Spider Man: Friendship Student

by twilightsparkle3562

Rating: teen
Tags: Crossover, Human, Twilight Sparkle, Original Character, My Little Pony: Friendship is Magic, Avengers, Other
Length: 7150

Peter Parker, protege of Tony Stark, enrolls at the School of Friendship and becomes Spider Man to deal once again with Adrian Toomes, now working as a janitor at the school.

After settling into his new life of living in Equestria, Peter Parker enrolls at the school of friendship and once again deals with Adrian Toomes, now working as a janitor at the school and who vows revenge against Peter for his defeat and arrest in New York.

Author's Note: Third story in the Marvel/My Little Pony Universe. Takes place after The Forming of S.M.I.L.E. and Iron Man in Equestria

Published 2018-08-24 14:30:01 UTC
Last updated 2018-08-26 13:07:49 UTC

Chapter 1: "Transferred to Equestria"

Adrian Toomes stood before the parole board of Riker's Island prison hoping for an early release from his prison sentence. For the past few months, he sat in a cold prison cell serving time for attempting to rob important material related to Stark Enterprises. Thanks to the actions of Peter Parker, he was stopped and arrested.

"Adrian Michael Toomes," said the parole board member. "You are standing before us in an effort to be released on parole, is that correct?"

"Yes," he said.

"According to your record, you have been serving time for robbery and attempted murder. We, as a group, don't entirely feel that you are ready to be released fully from your sentence."

"Is that so?" asked Toomes' attorney. "My client has more than proved himself worthy to be paroled from his sentence. A possible suggestion would be a work release program with supervised visitation with his wife and daughter."

However, Adrian whispered into his attorney's ear for a brief moment.

"My client tells me that his wife and daughter have moved to Oregon and thus, are unable to provide visitation."

"Well, in that case," said the lead parole member, looking down at Toomes' record. "During your time here, Mr. Toomes, you have demonstrated to the prison that you are no longer a danger to society. However, we have discovered that the only way you can get a better chance at a work release program is in Equestria."

"Equestria?" wondered Toomes' attorney, looking confusingly over at Adrian. "What is Equestria?"

"A land inhabited by ponies, counselor," answered the lead parole member. "Ruled by four princesses that all believe in redemption and second chances. Mr. Toomes, you are to be placed into service as a custodian at Princess Twilight Sparkle's recently opened School of Friendship. If you stay at your job for an extended period of time, then you can be eligible for a full release from your sentence. However, if you fail to abide by this order, you will lose your chance of early release. Do you understand?"

"Yes, sir."

"Then, you are to be transferred to Equestria tomorrow morning for the start of your work release program. This meeting is adjourned."

With the sounding of the gavel, Adrian was led back to his cell anticipating the moment when he would be going to Equestria. However, he was thinking about something else at that moment, something that had been on his mind ever since he was incarcerated.

"Parker," he growled to himself as he tried to fall asleep that night. "You put me in this situation and when I find you, I will make sure you pay dearly for destroying my family."

Sure enough, the very next morning, Adrian was awakened by the tapping of his cell and he saw a prison guard standing right outside.

"It's time to get ready, Toomes," he said. "Get dressed."

Putting on a business suit with no necktie, Adrian was led out of his cell and placed in a van that would begin the short ride to the New York's Penn Station.

"It's very rare, isn't it?" said a prison guard, looking over at Adrian. "To see a man with a charge of robbery being given a second chance."

"Why do you ask me this?" Adrian asked.

"Because Equestria is a place that has leaders who believe in second chances," answered the guard. "If I were you, I'd keep a low profile and focus on your work release program. If anything, you could end up living the rest of your life in Equestria."

"I don't intend to live the rest of my life in Equestria," Adrian remarked, looking back at the guard. "All I want is to get revenge on Spider-Man for destroying my family."

"He saved your life, didn't he?"

"I don't care if he saved my life. He destroyed my family, put me in prison and destroyed my reputation. I was trying to steal those Stark weapons to make a living. You make a living escorting criminals like me, don't you?"

But, the guard said nothing.

"That's what I thought," Adrian chuckled. "Sometimes we all need to make a living, pal and sometimes, we need to avenge our goals when they are ruined. Sooner or later, Parker, we will meet again."

Soon, the van arrived at Penn Station and Toomes was brought onto an Amtrak train bound for Toronto. Placed in a solitary confinement car, all he could do was sit in silence as the train advanced towards the Canadian border. Once arriving at the border, Toomes was loaded onto another train that was bound for Canterlot. With each journey he took, Adrian could only think of the day when he and Spider-Man would cross paths once again.

…

Later that day, Toomes arrived at the Canterlot train station under a heavy rainfall and guards posted at the platform.

"All right, let's go!" they called to Toomes, pulling him off of the car and onto the platform. As he was escorted, Adrian looked over and saw several guardsponies throwing robotic ponies onto a cart. "Move!"

"What is going on here?" Adrian thought to himself. "Why are they throwing robotic ponies away? Don't they realize that they are wasting such advanced technology?"

He then directed his attention towards the guardspony guarding him.

"Excuse me," he asked, catching the pony's attention. "Why are they throwing away those robots?"

"Because they were only created for evil," the guard answered. "Created by a mad scientist pony who aimed to attack Stark Enterprises' new building."

It was that this answer did Adrian start to get an idea forming in his mind. An idea that in his mind, would possibly help him in his goal to getting revenge on Spider Man and Peter Parker.

"Really?" he remarked. "What happened to the mad scientist?"

"Committed suicide in front of Princess Celestia and Mr. Stark, left behind a wife and two foals. Idiot."

"Where are they now?"

"Still at home, but probably will never be the same again thanks to his actions."

"I can relate to them. I had a wife and daughter, but they left me after I was arrested thanks to Spider-Man. He ruined my life, I'll have you know."

At that moment, they arrived at Canterlot castle and Adrian was escorted off of the cart and led down to the castle dungeons.

"You'll have your meeting with Princess Twilight in the morning," said a guardspony. "If I were you, I'd get some sleep."

So, Adrian did as he was told and fell asleep inside his cold cell with nothing but revenge on his mind. Sure enough, he would soon focus on getting his revenge sooner than he thought…

Chapter 2: "First Day of School"

When Peter Parker awoke the morning of his first day at the school of friendship, he had felt his life had changed for the better. He was now living among ponies more than humans, unsure of what the outcome was going to be. But, he had to be here for a reason.

"Sleep well?" asked his Aunt May as Peter ate breakfast that morning. "Must be going through a lot of emotions, Peter."

"You might say that, Aunt May. But, I know Mr. Stark has my best interests at heart by bringing me here. All I know is that the school of friendship is unlike any school out there. All you do is learn about friendship."

"That's what you think, Pete. Maybe when all is said and done, you can go back to Queens as someone who appreciates friendship more."

"True," sighed Peter as he got up to grab his backpack. "I'm just going to go brush my teeth and then we'll head out."

Rushing upstairs, Peter brushed his teeth while also looking out among the ponies he was now living amongst. They were all his friends, neighbors, his confidents, all of them. Finishing what he had to do, Peter and May walked out of their house and proceeded to the train station for the short commute to Ponyville. As they got to the train station, they saw Julia Carpenter and her daughter, Rachel, also waiting on the platform.

"Hey, Miss Carpenter," said Peter, trying to sound polite. "Hi, Rachel."

"You must be Pete Parker," remarked Rachel, extending her hand to shake Peter's. "My mom's told me a lot about you. You've got the internship with Tony, didn't you?"

"Um, yeah," stammered Peter. "I've been under Mr. Stark for some time now. You enrolled as well?"

"Yeah. My mom thinks that I should…share my appreciation for classical music with other creatures. Right, mom?"

"Yes, Rachel," Julia replied as the Friendship Express pulled into the station, meaning the time had come for them to board the train.

"See you tonight, Pete," said May, hugging her nephew. "Good luck at school."

"Thanks, Aunt May."

"Love you, honey," said Julia to Rachel.

"Love you too, Mom."

With their goodbyes now spoken to one another, Peter and Rachel boarded the train and watched their parental figures wave goodbye to them as they left the station.

"Well," sighed Peter. "First day of school. Nervous?"

"A little bit," chuckled Rachel nervously shrugging her shoulders. "Then again, I could use a change of scenery with all that has been going on. But, my mom was insistent I'd come with her here to Equestria."

"At first," Peter said, looking out the window. "All I ever thought of this place was that it was nothing more than a fictional land from one of the greatest television shows out there. But, ever since I became a brony, Equestria has become real to me."

"And I became a pegasister because of my love for the show, too," added Rachel. "Perhaps we can work off of each other…in some way."

This made Peter chuckle with amusement and right away the feelings he had for this girl were of unlike anything he had seen before. She was the daughter of Tony's Chief Operating Officer and girlfriend and he could only wonder what the future would hold.

Soon, the train arrived at Ponyville station where Twilight Sparkle and Starlight Glimmer were waiting for them.

"Twilight Sparkle, Princess of Friendship," gasped Peter, shocked to see the Princess of Friendship herself. "In person or pony, to say the least."

Stepping off the train, the two humans made their way over to the two mares.

"Welcome to Ponyville," Twilight said, extending her wing out to shake the hands of her new students. "You must know who I am, right?"

"Of course, I do," laughed Peter. "Mr. Stark's told me a lot about you."

"Yes, he has. He's very lucky to take on someone like you, Peter. And you must be Rachel Carpenter, right?"

"I am."

"Julia Carpenter's daughter, right?" asked Starlight. "Your mom's told me about you and how you have a deep interest in classical music. Tell me something, are you big on…kites?"

"Not really, but you can show me how," answered Rachel politely. "When we…aren't doing any lessons, of course."

"Now then, shall we go?" suggested Twilight, leading the two humans towards the school of friendship, next door to Twilight's castle.

…

Meanwhile, in the dungeons of Canterlot castle, Adrian Toomes was led out of his cell and brought into the light of day. Once again being paraded in a wagon, he was soon brought to the Castle of Friendship for his first day of work.

"So, this is the school of friendship," he remarked.

"That's right," said a purple baby dragon that flew in front of him and looked down at a scroll that he held in his claws. "I'm Spike, Princess Twilight's assistant. You must be Adrian Toomes…a human that is on a 'work release' program?"

"You can imagine that."

Right away, Spike could tell that something about Adrian was off. He had very little contact with humans before and up until that moment, he had never met a human that made him a little off.

"Then…follow me," he stammered. "I'll give you a tour of the school."

At the same time, Twilight and Starlight arrived with Peter and Rachel in tow.

"So, this is the school of friendship," Peter remarked, letting a out a whistle as he looked at ponies walking past them. "How have you had this school?"

"Only for a little while," said Twilight. "You'll see that everything we offer at this school is of the utmost top priority."

Just then, they came across a blue griffon flying past them.

"Gallus?" called Twilight, catching the griffon's attention. "Do you have a few minutes?"

"What's up, Headmare Twilight?" asked Gallus, who suddenly was taken aback by the presence of Peter and Rachel. "Whoa! Who are you guys?"

"This is Peter Parker and Rachel Carpenter," said Twilight. "I was wondering if you and the other creatures can help them get used to their surroundings. In fact, where is everycreature?"

"Just getting ready for the day. They'll be along."

"All right, so Gallus and the other creatures will help you out and just remember that our doors is always open if you ever need anything," said Twilight as she motioned for Gallus to take Peter and Rachel away.

As they were led away, Twilight and Starlight hastily retreated into Twilight's office.

"So, Peter is the one who is a member of the Avengers, Twilight?" Starlight whispered as Twilight shut the door behind them.

"Yes," Twilight whispered back. "That's the one Tony was telling us about. Peter Parker is Spider-Man, a member of the Avengers, whom we are gathering here in Equestria. By the way, has S.M.I.L.E. completed the autopsy on Titanium?"

"I'm not sure, Twilight. But, maybe it wouldn't hurt to at least send them a message."

"Remind me to message them after the day is over," reminded Twilight. "By the way, isn't that janitor supposed to be starting today? The one who is on a work-release program?"

No sooner did Twilight say that was there a knock at the door of her office. Opening it, she saw Spike with Adrian standing right behind him.

"Princess Twilight," Adrian said bowing his head to her. "I'm Adrian Toomes, the new janitor for your school."

Much like Spike, Twilight developed a sense of unease towards Adrian, but nevertheless allowed him to step into her office. Little did Twilight realize of what she was taking on as her school's janitor and soon, she and her entire school would be sucked up into the tornado that would come with Adrian's hiring…

Chapter 3: "Among Other Kinds"

Although she was open to hiring creatures of all kinds as members of her staff, Twilight immediately saw red lights when she looked at Adrian Toomes. Right away, she could sense there was going to be trouble with this particular human.

"Um, nice to meet you," Twilight said, trying to sound professional and welcoming as she extended a wing to shake Adrian's hand. "You must be the…new janitor?"

"That's what I said," replied Adrian. "Anyways, your pet dragon here showed me…where things are and I'm eager to get started."

"All right, just go around the school and clean up anything you see, got it?" Twilight said, urgently.

"Um, okay?" wondered Adrian as Twilight used her magic to send him out of her office and slam the door behind him. With very little option, he immediately went to work. "Well, it doesn't really matter. I've only got this job because the courts told me to get a job. It's really Parker I'm after."

…

"Twilight, why would you just send him on his way like that?" remarked Starlight as Twilight took a few deep breaths to regain her composure. "Is this how you are going to treat new hires or something?"

"No! No, I don't intend to," stammered Twilight, nervously. "It's just that…there is something about this Adrian Toomes that really bothers me, Starlight."

"But, we have no other choice, Twilight," advised Starlight, walking over to Twilight's desk and picking up Adrian's work order, showing it to Twilight. "The courts from wherever he came from said that Adrian must work here or else he goes back to his human prison."

"Either Tartarus or a mental hospital seems good for him."

"Look, Twilight. Maybe you're just being too judgmental on him," suggested Spike. "He hasn't done anything…bad and who knows? Maybe he can be a good employee and you might have him be a teacher or something."

But Twilight wasn't convinced. Nevertheless, she had a job to do and that was to teach creatures of all sorts about friendship.

"He's a janitor, either way," Twilight said firmly. "Now, if you'll excuse me, I have to introduce Peter and Rachel to the school."

Starlight and Spike watched as Twilight walked out of her office, still unsure of why Twilight was not being accepting of Adrian.

…

Meanwhile, Peter and Rachel were led by Gallus into the school's library where they sat within Gallus's group of multi-creature friends. Right away, they were enraptured by Peter and Rachel's presence.

"Uh, hey guys…" Peter stammered. "You must be new here."

"We've been here for a while," said a orange mean looking young dragon. "I'm Smolder."

"Name's Sandbar," said a male pony.

"Ocellus," said a female changeling.

"Yona," said a female yak.

"Silverstream," said a female hippogriff in an excited voice. "Tell me, do you like stairs?"

"Um, yeah?" asked Peter awkwardly. "Name's Peter Parker."

"Rachel Carpenter," added Rachel, also in an awkward tone. "We're new here."

For a moment, it seemed like Peter and Rachel would be scoffed at for being human. But, this group of creatures were more than welcoming.

"Headmare Twilight did say that we would be getting humans," remarked Ocellus. "You aren't like some of the other humans out there."

"You studied human cultures?" wondered Rachel.

"Of course," added Gallus. "It was only going to be a matter of time before it would be put in the lesson plan. I got to tell you both that humans are a rather…strange breed of creature, if you get what I mean."

"We are strange I will say," remarked Rachel as the school bell rang and every creature left the library. "But, I promise you that we won't be strange, we'll just be ourselves."

…

Soon, every creature gathered in the school's amphitheater classroom where Twilight would intro Peter and Rachel to the entire school.

"Good morning, students," Twilight said as the classroom fell silent. "As you probably might be aware, we have two new students joining us today. Two humans named Peter Parker and Rachel Carpenter."

"Hi there," Peter said, suddenly activating his web slinging and sending a string of web from his wrist and onto the classroom's ceiling. "Oops."

But, the assembly was amazed by what they saw, letting out excited random gasps and cheers.

"Um, yes," stammered Twilight, slightly embarrassed by Peter's random web slinging. "Maybe if you could just keep your web slinging to a low range, that would be greatly appreciated. By the way, who here has family that is working for the new Stark Enterprises building in Canterlot?"

Right away, several pony students raised their hooves.

"Well," continued Twilight. "Peter is a protégé of Tony Stark and Rachel is the daughter of the company's Chief Operating Officer, Julia Carpenter. I'm sure they can provide certain amounts of inspiration for us thanks to their connections."

After a few brief periods of school news, the assembly was over, and Peter and Rachel went about their routine of classes. But, not before Twilight was quick to bring Peter into her office.

"Look Peter," said Twilight as she led Peter into her office. "I know Tony said that you have web slinging abilities, but you have to control them. We can't have any unnecessary distractions in our school at any time."

"Sorry," he stammered. "It's just that…it's habit. But, I'll learn to control it, I promise."

"See that you do," said Twilight, walking behind her desk. "Actually, there is something else I need to talk to you about."

"What is it?"

"Well, how shall I put this?" Twilight asked herself. "You and Rachel aren't the only humans to have been hired. There is a janitor that is on a work release program, but he scares the Celestia out of me."

"Who is he?"

"His name is Adrian Toomes."

Right away, Peter's eyes widened upon hearing this. This was his archenemy, his ex-girlfriend's father and someone who was out for revenge.

"What is he doing here?"

"I told you that he is on a work release program," explained Twilight. "But, I can't help but wonder if he really is up to no good. I want you to help us keep an eye on him, Peter and if he does anything out of the ordinary, I want you to tell us, understand?"

"Yes, Twilight," replied Peter as he walked out of her office.

"Oh and Peter?"

"Yes?"

"It's Headmare Twilight," she corrected. "You are in school now."

"Yeah, Headmare Twilight," chuckled Peter as he left her office.

…

Meanwhile, Adrian went about his duties as janitor while also brainstorming his plans for revenge against Peter. Then, he saw Rachel walking by with Ocellus and Silverstream.

"Julia Carpenter's kid?" he thought to himself. "She could prove very useful to me in getting close to Parker. Soon, he'll be sorry for destroying my life."

Chapter 4: "An Evil Force From 1,000 Years Ago"

While her daughter was getting acquainted at the school of friendship, Julia sat in her office at Stark's Equestrian offices in Canterlot going over a presentation she was due to give when there was a knock at her door.

"Excuse me, Miss Carpenter?" asked a pony secretary, peeking her head into Julia's office interrupting her work. "I have a Bruce Banner here to see you."

"Bruce Banner?" she remarked, suddenly rising from her seat. "Send him in."

"Miss Carpenter will see you now," the secretary said as man in his early 40s and dressed in a gray suit walked into Julia's office.

"Hey Jules," said Bruce as the two of them embraced. "Been a while, hasn't it?"

"Great that you are taking the position of head scientist at S.M.I.L.E., Bruce," replied Julia as they sat down. "Bet you could use a change of scenery."

"Yeah, after the events with Thanos, I could use the change of scenery. Where's Jim?"

"Over at S.M.I.L.E. Apparently, they completed the autopsy on that pony with the robots. You heard about that right?"

"Yeah. Tony was telling me about that. So, what's been going on around here? You guys had your grand opening?"

Julia then reached down and showed Bruce a recent copy of the Canterlot Chronicle with a picture of a robot pony leaping towards her and Bon-Bon when they were trying to defend the Stark building from being attacked.

"You know we could have used your green friend for help," she remarked.

"Sorry, you know that Hulk and I have still been having a thing lately. Where's Tony?"

"In a meeting with someone from Manehattan. Another pony for the payroll, I guess. Anyways, do you know what else has been happening here aside from robot ponies?"

"Not that I'm aware of," said Bruce. "What else?"

"Do you remember that guy with the wingsuit who tried to steal some of our company weapons a few months ago? He was the one that Peter Parker fought against in his homemade Spider-Man suit?"

It took a moment for Bruce to remember, but he ultimately did remember.

"I remember hearing about this from Tony," he replied, lowering his head briefly in thought. "It was right after he took away Pete's real suit for being reckless. He called it uh, 'Peter screws the pooch' or something like that?"

"Yeah," said Julia. "Well, he is on a work release program and we think he is up to no good."

"Where is he working at?"

"You're not going to believe this…the School of Friendship."

Right away, Bruce had a very good indication that his coming to Equestria to work for S.M.I.L.E. was equipped with a purpose.

"Has anyone talked to Tony about this?"

"S.M.I.L.E. has been keeping him briefed on a few things. But…"

Just then, they heard a knock at the door and the secretary pony stepped into the office once again.

"Yes?"

"They're waiting for you, Miss Carpenter. For your presentation."

"Tell them I'll be a few minutes."

"What presentation?"

"Just some presentation on how Stark intends to be a powerhouse in Equestria," remarked Julia as she got up to gather her papers. "Another pointless presentation if you ask me."

"Don't want to go telling Tony that," chuckled Bruce. "Might as well head over to S.M.I.L.E. and get acquainted with my new position. Talk to you later?"

Silently nodding, Julia and Bruce hugged each other before they both went their separate ways.

…

Back at S.M.I.L.E., a doctor pony came out of the morgue holding a piece of paper in his hands as he approached Jim and Nick Fury.

"These are the results?" Fury asked the doctor pony. "Of the Autopsy?"

"Yes, Agent Fury," the doctor replied. "Stabbed himself through the heart. Self-inflicted."

"Case closed then?" asked Jim.

"Not quite, Mr. Rhodes," the doctor answered, motioning for them to follow him back into the morgue where Titanium's dead body was covered by a long white sheet. Next to the covered body was a case containing what appeared to be a pony's brain. Seeing the brain caused Jim's stomach reflexes to move erratically.

"Dude!" he gasped. "Are you trying to make me sick or something?"

"Get a hold of yourself, Rhodes!" remarked Fury, nudging him in the side of his stomach. "It's not going to bite you. As far as I'm concerned, it's caged."

Reluctantly, Jim followed Fury and the doctor pony to the boxed brain. Upon looking down, they could see that the brain was slightly discolored with a grayish tint. Right away, this gave the two men indication that something was amiss.

"So, I've been doing some analysis on Titanium's brain," explained the doctor pony as he showed them the brain. "You'll notice how it is discolored in a few places."

"Uh, yeah? It's discolored. Why tell us that when we can see it for ourselves?"

"Because it is to my knowledge that the subject in question was corrupted by some kind of evil force."

"What kind of an evil force?"

"We aren't sure, but as far as I am concerned, it must have been something connected with 1,000 years ago before any of us were even born. We still need a little more time to pinpoint the source, so I can't give you any more results other than that."

After saying what he said, the doctor pony left and both Jim and Nick Fury were left wondering what kind of evil force would corrupt an ordinary pony.

…

Meanwhile, back at the School of Friendship, Adrian watched as Peter, Rachel and their new classmates were at Rainbow Dash's loyalty class on the school's track and field. As he watched them, he began to think of a strategy of how to get close to Peter and get his revenge on him.

"How do you attract a spider?" Adrian thought to himself as he saw Peter leap into the air, much to the amazement of the rest of his classmates. "Look at that little show off! And I always wondered what Liz saw in that guy."

He continued to brief scan the group of students and finally, he came across Rachel, also watching with excitement.

"You will do nicely," he chuckled to himself as Spike flew over towards him.

"Excuse me, Mr. Toomes?" the baby dragon asked, causing Adrian to startle in surprise. "I was wondering if you had any questions about anything."

"Um, nope, nothing," stammered Adrian. "Just checking out the lay of the land."

"All right, be sure to ask us if you have any questions," Spike answered as he flew away, once again leaving Adrian alone.

…

At that very moment, a suspiciously large looking package arrived at the Ponyville post office from New York and was destined for the School of Friendship, addressed to Adrian Toomes himself…

Chapter 5: "End of the First Day"

With their first day of school at an end, Peter and Rachel were escorted back to the train station by Twilight and Starlight for the commute home to Canterlot. However, Peter noticed that Twilight looked very uncomfortable.

"Hey, you okay, Headmare Twilight?" he asked.

"Um, yeah," stammered Twilight. "Fine. So, what did you think about your first day?"

"Interesting to say the least," remarked Rachel. "Had the chance to interact and befriend a group of different creatures. Although that hippogriff is just obsessed with stairs. She talks endlessly about them and I don't get the point."

"That's because," chuckled Starlight. "They were under the sea for a good long while until the Storm King was defeated."

"You know, you seem kind of troubled, Headmare Twilight," said Rachel. "What seems to be the problem? Is there something we did or…?"

"No! No, you didn't do anything wrong," said Twilight as they approached the Ponyville Train Station. "It's just that we have a new custodian, a human like you two and he really seems to bother me."

Right away, Peter began to feel the hairs on his body start to stand up, meaning that his spider sense was tingling.

"In what way?" wondered Peter, who was beginning to get a sense of what was happening. "Is he really a human?"

"He is," answered Twilight, hastily motioning for Starlight and Rachel to head for the platform. "But, I think I should tell you over here."

With much confusion, Peter was dragged by Twilight over to a secluded part of the station. The young protégé of Tony Stark was eager to find out what was troubling Twilight.

"Pete," whispered Twilight, talking in a low voice to avoid unwanted attention. "Does the name Adrian Toomes ring a bell to you?"

…

Right away, Peter felt his stomach drop. For the first time, he was learning more about his former archenemy and the father of his ex-girlfriend.

"What's going on here?" Peter asked. "For that matter, what's he doing here?"

"He's here in Equestria on a work release program from his human prison in the United States," answered Twilight, trying to keep Peter from talking loudly. "But, I think he's planning on something else, something personal and I need you to keep an eye on him."

"If anything, he's probably coming for me, Headmare Twilight," sighed Peter. "He wants revenge on me and he will do just about anything to get it. I did, after all, rob him of his freedom, his family, but I had no other choice."

It was then that Twilight began to get herself an idea.

"Look Pete," she said, urgently. "You are Spider-Man, aren't you?"

"How did you know?" gasped Peter, shocked that somepony knew about his identity. "Did Mr. Stark tell you about this?"

"Yes, he did in one of our letters. Right now, I need you to keep an eye on Adrian and if he tries anything, I want you to confront him, Peter. That's your homework for the time being."

At that moment, Peter turned to Rachel as the train began to pull into the station.

"But, if anything he'll probably go after Rachel," Peter advised.

"Don't worry, we'll keep her safe," reassured Twilight, draping a wing over Peter. "See you tomorrow."

Bidding Twilight goodbye, Peter boarded the train with Rachel and they were soon on their way back to Canterlot.

…

Back in Canterlot, Rachel and Tony's first day of running their new Stark offices came to an end and now, they were heading back to their new house.

"Another pointless presentation," sighed Julia as they left the Stark building. "What did you think of it?"

"Still could use a little work," answered Tony. "But, I'll give you a free pass. Yep, going to be quite a few days in getting this thing off the ground. Wonder how Pete and Rach did at the School of Friendship."

"Hopefully well in representing the human race."

"We represented our end well, didn't we?" chuckled Tony, grabbing Julia's hand and kissing it. "Didn't we?"

Just then, Tony felt his phone buzzing and he answered it.

"Yeah?" he asked, then he motioned for Julia to follow him into a corner. "What is it? Who? I'll be right there."

"Tony, what's going on?" wondered Julia in a worried voice.

"That was the Ambassador at the US Embassy," answered Tony. "Apparently, S.M.I.L.E. just sent some information on Titanium's autopsy and I guess Twilight wants to talk to us about something at the school."

"Great, what did Rachel do?"

"It's not about Rachel. Come on!"

Racing over to the US Embassy, Tony and Julia arrived and they were met by Jim and Maria Hill.

"Sorry to have to call you over here after a long day," apologized Hill. "But, we wanted to share this with you. It's the autopsy results on Titanium."

Tony carefully read the results and after a few moments, passed the paper onto Julia for her to read.

"What about the results?"

"They found hints of dark coloring in Titanium's brain," answered Jim. "Dark coloring, Tony. Which means that he was more than likely corrupted by something evil."

"Have they found out who?"

"No suspects yet. But, as far as we are concerned, it's evil voodoo. Kind of like those witch doctors you hear about down south."

Realizing this was a serious matter, Tony felt that there was only one thing that needed to be done. Reaching into his cell phone, he dialed Peter's phone number just as he and Rachel were coming off the train.

"It's Mr. Stark," he said. "Wait here."

"Pete, where are you going?"

Racing to the back of the station's bathroom, Peter answered his mentor's call.

"What is it, Mr. Stark?"

"Can you get down here as fast as you can, Pete? We've got something you need to hear about."

"Is this about Toomes?"

An awkward silence fell on the other line as Peter waited for a response from Tony.

"How did you know about that?"

"Because I think he's out to get me, Mr. Stark," answered Peter, hastily. "Look, I know this is probably irrelevant to you, but…"

"It actually not irrelevant," interrupted Tony. "Actually, why don't get over to the US Embassy and we can give you the whole story?"

"I'm on my way," answered Peter, hanging up and racing to change in his Spider-Man suit.

…

Meanwhile, back at the school of friendship, the Student six were in their dorms when they saw the mailponies arrive with a package at the hut where Adrian was staying in.

"Hey, Gallus," moaned Smolder, seeing the blue griffon sitting at the window. "Go to sleep, will you? It's just the mail pony."

"At this time of night?" remarked Gallus. "Something's not right here."

Gallus watched as Toomes accepted the package, not realizing that the package contained Toomes' main weapon…his wings.

Chapter 6: "A Spreading Virus of Evil"

Hastily changing into his Spider Man suit, Peter flew swung as fast as he could to the American Embassy with Rachel following close behind.

"Spider Man!" she called, trying to not say Peter's name the presence of other ponies. "Spider-Man! Wait!"

With Rachel hot on his trail, Peter raced to the American Embassy, bypassing the security guards at the gate. However, Rachel didn't get very far past the guards.

"Where do you think you're going?" asked a pony guard.

"I'm following him!" cried Rachel. "Let me through!"

"Yeah right," sneered a human guard. "Go home, young lady."

Being pushed back, Rachel tried desperately to find a way into the Embassy, but little did she know at that very moment that a pair of large wings were casting their shadow over her.

"Huh?" she gasped, hastily turning around to see that the shadows were gone. "Who…who's there?"

But, there was no response. Realizing that something wasn't right, Rachel tried to take cover in an outhouse behind the embassy. Before she could get inside, the shadow of the wings appeared again and Rachel turned around to see a human figure with large wings flying down in front of her. Frightened, Rachel stood frozen in fear as the figure landed in front of her.

"Who…who are you?" she whimpered.

"Someone who wants revenge against Spider-Man!"

And the figure punched Rachel in the face, knocking her out cold before carrying her off into the night.

…

Meanwhile, in the Embassy, Peter arrived at the Embassy and joined Tony, Julia and Jim.

"What's up?" Peter gasped, exhausted from his extensive flights across Canterlot. "What's going on with Toomes?"

"Well, for starters," remarked Tony. "You can take your mask off."

"Oh, yeah."

Removing his mask, Peter gasped for air and at that moment, Celestia and Luna also arrived at the Embassy through one of the Embassy's windows, much to Peter's surprise.

"Nice of you to join us, ladies," said Tony.

"We came as soon as we got your message, Ambassador," replied Celestia, folding her wings back. "What is the situation?"

Taking the autopsy report in his hands, the Ambassador relayed what was on it.

"According to the autopsy performed at S.M.I.L.E. on the deceased," he said. "There was a reported case of a strange discoloration of the deceased's brain, almost as if the brain itself was corrupted or poisoned."

"Poisoned? Almost as if like mind control?" asked Julia. "Could it maybe be related to something, I don't know, like Satan?"

"Well, it couldn't be Satan, Chuckles," remarked Jim, snatching the report from the ambassador. "Religion isn't big in Equestria, isn't it?"

"Well, not that we have learned anything about it," said Luna, looking over at her sister. "Although we are no strangers to mind control, thanks to Discord."

But Luna should have chosen her words carefully, for at that moment, a mismatched creature appeared before them sitting in a throne in his likeliness eating a bucket of popcorn.

"This isn't regarding me, isn't it?" said the creature as he ate the popcorn. "The master of chaos? For I have been known to create mind control spells from time to time."

"No, Discord," groaned Celestia, placing her hoof in her face. "This isn't concerning you in the slightest, but we all think that you could help us with finding the one responsible."

Snapping his lion paw fingers, Discord produced a desk drawer and began rummaging through files on some of Equestria's most notorious including Nightmare Moon, Queen Chrysalis, King Sombra and even Lord Tirek.

"The usual suspects, Mr. Ambassador?" he asked, handing the files to the ambassador. "I can assure you that I have removed myself and…"

"DISCORD!" shouted Luna, irritation clear in her face. "PLEASE! You are not accused of any crime. We know you are a creature of chaos, however we don't think you are capable of harnessing such magic."

"In that case," he replied, about to snap his fingers. "I'll just see myself out."

"Wait!" called Celestia, stopping Discord from leaving. "We could use your help in finding the source of the contamination!"

"Uh, excuse me?" asked Discord, getting in Celestia's face. "Didn't you just say that I have no responsibility in this little farce?"

"Personally," whispered Jim to Tony. "I would use him because doesn't this guy have powers to warp reality or something?"

"Either way, we need all hands, hooves, claws, anything on deck at this point," remarked the Ambassador. "Because whoever is causing this is a danger to not just ponies, but of all races if we don't do something. Tony, is it possible to reunite the Avengers?"

All Tony could do was sigh at this, knowing that it was next to impossible to reunite all of the Avengers, especially after the events with Thanos.

"Mr. Ambassador," sighed Tony, scratching the back of his neck. "I…I can't guarantee if all of the Avengers can be reunited. I feel that this going to be one case that we must work with what we got."

However, despite the situation at hand, there was only one question on Peter's mind and that was finding Adrian Toomes. Just then, the doors of the Embassy burst wide open when the pony and human guards came rushing in.

"Mr. Ambassador!" the pony guard panted, startling everyone. "A human girl…she's…she's been kidnapped."

Right away, both Peter and Julia felt their hearts sink for they realized that the girl that they were talking about was someone they knew very well.

"Rachel?!" cried Julia, grabbing the pony guard with her hands and throwing him against the wall with her spider strength. "TELL ME YOU'RE LYING! MY DAUGHTER WAS KIDNAPPED?! DID YOU SEE WHO TOOK HER?!"

"Julia, calm down!" cried Tony, trying to restrain his girlfriend as he talked to the guard in a calm voice. "Did you see who took her?"

"Some weird guy in a wingsuit," replied the human guard.

"And you didn't try to stop him?!" cried Peter.

"Pete, what's going on here?" asked Tony, folding his arms in front of Peter. "Don't tell me that this isn't going to be another episode of 'Peter Screws the Pooch'?"

"She was following me here when you called," answered Peter. "She might have been stopped from entering the Embassy by those two guards."

Angered by this, Julia once again grabbed the pony guard and threw him against the wall in fury.

"I swear that if anything happens to my daughter," she snarled, glaring at the pony guard with angry eyes. "I will hold you and Wilbur, here, personally responsible for this."

"Julia!" cried Tony, once again restraining his girlfriend. "We'll get her back somehow."

"I'll go and find her," said Peter, donning his Spider-Man mask. "If anything, Adrian wants me and is using Rachel as bait."

"I'm going with you," added Julia. "She's my daughter!"

"Hold on, please!" cried Tony. "You will more than likely need support, Pete. We'll go with you for back up."

But, Julia didn't listen and darted out of the embassy.

"There is a reason to why she has red hair," remarked Jim. "Chuckles can be quite a hothead."

Pressing the buttons on their chests, Jim and Tony donned their Iron Man and War Machine armors and immediately flew out of the Embassy through its front doors while Discord, Celestia, Luna and the Ambassador watched.

"Adrian," Peter thought to himself as he swung himself out of the embassy. "I swear if you hurt Rachel, I won't be so easy on you this time!"

…

"Well, what do we do now?" asked Discord.

"We begin to find the source of the brain poisonings," answered Celestia as she and Luna flew out of the Embassy and Discord teleported away, leaving the Ambassador alone…