyone.' he moaned in his mind. "Uh, can you pause this for a minute?" he asked, running to the fire escape where thr three heard the sound.

Crouching down, Peter saw a familiar red-and-yellow haired girl trying to climb, "I thought I told you to head home!" he hissed at the girl, surprising her.

Sunset looked up, "I wasn't going to leave you behind. What's going on up there? And do you know where Peter's at? No one has any idea where he went to."

"Look, Peter's fine. He's just... At the Stark Internship. Yeah, that's right, he had a last minute change on his way home and had to head to work. He said it as he left after talking to me." Spider-Man lied. "So, can you go home? Please? Before you get hurt?"

Sunset tilted her head and gave the wall-crawler a deadpan stare, as if she didn't believe him. Peter hoped she did, but she started speaking again, "No. Not until I figure this mess out too. I want to make sure that whoever sent that creep gets put away." she insisted.

"Ugh. Come on!" Peter whined.

"...I'm not taking no for an answer." Sunset decided, finishing the climb and stood up next to Spider-Man.

Daredevil and Castle looked at the girl in confusion and Frank was the first to break the silence, "She your girlfriend, kid? I thought you worked alone."

"...She's not my girlfriend!" Spider-Man responded defensively, "And I wished she stayed out of this personally." he added, 'I really wish she did. This might be something out of her league. The criminal underworld isn't something magic can solve.'

Daredevil glanced at her, "Who are you supposed to be?"

"Uh... Equestria Girl?" Sunset answered. Spider-Man groaned and facepalmed at that. "...It's the best I have. I'm sorta new to this."

"This city and its freaks, I swear." Castle muttered, "Look, I'd be willin' to tell Red and the kid about what's happenin', but you have no business bein' here."

Daredevil nodded, "Spider-Man I can understand since he's proven that he can handle this and Scorpion was after him. But we've literally never heard of you until right now. This isn't something you should just jump into. So I agree with Castle."

Sunset tilted her head, "Castle? As in Frank Castle? Why would you be willing to work with him?"

"Because he knows who sent the Scorpion and why." Spider-Man explained, "I don't like it anymore than you do. But it's the best we have to stop this. But go home, Sun- I mean, Equestria Girl."

Sunset scowled, "No, Scorpion nearly hurt my friends. I can't sit by anymore while I have my magic abilities to do something about it. I want to make a difference in this city like you." her hands glowed to demonstrate this.

Spider-Man raised his arms once he recalled her magical abilities and said, "...Fine, you have that. Whatever. Just stay close to us and listen to whatever Daredevil says. He and Punisher are more experienced at this than we are."

Punisher spoke up, "Wilson Fisk hired Gargan to kill Spider-Man before he became a hinderence to his own empire as rumors surfaced of you doing something about the Big Man and his weapons trade. We gotta take the fight to Fisk before it escalates into a war against him and Tombstone now that he's out of prison."

"How did he get out with clear incriminating evidence against him?" Daredevil asked.

"Money talks, Red. He already ruled the prison. It was only a matter of time until he got out with a well-paid trial in his favor." Frank replied with an elaboration.

"He could do that?" Sunset wondered.

Murdock responded, "He's a powerful figure in the city and nearly ruled it until I tore down everything he's built. We have to stop him before he rises again."

Peter shook his head, "I can't believe this. After all that... Alright, let's get this over with." he said. "But can I make a call first? It's important."

"Me too." added Sunset.

Frank rolled his eyes, "Kids... Fine. Make it quick, before Fisk figures out we're onto him. He has eyes all over the city now that he has some officers under his thumb."

"Thanks." Sunset climbed down the fire escape to text her friends that she may be running later than usual.

Spider-Man leaped a building over and put his fingers to his ear, turning on his bluetooth once he landed, "You rang?" he asked.

'Peter! Thank God you're alright!' May said from the other line.

"Why wouldn't I be, May? Gargan was nothing to worry about. But, uh, there's something more to this than I thought."

'What is it?' Ned asked. 'An evil mastermind?'

Peter shrugged, "Yeah, basically. Wilson Fisk. He heard about me challenging the Big Man and wanted to take me down before I targeted him or something... It's complicated."

Trixie groaned, 'Well it's nothing simple with you. Where's Sunset Shimmer? The others are worried sick about her and won't stop texting us. It's driving me nuts.'

"Uh, she's kinda with me..."

'What?!' gasped Aunt May. 'Peter, what are you thinking?!'

"Oh... D-Don't worry. I probably shouldn't tell you this, but she actually has magic abilities that could help us. Please, don't let that information out anywhere past this conversation. She probably would've followed me without me knowing and that probably would've made matters worse I think."

'Us?' Ned asked, 'I thought it was just the two of you.'

Spider-Man sighed, "We're getting help from Daredevil and the Punisher since they know more about Fisk than me and were right outside the restaurant." he said.

'Awesome! You know Daredevil now? He's so cool!' Ned said.

'The freaking Punisher? As in the serial killer? I think you've finally gone mad, Parker.' Trixie groaned.

"I don't like it too, Trixie. Believe me. His methods are too extreme. But Daredevil's with me and Sunset, so if he were to try anything funny, we'd stop him in no time." Spidey assured his friends. "He has the information we need, and I'll make sure he doesn't shed any blood."

'Just be careful out there, Peter. For yours and Sunset's sakes.' May warned. 'It's just not you this time.

"I promise Aunt May." Peter assured. "I'll keep in touch if I need anything." he hung up the call for the moment and looked at Daredevil and Punisher, waiting for him and Sunset. He breathed in, ready for yet another long night ahead.

"Let's go."

Within Fisk Tower, the man himself sat facing his window, his large hands folded across his chest and over his legs, looking over at the night sky and the city below him. The door opening made him snap out of his thoughts and he heard a voice, "Mister Fisk."

"Yes, Leland?" Fisk replied.

"I have reports that Gargan was apprehended by Spider-Man to the authorities. Shall I have him freed at once?" Leland asked, the elder man adjusting his glasses at the suggestion.

Fisk shook his head, "No. He failed, and he deserves to pay the consequences for doing so."

Leland nodded, "Very well. Let me know if you need anything."

"Thank you, Owlsley."

The door closed and Wilson Fisk stood up, his calm demeanor changing into a scowl. Despite his large body, he turned around as fast as he could and his face instantly changed to that of rage. "Grah!" he ahouted, raising his arms and flipping the desk over with one swift movement, allowing anything on it to fall on the floor. A loud thud echoed across the room as Fisk's heavy breathing slowly became the only sound.

Another scream escaped him. He just couldn't contain his rage anymore and he needed a way to vent his frustrations. This was the only way he ever knew how.

Fisk looked at the mess and he inhaled, still annoyed. He exhaled, calming down and he sat back down in his chair, awaiting for someone to come in and ask about the mess. Like always.

Then, the door opened creaked open again, revealing Leland having heard everything, "...Everything okay, Mister Fisk?"

Wilson Fisk inhaled, "I'm fine, Mister Owlsley. I just... need someone to clean up the mess is all."

Leland spoke up, "Very well, and I shall alert your men not to free Mister Gargan just in case. I presume you are in no desirable mood to see him after the news." he closed the door and leaned on it.

Fisk's behavior was something he was used to. Yet, it bothered him. Besides Wilson's wife Vanessa, who was at an art show, and Wesley's passing, it usually left him to deal with the powerful figure.

Gargan was a disappointment, that much was certain and he knew it. Why kill someone who could end your competition? He wondered. With the Big Man gone, that would mean more power over the city. And Fisk loved having it as he believed to be saving Canterlot.

Leland groaned and looked to the men paid under their Fisk. Maybe if these vigilantes ever became more of a nuisance, he'd bring up the marksman hitman he hired a few times to do the job.

Issue #12: Kingpin of Crime

Sometime Ago...

"So, let me get this straight... Your hands can glow now?" Rainbow Dash asked in disbelief, pointing to Sunset Shimmer's palms, which were covered in an orange aura. "So, what? Some kinda magic junk like the Scarlet Witch?"

Sunset shrugged, "Kind of? I'm not sure myself. But this is good and bad, especially with how crazy the magic has been around the school lately. I mean, maybe the rest of you have something like this. I'm not sure how it works." she added.

"If you want, I can perform some experiments to figure out how you can harness it." Twilight suggested.

Pinkie gasped, "Wowee! We may have super awesome magic powers we don't even know about!"

Sunset Shimmer smiled, "Sure. We could at least try." she decided, looking out the window of the band room. 'More magic. With how crazy the city's been... Maybe I can do something beyond the school grounds for once. To make up for the fact I brought it here in the first place.' she glanced at her open palm, the aura fading, '...Once I learn more about my latent magic.'

Now...

Spider-Man, Daredevil, Punisher and Sunset looked at the building that towered over the city, a giant 'F' seen on the center right above the top window. "Woah. Fisk is not known for subtlety." Peter commented, "An evil lair if I've ever seen one."

Castle lowered the binoculars from his eyes, "Saw some crooked cops on the top floor. According to my intel, Fisk decided to head back here right after being freed."

"And I noticed some more guards within and outside the building. Some in the rooftop entrance." Daredevil added.

Sunset raised a finger, "So, uh, what's the plan exactly? We go in, find the Kingpin, and then what?"

Daredevil said, "To learn more of his motivations now that he's out of prison. We can't do anything to incriminate him now that he has police under his payroll. The least we could do is become aware of what he has planned for the city."

Spider-Man shook his head in disbelief, "Nothing's ever easy with us. First the Big Man, now the Kingpin. I'll go out first to make an entrance. You coming, Equestria Girl? Wow, you really need to come up with a better name cause that doesn't sound right."

"It's temporary." Sunset defended.

"Then hold on!" Peter shouted, wrapping an arm around Sunset's waist, her surprised by the action, before the two jumped and Peter swung from a webline he shot out. "There we go! Gotta admit, you're a way better passenger than Norman Osborn. Cuter too." he admitted very suddenly without warning.

"W-What?!" stammered Sunset.

Peter groaned in his head, 'Smooth Parker. The mask does wonders for your talking and charisma huh?' he coughed, "Um... Anyway, what can you do anyway? Said something about magic?"

"Yeah, I really can't explain it, but lately I noticed I've been able to harness magical energy. Kinda like the Scarlet Witch, but on a smaller scale." Sunset explained, "There are details I can't share. But it's something I'm trying to get used to." Peter zipped upwards as she explained, nearing Fisk Industries.

Spider-Man nodded, jumping then swinging again, "Alright. Then we should put it to the test." he looked down, "Three guards at the entrance. I say a good push should do the trick. I'll web them up once you're done there." he said.

Sunset smiled, then stretched an arm, her palm glowing. Suddenly, a small burst of energy emitted from her hand and froze the guards in the same orange glow before they were pushed onto their backs. Spider-Man landed on the concrete, released Sunset and webbed up their limbs, eyes and mouths, keeping them from moving at all. Peter gave the girl a thumbs up, "Not bad there."

"Thanks. Still learning though." admitted Sunset.

Leaping from the last rooftop were Daredevil and Punisher, glancing at the teens, then to the door. "That was the easy part. Now we gotta get in there." Frank said sternly.

Spider-Man cracked his knuckles, "Allow me." he said, kicking down the door with a powerful thrust of his right leg. "Wow, that was a lot flimsier than I expected." he admitted sheepishly, glad that little to no noise was made from his actions.

Daredevil stepped forward, "There a few more guards in the hallway. Let Frank and I go clear the way first. Then we'll give you the signal when it's all clear."

"What? We can handle it." Sunset denied.

Peter raised a hand, "Let them. We'll get in on the action soon enough. Fisk should be right over there anyway." he pointed at the large doors at the other side of the hallway.

Sunset folded her arms, "Fine. But I didn't come here to sit everything out. I need to field test my powers somehow."

With a sharp annoyed inhale, Daredevil replied, "And you will. Just not now."

Peter and Sunset stayed behind near the corner of the wall. They hears the sound of metal smacking flesh, grunts, hard punches and kicks from their end. The dull noises only lasted a few moments before Daredevil walked back, "All clear."

"...That was quick." Spidey said simply.

Sunset raised a brow, "How long have you two been at this?"

"Too long." Castle muttered, "Let's just get this over with."

And so, Spider-Man, Daredevil, Punisher, and the so-called Equestria Girl walked through the hall, over and past the unconscious bodies of the crooked officers. It was a simple stroll. The Devil held up his billy clubs, Punisher raised a pistol, Spider-Man recharged the webshooters, while Sunset's hands glowed. Once they stood next to the door, Parker kicked it opened, where they were greeted to a somewhat messy room with a toppled desk.

"Whoa. Did we already make a scene here?" Spidey wondered, "Cause that's a record honestly."

Daredevil scowled, recognizing the heartbeat of the person sitting in the chair with his back turned away. "Fisk..."

"Ah, the Daredevil. Quite a surprise to see you here so soon after my return." Fisk responded, turning his chair and revealing himself. "I can't forget you taking everything from me."

Sunset clenched a fist, "You're the Kingpin?"

Fisk smiled and stood up, "...Kingpin... I like that."

Spider-Man was taken aback by Wilson's stature, "Wow. You're a lot... bigger than I was expecting. Heh, I should've prepared some index cards for this." he quipped. Frank Castle shook his head at the kid's constant need to dish out quips.

Suddenly, Fisk's usually calm demeanor morphed into an insulted look of rage, "What. Did. You. Say?" he kicked the chair all the way across the room towards the four. Luckily, with aid of Peter's Spider-Sense warning them, Sunset caught it in midair and threw it back on the floor where it belonged.

"Good goin', kid. You had to piss him off." Frank growled.

Spidey looked at Castle, "How was I supposed to know he'd be so easily triggered?" he asked.

"...What do you want with this city, Fisk?" Matt Murdock asked, "What could you possibly gain by killing Spider-Man?"

Fisk panted, "Power. I do not need you all in my way. You cannot get rid of me. It's not as simple as last time, Devil. And I haven't forgotten about you either, Castle. No... I wish to help this city. My way." he revealed, folding his hands.

Daredevil held up his weapons, "By help, you mean to control it from the ashes you'll leave? You've destroyed home developments. Communities. Paid officials to be on your side to divert attention from your illegal actions. I'm not leaving that behind this time." he referred to their first conflict that led to Matt becoming the vigilante he was.

"Just be lucky killing you would make matters worse." Punisher agreed, "Lord knows who'll take your place so soon." he knew that the consequences of leaving an even bigger power vaccuum would just make matters worse.

Spider-Man growled, "You wanted to kill me for going after the Big Man. What? Couldn't accept not going after him yourself?"

Fisk smiled, "No... No, it's not that., I wanted to prove something. To not mess with what I have built."

Sunset raised her hands and groaned, "But now you made yourself known to us. Kind of a dumb plan."

Fisk snarled, "No, it is not!"

Daredevil frowned, able to sense something coming towards them. Footsteps coming from around the hall. Nearing them. He heard a slight buzzing and recognized it, 'The frequency of a silent alarm. He knew we were here the whole time.' he thought. "We have to get out of here. Right now." he stated.

"Why? I wanted to show this big piece of lard what happens when he messes with our city!" Spidey wondered. Fisk growled at that comment, but held in his anger.

Frank turned around, spotting some guards in police uniform at the door they entered. "Crap. Looks like we aren't leaving without a fight." he realized.

"Officers... These four have invaded my building and threatened me." Fisk lied, "Perhaps you should escort them out."

Spider-Man got into a battle stance, "Great. First Tombstone, now this. I can't catch a break."

Punisher sneered and raised his pistol, hitting a guard's nose with the butt of his weapon, making them stumble backwards. Sunset's pupils shrank at the action, "Why are we fighting them?! They're officers too!" she shouted.

"Heh." Fisk laughed. "You may leave now."

"Crooked cops." Punisher replied, ducking under another officer's right hook before countering with one of his own. Frank kicked the man back, making them fall on someone else. The two got up and went to go after Castle as he stepped out of the room, but Daredevil threw his billy club towards the back of one their heads, the impact knocking them unconscious immediately as it bounced back to his grip, were he firmly held it by his side.

The other one was knocked down by a few surprise hits by Spider-Man, who finished the job by webbing them up.

With his Spider-Sense tingling, Peter noticed more people coming in. They weren't wearing police uniform, but wore rugged clothes and looked scarred, them running down the hallway. "Who the heck are these clowns?" he asked.

"The Diamond Dogs gang, more criminals. Figured Fisk had them under his payroll too. Just like his alliegance to the Hand and some cops in this city." Daredevil growled loudly, "Prepare yourself."

Sunset readied her magic once again, ready for a fight too. "So much for a peaceful exit."

Spider-Man shot a web-ball, covering one of the gangster's mouths before sticking to the wall and running forward, driving his knee directly into the same one he webbed. He flipped onto his feet and webbed two of the goons' arms and yanked back, making them trip backwards as a result. Peter watched as they stood up and faced him. "Hey, looks like you gotta look where you're going."

They were about to attack in retaliation, but Daredevil went ahead and spin-kicked one in the back of the head. The Devil turned his body and drove his fist into another gangster, which was followed by Punisher headbutting them. The skull-clad vigilante swerved his body away from another punch after that, and grabbed their arm, turning it so they were held down.

Two more men came towards them. Sunset opened her palms to shot an orb of magic at them, and they were kept still as a result. Even she was surprised by this, "...Huh." she blurted out. Using her magic, she slammed the two of them on opposite walls. "I like this." she smiled, walking forward still.

Daredevil punched one more in the chest, allowing him stumble, where Punisher held him by the back of his shirt, slamming him onto the wall, where Spider-Man webbed them up next to the unconscious bodies Sunset made from her earlier magic burst. "Sleep tight. Cause it looks like you're still gonna have company." Peter quipped.

"Do you ever shut up?" Frank growled.

"...Sometimes." Peter responded.

The remaining Diamond Dogs marched forward, intending to finish the job. One branded a knife and charged after Daredevil. Matt leaned his body to the side and grabbed his blade-wielding arm and snapped it in the opposite direction, Sunset cringing at the sound. He held a billy club and reared his arm back, smacking them in the back of the head as a result while he held him down.

Another went after Spider-Man, with assistance from Sunset, she held the goon in midair with an aura. Peter made a webline onto their leg, when the girl released, allowing Parker to yank the gang member down onto the floor face first. "Taste fine carpeting." he joked with a thin smile under his mask, releasing the strand. "Actually that's not menacing enough. We should've waited outside." Sunset let out a soft chuckle at the comment, looking at the exit.

While Spider-Man and Sunset weren't looking, Frank picked up the blade and was about to stab another Diamond Dog in the shoulder, however, Peter caught Punisher's arm with a webline and forced him to open his hand, releasing the knife. "No killing, Castle. Not while I'm here." he stated firmly. Frank gritted his teeth and settled with decking the man in the face instead.

Daredevil elbowed the last Diamond Dog as they neared the exit, his body spinning around as he finished the attack, the man's body getting flung across the room right into another wall. "That's the last of them." he panted. The four vigilantes were out of the hallway and onto what looked like a helipad.

"Thank God." muttered Punisher, "Less assholes the better."

Spider-Man dusted off his shoulders, "...So, what now? Do we go and eat a cafe or something? Hang out and order a pizza and talk about the old times? Cause I'll be totally down for that."

"Now that we know Fisk is making a play for the city, we have to keep doing what we do best: protect this city." Daredevil answered, "You already have the Big Man's empire to worry about, kid. I'll deal with Fisk. He and I already have heated history."

Punisher reloaded his pistols, "And I got scum to take care of."

Sunset folded her arms, "And what makes you think we'll just let you go, Castle?"

"I'm the one who told ya about this in the first place. Fisk and the Big Man have goons all over the city and possibly the country. Ya look like you have school tomorrow." Frank explained, "You need me if you want to get the job done."

"..." Spider-Man paused and looked to Matt, who didn't say anything to him, "Fine. For now. But just know that if you every try anything in my face, I'll come for you."

Punisher smirked, "Good."

Daredevil managed a thin smile, "I guess this is where we part ways."

Daredevil walked to the edge with Punisher and turned his head back to face the wall-crawler and mage, "Good luck, you two. It sounds like you're gonna need it." he held Frank by his coat and jumped, using the wire from his clubs to lunge forward to the next roof.

Spider-Man blinked, "Okay, that was cool." he yawned, "But now I think I should bring you back to ground level so you could go home." he stated simply.

"When can we do this again?" Sunset asked. "I... kind of want to put my powers to the test."

Peter sighed, "We are not doing this again, Sunset. Now you should get home and think twice about doing this. As you know, it's kind of a dangerous thing. And I'm usually work alone."

Sunset rolled her eyes and groaned, "Alright." she felt Peter wrap an arm around her as they jumped off the building, the webslinger adjusting his swing so that they landed close to the ground. The two landed in an alleyway, where they were able to communicate in secret, "So who are you anyway?"

"Poindexter." Spider-Man said, "Now get home, please." he pleaded before swinging away back to his apartment. This left Sunset to muse her thoughts after telling her friends that everything went well.

'My powers are working better than I thought. Maybe the rift with Equestrian magic is greater than we anticipated.' Sunset Shimmer thought, walking to Canterlot High, 'The field test was successful. Maybe I can use my powers for something greater. Like Spider-Man. I just wish he could see that.'

Then, something clicked in her mind and she held her head as she recalled what he said, '...Did he call me Sunset? How did he know that?'

Fisk and Leland sat on a small table, where the older man spoke first to calm his boss down, "Yes, I know those four were a nuisance, but I do believe I have an idea."

Wilson nodded, taking a sip of tea, "And what would that be, Owlsley?"

"Sometime ago, there were people about to catch wind of your... plan. I hired someone to... exterminate them before they could dig further. I do believe he could he a valuable asset should these vigilantes ever decide to intervene."

Fisk was interested, "And who would that be?"

Leland smiled, "He has no real name. But he refers to himself as Bullseye."

Within Oscorp, standing in the loft that consisted of a makeshift apartment, stood two men: Norman Osborn and Hammerhead. They stood in complete darkness, able to conceal themselves, "So, Spider-Man is aware of the Big Man now?" Osborn asked.

Hammerhead nodded, "Yeah, tell yer scientists to get their equipment. We need to be able to distract him before he destroys everything he's built up now."

Norman folded his hands and said, "Very well, I shall tell Doctor Octavius and Professor Smythe of this in the morning. We will need a few days to prepare everything."

"Make it quick." Hammerhead said. The gangster then made his exit, allowing Norman to look around his empty loft.

Osborn opened a bust and pressed a button once he knew he was alone. By doing this, he opened a secret compartment in the wall. Norman walked inside and found himself in a small cellar. There was wine stacked everywhere, but at the other end of the small room was a metal box, one sealed and could only be opened with a key he had. He took the key out of his pocket.

Kneeling down, Norman put the key into the keyhole and opened the metal crate. Satisfied with the contents that lay inside. It was time to do something.

Author's Note

And so ends the Vigilante arc. Next chapter won't be the beginning of another arc, but a one-off before my flashback chapter. Basically to conclude Sunset's portion of this. And things will be looking a little green next time.

In the meantime, this won't be the last we'll see of Daredevil or Punisher too. I have a Defenders story focusing on Daredevil, Luke Cage, Jessica Jones, Iron Fist and the Mysterious Mare-Do-Well as they defend the gritty streets of Canterlot City.

Issue #13: Green is the Goblin

'This wasn't how I thought the night was gonna go.'

Spider-Man jumped out of the broken window, shooting a strand of webbing to a building, beginning his swinging to give chase. The culprit in question was someone standing on a flying glider moving at a surprising speed. The person wore a purple tunic, and looked to be a green troll, his face curving with an unnerving grin that sent shudders down Peter's spine.

The figure laughed maniacally, his voice echoing across the skyline, Peter getting closer to him. 'Yep. I'm chasing some kind of Emerald Elf across the city after a supposed calm night. I hope Twilight, Harry and Sunset aren't worried about my disappearance. And I pray that Twilight can keep Sunset from jumping in. After the Kingpin fiasco, I do not want anyone by my side yet. Not until I figure things out.'

'In the meantime, I gotta catch this Goblin guy before he wreaks anymore havok.'

Yesterday...

After another long day, Peter Parker finally returned to his apartment, where his aunt waited after her own day, "Hi, May." he dropped his schoolbag on the floor.

"Peter? I thought you'd be out... You know." May commented.

The boy waved a hand, "I will, I know how you worry sometimes, so I thought I'd stop by first. School was pretty 'eh' as usual, and Ned and Trixie probably won't be here for a while. They got some things to worry about on their own."

May nodded, "Alright. Just so you know, there's a small charity ball hosted by FEAST tomorrow which I took part in organizing including food. I can probably get you a ticket for yourself and maybe someone else if I'm able to."

"No thanks, May. You know I'm not into that formal stuff."

His aunt smirked, "Yes, I'm well aware you still wear underoos in daylight." she said playfully. "At least you wear a mask."

"May..." huffed Peter. 'If I go, I can probably keep tabs on Tombstone and Fisk if they're there. See if I can learn a thing or two about them and their organizations. Plus, May and I haven't done anything together in a while. I can't believe I might be agreeing to this...'

"Oh, I'm just teasing Peter. Are you sure you don't want to come? Not even someone special you'd be willing to take? I thought'd be a nice way to take a small break from being the friendly neighborhood Spider-Man. I know we both could relieve some stress that comes with it." May asked, Peter's face turning slightly red at the thought.

"...No. No one. I swear. I'll probably go alone if you want me to though." Peter dismissed. "I, uh, gotta go Spider-Manning now. I'll be back! Love you!" he ran into his room to change, leaving the woman to shake her head.

"Peter, you never were a good liar."

"You really gotta stop being late for school."

Peter slammed his head on the cafeteria table, a thud heard, after hearing Ned's words. "Ugh. I know. But some crooks were holding up a bank and I couldn't just ignore it. I'm lucky that Mrs Harshwinny is willing to give me one more chance though." he rubbed his forehead, "Ow, man, why did I do that?" he asked himself.

"Cause you didn't think." Trixie commented. "Being Spider-Man is going to be the end of you."

Peter blinked, "Tell me something I don't know. Being a solo act can be tough sometimes. At least I can take a small break at the FEAST thing tonight. See the city be helped another way. Maybe see how Tombstone or Fisk get the public's high opinion of them if they come, which they probably would for publicity."

"You better hope nothing happens." Trixie said. "Cause trouble seems to follow you."

"...You just jinxed it." Ned moaned, "That's the last thing you want to say. Cause now something is gonna happen."

"Seriously, Trixie." Peter grunted.

"It's true, though." Trixie said.

Ned wagged a finger, "The universe works in mysterious ways, Trixie. The jinx is a curse, especially when grouped with the fabled Parker Luck." he revealed.

The girl rolled her eyes, "Idiots. Just don't make a fool of yourself there, Parker."

"Aye aye, captain." Peter fake saluted, "I'm probably gonna hate wearing a suit though."

"Yo, Sunset. You still with us?" Rainbow Dash asked, waving a hand in front of her friend. A few days have passed since Sunset encountered the Kingpin with Spider-Man, Daredevil, and Punisher and was deep in thought about a few details and her potential with an alterego as a protector of the city.

"Huh? Yeah. I am." Sunset snapped back to reality, her mind still thinking about something. She just now remembered she was in the cafeteria with her friends.

Applejack tilted her head, "Ya sure about that? Cause it seems yer losing track'a somethin'. Is it to do with the whole standin' by with Spider-Man thing ya stupidly did?"

Sunset crossed her arms, "I told you girls, I wanted to do something with this magic. To help this city. I brought Equestrian magic here in the first place, the least I could do is use it for something good outside of this school."

"Nobody is asking you for repentance on that scale, Sunset." Rarity reminded her, "You've done your fair share of good and proved you moved on from your past."

"But seriously, Equestria Girl?" Rainbow brought up. "That's the best you got for a superhero name?"

"I-It was a spur of the moment thing. A work in progress." Sunset blurted out.

"Why not something cool, like the Sun Mage? Or Solar Eclipse?" Rainbow added, "If you're gonna be a superhero, might as well have a cool name to go with your identity."

"I don't think we should be on board with this idea, R-Rainbow." Twilight interjected.

"It was just a field test, Twilight," Sunset assured with a soft smile, "I won't be going out there on my own yet." she said. 'Now back to figuring this mystery out... Who the heck is Spider-Man? And how did he know me?' she wondered in her head. 'And was Peter really at his Stark Internship after such a dire incident?'

"Well, will you at least be up for something else tomorrow to help the city? Something less... violent?" Twilight offered, "My parents take part in this... charity, FEAST, you could donate or come to this little thing they're having. The money for tickets go to the poor, and my parents gave me an extra one since Shining Armor isn't able to make it. Maybe that'll change your mind over the superhero thing?"

Sunset tapped her chin, not wanting her friend to worry, wondering if maybe she was right, "...Alright, Twilight. I'll see if this'll change my mind. Maybe you're right."

"...Yep, I hate wearing a suit." Peter mumbled, looking at his reflection, adjusting his collar, 'Doesn't help I'm wearing my costume underneath this. I feel too stiff, like I can barely move my arms.' he thought, turning around.

"Well, don't you look handsome." May teased.

Peter sighed, "Come on, May. Can't I just go casual?"

The woman shook her head, "No can do, Peter. This is a formal event. That means suit wearing even though I know you don't like it. Just this once?"

"...Only for you, May." Peter replied, "Come on, we gotta let the star of the ball get there."

"Oh hush, you." May laughed. "I know Ben would've loved to see you like this."

"He'd probably laugh at how much of a penguin I look. I know he's watching though, and I hope he's happy." Peter replied.

"I'm sure he is. Now come on, the cab should be here soon."

Nephew and aunt stepped out of the elevator in the building, they wandered into a nice big room, decorated but not too much,just enough to set the mood though. People stood around, idly conversing with each other, 'Man, this is pretty formal. Orchestra music, tables with napkins over each plate. Makes me wonder how May got us in here... Maybe I should get a job or something to help her one day.'

"So, uh, Aunt May... Is there anybody here you'd recognize? Cause as of now I'm just trying to follow your lead." Peter admitted. 'Seriously, I hope at least Harry made it. I know May will have a good time at least.' he mused.

May pursed her lips, "Actually, I'm not sure. Maybe we'll run into someone here." as she said this, Peter's eyes wandered around, before something caught his eye.

Standing across the hall was a purple-skinned girl he seemed to recognize. Except, just like him, she was dressed for the occassion. She wore a nice purple dress, heels, and her hair was kept in a ponytail, glasses propped over eyes still. The sight making Peter's heart nearly melt. Next to her was a fair-skinned girl with fiery hair also kept in a ponytail, wearing a green dress. 'Sunset and Twilight are here?! Oh man, I'm gonna look like a fool like Trixie said. Hopefully, Sunset hadn't put two and two together about my secret identity... and hopefully my brain doesn't go stupid.'

"What are you looking at Peter?" asked May, snapping the boy out of his train of thoughts, noticing her nephew's flushed face, "Oh, Mrs Velvet and Mr Light are here as well. That must be their daughter and one of her friends."

"Who?" Peter asked.

"They're over there." May pointed, "Come on, it'd be rude for me not to introduce you."

"R-Right..." Peter sheepishly smiled, following his aunt, hoping that what he was doing wasn't a mistake. "Like I said, I'm following your lead, May." he added. 'May knows Twilight's parents?! God, I really wish I wasn't jinxed.'

"Mr Light, Mrs Velvet." called out May, hoping to get their attention. Luckily she did, with Peter still walking behind her.

"Oh, Mrs Parker." Velvet said. "I didn't think we'd see you here. And who might this fine gentleman be."

May gestured to the boy, "My nephew, Peter."

Peter awkwardly waved, "Uh, hi?"

"May told us about you, Peter. Hopefully, you're doing good right?" Mr. Light said.

"Um, yeah, I am. Don'f worry." Peter said.

"Peter?" called out Twilight.

The boy's grew to saucers and he spoke back to the one that said his name, "Hey, um, uh, Twilight. Sunset. Funny seeing you two here, huh?" he asked, trying to break the ice. "You both look nice, by the way." he complimented.

"T-Thanks, you too." Twilight replied, "But what are you doing here?"

Peter shrugged, "My aunt is a part of the organization and bought an extra ticket so I can come. What brings the two of you here?"

"My parents are also a part of FEAST. I usually come along to help with organizing." Twilight revealed.

Sunset said, "I came to keep company since her brother couldn't make it this time."

"Well judging by how my aunt and Twilight's parents are chatting, they seem to get along fine." Peter replied, "Hey, at least there are some familiar faces here."

Twilight chuckled, "That is true... So, how has the Stark Internship been?"

Peter blinked, "Good. Really good actually. I'm learning a thing or two from Happy and Mr Stark. Taught me the ropes while still letting me stand on my own ground. Anyway, how about you two? I'm sure the magic thing is still going on."

Sunset sighed, "You have no idea. At least it's been lightening up at the school. Did you hear about that strange sorceror that showed up in Hong Kong? Maybe he could teach or help us with a thing or two about this magic business." she suggested.

"I doubt he's easy to reach Sunset." Twilight corrected.

"I'm sure you two and the others have it covered. Nothing's really escalated in a long time." Peter assured. "At least you got Twi here, she seems more well-versed in magic than I ever thought."

Twilight smiled, "Thanks. But it was you who figured out that it was a simple chain reaction from the portal that could've solved it."

Parker raised his hands, "Ah, but it was your research that helped me. There's no way I could've deciphered a pattern with the magic phenomenon and how to trace it properly to create a comprehendable equation. That was pretty genius." he complimented. He failed to notice the girl's cheeks becoming a slight shade of red.

"It's just hard sometimes, you know?" Sunset asked. "Having to deal with school and magic?"

"...You have no idea." Peter exhaled quietly. "At least you guys have the night. It's a good reminder to show that there are heroes not in costumes." he pointed out, sharing a quick glance with Sunset, hoping she got the message.

The fiery-haired girl blinked, "Is this about last week? Ugh, both you and Twilight."

"It was crazy to do, Sunset. Leave the vigilante stuff to Spidey." Peter lightly scolded.

"And where were you?" Sunset asked, "You just vanished when things got dangerous too."

Peter inhaled and stumbled, "I-I was at the Stark Internship."

Twilight put a hand on her friend's shoulder, "Sunset, Peter, please. Not now."

"Fine..." Peter agreed, rubbing his forehead, "Look, I'm sorry I vanished like that without warning. I'm still getting used to it, what with juggling my resonsibilities and sometimes it pops up when it's really inconvenient, and I have my moments where I don't think of stuff like this." he admitted, 'That isn't too far from the truth. I really don't want these two figuring things out.' he cleared his throat, "Trust me, I'll do my my best to clear things up if we ever hang out again and something pops up."

Sunset pursed her lips then gave him a soft smile, "Apology accepted. And next time, I guess I'll be careful of how I handle using my magic. Deal?"

"Deal."

As Peter and Sunset gave each other a friendly nod, the boy looked to Twilight, who quietly mouthed, "Thank you."

Parker gave his crush a sheepish smile, a little proud. But the sound of another voice caught his attention. Looking around, he saw Harry Osborn walking by, "Looks like you're still making friends, huh Peter?" he asked, giving his old friend a handshake.

"Hey, Harry. I didn't think you'd make it." Peter greeted.

Harry shrugged, "My dad said something about publicity being good for the Osborn name, and had me come along. I know your aunt does some charity works here. At least I recognize someone here." he chuckled, patting Peter's friends.

Twilight and Sunset's jaws were agape, "You're friends with Harry Osborn?" said the former.

Peter smiled, "I could also ask how you're friends with Sunset."

"Oh, hey, girls. You didn't know?" Harry wondered, "Yeah, don't let the money and name fool you. I don't want any of that exposure. Peter, Ned, and I always used to hang out and my dad is okay with them too, which is surprising."

"Speaking of, where is your dad?" Peter asked.

"He's at a meeting back at Oscorp..But an associate is here. Mr. Lincoln." Harry pointed to a very familiar pale-skinned man in a suit. Seeing him made Peter's skin crawl.

"Uh, Peter...?" Twilight asked worriedly, "Are you alright?"

The wall-crawler blinked, "H-Huh?" he blurted out, seeing Twilight's concerned face, 'Great, my Spider-Man business is blending in now. Don't I feel like an idiot?' he thought as his face flushed, "Yep, never better, Twi. Just emptying my mind is all. Thinking about the science project we have coming up for Mr. Slott. So, what do you have in mind, girls?" he changed the subject in hopes it'd work.

"Oh, that? I was planning on doing a model on the process of photosynthesis." Twilight answered.

"Haven't decided yet. What about you?" Sunset Shimmer asked.

Peter reached for a cup, "Me? Eh, probably something to do with radiation, like gamma radiation."

"May I recommend Dr. Banner's published research on gamma radiation? It's quite fascinating how far it's gotten." Twilight suggested.

"Yeah, I can do that. His studies on radiation are quite intruging from what I hear. Hopefully it ends up good." Parker put his hands in his pockets.

Harry smirked, a thought dawning on him, "Yo, Pete. Can I talk to you about something?"

"Um, sure." Peter was then dragged by his arm, leaving Twilight and Sunset to discuss something else, and the latter gave a devious smirk of her own.

"Tell him."

"W-What?" stammered Twilight, reaching for her cup and nearly spilling it as a result.

Sunset shrugged, "Come on, Twi. Ask him out or something, it wouldn't hurt to try. This is your chance."

Twilight gulped, "I-I can't Sunset. Something like this requires time to process, to figure out. I can't just ask him like that. I don't even know if he likes me. What if I embarass myself and he rejects me?"

In an attempt to ease her friend, Sunset said, "Twilight. This isn't something that can be easily solved with research or science. You just have to trust me." she gripped Twilight's shoulders. 'I may have a hunch the feeling's mutual. I doubt he noticed I saw his thousand yard stare when he saw her. Heh. Best let her figure that part on her own though.' she thought.

"...But..."

"No buts, miss. You're gonna do something about this crush of yours." Sunset teased in a playful manner. "At least try. I doubt he'll reject you anyway."

"Hey, Peter. That's Twilight and Sunset right? When did you become friends with them?" Harry asked.

"Recently. It's kind of a long story." Peter admitted.

Harry put a finger on his chin, "I seem to recall Ned accidentally spilling some information when you were chasing after the Vulture to find my dad."

Peter mumbled, "...And that would be?"

"Isn't Twilight the girl you have a crush on?"

"Harry!" seethed Parker through gritted teeth.

Harry laughed, "So it's true. I didn't think Peter Parker could ever fall for someone." said teen crossed his arms, to which Osborn responded, "I'm just kidding around, Peter. The two of you seem to hit it off just fine. Why not ask her out?"

"You kidding? I can't do that! Have you seen me, Harry? I have no charisma!" retaliated Peter. "It wouldn't last."

"You're being too hard on yourself, Peter. You got friends, and a job with Tony Stark. You made it pretty far in life." Harry complimented. "Trust me, I wouldn't say this if I didn't mean it, dude. You're a cool guy, and I'm sure she knows that."

Peter frowned and breathed in sharply, "Maybe you're right, Harry. I just need time to--" he paused, feeling his Spider-Sense go off, his eyes wandered, spotting something coming towards the window they were standing by. "Look out!" he tackled Harry put of the way of something passing through the window.

BOOM!

Shards of glass went flying as screeches of terror were heard. Laughter echoed through the room. Peter sat up as did Harry. May and Tombstone and everyone else attending looked at the strangely-dressed man on what looked to be a glider, "Aw, am I late to the party?" he asked, his voice screechy yet deep.

Twilight and Sunset took a step back, looking at the former's parents and May worriedly. Tombstone asked, "Who the hell are you to crash in here?"

"Aw, my apologies for being so rude! I... Am the Green Goblin! And I'm hear to have a little fun with you Mr Lincoln!" introduced the Green Goblin.

Lincoln gritted his teeth, "Everybody out. I shall attend to our unattended guest!"

Everybody did as they were told and ran for the staircase. Peter and Harry ran to May, her nephew following the woman's lead. "Harry go. I'll be staying with my aunt as we leave. Just get back home." Peter said.

"What about you?"

"We'll be fine. Just get to safety." May ordered. "If you run into Twilight and Sunset or Twilight's parents and they ask, tell them the two of us are fine and that we're a little farther behind. We want everyone to evacuate first. I don't want anything to happen to you either. And tell them to go home."

Harry frowned, "Okay... Just call when you get to safety."

"You got it buddy." Peter insisted. He gently pushed his aunt near the door once Harry was gone, "Now go, Aunt May. Please."

His aunt gulped, "This isn't what I had in mind for tonight."

Peter sighed, "I know, and thank you for it. But I just can't sit by while this creep is here. Maybe my alterego can help stall time for everyone to escape. Trust me, May. I got this." the two hugged before May left for the emergency exit, leaving Peter on his own to become his vigilante identity.

"Well, well, Tomby, it seems this little party ended a little early!" Green Goblin mocked.

"Only because you ruined the night." Lincoln scolded, "What do you want with me?"

Goblin folded his hands, "Oh, quite simple. Your criminal empire. Your little weapons trade. I do know about it after all. Perhaps destroying is you is the key to getting all that." he gestured a little fingergun motion towards the Big Man.

A strand of gossamer stuck itself to the tip of Green Goblin's pointed finger. "Trust me, I want Tombstone taken down as much as the next guy, but I don't condone murder!" shouted Spider-Man, "So, I'm gonna have to put a little stop to this violent circus act."

"Ah, the little spider has crawled into my web. Now that is quite surprising." Goblin laughed, "Now do leave me be. This quarrel does not concern you."

"Oh it does. You attacked a harmless charity event. It puts you on a greater scale than Captain Planet villains!" Spider-Man quipped, swinging so that he could kick Green Goblin. But the Goblin pointed a finger, shooting Spider-Man with a finger beam, the laser striking the wall-crawler's chest. The teen fell onto a table, causing to crumble beneath him. "Ow... What is this? A censored dub of Yu-Gi-Oh? You got fingerguns."

Green Goblin smiled, "Quite marvelous isn't it? But that's not all I have!" he held something round and orange in his hands and pressed his thumb down on it, "Taste pumpkin pie, Spider-Man!"

Seeing the bomb being dropped, Spider-Man kicked his legs up and swiftly shot a web-line to the bomb, "If you wanted to bring food, you should've joined the party like a normal man!" he shouted, tossing the bomb out the window, where it exploded in a mass of green smoke, another screech heard as it went off. He faced Tombstone, "So, what's the deal? Are you on my side?"

"I don't want innocents getting hurt. It's bad for business." Tombstone answered.

Peter shook his head, "Right. Money tycoon. At least you have some dignity."

Green Goblin lowered his glider, it revealing a crowbar from the front. Peter shoved Tombstone aside and backflipped, the glider getting stuck to the ground. "Ya missed, Gobby!" Spider-Man shouted, he kicked the troll-like man off his glider, knocking him on his back. Spider-Man reared his fist back as he was ready for another attack, however Goblin shot another finger laser, tossing Spidey up in the air and stunning him. Goblin then took the time to lift his glider and stand on it. "Ow... Come on, Greenie. What's the deal?"

"Power, Spider-Man. I don't have a reason other than it's fun!"

Spider-Man shot a ball of webbing in Green Goblin's direction, however, he shot another laser, and he dodged it, the webbing hitting Green Goblin's eyes, causing him to yank on it. To distract his opponent, he reached for another bomb, "Annoying spider..." he grunted, tossing it down. Spidey ran on a table to dodge the bomb, running his feet all over the food.

'Ugh. I'm so sorry people for ruining your food. My costume's gonna smell again.' Peter groaned in his head. The bomb exploded, the force pushing Tombstone through a wall in a futile attempt to dodge it. "Okay, as satisfying as that is, I'm still taking you down." he admitted.

"I'd like to see you try, Spider-Man!" Green Goblin taunted, flying outside the window to make an escape. "It's a shame your arrival had to cut this meeting so short!"

Spider-Man leaped out the window Goblin broke through, "Oh no you don't! We still need to have a tea and biscuits!" he yelled, swinging after the Green Goblin. 'This isn't how I thought the night was gonna go.' he thought. "Hey, Goblin! You forgot to leave a business card! Do you mind if I get one?"

"Aw, you want to be a repeating customer? Then step right up!" Green Goblin laughed, noticing Spidey attach some webbing to the back of his glider. Peter was being dragged behind, holding on for dear life on the Goblin's hovercraft.

Peter held tighter as Goblin swerved upwards, "Holy crap!"

Green Goblin turned his head, "Enjoying the ride? Well, buckle up! Ahahahaha!" he laughed again.

"There's no seatbelts on this thing!" shouted Spider-Man, noticing the glider reaching upwards as a wall came towards him. Unfortunately, Peter couldn't react in time and crashed right through the glass windows and landed on the office floor. Bystanders watched as the wall-crawler got back to his feet, "Sorry about the damages." he apologized, giving chase to the Goblin once again as he charged out the other side, catching up to the glider.

Using his web-shooters, Spider-Man continued his chase after Green Goblin, "I can give you a chance, Spider-Man. Let me the end the Big Man. Your war can finally end."

"Yeah, right. And let another begin? Over my dead body."

Green Goblin chuckled, "That can be arranged." he pointed at Spider-Man, but before he could shoot it, Peter zipped forward and held Goblin by his collar, "Ooh. Getting a little up close and personal hm?" he questioned. Peter punched him in the face, only to get met with a powerful right hook, throwing Spider-Man aside.

"Got a mean right hook." Peter moaned, dodging the pumpkin bombs getting tossed by Goblin, using his weblines to throw them back in midair as he stuck to the wall to avoid any collateral damage, allowing them to explode. Once the green smoke faded, he dodged another finger blast from Green Goblin. "Really? Seriously, what the heck are you using?" he wondered.

"Ah ah ah. That'll spoil the surprise!" Goblin laughed.

Spider-Man was ready to kick Goblin with a full swing, but the Green Goblin was ready for it and shot some lasers in his direction, sending more volts within the wall-crawler's body, temporarily paralyzing him before he regained his senses, "Isn't that shocking?!" Goblin quipped, flying around to tackle Spider-Man. Peter swerved his body in midair, dodging the attack.

Green Goblin turned around to face him and noticed a building coming towards him, he backflipped as high as possible, the glider driving itself into the building, where he landed on it once it exited. Peter was at a loss of words at the stunt, "Wow... Just wow." nontheless he jumped forward and shouted, "Not bad, stuntwork, Gobby. Such a shame we gotta end the dance!"

He jumped into from his swing and kicked Goblin down, using a webline to catch Green Goblin, "What?!" he shouted, noticing that Spider-Man caught him and slamed him onto a wall, the same one he was standing on, where his body was stuck. Wanting to end this, Spider-Man webbed up the Green Goblin's body, where it hung off of a roof, "There you go. Now we wait for the authorities."

"Hahahahahahaha!"

Peter crouched from his spot, "What's so funny? I won."

Green Goblin's smile never faltered, "Oh, it's not that. It's just I left a little surprise back at the ball! A little pumpkin strong enough to paint the whole block red! It will go off by 11:00! What're you going to do, hero?"

Peter's eyes widened, and without a moment to hesitate, went back to the building.

Spider-Man jumped back into the building, seeing Tombstone trying to clean up, "Anyone else in this building has to go!" he shouted, "Wait, why are you still here?"

"I'm a man of honor, Spider-Man. Goblin came because of me. It is only fair I assist in cleaning." Tombstone said.

"...Anyway, Gobby said he left a little surprise of the kaboom kind. We gotta find it or the whole block is gonna be a little less crowded. Even though I hate the idea of working with you, at least help me with this." Spider-Man said. Acknowledging the stakes, Lincoln nodded and decided to aid Spidey just this once, telling everyone still sinde to leave as soon as possible.

The two turned every table, checked the chandelier, and every crack and crevice they could reach. However, they found nothing. Spider-Man looked at a clock, "Oh no! 10:59! Where the hell... Is it?!" he shouted, punching a wall out of frustration, 'Come on... Come on! It has to be here somewhere! Oh man! No!'

Then, the clock struck eleven... And nothing happened. "...Huh?" Spider-Man said, "Where's the kaboom? There's um, supposed to be a building-shattering kaboom."

Tombstone scowled, "If I didn't know any better, I say the Goblin was bluffing. Used it as a way to escape. You better go chase him hero. For your sake."

'Yep. That's exactly what happened.'

Spider-Man returned where he tied up the Green Goblin, instead finding tattered webbing. 'He left no clues of his whereabouts. He's a literal John Doe. I know nothing about him.' he grunted, sitting on the edge of the roof and removing his mask. 'Great. Just when I thought I was getting better, I let this guy gets away. He tricked me. I won't make that mistake again.' he clenched a fist.

'And something tells me this won't be the last time we meet.'

Peter sighed, reaching for his phone, "Guess I better tell May what happened and Harry I'm safe."

"Please don't do this, Sunset." Twilight pleaded. She and Sunset stood outside the building in a crowd, seeing Spider-Man chase the Green Goblin before leaving once they saw the situation was handled and the authorities arrived. They knew the others safe according to Harry, but they were escorted from the scene before they could get some definite answers and were waiting right outside Sunset's house to drop her off, where they had one important debate.

Sunset crossed her arms, "I'm sorry, Twilight. I know you're against it. But I made up my mind. What would've happened if Spider-Man didn't chase the Green Goblin and attacked us once he was done inside? He can't do everything by himself and we would he defenseless."

"But this is something out of our league." Twilight said, "You still haven't perfected your new magical abilities. We've only dealt with magic, not criminals!"

"...I know that. But I know enough on how to use them effectively for the time. I can't stand by while creeps like the Green Goblin are out there. I want to use my magic to do some good instead of having it be a catalyst for mayhem. If I brought it here, then I'm gonna put it to good use for this world. I made up my mind, and tonight made me realize that for good."

Twilight scowled, "F-Fine. But at least practice. Get some training before you go out there. The fact you wanted to jump into action right away last time scared us, at least prepare youself. Please."

Sunset sighed, "Alright. For your sakes. I'll hold off on it until I get a little more practice. Maybe I can see if Spider-Man can help me again." she suggested, "Would that make you feel better?"

"A-A little, yes." Twilight admitted,

"Okay then. I need you to trust me on this." Sunset eased.

"..." Twilight paused, "If you want to... Then, I guess I trust you."

"Thank you, Twilight. I promise, I Pinkie Promise, I'll hold off to train for a while."

Author's Note

The Green Goblin has joined the action and it seems Sunset's finally beginning her journey as a magic-based vigilante. She won't join the fray right away.

In the meantime, next chapter is gonna be that interlude I mentioned, where Peter looks back to first meeting Twilight while dwelling on Harry's words in this chapter.

After that comes what I'm calling the Project: Spider-Slayer Arc, where I'll be introducing more of Spidey's familiar rogues to the mix as Tombstone tries to keep our favorite hero a little occupied.

And of course, more of Peter trying to balance his two identities and secret.

Interlude: Homecoming

The day after returning to New York...

'So much for a grand return.' sighed Peter, his body stiff within a locker Flash Thompson stuffed him in. He exhaled. Hopefully someone was able to get him out. 'Sometimes it's real hard restraining my spider powers. And I get real tempted sometimes.'

A few clicking sounds later and he suddenly found himself facefirst on the ground. He raised his head, spotting a blue-skinned girl shaking her head in disappointment, "What am I going to do with you, Parker? You've only been back for twenty minutes and you're already getting stuffed into lockers. And for some reason it was mine again."

Standing up, Peter dusted his body off, "Yeah, nice to see you too, Trixie. It's the kind of welcome wagon I expected to be honest. Did I miss much?" he asked.

"Nope. Except for magic running rampant again." Trixie stated, "The Friendship Games nearly fell apart. We could've used your spider-powers there."

Peter raised a finger and cleared his throat, "I was too busy helping Mister Stark, remember? I had my own adventure down in Germany. It was seriously awesome."

Trixie rolled her eyes, "I'm sure Ned would love to hear more about it at lunch. You know how that dork is with the Avengers. Same as you." she commented.

"Speaking of Ned, where is he?" Peter wondered.

"Already at first period." the girl replied, "Come on, you know how Mrs. Harshwinny gets when we're late."

"So you really met the Avengers?" Ned asked, leaning his head in to ask the question to Peter, who was sitting in front of him. "Were they just as cool in person?"

Peter stopped tapping on his pencil in annoyance, waiting for second period to begin, "Yes, dude. I said this ten times already. Mister Stark came to my house. There was a battle in Germany, I was in it. It was cool. I'll show you what I recorded at lunch. Now be quiet, Mr. Slott's gonna be here in a second."

"Can you show me now?" Ned wondered.

Peter turned his head, the two of them walking to lunch now, "Dude. Once we get to the cafeteria, then we will. Can't have my alterego being shown like this. It's all recorded on my phone anyway. Got so many good moments too." he bragged. "Now let's--"

"Oof!"

Two bodies bumped into one another, books scattering on the floor as a result. Peter moaned as his eyes were shut from the sudden impact, "Ow... My bad..." he apologized, kneeling down and opening his eyes grab whatever fell. Then he raised his gaze to look at whoever he bumped into.

And he swore his heart skipped a beat.

Standing across from him was a purple-skinned girl, standing awkwardly in an attempt to reach for what she dropped. Her hair was kept in a bun, some strands hanging from the sides of her head. She seemed to wear a uniform, more formal than Peter was used to for the school, And she wore some of the thickest glasses Peter's ever seen. She bit her lip, as thought she was afraid she made a terrible first impression.

And Peter couldn't stop looking at her.

Finally, he realized he needed to break the silence before things got even more weird and he said, "Uh, sorry about that." he reached down for the girl's books and took a glance at one of the covers in an attempt to break the ice, "Oh, cool. A copy of Reed Richards' simplified quantum theory." he commented, looking at one of the books, "I should really find myself a copy. He and Bruce Banner have some good stuff that I'm curious about as well."

The girl blinked, "Y-You know about their research?"

"Heh. Yeah," Peter chuckled, "Them and Max Modell. I didn't think anyone else in this school would even care about their studies to be honest... It's uh, kind of a first to notice."

After adjusting her glasses, the girl seemed to give him a thin smile, "That's... great! I-I didn't think anyone besides my friends would bother talking about that."

"Well, trust me, I'm all ears." Peter replied simply.

"Ha! Look at Puny Parker trying to make friends." Peter scowled upon hearing that voice and groaned, noticing a taller kid passing them, a smug grin on his face as he walked. The girl blushed in embarassment at the comment.

Peter inhaled, "Alright, Eugene. Whatever..." he muttered, "Ignore him. He does that with me all the time... Who are you anyway? I don't remember seeing you around before."

"T-Twilight Sparkle." the girl introduced. "I just transferred here after the Friendship Games."

"Peter Parker." Parker introduced himself, "Welcome to Canterlot High."

Twilight's smile grew, "Thanks... N-Now I have to go before my friends wonder where I'm at..." she paused, holding the books over her chest, "It was nice meeting you."

Peter folded his arms, watching as the new girl walked away. Ned cleared his throat, "Uh, dude. We should probably get to lunch." he commented, gesturing in the opposite direction.

"Oh, right. Hey,,, is it me or... Did she... kinda look familiar?"

Ned shook his head, "Remember that one girl who came from that horse dimension or whatever with Sunset and came to stop those singing girls? That's her doppelganger from this world. Showed up and transferred from Crystal Prep after the Friendship Games. It's a long story. I'm sure your side is more interesting anyway."

"...Right."

Peter held out his phone, showing Ned and Trixie what he managed to record down in Germany. The video showed him at an airport, looking at the various heroes standing around, "There's Captain America, Iron Man, Wolverine--" he paused once he saw someone in sleek black armor designed like a panther jump out of nowhere, "Whoa! Who's that new guy?!"

"Underoos!"

The camera turned to face Peter, in his new Spider-Man costume, "That's my cue!"

He dropped the camera and leaped in the air, webbing up Captain America's hands he grabbed his shield, holding it in his arms. Iron Man said, "Nice landing, kid."

"Holy crap. This is gonna be good." Ned commented.

It was a spectacle to be sure, Spider-Man fanboying at the idea of sharing presence with all these big name superheroes. However, Peter wasn't focused on the video. His eyes darted to the table across from him, his mind and gaze wandering to the girl he met earlier, sitting a few tables down. He closed his eyes, trying to focus his thoughts back onto the video he was showing.

Trixie waved a hand in front of the boy, "Parker. I may be watching the video, but even I can tell you're daydreaming." Peter shook his head upon seeing and hearing that, "What's got you so focused? Remembering being with the Avengers?" she joked.

"...Sure." Peter replied, a half-lie. He looked back on the video, "Oh this part's great. I managed to sneak my cam over into the building where I fought Falcon and the Winter Soldier. And totally kicked their butts." he added, pointing back to the small screen.

Ned, though listening, was silent in the previous conversation. His own gaze turned to where Peter was looking. A devious smirk seen on his face, knowing exactly what had his attention. Deciding not to say anything, he continued to watch the video, seeing Spider-Man block Winter Soldier's fist.

"You got a metal arm? That is awesome dude!"

With his first school day back from Germany done, and Peter web-zipped upwards on a wall in his new costume, his waist hitting the edge of the building painfully before his knees scraped the wall. "Oof!" he grunted, his body collapsing onto a few trash cans, scattering the metal cylinders as his body landed. "Ow... Okay... Gotta get used to how sleek this new suit is." he moaned while rubbing his head.

'I feel a lot lighter in this, that's for sure. Need time to adjust to everything...' Spider-Man thought, dusting his chest off. He decided to climb the wall the old fashioned way, 'My mind's been all over the place today anyway. Even I can't explain it. Me. The guy that got bit with a radioactive spider.' he mused, 'Why am I thinking about that girl all of a sudden?' he wondered.

Spider-Man stood on the roof of the building once he finished climbing, 'I'll admit... She is cute. But all I know about her is that she's new, really shy, had a doppelganger from a parallel dimension, and is really into science... Heh, the look on her face when she realized I wanted to talk about Reed Richards and Bruce Banner's research, maybe I should've told her I know Tony Stark now. Could've seen that cute smile grow even wider.'

The webslinger slammed his palm onto his forehead, 'Okay, Parker. Cool your thoughts. You just met her, that's weird to think about. You need time to process this, maybe get to know her a little more before you can admit you have those feelings-- Oh, who am I kidding?'

Then, Spider-Man heard something below him. Sirens, and the sound of a speeding car. "Sirens. Oh thank God, some action." he looked down, noticing two crooks in a car, "Ha. Marko and O'Hirn. This should be a cakewalk. Let's give them a taste of Spider-Man 2.0." he quipped, jumping down into the fray. "I'll focus on this crush thing later!"

Perhaps he'll figure these emotions out soon enough.

Now...

Peter awoke, the memories having flooded back into his mind. 'Well that was a trip down memory lane.' he thought, yawning as he stretched. 'Maybe what Harry said at the charity event was good advice. I should find a way to deal with this whole Twilight crush thing.' he thought, covering his eyes from the rays of the Sun, 'But I got a whole lot of other things to worry about... The Big Man, Kingpin, and now the Green Goblin. At the very least, I think Sunset's done trying to play hero. Can't have her or Twilight figure out who I am yet.'

He looked at his desk, hearing a small vibration. It was his phone. Curious, the boy picked it up and read the message.

'Yo, Dr. Connors agreed to give me a tour of the University before I start working. You wanna check it out with me?'

'PS. Trixie already said no.'

Peter smiled, "Alright, Ned. Sure, got nothing else to do this weekend." he replied back right there.

Ravencroft Prison...

Two cells, occupied with three separate criminals: Flint Marko and Alex O'Hirn in one and Maximus Gargan in the other. Two of them were the partners in petty crime, and the other was an assassin hired by the Kingpin.

Two officers walked to their cells. One of them speaking, "It's your lucky day, gents. Someone actually paid for your bail." he said.

Marko raised a brow, "Who?"

"I did."

Standing at the doorway was a man with a flat head, "Pack your stuff, boys. The Big Man wants ya." said Hammerhead as they all turned away from their cells. The three criminals walked out of the prison with this stranger.

Alex blinked, "The Big Man?"

Hammerhead folded his arms, "Did I studder?"

"Why should we?" Gargan wondered. "What the hell do we get out of it?" he asked.

Hammerhead replied, "Ya want revenge on the Spider-Man? Go see the Big Man. Got ourselves somethin' you might wanna see. Trust me, you might be of use if ya want 'em out of the picture."

Mac Gargan smirked, "Alright then. All I needed to hear."

"Same here." Flint agreed.

O'Hirn nodded, "I got a bone to pick with that wall-crawler too. Sure, I'll follow your lead."

Hammerhead smirked, "All right then, gents."

Issue #14: The Slayer

Peter and Ned glanced at each other, both having eager grins on their faces aa they looked at the building. "There it is, Ned. Dr. Connor's lab. Hey, I think Harry's gonna be there too." he nudged his friend's elbow, "At least the two of us aren't going at it alone. Wait, how am I able to come anyway?"

"Connors was actually interested in your mind or something, having heard of your 'Stark Internship' from Harry, he actually wanted to meet you in person." Ned explained, "I wonder what he'll show us."

Peter raised a hand as he opened the door into the small building, "We'll Probably get a glance at his experiments. Show and don't touch kind of things probably."

The two entered, immediately spotting Harry, another teen his age, an older man and a woman overlooking an electric eel. Osborn glanced over, spotting his friends, "Hey! Peter, Ned! Glad to see you two made it!" he greeted.

The man shared his grin, "Oh, I didn't think you two would be here so early." he extended a hand once the two walked closer. Peter looked down, noticing one of his sleeves rolled up, no other arm was seen, but Parker made no comment in fear of being insensitive, "I'm Dr. Curtis Connors. It's a pleasure to have you both here."

"I'm Dr. Martha Connors. You're actually on time." she smiled.

The other teen gave them a nod of acknowledgement, "Brock. Eddie Brock. Welcome to the lab."

"Thanks you guys. I'm more surprised that you allowed me to join with Ned." Peter commented nervously.

Curtis put his hand on his hip, "Trust me, this is technically his first day. I was just as curious about your potential once Mister Osborn brought it to my attention though, Mister Parker."

"Uh, thanks." Parker said. Eddie rolled his eyes.

"It was worth bringing up." Harry admitted, "I think you'd be a little interested in what goes on here."

"Oh yeah, Harry actually spoiled a couple of details to me over the phone." Ned responded.

Curt chuckled, "Ah, glad to see the two of you anticipating this." he gestured to one of the glass cases containing a lizard, "This is one of my current experiments. I'm trying to recreate the regenerative property of a lizard from when they shed."

"Why?" asked Peter.

Curt sadly looked down to the stubble that was once his arm, "...Oh. I'm sorry." apologized Peter.

"No no, don't worry. I understand not bringing mention to it. It's no bother to me." Curt dismissed, "But as of now everything's been untested."

Martha spoke up, "Basically we're afraid of any unintended side effects until we can perfect the process. So we're avoiding human usage until we know it's at least stable."

Eddie folded his arms, "Came up with nothing so far but we know that it can at least be done. We just need something to finish it and allow it to be stable."

Peter glanced down at the lizard sitting there, "Hm... That is tough. I don't blame you for waiting it out."

"What about these eels?" Ned wondered, pointing at the water tank, noticing some electric sparks.

"Oh, careful." Martha warned, "Those eels have been exposed to an uncalculatable amount of electricity. As you know, they've been exposed to a massive amount of volts of electricity. At this point, they're more like living batteries."

"That's hardcore." Ned complimented, with a growing grin.

Eddie snickered, "It kind of is. Just stay clear of the tank unless you have protective gear. We also attempted the regeneration serum with an iguana, but the research proved fruitless too. We call these projects 'Cross-Species'. Basically the docs want to test the capabilities of animals to see if we can somehow use their unique natural abilities for good." he explained.

Curt nodded, "Basically. We only want to use these in the name of good. Oh yeah, I forgot to mention, one of our other scientists, Dr. Warren isn't here, but he also partakes in this. So far, his results are the same as ours."

"Hey, doc." Eddie called out, "Should we show them the V-252? At least Ned should know what we have if he's working here."

Martha said, "Of course. Just to make sure you're aware. This information doesn't leave the building though."

"Secret's safe with us, Dr. Connors." Peter assured. "Not a word will spill outside."

"Excellent, follow us." Curt said. The others did so. After a few moments they reached a metal door, reading 'SW-08'. "This vault contains the subject. As of now we're keeping it in here for security reasons." he said, opening the door with a retinal scan. "We cannot have this so easily accessed."

It was a small room, one they chose not to enter. Inside a glass case was a black goo. Peter pointed to the goo, "Is... That the V-252?" he wondered aloud.

"Yep. Given to us from NASA for research purposes. For obvious reasons, the public can't know about it until we know for certain what it is." Eddie explained.

Then, the goo began to move, sticking to the glass, surprising Peter and Ned.

Ned said, "This is like something out of a horror movie."

Scratching his head, Harry said, "...Yeah, it has those weird behaviors. We still don't know if it's truly alive of what."

While hearing the conversation, Peter felt something off. His Spider-Sense tingling. "Close the vault!" he ordered.

"Huh--"

SLAM!

Peter watched as something burst through the wall, smoke and dust covering the enlarged figure for only a few moments. The others stood behind him, frightened. "What the hell?" Eddie whispered. "What is that thing?"

Towering over them was a green and purple robot, at least twice their height. It raised its arm cannon and shot something. Peter was about to dive, but the projectile landed on Curt's missing arm before he could make it, "Grah!" he shouted, Martha noticing it was some strange dart. He yanked it off almost immediately.

Peter scowled, his Spider-Sense still tingling. "Stay in the vault. I'm gonna divert this thing's attention until someone arrives!" he ordered, lightly pushing the others inside.

"Oh no you don't." Eddie corrected, "That's a pretty freaking stupid move you're planning. I'm keeping an eye on you at least." he turned around inside, "The Connors practically my family, the least I can do is protect them. Keep Curt safe and make sure he's alright." Ned and Harry nodded, seeing Martha reach for the door. "He's injured."

"Just... Be careful. Get help as soon as possible." Martha warned, closing the vault at last.

Peter gulped, "I know just who to call."

Brock nodded, "You better have a plan, kid."

"I do. You just have to trust me." warned Parker. "Hey, giant robot thing! Follow me!" he shouted, however the arm of the robot slammed him in the stomach, launching him directly through the wall, covering the immediate area in smoke.

"Kid!" Eddie shouted. "Alright, I don't know what you are, but you're seriously pissing me off. Who sent you?"

Nothing was said from the robot, instead it aimed its arm cannon down upon Brock. He was ready to make a run for it. However, something shot from the ceiling and wrapped around the robot's appendage, "Alright, cool it there, Kool-Aid Man." quipped Spider-Man, "There's no need to shoot the innocent bystander."

Spidey jumped down and slammed his arms as well, forcing the metal being to move its arm away, "Get anyone else out of here! Right away! I'll hold this tin can off!"

"But what about Parker?" Brock wondered.

"His little... incident got my attention. I'll make sure he's safe. Just get anyone else out of here now!" Spider-Man ordered. Brock nodded, and opened the door, his palm accepted in another form of scanning. "It's alright, everyone!"

"Spider-Man?!" Curt grunted through gritted teeth.

"Just leave!"

The others did as they were told and ran off, Ned saying, "Kick his ass, Spidey!"

Peter chuckled, blocking the robot's turrets with his impact webbing, "With pleasure." he kicked the robot and backflipped, dodging some more turret blasts, them ripping right through the webbing. "Okay okay... I need a plan. Something that can tear apart this metal monstrosity as fast as possible." he told himself, leaning on a wall while trying to dodge the meral being. He watched as the robot dashed forward in his direction. Spider-Man zipped away, the robot creating another hole near the one he made.

"Wait a minute... Stark said I got some upgrades. Might as well test out some of my new tech." Spider-Man remembered, extending both of his arms, "Electric Webbing!" he shouted, two lines shooting out of his wrists directly into the armored shoulders of the robot. Volts were sent through, however, the robot remained unfazed. "...Breadcrumbs." he muttered in disappointment. He backflipped, dodging more bullets, his body leaning in different directions in order to avoid them.

Peter crouched back onto the floor, "Alright, you overgrown can opener. You got a mastermind? Vulture? Green Goblin? Shocker? Marko and O'Hirn? Gargan? I'm running out of names here!" he quipped, jumping and performing a spinning kick. The robot didn't respond and instead gripped its hand around Spider-Man's waist, in an attempt to crush him. Peter struggled, "I didn't think you were so friendly..." he growled, trying to push himself off.

The head of the robot glared at Spider-Man, "Hmph... I really need to figure this out..." he said. Without thinking, he kicked the arm of the robot and aimed an arm up at the visor, "Taste Impact Webbing, you overgrown bucket of bolts!" he shouted, the hardened gossamer breaking right through the optics of the robot, distracting it long ehough for Spider-Man to break free from its grip. "Woo... Okay, that grip wore me out..." he admitted while rubbing his sides. "I need to find a way to shut it down... I need some kind of supercomputer."

Suddenly, his lenses began to glow, "What the heck?!" he shouted, able to scan the robot, "Is this... Is this one my upgrades? Awesome!" he raised his head and looked at the head, detecting a weak spot, "The head... Of course, why didn't I expect that? Oh wait, because I never fought robots before. Really wish I was around to deal with Ultron by now." he sighed, jumping up, zipping forward with his webbing, it curling around the metal being's hinges on its neck.

Peter stood behind it, "Okay, lenses are telling me that the circuits are inside." his palms gripped the sides of the robot's head, "This is gonna be gruesome for robot's standards, but I'll permit Samurai Jack level violence!" he shouted, yanking the head off the robot immediately, punching the circuits and yanking them out of their sockets. Some beeps were heard, clanging was echoed, and the robot fell down, with Spider-Man standing over its broken body. "Aw yeah! Spider-Man one, giant robot zero!"

'Thank you, upgrades by Mister Stark.' thought the wall-crawler in relief, stepping off the giant robot body, "Now I just gotta figure out how to clean this mess up."

"Guys!" shouted Peter, running to the group back in his civilian clothing. Ned sighed in relief, knowing the truth, the others did as well just because he was safe. "Are you okay?"

Except for Eddie, who pointed an accusing finger at Peter, "Where the hell were you at?"

"Spider-Man got me out of the rubble and told me to wait while he made sure you were all safe." Peter explained. Eddie put his hands on his hips and remained silent, "Sorry about making you guys wait... I went to clean myself off at least and pick some debris up. How's his wound?" he wondered.

Martha shook her head, "It doesn't look lethal. It looks like he was poked by a dart. I may have to run a few blood tests just to double check to say for certain." she explained.

Harry tapped his chin, "Now the question is, who sent that thing and why?" he wondered.

"A conspiracy!" Ned said, "I'm in."

"It's not the Illuminati." Peter dismissed right away.

"Aw man." Ned sighed in disappointment.

Eddie said, "I don't know. But whoever did is gonna get justive served. In the meantime we should clean up." he tapped his chin, "Something seems off though."

Unknown...

Tombstone overlooked the static on the monitor now that their robot was destroyed by Spider-Man. "A disappointment, Smythe." he said.

Spencer Smythe stood up from his chair, "The Prototype Spider-Slayer wasn't meant to destroy Spider-Man. No, it was merely a decoy to bring in the first test subject in our Cross-Species experiment." he elaborated, stroking his beard.

Lincoln nodded, "Ah yes, the transmutation stone. You said it consisted of an unknown energy?"

"Correct, Tombstone. One could even argue that it's magic in nature. But as of now it's nothing we can prove. I have weaponized it as an energy core, projecting it into a serum that I can inject. The results could vary though based on my tests." Smythe explained, "And we shall see what Dr. Connors becomes before we enact it upon our newest subjects." he added simply.

Tombstone replied, "I see. But be lucky Mister Osborn wasn't here, he would not approve of making his son an indirect target. Just be lucky that your plan didn't prove futile..."

"Now we await..."

Author's Note

And so begins the Project: Spider-Slayer Arc. A little on the short side for now, I'll admit, but we're gonna be dealing with a gauntlet of foes old and new as it goes on.

But next time, a certain scaly fiend will make his unintended debut against Spider-Man as Sunset continues her training in secret.

Issue #15: Transformation

Curtis Connors was the first to wake up in the morning. He raised his arm to wipe his eyes. However he noticed something was off. His other arm was raised.

And he found an arm where there wasn't one before.

Astonished, he stood up and waved it around, wondering if it was just a dream. But no, it was real. A dream he never thought would come true so soon, or ever. "Honey! Wake up!" he called out to his wife enthusiastically and holding back a relieved laugh.

Martha's eyes were opened, before shrinking at the sight of her husband's other arm. "Your... Your arm!" she said excitedly. The two embraced happily, glad that such a change randomly happened, "How did this happen?!" she asked with a huge smile on her face.

Curt shrugged, "No idea. It just sorta happened. We should tell Billy and Eddie the news!"

'You may be wondering...'

Spider-Man held onto a webline as tight as he could. His feet were stuck onto the metal lid of a trash can. The web was connected to the back of a getaway van, 'Why am I street surfing? Well, it's quite simple. My favorite rogue in quilts is trying to make a getaway with some sick tech, the same kind he and Vulture were selling before I took down him down. Seems the Big Man isn't making things easier for me. I have things to do too, darn it...'

"Wow, Shocky. It feels like we did this dance before!" Peter shouted, jumping to the side so that Shocker's vibration blast missed him, "And did you get your gauntlets upgraded? Cause I gotta say, they look a little more... comic-booky than usual!"

Shocker growled, "Shut... Up!"

Peter swerved his body to the side, so that he didn't slam stomach first onto a car. "Nah. I love getting you all riled up! Makes me feel all giddy inside!"

'So that explains it.' Trixie groaned.

'It took you this long to notice his quips?' Ned commented, 'I thought it was pretty obvious.'

'Trixie is observant. Of course she knew.'

"Uh, guys. Could do without you bickering in my head. I have to insult Schultz' life choices again!" Spider-Man mumbled. But then as he spoke, he was knocked down by Shocker's blasts, a hand losing its grip on the gossamer string, "Ahhhhhhh crap." he said, now sliding on his stomach, "Now this hurts. A lot. Ow..."

"How does it feel, Spider-Man?"

Spider-Man grumbled, "Really terrible. Agh..." he coughed, trying to adjust himself so that he was standing. "Can you slow down please? My body can only take so much abuse!"

When he didn't get a response, Spider-Man pulled on the thick string of webbing, and jumped straight into the back of the truck Shocker was standing in. His legs were extended outward so that he drove them directly into Herman's chest, knocking him down on his back. "Crap!" cursed Shocker.

Crouching down, Peter held up Shocker's gauntlets, "Nice toy, can I check it out? Thanks!" he yanked them off of Schultz, "Cool. You even got a second one to match. Shame they didn't do you any good." he threw them on the floor and webbed Herman's body. "Okay, now if you excuse me, I have a truck to stop."

"Damn it..." grunted Shocker.

The driver was focused on the road. So focused, he wasn't aware of what occurred behind him besides a few bumps and muffles. His eyes were dead set on the road ahead and the mirror where the police was already on the chase.

"Sup?"

Hearing the young voice, the driver jumped, finding Spider-Man sitting in the passanger's seat, his feet raised. "Nice to meet you, I'm Spider-Man. You probably heard of me. Then again, I won't blame you if you didn't." he extended an arm for a friendly shake.

"How the hell did you get in here?!" the driver asked.

Spider-Man narrowed his lenses and responded, "Rude. Is that how you treat a superhero randomly sitting in your car? Be lucky I'm not the Hulk." he webbed the man's mouth and arms and moved so that his leg was on the brakes, halting the car as fast as he while steering the wheel, parkimg as best he could, "Heh. I've never actually driven before!"

'Not your brightest idea, Parker.' Trixie said.

"I got this!" Spidey shouted, finally stopping the car. He heard sirens coming closer and shot a web-line at a building, "The cops are coming, so I hope you have a good explanation for this!" he said, swinging away, but not before hitting the wall he was jumping towards, "Oof! I'm okay... I really need to get better at this..." he whimpered, watching the cops apprehend Shocker and his assailant from the rooftop.

'Alright! Wish you were here so we could high-five, so I'll just do one over the phone!' Ned cheered. Peter chuckled.

'So what now?' Trixie asked, 'Hopefully they'll put Shocker behind bars finally.'

Peter sighed, "Not sure yet. I'm on my way back to the school though. Principal Celestia let me use the lab since there's a game going on at the field. Gotta make some more web-fluid cause my cartridges are actually running out. Hopefully no one had any strange ideas as to why white sticky liquids are in their drawers."

'...That is disgusting.' Trixie gagged, 'You're lucky I'm home and not anywhere near you otherwise I'd slap you.'

'Heh heh...' Ned snickered.

Peter turned around and smiled, "Thankfully. Now I gotta get to the school. Can't fight crime without webbing after all."

Curt wiped some sweat from his face, having challenged Eddie to an arm -wrestling contest. His family cheered him on. However, Brock slammed his hand down and smiled before saying, "Oh, uh, sorry doc." he apologized.

"You kidding? I'm glad to have an arm-wrestling contest again at all!" Curtis proudly declared, "Wow..." he held his young son, Billy, in his arms and picked him up.

"I can't believe you lost, Dad!" Billy laughed.

Martha smiled, "Maybe he'll win next time, honey."

Curtis chuckled, "Yeah, maybe. You got quite the mean arm, Eddie. Maybe we should excerise--" he halted his words, feeling a terrible stinging sensation ringing through him. At this, he dropped his son as carefully as he could and fell to his knees. Cringing in pain and holding his stomach now.

"Doc! You alright?!" Eddie asked, thinking he did something.

Doctor Connors growled as sweat poured from his face while slowly standing up again, "I'm... f-fine... Just a little cramp..."

"Curt, that's not a cramp. Eddie, sit him down, I have a feeling it's related to his arm." Martha said. Eddie nodded and held his friend's shoulders to keep him from falling again. Curtis sat on a chair and wiped his face again, feeling numb now.

"Daddy?"

Curt managed a weak smile, "Daddy's fine, Billy. Jusssssst... A little tired is all." he assured his son. He let out a random hiss, fangs suddenly appearing in his mouth before he silenced himself.

Martha placed some equipment down on the table, hoping to examine what went wrong exactly just in case it was an experiment unknowingly gone wrong. She then paused and gasped once she saw something on her husband's face.

A couple green spots. Almost like scales. And they kept growing each second.

At Canterlot High, Sunset Shimmer willed her hands to glow again, with Twilight watching. The two of them were in the lab, Sunset trying to learn how to use her powers. "Come on..." she whispered, focusing all her energy on her magic. Finally, a flask was lifted with physical involvement. Sunset and Twilight smiled, "Alright... So I'm getting better..." she gritted her teeth and levitated the flask over to another table, carefully placing it down. "I should get to some offensive spells at some point. That'd come in handy."

"Yes! At least you didn't break this one." announced Twilight proudly before frowning, "A part of me still thinks this is a bad idea though..." she added.

The fiery-haired girl looked at her palms, "I told you, Twilight, I won't do anything until I fully master my magic. Who knew being a native Equestrian in a different dimension had these perks though?" she wondered, "I'm lucky the Kingpin situation didn't escalate that bad looking back, I'll admit."

Twilight exhaled, "I know, and the fact that you have this level of magic is fascinating, it's just... It could be dangerous. Do you see what the Avengers and Spider-Man do?"

"Calm down. I'm not joining the Avengers or the X-Men... Yet." Sunset teased, "I'm sticking low. The city only. Trust me, I'm not Rainbow Dash." she chuckled. "And speaking of Spider-Man... Something strange happened right after the Kingpin incident on my way with meeting you here that night."

"What?"

"...He knew my name yet I never said it to him. I don't think I've told you this yet. But he let it slip, and I intend to figure out how he did." Sunset elaborated, "It's someone we know, but I just can't figure out who it was yet."

It was at that moment the lab door creaked open, revealing none other than Peter Parker, "Oh hey girls. I thought the two of would be watching the game or something out there."

"Peter? What are you doing here?" Twilight asked.

With a shrug and a drop of his bookbag, Parker responded, "Wanted to try something out real quick. I got Principal Celestia's permission to come here, don't worry. She never told me I was gonna have company though." he leaned on the wall, "So, what are you two up to?"

They decided to keep Sunset's training a secret beyond their close circle of friends and so Twilight cleared her throat, "N-Nothing. Just working on... Lab stuff. Hehe."

The boy raised a brow as he walked towards the table he planned to work on, putting on his goggles, "Okay then..." he grabbed somethings and dropped them on the table neatly, "I assume it's magic related in that case?"

Sunset nodded, "Yep."

"Good to know. You don't need to spill all the details though, I understand." Peter assured the girls.

"What are you making?" Twilight asked curiously.

The boy blinked, "Uh... I'm trying to see if I can create a substance similar to Spider-Man's webs. I'm more than curious about the technology he has."

Sunset smugly folded her arms, "Thinking about joining Flash Thompson's Spider-Man fanclub, hm?"

"Wait... Hold on. That's actually a thing? I thought that freshman made that whole thing up." Peter studdered. 'My bully is actually a fan of my alter-ego... Go figure.' he mused in his head with a light shudder at the idea.

"No, Miles said it was real." Twilight corrected. "And Flash Sentry. They meet up every week to talk about whatever he did. Not that I partake in it of course."

Parker poured some specific chemicals into the flask and stirred, then decided to wait a moment, "Good to know."

"Do you need help with this? I'd be willing to--" Twilight offered then paused at her sudden enthusiasm. "If you want."

The boy shook his head, "I'm good. The two of you can focus on whatever you were doing."

"We were just wrapping up in that case." Twilight said.

Sunset smirked, "Actually..." she muttered out slowly, sharing a glance with her friend, whose pupils shrank to pinpricks, "Before we go, Twilight has something important to ask you."

"I-I-I do...?" she gasped out.

Nodding, Sunset gave her friend a reassuring wink, "Yeah, remember?" she nudged Twilight's elbow. Twilight shook her head. Sunset nodded back, wanting to help.

Hearing this, Peter raised his goggles and he felt his face grow warm kind of, "Uh, yeah sure, I'm listening."

Twilight felt her knees shake, she folded her hands and gulped, "I was... was wondering if--"

'It's gonna take some time to realize!' sang a muffled voice from Parker's pocket, 'But if you look inside...'

"Sorry, Twilight. Just give me a minute." growled Peter once he heard his phone ring and began digging his pocket for it, "I forgot why I have this ringtone in the first place..." he grumbled to himself. Sundet tapped her foot and groaned. "Sorry, my bad..." he apologized again, "Where the heck did I put it?"

Finally, Peter got his phone and tapped the screen, putting it to his ear and spoke, "What's up, Ned?"

'Peter... Something happened to Dr. Connors!' Ned shouted in his ear.

"Agh!" the boy recoiled in surprise by how loud his friend's voice was, "What do you mean? What happened?" Peter asked with concern in his voice.

'I don't know... Mrs., er, Dr. Connors called saying that he went nuts, changed into some strange creature and ran off without a trace. She said no one was hurt luckily.' Ned explained. 'She and Eddie are in the process of creating an antidote or something to fix whatever's wrong with him.'

"Why are you telling me this. Wouldn't she want this to be kept secret from anyone besides you and Harry?" Peter wondered.

Ned inhaled, 'I called because I wanted to know if you can go out Spider-Manning and bring him back to the lab.'

With a sharp inhale, Peter looked to the girls and at the flask, "Yeah, I will. Just let me clean and wrap up my... experiment."

'Alright, let me know. I'll be your computer-chair guy.'

"Ha. Like always." Peter chuckled. "I'll check back with you in a few." he tapped his phone and ended the call.

Putting away his device, Peter said, "Alright. What was it you wanted to ask me?"

Twilight blushed and smiled sheepishly, scratching the back of her neck nervously, "It looks like y-you're busy. Wouldn't want to bother you and stress you out." she held Sunset's wrist, surprising her as the two walked out, "Looks like we better go now, see you soon!" she studdered out in what felt like a single breath.

Once the two were out of earshot, Sunet yanked her wrist from Twilight's palm and gave her a deadpan stare, "Really?"

"What was I supposed to do? He... He looked busy with whatever his friend called him about!" Twilight defended herself. "I-I can't just butt in with... that!"

With a sigh, Sunset said, "Fine. But I'm telling you, nothing can go wrong if you just say something. I'm confident that's the case." she said with a light chuckle, "You just have to trust me."

"Okay..." Twilight squeaked out.

Sunset smiled, "Now come on, I think Rainbow's wondering why we aren't on the bleachers yet." she joked.

Peter blinked hard, swiftly mixing the chemicals to create the amount of web fluid he needed, "Huh that was odd." he told himself, taken aback by the sudden silence of the lab, the setting sun beaming through the window.

'What was she about to say... Was she actually--' he shook his head, 'No way. Why would she ever want to go out with me? I'm just old Puny Parker and she's... well, Twilight. She could go out with someone smarter and better than me. Then again, Harry did say I had a chance and should just go for it...' he mused back at the Osborn son's words at the charity event.

Peter narrowed his eyes once he saw the webbing in the cup ready to be stored, 'Well, now's not the time to focus on hypothetical romance and crushes anyway. Dr. Connors needs my help and I intend to bring him back home safely.' he announced to himself. He took the time to clean up and store the webbing in new cartridges to install in his webshooters for what he was about to do.

Taking a quick glance around, Parker made sure no one was around and reached into his bag, mask in hand. He placed the mask over his head, and felt the lenses readjust, "Suit. Call Ned." he ordered the jigh-tech cloth, putting a finger to his ear.

'Peter?' Ned responded a moment later.

"It's me, I'm ready to go." said Spider-Man, removing his clothes and stuffing them in his bag, revealing the rest of his costume. "Any updates?" he wondered.

'They're still working on a cure. You need to bring him back to the lab. Shouldn't be too hard right?'

"Ned, that's how you jinx things." Spider-Man groaned. He felt his Spider-Sense tingle, "Crap. I can feel it again. Something's here. I'll update on what it is."

Running in the shadows was a scaly green creature wearing a torn lab coat. It pounced along the grass as fast as it could and sniffed, searching. Searching for the Spider. It could sense an odd energy source too, given its origin.

It had strange visions too. It saw a man, a woman, a kid and someone else, Curt Connors, struggling to hold back his true form. It saw the man change into his inner Lizard, a result from an unknown experiment. It saw Eddie try containing him with no success.

"Stop it!" the voice of Curt echoed in its head.

"Curt!" Martha shouted.

"Daddy! What's happening!" Billy cried.

"Come on, doc! Fight it!" Eddie demanded.

The Lizard held his head, feeling the memories ringing back. Memories of his humanity. He only had so long before he lost it completely

He had to run. He had to kill the Spider-Man. It was in his nature.

Spencer tapped his chin, "My drones found Dr. Connors. The transformation was a success. He should be tracking Spider-Man in his new form like I chipped him too. The otherworldly energies resonating from that injection did its job."

Tombstone nodded, "Excellent work, Smythe. If the Spider-Man thinks he can bring about the end to what we've built then he is sorely mistaken. Tell Gargan, O'Hirn, and Marko that they will be of use to us after all for this project. And have you contacted Norman Osborn recently?" he questioned.

"I have. He said his scientist, Dr. Octavius is a nervous wreck about the project, but he'll change his weak mind soon to aid us." Spencer quoted their associate.

"Very well. Let us watch to see if your cross-species will be worth the effort."

Issue #17: Sandman Shifter

Flint Marko walked into a dark room, greeted by Norman Osborn, Tombstone, Hammerhead, Spencer Smythe, and a short man wearing a lab coat with a metal harness wrapped around his waist connected to some strange arms greeted him through a glass wall.

Marko gasped, "Whoa, Norman Osborn is here?!"

"You want to make something of it, Mister Marko?" Osborn responded coldy.

Flint blinked, "Uh of course not. Just curious. So, what's the big deal sendin' me here?"

Lincoln put his hands behind his back, "Smythe and I tested something, and it was a success. We came to you and your partner because it has come to our attention that you have crossed paths with Spider-Man a number of times before."

"Yeah. He's a real pain in the ass." Marko answered.

Tombstone smirked and asked, "What if I told you that we can help you get him out of the equation once and for all?"

"Easy answer. I'm in." Flint answered.

Hammerhead nodded, "Sit your ass down on the chair, place that helmet over your head and the rest of that junk if yer ready then."

Marko scowled and did as he was instructed. The helmet was strapped around his chin and he held the chair arms, wondering what the deal was with the generator and various devices that surrounded him.

"Start the procedure, Doctor Octavius." Norman ordered.

Otto gulped nervously, "A-Are you sure, Mister Osborn? What if something goes wrong?"

Norman slammed his palm on the keyboard, "Are you going to blabber to me about hypotheticals or are you going to man up and pull the lever?" he coldly asked the meek scientist.

"Of c-course, Mister Osborn." Octavius whimpered. He used a metal arm to pull on the lever. Everyone put sunglasses on as to shield their eyes from what was about to happen.

Then the room beyond the indestructible window began to glow a bright yellow with sparks flying about. Marko screamed, feeling pain cover his entire body as silicons. He felt his entire body stiffen as though he was sinking. "Stop! Ah!" screamed Flint as a whirlwind of silicons covered his entire body, which began to form pores.

Otto and Smythe glanced down at the computer, seeing it spark and the screen combust, "Ah! T-The silicons combined with the transmutation stone are overloading everything!"

Spencer wiped some sweat off his face, "We should turn it off before something goes wrong."

Tombstone raised a hand, "Not. Yet."

Meanwhile Flint continued to scream, his body and face horrifically morphing as the silicons and sparks covered him. He could feel every muscle pull on themselves and contract before weakening. His body imploded before combusting in a pile of sand. The lightshow suddenly ending once he vanished.

"Oh no..." whispered Octavius. "What do we do?"

Norman removed his sunglasses, "Simple. We clean the mess up and try again."

"Before you do... Look." Smythe told them.

The dust began to morph into a form, a human form. It looked to be that of Flint Marko. The mutated man looked at his hands, seeing it decompose like he was made of sand. "No... NO!" he turned around and threw his arm out, suddenly hitting the window with a burst of sand. "What did you do to me?!" he shouted in disgust.

"Ease up, Mister Sandman. Yer alive, ain't ya?" Hammerhead told off through a speaker. Marko paused, noticing that his arm practically morphed into a hammer.

Smythe's eyes widened, "My goodness. It seems as though the stone has different effects on the one its power is used on." he noticed while tapping his chin. "The silicons combined with the device must've combined with your molecules, turning you into this."

"You never said this would happen!" Flint screamed.

Tombstone shook his head, "But you didn't disagree to this either."

Marko grunted, "I didn't think I'd become a freak in the process!"

Norman scrunched his face and glared directly at the morphed man in response, "Mister Marko. Focus. You are a man made of sand. You should be able to change back to your previous form if you put your thoughts into it. Your shapeshifting could be useful against Spider-Man as well."

"And how would you know?!"

Otto muttered, "I-It is plausible. Your arm changed its shape after all."

Marko halted his actions, the silicons dripping all around him. "Ugh. Fine. But this better work." he was still. Then his sandy form blew around, changing his form once more. Once his molecules reassembled, Flint was back to his original appearance shirt and all, and a more stable foundation for his body. He raised his arm and watched as his hand transformed into a hammer, "Okay. This is pretty cool." he admitted, cracking his knuckles and neck.

Seeing what he was capable of, Tombstone said, "Impressive. It appears you are a natural with your form. Now about Spider-Man..."

"I got ya, Big Man. I'll take care of him." Marko declared, shrinking down into a regular pile of sand and moving away.

Once he was out of the room, Smythe asked, "What should we do now?"

Norman said, "It's simple. Clean up and ready the next experiment for our subjects. It appear this one was a success."

'Another night, another search.'

Spider-Man crouched down on the roof, 'I need to find another manhole. Curt is out there somewhere and I will bring him home.' the hero yawned, feeling drained. 'No, I can't sleep. Not until I find him. I'm not letting the Connors' down.'

The vigilante flipped onto another roof and used his lenses, "Alright. I need to get to a sewer soon. I know May's gonna be upset if I come home too late again, but I have to go." he rubbed his head and yawned once again, "Okay, it's times like this where I wish I had help from a fellow superhero. Being a solo act is tiring sometimes."

Spider-Man looked down, hearing an alarm blare and smoke appearing at the bank. Peter groaned, "Guess I'm making a slight detour. Now I really wish I had a sidekick." it took everything in him to move his tired body down.

The smoke cleared revealing Flint Marko holding some bags filled with money, a pleased expression on his face. Spider-Man crouched as he landed and grunted, "Marko? Come on, again? Wait, where's your partner in crime, O'Hirn?" he blinked slowly under his mask, trying his best to stay awake.

Marko smirked and released his bags, "Heh heh. I don't think I need a partner anymore." his hand then began to change shape, catching Peter off guard, but he was unable to react in time as Flint swung his arm upwards, uppercutting Spider-Man. The boy tried to get his bearings but he fell flat on his face.

"Huh? What just--?"

"--Happened? I happened! Sandman happened!" Flint finished for the webslinger.

"You called yourself Sandman now?" Peter mumbled, watching as Sandman came closer to him. "That's just wrong."

Spider-Man jumped and tried to shoot a webline, but missed with his vision still blurry and the strand flailed, resulting in Sandman grabbed his leg and slamming him on the ground. The hero groaned and rolled to the side as Sandman was about to crush him. Peter flipped to his feet and breathed in heavily. The webslinger held his side and groaned. Spider-Man punched Flint's chest, but his fist went right to his body.

"Aw, what's wrong Spider-Man? Shoe on the other foot?" mocked the Sandman.

Peter blinked, 'Yeah, I'm pooped. So sorry if I'm not in my right mind, Marko. This whole sand thing is throwing me off even more.' he was then launched by Marko, hitting a wall. "Agh!" Peter screamed. The boy's eyes closed then snapped open upon feeling his Spider-Sense blare. Spider-Man backflipped and barely dodged Sandman trying to crush him with a giant palm.

As Spider-Man jumped, Marko grabbed his foot and tossed him aside, causing him to dent the side of a truck. "This is for all the times you caught me and O'Hirn. Feeling pretty weak now, huh? I've heard no quips or anything!"

"Yeah, I'm kind of tired. So I'm not in much of a quipping mood." Peter explained, rubbing his head. "So what's the deal? Made a deal with the boogieman or something? It's not everyday I see a crook with the powers of a bedtime story monster."

Sandman smirked, "Like it? The Big Man did this!"

Spider-Man's lenses narrowed upon hearing that name, "The Big Man? Should've known Tombstone had a part in this, but this seems way out of his league to do by himself. Who else was there?" he asked.

Flint shifted his eyes side to side suspiciously, realizing he may have spoiled too much already, "Oh uh, that's not important."

Peter stood up and extended his arm and said, "If you insist. Activate Web-grenade."

However, when he pressed his fingers down, he was met with the sound of an empty web cartridge. "Ah crab baskets." he muttered under his breath. 'Now I remember why I was jumping across rooftops. I really am out of it today.'

Sandman laughed, "Run out of webbing?" he stretched his hand and morphed it to hold Spider-Man's entire body. "Here! Let me give you a lift!" Peter struggled in Flint's sandy grip, the silicon proving tougher to escape from than he expected.

Then, Sandman threw Peter into the air. Spider-Man flailed his arms and legs while in midair. 'This is one way to get a wake up call!' he reached into his belt hidden under his costume and placed a cartridge in his web shooters, able to swing onto the side of a building in order to avoid becoming a street pancake. 'Alright. What do I do? He's untouchable and barely solid!' he paused, 'Wait... Solid. I may have a plan, I just need to hope it works.'

Spider-Man flipped down and heard sirens in the distance, dodging another one of Sandman's punches. He needed to be quick. "Yo, Mister Sandman! Catch me if you can!" he teased, running away.

"Hey, get back here! Where ya goin'? I was just startin' to have fun!" Flint yelled, morphing half his body into a pile of sand to try to catch up faster. Spider-Man leaped and started web-swinging.

Peter turned left at an intersection, shifting his swinging to keep going faster. Sandman nearly reached him, but Peter raised his legs at the last second and kicked the limb down. The hero yawned, "Almost there." he shot another webline and used his navigator on his lenses, 'Bingo. Just a block away.'

"Huh?!" Sandman nearly gasped.

The destination was a construction yard. Spider-Man crouched down when he landed. "Okay, Marko. Bring it on." said the webslinger groggily. 'I hope I know what I'm doing. Last thing I need is a sandy grave. My corpse would chafe and that would be really uncomfortable.'

Sandman laughed, "Ya kiddin' me? This is exactly the kinda spot I needed!" he morped his hand into a mace and swung at Spider-Man, his sixth sense proving fruitless as he was too tired to react. Peter was flung a few feet and slid on the sandy ground. However, that ground brgan to give way to a giant palm and it caught Spider-Man in its grasp, causing him to choke for air.

Morphing his body around, Marko made it so that his right arm had Spider-Man pinned while his body rematerialized. "Come on, Spidey! What was the big plan here? You never needed one against me before." he called out. "Think about it. Now I'm the one that gets to leave you hangin' on a string with a note! Consider it payback!"

"P-Payback?!" Spider-Man gasped and coughed, "Come back to me with a more tragic origin story."

Sandman gritted his teeth and threw Spider-Man, "Shut up!"

Peter's back hit a support beam, causing him to gasp for air as he lost his wind. "Crap..." he muttered, collapsing to his knees. Sandman came towards him, and Spider-Man's lenses widened, readying a strategy. Once Flint was close enough, Spider-Man said, "Let me show you what I have in store."

Suddenly, he grabbed the support beam that was behind him, lifted it ith ease and flipped forward, slamming it directly onto Sandman's head. But all he did was shrink down and reappear right next to it, looking more unamused than anything. "Wow. You really lost your touch, Spider-Man. I was hopin' for more of a fight outta ya."

"I'm trying here." Spider-Man admitted, using Sandman's head as leverage to bounce over his shoulders. He tried swinging for a punch, but missed, resulting in him getting decked in the chest. Peter rolled and got his bearings in midair. "See?" he slid on top of a cement truck, trying his best to avoid the strange sand tentacles trying to grab him. "Whoa, Flint! I didn't know you were into that kind of stuff!"

"Quiet!" Sandman growled.

In an effort to make a getaway, Peter webbed up Sandman's face, actually covering it enough time to get a moment to breathe. He used his night vision visor to get a better look at his surroundings and shook thr cobwebs out of his head. 'There. A cement mixer. I just need to lure him over there. Knowing this guy, that should be a piece of cake.'

Spider-Man dived down and said, "Hey, Sandy! You think you're tough?" he let out a quiet yawn. "How come you haven't beaten me yet?"

"I-I'm tryin' alright?" Sandman hissed in annoyance. Peter's mask lenses narrowed.

Sandman swung downward, allowing Peter to jump, pressing his palm onto his enlarged arm. Spidey tried to punch Marko's face, but he absorbed the hit as Peter's fist barely grazed his head, and caused Peter to take a hit of his own. Luckily, Spider-Man fought through the pain and kneed Sandman in the face, causing him to appear behind the sand-based shape-shifter. "This is still strange."

Running ahead, Spider-Man's Spider-Sense warned him that Marko was about to attack. Luckily, Peter was ready this time and jumped and he shot web-line forward to zip onto a support beam. But he missed again and as a result, fell flat on his face. "Ugh..." he felt something wrap around his leg and then Spider-Man found himself lying on his back. Painfully he might add.

"It's over, Spider-Man!" Sandman boasted. "Now I win for a change!"

Peter groaned and looked up, seeing that his foe was standing below the cement mixer. Peter raised both arms, shooting two web strands that collided with the lever. "Sorry, Marko. But my streak against you has yet to break!" after he said that, he pulled on the webbing.

"Huh?!"

Cement fell onto Sandman's body, hardening upon contact, meaning that he was unable to shift any part of his body. "No!" he screamed before having his entire body stiffened by the cement.

Standing up, Peter looked around, "Alright. Gotta find a paper and pen to mention giving him a supervillain cell." he paused as he scratched his back, arms, and legs, "...And I should probably head home to get rid of all this sand before going back to the Lizard search. It's rough, coarse and gets everywhere."

After writing his note, Spider-Man began swinging towards home, thinking things over while scratching his arm, starting to feel uncomfortable, 'Marko got an upgrade from Tombstone and whoever's working for him to stop me. No doubt some other goons probably got the same treatment. Knowing my luck it's probably gonna be O'Hirn.'

Peter had finished cleaning his costume once he returned to his room, ready to leap out for the night again and continue his search for Curtis wherever he may be. However, his door creaked open. Turning around, Peter saw his aunt standing there, looking rather unamused. The boy removed his mask, "May?"

"Peter... Are you okay?"

"Y-Yeah, I am." lied Peter, sitting on his bed. "Just had another run-in with Marko."

May frowned, "Come on, Peter. I know when you're lying. You've been acting off for the past few days. Is this about what happened with that Lizard?"

Lowering his head, Peter replied, "Yeah..."

Taking a seat next to her nephew, May said, "I can tell when something has you upset. Jameson is already writing reports about you raiding sewers and being working with the Lizard for a secret reptile invasion. Can you at least tell me that's not true?" she tried to lighten the mood, hoping to find out what has Peter so upset.

Peter shrugged, "I am going in the sewers. But that's only because I'm looking for him."

May wrapped an arm around Peter's shoulder, "This seems to be upsetting you more than usual though. You've been out there later than normal. I'm worried, Peter. Worried that you're trying to push yourself too far."

"It's because he didn't deserve this, May. The only reason why he became the Lizard is because I was there. That robot, whatever it was, did something to him. He wasn't like Vulture where he turned to being a criminal, Curt didn't ask for this and doesn't want to be the Lizard. He was perfectly fine with his life." the boy explained as best he could.

Peter choked on his words for a moment before continuing, "I-I went to get the cure for when I did find him. I was already upset about losing him, but... seeing Curtis' family look so sad about losing him tore me up inside even more. Eddie looked me in the eye and said that I wasn't a hero for messing up like that. And maybe he's right."

"Don't ever say that."

The boy's eyes widened, "Huh?"

May said, "Peter. Everyone makes mistakes. It's what makes us who we are. Even Captain America and Iron Man aren't as perfect as you'd like to believe." she continued, "It's hurting me to see you trying to put the whole world on your shoulders when you don't have to."

"I have to look out for the little guy! It's what I promised Ben--"

Peter's aunt cut him off, "And he's proud of you. As am I. It took a lot for me to not ground you on the spot for lying to me about this. But you showed that you're responsible enough to take care of yourself out there. You're always thinking of helping others. That's why I've been more lenient towards this than I should. But pushing yourself to the point of exhaustion like this is something I won't let happen."

The boy blinked, "Alright... I just, y'know, I can't give up on him."

May pleaded, "Please, Peter. Just... If you have to search for him. Don't do it so late. Please come home earlier at least. You can't be sleeping in school everyday until you find him. You don't need to place this burden on yourself like this."

Peter sighed, "Okay... I'm sorry for worrying you so much, May. I'm just trying my best."

The two embraced in a hug, "I know. And I couldn't be any prouder to see how much you've matured."

The boy smiled softly, "Thanks Aunt May."

Releasing their hug, May stood up and walked to the door quietly saying, "Someone has to make sure you keep yourself from overexerting." she teased, "Now get some sleep please. You have school tomorrow." she added.

Once his bedroom room door closed, Peter mused, 'I guess sleeping things off for a night wouldn't hurt. I should probably shower off all that sand though.'

The Next Day...

The final bell of the school day rang and Peter was already on his way out the school door, 'Man, I needed that night of sleep! I feel better than I have in a while. I should text Ned and Trixie that I'm gonna be out Spider-Manning for a bit.'

He had his palm ready to open the door once he grabbed his bag and left his locker, but he heard a voice.

"Hey, Peter."

Turning around, Parker saw a familiar girl with yellow and red hair. He blinked, "Sunset? What's up?" This certainly was a surprise to say the least. He wondered why she was calling for him.

Sunset pointed behind her, "Can we talk about something for a moment at the back of the school?" she wondered.

The boy scratched his head, "Uh, sure. Whatever. Is it magic related or something?"

The fiery haired girl frowned, "Something like that."

Parker shrugged, "Alright then. Not sure why you need to talk to me of all people though." he followed his friend. Well, at least he thought they were friends. Peter at the very least knew she wasn't an enemy.

Once they were behind the school away from everyone, Peter folded hid arms, "Okay, so what's this about? Is Flash Thompson planning a prank you're in on?"

Sunset blinked, "No. I want nothing to do with those. That's not why ai wanted to talk to you."

"Well then, what is it?" Peter questioned.

"Technically, there's someone else I want to talk to..." revealed the Equestrian girl.

Raising a brow, Peter asked, "And who would that be?"

"...Spider-Man." finished Sunset.

The boy blinked hard. Unable to come up with an audible response. He sighed, 'Aw breadcrumbs.'

Author's Note

And so the Sandman made his debut. Obviously it won't be the last we've seen of him. I apologize for how brief that fight was.

Next issue: Sunset confronts Peter on his alter ego, and Spider-Man is pitted against a rampaging rhino.

Issue #18: Rhino's Rampage

Peter folded his arms and merely asked, "And how did you come to that conclusion? Me, Spider-Man? That's possibly the funniest thing I've heard in a long while." he faked a laugh, trying to divert Sunset, but it was pretty clear the girl wasn't fooled.

Sunset responded, "I'm not falling for that. You vanished when Gargan showed up and yet Spider-Man was at the exact spot we last saw you in. I started noticing it when Spider-Man called me by name after we faced Wilson Fisk. That pretty much left a certain number of people left who could be Spider-Man, at this school to be exact."

"And again, why would you think it's me? Wouldn't Flash Thompson or Sentry be your first guess?" Peter wondered. "I'm just some scrawny bookworm."

Putting her hands on her hips, Sunset continued, "Rainbow Dash said both of them were there when Spider-Man found the Lizard creature that came here. Not only that, but the lab window Twilight and I saw you in was wide open and you left your little experiment. I noticed that it could actually be the webbing your alter-ego uses." she paused, "That's when it clicked. Your reflexes, attitude, you tending to vanish whenever danger appears around the same time when Spider-Man shows up. It all started to make sense to me."

Peter sighed and pinched the bridge of his nose, "There's no way you could prove it though."

Sunset's hand began to glow with a magic aura, pulling out a mask from his open schoolbag. The girl smirked, "Is this enough proof?"

The teen grabbed the mask of his alter-ego and stuffed it back in his backpack. "Okay, and why does it matter if I'm Spider-Man? You want a gold medal or something?"

"Can I just ask why you do it? Why you go out as Spider-Man?" Sunset questioned.

Parker sighed and gazed at the ground, "...This conversation stays between us, alright? Please don't tell your friends. I don't want this becoming common knowledge."

"You have my word. What is discussed here will remain between us. I just need some... advice." Sunset admitted, "I know you'll hate me for it, but--"

Raising a hand, Peter said, "Let me guess, you still want to be a crime-fighter like me despite me telling you its too dangerous for someone as inexperienced as you? Since we're here, maybe you can change my mind? Why would you want to be a masked hero like me? It's too risky, and believe me, I don't want anyone close to me sharing the burdens I do out in the streets."

Sunset Shimmer exhaled sharply, "Peter, I've made plenty of mistakes. Those mistakes led to me bringing magic from another world here, and in doing so put this world in more danger. I nearly turned the school into a zombie army, led the Sirens to the school and in doing so indirectly revealed they could use their full power, attracted rifts, and who knows what else endangering others? I want to use Equestrian magic for good, not just evil. I want to make a difference. But I know that I can't do that alone. That's why I'm asking you for help."

Parker rubbed his neck, "So you're asking to be my partner? I dunno..."

"It's not going to be right away. I still want to train some more. Please, Peter. This is something I want to do, but I want to do some good beyond the school for once. I don't want fame or anything like that, but to make amends for what I did wrong."

Scratching his head, Peter replied, "Uh... Give me sometime to think about it, Sunset. I'm still new to the hero thing myself. But seriously though, please don't tell your friends about this in the meantime." he then asked, "Can you at least promise me that much at least?"

Sunset smiled and nodded, "Of course. It's the least I can do. By the way, you didn't answer my earlier question."

"Question-- Oh, why I'm Spider-Man?" Peter repeated, "I don't want to share too much, but... I made mistakes too. Those mistakes led to someone close to me paying the consequences." he blinked and lowered his gaze, Sunset catching on to what he meant, "I swore to use my powers to help the defenseless and make sure they don't suffer the same tragedy I did."

He continued, "I was told that with great power there must also come great responsibility, and that's the motto I live by now... At the very least, I could tell you're being honest when you say you want to do good. Take it from me, using your powers for fame won't end well." he then turned around, "Now I have to go. Just... Be careful when thinking about this. I don't want you risking your life on my watch if you're not ready."

Sunset watched as Peter casually flipped over a fence and mused, "With great power comes great responsibility, huh? That's actually pretty good advice."

Deep undeground in the warehouse, Otto Octavius spoke to a man strapped inside of a strange capsule. "Are you sure you wish to do this, Mister O'Hirn? Once this unbreakable synthetic skin is fused with your body, there is no way to remove it. This will be a permanent change like your partner's current state of being."

Alex smiled, "Whatever ya need to do, Doc."

Norman frowned, "Are you trying to talk down a potential asset, Doctor Octopus?"

"O-Of course not, Mister Osborn!" Octavius studdered, adjusting his metal arms, "I-I just wanted him to be sure of the consequences of this operation." he muttered, "I don't like that name still..."

Hammerhead folded his arms, "Alright then. Instead of squabblin', ya should start it then. The Big Man ain't payin' us to stand around and make small talk for this slayer thing."

Spencer nodded, "Of course. We shall see how this one fares. At least Sandman proved to be useful still."

"It better go as expected." Osborn demanded.

Smythe replied, "It should. The process is different from Flint's after all." he pressed a button, "Let's see what the stone combined with the synthetic skin does to Mister O'Hirn."

The capsule Alex was strapped in began to glow a bright yellow aura, the stone connected to it via wires began to change color as well, signifying that the machine was activated. O'Hirn began to scream, feeling his muscles tense up, and every bone in his body ache. Norman remained stoic, watching the process unfold. "YAAAARRRGGH!" O'Hirn garbled out in sheer pain.

Otto mumbled, "Should we halt it?"

"Not yet, Octavius. We must wait." Smythe replied, "It seems to be working."

As if on cue, a thick gray substance, almost like concrete began to cover Alex in every part of his body except his face. His body bulged out and he seemed to grow ever slightly. He gritted his teeth, trying to hold back his growls of pain. The onlookers watched as the light faded and O'Hirn punched through the glass that held him. Norman smirked, "It seems this one wasn't a fluke after all. Consider you two lucky."

Smythe grinned, "It is fascinating how science and magic combine to create such impressive results. First a Sandman, and now a synthetic skin as tough as that of a rhino."

"The hell did you do to me?" O'Hirn asked, gazing upon his changed reflection. His skin was now a dark gray, the cover was thick and he seemingly had a horn over the top of his head.

Octavius said, "I warned you, Mister O'Hirn."

Alex punched the window, leaving a small crack on it. Hammerhead then said, "Ya got what you wanted: an upgrade like yer partner. Just don't screw up like 'em."

"O'Hirn." Norman called out sternly, "Didn't you want to crush Spider-Man? Now's your chance."

Alex smirked, "Right. The bugman. It's about time I got payback."

Smythe faced Osborn, "Are you sure you want him out there already? Shouldn't we test the capabilities of the upgrade first?"

"I want an army of superbeings. Removing Spider-Man frm the equation should be the test." Norman declared. "What do you say?" he asked the transformed man.

"I'm in."

"Sunset did what?!"

Peter cringed under his mask as he climbed up a building, "Trixie, ease up on the surprise shouting. Ow, I think my ears are bleeding."

Trixie sighed, "Drama queen." she added, "So now she knows your secret identity. Joy."

"Yep. And she also wants to be trained by me to do some good in the city." Spider-Man exhaled. "I'm definitely not mentor material, so that's gonna be an issue."

Ned said, "You already have a CW-style mission control when you need it. You have me as your trusty Guy in the Chair and Trixie as the sane one."

Trixie muttered, "It sure feels like Trixie's taken that role. Glad to see the three of us agree on something."

Peter smiled and jumped off a roof, shooting a web-line onto the side of a building, "Trust me, you guys are awesome friends for sticking by me. At the very least the two of you are kept out of harm's way, but Sunset wants to be out on the frontlines with me. That's an entirely different story and then I would have to worry about someone else getting hurt on my watch... I wonder how the Avengers and X-Men do it."

"Teamwork makes the dream work, Peter." Ned stated.

Spider-Man heard Trixie mumble, "What is this, a pre-school special?"

"Well according to Sunset and her friends, the Magic of Friendship can be used on evil or something like that." Spider-Man said while swinging off another strand of webbing, keeping an eye on the ground for potential danger, "So maybe the three of us can form our own rainbow beam of justice if we believe hard enough?" he wondered.

Ned laughed, "That would be awesome! We should try that!"

"You are aware that it would require tons of magic native to another dimension?" Trixie reminded her friends.

"What if we do have that magic in us? Party pooper." muttered Ned.

Spider-Man replied, "Seriously, Trixie. Anyway, back on track, the last thing I need is for Sunset to get seriously hurt while fighting someone like the Green Goblin. Anything that goes wrong would fall on me."

Trixie said back, "Oh yeah, the creep that was at that charity thing you went to. So much for a break huh?"

"You have no idea." Peter murmured.

Ned asked, "You haven't seen him since?"

Shaking his head, Spider-Man said, "Nope. Nothing. All I know is that he's trying to take down Tombstone, and possibly the Kingpin too. Next time I see him, I'm bringing him down for sure. Not even the ID function on my mask could give me a single clue on his identity."

"So he's a living ghost. That's on oxymoron if I've ever heard one." Ned stated, "Maybe ask around for clues?"

"I only found articles about him from that day. The Daily Bugle considers you an accomplice to him by the way." Trixie elaborated.

Peter scoffed, "Of course. I should really talk to Jameson one day about that. In--"

"SPIDER-MAN!"

The web-slinger felt his Spider-Sense tingle immediately after hesring his name being called, "So, uh, did the two of you just scream my name or something?"

"Nope."

"Nuh-uh."

Looking down, Spider-Man noticed a bunch of cars being tossed aside like paper in the streets. "Uh, I'll talk to you guys later. I think there's a baddie right below me." he ended the call and lowered his swing, stretching his arms out to activate his web-pit gliders to ease his descent to where he needed to go.

The wall-crawler saw a parked car being tossed onto the sidewalk, about to hit some bystanders standing in shock. Without hesitating, Spider-Man flipped down and shot webs fast enough to keep it in the air. "Go!" he told the group, all of them sprinting away from the scene. "Alright then. Now what could cause this? A Hulk foe or something? We could sure use him right about now."

With his Spider-Sense tingling again, Spider-Man backflipped over another empty car being thrown at him. The car then created a small dent in the building standing behind the hero. When he jumped, Peter turned around and saw the source. "Well, this is a surprise. What the heck do you want with little old me?"

The giant man in grey armor of some kind growled, his face smirking at the sight of the hero. "Finally! About time I got to pay you back, you annoying bug! You took down Marko, but you can never stop me!"

Spider-Man crouched down, "Wait a sec! O'Hirn, is that you? You really let yourself go since last I saw you."

O'Hirn roared out, "I ain't O'Hirn anymore! Call me the Rhino!"

The self-proclaimed Rhino charged forward, prompting Spider-Man to cling onto the nearest building. However, the wall began to crumble down as Rhino broke through it with ease. Peter tried to remain still and watched Rhino stomp out. The webslinger jumped down and landed on O'Hirn's back, trying to punch him, but it did nothing. "What the heck?" he blurted out loud.

Rhino then reached for Spider-Man's leg. However, Peter jumped up and tried kicking his neck to no avail. "I'm unbreakable now, Spider-Man!" Alex declared. Peter spun his body around by holding the horn on O'Hirn's head and attempted to dish a right hook to Rhino's cheek. Nothing happened again.

With a hearty laugh, Rhino elbowed Spider-Man with enough force to tip over a car when he collided with it. Peter flipped to his feet, thinking, 'First Marko, now O'Hirn? What the heck is Tombstone's game here? Did he have something to do with that robot? Or are there more people involved?' he jumped back as Rhino slammed his fists down on the ground. In that moment, Peter shot some webbing on Alex's hands in an attempt to contain him in some capacity.

That proved fruitless when O'Hirn immediately broke through the gossamer by merely moving his arms. "Ha! Your puny webs do nothing, wall-crawler!" the criminal shouted. Rhino tried to give Spider-Man a right hook, but the boy dodged it with ease, webbing up a nearby trashcan and attempting to smack him with it. Instead of it doing anything, the Rhino grinned mischeviously at Peter's futile efforts, the webslinger's lenses widening.

"...Maybe we can talk this out?" Spider-Man suggested, taking a punch to the chest instead. "My ribs..." groaned Peter, rolling on the floor in an attempt to shake the cobwebs out of his head. He could feel the ground shake as Rhino charged right towards him, and driving his elbow directly to his stomach. The boy collapsed on his knees for a moment to regain his composure.

"Like that bug?" Rhino asked his nemesis. He turned around and watched as police cars came to surround him. "Heh, the fuzz is here."

Cops stepped out of their cars, including Captain Wantanbe, "Alright, Rhino. Hands where we can see them." she ordered.

Rhino shouted, "See 'em? If you say so!" he charged forward and grabbed one of the empty cars towards the officers. Luckily, Spider-Man jumped up and grabbed it, grunting as he tossed it away. "Ya ruined my trick!"

"I don't like tricks that involve hurting others." Spider-Man said.

Yuri said, "Thanks for the assist, Spider-Man."

"No problem. But I need you all to get out of here. Make sure nobody comes near thus. I'll handle our little rhino problem first and then you can handle the arrest." Spider-Man replied, folding his palms into fists. The captain nodded and ordered the officers to block off the immediate area. the boy said, "Thanks, Captain."

"Do you really think you can take me on?" O'Hirn asked.

Peter smiled under his mask, "I know I can."

Rhino roared, "Rrraagghh!" he charged forward, elbow first and marched through the police cars. Spider-Man's lenses widened and swung after his foe, making sure he didn't hurt anybody.

Spidey noticed that Rhino was nearing a moving truck, 'Oh crap. I can't let him hurt anyone in his rampage. I need to speed up.' he jumped down and pulled open the driver's door once he caught up, grabbed the driver and swung away right as Rhino crashed into it. His horn tore the front of the vehicle apart. Peter gently dropped the guy on the sidewalk and zipped towards Alex.

Panting, Rhino inhaled, feeling sweat pore down his face. He felt something push on his back. Spider-Man leaped in front of him and grabbed one of the truck doors that fell off, smacking O'Hirn with it as hard as he could, only denting his makeshift weapon more than he did putting a stop to his foe. Peter glanced at the smashed in door for a moment and saw Rhino weakly dish out a left hook, a move that Peter easily dodged by jumping on his arm. "What's wrong, Rhino? Getting slow in that armor of yours?"

Deciding to distract Spider-Man a little more, O'Hirn simply charged ahead to cause more destruction, smacking Peter aside with his horn. Spider-Man growled in pain as he hit the shattered windshield of the broken truck. The boy got up instantly, watching the Rhino charge through the streets. Peter held his aching side and shot a web-strand upward, intending to chase his enemy.

What caught his attention was the sound of O'Hirn panting and his run looking a bit more disoriented, 'Huh? What's got him all worn out? Must be all the running... Hold on.' he thought, watching as Rhino leaned on a wall for a moment to catch up. "What's the matter, Rhino? That suit too thick for ya?"

"Shut... Up." Rhino hissed in annoyance, swinging his head down and raising it as to swat Peter. The wall-crawler leaned back and accidentally tripped, prompting O'Hirn to stomp on him. However, Spider-Man zipped backwards and dodged the move in time.

Rhino jogged forward and kicked a fire hydrant, allowing water to spray his face. He opened his mouth and chugged it down. Peter gagged, "Do you know where that water's been?" he asked his foe, earning a fist to the head. Peter screamed as he crashed into a parked car, the back window shattering upon him hitting it. The teen hero rubbed his head and backflipped when he saw a shadow. Alex stomped down and smashed in what was left of the vehicle. "Now that's uncool, messing with someone's car. Hopefully 'Bad Guy Maker Inc' or whoever changed you and Marko can pay for the damages."

"Heh." Rhino ignored him and went on, hoping to cause more damage.

"Damn it!" Spider-Man needed to slow him down somehow. He saw a few police cars heading near Rhino, "No!" he shouted. Peter zipped down and webbed a trash can so that it smacked Rhino in the side of the head, distracting him for a moment and getting his attention. "Yo, O'Hirn! Think you can catch me? You wanna squash me right?"

Rhino snorted, "You!"

"Me!" shouted Spider-Man playfully.

Peter stuck to the wall of an empty building, scanned by his lenses to be sure, allowing Rhino to charge directly into it. Spider-Man could feel the entire building shake once Alex ran through it. Once the wall collapsed on him, the teen's back felt concrete and felt Rhino stomping out. Spidey could see sweat pouring down O'Hirn's face. 'Huh. He actually looks to be wearing down.' he thought.

"Go taser webs!" Spider-Man shouted, shocking Rhino once the web line connected. The Rhino screamed as the electricity managed to shock his entire body. He tried to stomp on Spidey, the hero rolling out of the way in time again. "Time to crank up the heat!" he kept shocking Rhino with taser web-balls, stunning him while he came up with a plan. His lenses narrowed, wondering how he could stop someone who is nearly unbreakable from the outside.

'Bingo.' thought the wall-crawler, leaping away. "Alright you overgrown hippo! Don't stop on me now!"

Rhino panted and marched forward, smashing a parked car out of his way, his intent to crush Spider-Man still growing in him. "Come on... Ya can't hide from me."

"I know, that's why I'm not gonna bother trying." Peter announced, opening a large sewer grate and jumping in, prompting Rhino to follow him.

Once they landed, Peter crouched on the ceiling on top of some pipes. He smirked, "Not a bad spot huh? Don't blink!" he suddenly shot webbing onto Rhino's exposed face, catching him off guard. While attempting to yank the gossamer off, O'Hirn accidentally knocked himself into some of the pipes, breaking them and releasing steam. "Glad to see that worked at least." the webslinger pointed out.

"What did you do?" asked Rhino, his voice muffled and his breathing growing heavy.

"Simple. I noticed that you were starting to wear down for a bit and needed to cool off. So I took the time to tire you out even more and place you into a frying pan. That suit of yours is thick, a little too thick for your own good, I must say." Spider-Man explained. "All that heat and dehydration is getting to you."

Rhino coughed, finally removing the substance from his face. He inhaled and gasped, "Must leave... It's taco tuesday..." the transformed man stomped for a couple moments before collapsing on his stomach. "Urgh... Nighty night..."

Hearing sirens above him, Peter hopped down onto O'Hirn's back, his body shifting with his breathing, "Hey, sleepy-head. Before you fall asleep, I need to ask... Who's working for the Big Man?"

Night fell on the city, and with Rhino apprehended and sent to a maximum prison, Spider-Man decided to see if what his delusional foe said was true.

'I can't believe it.'

Peter crawled on the side of the Oscorp building, right above the balcony he's relaxed in multiple times. 'O'Hirn said that Norman Osborn has a role in changing crooks like him and Marko with the Big Man. I refuse to accept that until I know for sure.'

Narrowing his lenses, Spider-Man watched from the glass balcony door, spotting Norman Osborn walking into the dark room. He raised his head for a moment as not to be spotted. Once he felt it was safe, he gazed down again, hoping that the Rhino was just talking nonsense for his own sanity.

Norman stood next to a giant painting of a green troll. The door behind him opened, and Peter's jaw was ready to drop. "No way..."

Standing in front of Norman was that goon he saw when he confronted Tombstone. Hammerhead, he believe was his name. "Norman is actually working for him?!" he whispered in surprise.

Inside the building, the two conversed with Hammerhead speaking, "The Big Man ain't too happy about the results of yer experiments." he pointed out.

Norman scowled, "I am not that happy either, Hammerhead. If you must know, my top scientists are still working out the flaws with each subject and his so-called magic artifact. We still have one more subject however, and based on the results from Marko and O'Hirn, we may have figured out a way to enhance him perfectly."

Hammerhead poked a finger onto Osborn's chest, "Ya better. I don't wanna remind you of what happens when you disappoint the Big Man more than once."

"Don't. Touch me." Norman hissed, "I am well aware of the consequences, Hammerhead. I do not have time to quarrel with you. I must attend to keeping my business steady before we tend to the last experiment tomorrow."

Hammerhead glared at Osborn and spat while turning around, "Fine then. This one better work though."

"I'll see to it." Norman stated, seeing Hammerhead close the door upon his exit.

When he was sure no one was around, Osborn tilted the portrait and pressed a button, the segment of the wall next to it opening up as a secret passageway. When he walked in, Norman turned around one last time just to be clear.

All the while, Spider-Man watched. 'So Norman Osborn isn't as squeaky clean as I first thought. Maybe Toomes was onto something after all when he brought it up. Whatever it is, it seems I have to take down whatever experiment they have waiting for me tomorrow as well as finding Doctor Connors. Harry can't know, not until I figure out just what the heck is going on here. After all, exposing his dad for crimes I can't prove won't look good.'

'But something tells me there's more to this then meets the eye, and I'm gonna find out what it is.'

As Peter thought this, his attention was focused on the giant portrait. He'll get to the bottom of this soon enough, but that might take a while. And he'd might need some help to do so.

Author's Note

With another rogue down, Spider-Man grows closer to stopping the Big Man's latest distractions.

Next Time: Peter must attend to stopping a giant scorpion while trying not to be late for a study session to learn about Equestrian magic with Twilight (as just friends so they claim).

Issue #19: Scorpion Sting

It was early morning and within the lab at Tombstone's warehouse, and another experiment was underway. the last supposedly. Norman Osborn placed his sunglasses over his eyes, "Alright, Doctor Octopus, this had better work."

"I still hate that name..." Otto mumbled.

Hammerhead poked Octavius' chest, "Ya better get over it, unless ya wanna see why I'm called Tombstone's top enforcer."

Otto gulped, "N-No need, Hammerhead, sir. My apologies, Mister Osborn."

Osborn folded his arms and gave a smug response, "Just proceed with the experiment, Ock."

Inside of a round capsule was Maximus Gargan, his arms and legs kept within metal cuffs that attached to certain points. Smythe raised a finger and began talking, "Alright, Mister Gargan. We modified the mutation stone to give you synthetic armor similar to that of a Scorpion's as you requested."

Gargan smirked, "Great. Just get on with it!"

Smythe pulled the lever on the system, and the stone began to glow, surrounding Gargan in a bright green light. Osborn, Hammerhead, Otto and Smythe shielded themselves from it, allowing their device to do it's thing. Mac felt something thick and heavy cover his limbs, this also reaching his torso. This green armor eventually began to cover Gargan's head, covering all but his eyes, nose and mouth.

"My word..." Otto gasped.

The mutation didn't stop as the cuffs holding his arms and legs broke, his arms now pincers of some kind. Forming from his back was a stinger, like an actual scorpion. Based on what was happening, he looked more animal-like than even the Rhino. "Stop." Osborn ordered in his usual cold tone.

The scientists did as instructed, allowing Gargan to move freely. The glass dome shattered with each step he took and he looked in his reflection. "What the hell? It worked? But I look like a freak." he swung one of his pincer arms, cracking the glass.

"You agreed to the experiment." Norman stated. "And you requested for these results. We did our part, now you must fulfill your end of this little bargain."

Gargan said, "Let me guess, kill Spider-Man? Don't worry, I have a score to settle with that bug anyway."

Osborn smirked, "Excellent."

Peter Parker was walking through the hallways to his next class. It was usually a warzone at this time of day, with students rushing to their classes before the bell rang. Not only that, but for Peter, it was mostly because of...

"Well well, looks like we cross paths again, Puny Parker."

'Flash Thompson. The only person in the school my Spider-Sense goes off around.' Peter groaned in his head, closing his eyes in disgust again. There he was, face to face with his usual bully again when he opened them. The jock laughed and poked Peter, "...What do you want this time, Flash? My lunch money like a cartoon villain?"

Thompson laughed, "Nah. I just wanted to do this." he brought his hands upwards and knocked Peter's books out of his hands. "Ha! It never stops being fun."

Peter rolled his eyes at the act, having been the "victim" of it a million times before. This week even. "Real classy, Eugene."

"I know right?" Flash laughed.

While he knelt down to pick up his books, Peter could hear Flash Sentry say, "Seriously? You really have to stop, Thompson."

Eugene only responded with, "I just like doing it. It's not like anything's gonna happen."

'At least one jock is on my side.' mused Parker, clenching his fist before stopping, 'As much as I'd like to give Eugene a piece of my mind, I promised Uncle Ben I wouldn't stoop to his level ever again. Hopefully he changes his ways soon enough.' he scoffed to himself, 'Like that'll ever happen. Peter Parker and Flash Thompson: brother-in-arms. Pfft.' he shook his head at the idea that those two could ever be friends.

"Do you need help?" a voice snapped Peter out of his thoughts, causing him to look up. Staring down at him with concern was Twilight, the last person he expected to see or to have speak to him now of all times.

Peter thought, 'Crab baskets. Did she see any of that? Wait... it's not like Eugene tormenting my existence is anything new to people.' he cleared his throat, "Uh, yeah, sure. Sorry you had to see that. Kinda zoned out for a bit..."

Twilight smiled, "You don't need to apologize..." she paused, "So..."

"So..." Parker drawn out his words. "I thought you were with your friends fighting some magic threat during class. Did it go well?"

Twilight blinked, "Oh, uh, yes! It did, actually. Really well!"

A brief moment of awkward silence came allowing Peter to stew in his thoughts, 'Alright, Parker. Just remember what Harry said. Time to let my inner Spider-Man shine.' he finally said, "Hey, so I kinda want to learn about this magic stuff. And I was wondering if... Maybe we could hang out later today and have a quick study session?" he began to talk faster with each word, but did his best to keep himself composed.

Twilight perked up, "R-Really?"

The boy shrugged, "Why not? That is, if you're willing to."

"I-I don't mind at all." the girl responded. "Where do you want to meet?"

Peter said, "How about Sugarcube Corner? Around five? My treat of course."

Twilight blinked, a smile on her face, "O-Okay."

After a bit of talking, the two exchanged numbers and went to their next classes. Once Peter was alone, he grinned confidently and kinda wanted to click his feet in the air, but resisted the urge.

Trixie stared blankly at Peter from across the table, unable to comprehend what her friend just explained. "Let me get this straight, you actually asked Twilight out on a date? I'm surprised to find out that Spider-Man has guts outside of the costume."

"It's not a date." Peter corrected through gritted teeth, "It's just a study session between friends." he specified, "That's it. Nothing more, nothing less. We're just gonna be learning about magic by ourselves, with no one else there, while we eat in Sugarcube Corner."

"So... It's a date." Ned stated.

"Ugh. It's not--" Parker slammed his head on the table in slight frustration. Again. He muttered, "Ow! Okay, can you stop me from doing that next time?"

"Ha, Puny Parker just faceplanted himself like a doofus." Peter heard Flash Thompson shout from a table over and he groaned aloud, while he rubbed his now aching forehead.

"Trixie will think about it." Trixie said in an amused tone.

Ned smiled and said, "Come on, Pete. It won't be that bad. How can it be any worse than fighting the Vulture or the Big Man?"

"I'm not wearing my costume and might end up looking like a total dork in front of her." Peter muttered. "Trust me, the stakes are higher than ever before."

Trixie rolled her eyes, "You're seriously overreacting, Parker. You didn't seem this nervous when you met the Avengers. Is this really that big of a deal to you?"

"Uh, yes." Peter replied in a deadpan tone.

"Trixie, Peter is clearly dealing with a code red emergency." Ned stated, then he faced his friend, "Listen, Peter. Want to impress her? Tell her you're Spider-Man."

Peter shushed his friend, "Dude, really? We went over this. I'm not gonna be telling Twilight that. Enough people already know who I am as it is, including Sunset. Would she even believe me?"

"I dunno. Worth a shot?"

Peter replied, "No secret identity confession, Ned. End of story."

Ned folded his arms, "Alright. Then just be ol' Peter Parker."

"Trixie agrees with Ned. The last thing that'll happen is you embarassing yourself in front of Twilight." the girl agreed. She could pretty much predict the outcome of this.

The webslinging teen said, "I can try. Results will vary though. Maybe some mid-afternoon swinging can ease me up."

"I wish I can do that." Ned whispered.

After school, Spider-Man arrived back in the city and began swinging in costume like always, 'Alright, Peter. Do your daily patrol and meet Twilight at Sugarcube Corner at five o'clock exactly. Shouldn't be too hard. Okay...' he thought, 'I'm Spider-Man, I've taken down supervillains, crooks with guns and ailen tech, and fought half the Avengers. And yet I'm literally going insane about this.'

Peter web-zipped around the corner of another building, 'I thought the spider bite would help my confidence... Even though it kinda did I guess. Just do as Ned and Trixie said, Parker, just be yourself.' he swung down on another roof and accidentally tripped, stumbling on the stone surface. Spider-Man groaned as he rolled on his stomach, "Okay, ow. I should probably concentrate on what's below me too." he told himself. "Man, it's been a while since I flopped like that."

Dusting himself off, Peter crouched down on the edge of the roof, seeing a masked crook get away with a bag. "Alright! Maybe some action can help me destress!"

Jumping down, Peter landed in front of the crook and stealthly extended a leg before he reacted, tripping the thief. Spider-Man swiftly webbed up his wrist and jumped up, tying the gossamer over a light pole. While the robber tried to break free, Peter webbed up the other hand, leaving him stuck. Reaching down for the bag, Peter picked it up and gestured around asking, "Is this anyone's bag? Any takers? Come on, whoever this guy took it from should seriously be here by now if they cared."

'Okay, I can't just stand here like an auctioneer. I need to hurry. And it admittedly looks pretty weird.' he mused, "Does anyone have a piece of paper and a pen?"

After a few moments, Spider-Man swung away leaving a note on the bag reading, "Do not steal (unless you're the owner). From, Your Friendly-Neighborhood Spider-Man."

Back with Peter, the webslinger stuck to the side of a building. He crouched down into his usual crawling stance and put a finger to his ear saying, "Send a call to Aunt May. It'll be best if I tell her I'm coming home later than expected."

The mask did as instructed and a voice was heard within Peter's bluetooth, "Peter? Are you alright?"

Peter shot a thin webline and zipped upwards, "Yeah I am, May! In fact, I feel pretty darn good."

"And what brought your mood up so suddenly?" May wondered in a lighthearted manner.

Spider-Man began running on the glass surface and flipped once he reached the top, landing in a crouching position. "I'm gonna be home a little later than expected, and it has nothing to do with me Spider-Manning this time."

"Oh, really?" May asked.

"Yep!" Peter responded. "I have a little study session with someone in an hour."

"Interesting, so I presume you did ask Twilight out after all."

Peter blinked and was brought to silence for once, "I never gave any names. Who said--?"

"Your staring was pretty obvious, Peter." May teased.

"Oh..."

Jumping on another rooftop, the boy sat down, "I'll be honest, May. I'm a bit nervous about this."

"Oh, it'll be fine, Peter. Twilight is a sweet girl and you're quite a gentleman yourself. You probably were told to just be yourself by Ned and Trixie multiple times." his aunt replied, "Well, they're not wrong. You're a confident young man, Peter, you just have a habit of not showing it when you're not Spider-Man. How about just this once you let some of that confidence out? Don't go overboard though. Oh, and be punctual." she added.

Peter smiled, "I'll try, Aunt May. Thanks for the advice."

"Of course, Peter. Just be careful out there please."

The boy stood up, "Sure thing, May. See you tonight."

And so, Peter leaped off the building and continued web-swinging. One thing he was grateful for was that he planted a tracker Stark installed in his suit onto his bookbag in case he forgot where it was. So it was just a matter of being on the lookout and taking off the costume before he was too late.

Spider-Man felt his Spider-Sense tingle and suddenly felt his webline snap, causing him to go careening towards a glass window, his face smushed on it. "Hooboy." he muttered, slowly sliding down the side of the building. One of the people in there stared at the wall-crawler stuck to the window. "Sorry. I'll clean it later."

Then his Spider-Sense rang again, and before he could push himself off the wall, something or someone shoved him. Peter slid face first on the carpet floor, feeling his face slightly burn. "Ugh. Rug burn... Okay, who is it this time?" the hero groaned, pushing himself upwards. He felt his Spider-Sense tingle again and he flipped on instinct, dodging what appeared to be a green pincer. "Everyone, go now!" he told the bystanders, "I'll handle the villain of the week!"

Finally turning around, Spider-Man got into a crouching position. Towering over him was a bulky man in thick green armor, pincers for hands, and a giant scorpion tail attached to his back. "Holy moly. I guess Rhino was starting some sort of fashion trend. Based on what's happening, I'm guessing you're some old thug I met looking for revenge. I'm gonna guess you're either Toomes or Schultz."

"Don't remember me, bug? I came for a bounty, and I intend to finish it once and for all!" the villain snarled. Peter backflipped, driving his feet into enemy's jaw, landing into a crouching position.

"Hold on, you're Mac Gargan? I doubt that Fisk would want to pay you after you royally screwed up your job! Heh, I didn't even need Punisher or Daredevil to help take you down." Spider-Man quipped. "So I'm assuming you decided to go for the Big Man makeover. I heard it's what all the lowlife thugs are doing nowadays."

Gargan smirked, "Damn right. Even if I don't get paid, it'll be a pleasure beating you to a pulp! Time for the Scorpion to get payback."

Spider-Man leaped forward and swung his fist towards Scorpion's chest, his hand aching once he hit the armor. Peter cringed, "Ow! My bad guy punching hand!"

"Like the upgrade?" Gargan mocked.

"No. Not really." Peter groaned, shooting a strand of gossamer onto one of the office desks. He yanked down and threw it towards Scorpion, the objects shattering upon collision. It distracted Gargan long enough for Spidey to dish out a kick strong enough to cause his enemy to skid on the floor slightly.

"Not bad, Spider." Mac said. "But it won't be enough." he charged forward elbow first and pushed Spider-Man out the window he was kicked into when it began.

Peter gasped and extended an arm, zipping himself back onto the wall of the building across from him, a brick surface. "Whoo! That was close." he sighed. The wall-crawler watched as Scorpion jumped as well, sticking his claws onto the side of the building. "Oh yeah. Figured as much."

Scorpion hissed and lashed out his stinger towards Spider-Man. Peter backflipped away from it and webbed it up, pulling on the strand and flipping Scorpion over with as much strength as he could muster. "Up and over!" he shouted. He threw Gargan down hard enough to create a small dent on the wall. Peter stood up and dusted off his hands while Scorpion used his claws to remove the webbing.

Peter's mask lenses narrowed, "Aw. You look pretty upset there, Scorpy! Did I do something wrong?"

"You have a lot of talk for some scrawny kid." Scorpion taunted.

Spider-Man jumped and kicked Scorpion in the jaw, "Yep. That's just how I roll!" he said. While in the air, Peter felt something wrap around his waist and holding him there. "Well, that's one way to get a hug!" he grunted, trying to move his arms and break free from Scorpion's stinger wrapping around him.

Gargan raised his pincer arms, "Quite a fate, huh bug?"

"I don't have time for this!" screamed Parker in annoyance. "Some of us have important things to do, Gargan!"

"I don't care about your social life, kid." Scorpion grunted, flailing his stinger around so that Spider-Man was slammed onto the wall. Gargan repeated this action and tossed Peter into the building, creating a huge hole in the process, and causing some of the bricks to fall towards the bystanders watching. Once he was thrown, Peter was freed from Gargan's grip.

"No!" shouted Spider-Man, webbing Scorpion down to the wall as he ran forward. He dove down and aimed a webshooter at the bricks. A cop pulled someone aside as one fell onto the ground, narrowly dodging it. Peter used another webline onto the building, and zipped up one of the bricks upward, tossing it directly towards Scorpion's vicinity. Peter managed to grab another one and bungie-jumped his way back up, brick still in hand.

"Yo, Scorpy!" Spider-Man shouted, watching as Gargan freed himself. The villain hissed. "Taste some building blocks!" he said, swinging the brick directly onto Scorpion's jaw, causing him to reel his head in pain. Peter watched as the brick shattered in two. "Oh wow. You got a thicker skull than I remember."

Scorpion growled and elbowed Spider-Man. Peter gripped a hand onto the surface to get his bearings as he was pushed backwards. "Do you really think I will falter, Spider-Man?" Scorpion wondered.

Peter's lenses widened, "Uh... Maybe?"

Ready for another attack, Peter flipped, using his hand to vault over Scorpion's arms once he drove it onto the wall. "I say it's about time we went down!" he kicked both his legs onto Gargan's back, choosing to go all out for just a moment, mustering the strength needed to push him off the wall. "How's this for a ride?" he asked, shooting some webbing onto Scorpion's claws to keep him still.

As Peter held on to the gossamer, he backflipped over his enemy's stinger and remained in the air. "You're an idiot, Spider-Man. This isn't gonna stop me from crushing you!" Scorpion bragged.

"Oh, I know you'll keep trying, but I--"

Suddenly, Peter heard his phone ring and his mask brought up the contact and the time, Peter's stomach turned once he remembered. 'Oh crap... I'm gonna be really late. Sorry, Twilight.' he thought to himself in disappointment. The boy put his phone on silent for the moment until he was done. He looked back down to his foe, "Sorry about that. As I was saying..."

Spider-Man stomped on Scorpion once they landed on the ground. Peter felt his legs go numb for a a minute and he shuddered. 'Note to self. Prepare legs for hard fall next time.' he told himself. 'Okay. I have to wrap this up soon before I become the Amazing Spider-Ditcher.'

Scorpion's stinger poked Spider-Man, making a small hole in his suit. The boy groaned, "Great. I really don't feel like going back to my old suit again." he turned around and faced the now standing Gargan.

And there he was: Mac Gargan. Looking no worse for wear, which Peter honestly expected. People began to back away as more police officers showed up on the scene. Peter remained still. He needed to come up with a plan, and fast. "Ha! Look at you. Frozen in fear like the kid you are. Seems you finally met your match, Spider-Man."

"Nah, sorry. I'm not actually scared. I'm just thinking." Spider-Man admitted, leaning back from Scorpion's pincer. He performed a handstand and got back on his feet properly. He looked around and noticed the officers doing their best to barricade the area. "Alright, at least I don't have to worry about anyone. Let's end this, Gargan!" he did a quick gesture to challenge the bounty hunter.

Once Scorpion charged forward, Peter gripped Gargan's arm and threw him over his shoulder, slamming him on the ground as hard as he could. Spider-Man said, "What's it like down there, Gargan?"

Scorpion grabbed Peter's ankle and threw him towards a parked car, destroying the windshield. Spider-Man groaned and kicked Gargan's chin once he was close enough, "Oops! Your face hit my foot!" he quipped, Peter crouched down behind the car and lifted it with ease. "I'm just gonna say sorry to whoever owns this."

Spider-Man slammed the car down on Scorpion, "Ha!" he screamed, "I know that won't kill you. Your armor is thick enough to prevent that." he hopped on top of Scorpion's body once he put the car down gently next to him. "Gotta say, you look pretty comfy down there, Mac."

"Heh. You're right about that. What'cha gonna do now?" Scorpion spat. He swung his stinger at Peter, smacking him away from his body. Mac stood up and coughed from the dust surrounding him. "This exosuit makes me unstoppable."

"Almost unstoppable." Parker corrected. "Trust me, there's always a weakness..." he narrowed his lenses. 'And I do believe I figured out just what it is.'

"I ain't so sure about that." Scorpion debunked.

Spider-Man grabbed another car and lifted it over his shoulders. "Again. Sorry to the owner." he muttered. He threw it straight at Gargan, launching him through an empty building. Peter jumped forward and divekicked Scorpion's chest, knocking the wind out of him. "Just to be on the safe side..." he grabbed his enemy's stinger and threw it down, webbing that up and his pincer arms. Eventually, Gargan was covered in a thick web cocoon.

"Ultra-thick webbing, enough to keep even you still." Peter explained, clenching a fist, "And just to be safe." he punched Scorpion in the jaw twice. "A good punch or two to the only exposed part of your skin, which wasn't enhanced." he finished.

Spider-Man walked out and was greeted by Captain Wantanbe and a few officers. "Is he detained?" she asked.

"He's all yours to arrest, Yuri. I wish I could stick around to write a note, but I have somewhere important to be." Spidey explained. He swiftly zipped away to get changed and hoped he wasn't late.

'Two hours late and a lot of missed calls. Nice going, Parker.' Peter sighed inwardly. He was back in his regular clothes and was standing outside Sugarcube Corner, the lights were on now that the Sun came down. Unfortunately, he couldn't spot Twilight anywhere inside. He knew what he did wrong, and yet he still decided to pick up his phone and make a call.

"Hello?" came a voice. It was Twilight.

"Hey, Twi..." Peter greeted in a sad tone.

"Peter? Where were you? I-I thought we were--"

Peter exhaled, "I'm sorry. N-No seriously I am. It's just... The--"

"The Stark Internship." Twilight finished for him. Her tone sounded kinda bitter to Peter.

"Y-Yeah..." lied Parker. "It... It came up last minute. I wasn't able to get a hold of you cause t-things have gotten seriously busy and I-I... Oh man... I messed up big time, Twilight.”

Twilight was silent for a moment, "Peter... I understand that you have responsibilities... I really do... But it's just... I don't know if I can trust you to keep your word."

"What do you mean?"

"You vanished when Sugarcube Corner was attacked, we couldn't find you when the Green Goblin attacked after we evacuated, and now... I don't want to sound selfish, but you left me waiting for an hour and a half with no response... I really want to get to know you better, Peter, but you have a habit of... not being able to stay in one place for long."

Peter sighed, "I know. And really, I'm trying to get better... Believe me, Twilight. I'm still trying to get the hang of juggling all of this at once. I really thought I had it figured out." he was silent for a moment, "How about we talk about this in person and I make it up to you?" he offered.

"..." Twilight paused, no doubt thinking how to respond. "I know you mean well, Peter, but I need a day or two to give you an answer. I just need to be sure you’ll keep your word."

The boy nodded, "I understand... See you tomorrow at school?"

"Yeah..."

The call ended at that moment. While dwelling on the conversation that just took place, Peter walked into an alleyway and leaned on the wall. He opened his bag and looked at his mask. As much as it pained him sometimes, he couldn't back down from being Spider-Man, no matter how much it took a toll on his personal life. This was just another test that he had to push on through. He knew that.

Even though he was still disappointed in himself for ruining what could’ve been a fun day, Peter put that mask back on and took out his costume. He needed to clear his mind, and he knew just how to do it.

Author's Note

It took a while, but this chapter is finally done. I wanted to touch upon the usual problems of Peter’s dual identity finally. Hopefully I succeeded in that regard.

Next Time: The night isn’t over yet as Spider-Man heads to the sewers to finish his search for the Lizard. Unknown to him though, a Spider-Slayer drone was sent to find him first.

Luckily for Peter, another hero is here to lend a hand. Unfortunately for him, he’s the best there is at what he does, and he what he does isn’t very nice.

Issue #20: Astonishing Team-Up

Sunset yawned, the red aura that was covering her palm faded at last. She began to notice her use of her Equestrian magic improving. She's been at this for hours in her room, using it for more menial tasks like moving small objects.

As of recently, she had gotten a better handle of her powers. At first it was spontaneous, but after a while, she realized that she could control how to use it, and maybe put them to use.

Her trail of thought derailed once she heard her phone ring. Curious, the girl picked it up and read the ID, 'Twilight? Normally she'd either be asleep or studying.' she thought.

Curious, Sunset answered, "Twi? Is everything okay?"

"Y-Yeah...?"

The fiery-haired girl raised a brow at her friend's apprehension. As though Twilight could hear it, she let out a sigh, "No not really. It's about Peter." she revealed.

Sunset could already deduce what happened what with her knowing he was Spider-Man, but for the sake of Peter's privacy she decided to not say anything, "What happened?"

'So yeah, I'm still pretty annoyed at myself.' thought Spider-Man, using his adhesive abilities to lift the manhole cover with his fingers. The webslinger dropped down and closed the cover behind him. He whispered, "Night vision lenses activate." his lenses glowed green after he spoke, allowing him to actually see.

'I ended up ruining Twilight's day. Now I don't even know if she wants to talk to me. I messed up again. I wonder if I truly can make it up to her... But I'll worry about that part tomorrow.' Peter thought while he dropped down from the ceiling and started walking, 'So here I am, wandering the sewers in hopes of clearing my mind and hopefully find Doc Connors. Breaking curfew is pretty weird for me to say the least.'

Peter crouched and looked around. "Hm... Nothing yet." he glanced down and saw a glass object on the floor. He picked it up and noticed that it was a broken vial. "A vial? Why would this be here? Unless... Connors. He must've gained enough of his sanity back to start making a cure. Looks like this didn't work." he noticed, getting clued in based on the fact that it was broken.

He used his mask examined it further, "There are still traces of the chemicals he used and his clawprints. Maybe I can use this to track it." he began to scan the vial and his lenses changed to better analyze, able to track the chemicals in the air and Connors' footprints. "Awesome. About time I got somewhere!"

Peter continued in the direction of where the Lizard apparently went to and found himself wandering further into the sewer, 'I would talk to Ned, Trixie, or May about where I'm at now, but it's getting late. They don't even know I'm down here today. Ah well. Maybe I can get a souvenier out of this, like a cured scientist reunited with his family. Yeah, that'd be pretty nice.'

'Speaking of the Lizard. Things have been getting ridiculous.' Spider-Man thought, looking back all of his recent battles. 'The giant robot, Dr. Connors suddenly becoming Lizard right after, Marko turning into Sandman, O'Hirn turning into the Rhino, and Gargan the Scorpion. No doubt that Norman Osborn is behind this little supervillain posse showing up. But why would he want me taken down? Why ally himself with the Big Man? It just doesn't make sense to me.'

He touched a wall, feeling some deep scratch marks. "Whoa. Lizard's got some tough claws on him." he whispered. He knelt down and found an old brick. "I guess he was on a brief rampage or something. Fighting himself's gotta be hard."

Spider-Man scratched his head, feeling his usual danger sense striking back. 'Okay, Spider-Sense is starting to go crazy. That probably means I'm not alone. That's kind of a creepy to think about when you're alone in a dark sewer. I'm starting to think I made a mistake.'

Curious, Spider-Man crouched down slightly and turned around. Nothing. He turned his head left and right. Still nothing. When his guard was down, his Spider-Sense went off again.

SNIKT!

'Oh crap. Of all people...' Peter thought after hearing that sound echo. He knew exactly what it was once he saw the metal blade-like objects appear on the sides of his face.

"Alright, bub. What're you doin' following me around?" asked a gruff, older voice. Peter exhaled upon hearing him.

"I'm here for personal reasons. The better question is what are you doing here, Wolverine?"

Peter heard a sniffing sound and a quiet grunt. The blades retracted. "Oh great. I'm stuck with the kid. Thought I recognized yer scent."

With a quiet chuckle, Spider-Man said, "Eh, it kinda happens. It's probably all the sweat and blood from my last fight. I'm surprised you don't smell yourself."

Wolverine looked exactly the same as he remembered. Short, gruff, and easily annoyed. And he was wearing his traditional X-Men yellow and blue uniform. "You better keep that mouth'a yers shut, kid. I'm not afraid to use these on ya." his claws popped out of his knuckles.

"Oh trust me, I know." Peter quipped, recalling their brief scuffle in Germany. "So, what brings you all the way here? Aren't you a fugitive or something?" he wondered.

Logan sniffed the air, "I'm a mutant, kid. I've never stopped goin' against the law cause of that. Heard ya had a lizard problem over here and I came to clean it up. Permanently if I have to."

"Whoa! No, he's an innocent man!" Spider-Man said.

'Great. Not only am I wallowing in disappointment, but now I have keep Wolverine from going all stabby on a mutant lizard.' Spider-Man groaned in his head.

"Look, Wolvie--"

"Don't call me Wolvie."

Peter shook his head, "Wolverine-- Whatever you want to be called. I can handle this myself, the last thing I want is to ally myself with a criminal. Trust me, Jameson's already going nuts with tabloids about me."

Wolverine said, "You really think you were in the right that day, huh? Well you weren't."

Spider-Man shrugged his shoulders and started walking behind Wolverine saying, "We were. Mister Stark said that Cap's group went crazy and went against the law despite wanting to compromise. You were with him that day. There's nothing more to it than that."

"Mister Stark..." Wolverine repeated with a light chuckle. "He really did brainwash ya. Yer what? His sidekick? Just willing to do whatever it takes to join the big leagues?"

"I'm not his sidekick." Peter huffed. "And yeah, I kinda want to be an Avenger, but I'm needed down here. Well, in a place that obviously isn't a dirty sewer."

Wolverine said, "Listen, the only reason why I'm not as pissed as you as I should be is because I know Stark didn't give ya the whole truth. Yeah, we went against the law, big deal."

"So you admit to it?" Peter replied smugly.

The X-Man continued, "We had a reason, one I'm sure you weren't briefed on. Some dumbass named Zemo planned to unleash an army of super assassins or some crap. None of us were there to pick a fight with Ross' ass kissers. I bet 'Mister Stark' never told ya he tried to help Cap and his friend after he imprisoned most of us, huh?"

Peter blinked. He had no idea about that part. "O-Okay. No... No he didn't. How do I know I can trust you though? As far as I know, you're some nutcase with claws."

"And there you go not being able to shut the hell up." Wolverine grunted loudly. "You better choose your next words wisely." he paused and pointed ahead, the scent of the Lizard aiding him.

"Alright, fine, that was a little harsh. I'll admit that. But we were on opposite sides of a superhero war not that long ago. So why should I believe you now?" Spider-Man said.

Wolverine said, "Because I don't half-ass the truth. Summers would tell ya that much. Steve's an old war partner. One of the best people I know. I didn't give a crap about the politics, but he's one of the few people I can trust in this damn world. Do you really think he'd go against the law if he didn't believe what he was doin' was right?"

"Uh... No?"

"Exactly. Sorry to say, kid. But you were lied to."

Peter blinked, "But, Stark said-- Ugh!"

Spider-Man scowled and was silent. He thought back to the battle, how Captain America tried to talking to him. How he didn't listen. He heard the conversation before he was called to action. It all started to add up. He was already annoyed at himself as it is. The fact that instead of helping Captain America do the right thing, he chose to follow Tony's word upset him. In a brief fit of rage, he punched a hole right through the nearest wall, causing pebbles to fall onto his feet. Peter panted and lowered his now sore fist.

"Damn. Didn't think you had it in ya." Wolverine smirked.

"Yeah, My disappointing night just got worse. Sue me." Peter growled.

"I can tell." Wolverine taunted. "Get over it."

Peter raised his fist again, "I'm trying to, but then you had to show up. Now you're telling me someone I looked up to lied to me to use me as a weapon against Captain America. So excuse me if I'm not in a pleasant mood."

"Quit yer whinin' then. It sure as hell ain't gonna help you feel better." Wolverine responded.

Spider-Man walked ahead of Wolverine, "I'm already getting sick of your attitude."

"Likewise, bub." Wolverine snarled.

The two scowled at one another, their tension coming to a head. Spider-Man growled and said, "...Unfortunately the two of us are the only ones who can save an innocent man, so for now..."

Wolverine said, "Let me guess, we're still gonna work together? Listen, kid. I'll agree to this fer the doc's sake, but just know this doesn't make us friends."

"Friends with you? Never counted on that." Peter muttered.

"Shut it." Wolverine snapped back. He sniffed again, now tracking a new scent. One that mixed with the Lizard's. "...The hell?"

Spider-Man said, "What?"

"I smell oil and metal. I don't think that's yer lizard friend." the mutant responded.

Peter groaned, "Great. I think I know exactly what it is."

CLANG.

"...Yep. Spider-Sense is tingling. Something's definitely down here with us." Peter commented after hearing the loud noise.

Wolverine said, "Can't ya track where it's comin' from?"

"Can't you? I can only sense danger, not pinpoint it. Use your nose to track its robot BO or something!"

CLANG.

The web-slinger crouched down, "Okay. Now it's getting worse."

Peter noticed a dim light coming towards Wolverine. His lenses widened and he shot a web-strand onto the X-Man's back, yanking him backwards right as a missile landed in the water. "Could'a warned me."

"Really? No, 'thank you Spider-Man'?" Spider-Man grumbled.

Finally stepping out of the shadows was a robot, just as large as the one Spider-Man encountered in Canterlot University. "I really wish my instincts weren't right."

The robot's bright red optics looked down and scanned the two humans. It beeped and said, "SPIDER-MAN AND SECONDARY MUTANT TARGET FOUND. OBJECTIVE: ELIMINATE."

Peter shrugged, "Aw. Can't we talk this out like civilized people? I’ll take you to Sugarcube Corner, my treat.”

Wolverine unsheathed his claws, "Heh. Ya wanna clock out, kid? No problem. I'll slice this tin can to pieces!"

Spider-Man felt his Spider-Sense go off right as Wolverine leaped after the robot, a giant beam hitting his being in a matter of seconds. "NO!" he shouted, watching it envelop his mutant ally. He covered his eyes as the sewers got brighter. His night vision combined with the sudden flash blinded him for a moment, causing him to see spots. He gripped his face and accidentally stumbled backwards.

Once he got his sight back, Peter turned off the lenses and looked down at Wolverine, who looked burned beyond belief. "Holy crap. Wolvie!" he gripped the X-Man's shoulders and shook him.

Wolverine opened his eyes and sat up, the burn wounds suddenly vanishing. "What the heck?" Spider-Man asked. He also noticed Wolverine's costume coming back together. "How the--"

"Healin' factor kid." Wolverine responded, looking no worse for wear, including his yellow and blue suit, showing no tears or stains at all. He then said, "As fer the costume. Beast's science. But enough about that. There's a robot that needs to be cut down. I believe he's one'a yer problems?"

Spider-Man rolled his eyes and webbed up the robot's hand as it slowly moved downward. "Yeah, surprisingly. I'll distract him. Think your claws can tear through the metal?"

"Just watch and learn, bub." Wolverine smirked.

The webslinger shouted, "Yo, giant robot! You want me, try to catch me!" he moved his hands fast enough to a giant web hammer and swung it at the robot's leg, causing it to lose balance for a moment. 'Okay. No clue how I did that. My webbing's cooler than I thought.'

Wolverine growled and leaped, forcing his claws into the robot's chest, removing some wiring. Beeping was heard and missiles shot out of its shoulder. The X-Man did the only thing he could do and leaped, claws stretched right in front of him. The missiles were shot too far of an arc to hit him, giving the mutant an opportunity to strike the head, making it snap backwards slightly.

Seeing that the missiles were coming right for him, Spider-Man ran up the wall to divert their trajectory. The webslinger shot a web-ball at the exhaust of one and jumped, catching it. He threw it at another projectile, their collision causing them to combust. "Huh. Guess I should'a done sports as well." he quipped, kicking himself off the ground and creating a web-strand to grab the third and final missile, aiming it for the robot's chest. With a simple spin, he tossed it perfectly, causing the robot to short out more. "Think that did the trick?"

Wolverine said, "I wouldn't count on it."

And Wolverine was right, for the robot moved just a bit more. Sparks flying out of its body. "This is kind of slow. Never thought I'd say this, but we're gonna have to coordinate better. Y'know, like how Cap lead you back in Germany."

The X-Man spat, "Wouldn't be the first time. I'll play nice and let ya choose what we do. I don't feel like playin' leader."

"Uh..." Peter paused, 'You know, I was hoping you'd take charge since you're more used to this but oh well.' he thought, "I'll distract it from afar and use my webbing to jam the missile launchers. You keep doing your stabby thing, it's pretty effective."

Wolverine lunged at the robot and sliced the metal covering its leg. Spider-Man stuck to the wall and stretched an arm out, shooting a thick web ball at the launchers on the robot, jamming them. While it tried to burn through the webbing, Peter jumped and gripped the robot's shoulders, crushing the metal with his bare hands and throwing them on the floor. Even Wolverine was impressed at the sight, "Huh, didn't think you had that kinda strength."

"Proportionate strength of a spider. Surprised me too." Peter boasted.

The mutant smirked and sliced vertically, making the metallic being fall to a knee. Once Spider-Man landed, the two shared a nod and leaped, uppercutting the robot's head off together. The head snapped off and the body fell right after the heroes cleared out of the way. The head was heard clanging and rolling on the sewer surface. Under his mask, Peter smiled at what they did, "Okay, that was pretty awesome." he admitted to himself.

"For you maybe." Wolverine said, "Let's get back on track now, kid."

"Ssspider-Man...? Wolverine?"

Crawling from the ceiling and landing on the robot's head was the Lizard, standing a lot more upright than Peter remembered, "Doc? Is that you? For real this time?"

"Yesssss, it issss..."

"How the hell are ya able to talk?" Wolverine asked.

"I have been ssssitting here, pondering, musssssing. My mind and ssssanity came back, but I am unssssure for how long." Lizard revealed to the heroes. "I want to be cured. Help me..."

Spider-Man said, "Luckily that's what we're here to do. Let's get you back to the lab."

"Really? How issss my family?"

"Most likely distraught." Wolverine said, "But we'll get ya there no problem, unless you go nuts on us or somethin'."

Lizard crouched, "I refussse to do sssso. In fact... Sssspider-Man, usssse your webbing to hold me sssstill."

"You sure, doc?" Peter asked.

"Of courssssse. I wisssh to protect my family." Lizard admitted.

Spider-Man and Wolverine arrived at Canterlot University with the Lizard in tow and trapped in webbing (something he recommended). Martha, Billy and Eddie grouped around the heroes and mutated scientists. Martha was the first to speak among them, "Wolverine? What are you doing here?"

"Lent the kid here a hand helpin' yer husband. He's back in his right mind, but I'm here to make sure his other half doesn't try anything funny." the X-Man explained.

Billy inched closer to the reptile, "Daddy...?"

Lizard hissed out softly, "Billy...?"

"You recognize me?"

Lizard said, "Of coursssse I do... You're my ssson." he faced his wife and said, "Martha... I am sssorry for everything..." then he turned to Brock at last, "Eddie... I truly am... I didn't want to hurt any of you..."

"I don't know what it is, but he somehow retained enough of his sanity to act like his old self." Peter explained, "The webbing is to make sure the Lizard doesn't lash out suddenly. We came here as soon as we found him though. Do you have a cure to this?"

Martha nodded as she grabbed a syringe, "Yes, actually."

Wasting no time, she injected the syringe into Lizard's neck. After a moment, Lizard hissed, growled and screamed as his form changed and shrunked. He was no longer green and bulky, had no more scales, but his coat remained tattered. He was back to being Doctor Curtis Connors. He raised a hand and rubbed his now smooth skin, "I-I'm back? I'm human again?" he whispered. Glancing down, he observed his other arm, noticing that it was no longer there. For a moment, a look of sadness and disappoint was seen on him.

Peter ripped the webbing off the scientist, and the very first thing Curtis was greeted with was a hug from his son, "I'm sorry, Daddy."

"...Don't be, Billy. I'm just happy to be back here."

Martha leaned forward and kissed her husband, happy to see that their family was reunited. They embraced in a family hug with Billy, "Thank you, Spider-Man and Wolverine."

Spider-Man rubbed his head, "It was nothing guys. I couldn't let Connors suffer because of me."

"You're right about one thing, it was your fault." Eddie taunted as he marched forward to Peter, "Don’t think this’ll make me forgive you. I'm not sure why, but whoever you fight attacked us to get to you. Because of you, Doctor Connors was mutated against his will, the lab was destroyed and we nearly died. As of now, I'm working at the Daily Bugle to help pay for the damages you caused."

"Eddie..." Curtis groaned.

Wolverine replied, "Alright, that's enough. Be grateful the kid came through in the end."

Spider-Man turned around, his back facing everyone else, "No, he's right. I screwed up big time. All of this is on me..." he walked away, "I'll be on my way now."

Following Peter outside alone, Wolverine put a hand on the teen hero's shoulders. "So what's the plan, kid? You gonna go mope about what Eddie said to ya?"

Peter retorted, "I mean... Is he wrong? All this time, I thought of being Spider-Man as some fun adventure with no consequences, I wanted to be with the big leagues like the Avengers, but today I found out my hero lied to me to break them apart and I screwed up royally in my personal life, and before that Doctor Connors and his family suffered because some bad people wanted to get to me. They didn't deserve that, nobody deserves to suffer because of my actions."

Wolverine said, "Want some advice? Shit happens. I've been at this long enough to realize that and grew numb to it. Yer green though, still new to it. You will have some seriously crappy days both in and outta that mask. Yer just gonna have to accept it."

"Gee, thanks." Peter muttered with a roll of his eyes.

"I told ya, I don't half-ass the truth..." he paused, "One day, you'll thank me fer this. What does matter though, is pickin' yerself up. Unlike me, you still have a chance to do that."

Spider-Man shrugged, "Maybe." he smirked, "Does this little speech make us friends?"

Wolverine said, "Not quite. It just means I won't kick your ass next time we meet. Though I will admit I can see what Cap meant when he said he saw potential in ya, whatever that means. If only you can shut that mouth of yers and maybe I'd agree."

Peter perked up, "Whoa. Captain America said good things about me?! That's awesome!"

Wolverine smirked, "I'll let ya figure that one out." he then went back to his usual scowl, "Now go. Don't ya have school or something?"

"Oh crud, you're right!" Spider-Man shouted, making a sprint, "Okay, gotta go! See you next team-up!"

Shaking his head, Wolverine could only say, "Idiot."

As Spider-Man sprinted back to the city, he thought about the past few hours, ‘Okay, hate to admit it, but Wolverine has a point. I can’t mope forever. Not when I have hero business and personal matters to worry about. Huh, I guess being as old as him has its benefits.’

‘But one thing at a time though. First, I have to apologize to Twilight about becoming the Spectacular Ditcher, and then I can focus on bringing down the Big Man’s empire.’

‘And then at some point, Tony and I are going to have a little talk about my time in Germany.’

"No, I lost the signal to the Spider-Slayer!" Smythe said, slamming his fists on the keyboard.

Norman folded his arms at this, "I take it you not only failed in destroying Spider-Man, but failed to retrieve the doctor? Not only that, but you failed twice in the span of a single day."

Spencer closed his eyes and sighed, "Yes..."

Hammerhead replied, "The Big Man ain't gonna be happy about that, ya know."

Octavius gulped, "W-Well, we could always try again. This Spider-Slayer was merely a prototype. There's always room and time for improvement next time."

Norman growled, "Always with the excuses with you, Octopus. The Big Man wanted Spider-Man out of the picture, and you have failed multiple times!"

"I-I still don't like that name, Mister Osborn."

Osborn responded, "Does it look like I care?" he paused, taking observation of Otto's metal harness and the arms attached to it. "..." he mused, "Actually, I still have a use for you in this little deal, but for now we shall return to Oscorp to continue your little experiment."

"Uh, okay?" Octavius answered back.

Author's Note

And with that, the Lizard sub-plot is over. And we’re also one chapter away from finishing the Project: Spider-Slayer arc.

The reason why I put Wolverine in here was to start planting the seeds for an arc later down the road. I don’t want to say what it is yet though, but Peter’s broken trust in Iron Man will play a part.

As for next time: While still thinking about how to make amends with Twilight, Spider-Man is pitted against a foe who claims to be his superior: Doctor Octopus!

Issue #21: Rise of Doctor Octopus

"Yo, Peter!"

That familar scratchy voice made Peter halt in his tracks and cringe. He didn't even need his Spider-Sense to know it was bad news. He sighed at this, 'Okay, yeah, I probably deserve what's about to happen...' he mused in disappointment.

Storming up to him was Rainbow Dash, looking a little peeved at the boy. Parker pretty much knew why. She said, "You know, I thought you were a pretty chill egghead, but letting Twilight down like that? That's kinda low, dude."

Peter said, "Look, Rainbow. I really am sorry about that. Things just kinda popped up at the last minute and I wasn't able to call. I'm actually looking for Twilight to apologize. Do you know where she's at?'

Rainbow folded her arms, "She's really not in the mood to talk to you, Peter. Can't say I blame her. She sounded really upset this morning."

"Yeah, I don't blame her either honestly..." Peter admitted. "So... You gonna beat me up and shove me in a locker?"

"No. I'm upset, but I'm not that mean." Rainbow admitted, "Just... Don't upset her again or I will do that."

"Duly noted, Dash."

Rainbow Dash only nodded and left Peter to his own thing. However, he was met with a palm to the shoulder before he could move, earning a surprised yelp from him. Peter heard a giggle and spotted Sunset Shimmer standing behind him, "Jeez, Sunset... Gotta warn me next time." he whispered.

"Don't you have Spider-Sense to do that?" Sunset said.

Peter said, "It only works on threats, which you aren't. So you come to scold me on being the Spectacular Spider-Ditcher? Because I can't say I don't deserve it."

Sunset replied, "Kind of. I can pretty much guess why you didn't make it." she deduced.

"...Yep."

"Listen, Peter. I'm not as upset with you as my friends, but that's only because I know about your... double-life. I don't get why you won't tell her." Sunset wondered quietly.

Peter said, "To protect her. Too many people know my identity as it is, including the Vulture and Shocker. Her knowing what I do could put her in danger."

"Shouldn't you only be worried about your enemies finding out who you are and not your friends?" Sunset wondered.

"Yeah, but at the same time, I don't want it to become common knowledge." Peter replied.

The girl crossed her arms, "You don't trust Twilight to keep a secret?"

"I do, but--" the boy paused. "It's complicated."

"I'm only suggesting that telling her could save the two of you a lot of trouble. Leaving her unaware of what you're really up to isn't going to end well emotionally. I already told Twilight what I was doing for instance, and I can't see that information hurting her." Sunset added.

Peter raised his arms, "Look, I'll think about it. Right now, I have enough on my plate as it is."

Sunset raised a brow at that, "Like what?"

Lowering his voice so nobody could hear, Peter replied to her, "The Big Man is sending more bad guys after me, and Wolverine mentioned that Iron Man didn't give me the full story when he asked me to go to Germany."

"I see. Just... remember if you need a hand, I'll be ready to jump in." Sunset reminded him.

"Yeah, I figured. We'll have to talk about that at some point. For now, we should probably get to class." Peter dismissed, deciding to leave that can of worms for another time. His mind just wasn't all for debating with Sunset again.

"Yeah. See you soon?" Sunset hinted.

Peter shrugged, "Maybe...?"

"You met Wolverine again?" Ned whispered in class. The teacher pointing at the presentation slide they set up for the students to write notes on. Something that Peter tried to do until his friend spoke.

Peter rolled his eyes and whispered back, "I did, but we can talk about it later? I'm trying to focus."

Later in gym class, Ned asked, "Was he cool?"

"He tried to beat the crap out of me last time we met. He isn't cool because of that." Peter replied. "It doesn't help that he's always so moody and edgy."

"Oh yeah. Sorry." Ned apologized. "...Did you kick bad guy butt together?"

Peter nodded, "Yeah, actually. We fought a giant robot."

"Awesome. So what happened last night anyway?" Ned asked.

Peter exhaled, "Remember that weirdo with the hook and chain? Well, on my way to meet up with Twilight, he shows up in this green scorpion armor. Of course I had to stop him before he hurt someone, and I was really late because of it."

"Dude, that sucks." Ned admitted.

"Yeah, then I went to find Connors. Wolverine and I did just that at least, so last night wasn't a total bust." Peter admitted.

"Okay, yeah that is cool." Ned then said, "I saw Rainbow Dash walking towards you earlier. Did she anything about what happened?"

"She did." Peter answered, "I've probably milked the Stark Internship for too long."

Ned nodded, "Yeah, you probably did."

"...Great. Might as well move on, because I pretty much ruined any chance of asking her out again."

Ned hummed to himself, "There is one thing you can do."

Peter asked, "And what is that one thing?"

Looking around to ensure nobody else was listening, Ned made his suggestion known, "Tell her you're Spider-Man."

Peter rolled his eyes, "Why does that keep coming up? You and Sunset suggested it today."

"Is it a bad idea?" Ned asked.

"That's the thing, Ned. I don't know." Peter responded.

Ned scratched his head and said, "Well, I mean, you're not lying. You are Spider-Man, which is cool by the way, so I don't see the harm in telling her. Trixie, your aunt, and I know."

"I told you before I decided to go put on a costume and fight crime." Peter reminded his friend. "It's a risk I take everyday. I feel bad enough putting you all through that as it is. I'll think about it at least... But I think some space between me and Twilight will be good for right now."

"I get it, bro." Ned agreed.

"Alright enough warmup, time for rope climbing!" said the gym teacher, holding a ball in his arms.

Peter and Ned's eyes went wide once they heard that, "Time for what now?"

At Oscorp, Doctor Otto Octavius trembled as Norman scolded him over the failures of his and Smythe's project. Luckily for Norman, the lab they were in was empty, allowing him to yell. "You incomptent octopus! You had one job, create an army of soldiers for the Big Man to destroy Spider-Man! And you messed up multiple times!"

"I-I'm sorry, sir..." Otto murmured, cringing at hearing that accursed nickname.

As Osborn rambled on, Otto dozed off with his eyes open and ran with his imagination. He pictured a world where his name was known, his science changed the world, and Norman Osborn wasn't able to step on him like doormat. He pictured himself using his metal arms to throw Norman around like a toy as payback for all the abuse he endured. Oh how even picturing it brightened his dour mood.

"Otto!" Norman shouted. "Are you ignoring me?!"

"Uh, n-no, Mister Osborn sir. J-J-Just thinking about what I did wrong again." Otto lied to his boss.

Norman put his hands behind his back and said, "I see... Just get to work, Octopus. That reactor of yours cannot tend to itself. I cannot have weak-minded scientists in this little organization after all."

As Norman walked out, Otto was following him, ready to point out how much he despised that nickname once more, but the door was slammed, leaving Octavius to sigh in disappointment.

Deciding to do as instructed, Otto walked to the fusion reactor he was working on. Octavius noticed that the safety key was already removed, meaning that he was free to tinker with it. He built the arm harness for a reason, and this project was it. He knew that creating this experiment would be a risk, and they all thought he was foolish.

No longer would he be treated with disdain, the name Otto Octavius would be known all around the world once he succeeded. Octavius smiled at these thoughts, knowing that he would no longer have to grovel at Osborn's feet in order to succeed. One day his time will come, that he was sure of.

However as Octavius did his work, a mysterious green figure walked into the lab in silence, placing the safety key into the monitor, commencing the next phase of his plan. An AI spoke out, "Safety key in place. Experiment may now commence in ten seconds."

Otto's jaw dropped once he heard that and turned his head, noticing the door closing behind him. "No! Who's in there?!" with his arms retracted, Otto ran to the door and slammed his fists, unable to open it. "No! I'm in here! Please don't!"

"Five, four, three..."

Otto whimpered as he lied on the floor in defeat, "But I've been good..."

"Two, one..."

Green energy enveloped the room, leaving Otto to scream in pain as he felt the metal of his harness fuse to his skin, the chip he used to control the arms melting within his spinal cord. The room began to collapse on itself as the nuclear explosion continued and ended.

Rain poured all over Spider-Man as he swung around the city on his usual patrol. 'Huh. Now that I think about it, when was the last time it rained? Must've been a drought or something.' he mused. He clung to a building and looked around, noticing the people below looking for cover from the precipitation. "It's crazy down there. Can't blame them. It's terrible out here."

"Hopefully crime can take a break today. The last thing you need is a cold, Parker." Trixie said through the comms. "Hey, with Ned busy, somebody has to make sure you keep yourself healthy."

"Tell me about it. Running around in a skin-tight suit in the cold rain isn't exactly healthy." Spider-Man replied, his lenses narrowing and observing his surroundings.

Trixie replied, "You should get yourself a thicker costume.”

Peter sighed, "Tried that when I was making my own stuff. It didn't look good at all. Ugh..." he shuddered at the memory. He recalled that the suit was extra baggy and could barely fit him.

"I know Rarity. Perhaps she can make you a new suit per Trixie’s request?"

"And have more people know my identity? Not what I need right now. I can make myself one later." Spider-Man dismissed.

"Did I touch a nerve or something, Parker?"

Spidey said, "Not really. Sorry, just thinking about what Wolverine told me last night." he admitted. He still found no trouble below. Good, maybe he was making a difference in the city.

Trixie hummed, "Ah yes, the supposed half-truth of Iron Man. You know, Wolverine doesn't look like someone Trixie could trust. Just ask Iron Man about it or something."

"Yeah, maybe I'm a little hasty about calling Tony a liar. Hopefully he has a good reason for dragging me along into that, because the last thing I want to hear is that I aided in disbanding the Avengers..."

Trixie could only say, "I doubt it. In the meantime you should--"

KABOOM!

Spider-Man spotted a giant green light emitting from the top of Oscorp, covering the entire sky in a bright light. He narrowed his lenses, "Uh... I'll call you back, Trixie. Either something big's going on at Oscorp, or we're being invaded by aliens again."

"Right before my words of wisdom too..."

Spider-Man zipped forward, running on the side of a building, as he spoke, "I'm sure what you were about to say was really wise and motivating, gotta go now bye!"

Peter pretty much knew that whatever was going on, he had to hurry.

Norman walked into the lab Otto was in, while paramedics were already on the scene in hazmat suits. "Mister Osborn--" one of them said to the man in charge.

"Move." said Osborn sternly, removing the safety key from its spot.

Running inside, Norman found Octavius lying on the ground, pieces of ceiling lying atop his back, making him unable to move. "Otto...?" he called out to the scientist. He knelt down and placed his hands on the debris as the paramedics walked in.

"Strange... It looks like the harness somehow fused into his skin. I don't know if it can be removed..." said the doctor.

While they were talking, Spider-Man finally arrived and crawled into the lab, seeing the scene. He only overheard the last part, "What happened here...?"

Norman faced the superhero, "There was untimely activation of Doctor Octavius' experiment while he was in here working. I'm not sure who did it, but I'll be sure he gets proper care and recover."

Lifting the debris off Otto, Spider-Man threw aside the giant piece of the ceiling and knelt down alongside Norman. "Otto..." said the CEO, "Are you alright? Otto?"

Otto twitched on the floor, hearing the voice of his boss. But not what he was saying currently. No, instead all he could hear were the insults thrown at him over the years. All the pain, the mockery, all of it was flashing in his hand. He clawed on the floor and gritted his teeth as all his anger bubbled up at this moment. In a sudden haste, Otto moved one of his metal arms and wrapped the pincers around Norman's body, moving it around so that he was pinned to a wall.

"Silence! You poor excuse of a human being!" Otto shouted.

Spider-Man saw this and webbed Octavius' back, "Hold on there. We just saved your life! I think a small thank you is in order!"

Otto glared at the wall-crawler, "You..." he moved one of his other arms towards Spider-Man. Before Peter could react, a third arm smacked his side, catching him off guard so that the first acting tentacle could grab him and pin him next to Osborn. "I should've known you were behind that accident, Spider-Man. My intellect frightened you, so you decided to do me in. Unfortunately it worked against you. I have been improved, and became one with my harness!"

"Do you in?" Spider-Man growled, struggling to move Otto's arms, his hands pinned down as well, "Buddy, I have no idea who you are or that you even existed till right now."

Otto smirked, "Do not try to play games with me, hero. But if you do nit know me now, then once I finish you, the whole world shall tremble before the name Doctor Octopus!"

"Otto, you're delusional..." Norman pleaded, "Calm down and we can help you."

Doctor Octopus hissed, "Your help? You've done nothing for me! I've had to endure the tedium of constant mockery from my peers along with your annoying insults! But I am not weak anymore! No longer shall Otto Octavius be the world's doormat!"

Spider-Man spat, "Wow. And I thought I had self-esteem issues."

"Find this funny, arachnid?"

"The guy calling himself Doctor Octopus is wondering if I find something funny. Gee, I wonder what I could be laughing at." Spider-Man quipped at his new foe.

"Shut! Up!" Octavius screamed, slamming Spider-Man across the room. However, by doing that, Otto freed Peter's arm, allowing him to web up Otto's goggles, causing him to release Norman.

"Go! All of you! I'll subdue him the best I can!" Spider-Man ordered. Norman and everyone else ran out, leaving Spider-Man alone against Doctor Octopus.

Spider-Man crouched down and backflipped away from Octopus' arms, one hand touching the floor. "You know, Ock. Can I can call you Doc Ock? Anyway, we're both based off eight-armed creatures, maybe we can talk this out at Sugarcube Corner?"

"Do you find yourself funny, arachnid?" Doc Ock asked.

"I like to think so. Usually there's an audience, but I kinda had to escort them out what with all the crazy going on here. Even Goblin sounded less arrogant than you!" Spider-Man retorted. He was smacked by one of Doctor Octopus' arms, causing him to fly out of the room. Peter groaned as he rolled onto his back.

"I like to believe I earned it. Only a man of my intellect deserves such an improvement!" Doctor Octopus gloated, wrapping an arm's pincers around Peter, throwing him out the window. Spider-Man shivered at the sudden feeling of the cold rain. Peter got his bearings and stretched both arms out in front of him, using his web-shooters to shoot a line at the wall. He lightly swung himself towards the side of the building.

'Okay. This isn't going well. I need a game plan to take down Doc Ock before he hurts Norman.' Peter thought.

Octavius stood at the edge of the window, "Come on out, Spider-Man! I predicted that you did not die from that fall! Now come and face your superior!"

Suddenly, two lines of webbing attached to Otto's shoulders. Looking down, he saw Spider-Man standing on the side of the building, hid hands gripping around the substance. "Wow, Ock. I thought you were a genius. You should know better than to stand outside the broken window." he then yanked down and jumped, pulling himself closer towards the now descending Octopus.

Spider-Man delivered a punch to Octopus, which was responded to with a smack with Ock's metal tentacles. Peter grabbed one of the arms and kicked Doc Ock in the stomach. This gave him a moment to breathe and shoot a webline back to the Oscorp building. Using his momentum, Peter swung in its direction and slammed Doc Ock on the surface of it first, creating a small dent. Otto got his bearings and used one of his arms to pick Peter up. "Wow, Ock. With how much you use these, it feels like you're a fan of... well, you know..."

"Enough with the quips!" Octavius screamed.

"Sorry... It's just what I do best!" Spider-Man said, webbing up Ock's goggles again. Peter delivered a right hook while Otto tried to yank off the material. Once he did, he retaliated by throwing Spider-Man off the building, "You know, Spider-Sense. It'd be nice if you could react for me one of these days!" he scolded his brain.

He watched Octavius used his metal arms to crawl down the building after him. Peter web-zipped forward and ran down the building. "Yikes!" he yelped, taking a step to the side once he felt his Spider-Sense go off, dodging one of Ock's arms.

Finally, Peter arrived onto ground level and hopped. "Everybody get out of the way now!" he warned. Then Doctor Octopus jumped down and smashed the top of a car.

"My car!" someone screamed.

"It doesn't matter!" Spider-Man shouted, "Just go!"

Doctor Octopus threw the car at Spider-Man. The wall-crawler shot as much webbing as possible to entrap it within a net to not only save himself, but the people making an escape from the scene. Octavius lashed an arm out at Spider-Man, the webslinger leaping over it and smacking it down with both of his palms. However, one of the other arms managed to grab his leg and slam him on the ground. He muttered out quietly, "My face..."

Hanging him upside down, Octavius glared at Peter, "It's a futile effort, Spider-Man." he declared, "With my exo-harness, I can never tire. Now bow down to your superior at last."

Spider-Man spat, "Yeah, keep talking. It's not gonna matter once I web you up like all the other baddies." he webbed up Ock's two remaining arms and yanked Otto's shoulders, using his free leg to kick himself free once he yanked the mad scientist closer to him.

Peter got to a knee once he landed, wondering how he was going to take down Doctor Octopus. 'Okay, think, Peter. This guy is a supposed genius, but he uses metal arms. It doesn't look to be made of Vibranium or whatever Black Panther's suit is made of, so it should be easy to turn off or remove its power source.'

The scientist lashed out once again, trying to pin Peter down. But Spider-Man webbed up the arm and flipped over Ock saying, "Yoink!" once he got the ground, he threw Ock over him, causing him to land in a puddle. His arms shorted out for a moment, but it didn't do much to deter Ock's precise movements.

Peter noticed that Ock was throwing more objects at him. He did his best to web them down, ensuring that nothing could hurt the currently escaping bystanders. Doctor Octopus took notice of this and smirked, "Ah, I understand now."

"What?" Spider-Man asked.

"You're like who I was once was; weak. You cannot dare to see the innocent get hurt." as he said this, Doctor Octopus grabbed a man and a woman in his metal arms, tightening them in their tight grip. "Such a fatal flaw. Looks like I found your undoing, Spider-Man."

Spider-Man growled, "Let them go. This is between me and you. Nobody else needs to get hurt."

"If I wish to eliminate you, then I must resort to this." Octopus admitted.

Peter thought quickly, 'Hm... I think I can do something about this.'

Spider-Man then said, "Hold on there, Otto. Don't you want to prove that you're superior to me? You won't be that if you fight dirty!"

"What are you blabbering about, child?"

Crossing his arms, Spider-Man continued, "I'm just saying, Octavius, a true man of your intellect shouldn't have to resort to pragmatic combat. If you find yourself so high and mighty, you wouldn't need to shield yourself with innocent people and can very easily take me on mano a mano, right?"

Listening to his nemesis, Otto pursed his lips, wondering if he should truly listen. "Very well. If I wish to best you as your superior, then I will fight with honor." he decided, putting down the bystanders and allowing them to run.

With a quiet chuckle, Spider-Man dodged one of the arms Ock lashed out and grabbed it while he leaped, throwing Otto underneath him. The wallcrawler punched the floor as he landed, noticing Doctor Octopus using his harness to stand back up. "Is that all you can do, Spider-Man? I expected much more from a hero of your supposed caliber."

"Jeez, Ock. All this belittling. Maybe you should see a therapist about your anger-- Oof!" Spider-Man grunted, getting slapped in the face by Otto's tentacles. He was then pinned onto the floor, arms and legs unable to move because of Octavius. "Okay, I get it. You have metal arms. In this case, that's totally not awesome! You stop one punch and suddenly everybody with metal arms have a vendetta!"

Peter was then raised up and down repeatedly, hitting the ground mutiple times. At one point he was even flipped around and tasted concrete. He groaned and struggled, but Ock's pincers remained too strong for him to break at this point.

"All your quips will do you no good, Spider-Man." Ock declared, raising the teenage hero upwards once more vertically, the boy's head lowering. "It is time you see that Doctor Octopus reins triumphant!"

Raising his head tiredly, Spider-Man looked at Ock's harness and hatched another idea, saying, "There's something you should know, Ock..."

Doc Ock smirked, "And what is that?"

"That like you, I don't tire!" Spider-Man shouted, moving his wrist and activating his web-shooters so that it could hit Ock's shoulders. With a powerful yank, Otto slipped and released Peter accidentally. "Yep! Just a simple superhero comeback."

Spider-Man stood atop of Ock's body, webbing up the claws of the four tentacles trying to get him. "And guess what? As expected, I realized your little gloat about never getting tired was all bark and no bite. Your exo-harness is most likely a very polished prototype, and so..." he webbed the cylinder on the harness strapped to Otto's wrist and pulled it towards him, gripping it. "Your tentacles run on a power source, one that was going to run out soon enough anyway. Without this, you're nothing but a common goon wearing a weird strap."

"No... My energy source... I am your superior..." Otto grumbled, trying to reach for it. Spider-Man swiftly webbed up Octavius' arms and legs, then his goggles again for good measure. Then he punched him in the face, knocking him uncouscious.

"That's enough out of you."

"Spider-Man!"

Peter turned to find Norman running to the scene, "Mister Osborn? Are all of you alright?"

"We are, thanks to you of course. I apologize on behalf of Doctor Octavius. I believe the accident he was caught in scrambled his brain." Osborn said.

"No need to explain that part. Any idea on how that happened?"

Norman replied, "We checked all surveillance and found nothing."

"...Interesting." Peter muttered. "...Normally I'd ask for a pen and note, but it'd get soggy in this weather." he sneezed, "Yep, I should probably get to shelter. Stay safe, Mister Osborn. Don't worry about Ock, he's all tuckered out."

Spider-Man swung away to go back home. Unknown to him, a strange figure clad in an orange and purple hoodie managed to watch the aftermath of the battle saying, "Looks like you didn't need my help this time. Oh well."

Peter finally arrived back to the apartment, taking in the fact that he's no longer getting drenched in rain. He shuddered, ready to take a shower and go to bed. However, he noticed it was more quiet than usual on this night. "...May?"

Curious, he opened his bedroom door and found his Aunt May sleeping on the table, clearly exhausted. All around the table were newspapers, ads and the like. Peter felt a twinge of guilt in his stomach.

All this time, he's been out there going on adventures and fighting bad guys as Spider-Man, and he hadn't even thought about helping May financially. To think that they're potentially going broke without Uncle Ben around to help reminded Peter of what he promised. He promised to step up, and it was time he told himself to do just that.

Curious on what he could do for work, Peter picked up one of the newspapers and looked over the articles. Eventually something did catch his eye: the Daily Bugle was looking for photos or videos of Spider-Man for their news program. He remembered his vlogging when he was down in Germany and how it turned out. Maybe he could use that to help, even if it is small.

Luckily he was done homework, so he could very easily set up a way to get some footage of his alter-ego in action to show tomorrow. Deciding to prepare, he put the paper down.

However, he was so focused on the Daily Bugle job listing, he failed to check the headlining article, which was about a mysterious new vigilante appearing in the rooftops, one who would look awfully familiar to Peter if he noticed.

Author's Note

And with that, the Project: Spider-Slayer arc is finally over. Obviously, there’s more in store for Doctor Octopus and that “mysterious vigilante”.

But now we can begin the next arc at last.

Next Time: A new villain named Mysterio is currently holding a bank hostage, with Spider-Man not around at the moment, the Solar Eclipse decides to step up to stop him.

Issue #22: The Solar Eclipse

It was a normal business day at the First National Bank of Canterlot. People were lined up in an orderly manner and were around to make the usual transaction or withdraw from their accounts, whether it be for personal or business reasons.

Well, it was a normal day until purple smoke emerged from the vents and windows. The people coughed and got to their kness, the strange gas being too much for their lungs. They collapsed, trying to see what was going on. Nothing was seen at first until suddenly, a swarm of snakes appeared on the ground. Everyone jumped in shock and was pushed to a wall out of fear of being bitten.

The doors bursted open, and more smoke appeared in the bank. A person wearing a purple cloak stepped inside, his fishbowl helmet concealing his identity. He curled his metal gloved hand into a fist. Everybody stared in awe at the costumed stranger making their entrance.

“It appears my entrance has intimidated you all. I do not blame you.” the stranger spoke. With a flick of his wrist he brought everyone onto their knees through some unknown force.

“W-Who are you?” someone managed to ask.

“I am... Mysterio!”

A lone figure ran across a rooftop, hoping to remain unseen. They thrusted their wrists down, covering their hands in a dark red aura. The figure managed to propel themselves into the air by creating a beam of sorts from their palms and leaped, landing on the next building over. A levitation spell wouldn’t have been worth the effort, they mused as they landed on a knee.

Worn out from moving for so long, the figure pulled down the hood over their head, revealing their long yellow and red hair. Sunset Shimmer panted. She had been at this ever since she left school. So far, her use of Equestrian magic was growing ever more and she was grateful the purple and orange costume Rarity made her could disguise her perfectly, especially her hair. It certainly helped that she wore a domino mask over her eyes, concealing her identity even more.

Sunset sighed, grateful that nothing major was happening. She didn’t know if she was ready for anything beyond basic patrol, but she knew that if something was wrong, Peter would probably handle it. She told Twilight she’d lay low on actual crime-fighting until she spoke to Spider-Man. And luckily, she pieced that mystery together so reaching out to him was easier than Twilight would expect.

And as if the universe heard her thoughts of trouble, she glanced down and saw police cars gather around a bank across the street. Curious, she crouched down and watched the scene unfold. Through the window she could see a man wearing a fishbowl helmet holding a group of innocents hostage. She looked around, “Okay, Peter should be here any minute now then.” she paused, “Any minute now.”

She continued watching what was happening below for a few more minutes and heard the costumed individual speak through the opened doors, “Do not dare come in lest these people feel Mysterio’s wrath! I wish to face the hero known as Spider-Man!”

Still no sign of Spider-Man anywhere. She turned her head and muttered, “Oh boy...”

‘What should I do then? I can’t stand around while ‘Mysterio’ demands Spider-Man. And I can’t just wait for him to show up. What if he gets bored and decides to hurt everyone in there?’ Sunset thought while she stood up and sighed, ‘Looks like I have to jump into the frontlines sooner than expected.’

Using her magic, the girl used a faux levitation spell to make her way around the building, eyeing each of the officers standing around and coming up with a way to stop the crook. Sunset snuck around and found a back door. She flicked her palm and shot out a small sphere to unlock it. She stepped inside as quietly as she could and decided to formulate a plan. Protecting everyone was her biggest priority and then see needed to find a way to incapacitate this Mysterio person.

Mysterio huffed, “It appears the Spider has refused my challenge. Such a shame. I grow weary waiting with the bait. I might as well send a message.”

“A message that you look ridiculous in that helmet?”

Mysterio turned around, “Who dares insult Mysterio?”

Sunset stood behind the villain, arms crossed and a confident smirk on her face, “The Solar Eclipse.”

The crook merely laughed, “Oh, a new do-gooder. How interesting. You may not be Spider-Man, but you will have to suffice as a challenge. Perhaps destroying you will prove my thesis.”

Raising a brow, the Solar Eclipse asked, “What thesis?”

Mysterio opened his palm and shot a sphere of electrcity at Sunset, “That you heroes shall tremble before Master the Arcane Arts!”

Placing her hand out, Sunset created a red barrier in front of her, nullifying the sphere. “Funny. I know a thing or two about magic myself.” she looked at the hostages surrounded by snakes, “I’ll do something about that soon.”

Mysterio gasped, “What?!” he caught his sudden attitude shift and cleared his throat, “Very well, I see have have a greater opponent than I anticipated. But the result will be the same.”

Throwing down a pellet, the room began to cover itself in purple smoke once more and the costumed crook no longer present where he was standing. The Solar Eclipse looked around, wondering where Mysterio vanished too. Suddenly, she felt electricity course through her body and collapsed, Mysterio standing before her. She grunted in pain as Mysterio spoke, “Ah. You are quite unruly it seems. I expected more from you.”

Sunset raised an arm and shot a beam of magic from her palm, forcing Mysterio back. The girl stood up and said, “You just got lucky there.”

“Did I now?”

More smoke covered the floor and Sunset looked around, once more searching for Mysterio. She saw the fishbowl helmet appear in front of her and attempted to punch it. However, she recoiled her now aching hand back. “Ow, ow, ow...” she murmured in pain, realizing that punching was harder than it looked. Seizing the opportunity, Mysterio opened his palm and the Solar Eclipse suddenly found her body weakening and she collapsed to her knees, “W-What did you do...?” she weakly asked as she struggled to stand.

“That will remain a mystery to your grave.” Mysterio answered, revealing a blade.

As he lowered his sword, a red bubble suddenly surrounded it, rendering it useless for Mysterio. The Solar Eclipse managed a smirk as she got the strength to put it down. Even she was surprised she did that. Mysterio hummed, “Your will is stronger than I anticipated, but it matters not, for Mysterio will put you down like the pest you are.” he admitted.

Sunset mustered the will to stand once more and shot a beam from her fingers, knocking Mysterio into a wall. The Master of the Arcane Arts grunted while he levitated himself upright again. He tried to strike her with a magic sphere, but Sunset blocked it with a barrier. The new hero attempted to push it forward to strike back, but her magic didn’t pull through, fading from her fingertips momentarily. “Oops.” she whispered.

“Ah, still a rookie in the art it seems. I assume the other spells you attempted were merely flukes? Perhaps you aren’t the opponent Mysterio wanted to face.” Mysterio taunted.

The villain opened his palms and emitted more smoke to cover the room. The Solar Eclipse heard hissing, noticing the snakes getting closer to the innocents. And although she couldn’t see Mysterio, she was still able to hear his voice.

“You have a choice, Solar Eclipse. Save the hostages and let me free or risk their lives to catch me.” Mysterio said. “You better choose wisely.”

Without even thinking, Sunset used her magic to entrap the snakes in a field before they could so much as hurt the hostages. However, she accidentally threw them aside harder than she anticipated, making them crash into a wall. What the Solar Eclipse didn’t expect however, was the sound of metal clanging. Curious, she knelt down and grabbed one of the snakes, noticing sparks emitting from its body. ‘Robots?’ she questioned. ‘Why would a supposed Master magic-user like him use robots?’

She brought all the robot snakes into a barrier and smashed them all to bits, allowing them to combust in her red bubble. She raised a brow, ‘Unless he isn’t actually a magician.’ she deduced. ‘Everything he used was all smoke and mirrors...’ shaking her head, she faced the innocents, “You’re all free to leave. Is anyone hurt though?”

“Thanks to you we aren’t. Thank you so much.” one of them said.

“Great to hear.” the Solar Eclipse replied, leaving the police to clean up the mess as she went after Mysterio.

Then Sunset ran out the back hoping to catch Mysterio’s trail. The hero was unable to find anything. No clues or anything. It was almost like he was a ghost. Annoyed, she rubbed her head in disappointment, “Damn... He must’ve used cloaking tech.”

She needed some help. Maybe it’s time she met with Spider-Man at last.

‘Hopefully these are enough.’

Peter finally walked into the Daily Bugle, photos of Spider-Man fighting some muggers and swinging around on his phone ready to be shown. After explaining himself, he went in the elevator and once the door opened, he could hear the scratchy voiced ramblings of an older man from where he’s standing.

“Oh boy...” Parker muttered.

Mustering his courage, Peter walked into the office and was greeted by an old man with a flatop haircut and a thin mustache. He pointed a cigar at the boy, “You. What are you here for? And make it quick, time is money.”

“I, uh, I’m here for the ad. Mister...”

“Jameson. And yeah, I thought you sounded familiar. You called about the offering earlier. Show me what you have.” Jameson said.

Peter offered Jameson his phone and he went through the photos he had of Spider-Man, “Hm. Not bad, kid. I’m surprised you have clear photos of that masked menace.”

Peter blinked, “Menace? He’s a hero.”

Jameson gritted his teeth, “Guy like him? Wears a mask, he’s put lives in danger time and again, and has caused a boatload of nutcases to come out of the woodworks. He’s most definitely a menace. BROCK!” the sudden shift in voice tone made Peter jump in his spot.

A familar blonde man walked into the office, “Yes, Mister Jameson?”

His boss gestured for him to walk inside, “Come here, Brock. This kid has given me better photos of that wall-crawling weasel than you. Maybe you can learn a thing or two from him.”

Brock raised his head and looked at the kid, “You?”

“Oh, uh, hey Mister Brock. I forgot you worked here.” Peter apologized.

“Alright, that’s enough outta this reunion. Get back to work, Brock.” Jameson ordered, “I need an article on the Iron Fist done yesterday!” At that, Brock left the office, leaving Peter and Jameson to converse as the older man handed the teen back his phine, saying, “Nobody’s gonna want these photos today, kid. There’s a new hero in this town that needs investigation.”

“What? But you said—“

Raising a hand, Jameson said, “I know what the ad said, but Spider-Man isn’t gonna sell us papers today. People are now looking at the new masked weirdo in town.”

“Who?” Peter asked.

Jameson handed him the paper from the day before, “She apparently calls herself the Solar Eclipse. We just got word she foiled a bank robbery from some wannabe called Mysterio. Tell you what, I’ll pay you double the ad if you can get me a photo of this new menace. Prove your worth here, kid.” he offered.

Taking a closer look at the blurry photo on the paper, Peter swore she looked familiar. After connecting the dots, he thought, ‘Are you kidding me?!’

Author's Note

The Solar Eclipse arc has begun. Sunset’s officially starting her journey to be a hero alongside Spider-Man, but Peter’s gonna have a little chat with her first though. And yes, Mysterio’s gonna be coming back for revenge soon enough.

And I hope I wrote Jameson well. He’s such a fun character.

Next Time: Peter and Sunset discuss the latter’s preparation to be a vigilante before their new partnership is tested by the arrival of Sergei “Kraven” Kravinoff, who wishes to hunt Spider-Man.

Issue #23: The Hunt Begins

A few days ago...

A helicopter landed at a helipad outside Canterlot City at the earliest hours of the morning. A man wearing a lion-print vest stepped onto the floor. He sniffed the air and took in its exotic scent, “The urban jungle. Quite a phenomenon.” he said to himself. The city was quite new to him, after all, he spent most of his life in the jungle. Hunting, surviving. It was thrilling for him, and so even he couldn’t refuse an offer like this.

He was greeted by Hammerhead, who cracked his knuckles, “Sergei Kravinoff. I believe you got our little offer?”

Sergei nodded, “I did. What is this about a new prey?”

“He’s a man with the properties of an arachnid: The Spider-Man as he’s referred to.” Hammerhead explained, “I believe he would suffice as an interesting challenge for you?”

“But why come to me?” Sergei asked.

Hammerhead replied, “You have a knack for catchin’ prey. In exchange for getting rid of our little bugman problem, we’ll make it worth your while.” he showed Sergei a briefcase and opened it, revealing a large stack of money inside. Sergei waved a hand to dismiss it.

“I will not accept monetary rewards. The thrill of the hunt will be my reward.” Sergei assured, “But I will catch this Spider-Man, Kraven the Hunter will be sure of it.”

Now...

Peter, Ned and Trixie were walking out of school another day wrapped up. The three of them conversing over what was coming up for them as usual.

”Trixie has great news to be shared with all!” Trixie boasted.

Peter rolled his eyes and smiled, “And what is this wonderful news, Trix?”

“I‘m going to Quentin Beck’s next show.” the girl answered.

Ned said, “Nice, when is it?”

“Friday night.”

Peter scratched his head, “Beck... everytime you mention the name it sounds familiar. Wait, I remember now. He was one of the acts at the studio I worked in during the Spider-Man show days. Yeah... I wasn’t too impressed.”

“That is because you do not have an appreciation of art, Parker. Beck’s tricks and illusions are acts I have been inspiring to me since childhood.” Trixie said.

“Yeah, Pete. Show some respect for true culture. And she makes fun of us for liking Star Wars. His lack of talent is probably why is acting career never took off.” Ned joked with a smirk.

Catching Ned’s comment, Trixie gasped as though she was offended, “The film industry couldn’t see his genius and vision. This is weird to hear coming from the same people who shilled the Avengers at every moment.”

“Yeah, you have a point.” Ned admitted.

“Fair.” Peter said as well. “By the way, how is Dr. Connors, Ned?”

Ned smiled, “He’s doing way better. They’re still rebuilding what the giant robot tore down, and Eddie’s been appearing less often so he can focus on the Daily Bugle to help pay for the repairs.”

“Oh yeah, I had a run-in with him yesterday. He didn’t look to happy. Jameson is a huge jerk though.” Peter admitted.

Ned chuckled, “You should’ve seen the articles. He pinned all those random supervillain attacks on you.”

Peter rolled his eyes, “Of course he did. And now he has a new target for his rants: The Solar Eclipse.”

Trixie said, “Sunset Shimmer, I presume? I imagine you’re gonna have a little chat about her little hero phase.”

“We are.” Peter assured.

“I don’t see the problem. It’ll be cool having a partner. I just wish I had the tech or whatever to do it.” Ned admitted, “I could be like the Spider-Lad and Trixie could be... Something Sorceress.”

Trixie crossed her arms, “Trixie would leave the heroing to Parker.”

“Thanks, Ned. I’ll mentor to you in the slim chance you get the same exact spider-powers as me.” Peter said, “I think Canterlot can barely handle one Spider though.”

Ned sighed, “I guess. So what’s the plan when you meet the Solar Eclipse?”

Peter replied, “Try to talk her out of this.”

“What were you thinking?!”

Earlier that day, Peter had told Sunset to meet him on the roof of Sugarcube Corner in costume so they could talk. Sunset had told him about her brief encounter with Mysterio, and how he used tech to hold a bank up. But Peter wasn’t hearing it right now, which was surprising for the girl, “You randomly decide to play vigilante, stick your nose into business where it doesn’t belong, and nearly get yourself hurt. You forced me to reveal my secret identity to you and now here you are dressed up and putting your life at risk. Heck, what was I thinking? Even I encouraged it for a bit. This whole thing is a mistake.”

Sunset crossed her arms and spat, “What was I supposed to do? Let those people get killed by Mysterio? If you recall, I told you he wasn’t in a waiting mood and was getting ready to off them one by one before I stepped in.”

“Then let the police handle it! You’re not ready for this.” Spider-Man replied, pointing an accusing finger at the Solar Eclipse.

“His tech would’ve overwhelmed them and killed them. And since when can you decide when I’m ready to do this?” Sunset asked.

Peter hissed, “Since you left me no choice but to reveal my secret to you. What is your sudden fascination with playing hero all of a sudden anyway? You weren’t this nosy when I left with the Avengers, but now suddenly you want to be the newest crimefighter and want me to help you for some reason.”

“The Friendship Games.”

Raising a brow, Spider-Man asked, “What about it? What was so bad about it that you decided ‘hey, I wanna go out and put an end to crime’?”

“...It reminded me of how much I screwed up this world...” Sunset admitted.

Spider-Man reminded her, “All those incidents remained in the school. You can remain as Canterlot High’s protector or something. There’s no reason to put so much pressure on yourself.”

Sunset continued, “Reality almost collapsed, Peter. Because of the Equestrian magic I brought to this world, this dimension was nearly wiped from existence. I saw my homeworld and actual Equestrians through the cracks when that should never be the case. I grew paranoid after that, the Sirens suddenly regained their magic, who was to say some other banished Equestrian threat didn’t show up like that as well? Who’s to say there isn’t someone out there with the power to wipe out reality like on what happened during the Friendship Games? I want to be prepared for when that day comes.”

“Then let the Avengers handle it or the X-Men take care of it. You shouldn’t have to do this to yourself.” Peter told her.

“Then why are you out there, Peter?”

Peter huffed, “I told you: To protect the little guy and to make sure no one loses a loved one like I did Uncle Ben. My ego grew and he paid the price for it. If someone dies under my watch, then it’ll be on me.”

“My ego got big too. I wanted to prove to Princess Celestia that I was cut out to be princess, but...”

“Princess Celestia?” Peter muttered under his breath, but Sunset didn’t hear it.

Sunset continued explaining, “But I ran away like the angry child I was and came here. I became a terrifying she-demon and nearly conquered the school. I wanted to expand to the world at the some point. But I saw the error of my ways, I was given a second chance. And I want to make the best of it.”

Spider-Man replied, “Okay, I kinda understand. You want to make up for what you did. I know about that more than you think. But why choose crime-fighting?”

“After the Friendship Games, I noticed that I felt odder than usual. Stronger? I accidentally pushed my alarm clock with magic one morning and realized what happened. Whatever happened that day, I must have regained my unicorn magic from Equestria somehow. I wanted to prepare myself for any future threats to this school. Then I realized how crazy the world was outside of Canterlot High. Superheroes and supervillains are showing up more than ever. I wanted to make a difference, but I already told you this.” Sunset added.

Scratching his head, Peter wondered, “So you just want to do good? But why start now of all times?” he paused, ‘I should’ve just left you alone once I met with Daredevil and Punisher. I probably encouraged her. Bad move on my part.’

Sunset sighed, “When Gargan attacked Sugarcube Corner to challenge you, I didn’t know what to do. But I wanted to do something. It was a reminder that my friends could be put in the crossfire of a non-Equestrian threat. Then the Green Goblin attacked. After that, I better honed my powers to where I’m at now to prepare for events like that happening. I’m sorry, Peter. For everything... For being a nuisance to you and for making you reveal your identity... I just... I guess the idea of doing good got to my head. You have every right to be upset.”

Peter rubbed his head, “Look, Sunset. Despite the whole identity thing, I can tell you only want to do the right thing. I’m upset because I feel like I encouraged you to do this when you didn’t have to, and if something were to happen to you, then that would fall on me.” he sat down, “...But I had thought about your offer for a while. If we’re going to be partners and I become your ‘mentor’, then you have to follow my lead at all times.”

Sunset smiled and asked, “Wait, really?”

“I tend to give second chances. Just don’t make me regret doing this, please.” Peter pleaded.

“You have my word, Spider-Man.”

Spider-Man added, “Oh yeah, I feel like I should mention that the Daily Bugle wants pictures of you and me for their articles and I really need that paycheck.”

Sunset shrugged, “Alright then.”

Sergei stared into the nightsky of Canterlot City, awaiting his prey. He pulled out his binoculars and saw a figure in red and blue swinging from roof to roof. What also caught his attention was the hooded girl flying right behind him, a small blur of red following her flight path. A new ally, the Solar Eclipse he recalled, but she would not hinder his plan in the slightest.

“There you are, Spider. Very soon you will be Kraven’s next and greatest trophy.”

He watched him, analyzed his style and prepared himself. Today was the day of the hunt. The day he captured his best prey. He grabbed a blowdart and aimed his primitive weapon at the billboard Spider-Man. He exhaled and the dart shot out. Spider-Man leaned back from the dart and looked in the direction where it came from, seeing no one. The Solar Eclipse asked, “What the heck was that?”

“No clue.” Peter said, “Just keep your guard up. Someone’s already after us. Ugh. Just when I wanted a break.”

His Spider-Sense went off again, prompting Peter to act on instinct and backflip away from more darts being shot at him. He groaned, “Okay, seriously? Who’s doing this?” he faced Sunset, “Stay here.”

Before she could even respond, Peter jumped a building over and was greeted by a man wielding two blades, who immediately lashed out at him, forcing Peter to dodge, “Okay, who are you supposed to be? A Blade wannabe? Gotta say, you have the sword wielding down, but not the look. He wouldn’t want you as a sidekick.”

“I am Kraven the Hunter. Your greatest trial.” Kraven declared, slashing downwards, cutting Spider-Man’s suit when he moved back.

Peter yelped, “Yikes! If I had a dime everytime I heard that claim I’ll be richer than Tony Stark. What have I done to you anyway?”

Kraven smirked and said, “You will be a challenge. That is all I seek.”

“Yeah, alright.” Peter sighed, “Listen, Kraven. I’m not in the mood for games today. So I’ll just—“

As Peter spoke, Kraven threw a sphere at the wall-crawler, the object exploding and entrapping the hero in a net while he flipped to avoid it. Spider-Man fell to the floor and landed on his side, struggling in the net. “I have planned this encounter, but I must admit I did not anticipate your tendency to talk. You lack finesse, almost like a child.” he raised one of his blades and watched Spider-Man squirm in his trap, “Like the net, no? I have made it from the finest material known to hunters. Strong enough to hold back an elephant.”

Pressing his fingers down, Spider-Man managed to web up Kraven’s blade and pull his hand forward, making him drop it. “Heh. Luckily, I’m not an elephant.” he said.

Kraven said, “Ah. You are more formidable than I thought. You will make a fine trophy.”

Spider-Man gagged in response and tore apart the netting, “Uh, no. I’m not some prize.” he told the hunter. Peter flipped to his feet and slid on the roof. Kraven held out a boomerang and threw it, the web-slinger ducking underneath it. He turned around and caught it once it came close enough. His Spider-Sense tingled and suddenly he found himself caught by yet another trap, delivered by Kraven from behind. The hero was unable to move once more. “What the-?”

“You like? I am well aware of your... unusual senses.” Kraven revealed, kneeling down at the spider.

Sunset watched the fight from the billboard and realized that Peter could use her help. She rubbed her head, “But I also told him that I’d listen...” she muttered, gazing back to Peter, who managed to kick Kraven and used his agility to push himself back onto his feet. She noticed that the hunter had another blade ready, and Spidey was putting himself at risk while still trapped. With a flick of her wrist, she trapped the weapon in a red aura and flung it to the other side of the roof away from Kraven’s grasp. Peter backflipped and drove his leg to the hunter’s chin and broke free, web-zipping away from Kraven towards Sunset.

“What are you doing?” Spider-Man asked.

The Solar Eclipse answered, “Helping you. You looked like you were struggling out there.”

“I had it covered. Trust me, I’d rather you not get put into this guy’s crossfire.” Peter said.

Crossing her arms, Sunset wondered, “You said we can be partners. As partners, I think that involves watching each other’s backs.”

Spider-Man added, “But as your mentor, it’s my job to keep you safe. I was hoping you can start small and work your way up to encountering my ever-growing rogues gallery.”

“So you think you’re babysitting me? I can fend for myself, Spidey.” Solar Eclipse chided.

“I know you can— Look, we don’t have time for bickering. Kraven’s over there coming up with ways to take me down. I told you, while we’re partners, I’m responsible for anything that happens to you.” Peter felt his Spider-Sense go off again, but Sunset created a barrier around them, shielding them from a lone arrow. “...Oh yeah. Thanks for that.”

“Told you.” Solar Eclipse bragged.

Peter said, “Alright now.” he webbed up Sunset’s feet, “Just let me handle this nutcase and then we can talk about our teamups.” he assured, leaping back to deal with Kraven. The girl fumed, annoyed at Peter’s stubbornness at working alone.

“I wonder why he agreed to mentor me in the first place...” Sunset whispered.

As Spider-Man leapt, Kraven jumped and tackled him, pinning Peter back to the building where he came from. “Okay, did you take steroids, Kraven?” Spidey asked before elbowing him.

“No, I am merely one with the jungle.” Kraven bragged, holding up Spider-Man and throwing him. Peter grunted as he smacked the billboard and fell on his face. Kraven leaped and stepped on his back before rolling over.

“My everything...” Peter muttered.

Sunset was busy removing the webbing. With her magic, she managed to remove the substance and threw it onto Kraven’s face, blinding him for a moment. She helped up her friend, “Now will you let me help?”

Spider-Man said, “...Yeah... Sure... ow...” he grunted while standing up. He shook the cobwebs out of his head, “Fine. Looks like we’ll be skipping a few lessons and jump right into Supervillain Beating 101.”

Yanking the substance off his face, Kraven said, “Having a partner will not keep you from being hunted, Spider.”

Sunset asked, “Think we can work together, Spider-Man?”

Peter crouched down, “If you’re willing to, Solar Eclipse.”

Kraven lunged after the heroes. Spider-Man zipped to the billboard and allowed Solar Eclipse to smack the hunter’s face with a magic sphere. The hunter ducked down and grabbed his fallen arrow and threw it at Peter. The wall-crawler jumped down, but not before the projectile ripped a part of his costume, revealing underwear with horses on them. Sunset blinked in confusion at Peter, “Okay. The pony underwear was half-price and does not reflect my macho status.”

“Sure it doesn’t.” Sunset laughed.

Focusing back on the fight, Peter and Sunset leaped from the roof of the building into an alleyway where Kraven followed with precise jumps off the walls. “This guy must be part animal or something. Was he bitten by a radioactive hunter?” Spider-Man asked.

Solar Eclipse threw a sphere of magic at Kraven, which knocked him back to a wall. The hunter got his bearings and tackled Peter, slamming him onto a parked car, denting its hood. Sunset yanked him away and made him fall on his back. Peter grunted and noticed the crowd watching the fight. Kraven lashed out and tried to punch Peter and Sunset. The two of them dodged and blocked his attacks with ease.

Kraven tried to kick Spider-Man, but the wall-crawler deflected it with his own leg. He tried to swipe Solar Eclipse, but she shielded herself from him. Peter grabbed Kraven’s fist and said, “You don’t get it, do ya Kraven?”

The hunter tried to go after Peter, but Sunset used a barrier to shield him from another punch. Spider-Man broke through the barrier and decked Kraven in the face. Kraven then threw a boomerang at Sunset, but Peter caught it with his webbing and threw it to Kraven’s chest, knocking the wind out of him. “What do I not get, Spider?” Kraven wheezed.

“That at the whole hunting thing, you might be the best...” Spider-Man admitted, webbing Kraven’s arms together as Solar Eclipse held him still, “But when it comes to the urban jungle?” he leaped forward and uppercutted the hunter before adding on with Sunset throwing him aside, knocking him unconscious. “You were way out of your league.” Spider-Man webbed Kraven’s unconscious body to a lightpole.

The heroes went to the rooftops to wait for the police. As they were waiting, Spider-Man raised a hand to high-five Solar Eclipse. “Score one for Spider-Man and the Solar Eclipse.”

“So now you want to be partners and not pretend to be a glorified babysitter?” Sunset asked.

Peter shrugged, “Yeah, I admit, I was a little stingy. I’m not exactly used to working with anyone else, but you proved yourself out there. It’s nice having someone watch my back on the frontlines. From now on, I won’t bench you unless things get really dangerous. Now come on, don’t leave me hanging here.”

“Fine.” Sunset replied with a smile, and returned the high-five. “So how are we handling this?”

“If you’re up for it, we can meet up afterschool. I’ll have to link you up with comms so you can speak to Ned and Trixie, they’re my mission control and when it comes to solving mysteries, I can always trust those two to pick up the clues. So... I officially welcome you to Team Spider-Man, Sunset.”

“It’s a pleasure, Peter.” Sunset replied.

Peter asked, “So... ready to get a few snapshots for the Daily Bugle?”

Sunset nodded, “I’ll be right behind you.”

“Awesome!”

‘Jameson is a jerk.’ Peter thought, climbing back into this apartment. ‘Luckily he kept his word and doubled the check he was originally going to give me. May can use the financial help.’

Taking off his costume and putting on some spare clothes, Peter walked into the dining room, where his aunt greeted him, “Peter? You took longer than usual tonight. I was ready to call you.”

“I’m fine, May.” he reached into his pocket and grabbed the check from the Daily Bugle, “This is for you.”

May looked at the paper with monetary value, “Peter... How did you get this?”

Scratching his head, Peter replied, “Taking photos for the Daily Bugle. I know that using my powers to make money is cheating, but you needed help and I had to do something. They have a smear campaign against Spider-Man anyway, so I’m definitely not doing it for fame.”

“Peter... I can’t ask this of you.” May said.

“I want to, May. Trust me, I know a thing or two about others helping when you don’t want it. Just... please. It’s the least I can do after putting you through so much stress.” Peter sighed. “I was so focused on a superhero that I almost forgot my biggest responsibilities, and for that, I’m sorry.”

May hugged her nephew, “I know being Spider-Man is a burden you put on yourself. I just didn’t want to put anymore on you.”

With a smile, Peter returned the hug, “Aunt May... I don’t mind lending a hand around here. Honest.”

“Thank you, Peter.” the two ended their embrace and May turned around to the table, “I left you dinner. We can talk while you eat. Then you should rest up before school.”

Peter nodded, “Alright, May.”

Author's Note

And so begins the adventures of Canterlot City’s newest crime-fighting duo.

Next Time: When the Green Goblin comes back for revenge, Spider-Man and the Solar Eclipse have to take him down.

Issue #24: The Green Goblin Strikes Back

“Rule 1 of superheroing. Always ensure that people are safe under supervillain attacks.”

Spider-Man said this to Solar Eclipse while swinging with someone in his arms, getting them to safety from the attacker. The person in question wore purple armor, had bug eyes and mechanical bug-like wings on his back. He shot something from his wrist and tried to hit the wall-crawler, but Peter avoided it in time, the person he was protecting gripped around his neck as he landed, dropping them off behind an alleyway. Peter crouched down, “Alright... Beetle, was it? I think it’s time we ended this little encounter.”

It had been a weird day. What started as a simple afternoon of patrol and training turned into a brief scuffle with some assassin in beetle armor for Spider-Man’s life. Peter assumed that it was Tombstone trying to eliminate him from the picture once again. He thought, ‘Man, I’m getting real tired of this. I could use a nap. Luckily, I have backup waiting for the chance to jump in. She should be a minute.’

Suddenly, something covered Spider-Man as Beetle shot a dart at him. He smirked under his mask as a red beam suddenly hit Beetle in the back. “Rule 2. Always retain the element of surprise. It works on C-list crooks like you.”

The Solar Eclipse stood behind were Beetle once was, her arms extended. “Nice work, Solar Eclipse. Now let’s end this before he stands up.” Peter said.

With a powerful yank, Spider-Man ripped off Beetle’s wings and scanned it with his lenses. He made a mental note to send that pic to Ned and Trixie to see if they can figure out where it came from. “Looks like you’re grounded, Beetle.” Sunset quipped at the defeated villain. Spider-Man webbed him up and tied him to a lamp post for the police to arrest, shaking his head at what his partner said.

“And you can’t forget Rule 3, always quip in times of battle unless it gets serious. Although we’ll have to work on yours.” Peter finished off. Sunset smiled sheepishly, admitting that he was right.

The two heroes reached for high ground and decided to converse. Spider-Man sat down and sighed, “Not bad. We took down that Beetle guy faster than I expected. Having a partner’s honestly better than I thought.”

“And you’re a pretty good mentor. I wish I was this good of a listener back in Equestria...”

Peter leaned back, “Hey, you changed and that’s what’s important. I’m just lucky you’re willing to have my back and not be some rebellious partner or whatever.”

“I’m through with not listening. If I have to learn the ropes then so be it.” Sunset told him.

“And it’s working out great.” Peter told her.

The heroes flinched when the building across from them suddenly exploded, flames and smoke bursting out of the windows. Peter and Sunset were in shock at the sight. Spider-Man could already hear the sirens and his Spider-Sense was tingling as hard as it could. As fast as he could, Peter shot two web-lines to the building and pulled back. “Follow me, Sunset! I might need some magic for this one!”

The Solar Eclipse nodded, “Got it.”

Letting go of the lines, Spider-Man was flung through the window, his body spinning through it horizontally. The hero crouched and coughed, the smoke getting to him already. ‘So much for the skin-tight mask...’ he muttered. Sunset hovered in right next to him, a forcefield covering the two of them. “Nice. Let’s see if anyone’s in here and fast.” the two looked around and surprisingly found nothing. The room itself was already empty to begin with.

A shrill scream echoed through the burning room. Peter and Sunset went to trace where it came from, carefully traversing the burning terrain. Peter kicked a door down and threw it across the hall. In the other side of the burning hall was a woman wearing a thick coat, her back facing the heroes. The heroes walked closer to the figure and Sunset lowered the field to allow Peter to reach a hand out, “Come with us, ma’am. We’ll get you to safety.”

The figure turned around, revealing a hideous green face. The green figure then kicked Spider-Man through a wall. Sunset was taken aback at the person standing before them since she knew who it was. “I knew you couldn’t resist playing hero, Spider-Man. And I see you brought along your new partner. This will be twice as fun!” his voice cackled.

“Goblin...” grunted Spider-Man as he pushed himself up. “I was wondering if we’d meet again. For a while, I thought I ran your sorry butt out of town.”

Green Goblin didn’t respond and threw a pumpkin bomb at Spider-Man. Solar Eclipse tried to catch it, but breathing all that smoke was making it harder to focus. Peter’s Spider-Sense was already blaring due to the fact that they were in a burning building, so he had to move by instinct. Spidey aimed a web-line at the bomb and spun it around, aiming it so that it smacked Green Goblin. The Goblin’s eyes widened and he was blown back, bursting through the wall to the rooftop directly across from the building they were in.

“Looks like the Green Goblin planted a trap.” Sunset pointed out, doing her best to conjure up a forcefield to cover her and Spider-Man to protect them from the smoke.

Peter coughed, “No kidding. We have to figure out why he’s back now of all times. Let’s hurry.”

The heroes leaped out of the burning building and landed on the roof next to them. Sunset lowered the field and they panted for breathable air. Awaiting them was the Green Goblin, already on his glider and he smirked, “I guess we have to do this the hard way!”

The Goblin pointed at the heroes and shot more lasers from it. Sunset reacted fast enough to deflect them. She groaned, “He has fingers lasers too?”

Shooting a web-line from his hand, Peter managed to entrap Green Goblin’s left hand with the substance. “Oh well, looks like I’ll have to do this one-handed! Hahaha!”

Spider-Man jumped and attempted to strike the Green Goblin, but was knocked back by one of the lasers, which the villain shot out with a flick of his wrist. Then he yanked the webbing off of his other hand. “Spidey!” Solar Eclipse shouted. Peter got his bearings and flipped to his feet. The wall-crawler glanced over to his partner, who asked, “You alright?”

“Yeah, just a little burnt. It’s the usual.” Peter replied.

Digging into the bag strapped around him, Green Goblin pulled out another pumpkin bomb and pressed a button to detonate it in seconds before throwing it. Sunset caught it and entrapped it in a forcefield, allowing it to explode in the bubble before it could reach either of them. “You’re certainly more skilled than I anticipated. Perhaps you’d be of use to me.” Goblin told her.

“What?”

Spider-Man shot a web-line at Green Goblin, who countered by grabbing the strand and shooting Peter with a laser, shocking him again. Peter convulsed in the air for a few seconds as Green Goblin dove down in his glider, a crowbar in front of the aircraft. Sunset used her magic and shot Goblin out of it, allowing Peter to flip away from the glider, allowing it to create a small crack on the roof and slide. Goblin was lying on his back and felt Peter step on his stomach. “It’s over, Gobbie.”

“Oh dear, it appears to be the case.” Green Goblin admitted.

Sunset readied her magic in the event the psycho did anything strange. “Spill the beans. Why are you back now?”

Goblin smirked, “Why, that would spoil the surprise. Can’t a guy cause a little mayhem and lure out his two favorite heroes?”

“Nah. That mayhem is what’s gonna get you to do some time.” Spider-Man declared. As he said this, he didn’t see Goblin pressing a secret button, activating his glider once more. A gun appeared underneath it and aimed itself at the heroes. Peter’s Spider-Sense went off and he shouted, “What did you—“

Suddenly, he found his entire body covered by a hardening green substance. Sunset tried to react but she too got trapped by what got Peter. Green Goblin shook his head as he watched the heroes squirm and struggle. He stood up and walked to his glider. “Kids... when will they learn?” he muttered to himself. “How do you like my trademark Gob-Webs? Pretty difficult to break, hm?”

“They’ll break soon enough, Gobby. Then we’ll break you!” Spider-Man shouted.

Sunset tried to use her magic to escape, but the substance proved too strong even for her. “Ah! What is this stuff even made out of?!”

Green Goblin moved his glider in front of the heroes and said, “If I tell you, you’ll learn how to stop it. If you want, we can talk shop once you awaken.”

“Awaken?”

The glider shot out green smoke from the mouth of the gargoyle design, hitting Peter and Sunset. Their coughing was heard and they did their best to roll away. Their squirming slowed down until they fell unconscious. Stepping off his glider, Green Goblin walked to their sleeping forms and hummed, “Hm. It would be amusing to discover your identities here and now, but that wouldn’t be very sporting of me. Haha!” he grabbed two strong pieces of rope and placed them in a gap within his Gob-Webs, dragging the heroes’ forms with him as he stepped back onto his glider.

He flew away, Peter and Sunset getting carried with him by rope.

Peter awoke to a migraine. He raised his head and opened his eyes, being immediately greeted by the Green Goblin. “Wakey wakey, eggs and bakey, Spider-Man.” Goblin cooed, waving his hand in front of the wall-crawler’s face.

“Goblin!” Spider-Man yelped, trying to move. Unfortunately, he was still stuck in the substance Green Goblin used on him and the Solar Eclipse. The first thing that caught his attention was the fact that they were no longer in the city, but in the middle of an abandoned factory lot. Judging by how dark the sky was, he realized that they had been unconscious for a few hours at the very least.

“Huh... Spidey?” Sunset groaned as she also awoke. She struggled in the Gob-Webs, still unable to do anything. “Oh yeah... This is just great...”

“You’re telling me.” Peter said, “What do you want, Gobby? If you wanted an autograph from Canterlot’s newest heroes, you could’ve just asked nicely.”

Green Goblin frowned, “Always with the jokes, boy. If you must know, after our last encounter, I realized something. You and I? We share a common goal, the fall of Tombstone and Fisk’s empire. They’re a thorn in my side as well and I wish to be rid of the competiton.”

“And what do we have to do about your little problem?” Sunset asked.

“I was thinking that perhaps we can form an alliance. We can take down Lonnie and Willie together and in exchange for your aid, you will be forever be allies to the Goblin Empire that will rise in the ashes of this city!” Green Goblin exclaimed.

Spider-Man rolled his eyes, “Listen, Gobby. I told Tomby that I’m not joining his gang, so why would I join you? You’re hurting innocents and plan to be the next Kingpin. That makes it my job to stop you.”

Sunset nodded, “Sorry, Goblin. But you’ll have to find other heroes to manipulate.”

Shaking his head in disappointment, Green Goblin said, “As expected. I offer you friendship... and you spat in my face.”

“Buddy, this isn’t friendship. You want to use us. That’s not what friends do.” Sunset growled. She kept trying to use her magic to no avail.

Spider-Man struggled in his trap and thought, ‘I can’t do much with this sticky stuff. Perhaps a quick turn around can change that.’ he cleared his throat, “...Actually, Gobby. I changed my mind. Being second in command of the criminal underworld sounds pretty awesome!”

Sunset whispered, “What?”

Narrowing his lenses, Spidey added, “But only on the condition that you remove this stuff. We can’t eliminate the competition if we can’t move we arms.”

The Solar Eclipse blinked and caught on, “...Yeah. We’ll help. Same terms as Spider-Man’s.”

Green Goblin tapped his chin and hummed, putting one hand into his pocket, releasing a vial. “Oh very well. I must admit that I’m pleased with this.” he poured the liquid onto the Gob-Webs, causing the substance to disintergrate, Peter and Sunset broke free of the green concrete-esque substance. “As of today, Spider-Man, the Solar Eclipse, and the Green Goblin are partners!” he declared, extending a hand.

Spider-Man shook Goblin’s hand, “Thanks for the offer, Gobby.” he smirked under his mask. In the blink of an eye, Peter spun and slammed Goblin onto the ground. “But I’m sticking with the hero gig. Minus Jameson’s whining, it puts less pressure on us.” he decided.

“Your morons!” Goblin snarled, sweep kicking Spider-Man. The wall-crawler jumped over his legs. The Solar Eclipse shot out a volt of magic at him, shocking the villain. “Agh!” he screamed in pain.

The Green Goblin flipped to his feet a moment later and punched Spider-Man launching him off the roof and onto one of the smokestacks. Peter slipped off the wall and shot web-line at the enlarged chimney, beginning his swing back onto the building.

Meanwhile Sunset Shimmer raised her arms, projecting a barrier strong enough to hold back Green Goblin’s pumpkin bomb. She gritted her teeth and flicked her wrists, pushing the barrier towards Goblin. The villain’s eyes widened and backflipped over it completely, landing on his glider. Sunset blinked, “...Huh.”

Peter landed next to her, “Had the same reaction. I’ve seen baddies before, but none like him.”

With a loud cackle, Green Goblin aimed the blaster on his glider and started shooting the heroes. “Time to bail!” Spider-Man told his partner. They both leaped. Spidey started to swing as the Eclipse used her magic to propel herself upwards. Peter shot another webline to Sunset, who caught it. The webslinger from then on used a single hand to swing forward, Sunset using her powers to give them a boost.

“Can you make us move faster?” Spider-Man shouted, swinging around the smokestack to avoid Goblin.

Sunset hissed as she blocked one of the lasers, “Trying to!”

“Do you really think you can stop me with this goose chase?” Goblin boasted. “I have no use for you anyway. Looks like I have to use the last resort.” he reached into his handbag and held a cylinder object in his hand. He pressed it and shouted, “Happy landing, heroes!” beeping was heard as Green Goblin flew away while landing.

“We gotta get after him!” Sunset shouted.

Peter’s Spider-Sense tingled as that beeping echoed, “Uh, Eclipse? You better get a forcefield around us ready! I’m not gonna get us out of here in time!”

“Got it!”

Peter let go of the web as Sunset summoned a round barrier around the two of them. Suddenly, multiple loud explosions were heard in the area and green smoke enveloped them. Peter and Sunset fell a considerable amount of height as the explosions slightly bounced the barrier they were trapped in around. They yelped in fear before the explosions ended. The heroes landed, the barrier cushioning their fall.

They coughed and panted, worn out from that brief scare. Sunset rolled on her back saying, “Remind me to never fight the Green Goblin again...”

“No promises...” Peter muttered, “He’ll be a part of our recurring Rogues Gallery I told you about.”

Sunset rolled her eyes, “Wonderful...”

“But hey... At least Green Goblin went easy this time...” Peter admitted. “Another job well done for Canterot City’s Dynamic Duo.”

“But he got away...” Sunset said in disappointment.

The two heroes stood up and dusted off. “It happens. You should’ve seen me when I was taking down the Vulture. It happened a few times before I took him down.” he put his hands on his hips, “We’ll get him next time.”

“If you say so. At the very least, we’ll be more prepared for him.” Sunset said.

“Now that’s the spirit!” Peter cheered on, “Now let’s get back to the city for clean up patrol. The police should be here soon to investigate the explosion and we don’t want Jameson framing us.”

Sunsst chuckled and followed Peter’s lead upwards. They landed on the nearest rooftop and ran on to continue their earlier patrol, hoping nothing happened in their hours of absence.

Meanwhile in a secret warehouse in the far end of a city, two people were sitting in a bright room. A man with a bowlcut wearing a green costume and purple cape sighed. He needed a new plan to make himself known to the world. He needed to show that the menacing Mysterio was not to be trifled with, and that would start with the defeat of Spider-Man and that girl who foiled his debut bank robbery.

“Mason! Is the last of the new equipment ready?” Mysterio asked.

Mason nodded. After the end of Toomes’ weapon black market, he managed to escape Spider-Man and ended up in the employment of Mysterio, who hoped to use his tech to bring about a new era of fear to the city. “It’s finished. You’re free to test it now.” he handed Mysterio the hologram drones.

Turning his head, Mysterio smiled, “Excellent.”

Unknown to Mysterio however, a strange surge of light bursted through his helmet. The same rainbow color beam that was seen in the city that night many months ago, which Mysterio would have recognized had he paid better attention. He didn’t however and put the helmet. “Hm... Mason, did you perhaps alter my helmet in anyway?”

Mason shook his head, “No, sir. I’ve been focused on the projectors. Why?”

“Because something about it feels... different. Like there’s energy radiating within the dome. I cannot explain it.” Mysterio described for his partner. He moved a hand and suddenly saw it glowing. “Strange. My gloves aren’t activated.”

Now curious over what was happening, Mysterio flicked his wrist and shot a small sphere of energy at the wall and made a small hole. His eyes widened under his dome and he snickered. He waved his hand and summoned a snake to materialize in his hands before letting it vanish. “Interesting. This doesn’t look to be tech of your calibur, Mason.”

“That’s because it isn’t.” Mason revealed.

Mysterio blinked and curled his hands into fists, an aura covering his body. “Fascinating. No longer shall Mysterio rely purely on tech. Now Mysterio is the one true Master of Illusion!”

Mason rolled his eyes and whispered, “If only you’d stop talking about yourself like that.”

“For my first act: The fall of Spider-Man!” Mysterio declared, wanting to put some more time into his newfound power before beginning his plan

Author's Note

Next Time: Spider-Man has to save Trixie when robots suddenly attack Quentin Beck’s magic show.

Issue #25: Menace of Mysterio

Canterlot Theater was quite empty for a Friday night. People were scattered among the seats, not enough to be considered crowded. Then again, Quentin Beck wasn’t known to be a hit with the public in recent memory, something the man hoped to change tonight.

Sitting in two of those seats though was Trixie and her mother, the former being the self-proclaimed biggest fan of Beck and his tricks. Ever since she was a child she was awestruck by Quentin’s showmanship and mastery of magic. And tonight she’d get to experience yet another demonstration on why she considered herself a fan. She even had a foam finger made in Beck’s honor, which the rest of the audence had no idea how it was made.

They arrived a half-hour before showtime and Trixie’s patience was wearing thin. She lost track of time in her wait. However, the lights shut off and Trixie’s excitement finally came back. Everyone’s attention was gained

“Ladies and gentlemen, it is with great pleasure that we finally introduce the man of the hour!” shouted a bombastic voice.

“The Amazing Master of Illusion himself, Quentin Beck!” introduced the voice. Trixie mouthed the words to herself, having memorized the introduction numerous times. It was time to sit back and enjoy the show.

The curtains finally opened... and no one appeared on the other side. The audience was perplexed, wondering where Beck was. The most appalled was Trixie, who’s jaw fell to the floor. “Where is he?” she wondered.

A pellet and appeared and left green smoke to cover the stage. A man wearing an extravagent costume appeared on stage, a giant dome covering his head. “Greetings. I believe I have yet to introduce myself. I am Mysterio! Now you all must be wondering why you have been graced with my presence!”

Silence was his response. Nevertheless, Mysterio continued, “Why Mysterio has come to you for one single reason: To draw out the so-called Amazing Spider-Man and perhaps his partner, the Solar Eclipse! The time has come for the city to know the name of Mysterio, and it will start with the destruction of the heroes!”

Mysterio then chuckled, “And if he doesn’t appear? Well...” he snapped his fingers. Dozens of robots appeared around him, filling the stage. “Perhaps my partners will cause enough mayhem to make me infamous!”

The robots jumped down from the stage and opened their palms. Lasers were shot and were nearly aimed at the audience. Everyone ran for their lives. Trixie’s mom grabbed her wrist, Trixie using her free hand to reach for her phone. “Hurry, Trixie! This is no time to use your phone!”

“Trixie’s gotta make sure the news knows about this, Mom!” Trixie insisted, pacing behind her mom.

“Is now really the time for wanting a minute of fame?”

Trixie rolled her eyes, “No. Trust me, I know exactly what I’m doing.”

The doors were jammed, meaning that there was no way to escape for the audience. Trixie gulped as she continued to type her message, her mom budging her to stop and get to safety somehow.

What Trixie’s mom was unaware of was the fact that she managed to type a message to Peter and hit ‘send’ before putting her phone back in her pocket. Now all she needed to do was wait.

Spider-Man the Solar Eclipse sat on the ledge of a rooftop. Peter had a paper bag in his hand and placed it between the two of them. “May’s awesome for doing this.” Peter said, opening the bag and pulling out a sandwich, “Nothing’s better than crime-fighting food.” he reached into the bag again and grabbed another sandwich for Sunset.

“She made one for me?” Sunset asked.

Peter shrugged, “Yeah. We’re superhero partners, I’d imagine she wouldn’t want you to starve either.” he lifted his mask slightly and took a bite of his snack.

Sunset accepted the sandwich and took her own bite, a smile forming on her face, “Wow! This is great! Tell your aunt I said thanks, this was kind of her to do.”

“May’s cool like that. She just likes helping people. Heh, I guess I get it from her and Uncle Ben.” Peter chuckled.

“I can see that.” Sunset agreed.

Peter rubbed the back of his neck. There was something he was wanting to talk about, but pushed aside for his own reasons. He cleared his throat, “Hey, Sunset... How’s Twilight doing? I know I haven’t brought it up since that night, but I just wanted to know if she’s still mad at me or something. I won’t blame her if she is.”

“I think she’s willing to talk to you.” Sunset revealed, “Twilight’s new to making friends and is very punctual.” she decided to leave out a certain detail for the sake of her friend’s secrecy, which would better explain her reaction, but decided not to say anything, “If you explain what happened, I’m sure you two can start off on a better foot.”

“Good to hear at least. I’ll talk to her after-school Monday to make amends.” Peter said.

“Alright then. Don’t worry, if the city need a hero, I’ll cover for you. Would be fine with me going on a solo patrol?” Sunset wondered.

Peter nodded, “I don’t see why not? It was only a matter of time anyway. If you’re up for it and if Twilight agrees to hang out—“

“You mean go on a date right?” Sunset corrected.

The boy’s eyes widened and felt his cheeks get warm, “Say what?”

“Come on, Peter. It’s pretty obvious. I reallt don’t see the harm in asking her on a date. Like I said, you don’t have to worry about being Spider-Man so you won’t be late.” Sunset explained.

Peter scratched his head, “You know... Harry said I should, but I’m a tad nervous.”

“What’s there to be nervous about?”

“Her saying no or me making a fool of myself... again.” Peter replied.

Sunset sighed, “You’re Spider-Man. You outright joke in the face of danger and risk your being everyday without a second thought, and yet this is what makes you hesitate? I’m confident you won’t mess anything up, and I seriously doubt she’ll say no if you ask.” she assured her friend.

“Well... you are Twilight’s friend so I guess there’s some confidence when you say it,” Peter admitted. He sighed, “Alright, on Monday I’ll ask her. Pray the Parker Luck doesn’t kick in.”

Sunset said, “I will. Whatever that means.”

Peter was about to explain when he heard his phone go off. Curious, he used his lenses to read the text. It was from Trixie, he noticed. “Crab baskets.”

“What is it?” asked the Solar Eclipse.

“Mysterio attacked the theater Trixie’s at. Gotta get there quick.” Spider-Man said.

“You need me to come?” Sunset wondered.

Spidey waved a hand, “Not this time. You can patrol the city by yourself, consider this the next part of your training. Mysterio’s just a guy with smokes and mirrors, he should be down in no time.” he assured. “But I’ll let you know if things get overwhelming somehow.”

Lowering his mask, Peter aimed a web-line at the nearest building and started to swing. He saluted his partner before leaving to help his friend. He reached a finger for his ear to call Ned, who answered immediately, “Hey, Pete! What’s up?”

“Mysterio is attacking Canterlot Theater! Trixie is in danger!” Spider-Man exclaimed.

“She is? ! Hold on, I’ll get you directions ASAP.” Ned said, “Sorry, it’s been a little busy here at the lab.”

“No worries, bro. Sorry if I’m interrupting anything.”

“Nah, it’s cool. I got some time to wind down.” Ned assured, “Huh. You’re not too far away. Just make a right and it’ll be a few blocks down.”

“Thanks, dude. By the way, think you can be on standby for Sunset? Give her a few pointers?” Peter asked his friend.

Ned responded, “Sure thing. Your Guy in the Chair shall not disappoint!”

“Never thought you could. Alright, gotta go. See ya soon, bro.” Peter ended the call.

Spider-Man arrived to police cars surrounding the theater. “Man, the police work quick.” he pointed out. The webslinger jumped down to the street and flipped on his feet. He was greeted by Captain Wantanabe. “What’s the sitrep?” he asked Yuri.

“Mysterio’s inside. All the doors have been jammed and we’re unable to get in. If you can, find a way in and give us an entrance so we can apprehend whoever he is.” Yuri explained.

Peter said, “You got it, Captain. Odd how we keep meeting up and working together, huh?”

Yuri shook her head, “Well you get the job done and are willing to listen. I’m fine with this alliance so long as you’re willing to comply.”

“I am, despite what Jameson tries to say.” Spider-Man agreed, “I’ll finish this as quick as possible.”

Spider-Man widened his lenses and scanned the building for any potential entryways. ‘Hm... alright, there looks to be a ventilation shaft that leads close to the stage. I can use that to get in and let everyone escape to safety while I introduce myself to fishbowl-face himself.’ he thought. Spidey clung to the wall and shot a thin web-strand, yanking the vent out. He crawled inside it and held his breath, “Aw man, it reeks in here.” he muttered in disgust.

Punching his “exit” vent off the wall, Peter noticed that there were inactive robots blocking the doors on the other end. “...Huh. Well that’s one way to keep an audience.” he quipped. The wall-crawler leaped out of the shaft and webbed the heads off the robots and throwing them back to their bodies as hard as he could, damaging them. He noticed someone hiding under the ticket counter and waved to them, “Don’t worry. Those tin cans won’t hurt you.”

The lady sighed in relief, “Thank you, Spider-Man. Jameson was wrong about you. Any idea what’s happening?”

“Another bad guy. I’ll take care of it, don’t worry. I’ll give you and everyone else an exit.”

Spider-Man then pushed the bots aside, allowing the employee to leave and kicked the doors opened, nearly breaking the hinges off in the process. He saw more robots, active ones this time, moving around the room. He looked around hoping to find his friend safe. There Trixie was kicking back one of the oddly-designed robots, her attention found on Peter a minute later. “About time you showed up!” she shouted.

“I can’t be punctual for every crime Tr-“ he cut himself off, “Miss. Just go to safety. I’ll take care of the person in behind this.”

With a Web-Strike, Spider-Man kicked down a robot through its torso, disabling it. Peter turned around and webbed up another robot’s arms, preventing it from hitting a few people. He followed that up by slamming it on the floor before stepping on its head. Another had a cannon and Spider-Man webbed it up before punching its head off. “Wow. These things go down easy! Everyone in here okay?!” he asked as loud as he could so he could be heard. Everyone nodded.

Peter pointed to the doors, “The police are right outside. Tell them what happened and go anywhere that isn’t here!”

The audience ran out the doors while Spider-Man handled the remaining robot. He pinned it down to the floor and kicked it to a wall, webbing it up. The hero crouched down and glared at the culprit. “So, we finally meet. I gotta say, I expected you to be taller.” he admitted.

”Likewise, wall-crawler. I noticed that your girlfriend isn’t here to help you.” Mysterio boasted,

Raising a hand, Spider-Man said, “Uh okay, first of all, she’s not my girfriend. Secondly, you’re not even worth the effort of needing a tag-team. You’re just a fraud of a villain! I bet Toomes could put up more of a fight than you!”

Mysterio scoffed, “You dare call Mysterio a fraud? Mysterio is no faker, Mysterio is the master of the arcane arts!”

“Well it seems to me Mysterio is the master of talking about himself in the third person. God, you sound like a friend of mine.” Spider-Man quipped. His Spider-Sense tingled and Mysterio shot a laser at him. Peter flipped over a chair and perched on top of it, pointing at the villain, “So, Mysterio. Let me guess your motive. You’re a huge fan of Quentin Beck and wanted his poor excuse of an act to have an audience, even if it meant forcing them. Am I on the nose?” he questioned.

“You shall not mock Mysterio, Spider-Man. My only motive is to prove your superior!” Mysterio taunted.

Spider-Man webbed up one of the chairs and pulled it, “You should meet Doctor Octopus. You guys have the same exact motive!” He threw the chair over to Mysterio, who disintergrated it with a wave of his hand. “Whoa, okay. That’s some sick tech! What did you add to your gauntlets to do that? Toomes’ stuff?”

Mysterio wagged a finger, “Mysterio has told you, he is no fraud. My skills are quite real.”

With a flick of his wrist, Spider-Man tried to web up Mysterio’s dome but the substance vanished, “Wow. I’m impressed. Solar Eclipse said your plan fell apart quickly, but I’m impressed. Maybe she didn’t need training after all.”

The web-slinger leaped onto the stage to confront Mysterio who said, “How long must you doubt Mysterio’s true might?”

“Eh, as long as I need to.” Peter quipped.

“That doubt will be your downfall, Spider-Man.” Mysterio proclaimed. He opened his palms and green smoke emitted from them, making Spider-Man to cough.

Peter tried to smack the gas away. He suddenly felt his limbs get weak, “What gas is this?”

Mysterio folded his arms, “Fumes that’ll weakened you considerably. Just know that this is a necessity.”

“Yeah...” gagged Spider-Man, “Sure...”

Rearing his arm back, Spider-Man tried to punch Mysterio. But Peter’s reflexes slowed down so much that Mysterio was free to warp away. “What the—?” Peter blurted out. He tried again, and missed again. “How are you...” he coughed, “Doing that?” he tried to speak, but it was proving difficult.

Mysterio was silent. He was intent on destroying Spider-Man. He tossed spheres of electricty towards Spider-Man. Peter tried to dodge them, but was unable to move as swiftly as he normally could. As a result, he was shocked and pushed back to the other side of the stage. He rolled and fell off. Gaining as much energy as he could, Spidey zipped back and crawled on the wooden surface to fix himself.

There was a blade in Mysterio’s hand. Peter noticed this and stood up. Mysterio slashed at the hero, who dodged it, but got his costume torn as a result. Mysterio moved his sword again, tearing more of Peter’s costume apart with each movement. “Heh. Still to slow... Mysterio.” Spider-Man struggled to say. He managed to hit a web-line onto Mysterio’s sword and forced him to drop it. “Ha... Looks like I win.”

“Not quite, Spider-Man.” Mysterio boasted.

Stepping out of the smoke was a one more robot. Peter’s Spider-Sense tried to warn him, but he was too slow to react. He gulped and struggled in the robot’s grip but was unable to move. “How the hell...?”

The showman placed his palm in front of Spider-Man and released more gas to confuse him. With the webslinger dazed and unfocused, Mysterio closed his fist and allowed it to flow with electricity. He then punched Spider-Man in the jaw and successfully knocked him unconscious. The hero’s body was unmoving, his breathing slow. He was alive, but down for the count now.

Mysterio looked at Spider-Man’s unconscious form, which fell with a thud once the robot dropped him. “Finally. The Spider-Man has been bested!” he boasted, “But there is no use in ending you yet. After all, I wish to gain revenge on your parter. And you will make quite the live bait to do so.”

“...And that’s how you can stop the Vulture.” Ned finished explaining for Sunset.

The Solar Eclipse blinked, “Huh. That was actually useful information. I’ll keep that in mind, Ned.”

Ned bragged, “Being Spider-Man’s best friends has its perks when it comes to knowledge.” he paused, “Speaking of, has Peter called you yet? His silence is weird.”

“Not yet. I agree that it’s weird. Normally something would’ve happened by now or it’d be over. I’m gonna go check it out for myself. Don’t hang up yet.” Sunset said.

The Solar Eclipse arrived at Canterlot Theater and walked in after persuading an officer. Which meant she used her magic to keep him still. She found herself at the scene of the crime, a destroyed theater. Captain Wantanabe took notice of the hero and aimed her pistol. Sunset raised her hands as she asked, “Who are you?”

“The Solar Eclipse, Spider-Man’s partner. You’re Captain Wantanabe, right?” Solar Eclipse asked.

Yuri lowered her weapon and huffed, “So you’re the newest crime-fighter in the city. We already have enough of those... I assume your here to find your friend.”

“Yeah. Have you seen him?”

“Not since he showed up to stop Mysterio. It seems he got away. Your partner might’ve gone after him.” Yuri said.

“Mind if I take a look around?” Sunset asked.

Yuri sighed, “Fine. But don’t ruin any evidence.”

“Got it.” Sunset said.

The Solar Eclipse leaped onto the stage and knelt down. She saw bits of Peter’s costume all over the place. She even managed to find a piece with his usual spider-emblem. ‘So much for Ned tracking him.’ she thought in disappointment. She grabbed the costume piece and put it in her pocket so Peter could repair it.

“New kid.” Sunset heard Yuri say. Raising her head, Sunset looked at Yuri. “You might want to see this.”

The Eclipse walked over to Yuri, who had her phone out. It was a face call. On the screen was Mysterio, who was sitting in a chair with his hands folded. “Greetings, Captain Wantanabe. It seems my partner reached your line. Good. Now I have one demand that you must follow.” he paused and saw Sunset, “Hm... this turned out better than I thought.”

“As if we’ll listen to you. What’s your game, Mysterio?” Yuri hissed at the villain.

Mysterio didn’t say a word and moved the camera. On the screen was Spider-Man, who was beaten and unable to move. “I’ve detained Spider-Man. He will live, but his time is running out. I will let him live on one condition...”

Sunset and Yuri were shocked at the state the web-slinger was in. He looked like he was unable to fight back for once. Sunset have the captain a concerned glance. “You sick son of a bitch. Fine. What do you want?”

“The Solar Eclipse. She has made a mockery of me and I wish to for payback. Do you hear me, Eclipse? If you wish for your partner to live, face me. Just know that I’m more prepared this time.” Mysterio said before cutting the call.

Sunset hung her head in sadness, wondering if Peter would even be in that state if she were there. “Don’t worry, we’ll track the call and find your friend’s location. Once we do, we’ll find a way to let you know. Someone’s life is at risk now.”

“I understand. Thank you, Captain Wantanabe. In the meantime, I’ll look around myself.” Sunset said.

The Solar Eclipse left the building and jumped onto the rooftops. She needed to call Ned, Trixie, and reach to Mrs Parker. Sunset sighed, knowing she won’t handle the news that her nephew won’t be back tonight well. That was another reason why she needed to hurry. Peter needed her help, and his partner and a hero in her own right, she promised to not let him down.

It was going to be a long night.

Author's Note

Next Time: Sunset continues her search for Peter and begins to lose hope, however some guidance from another vigilante might push her forward in saving her friend.

Issue #26: Put to the Test

Darkness. That was all Peter saw when he opened his eyes. He was dizzy, on the verge of vomiting. The boy held it in though and sighed in relief once he realized his mask was still on. ‘What happened to me? Last thing I remember was... Mysterio. He did something to me.’ he struggled to move his arms to no avail. ‘And whatever he did was still working. Now I gotta figure out what to do.’

Spider-Man heard footsteps and his Spider-Sense pounded his cranium. He clenched his eyes shut while shaking his aching head, knowing he was unable to react to his sixth sense. “Who’s there?”

“You know who it is.”

Mysterio warped in and leaned forward to face the Spider-Man through his lenses, which narrowed. “I must admit you fell faster than I anticipated. Such a shame our first encounter ended in your defeat, but that is irrelevant now. You may have fallen, but the one who humiliated Mysterio will be next.”

Spider-Man spat, “Leave her out of this, Mysterio. This is between you and me...”

Mysterio scoffed, “You fool, it’s no longer just about our upcoming rivalry. She made a mockery of me last time and I intend to change that. Be grateful though, she is the very reason you are still breathing. I left her a message. If she doesn’t find you by tomorrow, you will be unmasked and die by my hand live for the city to see.”

“Heh... Am I supposed to be intimidated by a looney wizard cosplaying as Sandy Cheeks?” Peter managed to quip.

Mysterio huffed and slapped Spider-Man, “Your jokes will cease once your partner fails. Do not attempt to escape, for as long as I wear this helmet, you are powerless.”

Peter continued to struggled in his chair. He needed to find a way out. And if that couldn’t happen, he knew that Sunset would find her. It was time he put his faith in his partner more than ever. He wanted to get home to tell his friends and especially Aunt May that was everything was going to be alright.

“Where were you?!”

May Parker screamed this at Sunset, who knew that this was definitely not a good impression. The woman held the ripped piece of Peter’s costume. Sunset didn’t blame her for reacting like that. Ned and Trixie recoiled at May’s sudden raise of tone. “You were supposed to be watching Peter’s back and helping him! But instead you let him get kidnapped! What kind of partner are you supposed to be!” she cried out.

Leaning on a wall, May exhaled, “I knew I shouldn’t have let him keep being Spider-Man. I should’ve put my foot down. He keeps getting hurt and now he could die...”

“Peter’s gonna be fine, Mrs. Parker. We’ll find him.” Ned assured the woman.

Trixie rubbed her head, “I should’ve stayed to help. Maybe I could’ve helped him.”

“No, you could have gotten hurt. Or worse.” Sunset told Trixie. “This is all on me. Peter thought Mysterio was going to be an easy threat, but something clearly went wrong. I should’ve went with him anyway to fight even if it was his idea for me to stay back. I swore to be watch his back, and I failed. Now he’s suffering because of me. And I intend to fix that mistake no matter what.” she promised.

Ned said, “I’ll be with you every step of the way from here. I won’t be of much use on the frontlines anyway.”

“Count me in. Trixie couldn’t bear the thought of this being Peter’s fate.” Trixie decided.

May wiped her eyes, removing a few stray tears, “Just... find my nephew. Please, Sunset. All I want is to see him safe and sound here.”

Sunset looked at May sternly and said, “I promise he’ll be home before Monday, Mrs. Parker. There’s a lot of city to scour unfortunately, but I’m not resting until he’s saved and Mysterio is behind bars where he belongs.”

Much to Sunset’s surprise, May managed a smile, “Thank you.”

Ned cracked his knuckles, “I’ll set up the laptop and comms. The Search for Spider-Man begins now!”

And so the Solar Eclipse began her search for her partner and mentor. She had to stop any crime along the way of course, but those were handled instantly. The hero searched every rooftop, every building, as much of Canterlot City as she possibly could. Of course she had Ned, Trixie, and May guiding her along the way a she was still new in traversing like Peter was and normally she’d just follow him.

Unfortunately Saturday came and went and they found nothing. Sunset continued searching well into the night and into Sunday morning. Everyone told her to get some rest, but she denied. She made a promise to May and she was going to keep it, even if it wore her out.

“Come on, Sunset. You can’t keep going like this.” May told her.

“Not yet.” Sunset rejected again.

“Seriously, Shimmer. By the time you find him, you’ll be too exhausted to fight Mysterio.” Trixie warned.

Sunset was partially focused at the fact that Trixie was showing concern for Peter and even her. The two of them never really spoke, but Sunset always viewed Trixie as a narcassist. She realized that befriending Peter and Ned must’ve helped mellow her out after the Battle of the Bands. And even then she never took her for someone who wanted anyone else to be seriously harmed. The last time they hung out turned out alright she admitted, minus the part when Gargan showed up.

“I’ll be fine, Trixie. The good news is that there’s less city to cover. Mysterio will be stopped by the time school starts tomorrow.” Sunset said with a yawn.

“You’re about as stubborn as Parker.” Trixie muttered.

Sunset smirked, “Guess he’s an influence.”

Solar Eclipse followed the directions of her friends for the rest of the day. The only breaks they took were to eat. Even Sunset decided to buy a quick bite to eat. She rubbed her forehead and sighed. While everyone else was busy, she decided to focus her thoughts on where Mysterio could be hiding. She assumed that he’d be hiding in an abandoned warehouse, but even those turned out to be empty. It was though Mysterio was a ghost.

“Ugh...” Sunset groaned as she chewed on a sandwich, “Where the hell are they? No way Mysterio can turn invisible and vanish off the face of the Earth.”

Then Sunset heard a sound. It was as though someone was on the same rooftop as her. Paranoid, she turnd around and raised an arm, her palm glowing with her magic. “Easy. I’m not gonna hurt you.” said a deep voice. A voice that Sunset surprisingly recognized.

Standing behind her was a man clad in black and red armor, billy clubs strapped to his sides, and a cowl with devil horns on he top. The Solar Eclipse knew this man. She stood up and lowered her guard, able to trust the vigilante. “Daredevil?” she asked the older hero.

Daredevil lowered his own arms, focusing. “I thought you were familiar. You’re Spider-Man’s friend, aren’t you?”

“I am. What are you doing here?” The Eclipse wondered.

“I noticed you here. You seem to be stressed.” Daredevil told her.

Sunset raised a brow, “How can you tell?”

The Devil of Canterlot City folded his arms, “Let’s just say that you have your powers and I have mine and leave it at that. I’ve noticed that Spider-Man hasn’t been seen or heard from yesterday and today, which is unlike him. Does his absence relate to your current state of mind?”

With a sigh, Sunset said, “Yes. A crook named Mysterio detained him and now he’s defenseless. If I don’t hurry he’ll be killed by tomorrow morning.”

Daredevil nodded in understanding, “I see... If you want I can take some time to help search with you. The kid doesn’t deserve this kind of fate.”

“I appreciate the offer, Daredevil. But I’ve already searched the city and found nothing. I have no idea where he could be held prisoner at.” Solar Eclipse explained to Daredevil.

Dsredevil turned his head, “Have you really searched everywhere?”

Sunset tilted her head, “What do you mean? I just told you I checked every inch of Canterlot.”

“Sometimes you have to think outside the box. Mysterio’s location may not be noticable to the naked eye, but perhaps you can figure out through other means.” Daredevil explained.

A lightbulb went off in the Solar Eclipse’s head, “Oh! I see what you mean now. Hopefully Mysterio didn’t think ahead in this regard.” she put a finger to her ear to make a call, “Guy in the Chair. Are you uh... finished dinner?”

Ned replied, “Yeah, I am. Did you just call me Guy in the Chair? Finally!”

“I had to, Daredevil’s next to me and I don’t want to compromise any identities.” Sunset explained. Daredevil nodded in understanding, having his own identity and group of friends to protect.

“Whoa. Seriously?! That’s awesome! T-Tell him I’m a huge fan.” Ned exclaimed. Sunset lifted her gaze to the vigilante, but he smiled, as though he heard what Ned just said.

“Okay, he knows. Listen, Mysterio sent a message through Captain Wantanabe’s phone yesterday. That must mean he has some serious tech wherever he’s hiding. On top of that, Spider-Man’s lenses could very well still be active, meaning that it should be connected to a satellite by Stark or whatever. Do you think you can check to see if either Mysterio or Spidey left some sort of signal?” Sunset asked.

She heard typing on the keyboard and light humming. “Aha!” Ned cheered, “There’s a huge spike at Warehouse 13 at the pier. Spider-Man and Mysterio should be there.”

“Thanks, I’ll check it out.” Sunset said before hanging up.

“Warehouse 13?”

Sunset blinked, “How did you—“

Daredevil sighed, “Not important. But my offer still stands. I’ll help you find Spider-Man, this doesn’t look like something a rookie should handle alone.”

Sunset said, “You can lead me to the warehouse, but I think Mysterio wants to face me alone for making him look bad last time we met. I’d rather not risk Spider-Man’s life by bringing an ally in there with me.”

“That’s understandable.” Daredevil replied while turning around, “Follow me.”

The Solar Eclipse and Daredevil finally arrived at Warehouse 13. It was as empty and barren as Sunset remembered the last time she checked it. Curious, the two vigilantes kicked open the doors. Solar Eclipse followed her new ally and stopped when he did. He raised a hand, “I hear something. Groans... under this floor. There’s a secret room beneath us.”

It didn’t take long for the Solar Eclipse to figure out who those sounds belonged to. Wasting no time, she used her magic to move as many of the storage crates as she could in hopes of finding an entrance. She noticed something strange on the floor underneath one, a tile with scuff marks on it. She dropped the crates in a separate spot away from it and stepped her foot on it, causing the floor to lift and reveal a staircase. She inhaled and muttered nervously, “Here goes...” she faced Daredevil, “Thanks for your help again, Daredevil.”

Daredevil gave a thin smile, “You’re welcome. Remember, if you need help, find me. Same thing goes for Spider-Man. I’ve never had guidance so the least I can do is offer it to you since you’re still green.” he was not much for making allies

“I’ll keep that in mind.” Sunset said before walking down the stairs. Daredevil gave a nod of approval and left, going back to focusing on protecting the city while Mysterio was being dealt with.

The room was dark as expected, so the Solar Eclipse raised a hand and used her magic to create a glow bright enough for her to see. Besides the sound of her aura, it was awfully quiet too. She bit her lip nervously, wondering if Mysterio was waiting to strike at any moment. She heard gagging and ran. Sunset found herself in another room, one with a camera, a light and...

“Spider-Man!” Sunset called out.

She used her magic to remove the bindings on Peter’s arms and legs. “Heh. I knew you’d show up eventually... Ow, it even hurts to shake the numbness off my feet.”

“You’ll be back in shape in no time once I stop Mysterio.” Solar Eclipse told him.

Peter corrected her, “You mean when we stop Mysterio.”

Sunset retorted, “We? You’re barely able to stand. I’d rather you not put yourself in greater risk than you already are. This is something I have to handle myself.” Peter cringed in pain as Sunset wrapped an arm around him for support as he was that severely weakened.

Peter inhaled and relented, “Fine... That gas Mysterio used on me is gone, but it’s gonna take me a while to recover anyway... But just a warning, Eclipse. He has magic...”

“He does? How?!”

Every light in the room suddenly turned on and blinded the heroes. “A magician does not reveal their secrets, Solar Eclipse. It is about time you arrived, for your end is at hand!” the heroes gritted their teeth upon hearing the echoing voice, “You will pay for making a mockery of Mysterio in our last encounter!”

Appearing in a puff of smoke was Mysterio, who pushed open a door to a larger room. Spider-Man sat back down as Sunset chased after Mysterio, the door closing behind him. He screamed in pain as his Spider-Sense suddenly tingled, “Crap! Now you decide to react?” he told it off. “What is it now?”

Robots suddenly appeared out of some secret entrances in the walls, the same ones Mysterio had at the theater. Peter sighed while forcing himself to stand. “Wonderful. Guess I’m fighting after all...” he stumbled on his feet and held his side, “Eclipse better not take long, because I could use some help now...”

Author's Note

Next Time: The Solar Eclipse confronts Mysterio in order to protect her friend. Meanwhile Spider-Man, despite being exhausted, is pitted against some of Tinkerer’s robots.

Issue #27: Partners in Crime-Fighting

The Solar Eclipse wandered into the room Mysterio vanished into, following the trail of smoke. The room itself was surprisingly large and filled with props of various sizes, no doubt meant for future endeavors against her and Spider-Man whatever that may be. Sunset noted that it was way too much work for what she thought was a low level crook. She clenched a fist and shouted, “Show yourself, Mysterio! You threatened my friend so I think it’s fair that I end this plot of yours!” her voice echoed as she made this declaration.

“Well well, you’ve got guts, Solar Eclipse.” Mysterio shouted, appearing in a puff of smoke. But that wasn’t all. Multiple duplicates appeared around him, all of them smugly crossing their arms at the heroine. “Did you expect this little meeting? One against multiple Mysterios?”

Sunset opened a palm and emitted her aura, “One of you is the real deal. Looks like I’ll have to figure out which one myself.”

One of the Mysterios charged forward. Sunset ducked below his fist and shot him with a sphere of magic, causing him to vanish. “Huh. Guess you weren’t the real one, but there’s still more where that came from.” she huffed and kicked back another Mysterio before spinning her body and driving her foot into his hip, making him disappear next. Another Mysterio jumped in with a sword. Sunset blocked it with her magic and shot a small beam out of her hands, pushing the fake Mysterio back lightly. It too vanished in smoke.

A Mysterio appeared behind Sunset and pinned her arms back, allowing another one of the clones to punch her in the stomach. She spat and coughed, losing her breath. She managed to drive both of her legs onto the assaulting fake and opened her hands and blasted apart the two clones. ‘They just keep coming. I don’t know how long I can keep this up…’ the Solar Eclipse thought, wondering if the real Mysterio was even among the fakes. More came after her and she was readying herself to continue.

Sunset then punched one right in the helmet, this time resulting a small crack. Mysterio shouted, “No! You cannot do this to Mysterio!” he put his hands to where the cracks where and released more smoke and in doing so revealed more fakes for the Solar Eclipse to fight.

‘So that helmet is important. Maybe that’s how he’s conjuring up all this. That’s my priority then.’ Sunset realized. She found seven Mysterios going after her at the same time now. She inhaled and created an aura around her, causing the fakes to be pushed back slightly. Two of them came forward and attacked her, one of them uppercutting her. Much to the Solar Eclipse’s surprise, the fake was surprisingly strong and launched her into the air. She got her bearings and used her magic to aim a beam directly at the fakes who attacked her, making them vanish in an instant.

The heroine landed thanks to her powers and she focused her attention back at the fakes attacking her. One of them wielded another sword and swung at Sunset. She punched the Mysterio trying to slice her apart and followed up with a volt of magic to finish him. ‘Where’s the real Mysterio now?’ the Solar Eclipse wondered. With a flick of her wrist, Sunset turned another fake into nothing.

A Mysterio managed to run up and kick Sunset, making her roll on the floor. She pressed her hands on the floor and pushed herself upward. He cackled at his feat, but was caught off guard by Solar Eclipse performing a sweep kick and making him trip. Sunset aimed her fist at his helmet, but he vanished like all the others. Sunset sighed in exasperation, trying to figure out where the real deal was.

Sunset created a barrier and launched back the remaining clones. Curiously, the last Mysterio teleported from sight and reappeared once it faded. It was then the Solar Eclipse realized she found the real villain.

Spider-Man mustered as much energy as he could to drive back the robots. “You know guys… I’m extremely tired…” he muttered, “but then again you are robots so it’s not like you’re gonna care about my whining…” he punched a robot and shot a web-line at another, yanking its head off. “Luckily there’s so few of you to deal with so this should be a piece of…” he threw the head in the air, “...cake.” he panted.

Peter kicked another robot and tore apart its arm, swinging it like a baseball to a robot still in one piece. It hit a wall and bounced off, trying to readjust itself but was unable to because of Peter’s foot. The wallcrawler grunted and felt sweat under his mask. ‘This is gonna smell for weeks now…’ he groaned in his head. He threw the arm he was holding aside and went back to focusing on the robots. Due to his exhaustion, he was unable to dodge as fast as he normally could and as a result took a punch to the face.

He raised his mask slightly and spat on the floor. “Well then.” said Spider-Man. He adjusted his mask and decked the robot’s head, knocking it clean off with ease. “Heh. Guess I’ll consider that venting.”

Peter gave one of the robots a right hook, his body almost leaning too far from exhaustion. He took a sudden step forward to fix himself and stood straight. “Man, they make trashing robots look easy in games and cartoons. Then again… it’s not like those characters are capable of exhaustion.” he punched the robot again and drove his foot onto its legs, kicking it down.

Oil dripped from his costume at this point, but Spider-Man was too busy fighting to stay awake to care. He crushed the bot’s head underneath his foot. His Spider-Sense warned him of another bot trying to strike him while he wasn’t looking. The webslinger shrugged, “...Seriously?” he attempted a backflip and landed on the robot’s shoulders, punching the metal being before using his strength to toss it at the wall, webbing it up and sticking it there before yanking out the now exposed wires. Peter noticed that these were surprisingly fragile.

There was one more robot left standing. Peter leaned back and held his arm. He grunted and kicked it, making it fall on its back. Spider-Man panted before driving his foot down on its torso, short-circuiting it.

Spider-Man noticed something was off about the dent on the wall from when he threw the robot there. Curious, he pressed a hand on it, noticing that something was hidden. He reeled his fist back and punched it, feeling blood drip from his knuckles. ‘Even with super strength, this stuff is still a pain to punch through.’ he mused, shaking his sore hand.

Then Peter noticed it was an opening. He broke apart what he could and kicked back the material, revealing a small room with monitors attached to the walls. Sitting on the single chair was a man eating a donut while listening to music. Peter cleared his throat to get his attention and shot a web ball at one of the screens. The man flinched and turned around, his eyes widening at the sight of Spider-Man standing before him looking unhappy.

“Oh crap.”

Peter then recognized the man, “You…” he hissed. Spider-Man marched forward. “I remember you. You ran off after Toomes and Schultz unmasked me! It’s about time I turned you in.”

“L-Listen man, I gotta make a living!” Phineas pleaded.

Punching a monitor, Spider-Man said, “And I like living. But after working for Vulture and Shocker, you decide to work for Mysterio? You supervillain lot can be pretty damn stupid.”

Mason gulped, “No one would hire me except Mysterio. I’m not a supervillain, I-I just tinker with their stuff ya know?”

Peter webbed his mouth shut before he could get another word out. “Tell it to Captain Wantanabe. Normally I’d have some quip ready but after what you two did, I’m pissed off to do that.” he said before webbing up Phineas’ arms and legs. He dusted off his hands and thought, ‘Ngh… okay… Not gonna lie that kinda woke me up. I think I can help Sunset before I collapse from exhaustion.’

Taking a step forward, Spider-Man paused, “Okay… maybe not…”

Then he fell.

“This might take a minute or two…”

“You cannot make a mockery of Mysterio and get away with it!” Mysterio announced, conjuring up lassos to keep Sunset at bay. They twisted around the Solar Eclipse’s arms, preventing her from using any spells to counter it. “Face it, Solar Eclipse, Mysterio is your true superior in the arcane arts. You and your webbed friend cannot hope to stop me.”

Sunset shouted and shot a beam out of her hand, forcing the rope to release. She punched Mysterio’s helmet with an aura covering her fist, cracking the dome a little more this time. “I would say your arrogance reminded me of someone I know, but I think Spider-Man already made that quip.” she joked.

An aura surrounded Mysterio’s hand and he reared it back. Sunset tried to block it with her magic, but his fist broke through, decking the Solar Eclipse directly on the cheek, leaving a small red mark. Sunset shook her head as Mysterio spoke, “Did you think Mysterio was a one-trick pony, Solar Eclipse? Mysterio is capable of breaking through your novice-level magic.”

The Solar Eclipse frowned as she rubbed the sore spot on her face, “I take slight offense to one of those retorts, so I’m just gonna pretend you didn’t say that.” she got into a fighting stance, “And you think I only have novice-level magic? Buddy, I studied it more in a few years than you have in your entire life.”

“Then prove it, Solar Eclipse!”

Sunset grinned mischievously, “With pleasure.”

Mysterio vanished in a puff of smoke, Sunset’s eyes wandered about, searching for her opponent. A loud yell got her attention and she turned around, forming a barrier in front of her to block the magician’s fist aiming right towards her. Cracks formed around the shield Sunset was holding out and she tried her best to push the Master of Illusion away from her to get a hit in.

The barrier broke apart, catching the Solar Eclipse off guard. Sunset lowered her head as swift as she could to dodge Mysterio’s aura-covered fist and kicked his armored leg. This managed to get Mysterio to lower his head, allowing the Solar Eclipse to give the magician a magic-enhanced punch to the dome covering his head again.

More cracks formed on it. This time a bright light was visible from where they were placed. “Grah! I have had it with you so-called magician! It is time you and the other heroes bowed to your ruler!”

The Solar Eclipse held Mysterio’s fist in her hand and lowered his arm. “Yeah… sure we will.” she quipped.

Opening his palm, Mysterio surrounded Sunset’s body in a bright green aura. She was no longer able to move. “You most definitely will. Once I destroy you I will eliminate Spider-Man and the rest of the heroes in this city! All will know the name Mysterio!”

The Solar Eclipse gritted her teeth as she tried to fight Mysterio’s magic to no avail and then coughed. She was launched backwards and fell on her back. “Ah, I see you’re getting falling under the very same effects as Spider-Man.” Mysterio brandished another blade to strike down his enemy, “Perhaps Mysterio won’t repeat the same mistake of letting you continue to oppose me.”

Sunset raised a finger and managed to get a small beam to catch Mysterio off guard. The aura faded and she performed a sweep kick to trip Mysterio. Sunset stood up and was ready to strike again.

Performing another vanishing spell, Mysterio left a trail to trap the Solar Eclipse. The hero knew better, but noticed two beams of light looming behind her. With her pupils widening in surprise, she saw a train heading right for her. She created a force field as thick as she could once she realized there was no way she could move in time. The hero closed her eyes, ready to deal with more pain.

But then… nothing happened. Curious, the Solar Eclipse opened her eyes and noticed that the train was passing right through her. Sunset lowered her shield and looked at the active projector and shot a beam of magic at it, destroying it. “I guess some old habits don’t die after all.”

Sunset ran in the direction she saw Mysterio’s smoke trail lead. It was behind another large door and she kicked it down, finding Mysterio trying to make an escape. “I’m done playing these showman games, Mysterio. You’re going behind bars where you belong.”

The Master of Illusion attempted to getaway, but Sunset used her magic to propel herself forward with one hand and enhance her other hand to break through more of Mysterio’ helmet, “Wait! No!”

Mysterio tried to deflect as best as he could, but the Solar Eclipse kicked him and made him lean onto a table with the force of her attack. He attempted to throw another punch, but the hero slammed his arm down. Sunset jabbed Mysterio’s helmet and it began to cover his head in more of that bright purple. “Please, stop! You cannot do this to Mysterio-!”

The Solar Eclipse one last punch to the dome. The bright light covered the entire head region of Mysterio at last, the dome no longer able to hold itself together.

Meanwhile, Peter managed to reach the room only to be greeted by an explosion of light. He pushed the pain aside and sprinted to where it came from, hoping the worst didn’t happen. He shielded his eyes from it and knelt down, succumbing to his exhaustion once again. “Eclipse…?!”

“I’m right here, Spidey.” Sunset assured.

The light faded, and Sunset was pinning down the now unmasked Mysterio. Peter’s lenses narrowed as he took a moment to examine the person. Finally his identity popped in his head, “Hold up… You’re Quentin Beck.”

Beck snarled at the heroes, “Indeed I am. But you will never see me again.” he tried to use his magic, but nothing happened, “Ah ha!” nothing happened again. “What the hell?”

The Solar Eclipse smirked, “That helmet was the source of your magic. You’ll be stuck using gags and illusions now.”

“Not like you’ll be needed them in the slammer… I just have to ask… why?” Peter asked.

Beck sighed, “Why do you think? No one wants to watch a magician anymore… I needed a new way to bring attention to me. What better way than to become one of the many supervillains. My initial target was you, but your friend got in the way of that. I planned to record your downfall so that I can establish myself as a threat to anyone who opposes-“

Spider-Man webbed up his mouth, “That’s all we needed to hear. You just like hearing yourself talk, huh?”

“Captain Wanantabe is gonna love seeing these recordings.” Solar Eclipse said to the now silent Beck.

Peter and Sunset watched the police arrest Beck and Mason from a rooftop not too far away. The former sat down and sighed, “So… your first solo supervillain defeat, huh?” he asked. Sunset could just hear his grin.

Sunset shrugged, “I guess.”

“You stopped an actual magic user... You have to admit that’s pretty cool.” Peter insisted to his friend.

“Yeah you’re right.” Sunset admitted,

Peter quipped, “Pretty soon you won’t even need me as a mentor at the rate you’re going.”

Sunset waved a hand, “Trust me, I still have a lot to learn.”

“Well you’re a fast learner; at school, with magic, and now Solar Eclipsing.” Peter complimented.

Sunset smiled, “Thanks, Pete. That… actually means a lot coming from you.”

“No prob— Ach!” Peter yelped, feeling his body tense up with each movement.

Sunset wrapped an arm around his shoulder to keep him standing, “We should get you back to your apartment before you collapse.”

“Good… idea.” Peter agreed.

“Peter!”

The boy was immediately greeted by a tight hug from his aunt, who was shedding tears upon finding her nephew safe and sound. Peter returned the hug, “I-I’m fine, Aunt May. A little sore... but it’s nothing a good night’s rest can’t solve.”

Ending the hug, May looked at her nephew, “You aren’t fine, Peter. You were just held captive for a full weekend!”

“I was… wasn’t I? Sorry to make you worry like that…” Peter apologized.

“You don’t need to apologize, Pete.” May assured, “I just… You being Spider-Man, to think that one day you won’t come home and it nearly happens…”

Peter gave his aunt a soft smile, “Well if I’m nowhere to be found, you can at least know I have someone watching my back.” he looked at Sunset, who gave a nervous grin.

May looked at Sunset, “I knew you’d find him. Thank you so much for saving him, Sunset.”

“You’re welcome, Mrs. Parker. I know that I’ll have his back and he’ll have mine. It’s what friends do after all.”

“Well you are a great friend, Sunset. And a good hero in your own right.” May said.

Sunset raised a brow, “Are you sure?”

“You not only earned Peter’s trust, but you saved his life. That’s more than enough reason to believe that.” May eased.

Sunset rubbed her neck, “Wow, uh… Thank you, Mrs Parker.”

“You’re welcome. Now I believe the two of you should get some sleep.”

Peter yawned, “Good idea actually.”

Sunset agreed, “I should get going now that you mention it. Thanks again for being on standby, Mrs Parker.” she said as she walked out the door.

“Anything to help you and Peter. I hope you get some well-deserved rest Sunset.” May said before closing the door. Sunset yawned as she left, thinking back on the exhausting adventure she had, and the fact that the girls were never going to believe this story.

Author's Note

Next Time: Taking a day off from school to recover, Peter decides to make up for lost time: Sleep, take photos, patrol, and have an important discussion at Sugarcube Corner.

Interlude: Friendly-Neighborhood Hero

Peter’s face scrunched up as he was conscious enough to notice the sun glaring over his face and opened his eyelids. He moaned and raised a hand over his eyes, “Oh man…”

The boy yawned, raising his arms to stretch. For the first time all weekend, Peter slept wonderfully. He sat up and rubbed his neck. He then picked up his phone and checked the time, noticing that it was past noon. “Oh nice, I slept through the morning…” he laid back down before a thought struck him, “Wait a minute, I slept through the morning!” he repeated louder this time.

Peter instantly shot up and changed his clothes, realizing he was late for school. ‘Just when I thought I had a decent schedule going too! I’m pinning this all on Mysterio.’ he thought as he grabbed his bag, hid his costume and opened his bedroom door, ready to reach school in what he hoped would be record time. His body was still sore but that didn’t matter to him as he made a mad dash to leave.

“Peter? Where are you going?”

Peter cringed at the sound of his aunt talking to him. “Sorry, Aunt May, but I woke up late and I really have to get to school.”

May shook her head, “I called you out for the day. After the weekend you had, you needed the rest.”

The boy breathed in relief and leaned on a wall, saying, “Thanks, Aunt May.” he said as he dropped his bag. “But… I still need to head out in costume later.”

His aunt folded her arms, “After what you endured, there’s no way I’m letting you swing out there so soon. You need to rest properly today and then you can worry about patrol.”

“But I need to get photos for Jameson. I kinda have to make up for not getting any involving Mysterio. Please May? Once I do that, I’ll come right back home and sleep.” Peter pleaded.

May exhaled, wondering if letting him out is the best course of action. But deep down she knew they needed whatever money they can get. She rubbed her head, “Okay, fine. You can get your pictures, but you have to head right back here once you’re done. No excuses.”

The boy nodded, “No excuses. Got it.” he dug a hand into his bag, pulling out his dirty and torn costume, “You know, I should really learn how to fix this up myself.”

“Didn’t you mention that Tony Stark fixed it?” May asked.

“Yeah, but I’m… kinda thinking over my partnership with him. Long story.” Peter admitted in a sad tone, “I’d rather not go back to my old suit unless I have to so in the meantime learning how to stitch up a suit like this would help in the long run.”

May frowned, aware that Peter’s decision to distance himself from heroes like Iron Man was tough for him considering he always wanted to stand among them even as a child, “If it helps, I’m glad you’re doing this. You’re safer down here than up there with the Avengers. If something were to happen to you while on one of their missions…”

Peter smiled, “Nothing would happen to me if I joined, Aunt May. And like you said, I’m better down here in the friendly-neighborhood and would’ve turned down a chance to join at this point.”

“That’s good.” May replied, “...You know, maybe I can teach you how to fix that suit up.”

Peter perked up, “Really? But… aren’t you going to be busy at FEAST today?”

“I can always make time to spend with my nephew.” May reminded him before holding the torn suit in her hands, “Now we should get started before it gets too late.”

“You’re the best, May.” Peter said.

“You did not save Spider-Man.” Rainbow Dash replied to Sunset, who was telling her friends about what she did the past weekend. The girls sans Twilight seemingly were interested to hear why she suddenly went silent over the past few days.

Sunset smirked, “I did though. The only reason it happened was because Mysterio had Equestrian magic.”

Twilight finally spoke up after being silent, “He did? But how?”

Sunset tapped her chin, “That’s what I’m trying to figure out, Twi. I’m thinking it might be a delayed response to bringing the princess’ crown to this world like how the Sirens got their powers back.”

“Hold up, are we just gonna ignore the fact that those were the first words Twilight said to us today? She didn’t even gush about science class today or what new discoveries she made or whatever like usual.” Rainbow asked.

“I tend to disagree with Rainbow’s nosey behavior, but for once I agree, is there something the matter, darling?” Rarity wondered.

Twilight frowned, “Uh, no. Continue Sunset. Please.”

Sunset took a bite of a carrot and said, “My superhero stories can wait. It sounds like something is seriously bothering you.”

“Nothing’s bothering me, I swear! Leave me alone!” Twilight denied again, faster and louder this time. “...Sorry for lashing out like that.”

“Lashin’ out? Yer just bein’ defensive. Honestly, if ya aren’t ready to talk we can respect that.” Applejack replied.

Twilight exhaled, “No, I think I need to explain myself. If you don’t mind that is.”

“We’re all ears, Twilight.” Sunset assured.

“It’s about Peter.”

Pinkie cheered, “I knew it!” she got a few glares her way and then immediately composed herself, “I mean, carry on.”

“I feel like I went off a little too hard when he didn’t show up. It was… pretty aggressive for my standards.” Twilight admitted.

“I mean, you’re still new to the world of crushes.” Rarity reminded her.

Twilight said, “I know, but that doesn’t justify my reaction. Peter has his own priorities and I should’ve respected that.”

“He didn’t check in with you to cancel though, that’s a pretty jerk move all things considered.” Rainbow said.

“Peter may have been too busy with work.” Fluttershy intervened.

Twilight rubbed her head, “Which is something I should’ve considered. I’m an idiot!”

“I wouldn’t go that far.” Sunset replied. “I spoke with Peter recently and he’s just as upset about missing your ‘study session’ like you were.”

“He is? How did you get in contact with him?” Twilight asked.

Sunset explained, “Since he’s Spidey’s photographer and he had the Stark Internship, he can easily reach out to Spider-Man whenever we go on patrol. Maybe I can see if he’ll chat and give you closure.”

Twilight perked up, “Can you please?”

“I’ll let him know after school.”

“Thank you so much, Sunset!” Twilight cheered.

Rainbow leaned an arm on her chair and gave a smug grin, “I guess Twi’s gonna get that date after all.”

With his suit repaired, Peter finally headed out for a patrol in order to get some photos for Jameson. He checked the time and noticed that him and May took the rest of the school day to fix it. The spider emblem on his chest was flying around him and taking photos of his swinging poses. And while he was doing that, Peter chose to make a quick call to his friends and explain what they missed while he was swinging. It went about as well as he expected.

“Mysterio is Quentin Beck?!”

Peter knew he was gonna get that response once he told Trixie who the domed baddie who took him down was. “I knew that guy was bonkers!” Ned replied.

“I wish you never told me this, Parker. Now Trixie need to find a new magician role model. One who isn’t a villainous psycho.” Trixie grunted.

“I had to tell you so you can get some closure. I’m surprised you didn’t see it in the news or whatever.” Spider-Man added.

Trixie said, “I tend to be in a rush while preparing for school.”

Peter chuckled, “I can relate to that all too well.”

“We’re just glad to hear you’re safe and sound. And you somehow got a day off from school. What the heck even happened?” Ned wondered.

“Mysterio got real magic. I underestimated him since Sunset said he used fakes. Things went downhill and Sunset got me out of that jam.” Peter explained, “In hindsight, rejecting a superhero partner was going to be a bad idea.”

“Learning from you must be so cool.” Ned said. Spider-Man flipped in the air and continued his swing.

Peter responded as he shot another webline at a building, “Yeah right. Honestly, Ned, teaching someone with different powers the ropes is pretty hard. I’m learning a lot too. I’m just lucky I trusted someone who listens. Teaching someone else with spider powers could be a lot easier, but as of now I’m the one and only Spider-Man.”

“At this point you can use a superhero team beyond mission control.” Trixie commented.

Peter shrugged while getting ready to shoot another web, “Eh, sure. Spider-Man and His Amazing Friends has a pretty good ring to it.”

Ned responded, “Sounds like something out of a Saturday morning cartoon.”

“We go to a high school that is the nexus of a magic horse dimension and know a group of girls capable of anime transformations to fend off magic threats. We’re already eligible for a Toonami broadcast.” Spider-Man countered.

“Fair point.” Ned said.

His lenses narrowed, feeling his Spider-Sense, “I’ll call you guys back. I have a feeling that I’m about to get distracted.” he stuck to a wall once he felt his Spider-Sense get worse. He looked in an alleyway and saw a kid get pushed down by two poorly-dressed crooks in masks, one in blue and one in black. If there was one thing Spider-Man hated, it was innocents getting hurt. It was time he stepped in and helped that kid.

The kid was shoved onto the ground. He grunted as he tried to stand and land a punch to one of the guys, but the guy moved from his fist. “You ended up in the wrong part of town.” one of the burglars laughed. The wannabe hero elbowed the burglar in black and was met with a fist to the face.

“You have to be stopped!” the kid decided. One of them kicked the boy and he fell on his back. “Ow!” he grunted in a vain attempt to stand up, but he was kicked again. He rolled to his stomach and leaned on a wall, his body aching from the scuffle, “Aw man…”

“You screwed up big time, kid.”

Spider-Man jumped down and cleared his throat, “So do you get joy out of hurting innocent kids?”

“Spider-Man!” the crook in blue said. He tried to punch Spider-Man but Peter webbed his moving fist and moved to the side, yanking the webline to disorient the man.

“Why do bad guys always act surprised when they see me? I really need a better PR agent.” Peter quipped.

The kid was in awe at the sight of his favorite hero in action. He watched Spider-Man fight the burglars. Every movement, hit, and dodge was even better to witness in person than on video. Spider-Man knew exactly what he was doing and despite his state, the boy smiled in glee at this. He considered the Solar Eclipse lucky that she gets to work with someone as cool as him and hoped to be standing at his side one day just like that.

Once he knocked out one burglar, Peter leaned back and webbed the crook in black’s mouth. He then spun vertically and kicked him right in the face, ending the fight. He sighed and stretched his limbs, “Okay I needed that.” he turned around and faced the boy, reaching out a hand to stand him up, “You alright, kid?”

The boy took his hand and stood up, “I-I can’t believe I’m talking to Spider-Man! Th-The Spider-Man! Oh man, I never thought I’d ever get to meet you face to face!”

Spider-Man chuckled, “Wow, I’ve never met someone as enthusiastic as you before… Sorry, what’s your name?”

“Oh! Miles. Miles Morales!” Miles introduced himself.

Peter said, “Well Miles, I appreciate the do-good attitude, but please leave the fighting to the pros. You can get yourself hurt... or worse.”

Miles sighed, “Easy for you to say, you have powers! I saw those people breaking in and wanted to do something just like you!”

Peter explained, “It’s true I have powers, but it’s no less of a risk for me as I just learned. I just don’t want you to learn the wrong example of what I do. Being a hero is not always about hitting people, Miles. It’s about doing the right thing and making this city a friendly-neighborhood, no matter how little the deed may seem. You can do that in your own way like helping out at FEAST for instance. You can be a hero in your own way.”

“R-Really?” Miles asked.

With a nod, Spider-Man answered, “Yep. Always remember that and stay out of trouble. Now shouldn’t you be hanging with your friends instead of fighting crime unlike me?”

Once Spider-Man said that, Miles suddenly paused and rubbed the back of his head, “I, uh… I really don’t have any friends and mostly keep to myself. I was actually on my way to my uncle’s apartment to hang out with him.”

“I see…” Peter mumbled. He thought, ‘Good going, Spidey. You tries to be a friendly-neighborhood hero and you reminded the guy of the state you were in before you met Ned and Trixie.’ he questioned, “What school do you go to, Miles?”

“Canterlot High. Why?” Miles answered curiously.

Spider-Man said, “My photographer Peter Parker goes there as well and he told me it’s a pretty friendly place. I’m sure the two of you can find common ground on being loners at first too. If it helps, I didn’t have any friends either, but I opened up. Became more social, which is how I met the Solar Eclipse and the Avengers. If I can do it, I know you can.”

Miles smiled, “If you believe so, then I’ll try! I won’t let you down, Spider-Man!”

“I know you won’t, Miles. I wish I could keep the conversation going, but I really have to go. Stay safe, alright?” Spider-Man said before swinging away to his next destination.

Miles watched Spider-Man swing away, “Spider-Man believes in me… I just got a life lesson from Spider-Man!”

“Crap, crap, mega crap.”

Jameson looked at each picture Brock got, all of them blurry and obscured shots of Spider-Man. “Honestly, Brock. For a rookie this is seriously poor work.”

Eddie sighed, “I’m trying my best, Mister Jameson.”

“Trying isn’t good enough in this business, Brock. Now get me some real photos worth publishing!” Jameson scolded.

Brock grunted and left the room, bumping Peter’s shoulder as he made his exit. “You better have a good reason for being in here, kid.” Jameson said as politely as he could.

“I do, sir. I have more photos of Spider-Man like you wanted. I couldn’t find his partner anywhere.” Peter explained.

Peter handed Jameson his phone and he looked through the pics, each clear and to the point. Peter didn’t get any with Miles for the sake of his privacy. “Not bad, Parker. For a newbie you know how to get good shots of that wall-crawling weasel.” he handed the teen back his phone and shouted, “HOFFMAN!”

A man clumsily stepped into the room and nearly tripped, “Yes, Mister Jameson?”

“We need a headline for the article. Any ideas?” Jameson asked.

Hoffman pondered for a minute, “Uh, Spider-Man Returns After Brief Hiatus?”

“Eh, it sucks.” Jameson replied, “I got it! Spider-Menace Returns After Brief Hiatus!”

With a defeated exhale, Hoffman said, “...Good thinking, sir.” he then left the room.

Peter put a hand on Jameson’s desk, “Do you really still believe Spider-Man is a menace?”

Jameson scowled as he replied, “As long as that webslinger wears a mask, I’ll always consider him a threat to this city. Him and his new partner if you must know! If you have a problem with that you can take your photos somewhere else.” he decided.

Peter knew he needed the money so he relented, “No problems here, Mister Jameson.”

“Good. Now keep doing what you doing. I’ll expose Spider-Man and the Solar Eclipse for who they are one day!” Jameson said, handing him a check. “Another outburst and I’ll deduct your next check.”

After a bit, the teen left. He wondered if Sunset was fine with having her name dragged through the dirt with his. He was okay with being a menace, but the last thing he wanted was to aid in a smear campaign against a friend too. He was ready to call and ask, but for some reason, he noticed that she called him: the call missed. Curious, he decided to call back and see what was up. He put the phone to his ear and after a few moments of waiting, he got an answer.

“Hello?”

“Hey, Sunset. I noticed you called. Is it about Jameson?” Peter asked.

“I did. And no, it’s not about him or the articles. I don’t care less about them. It’s about Twilight.” Sunset revealed.

That caught Peter’s attention. He muttered, “...Yes?”

The girl continued explaining, “She wants to talk to you. Think you can meet up with her at Sugarcube Corner today or tomorrow? Don’t worry about patrol, I’ll watch over things for you.”

Peter happily said, “Tell her I’m on my way right now! See you for training tomorrow?”

“I’ll let her know then, and you know it. See you tomorrow, Pete.” Sunset said before ending the call.

The boy hopped in the air and clicked his heels, thinking, ‘There’s no way I can screw this up!’

Later

‘There’s so many ways I can screw this up.’

There Peter stood, right outside Sugarcube corner. It was getting late, evident by the setting sun. He could see Twilight through the window, reading a book. He then gulped, ‘No backing down, Pete. Your crush is sitting in there. Come on, dude. You’re Spider-Man! You fight supervillains and nearly died. This should be a cakewalk for me… and yet this still feels like the greatest challenge I’ll ever endure.’ he inhaled sharply and opened the door.

It felt like ages for him, but Peter finally walked to the table Twilight was sitting in. “Hey, so is this seat taken?” he asked.

Twilight was snapped out of her trance at the sound of Peter’s voice, “Huh? Oh, Peter! You made it!” she mentally chastised herself for sounding too excited to see him.

“Being punctual is my thing after all.” Peter quipped, taking a seat across from the girl. “So listen… there’s something I was hoping to say.”

“Me too.” Twilight admitted.

“I’m sorry!” they both said at the same time, “What are you sorry for?” they followed up at the same time.

Raising his hands, Peter said, “I’ll go first. I’m sorry for leaving you like that. You’re still new to the school and friendship in general so it kinda looked like I bailed on you just to be a jerk when you finally had someone else to talk science with. Trust me, Twilight, I don’t want you to think I’m a bully like Flash Thompson. I should’ve known better than to set up that study session when I knew I had prior engagements and only did so because I hoped to wing it and do everything I had to on time and I should’ve called you to cancels oyou wouldn’t waste your time.”

Twilight shook her head, “I should be apologizing, Peter. Yes, I’m still new to… friendship admittedly, but that didn’t give me an excuse to scold you like that. I should’ve understood that you had prior engagements. Yes a call would’ve definitely helped, but you seemed to be extremely busy as of late if your tardiness, the Stark Internship and recent Spider-Man pictures are anything to go by. And the truth is… there may have been another reason why I acted the way I did…”

Peter raised a brow, “And that is…?”

Twilight started to blush and twirled a strand of her hair, “Can you promise you won’t hate me for this?”

“I can never hate you. Go right ahead.” Peter eased.

“I… kindathoughtthatitwasadate!” Twilight said as fast as she could just to get it out of her system, closing her eyes and waiting for the mockery of such an idea.

Peter nervously smiled and said to Twilight, “That’s funny. I actually thought the same thing.”

Twilight opened her eyes, the pink on her cheeks still present, “You mean…?”

“Yeah. Missing our study date tore me up inside. I mean, I missed a chance to chat with a smart, cute girl over something she’s passionate about. How could I not be upset about that?” Peter replied as his mind raced. ‘Holy crap. Where are all these words coming from? It’s like my usual brand of quips were replaced with words that won’t get me punched in the face! Thank you, spider bite!’

Twilight giggled, “Do you really mean that?”

Peter smiled, “️‍Every word.”

“Well hearing that from a handsome genius such as yourself is reassuring.” Twilight complimented before pausing, her eyes blinking in confusion, “Is… Is that a good compliment?”

Peter chuckled, “That actually made my day. Heh, I guess you and I have a lot to learn about romance, huh? Because I’ll be honest here, I know next to nothing about this.”

“Well we can consider this a mutual experiment.” Twilight said, putting a hand on the table before Peter put his hand on top of hers. The both of them felt their faces heat up some more, “And I wouldn’t mind having you as a partner as we find evidence.”

Peter smirked, “Are you sure you’re new to this?”

Another giggled escaped Twilight before she composed herself. “Yes. So, is this is a date then?”

“Only you want it to be.” Peter decided.

Twilight answered in content, “Then I guess it is.”

Right outside Sugarcube Corner, Rainbow handed Sunset $10 as she grumbled, “Way to let me down, Parker.”

“Told you Twilight was gonna spill the beans first.” Sunset laughed. “She may not be the nervous wreck you thought she was.”

“Yeah yeah, lesson learned. Friendship strengthened and junk.” Rainbow Dash muttered. “Those two seem happy at least.”

The fiery haired girl proudly folded her arms, “Yeah, they do.”

Meanwhile away from the public eye, Tombstone sat in his dark office signing an endless pile of papers. He paused at the sound of… something. He wasn’t sure what, but he sat up just in case he needed to defend himself. For all he knew, the Green Goblin was here.

The doors to his office bursted open. The strangers were not the kind of guests he was expecting. Three girls stood before him, each of them covered in hoods. Tombstone scowled, “This is quite a surprise.”

“You must be the Big Man, I presume?” the orange-skinned girl asked.

Tombstone folded his hands, “What matter is it to you?”

“Let’s just say we’re interested in your business.” the girl revealed. The three of them removed their hoods, revealing their faces and uniquely sized hair that was somehow larger than their bodies. “We heard from a little birdie that you know a thing or two about magic.”

Tombstone gritted his sharp teeth, “I’ll repeat my earlier question, what matter is it to you?”

The purple girl rolled her eyes, “We just want our powers back through any means necessary.”

“Yeah, tacos can only fill me up for so long!” the blue girl said.

“And who might you lot be exactly?” Tombstone asked.

“Pardon us. I’m Adagio, and they are Sonata and Aria. Now before you say anything, we know all about your little business and will keep quiet.” Adagio revealed.

“There is going to be something you want out of this so get it over with before I decide to stop listening.” Tombstone growled.

Aria quipped, “Just get this over with Adagio.”

“We want our powers recreated. See, we’re not exactly from around here. But on the condition of you finding a means to bring them back or somewhere close to that, we’ll go after the Spider-Man you hate so much so long as we get to fulfill our own vendetta.” Adagio declared to the Big Man, “Do we have a deal?”

Tombstone thought for a moment. After the failure of his last project, he could use more guinea pigs. He smiled deviously, “Very well. I shall alert Hammerhead and Smythe of this development. But I will allow this so long as only Spider-Man, your target and no innocents are targets. It’s bad for business after all.”

Sonata saluted, “You got it, boss man!”

After so long after their defeat by the hands if the Rainbooms, it was time for the Sirens to strike back.

Author's Note

And with this we begin the next arc, Of Symbiotes and Sirens.

Next time: Peter has to stop a new thief called the Black Cat from stealing the V-252 and selling it on the black market.

Interlude 2: Wheels of Progress

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Issue #28: The Alien Costume Saga, Part I

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Issue #0: Late for Class

Tick. Tock. Tick. Tock. The sound of a clock moving in the back was the only sound made as the students took their test, minus the scribbles of pencils on paper. A fair-skinned boy in a hoodie whispered to a blue-skinned girl with silver hair, noticing that the seat in front of them was empty. "Have you spoken with Peter at all today? He's about to miss the test." asked Ned in a quiet tone.

Trixie shook her head and gave a disgruntled sigh, "You know what that idiot does when he's not here. I already tried calling him before the bell, but he didn't answer."

Ned exhaled, "Right. And he didn't let me be mission control this time."

Little creaks of a metal doorknob gained the attention of every student in the classroom. It opened up, and stepping into the classroom was a boy wearing a hoodie, small cuts on his face, and sweat pouring down his head. He held the strap of his bookbag over his shoulder, small marks seen on it as well.

"Mr. Parker..." Mrs. Harshwinny said, ready to scold him, "Any particular reason as to why you were tardy on test day?"

"Ha! Nice look, Parker!" Flash Thompson shouted from his seat, earning an elbow nudge from Flash Sentry to be quiet.

Peter pinched his temples, "Yeah... Yeah, I have a good reason." he replied awkwardly, rubbing his head.

Mrs. Harshwinny raised a brow, "Well, what is it? I'm sure the class would love to hear why you were late for school."

Peter frowned, "Well..."

'Crap. Crap. Crap.' Peter repeated in his head, running from rooftop to rooftop in his Spider-Man costume. He shot a strand of webbing and it hit the side of a building, allowing him to jump and swing as fast as he possibly could. 'Stupid train. I knew I should've skipped breakfast if it meant catching it on time.'

Spider-Man grunted, 'Now I'm gonna be late for a first period test. Just my luck.'

The wall-crawler pushed himself in midair as fast as he could, repeating his earlier actions to continue swinging. 'Calm down, Pete...' he told himself, 'If you keep going at the pace you're at now... You might just make it in time.'

A tingling sensation rang in Peter's head, and he noticed something going on below him, vehicles being pushed around and people running around in terror. 'Parker Luck at it again! And I can only guess who's causing this... Again.'

With a sigh, Spider-Man swung down and perched himself on top of a car, noticing a man wearing a red and yellow coat and mask holding a purple glowing glove, "Hey there, Shocky. You know, you have to take me to your tailor someday. Cause I wish my costume could get fixed that quickly."

"Spider-Man. You again." groaned Shocker.

The webslinger stood up, "Uh, yeah. I'm not Iron Man... Am I?"

Shocker yelled and used his gauntlet to blast Spider-Man back, the car he was standing on moving as a result as well. Peter got his bearings and flipped, holding the car over his shoulders before dropping it gently. "That's not how you treat an old friend, Shocker." he scolded playfully, using his webbing to block the gauntlet, but Shocker vaporized it before it could reach him.

"Aw, breadcrumbs." groaned Spider-Man, zipping away before Shocker could attack him. "So, what's the game plan, Shocker? More friends? New costume? Want a better name? Cause I can do all that without the collateral damage you know."

"Money, ya know? It's simple." replied Shocker. Spider-Man perfomed a flip and was about to kick the criminal, but his gauntlet collided with his chest, a purple glow covering him as he was pushed upwards. Spidey could be heard groaning as he was forced up, "And to finally take you down once and for all."

Spider-Man wheezed, backflipping onto another car. He saw bystanders watching the fight, cheering for him. His lenses widened, seeing Shocker raising his arm again, his gauntlet glowing. In a haste, Peter shot a line of webbing forward and zipped ahead, "Alright, Shockster! I gotta ask, who's the money for? Cause it sure isn't for your PR agent judging by your appearances."

"Can't say." Shocker answered, "It's a surprise."

"Ooh." Spider-Man pretended to sound surprised. "I love surprises! Is it for my birthday? Cause Christmas isn't for a long few months, we're in Spring, remember?" he asked, punching Shocker in the face, his mask offering resistance to the punch. "Then again, you can never be too early for Christmas shopping, as those stores would tell you... before Labor Day."

Shocker yelped, pushing Peter back with his weapon, the purple aura emitting a laser strong enough to launch him back. Spider-Man tumbled on the streets, webbing Shocker's bag of money towards him in the process while stunned. "Got it..." he moaned.

The costumed criminal cracked his knuckles, "You know, kid. You've been in a real thorn in my side for the past few weeks. It's about damn time I ended this feud before it escalates." his gauntlet was primed, charging while Spider-Man staggered to his feet. His lenses closed as he struggled to move at the moment.

But before Shocker ended it, a quiet vibration and song blared for all to hear.

"You better believe, I got tricks up my sleeve..." came the sound of a singing female voice.

Shocker lowered his glove, "What the hell is that?"

Spider-Man reached a hand into his bag and read the contact as the song continued playing, 'Not now, Trixie. I'll be there soon.' he groaned as he rolled to his stomach before pressing the stop button, ending the call. Finally, Peter got to his feet. "Sorry about that..." he mumbled, "Now, it's about time we settled this."

But he noticed Shocker was gone and saw a broken down truck making a getaway. "Oh no you don't!" he ordered, shooting a webline at the moving truck. What he didn't expect was the speed of the vehicle and so, he dropped onto his stomach, being dragged away. "Ow ow ow ow ow..." muttered Peter as his chest bumped the road.

The truck turned a corner, prompting Spider-Man to slam into a wall, "Ah!" he screamed in pain, his body sore. Kicking open the backdoors, was Shocker. "Oh no..." he moaned.

"Sayonara, wall-crawler." was all Shocker said. Then he shot a blast from his gauntlet, knocking Spider-Man back again. The webslinger fell with a thud and even blacked out for a second. His lenses opened wide again when he awoke from his brief moment of unconsciousness a minute later, and he held his sore head.

"Where did--?" Peter asked. The truck was gone, which meant Shocker was as well. Again. With a heavy sigh, he reached to his phone, checking the time. 'Oh crap! I'm almost late for class!' with that realization, Peter did all he could to swing to Canterlot High as fast as he could.

Peter shrugged and scratched his head nervously, "And that's what happened. Superhero battle ruined my commute. Some debris fell on me too."

Mrs. Harshwinny pursed her lips, and checked for any news update on her phone, all was silent otherwise. "It seems you are telling the truth. There are articles of Spider-Man and Shocker battling this morning. It is fortunate that you are alright. You may be seated for the test." she ordered.

The boy nodded and walked to his chair, "Thank you."

A few periods later, Peter, Ned and Trixie went to lunch, where they could discuss the morning's events. Ned nudged Peter lightly, making sure neither of them dropped their trays, "Dude. You fought the Shocker again and didn't tell us?"

Peter shrugged as they sat down, "It was a sudden thing." he smiled, "Maybe I'll let you join in next time."

"You better..." huffed Trixie while folding her arms, "Had us worried sick you know?"

The boy smirked, "I didn't think you cared."

Trixie rolled her eyes, "Believe it or not, we're friends. The last thing Trixie needs to hear is that you were defeated by Shocker or some no name crook on the streets."

"Don't worry, I think I'm getting better at this hero thing." Peter admitted, munching on an apple.

Trixie smirked, "Just be lucky you had a good alibi today and not mentioning the Stark Internship again. That excuse is starting to wear thin everywhere."

Ned nodded, "Yeah, what's up with that anyway?"

"I told you, Mister Stark came to my house to recruit me for this awesome airport battle against Captain America's team. The excuse now is that Mister Stark hired me for an internship when I'm actually out Spider-Manning." Peter reminded his old friend casually. "After the battle, he was perfectly okay with that excuse and gave me a contact with Happy just in case."

Trixie pursed her lips, "I don't think Spider-Manning a word."

Ned chuckled, "Well, it is now."

"Hey, Peter!" came another female voice. And to Peter, it sounded like a beautiful song from an angel. Standing across from them was a girl with purple skin, glasses over her eyes, unlike most kids, she wore a formal uniform and her hair was in a bun. "I'm sorry, I just heard about what happened to you and I-I came to check to see... if-If you were okay." she stammered awkwardly, a sheepish smile on her face.

Peter smiled awkwardly as well, "Y-Yeah, I'm fine, T-Twilight..." his eyes turned to focus on the other table, seeing Twilight's friends smirking over something and Sunset Shimmer looked to be giving a proud smile. He wasn't sure why though."T-Thanks for checking on me though." he added, his voice randomly going deeper as he tried to hide his nervous emotions. He cleared his throat. "S-So... Have you taken that Spanish quiz?"

Twilight adjusted her glasses, "N-No, not until next period. I heard it was a little difficult though."

Peter smiled as he dug his spoon into his mashed potatoes, "For someone as smart as you. Nah." he waved off a simple compliment. "But good luck though."

"T-Thanks..." was all the girl said.

Twilight giggled and then walked back to her table in silence. Ned and Trixie chuckled at Peter's expense. "...What?" he asked, his demeanor back to normal.

"You're so into her." Trixie teased.

Peter shook his head, "What? No...?" he stumbled his words.

Ned patted Peter's shoulders, "It's alright, Peter."

"Guys..." said Peter, "I don't have a crush on Twilight. Yeah, she's smart, a bookworm, adorable when she figures something out, have a cute smile, and is really pretty. But I do not have a crush on her. Got it?" he dismissed in a atern tone, not noticing Ned and Trixie's evergrowing smirks on their faces like how his face turned red with each word slowly spoken. "Oh come on."

"Tell her you're Spider-Man." said Ned, "That should earn you a chance for a date."

Peter snorted, "Yeah, right. Hey there, you wanna go on a date with me? Oh by the way, I'm Spider-Man."

Ned frowned and took a look at his sandwich, "Well, when you put it like that, it sounds stupid."

"Honestly, Parker, be glad Trixie is here to guide you." Trixie bragged, wrapping an arm around her friend, "Because whether you're Spider-Man or Peter Parker, I'm here to make sure you don't screw up."

"Gee, thanks." the boy replied in a sarcastic tone.

Trixie smiled proudly, "Anytime, Peter. Now, shall we go back to discussing your little... adventure this morning before you become a slurring mess?"

"R-Right." Peter agreed.

Ned took a bite of his pizza, "So, did you plant a tracer on him before he got away?"

"No, I blacked out before I could reach him." he cracked his wrist, "Those gauntlets of his are becoming stronger by the second. It's like everytime we fight, he becomes more of a challenge."

Trixie tapped the table with a finger, "Seriously?"

Peter shrugged, "Yes. Luckily, he's the only big crook I've fought. Sometimes I'm glad I'm not like the Avengers and have to fight off aliens, gods and robots every week."

"Thankfully." muttered the stage girl.

Ned smiled, "But it would be awesome."

The wallcrawler cleared his throat, "Anyway, maybe next time we meet, I'll finally figure out what his game plan is. And judging by his track record, it will probably be tomorrow."

The truck pulled into the garage of a secret warehouse on the dock. The vehicle slowed down as it stopped and kicking down the door was Shocker, holding a bag of money in his hands. "At least he's not here anymore..."

The villain removed his helmet, revealing his bearded face. The dimly lit room was obviously hard to see in. The only source of light was the lam on top of a desk. In the room was what looked to be jet propellers attached to a green exoskeleton suit and two people sitting on said desk near the suit.

Looking over was an older man wearing a furry vest, seeing the other man tinker with the devices. The older man acknowledged Shocker, "Well, well. If it isn't Schultz. I take it the robbery went well?"

Herman nodded, dropping the bag and the gauntlet he used, "Right here, Toomes, the sum is enough for the Big Man to be satisfied until we can develop more weapons. The Spider-Man showed up again, by the way. Luckily, these little gloves did him in again."

Toomes smirked, "The little bastard in red showed himself again? Hm, he could be a danger to our little business in due time." he looked to Mason, "Luckily, those little scraps we nabbed from Oscorp could prove useful in our hopes to stop him."

Adrian noticed the different guns lying about on the shelves and then focused on the green exosuit and pilot helmet and he chuckled darkly, his palm curled into a fist. "If he becomes a nuisance again. I'll be sure to step in this time."

Author's Note

So, this is a little thing I did to celebrate the release of Spider-Man Homecoming. Especially since my other Spider-Man story is becoming a massive crossover, so I thought I should dig back to the roots of the character.

This is based off of various incarnations of Spider-Man (Amazing, Ultimate, Spectacular, MCU) with some minor changes (EQG magic related mostly). Also partly inspired by Equestrian Avengers: Shattered Dimensions.

Civil War and the first two Avengers movies are the only MCU stories I'm fitting in right now, the rest of the Marvel stuff is up for interpretation or close to the comics until I get to that point.

Issue #2: Enforced Plan

"Come on girls, i-it's nothing, I swear..." stammered Twilight, sitting around her friends. They were all in Pinkie's house, discussing their day, Spider-Man and a certain boy Twilight spoke with earlier.

Rarity chimed in, "Darling, your cheeks are turning red at the mere mention of him." she revealed, causing the bookworm to cover her face with her palms in embarrassment now. "I mean there is no shame in admitting it."

Rainbow nudged her elbow, "Yeah, at least he wasn't around to witness the Friendship Games." silence was shared among the seven and she folded her arms, "What? Too soon?"

Fluttershy raised a finger, "A little bit."

Rainbow bit her lip, "Oh... my bad, Twi." she apologized, realizing what she said.

Twilight inhaled and replied, "It's fine, Rainbow. I'm doing much better now."

Sunset smiled, "That's good though. It is a little weird that he wasn't around for that mayhem at all. He mentioned that was when he had the Stark Internship or whatever it was down in Germany after the beginning rounds."

"He landed a job with the Tony Stark, the billionaire? Iron Man? How amazing!" applauded Rarity in awe. "He must have some amazing connections, I can see why you would be infatuated with him, Twilight."

The bookworm bit her lip, "I'm not..." she signed as she tried to make another denial, "It's not about the internship. Ever since we worked in class together, I just..."

"Aha! So you do have a crush on him!" Pinkie realized, her cheeks cupping her own face. "Aw! That's so cute!"

"Can we change the subject, please!" Twilight blurred out, realizing she was speaking louder than usual. She cleared her throat as they quieted down, "Oh, um... sorry."

The fiery-haired girl raised her hands, "Alright, Twi. Anyway, I'm surprised there hasn't been any magic leaks since the Friendship Games. We're kinda lucky in that."

"We gotta keep this stuff contained in the school." Rainbow reminded the others, "It's not like the Avengers or anything can show up and know about this."

The conversation was cut short by the sound of seven phones vibrating at once. Curious at the coincidence, they each took out their devices and read the headline from the Daily Bugle news app. "Spider-Menace aids crooks in destruction of local bank..." read Sunset loudly, "That doesn't sound like something he would do."

Rainbow scoffed, "It's probably that J. Jonah Jameson guy writing this stuff again. He has it out for Spidey for some reason. Like the carjacking article earlier."

Pinkie stifled a snicker, "It was a pretty funny video though. It didn't look intentional, and that was what made it so good!" she giggled.

"It kinda was though." Rainbow admitted.

Twilight looked out the window and saw smoke in the distance as well as sirens, "I hope no one got hurt though."

"It doesn't say. The bank was probably empty at this time of day and Spider-Man just so happened to be there. Things looked to have calmed down though." Sunset assured before yawning. "Oh, sorry."

"Yer a little tired, huh?" Applejack asked before yawning herself, "Yeah. Ah think we should wrap this up."

Friday Morning came and with it came school once again. The day went pretty smoothly for Peter as he prepared for another lunch period discussing his adventures.

A tray was dropped down on the table as the same time as Ned and Trixie. Peter coughed, "So, how about that Algebra quiz?"

Trixie groaned, "Don't remind me. I bombed it horribly."

"I think I did all right." Peter shrugged off. "I could tutor you if you want?" he offered.

"No thanks, Trixie does not need your help." shrugged off the stage girl.

Ned sighed, "Any luck on that power source?"

Peter shook his head, "Not yet. It's just a glowing purple orb sitting in a drawer on my desk." he explained, tapping his spoon on the rim of his plate after taking a bite of his mashed potatoes.

"Oh..." moaned Ned in disappointment.

Peter replied, "Yeah, but I intend to figure things out whenever I run into Shocker or those Enforcers and fight them or whatever."

"Of course you are." Trixie said, "Perhaps it'd be wise if you had us on contact while you're out crimefighting. It will make things easier for us in case things go crazy."

The wallcrawler smirked, "Heh. Again, I didn't think you'd care enough to come up with this idea."

"Believe it or not, there is a part of me that wishes nothing bad to happen to you dorks." Trixie bragged.

Ned put a finger on his chin, "I got some spare headsets we can use and a laptop to track your movements with your phone."

Parker responded, "That will work then."

Changing the subject, Ned decided to bring something else up, "So, I finally got the internship at Canterlot University under Dr. Connors in his lab starting in a few weeks or so. It's gonna be awesome."

"That's great!" complimented Peter, "You should take us there on day when you're able to. I heard he was one of the best biologists in the city!"

Trixie sipped her juice, "I'll stay home on that day thank you very much. Perhaps one day Trixie will join the magician Quentin Beck as his assistant. That sounds much better."

Peter scoffed, "That washed out actor? He has about as much class as that Iron Will motivator guy on TV. Dude's as buff as a bull."

Trixie pointed an accusing finger at the boy, "Bite your tongue. He is an inspiration for Trixie."

"...Alright then." Ned replied. "If you say so. But yeah, I can hook us up one Saturday once I actually start."

"What are you guys talking about?" came a fourth voice suddenly in the discussion. It was a tan-skinned boy wearing a jacket and had blue spiky hair, "Oh, sorry, for uh, intruding on you guys like that."

Peter shrugged, "Oh, hey Sentry. The cool kids come to wreak havok on the nerds again?"

Flash Sentry pointed at himself, "Me? No, I don't do that. Randy and I try to tell Thompson to lay off you guys, but you know him." he assured with a sheepish grin.

"So what brings a high class student such as yourself to our table?" Trixie muttered the question.

"I wouldn't call myself high-class, but I was throwing out my trash when I overheard you mentioning Dr. Connors. Sounds like a nice gig." Sentry complimented, leaning on a chair.

Ned said proudly, "Why thank you."

"Oh, by the way, I heard about what happened yesterday with all the superhero stuff. You guys doing alright?" Sentry added, getting some nods. A smile came on his face, "That's good. This Spider-Man guy is awesome for doing what the other heroes aren't."

"Why can't the popular kids be this cool more often?" Peter asked in disbelief.

Flash pointed to the other table, "Sunset Shimmer and her friends are pretty welcoming. I think I can put in a good word for you three if you want company."

"N-No, that... that won't be necessary actually." stammered Parker, shrinking into his chair as his voice squeaked, looking at Twilight at her table, who was obvlious to his staring, "W-We're good here. Maybe another time?"

Sentry looked to Ned and Trixie, who pretended to not know his issue and he shrugged, "Alright then. I am friends with them, they are pretty friendly."

"Hey, Sentry!" came the voice of Flash Thompson, "Stop hanging with those dweebs and get over here!"

Flash Sentry rolled his eyes, "I better head back before Eugene comes over here." he patted Parker on the shoulder before walking away and he exhaled.

Trixie groaned, "Parker, this crush of yours is preventing you from being social. More than usual. For God's sakes you can hold a conversation with both Flashes before even saying a word to Sparkle."

"I-I can't help it!" studdered Peter with a arm gesture. "My brain goes all stupid!"

"I thought that was normal of you." Trixie commented with a smirk, earning a deadpan stare from Parker.

Ned Leeds looked around, "Okay we can focus on that later. Can we talk about our little Team Spider-Man thing before lunch ends?" he wondered.

"Right. Get your stuff and stay in my room." Peter insisted.

Night time fell again and Spider-Man was out patrolling, 'Okay. Hopefully, something happens tonight. I need to know who's the behind all this weapon trading and why they're giving it to common criminals.' he thought.

Unknown to Peter, however, was a helicopter trailing him from a good enough distance. Piloting it were the Enforcers, with Montana controlling the plane. "There it is, boys. The Spider-Man." he said, turning to face his men.

"The Big Man and Toomes got somethin' against him for gettin' in the way before." Fancy Dan said. "Just give us the signal and we'll kick his ass for insulting us."

"We have to wait for Schultz." Montana reminded him, aiming a reticle on Spider-Man while he was swinging.

Back with Peter, he spoke through his headset, "Anything yet, guys?"

'Nope. Man, being mission control is so awesome!'

'Trixie has no idea what is what on this screen.'

'It's a satellite view of New York, Trixie.'

'Oh.'

Spider-Man replied, "Good enough. I'll let you know when anything--"

BOOM!

"Okay. Something happened." he corrected himself, noticing a purple aura on a rooftop helipad, 'Three or four guesses as to who this is.'

Of course, Shocker stepped out of the smoke, noticing Spider-Man and he chuckled, "Heh. All according to plan. Do it now, you three!"

Montana chuckled, "Say your prayers, Spider." and with that he pressed a button.

Spidey turned his head around as he landed on the roof, a sensation running on his head, "Spider-Sense-- AGH!" he said, having a net cover his entire body as he hit the roof. "What sport is this supposed to be? Catch the spider? Cause I do not like this." he struggled in the net.

The helicopter hovered over the pad as Fancy Dan and Ox jumped down, the former using a metal staff. "Crap. The edgy boy band from last night was following me. At least they don't have those weapons except for Shocker. Oh crap."

"Looks like the spider got caught in our web." Shocker quipped, knocking Spider-Man back with a vibration blast from his gauntlets after dropping the bag that was in his possession.

Peter finally yanked the net from his body as he staggered to his feet, "You gotta... work on your material, Shocky!" he groaned loudly, seeing Fancy Dan running towards him as fast as possible.

Spidey flipped in the air, and kicked Fancy Dan as he spun his staff around, with Peter kicking himself off of it and shooting two lines of webbing on the ground, "Coming right up!" he shouted, driving his feet directly into Fancy Dan, the Enforcer pushing him back with a precise jab, causing Peter to avert his strike.

'Peter? Are you alright?' asked Ned from his spot.

Spider-Man sighed, "Yeah, I am." he muttered, "The Enforcers and Shocker have joined forces against me." he revealed.

Shocker reared an arm back and blasted a beam of energy forward from his gauntlet, "Don't you dare ignore us, bug!" the blast came towards Peter and he zipped upwards, avoiding the blast's crossfire as fast as he could.

"Watch where you aim that thing, Shocker!" scolded Peter while in midair. He clung to the wall of the entrance he entered and flipped, kicking the yellow-clad villain onto his back as hard as he could.

While still crouching, he stretched an arm in front of him and shot some web balls at Fancy Dan, "Oh don't think I forgot about you." he said as the sticky projectiles were shot out of his shooters.

"Feeling's mutual." the Enforcer said, dodging and deflecting each projectile with agility that surprised even Peter, judging by his widened lenses. Fancy Dan poked Spidey's chest with the staff and pushed him back slightly. The wallcrawler flipped backwards once Fancy Dan stuck the staff onto the ground and attempted to use it to kick his enemy back.

But Peter shot some webbing onto his hand, keeping him still as he held the staff, "Nice toy. Mind if I play with it?"

'Now you're messing around?' Trixie asked.

"It's what I do." muttered Spider-Man. He then shot more webbing onto it and spun Fancy Dan around, making it nearly hit Montana from the pilot's seat, causing him to fly higher up as a result. He then released the staff, throwing Fancy Dan onto the wall.

While he was distracted, Spider-Man only had a moment's notice as Shocker blasted him as hard as he could, this time knocking him off the building. "I seriously wish gravity worked like in the cartoons!" he shouted as he descended. Before he could shoot webbing, however, Ox jumped down and pinned his arms.

"You ain't goin' anywhere." Ox declared.

Spider-Man struggled in the large Enforcer's grip, "Oh, so you're the strong quiet one. Glad to see we have the archetypes figured out now." he joked.

So instead of fighting, he flipped sideways and dragged his foot onto the glass surface of the wall, causing Ox to fall due to gravity. Luckily there was a flag pole, where Peter webbed Ox's hands and body tightly, leaving it hanging on the pole. Spider-Man crouched on the pole, his lenses narrowing as he did.

"You could break out of that... but I wouldn't recommend it." Spider-Man advised, plucking the substance before jumping back to the roof, where Shocker was the last man standing.

'One on one. Let's end it.' Ned insisted.

Trixie could be heard sighing, 'Finally.'

Spider-Man cracked his knuckles, "So, Shocker. Mano a mano, huh? How about you just turn yourself in and we'll call it even?" he offered. "You must be shaking in that mattress you call a costume."

Shocker folded his arms, "I'm not afraid. Bring it!"

Chuckling, Spidey leaped, "If you insist!"

However, Peter felt his Spider-Sense go off as he jumped. Suddenly, he felt something sharp grip on his shoulders and he was taken higher into the sky, "Huh? What the?!" he practically screamed, hearing a screeching sound blare in his ears.

The sharp objects looked to be metal talons. Raising his head, Peter saw a man in green armor wearing a black pilot helmet covering his face. On his back were wings fueled by jet propulsion and on his arms was another enhanced gun. Spider-Man's lenses widened, having never seen the flying figure before.

The city looked to have shrunk by the time Peter looked down, his body trembling, "Holy crap!" he screamed, not heard due to the jet sounds made from the stranger's wings.

'Spidey?! What's happening?' Ned asked worriedly.

'What is all that noise on your end, Parker?' Trixie blurted out, concern heard in her voice. 'Where are you? We can't track your stupid phone!'

Spider-Man noticed the masked man's green visor pupils. "I-I..." he gulped, "I have no idea!"

Issue #16: Lizard Shed

"What the hell is that thing?!" screamed Flash Sentry, pointing at the giant scaly man lizard crawling in the field. Rainbow and Flash Thompson merely glared at it. "Uh, guys. For once, I suggest you make a run for it now!"

Rainbow cracked her knuckles, "No way, I can handle this freak."

Flash Thompson nodded, "Pfft. Me too. Count me in!"

Flash Sentry would've rolled his eyes, had he not been in the middle of panicking. Students were running across the field, being escorted by teachers and faculty. Without thinking, he ran and was about to pull the two jocks back before the Lizard could bite. "It's just some magic thing, Flash! Let me at it!" Rainbow declared. She was trying to transform, but nothing happened and she was just still, an aura surrounding her then fading within a moment, "...Uh..."

"I don't think this is a magic thing..." Sentry gulped.

"You kidding? It's nothing new for Canterlot High!" Flash Thompson announced, "We got this anyway!"

Sentry groaned, "Come on!" he shouted, yanking both of the enthusiastic kids' wrists. However, he noticed the Lizard sniffing, and slowly crawling towards them with each step they took. "We gotta get the heck out before we're lizard food!"

A snarl escaped the Lizard and he could be seen lunging after the kids. Flash Sentry covered himself in front of Rainbow and Thompson and pushed them ahead. However, instead of being bitten like he expected, he opened his eyes and saw some webbing stuck to the Lizard's jaw, keeping it still.

"Sorry, innocent teenagers are off the menu!" screamed Spider-Man, emphasizing each word as he dived down and kicked the Lizard, crouching on the ground. He turned around as the creature was stunned and asked, "You okay?"

"Y-Yeah..." Flash Sentry held his chest and gulped, "I-I'll go... Good luck, Spidey!"

"Kick his ass!" Rainbow and Thompson shouted at the same time, glad that the wall-crawler was around.

Spider-Man sighed, "I'm trying at least..." he stood up straight and pointed at the Lizard, "Okay, Doc Connors. I'm sorry if I hurt you, but you need to get back to the lab." he eased, walking ever slowly to the mutated Curt Connors. "Please, listen to me."

"Rraaaah!" Lizard roared, spit landing directly on Peter's mask as he spoke out. "Hssspider-maannn..."

With an annoyed groan, Spider-Man wiped his mask and shook his dirty hands as fast as he could, "Blegh. Lizard spit. That's gonna stick for a while. What do you want with a little old me anyway?" the wall-crawler put his hands on his hips.

Lizard lowered his head for a second, "Hhheeeellppp...." he whispered before lunging after Spider-Man. Peter saw this coming and rolled back, kicking his feet forward to catapult the creature forward away from tackling him. "Ccann't controolllllll... Mussssst killl..." he held his head and growled.

Getting the message, Spider-Man reared his arm back and dove forward, punching Lizard on the side of his face, "You found me at least. We gotta get somewhere more isolated though..." he told himself, webbing up Connors' jacket, performing a yank strong enough to pull the Lizard into the woods before following him. "All right, there we go. Away from the innocent kids. Trust me, you don't need all that on your conscience Curtis." Peter muttered, swinging off a tree.

"Night vision lenses on." Spider-Man said, his lenses glowing neon green and narrowing, scanning the immediate area, 'Sick upgrade by Mister Stark. I should really modify this suit on my own one day to see what else it could do.' thought the wall-crawler.

He could hear a faint growl. 'That doesn't sound good...' he realized, hearing that sound get louder. His Spider-Sense blared and he somersaulted, his costume getting slashed by claws. Claws coming from the Lizard. "Oh come on! I just got this suit fixed!" he gave Lizard a swift right hook, causing his head to turn to the side in response. Lizard snarled, spit flying past Peter's face. "...Okay, normally I would make a breath mint joke, but I think I gotta change my now brown pants before we can continue."

Lizard tackled Spider-Man, but Peter kicked his feet up, launching Connors into the air. "Agh!" choked Parker, surprised by how heavy Curt was in his new form. He rolled to his stomach and coughed, able to tell Lizard was coming right back for him. Spider-Man rolled and webbed up the reptile's mouth before it could close on his face. The teen let out a sigh of relief.

Peter stood up, but was immedately slapped by the Lizard's tail, causing him to slam onto a tree, "Oof!" he grunted, his hands sticking to the wooden surface. "That hurt..." seeing Lizard coming for him again, Peter backflipped and drove his feet directly onto Connors' mutated back, earning a roar of pain, "Sorry, doc! But you're making this harder than it should!"

'Pete! Is everything alright?' Ned asked.

Spider-Man leaned back from Lizard slashing, his costume getting scratched again, "I think. Connors gave me a message to help. He's still in there, dude!"

Ned said, 'Great! Just get him to the lab in time!'

"Working on that part..." Spidey mumbled, punching Lizard's chest, "Just... stay still, doc!"

"Caaann't... In pain..." Lizard groaned and forced his eyes shut. "No control..."

Spider-Man lowered his arms, "That's it! Come on, Dr. Connors! You can do it! Fight this lizard thing!"

Lizard opened his eyes and lunged after Peter, his mouth wide open to devour, "Kill, Sssppider-Man..."

'Well that didn't work!' Ned revealed.

Spider-Man put his hands in Lizard's mouth to hold it open, "Gross..." he said under his breath before addressing Ned, "Whatever gave you that idea, huh?" he asked his friend sarcastically. A snarl escaped Connors and Parker was forced to push the Lizard aside before his face was completely eaten. "Holy crap..."

Lizard roared again, prompting Peter to say, "I'm really sorry if I hurt you Dr. Connors. But you need to be stopped before you get someone hurt. Besides me of course."

"Twi! Sunset!" Rainbow Dash called to her friends while panting, the two of them looking worriedly at their friend.

Sunset raised a brow, "What's up, Rainbow? You okay?"

"There was a giant lizard thing that showed up in the field. I wanted to hold it off with my magic, but nothing happened!" Rainbow revealed, "I mean what gives? It's supposed to work during magic stuff like this, right? How come Sunset gets to keep her magic going at all times? Doesn't make any sense!"

Twilight said, "Well, besides the obvious counter argument of you trying to fend off a giant lizard by yourself, maybe this creature isn't of Equestrian or primarily magic origin?"

"I think I have my magic since I'm Equestrian." Sunset interjected, "But wait, where is this lizard? We saw a bunch of people making a beeline for the exit a few moments ago."

Rainbow smiled, "Oh, Spider-Man showed up to take care of it. I think the two took off to stay away from here at least. Sentry, Thompson and I separated and I came to look for you",

Sunset frowned, 'Spider-Man just so happened to be here that fast? First he was nearby when Gargan attacked and now he appeared at Canterlot High. It's definitely someone we know, but not the Flashes like I thought. Then who can it be?'

"Well, we shouldn't worry about that. We should get to safety and meet up with the others." Twilight declared, "Hold on, is Peter still in the lab?"

"Worried about your dorky boyfriend, huh?" Rainbow teased.

Twilight frowned and felt heat rush to her cheeks, "N-No, he's not my boyfriend." she mumbled, "Be quiet."

An idea dawned in Sunset's head for a moment, "Actually, let's see."

Rainbow Dash smirked at the reaction as the three made it to the entrance of the school in silence. "Ya think he's even aware of what's happening?"

"Probably not. Peter always seems to be in his own world." Sunset said.

The three walked in, finding the lab. Looking inside, the three noticed that Peter was mysteriously absent. Twilight scratched her head, "I guess he left too. Thank goodness."

"Heh. Seems the guy's more aware than I gave him credit for," Rainbow Dash declared.

Sunset looked around for a moment, noticing the wide open window and now empty beaker that once contained Peter's project, which she recalled to be based on Spider-Man's webs. Her eyes widened at what was dawning on her, 'No way. It can't be him. Peter can't be Spider-Man. That'd be ridiculous, and yet...' she thought, speaking aloud to her friends for a moment.

"Come on, we should probably get out of here in case that lizard shows up again."

Spider-Man shot a webline onto Lizard's arm and slid, yanking the transformed scientist to the ground as he moved, "Yeesh. You're a lot heavier than I thought." he pointed out, watching as Connors sliced the gossamer apart with his claws. "Yipes!" he gulped, crouching down as Lizard lunged towards him. Peter kicked his legs upward and drove his feet directly into Lizard's stomach, throwing him backwards.

He heard a thud, meaning that Connors possibly hit a tree. Peter grunted while he flipped to his feet, "Aw man. Something tells me I hit him a little too hard back there." he mumbled.

With another roar, Parker felt his Spider-Sense tingle and his lenses widened, spotting Lizard dashing towards him. "Or maybe not hard enough!"

'How strong is he?' Ned asked.

Peter performed a web-zip to dash forward thanks to the trees, getting chased by the Lizard. "I don't know, dude! Whatever happened to him, he has some really strong scales! Every punch I throw, he seems to be able to take it! And something tells me he'll just break through whatever web trap I have for him!" he created another web-line and zipped forward, slightly swinging forward.

'Lure him to the lab then. I'm sure they have something to sedate him there with you anyway.' said Ned. 'You're heading in the right direction anyway. Good.' Peter was getting closer to the city as he said this, able to see building lights nearby.

"I'm trying to do that! Hopefully the city doesn't mind a quick peek of a giant lizard person! Agh!" Spider-Man shouted, but he felt something on his back. The Lizard grabbed him and the two were launched forward, with Peter landing face first on concrete. "Tastes like sidewalk..." Peter mumbled on the floor. Even in that position, he could still hear the terrified screams of bystanders looking at Connors' transformed state. "An crap. This isn't good..."

Lizard roared, jumping on top of a parked car, his body crushing the top of it once he landed. He leaned down, glaring at someone who was too frightened to move. However, as he moved his head down, Connors hesitated in opening his mouth, something holding him back mentally for a moment. Lizard held his head, "Nooooo!" he yelled out, Curt seemingly fighting for control for a moment.

"Everyone get out of here!"

And that moment was enough for Spider-Man to get back on his feet, kicking Lizard in the back. "Come on, doc! Just come with me! I promise I won't hurt you! Anymore anyway." Peter added, crouching down and pleading with the scientist. "You're not a bad guy!"

Lizard hissed, "I ammm... I'm a monsssster!"

Spider-Man said, "No, I'm not buying that! You can be saved." he jumped up and tried to web Connors, but Lizard sliced the substance apart before Parker could reach him. "You're being a real pain in the neck now. Just stand down. It won't hurt."

"I can'ttt beee sssssaved." Lizard declared, "Humaniittty lost..."

Jumping down, Spider-Man performed a roundhouse kick, but Lizard tanked the attack and responded by backhanding Peter, "Oof!" he grunted, getting shoved aside. Peter stumbled, trying to regain his balance. While he was stunned, Lizard grabbed him by the throat and throw him headfirst onto the street, creating a few cracks from the impact as a result. Connors hissed and then threw Spider-Man onto a wall, his body stuck in the brief dent he made. Parker groaned, shaking the cobwebs out of his head.

He was unable to react in time as Lizard struck him in the chest. Peter coughed and raised a fist to punch the Lizard, which didn't work. Spider-Man weakly backflipped on the wall, his head aching from being thrown down on a street like that. "Alright, doc..." he aimed his hand down and shot an orb on the Lizard's chest, "Web grenade..." he muttered as he inhaled for air.

Suddenly a bunch of webs exploded from the orb and stuck itself to Lizard's body. "See? Now we just gotta get you over to the lab to cure you." Peter said, dropping down and nearly losing his balance in the process. "Hey, Ned. I'll have Connors back in no time. He might be feisty on the way there though." he announced to his friend.

Lizard shook in the gossamer and extended a claw, ripping through the webbing with ease. Peter lowered his arms, "Breadcrumbs..." he muttered under his breath, "Can we call time out? I'm actually still reeling from the head slam/throw combo you gave me." he offered, backflipping onto the wall again for safety. Spider-Man rubbed his forehead, "Like, seriously. Can you not do that again?"

With another hiss, the Lizard stuck his palms onto the wall and chased after Peter by climbing. The wall-crawler ran up the side of the building in hopes of finding a way to at least slow down the transformed man. 'Okay. This is tougher than I thought.' he thought. Finally, Spider-Man made it to the roof and readied himself for another round.

Finally, Peter saw a green hand and leaping up was none other than the Lizard, no worse for wear. Spider-Man clenched his fists, "Alright, you overgrown iguana. Let's settle this... over a cup of coffee because I'm tired."

"Kill yooouuuuu!" Lizard roared.

"...Why did I expect anything else?" Parker asked himself under his breath in disappointment. Lizard dashed forward, mouth open, but Peter held his mouth open again, his lenses narrowing to emphasize his struggle. "Egh. Lizard breath..." said Spider-Man, rolling so that he could flip Lizard over his body midflip.

Getting into a crouching position, Peter breathed heavily. "Another close call." then Connors came forward, Spider-Man jumped, but his leg was grabbed by the Lizard and he was thrown on the ground, his back hitting the concrete surface of the roof. "My spine..." yelped Parker. Then Lizard held Spider-Man over upside down, Peter getting a closer look at Connors' form, "Put me down please."

"Rrraaaagghhhh!"

Peter closed his eyes as spit came towards his face before Lizard finished, "Please. This isn't you, doc!"

"Dddoonn't... Knowwww meeeeee...." Lizard studdered his words.

Spider-Man was slammed on the floor again. He tried to get up, his Spider-Sense blaring in his head as Connors spun his body around, smacking Peter's torso with his large tail. The impact sent Spider-Man careening off the building and landing in the street, his body tumbling painfully. Peter groaned, before he felt Lizard's feet stomp on his chest, knocking the wind out of him.

"No, Curt..." gasped Parker.

Lizard roared again and stomped on Peter's chest again, then grabbed his head and slammed it onto the street while he was dazed. Everything was going black in Peter's vision and growing blurry. Before his eyes closed, he saw Lizard look into his reflection,and only muttered two words before Spider-Man lost consciousness.

"Not monssssster..."

Spider-Man snapped upwards, sitting on the street still. Looking around, the webslinger saw cops surround the area he was unconscious in. He rubbed his head and groaned, "What the heck happened?" he wondered aloud.

"That lizard freak you were fighting got away." answered Captain Wantanbe, her eyes gazing over at a ragged lab coat lying next to a manhole that appeared to have been open. "Left his coat here then retreated for the sewers."

Peter stood up, "No. No, no way! I have to go look for him!"

Yuri sighed, "Sorry, kid. It's too risky down there."

"You don't understand! H-He has a family, friends! I-I have to save him now!" Spider-Man shouted, ready to yank the manhole open, but Captain Wantanbe put a hand on his shoulder.

"We haven't found him. We searched while you were unconscious. Nothing was there." she answered. "Go home and get some rest. Leave the search for us. You don't look like you're able to stand for much longer it seems."

Spider-Man sighed, "Fine. But let me know if you find him tonight. Underneath the scales is a good man, and I intend to bring him back anyway I possibly can. Can I have the coat at least?" he wondered aloud to the captain.

"It's evidence, kid." Yuri answered plainly.

Peter grunted, "Oh... Just remember what I said."

And with that Spider-Man zipped upwards, swinging back home for the night to rest his aching body. He closed his eyes. He failed. 'I actually messed up big time. Ned, the Connors and Brock are gonna be disappointed when I tell them what happened. I-I don't think I can face them yet.' he sighed, 'Ned needs to know why I went dark. I... I'll worry about that when I get home.'

"It seems your Lizard experiment with Doctor Connors was a success, Smythe." complimented Tombstone. The monitors losing track of the Lizard, but was able to see Spider-Man's unconscious body before the drones shut down.

Spencer smirked, "Thank you, Tombstone. I told you that transmutation stone would work. Shall we continue the project as intended?"

Lincoln said, "Indeed we shall. Tomorrow Osborn and his scientist, Doctor Octavius will arrive to help us with the next process to... Enhance it a bit for better, and maybe more controllable results. Perhaps we shall test it on Flint Marko this time and see what happens."

Smythe adjusted his glasses, "Of course, Big Man."

Author's Note

It's been a while, hasn't it? Sorry about the wait.

Anyway, the Lizard's now roaming the sewers unable to hurt anyone, and we won't be seeing him for a bit.

Next time, Spider-Man will go up against an old foe with a sandy upgrade, push himself unhealthily after losing track of Connors. And what of Sunset's discovery?