Equestria Girls/Spider-man Book 1: Amazing

by Equestrian Defender

Rating: teen
Tags: Main 7 (EqG), Profanity, Adventure, Violence, Twilight Sparkle (EqG), Crossover, Thorax, Flash Sentry, Principal Cinch, Alternate Universe, Comedy, Equestria Girls, Science Fiction
Length: 107698

Flash Sentry tries to balance high school, being Spider-man, and the magical misadventures of Sunset Shimmer and her friends.

The First story of the EQuestria Girls Marvel Universe. The EQGMU.
Now with a Tv Tropes Page! :https://tvtropes.org/pmwiki/pmwiki.php/FanFic/EquestriaGirlsMarvelUniverse

AU where the Marvel Universe and Equestria Girls coexist. This story takes place two weeks after Captain America Civil War and before Friendship Games.
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About a month after the Battle of the Bands, during a field trip to the OsCorp building, Flash Sentry is bitten by a genetically altered spider and is gifted with new abilities. After learning that with great power comes great responsibility, he dons a costume and takes to the streets as your friendly neighborhood Spider-man.

And for only being in the superhero biz for about four months now, he's done pretty good. He even got to help Tony Stark and the Avengers in Germany, which earned him his new and improved suit.

But as the days go by, more and more supervillains are coming out of the shadows; some powerful, some crazy, some crazy-powerful. And many of them want nothing more than to squash the spider.

Meanwhile, Sunset Shimmer and her friends discover that the Sirens weren't the ONLY magical threats from Equestria that ended up in the human world. And some are drawing the attention of powerful people, very few of them being good people.

Will Flash Sentry be able to keep the people of New York City safe AND juggle his busy life as a high school student? Or will Spider-man fall before the coming storm? One thing's for sure...

...it's going to be Amazing.

Cover Image is by https://www.deviantart.com/mabocdurenarts
You should check out his page, because they have some amazing fan art.

Published 2018-10-09 02:40:01 UTC
Last updated 2020-02-27 04:25:54 UTC

Chapter 2: There Goes The Neighborhood Part 2

"Yeah, I'm fine" Twilight said, a light blush on her face. "Thanks for saving me, Spider-man."

Shaking out of his daze, Spider-man replied "You're welcome. Why are you trying to get into the Security Room?"

"Because I'm trying to find out what's going on."

"Well if the guys with guns weren't enough of a clue-"

"No" Twilight cut in. "What I mean is that even though this building is just a research center, the projects we work on are important enough for the building to have the latest Oscorp Security Systems. The moment those men came through the front doors, the building should've gone into lockdown. Whole corridors closed off and flooded with knockout gas, automated guns with nonlethal energy blasts popping out of the walls and taking aim at anyone whose DNA isn't registered in the Oscorp Data Banks."

"The scanners are that good?"

"Spencer Smythe designed the software himself. That's how good it is."

She wasn't kidding and Spider-man knew it. Spencer Smythe was one of, if not THE, leading expert in robotics and technology. Word among the scientific community was that he was working on a type of nanobot that would be used to fight cellular diseases, which would require very complex A.I. and scanning technology. If he could create that kind of A.I. for robots that were so small over a million of them could stand shoulder to shoulder on the head of a dime, then his tech was truly something to behold.

"But none of this happened. So I'm guessing there could be a glitch in the system-"

"-which is extremely unlikely since Spencer Smythe checked the system himself yesterday and said they were running at peak efficiency. Or something happened to the security personnel" Twilight finished. "And I'm guessing it's the latter because the keycard for the door isn't working."

Starting to get the picture, Spider-man said "Then let's find out what happened. Stand back, please."

She did so, and Spider-man shot an Electric Web at the panel. It fizzed and sparked for a few moments, before a loud pop! was heard and the door opened. Twilight looked at this and asked "Where were you when I forgot the code to my lab?"

"Somewhere in the neighborhood" he nonchalantly replied.

They walked in through the door, and-

"Oh my god" Twilight gasped.

There were two guards in the security room. One of them was lying on the floor, and the other one was slumped over on the computer bank.

Both of them were dead.

Spider-man turned one of them over, noticing white foam around the man's mouth. He saw the spilled coffee on the floor next to him, his lenses already scanning it for traces of poison. " He then looked at Twilight and saw her standing motionless and staring at the bodies, her face ghostly pale. He quickly walked up to her and tried to get her attention. "Twilight." Nothing. "Twilight!" Still nothing. "TWILIGHT!"

Snapping back to reality, she looked at Spider-man, clearly still shocked at what she just witnessed. "T-t-they're-"

Spider-man nodded, gently placing a hand on her shoulder. "Yeah, I know. And it's horrible. But if we don't stop the guys in the building, more people are going to die. But we can stop this and make sure that doesn't happen to anyone else. Okay?" Seeing her nod, he continued "Now I need you to focus, and see if you can get the security systems back online."

Once he let go, Twilight moved to the empty computer bank, trying not to look at the other dead security guard. "Give me a few seconds."

As she worked on the computers, Spider-man heard Thorax on his comm. "Okay, the computer in your suit just finished analyzing that coffee. Those poor guys got a dose of poison."

"I figured as much. I'm guessing it was some sort of cyanide?"

"Potassium Cyanide, to be exact. They probably didn't notice it because coffee in most places outside of cafes taste like shit."

"Poor guys would be dead a few minutes after they drink this sludge."

Twilight looked over at Spider-man and asked "Do you have some sort of radio in your suit?"

He heard Thorax on the other end facepalm. "Oops."

Looking at her Spider-man replied "Well... yeah. I have a... 'friend', who can hack just about anything. He usually uses it to look through the cameras around the city to help me find crimes and get a good idea of what I'm up against. It's saved my life more than once."

"You're welcome, buddy."

"Well," Twilight began, motioning Spider-man to join her "maybe he can help me out." Joining her at the computer bank, Spider-man noticed multiple ACCESS DENIED windows and a slew of numbers rapidly changing in across the screen. "Whoever poisoned the guards also hacked into the system and locked everything up. All the security systems are down save for the cameras. It's also locked out anyone who tries hacking into the system from outside the building."

"That might explain why my friend got kicked out of the system earlier" Spider-man replied. "You think he might be able to help?"

"I have pretty good computer skills. But, I'm a novice hacker at best."

"Well fortunately for us, my friend is a master."

Thorax tapped his chin, then said "Okay, I have something that might work."

"Dude at this point I'm willing to try anything that doesn't involve Light-Cycles and Identity Disks."

"We talking Tron or Tron Legacy" Thorax joked. "Anyway, just plug into her phone and I'll connect to it. From there, I'll download my hacker program onto it. I'll be able to walk her through the rest while you take care of the goon squad and Shocker."

"Still not sure about that name. It sounds like a WWE wrestler."

"Well I don't hear any good names from your infinite library of quips, so shut it and do what I said."

"Yes, Captain Hacker."

"We're not using that as my codename" Thorax deadpanned, preparing for the upload.

As the download bar finally read 100%, Spider-man disconnected the cord in his web shooter from Twilight's phone. Almost immediately it rang, and Twilight pushed the answer button. "Hello" Twilight asked. "Is this Spider-man's friend?"

"Yes it is, Miss Sparkle" a heavily filtered voice answered through the phone. "You can call me... Codex."

Twilight giggled. "Did you just come up with that name?"

"Very funny. I have a program that can help me break through this encryption. I just need you to-"

It was at that moment that Spider-man noticed Shocker on one of the feeds. "Hey" he said getting Twilight's attention. Pointing at the monitor, he asked "That hallway Shocker's in; where does it lead?"

Checking the camera, Twilight's face paled. "That hallway leads to the Energy Research Division."

"Let me guess," Codex guessed "there's a lot of experimental energy sources down there. And if he messes with and/or breaks the wrong thing, it could become unstable and go ka-boom?"

"And could potentially destroy the building, and everything in a five mile radius" Twilight added. "Not to mention vaporize everyone within that area."

A thick silence permeated the room, eventually broken by Codex saying "Well, there goes the neighborhood."

"Not yet it's not" Spider-man said. "Time for me to do my hero thing."

"Shouldn't you at least make a plan before you go in there" Twilight asked.

"I have a plan. Save the hostages, take down the bad guys, get some payback on Shocker, make sure the building and Midtown don't get blown to smithereens."

Twilight sweatdropped at that. "Um, it's not that easy. Is it?"

"Not always" he admitted, looking at the camera feeds that showed the hostages. "I'll need to find a way to get into that room and take down those bozos without raising an alarm. Otherwise those people are gonna get hurt. Codex?"

"Program's running, but it's going to take a little more time for me to get access to their mainframe and restore security. On the bright side, I've got camera feeds, so you're not going in blind."

"Good."

Twilight then added "It looks like they're in the Presentation Center in the center of the complex. All you really have to do to get there is follow the signs on the walls."

"Thanks." Opening the door, Spider-man said "Lock the door behind me. I'll let you know when it's safe to come out."

Nodding, Twilight replied "Be careful."

He smirked under his mask. "Oh, it's no big deal. I'm just going to go fight some trigger-happy men armed with machine guns. Nothing dangerous or anything."

Once the door closed, Twilight asked Codex "Is he always like this?"

"If he wasn't then something would obviously be wrong."

Twilight was right; finding the Presentation Center was easy.

Getting inside was another matter.

"The two guys you took down when saving the damsel-in-distress leaves thirteen guys inside. Two guys at each of the four doors, four guys surrounding the hostages in the center of the room, and one guy patrolling around the room" Codex observed.

"And all of them will start shooting if they so much as see a web" Spider-man muttered. "Any suggestions?"

"According to the blueprints I downloaded, there's a ventilation shaft that has several openings in the ceiling."

As he opened the grate and started crawling through the vent, he asked "Anything I should know about the guards?"

"The guy that's patrolling is constantly checking on the other guys. If he sees something suspicious, he'll sound the alarm."

Lifting up the vent cover on the ceiling, he whispered "Then he's first on the list.

As he crawled out, he surveyed the room and took note of the positions of the men. Sure enough, Codex had gotten it right. Two at each door, four around the hostages, one patrolling around. Zeroing in on the patrolling man, Spider-man waited until he was far enough away from the others and shot out a web shot with one web shooter and attached a web-line onto his back. The web shot nailed him in the mouth, silencing him, and with a swift yank of the web-line the man was up against the ceiling. Webbing him to the wall, he said "One down." He then looked down at the four men around the hostages, noticing that each one also had a good view of one of the doors. The guys at the doors however, were focusing solely on the doors.

With practiced precision, he quickly shot out two lines from each web-shooter, each nailing a guard. Before they could react, he yanked them up, their heads slamming against the ceiling before their bodies were webbed to the ceiling.

"Nicely done" Codex commented. "Now you've just got the door-men."

"Noticed. How're things going on your end?"

Twilight looked at the monitor, noticing the progress bar was at 87% and rising. "Wow. You're good" she commented.

"Thank you. But by the time we get them back online, Spider-man'll probably have them all webbed up."

"True. Very-" Twilight stopped, noticing Shocker on one of the camera feeds. He was carrying a metal case with a computerized lock on the side, and was marked X5N0. "Uh-oh."

"Uh-oh, what?"

"Tell Spider-man to hurry up and get to Shocker."

"Can do. Wanna tell me why?"

"Shocker's leaving with project X5N0."

"Why do I get the feeling that's NOT something we want him leaving with?"

"SO, let me see if I can get this straight."

Spider-man looked at his handiwork. Five guys were webbed to the ceiling, four guys were webbed to the floor, two were hanging upside down in cocoons, and the remaining two were laying on the ground, unconscious. He'd already opened the doors and told the hostages to get somewhere safe. Webbing those two down to the ground, he continued "Project X5N0 is a collection of energy cores that were salvaged from the Chitauri Invasion."

"Yeah" Codex replied. "Apparently Oscorp snagged them before Mister Stark's Department of Damage Control could collect them. They've been trying to see if they can harness their power to make something that could rival the Ark Reactor."

"And possibly be used in weapons development?"

"She says she doesn't know for sure, but then again she's just an intern. Something like that's probably not for her eyes."

"A perfectly valid point. But since I doubt crooks and scumbags are interested in environmentally-friendly energy sources-"

"We've actually got bigger problems" Codex cut in. "According to Miss Sparkle, those cores become unstable and will explode if they're exposed to any kind of radiation source."

"Any kind as in?"

"Anything as small as a metal detector in an airport. A single core has an explosive yield that would make a 1-pound C-4 charge look like a firecracker. And the container holds roughly 100 of these things."

That definitely didn't sound good. "Where's Shocker headed?"

"Since I doubt he's going to be walking out the front door; the other ways out are a loading dock on the southern side of the building and the helipad on the roof. There's nobody in the loading docks and it looks like Shocker's heading towards the elevators."

"How much control of the building do you have?"

"I've just shut the elevators down. He's heading for the stairs, currently on the fourth floor. Security locks are active, though I doubt that'll stop him." There was a pause, followed by "That's odd."

Exiting the building through a window and climbing up the outside, Spider-man asked "What's odd?"

"Well... there's no helicopters in the sky in that area. Nor are there any aircraft across the city heading towards the building."

Peering through the window of the fourth floor and seeing Shocker blast the stairwell door, pulverizing it and parts of the surrounding wall. He picked up the case and walked through the hole. Moving up to the next floor and entering a vent, he asked "So, what's his exit strategy?"

"Beats me."

Dropping from the vent, he replied "Guess we'll find out."

At that moment, his Spider-sense went off.

BA-FWOOOM!!!

The wall in front of him suddenly cracked before bursting inward, a wave of concussive force knocking him off his feet and onto the ground. "Ow! Jeez, second time today I got knocked on my-"

"YOU!!"

Looking up, Spider-man saw Shocker standing there holding the Project X5N0 container on his shoulder. Getting to his feet, he waved. "Oh, hey Shocker" he said jovially. "Yeah, surprise surprise, I'm still alive. I get that a lot."

Shocker growled, charging his right gauntlet to the point it began to glow. "I don't have time for this Webhead. Now this time, STAY DEAD!"

He fired the blast, only this time it was so big that it tore up the entire hallway, ranging from bits and pieces of the ceiling to large chunks of the floor and walls.

And sadly, the hallway was far too narrow for him to dodge in any sort of capacity.

As it approached him, Spider-man muttered "Oh come on!"

Lieutenant Shining Armor looked at the officers who had just finished giving their report on the situation, as well as a report of the reed hostages. "Any sign of my sister" he asked, worry evident on his face.

"'Fraid not. We don't know-"

KARAKA-BA-FWOOOOOOOMMM!!!!

Everyone looked up to see a large hole suddenly blasted through the fifth floor, showering the street with masonry and bits of glass. Once the debris stopped falling, Shining said "Somebody get on the radio and get me a S.W.A.T. team, ASAP!"

CRASH!

Shining looked at his cruiser, seeing the broken glass and crumbled frame, and noticing the figure clad in red and blue tights on top of it. "Spider-man! What happened?"

Peeling himself off of the car, he grumbled "Shocker packs quite a wallop." He stretched and everyone heard a loud POP! from his back, making everyone wince.

"Shocker" Shining asked, confused.

"The guy who looks like he dressed up as a mattress and has gauntlets that shoot out shockwaves."

"Oh-kay. Look, while you were in there did you see a girl wearing glasses with purple eyes-"

"-indigo hair with a pink stripe and a mulberry stripe? Name of Twilight Sparkle?"

"That's my sister! Is she okay?"

He nodded. "She's perfectly fine. She's locked herself in the Security Room so she can try and get the defense system back online."

Sighing in relief, Shining said "Oh, thank God."

"Well, it's been nice talking to you Officer-"

"Actually, it's Lieutenant." He held his hand out. "Lieutenant Shining Armor."

Shaking his hand Spider-man finished "-but I've got a bad guy to catch and you've got thirteen bad guys to arrest. Presentation Center." He shot a web-line to the roof and added "Might need a ladder for the five on the ceiling."

As he shot off, he picked up a radio and said "I'll need some prisoner transports. And a tall ladder and a net."

Shocker grinned underneath his mask, having just came out on the roof. He placed the container on the ground and pulled out a small metal circle with a red button on the one side. He twisted it and then placed it on top of the canister, the magnet on the underside activating and sticking to it. "Perfect" he noted. "Now I just gotta wait for pick up."

"Oh, you mean the police van?"

He turned in the direction of the voice, and immediately got two red boots into his face. The force of the kick sent him flying across the roof, skidding to a stop at the edge. Seeing Spider-man standing there, he cursed and yelled "WHY WON'T YOU DIE?!"

"The same thing asked by EVERYONE who tries to kill me and fails."

Shocker clenched his fist while Spider-man got into a combat stance, but both stopped when they heard something.

Turning towards the sound, they both saw what looked like two large mechanical birds the size of motorcycles swoop down out of the sky. One grabbed the X5N0 crate and took off, while the other one shot out a cable from its underside that wrapped around Shocker's waist and attempted to follow suite.

Keyword being "attempted" as Spider-man had attached two web lines to the mechanical bird's wings and was doing his best to pull it back to the roof, silently thanking his adhesion powers for keeping his feet stuck to the roof.. "Sorry Shocker, but you and your robot bird aren't going anywhere!" He stopped and added "Wow, that's gotta be the weirdest thing I've said all day."

"Let go of me you stupid insect" Shocker yelled.

"Actually," Spider-man said, giving the web-lines a little slack "spiders are arachnids!"

And with a swift yank of the web-lines, he ripped the wings off of the robot, sending it and Shocker crashing down into the roof. The remains of the robot bird continued skidding on the roof and lay still. Growling angrily, Shocker got up and yelled "You bastard! That was my only ticket out of here!"

"Should've tried the subway. Lot cheaper and less robot birds involved."

Ripping off the cable, he yelled "That's it web-for-brains!" His gauntlets started glowing. "This time I'm gonna squash you flat!"

He fired off a blast, but this time Spider-man had two advantages.

One, he knew what to expect.

And two, he wasn't in a narrow hallway inside a building.

Nimbly dodging the blast, he fired a web shot right into Shocker's face, blinding him for the moment. He then lunged forward, slamming his fist into his face. Shocker swung at him with a left hook, but Spider-man dodged and struck out with two jabs into his chest which seemed to do nothing except make him lose feeling in his fingers. "Ow! Jeez, what's your suit made of?"

Ripping off the webs from his eyes, he angrily replied "Like I'd tell a dead man!"

He fired off two more blasts, but again Spider-man dodged, web zipping up to a radio tower. "Codex, any ideas how to stop this guy?"

In the security room, Twilight was looking over the footage on the roof. Looking at the gauntlets, an idea came to her. "Codex?"

"Love to talk right now but I'm trying to figure out-"

"I figured out how to beat Shocker."

There was a slight pause, and then he asked "How?"

"If you nail his gauntlets with an Electric Web shot, you'll overload the power source and fry them."

Dodging another blast, Spider-man asked "Twilight's sure this will work?"

"She says that his gauntlets don't have wires or conduits to any parts of his suit, which means they have their energy sources built into them. A strong enough electric jolt should overload them, which leaves him without his primary means of trying to kill you."

Shrugging while dodging another blast, he said "Can't hurt to try."

Switching to his Electric Webs, he dodged another blast and fired a shot that stuck to the front of Shocker's right gauntlet.

The effect was instantaneous.

Electricity crackled along the gauntlet, sparks flying from the fingers all the way to the ends, before finally it exploded with a loud BOOM! and knocked Shocker across the roof.

Huh. It worked. Better be sure to thank Twilight after this.

Getting to his feet, Shocker looked at the ruined gauntlet. Roaring in anger, he began charging up his remaining gauntlet. Raising it above his head, he yelled "DON'T COME ANY CLOSER! OR I'LL BRING THE WHOLE BUILDING DOWN!"

"Yeah, I don't think so" he said, firing off another Electric Web shot at his gauntlet. The gauntlet overloaded again, but this time it released a shockwave that knocked Spider-man to the ground and sent Shocker flying off the edge of the roof.

Before he fell out of sight though, Spider-man attached a web-line to him, feeling it go taut and hearing a THUD! followed by a loud "OW!"

Attaching the line to the roof, he walked to the edge of the roof and saw Shocker trying to get free of the web-line. "Yeah, we're five stories high" Spider-man stated. "Pretty sure a fall from here would break your legs." He fired off multiple web shots, binding Shocker's hands and feet together. He then reeled him in and said "Well, love to hang out Shocker but I got places to be. And YOU have an appointment with the police."

Shining Armor looked at the man called Shocker, now in handcuffs and without his mask. "Hey, Herman Schultz!" He clapped him on the shoulder and asked "Aren't you still on parole for those bank robberies a few years back?"

Herman glared at him and he replied "F-"

Thwip!

A web shot covered his mouth, courtesy of the red and blue superhero perched on top of the police van. He wagged his finger and said "Language, Herman. There are children present."

Shining chuckled and said "Take him away boys. Be sure his suit and gloves gets into Evidence."

As they strapped him in, Spider-man sighed.

"What's with the sigh?"

He explained what happened during the robbery. Once he finished, he said "I talked to Twilight to see if there was a tracer on the container. There was, but she says it got as far as the edge of Midtown before the signal disappeared."

"So we have a container filled with 100 alien energy sources that some mystery person hired Schultz and armed thugs to steal?"

"Afraid so. And we have NO idea where it is now. If I had time I would've planted my own tracer on the container-"

"Hey, you saved my officers, the employees here, and more importantly, my sister. That's a win in my book."

That lifted his spirits a little. "Thanks Lieutenant. I'll talk to a friend of mine, see if he might be able to help me find those cores. In the meantime, what can you tell me about Schultz?"

Shining sighed. "Officially, I'm not supposed to tell you this kinda stuff."

"I understand."

He smiled and said "But unofficially, Schultz is a high school dropout whose greatest achievement was an 85% in History. Not exactly a science wiz." Looking over at the officers putting the gauntlets in crates marked Evidence, he continued "There's no way he'd be able to make those gauntlets. And none of his known associates ever made it to college."

"So he either stole the gauntlets, bought the gauntlets, or had them custom built." Spider-man thought about it for a sec and asked "Don't suppose there was anyone who specialized in tech like this that recently got kicked out of Oscorp recently?"

"Hell if I know. Oscorp's not talking, and they've got more red tape than I've got battle scars. Plus they've got a legal team that could sue the pants off the U.S. President."

Spider-man whistled. "Well, that plan's out." Mentally though, he filed that away for later. He then handed Shining a piece of paper. "A little thank you note for your sister. She helped me take down Shocker. I'm going out on patrol."

"Stay safe out there, Spidey."

"No promises."

As he web-swung away, Shining's phone rang. Answering it, he said "Lieutenant Armor, NYPD." His eyes widened and he continued "Cadance! Oh, don't worry honey, I'm fine. Yes, Twilight's okay too." He paused for a moment while she talked and he answered "Yeah, he was here. No, he didn't save my life but he did save everyone here. I'll ask Twiley but you'll have to give me a few minutes." He smiled. "I'll try. Love you too, babe."

Hanging up, he typed out a text to a friend of his.

Another tech robbery, this time AT an Oscorp building. I think your "theory" might be right.

It was about a minute before the reply came through.

I've got some leads. The usual spot tomorrow at the usual time.

Got it. See you then.

"Schultz was arrested thanks to Spider-man" Mason explained. He then placed the X5N0 container on the table. "However, we got what we were after."

Two figures came into the light. One was a balding man in his fifties, with a long nose like a bird's beak and gray eyes. He wore a black jacket with green gloves and khakis. He said "Shame about that. If we had more parts I would've included machine guns on the drones."

The other kept their face hidden behind a silver mask with a purple visor. They wore a black cloak over silver armor with purple inlay. The armor was built in such a way that neither man could tell if they were male or female.

All they knew was that they called themselves Bishop and that they were willing to do some favors, and pay them handsomely, in return for their services.

Bishop looked at the container and said "What's done is done, Adrian." She then looked at Mason and commanded "Open it."

Mason nodded and opened the lid, the contents bathing their faces in a purple glow.

Adrian whistled at the sight of the contents; a large amount of glowing purple orbs small enough to fit in the palm of ones hand. "Look at that." He reached inside and picked one up. "So much power in such a little package." Placing it back in the container, he looked at Bishop. "I take it our agreement still stands."

Bishop nodded. "One fourth of the energy cores are yours to do as you see fit." As Mason began removing the right amount of energy cores, Bishop asked "Who was the one to poison the guards and disable security?"

"An old friend of mine from the old days in S.H.I.E.L.D. academy, a transfer student from Russia" Mason answered while carefully pulling out their share of the energy cores. "He ended up in an accident that messed up his face. He may stick out as himself, but give him a holo-mask and the intel of who he needs to be, and he's a regular chameleon."

Bishop then pulled out a USB stick from within their cloak. "Your next assignment."

Adrian took it carefully, and then asked "So, what're we supposed to do about Spider-man? He's messed up one job now. Give it a few more and he'll get to be a major thorn in all our sides."

Bishop was silent for a moment, and answered "If he interferes again, eliminate him from the equation."

As she left, Adrian picked up a core. "One of these should be enough to power my suit. What shall we do with the rest?"

Mason looked at the cores. "These cores powered alien technology ranging from plasma blasters to force fields to flight-tech." He smiled at Adrian. "How much money do you think someone would pay to have tech like that in their hands? One million? TWO million?"

Adrian smiled, imagining all of that money. "Make it so, my friend. In the meantime..." He held up the USB stick. "I'll see what our mystery employer wants us to steal and/or destroy."

"I'll see what I can dig up. See you tomorrow at lunch?"

It was a few hours after the fight with Shocker and Flash was now at home, having showered and changed into his nightclothes. Thorax had called and told him that so far he'd found nothing about the drone that stole the energy cores, outside of a few comments on Twitter about "a weird metal bird flying through the air" which honestly was nothing new in New York City.

Flash Sentry smiled. "Yeah. See you then, dude."

As he hit the End Call button, he dialed another number and waited for a few seconds before someone picked up. A gruff voice asked "What do you want, kid?"

Groaning since Harold "Happy" Hogan was the last person he wanted to talk to, Flash replied "First off Happy, my name is Flash Sentry. And I'm fifteen years old. Second, I need to talk to Tony about something important. He around?"

"Mr. Stark's up at the new building Upstate."

He cursed mentally. Tony was moving the Avengers to a location in Upstate New York, wanting somewhere a bit more "out of the way" and "remote" so their enemies wouldn't find them so easily.

Personally, Flash figured the city council was forcing them to move since that building had been the sight of an alien invasion and God knows how many superhuman throwdowns.

Or as a typical New Yorker would call it, Tuesday.

Sadly because of how remote the new location was, cell service was spotty at best. "Look, just tell Tony I need to talk to him when he gets a chance. It's important."

"Sure thing kid" Happy replied before hanging up without even saying good-bye.

Flash knew he wasn't going to so much as mention him to Tony. "What a dick."

After finishing up his five pages of Algebra homework ("He must've dumped Ms. Harshwinny HARD.") a bit of Chemistry homework ("My web-fluid formula is more complex than this.") a small assignment for American Lit. ("Why is this book a classic again?") within an hour, he checked the time and found it was only a quarter past seven. "Huh. Aunt May should be home by now" he noted. Pulling out his phone, he saw he didn't have any texts or voicemail, so he dialed her number.

And a familiar voice that WASN'T his Aunt replied "Hello? Who is this?"

Sometimes Flash really hated the Sentry luck.

Because shock of all shocks, it was Twilight Sparkle who picked up the phone.

"Uh, hi" he answered awkwardly. "Who is this? And why do you have my Aunt May's phone?"

"Your Aunt? Oh, you mean Miss Sentry."

"Yeah, my Aunt Mayflower Sentry. And you are" he asked. Not that he didn't know who she was, but Twilight technically hadn't met him yet. She'd met Spider-man, and she didn't know they were the same person.

And as per the rules of Superheroes and Secret Identities, she'd be safer NOT knowing that little fact.

"My name is Twilight Sparkle. And I have her phone because she's in the bathroom."

"Okay, that makes sense. But, why is she at your house?"

There was a slight pause before a new voice asked "Flash? Is that you?"

He smiled and said "Yeah, it's me Aunt May. Just wondering where you were."

"Well, I made a new friend today and she invited me to her house for dinner. Which I accepted."

"I figured as much."

It was at that time that Flash's stomach let out a loud growl akin to that of a tiger. Oops. Guess I must've worked up more of an appetite fighting Shocker than I thought.

There was a slight giggle from his aunt, followed by her asking "Was that your stomach?"

"Yeah. I haven't had dinner yet."

"Well, I'd say there's enough spaghetti here for everyone, even with your tremendous appetite."

Flash thought about it for a second, then smiled and asked "I don't have to dress fancy, do I?"

"Just try and do something about your hair."

"Ha ha. Text me the address and I'll see you soon."

"Okay. Love you."

"Love you too, Aunt May."

Hanging up, he pocketed his phone and grabbed his Spider-man costume. I am so glad I made the web shooters. Web-swinging beats the subway any day.

And after making sure the doors were all locked, he stepped out the window and swung out into the night.

Author's Note

Hey guys. So, in the comments of the first chapter, a few questions were asked that I feel should be addressed so that everyone can see them and hopefully NOT ask these questions in future chapters.

Question 1. Will the characters from Equestria Girls have normal skin tones or their usual pastel colors?

Answer: That's up for you to decide. I don't normally describe skin tones unless they're relevant and/or important to the theme of, or the story itself. So if you want characters like Rainbow Dash to have her normal sky-blue skin, or be a member of any ethnic group you want (I don't judge.) then by all means do that in your own fic.
That being said, since Zecora in the show is from Zebrica (which I guess is the Equestrian equivalent of Africa.) in THIS fic she would be African-American. Or possibly Wakandan. :raritywink:
But as it is, I don't think anyone in the Marvel Universe is going to comment on a group of pastel colored teens when you have guys like Nightcrawler, Beast, Mystique, Gamora, Nebula, and Thanos, to name a few.
However, I want to make this crystal clear. THEIR HAIR COLORS WILL NOT BE CHANGED! I can't imagine Rainbow Dash, Twilight Sparkle, or any of the others without their iconic hair colors.

Question 2: Am I going to ponify the names of/any of the Marvel Universe characters? Am I going to swap out any of the Marvel Universe Characters with MLP Characters?

Answer: Yes and No.
In future books I may or may not be changing some of the characters around, for reasons I will explain when I get there. And in Book 2 I plan to introduce an OC for this universe's version of Mile Morales. (Spoilers!) But as for Book One, not really.
Flash Sentry becoming Spider-man instead of Peter Parker and slightly altering Aunt May's name to Aunt Mayflower are the only major changes at this time. (And even then she still prefers to be called Aunt May.)
But other than that major characters like Daredevil, the Avengers, and a majority of the villains will retain their original names and backstories.
As for characters in the Equestria Girls Universe?
:raritywink: Stay Tuned.

Question 3: If this takes place in the Avengers movies, AKA the Marvel Cinematic Universe, when does it take place in conjunction to them?

Answer: Since I apparently didn't make this clear in the description for this story, I bolded it and then edited chapter 1 to include where the story takes place.
That being said, let me clarify.
This takes place 2 weeks after Captain America: Civil War and before Friendship Games. Flash Sentry gained his powers after the Battle of the Bands in Rainbow Rocks and has been Spider-man for four months.
And just to get this out of the way, here's the timeline I have for this fic:
Equestria Girls takes place in late September, around the 21st, which is the first day of Fall. The best time to have the Fall Formal.
Rainbow Rocks takes place in mid-October.
As such, Flash gets the spider-bite in mid-November, roughly a month later.
Four months later would put this story starting in March, with me even saying in the beginning of chapter 1 that it was the first day of Spring.
All caught up now?

Question 4: Anything concerning Avengers: Infinity War.

It will not end with Flash-Sentry/Spider-man fading away into dust. I will not spoil what I have planned for anyone, but rest assured that is not happening.
It also will not be happening until either the end of Book 2 or the beginning of Book 3. Or I may have it take place after Book 2 and just make it its own Book/Movie. I don't know yet. Ask as much as you want but except for a few close friends of mine, you're not getting anything.

And only one person asked this question, but I'll answer them anyway.

Question 5: Why am I using Thorax as the "Man-In-The-Chair"instead of Micro Chips?

Answer: At the time I started planning this out, I wasn't even aware Micro Chips existed. So I looked him up.
He seems like an okay character, but I couldn't exactly see him as someone who would illegally hack into secure systems to help out a friend.
Also we have yet to see Thorax in EQG outside of fanfics and I really think I can do a lot with him in this fic. Especially concerning the potential for a human version of Queen Chrysalis. Hint Hint.

And yes, I know that I have to explain how Flash Sentry in this universe is a science prodigy and what happened with his band. I will get to that in several flashback chapters, but rest assured it will be covered. Please be patient.

That being said, I already got an MLP character lined up to stand-in for this guy.
https://www.youtube.com/watch?v=i8I43bF840s

Okay, now that that's out of the way, enjoy the show.

Flashback 1: Along Came A Spider

Author's Note

Hey guys. Here's the first Flashback episode. I know you guys were probably expecting/hoping for Flash and Sci-Twi interacting with each other and the intro of Aunt Mayflower (May) Sentry, but I just felt like this would be a good time to introduce the first little part of Spider-Flash's origin. Plus I just felt like teasing/torturing you by NOT immediately writing that chapter. Mwahahahahahahahaha!!!!

And no, I am not going to make the title into a pun because of his name. I am above that.

Anyway, I don't normally write 1st Person stories. Or write 1st person period. I usual only write them for narration purposes. So if these flashback sequences don't seem that great compared to the other chapters written in 3rd person, that would be your answer.

So, first up is the field trip to Oscorp and the spider bite that started it all. Enjoy!

Flashback 1: Along Came A Spider

Journal Entry #1

I'm not entirely sure why I'm writing this journal.

Maybe it's because I know that what I do is dangerous and that I could very well end up getting myself killed, so I want to write this to explain why it is that I dress up in my silly costume and fight crime on the streets of New York City.

Maybe it's to make all this crazy stuff feel more real, and hammer home that all that crazy stuff actually DID happen.

Or, maybe it's to remind me of the mistakes I've made and what they cost me, so I never make those mistakes again.

Introspective aside, sometimes it feels like it was only yesterday that it happened.

The day my whole life changed because of one itsy-bitsy spider...

The freshmen class was on a field trip to Oscorp Tower, one of those rare moments where we can get out of the school, away from the tedious slog of common core education and learning about cutting-edge science that could help change the world. Everything from nanotechnology to Artificial Intelligence would be on display.

Okay, for those of you who know me, Flash Sentry, you're probably wondering why a guitar-playing cool guy would be interested in learning about this kinda stuff.

Well the truth is I've always been pretty smart. Some people would probably call me a genius. I've just been hiding it because bullies and jocks have it out for smart kids.

I'm not kidding. Ever since I revealed I was smart in elementary school, I was the subject of constant teasing because of it. The usual names like "nerd" or "geek" or "dweeb", that kind of stuff.

When I got to middle school, that become a lot more physical. Needless to say I spent a lot of time being beat up or shoved in a locker. Or both. Usually both.

So after 8th grade I started learning how to play guitar from my uncle, convinced them to switch me from thick glasses to contact lenses (Yeah, my eyesight wasn't the best back them), and I started dressing a lot cooler. Once school started they barely recognized me as the guy who could list the entire Periodic Table off the top of his head.

I still did all my homework and studied for my tests, I just asked my teachers not to comment on my intelligence. And thanks to my new image, I got to spend a little more time socializing with the other kids my age. Nobody knew that the cool-guy was also a "genius prodigy" as our science teacher, Mr. Discord, would call me.

Really, the only thing that could still be considered "nerdy" about me was my photography hobby. I can't help it, I just love photography. Hell, to this day I still keep the first camera my Aunt May bought for me. That thing's so old it still uses film. I use a new digital camera nowadays, thanks to my share of the profits from the gigs I do with my band.

Anyway, back to the field trip.

We were currently in the Bio-Labs Division, being led by a lab assistant who sounded slightly less bored than a tour guide at a zoo. Considering Oscorp does these field trips with multiple high schools around New York, I could understand why. He's probably given this tour over a hundred times.

He led us to a collection of glass cages with an assortment of various spiders. But these spiders looked different from your usual spiders. While most of them were the same size as your typical Wolf Spider, with a few being the size of Tarantulas, most of them weren't typical spider colors. There was one that was a bright scarlet, another black with red legs, and one that was a mix of red and blue.

The lab assistant said "These spiders have been genetically engineered using DNA from other spiders, as part of our Cross-Species Genetics program. They're essentially a new breed of 'Super-Spiders' with unique abilities most normal spiders in nature don't have. One common trait they all seem to share is an enhanced awareness of their surroundings that several scientists have dubbed a 'Spider-Sense.'"

I had to roll my eyes at that, since it was clearly a bad pun. Coming from a guy who nowadays constantly makes bad puns, that was saying something.

And yes I know I use the term for my own enhanced awareness superpower, but I'd like to see them try and sue me.

Anyway, since the usual photographer for the school newspaper was out sick for the day I was asked to take some pics of the trip. I snapped a few pics of the spiders, and I noticed the red and blue one looking at me. I smirked and said "Smile for the camera" before holding up the camera and taking the picture. The spider blinked its eight eyes from my camera's bright flash, quickly rubbing its eyes with its two forelegs. I winced at that. "Sorry little guy."

The tour guide's phone buzzed, which he looked at and sighed (though whether it was in annoyance or relief was anyone's guess.) He looked at our chaperones Mr. Discord and Ms. Harshwinny, and said "I need to take care of something real quick on another floor. You and your students are free to look around the lab, just please stay within the lab and PLEASE don't touch anything."

Once he ran off to do whatever Oscorp thing he had to do, the class decided to spread out and look around. I stayed by the spider-cages, deciding to look through the pictures saved on the camera's memory.

And the first one to pop up was one that I haven't looked at since a month ago, after the Battle of the Bands.

It showed Rainbow Dash's band, the Rainbooms, after they beat the Siren Sisters (which now that I think about it actually sounds like a cool name for a 70's band.) and freed the school. Sunset was in the center while Pinkie Pie, Rainbow Dash, Rarity Belle, Fluttershy Breeze, Jacqueline Apple (who prefers to be called by her childhood nickname, Applejack) and...

I sighed, placing a hand on top of one of the spider cages.

My attention was drawn to the indigo-haired girl who in the picture had been the first to hug Sunset Shimmer. Her name was Twilight Sparkle. Just like Sunset Shimmer, she was from this other world called "Equestria" which was inhabited by sentient ponies that could use magic. Wonder if they ever had a run in with the Asgardians?

Unlike Sunset Shimmer though, she and I didn't have a chance to so much as go on a date. Sure, we shared a dance at the Fall Formal but that was about it. But...

Okay, I know I'd only known her for about three days tops when she first came here. And the second time she came here I spent most of that time under the Siren's spell and was kind of an jerk to her. And Sunset. And just about everyone, really.

Yeah, those Sirens better pray they never get Spider-man's attention, or I'll put so much web-fluid in their hair they'll have to shave themselves bald.

Back on topic; despite barely knowing ANYTHING about her, a small part of me had kinda developed a crush on her. Given how much she blushed around me, I'd say she might've had feelings for me too.

Sadly, the other parts of me knew two very important facts.

One; she lives in another world on the other side of a magical mirror portal. (Do they have a thing for Lewis Carroll's Alice in Wonderland?) Long distance relationships rarely if ever work out when you're in separate cities. The chances of it working out when you're in separate dimensions are astronomically slim.

Two; my home's here on this side of the mirror. This is where my family and my friends are. Her home's on that side of the mirror, so the same probably applies to her as well. And if Sunset's not bull$#%%ing me about her being an ACTUAL Princess, she's probably got a whole kingdom to look after.

Three, and the most obvious one; we weren't even the same species. She's a pony, I'm a human. I don't think I could live the rest of my life with hooves instead of hands.

Ponies are herbivores, humans are mainly omnivores. While some humans can live a vegetarian lifestyle, sad to say I am not one of them. As horrible as it may make me sound, I don't think I could live my life without cheeseburgers.

So yeah, there was really no way we would have been anything significant. No matter how much that small part of me might have wished it.

Though now that I think about it, if she were a pony in her world then she'd probably never dealt with human hormones. Coming from a teenager who constantly has to deal with them, I know for a fact those things can throw your brain for a loop. So maybe her crush on me was just the human hormones overloading her pony brain?

...

Okay, that just depressed me even more. Back on topic.

Part of me still missed her, but another part of me knew I couldn't keep dwelling on her or else I'd probably spend all my time brooding and wondering "What if?" So since I had already sent the Rainbooms several copies of the picture, I deleted it.

But while I was doing that, somebody (or some-spider) was doing something else.

I hadn't noticed at the time that my hand had been on top of the cage that held the red and blue spider that I'd taken a photo of earlier. I'm guessing one of the scientists forgot to make sure the cage was locked up tight, because somehow it had managed to crawl up the side and slip out through top. And I'm guessing he was still a little miffed about the flash from earlier.

Thus while I was busy with my thoughts, the spider crawled up onto the back of my outstretched hand and sunk its fangs deep into my flesh.

And let me tell you, it HURT.

"YE-OW!"

I immediately pulled my stinging hand away from the cage, unknowingly sending the furry arachnid flying. Bringing my hand to my face, I immediately noticed two marks on the back of my hand and a small bit of blood. I looked around, but apparently nobody had noticed or heard my impression of the cat from Tom and Jerry. What was his name again?

Yeah, I'm just messing with you. I know his name is Tom. Who doesn't?

I saw the spider crawling away as fast as his little legs could carry him to freedom. Not that I could blame him. Who'd want to be stuck in a cage all day getting poked at and prodded at by scientists. Or possible death by dissection.

Run for you life, little guy. Don't look back!

Anyway, I wasn't an expert on spiders (something I'd rectify later) but I knew enough to know that if its venom was lethal I'd probably start feeling sick or I wouldn't be able to breathe within seconds. Maybe it was just teething?

So I wipe the blood on my jeans, rejoined the class and we continued our tour of the building.

Once school was over I headed to the home I shared with my aunt and uncle in Queens.

Oh, I should probably explain that.

My parents died in a plane crash when I was six. So I was raised by my Aunt Mayflower and my Uncle Benjamin. They always tell me to call them Aunt May and Uncle Ben, since calling them by their full names just sounds too formal. They're right.

They're two of the nicest people you could ever hope to meet, and sometimes I couldn't believe how lucky I was to have them in my life.

As I walked out of the subway entrance, I started feeling a little sick. Just a little lightheaded and maybe a little queasy. I was so out of it I don't even really remember getting to the house. When I got inside, I heard Aunt May in the kitchen cooking dinner. Uncle Ben usually racked up the overtime hours this time of year, so he probably wouldn't be home for a few more hours.

Despite only being in her early fifties, Aunt May had snow-white hair that she liked to tie back in a bun, save for a bit of her bangs that stopped just above her sky-blue eyes. She smiled, something that always seemed to bring a smile to anyone's face, and said "Hello Flash. How was the field trip?"

I smiled back despite how I was feeling and replied "It was pretty cool."

"Are you alright, Flash?"

Truthfully, my arms felt like lead and I felt like I was slogging through a sea of Jell-O. And before I could blink or reply, Aunt May had crossed the room and put her hand on my forehead.

I'm not sure if it's just something the elderly have or if she's secretly a mutant that can detect changes in other people, but she has this uncanny ability to know when something's wrong. "You're running a slight fever," she said. "You head on upstairs and get to bed sweetie."

I would say something along the lines of it only being around six in the afternoon, but by this point my body and mind were both about to crash. So I nodded, said goodnight, and trudged upstairs.

I don't even remember making it to my room, ditching my jacket and my t-shirt, but I do remember my head hitting my pillow and passing out in seconds.

I didn't know it at the time, but that spider's bite had done more than just cause me a ton of pain.

It changed everything...

Chapter 3: Making New Friends

The Sparkle family lived in a two story house on the far side of queens, surprising Flash at how close they'd been all this time and he never noticed. The house itself was painted a light purple with a white door, with two flowerbeds on either side of the door that looked like they just had seeds planted. The lawn itself was also very well maintained; no dandelions or crabgrass to be found. Clearly somebody liked keeping their lawn and garden looking nice.

He knocked three times on the door, and was kinda surprised when his Spidey-Sense went off.

The reason soon became clear as the door was thrown open and a purple and green foam dart shot out of the door way, missing his head by a mere centimeter.

The shooter was a young boy who looked like he was twelve years old, with emerald green hair spiked up into a mohawk. His eyes were also emerald green, with his pupils noticeably thin like a lizard's. He wore a green t-shirt, over which he wore a purple jacket with a unique pattern that made it look like scales. He glared at Flash and said "For the last time, we're not buying any magazines."

Finding his voice, he said "I'm not selling anything. I was invited here."

As if to confirm that, a lady's voice called from the kitchen "Spike! Is our guest here?"

Eyes widening, Flash mentally asked himself why this version of Spike was a human. Either the mirror's messed up on the Equestrian side, or some cosmic being out there really likes to mess with the Spike from that world.

Spike turned his head towards the kitchen and asked "Messy blue hair, matching blue eyes..." He took notice of Flash's attire. "...a really cool looking jacket?"

Another voice, his Aunt May's, replied "That's him."

"Yeah, he's here." He moved out of the way and said "I'm really sorry about that. A couple guys from another school keep coming here and begging us to buy magazine subscriptions for some stupid fundraiser. And they-"

"-don't know how to take no for an answer," Flash finished. "Yeah. Been there. Though I never used a Nerf gun to scare them off." A joking smirk on his face, he added "I usually use my uncle's old laser gun."

Catching onto the joke, Spike replied "Well, sorry. My laser gun's in the shop."

There was a few seconds of silence, before Spike and Flash burst out laughing. Spike then moved so Flash could step inside. He did so, and immediately noticed a lot of pictures on the wall. Spike noticed him looking and said "Yeah, Cadance likes to take pictures."

"Cadance?"

Spike pointed to a picture of him, Twilight, Lieutenant Shining Armor (which didn't surprise him as he did tell Spider-man that Twilight was his little sister), and a woman he didn't recognize standing against a white backdrop, all smiling. The woman had light purple eyes and tri-colored hair of pink, purple, and blonde. Shining Armor had his arm around said woman, and Flash heard Spike say "We got that picture taken when my big brother Shining Armor got promoted to Lieutenant. The lady he's got his arm over is his wife, Cadance. Those two have been married for... Um. Hold on." He turned down the hall and yelled "Cadance! How long have you and Big Bro been married again?"

The female voice from earlier replied "Once we hit July, three years."

"Yeah. The girl with the glasses is my big sister, Twilight Sparkle. She's one of the smartest people I know. She even got an internship at-"

"-Oscorp" Flash finished for him, pointing to a picture of Twilight in her Oscorp lab coat.

"Yeah."

"So, any idea what kind of doomsday device she's working on or-?"

Spike shrugged his shoulders. "No clue. All she says is that she's working with the scientists in the Energy Research Division, so I'm guessing she's trying to make the next Arc Reactor. But from what she says most of it is 'hush hush.'" He put air quotes around hush hush, which basically translated into Twilight couldn't tell you unless she wanted fired.

They both heard footsteps, and turned to see Cadance walking towards them. "Well, I see you've seen my handiwork."

Flash nodded, holding out his hand. "Nice to meet you, Cadance." He then pointed to the pictures on the wall. "These are really nice."

She beamed at the praise. "Thank you. Your Aunt says that you also like photography."

"Yeah. I'd show you but I kinda left my camera back home."

"Maybe next time, then." She then saw Spike picking up the dart from his Nerf gun, and asked "Really?"

"I thought he was one of those guys who kept trying to get us to buy their magazine subscriptions."

"I understand that. But a Nerf gun?"

"Well you guys won't buy me a paintball gun and Twilight won't build me a laser gun."

There was an awkward silence for a few seconds before Cadance burst into a fit of giggles while Spike chuckled. Even Flash cracked a smile. Regaining her composure, Cadance said "Go get the table set up, you silly little dragon."

With a quick nod and a "See you later, Flash." he walked off to the kitchen. Flash looked at Cadance and asked "Dragon?"

"Spike likes dragons. Well, lizards in general but he really likes dragons."

Flash smirked, wondering how this Spike would react if he ever found out that his counterpart in Equestria was an ACTUAL dragon. He noticed a picture of Twilight wearing the uniform for Crystal Prep Academy, with Cadence wearing one of the faculty uniforms, both smiling brightly. "Are you one of the teachers at Crystal Prep?"

She nodded. "I'm the Dean of Students." She saw him looking at the picture and added "Yeah, she goes to Crystal Prep too. And a prime candidate for Valedictorian."

That would explain why no one's seen her around CHS before, since Crystal Prep was on the other side of Midtown. Plus the schools hate each other, so... yeah. "You know, Aunt May and Uncle Ben considered sending me to Crystal Prep."

"Your Aunt did say you were pretty smart. You probably would fit right in."

"Yeah. But then we saw the tuition fees."

Cadance winced, replying with an awkward "Yeah. I've tried to get Principal Cinch to consider lowering them, but..."

She didn't need to finish. Flash Sentry had overheard enough horror stories about Abacus Cinch from Principal Celestia and Vice-Principal Luna. Enough to know that she wasn't a friendly person, and that she pretty much ran her school with an iron fist and a heart so cold that it made a tub of liquid nitrogen look like bath water.

It made him glad at times that he did go to CHS.

Deciding to change the subject, Cadance asked "Could you do me a favor?"

"Um, sure?"

"Could you tell Twilight that dinner's going to be ready soon? She's working on something in her workshop and she-"

"-tends to get so absorbed in what she's doing you need a stick of dynamite to get her attention" Flash finished.

"Two sticks of dynamite, and yes."

"Been there with a friend of mine. I'll see what I can do. Where's her workshop?"

Twilight Sparkle's workshop was actually a medium sized shed in the backyard. The only way you'd know it was her workshop was a keypad next to the double-door that was linked to the electronic lock on the other side that Cadance told him about. Now, some would consider that being a tad paranoid. But Flash had a homemade electronic lock on his room that he used whenever he was working on his web shooters, so who was he to judge?

Since he didn't know the code he settled for knocking on the door loudly. He only had to wait a few minutes before the door opened and revealed Twilight Sparkle wearing a lab coat and electrician's gloves, her usual glasses in place. Her hair was still in its usual bun, but somehow it managed to look messy even with the purple ribbon tying it back. She looked at him and asked "Can I help you?"

Realizing he was staring, he shook himself out of it and awkwardly replied "Uh, hi! My name's Flash Sentry." Seeing her confused look he added "We talked on the phone earlier."

The proverbial light bulb went off and she said "Oh, you're May's nephew."

"Bingo."

They shook hands, with Twilight adding "Nice to meet you. You're Aunt's talks about you a lot."

Flash groaned. "Please tell me she didn't show you any baby pictures."

Giggling, she answered "Well..."

Fortunately he was saved from the embarrassment by a loud beeping from within the workshop, which Twilight immediately rushed to. Seeing the door was still open, Flash figured he may as well go in.

And he had to say, it looked more like a laboratory than a workshop.

The back wall had several diagrams and blueprints taped up of various machines; some of which were recognizable like different versions of prosthetic limbs and what looked like a video surveillance drone that could fit in the palm of your hand. But a few were a bit more obscure, though he figured Twilight knew what they were.

The wall to his right had several tools and pieces of equipment ranging from welding goggles to various hammers and wire cutters, as well as a soldering iron. Everything was organized so neatly and carefully that it bordered on O.C.D. Wonder if that's a trait ALL Twilight Sparkles share?

The wall to his left had a large whiteboard that almost reached the ceiling, with a ladder leaning off to the side. The board was covered in various equations, many of which even he couldn't figure out.

In the center of the room were several tables filled with various machine parts and what appeared to be a few prototypes of the machines from the diagrams, many of which had wires sticking out or missing pieces. One table had a purple and silver laptop with a six point purple star on the outside, which Twilight Sparkle was rapidly typing away at. Without even looking up she said "Please don't touch anything."

Nodding, Flash found himself asking "Where did you get all this stuff?"

"Weekly dumpster-diving, scrapyard-diving, lots of allowance-saving, and a bit of Cadance's paycheck that I plan to pay her back for in the future," she replied. "No... that's not gonna work."

Looking at her laptop, he noticed that a cord was attached to a small metal disk with a few lights on it. "What're you working on?"

"Just a personal project of mine." She pressed a few more keys on her laptop and the disk began to light up, only for the lights to suddenly dim and shut off. "Ugh! Why won't it work?"

Curious, Flash got a closer look at the machine. He turned it over and immediately noticed she hadn't yet put the covering on the back, exposing an Oscorp Power Cell that could fit in the palm of his hand. Not as good as an Arc Reactor, but it'll get the job done. Curiosity getting the better of him he flipped the device over, picked up a screwdriver and began unscrewing the top off.

Seeing him do this, Twilight quickly admonished "I thought I said not to touch anything?"

Taking the top of the device off, Flash immediately identified the problem. "Your voltage is cranked up way too high."

"What?"

"It's releasing too much power and overloading your components. It's a miracle the thing didn't just explode."

Twilight quickly pulled something up on her computer and was genuinely surprised to see he was right. "Huh. I thought I had it lower than that." Looking back up at Flash she began "Do you think you could..."

But to her surprise Flash had already begun replacing some of the damaged components for new ones, as well as making sure they were the right ones for the job. After a few minutes he put the whole machine back together, including the casing for the underside, and said "Go ahead and try it now."

Nodding, she activated the disk again. The lights began to glow again, but unlike last time they stayed lit up. Looking over the screen she couldn't help but smile. "It's working perfectly." She then looked up at Flash and said "Thank you so much!"

"It was nothing," he replied, a bit sheepish. "So, what's this thing supposed to do?"

Grinning, Twilight unplugged the cord and typed in a few commands. "See for yourself."

To Flash's surprise the disk began spinning and eventually lift off of the table, before shining a purple light around the room. "It's a... drone?" he guessed.

She nodded. "My Multipurpose Aerial Scanner Drone, or M.A.S.D. (I need a better name for it.) This drone will be able to scan everything in a five foot radius and detect anything from homemade bombs to a five-year-old with a high fever."

Whistling, Flash replied "That's some impressive scanning tech."

Checking her laptop, she frowned. "Yeah. But I think it's got a ways to go."

"What makes you say that" he asked.

"Well in the last few seconds it's been running its scanner, it's scanned you-"

That can't be good.

"-and you've apparently got some sort of anomaly in your genetic structure."

DEFINITELY not good.

She looked up at him and added "But you seem completely normal. SO, either there's a glitch in my software or..."

She let the sentence hanging, obviously expecting an answer, and Flash weighed his options.

On the one hand, he could lie to her and say there was nothing wrong with him.

The problem was he was a terrible liar (especially around cute girls) and she'd more than likely go to ask Aunt May and the whole thing would just snowball from there like one of those bad romantic comedies Rarity like to watch.

On the other hand he could tell her the truth and convince her to keep it a secret. This option might put her at risk, but she seemed trustworthy and he seriously doubted she'd tell anyone. After all, he did save her life earlier today.

That option looked to be the best one he could find.

So with a sigh, he said "You have to promise not to tell anyone."

A bit surprised, she asked "Even your Aunt?"

"Especially not her! She's worries about me enough as it is, I don't need to add more to that."

"Well, okay. I promise I won't tell anyone."

"Alright. Now close your eyes."

"Huh?"

He smirked. "Just trust me."

Rolling her eyes, Twilight closed them and said "This better be something Amazing, or I just might change my mind about not telling anyone."

"Nope. A promise is a promise" she heard him remark.

"Sure it is."

After a few seconds, she heard him say "Okay, you can open your eyes now."

She did so, and her mouth fell to the floor at the sight before her.

Flash Sentry was now hanging upside down from the ceiling, suspended by a line of very familiar webbing. The sleeves of his jacket were pulled back to reveal his Web Shooters and the lower half of his suit's sleeves. Grinning, he asked "THIS amazing enough for you?"

She fumbled with her words for a few seconds, before eventually finding her voice. "Y-you're Spider-man? THE Spider-man?"

"Unless there's another web-slinging, wall-crawling superhero in New York City that I don't know about."

"Y-you saved my life. You saved everyone at the Research Center."

"It's all part of the job. Though I will admit I wasn't expecting to fight someone like Shocker." He then looked concerned and asked "You're not going to faint on me, are you?"

Taking deep breathes like Cadence showed her, she shook her head. "N-no no. I just... need to process this for a second."

Releasing the web-line and landing on his feet, Flash said "Take your time. I figured this would probably be a bit of a shock."

After a few seconds, she finally regained her composure and asked "So, the anomaly in your genetic structure. Those are your spider-powers?"

Flash shrugged. "I guess so."

"Are you a mutant?"

Shaking his head, he replied "No. My powers are genetic, but I wasn't born with them."

"Then how'd you get them."

"During a field trip last year, I got bit by one of Oscorps Cross-Species spiders that got loose from its cage."

Twilight nodded at that. "I heard that one of the spiders escaped from containment."

"Yeah, and it bit me. I went to bed that night with a high fever and a little nausea. When I woke up the next morning, I was sticking to the ceiling and walls. I could sense things around me, especially if they were going to hurt me. And I was strong enough to bend a metal pipe like it was Play-doh. As for my webs..."

Flash was very surprised at how easy it was to tell her this stuff. Honestly, the only person who knew his identity (aside from Tony and the other Avengers who weren't wanted criminals) was Thorax. He'd gone to a lot of lengths to keep his identity secret from his friends and his Aunt.

But sitting her, telling all this to Twilight, felt strangely relieving. Almost as if a massive weight had been taken off of his shoulders.

Twilight listened diligently, only asking the occasional question on the limits of his powers or how his Web Shooters and Web-Fluid worked.

But finally she asked the question he had been expecting, and maybe a little bit dreading. "Why did you decide to become Spider-man?"

With a sigh, he looked at her and replied "Because I messed up. Badly. And I ended up losing someone very close to me."

Looking slightly ashamed, Twilight said "You don't have to tell me if you don't want to."

Flash sighed. "Well, I do want to.

'Back when I first got my powers..."

"What is taking them so long" Cadance mused aloud as she poured the last of the noodles into the strainer.

As she stirred the spaghetti sauce, May smiled. "Knowing my nephew, he's probably being distracted by all of Twilight's gadgets and gizmos. I did warn you he loved that kind of stuff."

A sly grin appearing on her face, Cadance asked "So, they're both incredibly smart, both like science, and they're both kind off socially awkward."

"I think Flash is a little better at that, but yes." Realizing where she was going with this, May smirked. "I think they would make a cute couple. Assuming your husband doesn't scare him off."

Cadance giggled. "Knowing Shining, he would." Looking at the clock, she said "I'll give them another five minutes before I fetch them for dinner."

Because it's been a long time since Twiley's had a friend, she mused in her head.

Author's Note

Yes folks, shock of all shocks. This version of Spike in Equestria Girls... IS HUMAN!!!!

Why?
Because quite frankly I thought that making him a puppy was stupid. He is not a pet in the show, he stands alongside the other ponies as an equal. So why they decided to make him a dog is beyond me.

As for the rest of the chapter, frankly this took the longest time to write. I was back-and-forth on whether or not I wanted to stretch out Flash telling Twilight he was Spider-man, but then I realized that doing this early would probably be more beneficial in the long run. Plus the stretching out thing has been done to death.

Don't worry, next chapter we'll get to see Flash meet Shining Armor (again) and see them interact with each other. Possibly see some Spider-man action too, but I make no promises.

Equestrian Defender, out.

Chapter 4: The Formation of Team Spider

Author's Note

Okay, so I was looking back through my story and I realized that I wasn't really clear on which version of the Spider-man suit Flash was currently using. And with the cover art I'm using... Yeaaaahhh. :twilightoops: OOPS.
To avoid confusion Flash is currently using the suit from Civil War and Spider-man Homecoming, which the video game appropriately calls "The Stark Suit." He will eventually get the Advanced Suit (the one in the cover art), but not until later. MUCH later.

And I am so sorry it took so long to write this. The reason this time aside from a hectic schedule, is that I was working on my other story, Remnant's Harmony. An MLP/RWBY fanfic, link below:
https://www.fimfiction.net/story/425292/remnants-harmony-volume-1
Feel free to read it if you want. I could use the views.

Chapter 4: The Formation of Team Spider

It was about half an hour later and everybody was sitting at the table enjoying dinner. Shining Armor had arrived a few minutes earlier, getting a hug and a kiss from his wife and a combined tackle-hug from Twilight and Spike.

But then Twilight had called Shining something, which led to the conversation they were now having at the table.

"BBBFF," Flash asked in disbelief.

Twilight shrugged. "It means Big Brother Best Friend Forever."

Chuckling, Flash asked "So, is Spike your LBBFF? Your Little Brother Best Friend Forever?"

"Please don't give her any ideas," Spike groaned while his hand was covering his face, earning a laugh from Twilight, Flash, and even Shining Armor.

"That's enough you three" May said.

Cadance nodded, but also added "Leave the teasing for the adults."

"Last I checked I am an adult" Shining responded.

"Physically, yes," Cadance replied. "Jury's still out on whether or not you're an adult mentally, honey."

"Just because I play Ogres and Oubliettes with Spike does not mean I'm a child. That's like saying you're still a child because you still like watching those Disney Princess movies."

"Leave my Princesses out of this!"

"Then leave my RPGs out of it!"

As they continued their banter, Flash looked at Twilight and Spike and asked "Are they always like this?"

Twilight sighed and nodded while Spike, with a straight face no less, replied "Only on Wednesdays."

May chuckled and asked "So, what do they do on Fridays?"

He cringed and whispered "The less you know the better."

"Jeez," Shining said rolling his eyes "we weren't THAT bad."

"The lifetime ban you two have from the Laser Tag arcade begs to differ."

Wisely deciding to change the subject, Twilight asked Flash "So, your Aunt says you got an internship at Stark Industries?"

Flash nodded. "Yeah. It's not really anything spectacular. Mostly I just help Miss Potts out. You know; grab her coffee, grab reports from certain offices, that kinda stuff. But in the last month I actually got to help out in the labs. Unfortunately since I'm underage and not a full employee, I don't get to help with the 'Impressive' stuff."

That was mostly a lie, which Twilight knew from what Flash during their talk in her workshop. As it was he just used it as an excuse for when he had to be Spider-man. Not that he'd ever tell his Aunt May that, otherwise he'd probably have to hang up the tights for good.

"I'm guessing by 'Impressive' you mean Avengers stuff" Spike asked.

"Yeah. Which sucks because I really wanted to see some of the Iron Man Armors."

Twilight giggled. "Thinking of taking one of them for a test drive?"

Flash thought about it for a second, and then grinned. But before he could answer his aunt said "No, Flash."

"Just a lap around Manhattan?"

"NO."

"Relax, I'm kidding." Mostly.

"Personally I'd rather be Spider-man than Iron Man," Spike said.

Twilight smiled. "He is pretty cool. And brave considering he fought all those armed men by himself."

"Thirty thugs armed with military grade weapons," Shining stated "and a man with gauntlets that launched shockwaves that could smash through the building. Whoever the guy is, he's got serious guts."

"You know, I heard earlier today he stopped a bunch of thugs stealing an armored truck from smashing into a school bus,
Spike said.

"You heard right. I was the officer who arrested those lamebrains."

Flash was about to say something when his phone went off. Seeing a request for a video chat with the name Stark, he said "It's Mister Stark." Looking at Aunt May he asked "You mind if I-" He motioned to the living room.

"Go ahead. But be sure you tell him that he's interrupting dinner."

Rolling his eyes he replied "Sure."

Once he was in the living room, and he was sure no one was eavesdropping, he answered his phone. Tony Stark's face appeared on the screen. "Hey kid. I just heard about what happened at the Oscorp Center."

Flash sighed. "Guess Happy's not such a jerk after all."

"I'm not gonna comment on that. What exactly happened?"

Flash went over all the details from that day, finally finishing with what happened in Twilight's Workshop. "So that's pretty much it."

Tony for the most part listened without saying anything. He did seem kinda shocked about him revealing his identity to Twilight, but when he heard his reasoning behind it he couldn't really fault his logic. "You did pretty good today kid. Though I wasn't expecting you to fight a guy like Shocker. Speaking of which, really?"

"Hey, Thorax was the one who came up with the name, not me."

"Well that aside, do you have any idea where they might be?"

"The tracker on the container went offline around the Financial District. But for all I know they could be anywhere in the city by now." Flash then asked "I don't suppose you have a way to track them?"

Tony sighed. "Normally we would, but ever since the whole Sokovia Accords and Captain America going rogue the U.N. has been constantly on my ass. As it is the only reason you haven't been forced to sign the Accords is because you're a minor and because no one outside of me, Happy, and the other Avengers who aren't wanted by the U.N. know who you are."

"Thank you for that, by the way. So I guess you can't just use one of your satellites to track the cores?"

"Kid if they found out I was secretly helping an, and I'm quoting them here, Undocumented Superpowered Individual, my goose would be cooked and you'd be looking at one of two options."

"Sign the Accords or hang up my tights?"

"Yep."

Flash sighed. "Okay then. Is there any way you can help me? Because I'm gonna need more than Thorax's hacking skills and a gadget that I made from some working parts out of a junkyard to find these cores."

"What about your girlfriend's drone?"

Flash tried and failed to keep the blush off of his face. "One, she's not my girlfriend. And two, her drone only has a scanning radius of ten feet and there's a lot of New York to cover." He sighed and said "Look Tony, I know you want me to stay a 'Friendly Neighborhood Spiderman.' But the truth is the neighborhood's changing. The bad guys are getting more and more dangerous, and if more guys like Shocker keep showing up then I'm gonna need to step up my game. I'm not asking you to hold my hand, I'm just asking for a little help."

Tony thought about it for a few seconds before he asked "What do you think you're gonna need?"

"For starters, a location where we won't have to worry about random passerby walking into. The testing ground Thorax and I have is okay for me and him to test some new gadgets, but pretty much anyone can just walk in there. For some of the things we might be doing, we'll need somewhere with some actual security.

"I can do that."

"We'll also need some new computers. Thorax's current setup is okay for a MacGyver-style homemade system, but we could use something with a bit more processing power. And a lot less duct tape."

Tony chuckled at that. "I have a few ideas that can work."

"Also, I plan on asking Twilight to join this little team-"

"You sure that's a good idea?"

"Thorax is good with computers, but Twilight can help me on the scientific field. I mean come on, she managed to make a scanning drone with a bunch of junk she found in a bunch of junkyards. Just imagine the kinda gadgets she can come up with that I can use as Spider-man. With that in mind, I think she can do a lot better with some, quality parts. Just small stuff, no Arc Reactors or stuff like that."

Tony ran the stuff through his head, thinking about what he'd have to do to make it work, before saying "Give me a few days and I should have something for you."

"Awesome. I can't wait."

"Oh, and tell your Aunt I'm sorry for calling in the middle of dinner."

"I'll be sure to let her know. How's Rhodes doing with the leg braces?"

"Pretty good. He says thanks for fixing that slight balancing issue."

"Hey, he's an Avenger and one of our troops. How could I say no?"

Tony had to smile at that. "Alright. Just be careful out there kid."

"I try to be" Flash replied before ending the call and heading back to the kitchen.

"So, what was that about" Twilight asked.

Smiling, Flash replied "Just getting some new equipment in a few days that I cannot wait to try out."

Later that night while he was in bed, Flash pulled out his phone and texted Twilight You still awake?

A few seconds later he got a reply. Yeah. Kinda hard to sleep after today.

Which part? The attack on the research center, or when you found out I was Spider-man?

😏Pick one.

Flash chuckled. Well I was wondering, would you be interested in helping out Spider-man?

There was a few minutes of waiting before one question appeared. How can I help?

I have a guy who's good with computers, but I could use some help in the scientific department. You managed to make that drone with some scraps, what do you think you could do with some quality parts from Stark Industries?

I may have a few ideas. And aside from two days a week for my Oscorp Internship, I don't really have much to do after school.

So you're in?

I'm with you to the end of the line. And Codex too.

Flash smiled. Awesome. Tony said it'll take a few days, so try and work on some of those ideas. And maybe a way for us to track those energy cores without having to swing or walk around town with your drone.

I'll see what I can do.

Yawning, Flash typed Well I got school tomorrow, so I'm gonna get some sleep.

After that bout with Shocker, you probably need it. Good night.

Good night.

Three days later Flash Sentry and Thorax stood outside of a small warehouse on near the Brooklyn Bridge. "You sure he sent you the right address" Thorax asked, adjusting his heavily shaded goggles.

Thorax and his older brother Pharnyx both had a condition with their eyes that made them very sensitive to ultraviolet light. So badly that they needed to wear those goggles or else they might burn out their eyes (figuratively and literally.)

Flash nodded, showing Thorax the text from Tony Stark. "Now we just need to wait for Twilight."

"You don't have to wait too long."

They both turned to see Twilight walking towards them, carrying her backpack and a duffel bag. "Hey Flash" she said with a smile before looking at Thorax. "And I'm guessing you must be Codex."

Thorax nodded. "Actually my name's Thorax."

"Well it's nice to meet you Thorax." She then skeptically looked at the warehouse. "This is what Tony Stark set up for you?"

Flash smirked. "Nope. According to the text, this is just the dust cover."

They followed him into the warehouse, Flash looking over his phone as he walked. "Okay, far right corner, fifth brick from the left."

Finding the corresponding brick, he pushed against it and it slid into the wall, a palm scanner taking its place.

"Okay," Thorax admitted "that was pretty cool."

"It's for all of us. This way we'll be the only three who can get in here" Flash stated.

Once they scanned their hands part of the wall slid away to reveal a shiny metal elevator, which they promptly entered. As the wall closed up, Twilight said "There's no buttons on the wall."

"Because there's only one stop" Flash replied.

A few seconds later the door opened again, and the three of them walked into the room.

The room was large and spacious, with several work tables to the one side with various tools. In the center of the room was a serious of computers and two moving chairs, all of which looked like they were top of the line straight from Stark Industries. One wall contained a display case, complete with a spare Spider-man suit, since Flash was currently wearing his underneath his clothes.

Flash smiled. "So guys, what do you think?"

Twilight looked over all the tools and replied "The tools look good. But how exactly am I going to get the parts?"

"Tony said he set it up on one of the computers. Just type in what you need, within reason, and he'll have it shipped here. But he also wanted me to tell you that there's a list of things you can't ask for, so please don't."

"Got it."

Thorax sat down and started going to work on the computers. After a few minutes he whistled. "Tony Stark just became one of my favorite people on the planet. These computers are going to make my job so much easier."

"And hopefully make ALL our jobs easier" Flash added. "So you guys ready to get started."

"Of course" Twilight replied with a smile.

"These punks won't know what hit them" Thorax said.

"Then let's get to work, Team Spider."

Chapter 5: Breaking The Bank

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Flashback 2: Waking up with Super-Powers

Journal Entry #2

The next day, I woke up feeling much better than I had the night before. I didn't feel queasy, my head felt fine, and I pretty much felt like a million bucks.

But something still felt, off.

I opened my eyes, and I immediately noticed that for some reason my bed, my desk, and my nightstand were all on the ceiling. "What the hell?"

And that's when the startling realization came to me.

I was the one on the ceiling.

I'm not kidding! For some reason I was stuck on the ceiling by my hands and feet, like they somehow got covered in superglue!

I started panicking, and suddenly I found myself falling, thankfully onto my bed...

...which I promptly bounced off of into the air, and was about to fall headfirst onto the floor. And I seriously doubt it would be a soft landing.

However, while I was airborne I somehow managed to flip in midair, and by the time I reached the ground I had pulled off the traditional superhero landing. You all know the one; bent knees and one fist on the ground like they're punching it. (Though speaking from experience, despite how cool it looks it's actually really hard on your knees. Fortunately having superpowers lessens the pain to an extent.)

But as you can probably imagine, hurt knees were the last thing on my mind at the moment.

I just did a mid-air flip like an acrobat, something I'd never been able to do before, and I was sticking to the ceiling like a spider.

A spider.

Almost instantly I remember the spider that bit me yesterday, the one that was part of Oscorp's Cross-Species Genetics program. I looked at the hand the spider bit, and sure enough the bite marks were still there. "Did that spider, give me super-powers" I asked myself in disbelief.

Deep down I knew for a fact it couldn't just be a coincidence, but part of me was still in disbelief at what was happening. I mean no offense, but when I went to bed last night I was a normal teenage boy.

I mean, granted I used to date a girl who was really a pony from another dimension, and now she and her five friends are able to use magic from that world to become magical girls. But your's truly, Flash Sentry, was still a normal teenage boy. So my point still stands.

It was then that I noticed my reflection in the large mirror I had on the wall.

And boy oh boy, was it a shocker.

Now, I was in no way, shape or form out of shape. My gym grades can attest to that. But whatever superpowers the spider-bite had given me had apparently decided to give me some muscle. I wasn't a bodybuilder or anything, but there was no denying that I now looked like either I spent a few hours at the gym lifting weights for the past few months (which I wasn't) or I was taking steroids (which I also wasn't and I never will. Don't do drugs kids.)

There was a knock on my door and I heard Uncle Ben ask "You alright in there, kiddo?"

Managing to control myself I replied "Yeah. I just tripped and fell when I got out of bed. Oh, and good morning."

I heard a chuckle as the door opened, revealing my Uncle Ben's brown eyes, gray hair, and his usual goofy smile. "Well it has been a while since you last cleaned your room."

I'm a teenage boy, what do you expect?

"Anyway, Thorax called and asked if you were free today. Said something about a project you guys were working on?"

Oh yeah. I forgot it was Saturday.

As for the project Thorax and I were working on? That's a story for another time. Trust me on that one. :)

Once Uncle Ben left, I grabbed my phone and texted Thorax. Dude, I need to show you something. How soon can you meet me at our hideout?

The answer came back after a few seconds. About thirty minutes. What do you need to show me?

I smirked as I replied Trust me, it's something amazing.

After going through my morning routine (shower, brushing my teeth, other normal people stuff) I set off towards the hideout; an old warehouse near the waterfront that nobody had used in years. Thorax and I sometimes come here to just hang out or when we need someplace quiet to think (which is a rarity in the city of New York.)

Once we met up I told him what happened. Naturally he was skeptical at first, but a demonstration of me crawling up the wall and then sticking to the ceiling convinced him.

Of course he fainted and I had to wake him up and convince him that what he saw was not a dream, and that I did indeed have superpowers.

"You're one lucky guy, Flash. You get bit by a spider and get superpowers. I get bit by a spider and I just get a lot of pain."

"Personally I'm just thankful I didn't grow four extra arms. That would be weird."

"So aside from sticking to walls, got any other superpowers?"

I smiled. "That's what I'm hoping to figure out. Got any ideas?"

We spent the rest of the day running tests to see what all the spider bite gave me.

For starters I had super strength, which we tested by going to a junkyard and having me move various objects of size and weight. The heaviest was an old Volkswagen Beetle, which I could move but I really had to push myself to do so. We figured that as time went on and with consistent practice I'd get stronger, and considering nowadays I can stop armored bank trucks and the occasional semi, I'd say we were right.

Another thing I had was that thing the tour guide said about, the Spider-Sense. We found out I had it when Thorax chucked a tennis ball at me when my back was turned, and somehow I could sense where it was coming from and dodged out of the way before it hit me. We did this a few more times to make sure it wasn't just a fluke, even going so far as to blindfold me.

The Spider-Sense test also led into my reflexes and agility test. My reflexes were now so fast that I could grab a fly between my fingertips, and so agile that with the aid of my Spider-Sense I could pretty much dance around anything Thorax threw at me. Yeah after the tennis balls we moved up to baseballs and then basketballs. ("This wouldn't happen to be because I drew on your face, would it?")

At the end of the day we were packing up to head home when Thorax asked "So, how come you don't have webs? Don't all spiders make webs?"

I thought about it for a second before I replied "I don't know. But it's nothing a quick look on my computer won't answer."

"Okay. One other question, what are you planning on doing with these powers of yours?"

That one was a bit trickier to answer. Nothing came to mind at the moment, so I simply replied "I guess we'll figure that out later."

Author's Note

Sorry if this one's a little short, but I just couldn't really figure out anything else to put in for the moment. Next Flashback we'll see Flash make and test the web shooters. Get ready to hear about him webbing himself in the face.

But next chapter I promise we'll see our hero take on his next supervillain, the villainous Vulture!

Till next time.

Chapter 7: The Villainous Vulture Part 2: Freight Train Throwdown

Spider-Man had followed "Jack" for roughly thirty minutes. Aside from a stop at a cafe for a coffee he hadn't really done anything interesting.

But then he started darting around back alleys, eventually walking into an old rundown building that apparently used to be a garage, if the worn out sign that read "Oscar's Auto Repair" was any indication. And honestly, saying the building was "rundown" was an understatement. Most of the windows had been broken years ago and been replaced with hastily put up wooden boards, parts of the roof were missing, and judging by the large amounts of garbage lying around the place would more than likely be a squatting place for homeless people. It was honestly a place very few people would willingly want to go in to.

All in all, a perfect place to set up an evil lair. Or at the very least, a meeting place for evil people. "Guys?"

"According to this, the place has been abandoned for decades since the original owner died," Thorax replied over the comm. "Nobody owns it, but according to the blueprints there's a large basement underneath. And assuming this Mason guy is as good with machines as his records say, he's probably found a way to power their equipment and such without attracting the power companies."

After scanning and making sure there weren't any nasty surprises (Motion Sensors, Trip Mines, Automated Turret Guns, Security Guns, the usual) he zipped onto the roof and crept towards the hole, being careful to avoid any of the very weak spots on the roof that looked like they'd crumble from the slightest touch.

By the time he got to it, he saw Jack nervously pacing back and forth muttering to himself. A few seconds later a part of the wall slid away to reveal an elevator, which Jack walked into before it closed. "I'm not sure whether to say these guys are copying us or beat us to it," he muttered.

"Considering how many movies have done the hidden elevator in the walls trick, I don't think it matters," Twilight replied.

"Good point. Thorax?"

"There's a camera hidden by the door so they'll see you the moment you drop down. But according to the scanners in your lenses, there's an air vent that leads right down into the basement on the outside wall. And thankfully, it's got no sensors or detectors. Gotta warn you though, it's a bit of a tight squeeze."

"What else is new," he said as he pulled the vent cover off and slid in.

A few minutes or crawling later he could hear voices through the grates on the sides of the vent, one of which was clearly Jack.

And he was clearly panicking.

Thankful that the Advanced Recon Mode came with X-Ray, Spider-Man activated it and listened in.

"Look, Spider-Man just took us down like we were nothing and the toys your boss gave us didn't do shit!"

Mason sighed. "I figured as much. The only good thing to come out of this is that you managed to get the safe open and the boss was still able to retrieve the device."

"Good for you. In the meantime, four of my cohorts are webbed up and more than likely going to prison, and MY boss is going to have some serious words for yours!"

"Well when we're finished we'll be long gone.."

"What do you mean by that?"

"That job we hired you and your guys to pull was the last one. My boss is currently going into the final phase of the plan."

"What plan?"

"That is none of your concern." Reaching into his coat pocket he pulled out a hefty manila envelope. "The rest of the payment. Plus a little compensation for the guys you lost. Tell Mister Lincoln that we're truly sorry for what happened to his guys."

Gingerly taking the envelope, Jack replied "Let's hope it's enough. If it ain't... well, he didn't get that nickname by being a nice guy."

As Jack walked off Mason turned around and walked back down where he came out of.

Completely unaware of an itsy-bitsy spider that was following him...

"So I guess you'll go after Jack later," Thorax asked.

"He's still tagged. I'll consider him a loose end until I get Mason and Vulture," Spider-Man replied.

Looking at the computer, Thorax said "Well I got something for you. My program just pulled up what the Research Center had on Project Icarus."

"Well let's hear it."

Looking to Twilight, Thorax said "Hey, you're the scientist."

Rolling her eyes Twilight explained "Project Icarus is a military project, designed to take jetpacks like the Exo-7 Falcon and making them bigger, stronger, and a lot more durable. This way they'd be able to get specialized combat soldiers into areas under heavy fire and provide support. The wings themselves are coated in nano-ceramic fibers that can block bullets and cut through weaker metals, and the hydraulic talons coupled with the very powerful antigravity units in the wings could allow this pilot to pick up vehicles ranging from cars to decent sized trucks. Actually pretty handy for rescue and target extraction."

"That explains why Vulture's wings looks like Falcon's on steroids."

"It's more than that. According to this there were plans to build versions of these that could actually break Earth's gravitational pull and go to nearby space stations and satellites, with onboard life support and a long lasting power source. If they managed to build these and land a contract with the military, Oscorp would be set to make millions and the scientists working on this would be remembered for decades to come. Maybe centuries."

"So what happened?"

"Last year the head scientist on this project was discovered sending emails to suspicious individuals. The exact contents of the emails are blacked out, but from what Thorax gathered the scientist promised blueprints and parts for these suits in exchange for large amounts of money. Norman Osborn himself fired the scientist."

There was silence for a moment, before Spider-Man asked "I take it Osborn confiscated the research?"

"Yeah. A clause in the contract stated that any research, blueprints, and prototypes are property of the company. Should the scientist's employment be terminated they would have no rights to any of it." Twilight then turned to Thorax and their eyes widened. "'Take back what was theirs.' You don't think...?"

"I'd say it's highly likely that our birdman is that scientist," Spider-Man replied. "Who's the scientist?"

Thorax pulled up a full body picture, sending it to Spider-Man. "His name is Adrien Toomes. Take a look at the picture."

"Tall and lanky. Thin fingers. Beaky nose. Balding head and gray eyes. Just like Jack described him."

"Flash, all of those letters said that Osborn was going to pay in some capacity. That he'd lose everything he ever worked for," Thorax said. "And Mason just said they're moving onto the final phase of their plan."

"I know, Thorax. But Oscorp's got multiple buildings and complexes all over Manhattan. There's too many places and not enough time for me to swing to each of them. I'm gonna put the webs on Mason and see if I can get him to talk. Thorax, check the security cameras at every building that's got anything to do with Oscorp. The moment you do, let me know."

"Got it. What about Osborn himself?"

"Good point. Where is he?"

A few keystrokes later, Thorax said "His penthouse. And judging by the amount of Oscorp Security Personnel in the building, I'd say these last few tech thefts got him spooked."

"He's not gonna go there," Twilight said. "Mason said that they were planning on leaving after they completed the plan. If he were to try and take out Norman Osborn, the police would lock down the city. Helicopters, barricades, the whole nine yards. An assassination attempt would draw way too much attention if he plans on going into hiding."

"Okay, that's out. Anywhere in particular you think he'd go? Anywhere that destroying or messing up would really hurt Osborn?"

"Too many to list. But if Mason can give us a clue we'll be able to narrow the search."

"Give me five minutes. "

Mason didn't know what was happening. One moment he was about to prep the C4 charges to blow the building to smithereens so they could cover their tracks (hopefully the cops would think it was just a gas main explosion or something.) The next he was hanging upside down from the vent by his feet, a line of white webbing attached to his leg.

Wait, webbing?

And then the familiar red and blue superhero dropped down, hanging on his own web line. "Phineas Mason, I presume?"

Mason sighed. "The Amazing Spider-Man. Why am I not surprised?"

"What can I say? I hate to disappoint."

"Let me guess; you slipped a tracker on the guy who came in here."

"Wow. You really are as smart as your file says you are."

Readjusting his glasses he replied "I try. So I take it there's no deal we can make?"

"I don't negotiate with terrorists. Or with those who do. But I am willing to be gentle when I drag your sorry ass to the police, IF you tell me where Adrien Toomes is and what he's planning. And before you try to lie to me, this suit has sensors and scanners that can tell when someone's lying. So don't waste my time, unless you want to go skydiving off the Empire State Building."

Mason sighed. "Adrien took the last of the energy cores and strapped them to a large Chitauri bomb one of their flying centipede things was carrying during the invasion. He's planning on using it to blow Oscorp HQ sky high."

Spider-Man's eyes widened (not that Mason saw this through the lenses.) "He's gonna kill everyone inside just to get back at Osborn."

"And destroy the millions, probably billions, of dollars that Osborn put into building that thing."

"I could care less about that. Or do you not care about the hundreds if not thousands of people that are going to be murdered by your birdsuit wearing buddy!?"

Mason let out a small chuckle at that. "Kid, I was in S.H.I.E.L.D. building weapons. I've seen them used firsthand. Innocent people like that are considered either acceptable loses, or collateral damage."

"You're making it really hard for me not to punch you, you know that right? Now how is he going to get it past security?"

"Oscorp HQ has a high-speed train that takes hazardous materials to the disposal site over in Greenwich. It's right underneath the tower, close to the structural supports. Disable the brakes, and when it rams into the stop at its top speed the bomb detonates with the energy cores adding some extra punch. And the train just so happened to make a run to the disposal station tonight."

"If that bomb goes off-"

"-the structural supports get damaged and the whole building goes crumbling down." Mason looked at his watch. "If my calculations are correct, I'd say the train'll get there and detonate by about eight o'clock tonight."

Seeing it was already seven-fifteen, Spider-Man webbed up Mason. "I'll deal with Adrien by then. And stop the train. But first, you have an appointment with the police."

"Oh joy."

Shining Armor knew that when he was told he had a package outside the precinct, it probably had something to do with Spider-Man. It wasn't the first time he did that, and probably wouldn't be the last.

So he wasn't that surprised when he saw a man webbed up and laid against the flagpole in front of the precinct, with a small note that said "Courtesy, you're friendly neighborhood Spider-Man."

He was surprised when he saw the burner phone he was holding. "So, who are you," he asked.

"Phineas Mason. I'm the one who's been building the weapons with technology we stole from Oscorp and the Avengers."

"You're the Tinkerer," Shining asked in disbelief.

"I never liked that nickname. But yes."

Taking the burner phone, Shining saw there were only one contact, which he dialed."I take it you got the package,"the familiar voice of Spider-Man asked.

"Yeah. Bit of a surprise getting a fifty year old man to arrest though."

"Sorry. I would've handed him to you myself but I'm on a time crunch. We have a problem."

His eyes narrowed. "This wouldn't have anything to do with the reports of you fighting a metal bird man, would it?"

"Afraid so. And the guy I turned in is part of that."

"You and the Avengers make me miss the old days when the worst we had to deal with were street gangs and bank robberies." Sighing, he said "Tell me everything."

A few minutes later Shining was in his squad car driving towards Oscorp HQ, barking orders over the radio. "I want choppers in the sky and guns ready. If you see anything that looks like a flying metal man and it's not Tony Stark, blow it out of the sky. Get on the phone and get Oscorp HQ evacuated. Dispatch S.W.A.T. teams to Oscorp's Disposal Site in Greenwich and Oscorp HQ. I want those buildings covered so good that a pigeon can't get through. " Hearing the affirmatives over the radio he grabbed the burner phone again. "We're mobilizing but I don't know if we'll get there in time."

"Well, I got good news and bad news. Bad news is Vulture already got the train moving with the bomb. It's on its way towards Oscorp HQ."

Shining cursed under his breath. "What's the good news?"

"I managed to get on the train before it hit the tunnel." There was the sound of shearing metal and he added "Unfortunately, he kinda noticed."

"I've got choppers inbound, just hold him off and see if you can stop that train."

"Yes sir!"

Hanging up Shining sighed before grabbing the radio to tell the guys on their way to Greenwich the change of plans. "This is going to be a long night."

Spider-Man dove to the side of the fast moving train, narrowly missing Vulture's wings as they sliced through the roof of the train care he was on. "Adrien! You have to stop this!"

Turning around and launching several feather blades, Adrien yelled "Not until Osborn pays!"

As he dodged the blades, he yelled back "There's innocent people in that building!"

"And their blood will be on his hands!"

"Dude, I think we're WAAAAY past the bargaining stage," Thorax said through his earpiece.

Dodging another swipe Flash said "I noticed! Any luck stopping this thing?"

"Afraid not. The electronic controls are all fried, and even if I cut off the power there's no way the train will slow down enough in time for the stop."

"And I just ran the numbers," Twilight added. "At it's current speed you'll reach Oscorp HQ in roughly ten minutes, possibly less if it gains anymore speed. And Mason wasn't kidding; that bomb goes off and the building and everyone inside comes crumbling down."

Front flipping over Vulture he asked "Don't suppose you got any good news?"

"Yes and no. Shining managed to start getting the building evacuated. But considering the size of the building and the amount of people in it, it's going to be at least twenty minutes before they get everyone out and to a safe distance."

Vulture made another swipe at him, forcing him to dodge and latch onto the side of the train. "Look on the blueprints for a manual brake or something. And any chance those choppers your brother sent are going to be here soon?"

He heard a few keystrokes before she replied "Third car from the front. And the choppers are on their way but I doubt their guns can really do all that much to his suit."

"Lets hope at the least they can slow him down. Speaking of which, cut the power to the train Thorax. Even if it won't stop it in time it'll hopefully give me a few seconds."

"Consider it done."

Jumping back onto the roof he narrowly missed one of Vulture's blades. "You know, if you hadn't tried to sell your research to other people under Osborn's nose, you might not have gotten fired! Just saying!"

"Osborn was never going to give me what I was owed! Men like him don't care about guys like me, guys who work our asses off to try and make history!" He shot another feather blade, which Spider-Man dodged. "Who have to crawl our ways out of whatever hellhole we were born in, to try and make something of our lives!" He dove and tried to claw Spider-Man with the suit's talons, but the superhero ducked out of the way as his claws tore open a hole in the train. "Project Icarus was my life's work! And Osborn took it from me without batting an eyelash! Now he'll know what it's like to lose everything!"

Just as he was about to fire another feather blade, several shots rang out followed by the sound of metal striking metal. Vulture was pushed back, and the cause became clear as two police helicopters were seen hovering above them. Vulture growled, his flight harness and suit not damaged save for some scuffing on the paint job. He turned around to try and finish off the wallcrawler...

...only to see Spider-Man slip into the hole his talons had made, just as the train and the whole entered a tunnel that was too low for him to fly in. Feeling more bullets impact his armor, he cursed before moving out of their line of sight.

Inside the train, Spider-Man was cursing as he found the manual brake had been destroyed. "Birdbrain must've figured I'd stick my nose in it."

"Can you disable the bomb," Twilight asked.

"Already scanned it. Mason rigged that thing with so many booby traps that if I so much as cut a wire the whole thing'll blow here and now. Which I would be willing to do, but-"

"But?"

"This bomb is bigger and packs a lot more punch that what we were expecting. Oscorp's train heads into an enclosed concrete sub-level, which would block out the most of the explosion and focus it more on the supports. If we blow it here and now... I'd this thing has enough power to wipe out a city block and then some."

"So what do we do now?"

"Dude, you've managed to stop speeding trucks before. Can't you do the same thing with this," Thorax asked.

"I don't know if it'll work. This is a full on train with at least ten cars and a whole lot more weight than a semi." Realization dawned on him and he added "But the bomb's right on the front car. If I can cut off the rest of the train cars-"

"QUIT EXPLAINING IT TO US AND JUST DO IT," Twilight yelled.

"Yes ma'am!"

He immediately web-zipped up to the front car, grabbing the disconnect switch and pulling it. When nothing happened he smashed his foot down on the couple until it broke free. Seeing the cars fall back he said "Okay, that was the easy part."

Climbing on top of the car while keeping himself low enough not to touch the ceiling, he moved onto the front of the car, making sure he was firmly adhered to it. Mentally preparing himself for what he was about to do, he said "Well, here goes nothing."

And with that he shot out countless Web Lines at the walls of the tunnel, keeping a firm grasp on them as he kept firing more.

The moment the lines went taut he felt his arms yanked back and his back pressed into the tram, no doubt leaving a nice dent shaped like his back. The train kept moving, but Flash could feel that they were slowing down.

As it stood it was all he COULD feel at the moment, as his arms currently felt like they were on fire from his efforts. He barely registered Twilight talking in his ear. "It's working. The train's slowing down!"

"Good," he grunted through clenched teeth, doing his best to ignored the burning in his arms and chest from what he was doing. "Just...let me know when I can let go."

It felt like hours when in reality it was less then a minute, but the train finally slowed before coming to a complete stop right at the exit of the tunnel. "Okay, it's stopped," Thorax said. Seeing Flash still holding he added "Dude, you can let go now."

"Thank you," Spider-Man tiredly replied, letting go of the Web Lines and promptly flopping down on the train tracks, utterly exhausted.

"I wouldn't rest just yet. Vulture's headed your way. And seeing how you just stopped his evil revenge scheme, I don't think it's to talk things out."

Getting to his feet with most of his energy restored, he replied "Guess it's time to clip his wings."

"I just finished analyzing his flight harness from the scans your suit ran," Twilight said. "If you web up his wings it should keep him still long enough for you to pull out the energy core. But don't use your Electric Webs otherwise you might overload it and it'll explode."

Seeing Vulture flying towards him, Spider-Man said "Can do. Wish me luck!"

As Vulture charged at him with a furious yell, Spider-Man flipped over him before swinging away, yelling "Catch me if you can, birdbrain!"

None the wiser, Vulture followed him and yelled "Get back here!"

Leading him away from the train, Spider-Man occasionally looked behind him to make sure Vulture was still following him. "What's the matter, Vulture? Can't keep up?"

"You may have ruined my chance for revenge, wallcrawler. But there's plenty of other ways to make Osborn pay!"

Dodging one of his feather blades, Spider-Man fire two Impact Webs at both of Vulture's wings. Almost immediately Vulture noticed his wings unable to move and the sudden loss of steering, but he didn't seem to care. "You stupid fool. I modified these wings to deal with your webs. In mere seconds, they'll-"

Before he could finish he saw and felt Spider-Man web swing, flip, and land on his flight harness.

And it was that moment Adrien realized, he fucked up.

Spider-Man immediately ripped off the covering of the flight harness to expose several wires and, unsurprisingly, one Chitauri energy core. Grabbing a hold of it he said "Next stop, ground floor!" and ripped it out.

Almost immediately they began to sink like a stone; the Vulture's much heavier wings and armor forcing him down faster while Spider-Man stuck to his flight harness. "You idiot! We're going to die!"

"Not today, my metal-feathered friend," Spider-Man said before back-flipping off of the harness. As the ground rushed to meet them, he attached several thick web lines to Vulture's flight harness and to the nearby buildings.

The result was Vulture being suspended by his wings a few feet above the street with Spider-Man landing on the harness, the web lines surprisingly holding their combined weight. "And the judges show 10 across the board," Twilight commented.

"Meh, I give it a 9.5," Thorax stated, no doubt smirking.

Ignoring them Spider-Man looked down at Vulture struggling to disconnect himself from his wings. "Need a hand?"

Vulture looked at him, no doubt glaring, but sighed in resignation. "Sure, why not? No doubt you've given my name and face to the police, so either way I'm going to prison."

"Very true. First though, I gotta ask. A lot of the tech you guys were stealing from Oscorp has nothing to do with Project Icarus, and it didn't show up in the weapons you guys were selling. So, why were you stealing it?"

He seemed to hesitate, before he replied "We were hired to steal that stuff, in exchange for a a quarter of the total energy cores and a lot of cash."

"Wait, you mean you don't have all of the energy cores stashed somewhere?"

"I'm afraid not. I'm not sure what they're planning to do with them, but if someone's willing to pay a quarter of a million dollars for me to steal something I'm not going to ask questions."

"Yes, because a villain with morals and standards would just be ridiculous. Who are they?"

"I don't know, they didn't show their face. They kept their face and body hidden by some armor and a cloak. Couldn't tell you if they were a man or a woman. All I really know is they call themselves Bishop and that they're either loaded or they're being backed by someone who is loaded."

Just what I needed. Another mystery. "Where's the tech you stole for her?"

"Long gone. I steal, I call her, she comes and takes it, and that's the end of it. That's all I know, so if you wouldn't mind?"

Spider-Man sighed before grabbing the release and webbing Vulture's hands together and holding the web line. "Time to put this bird in his cage."

"Ha ha. Real original."

Shining Armor moved the now handcuffed Adrien Toomes to the police van. "So, attempted mass murder, wholesale destruction, breaking and entering, and multiple tech thefts? Anything I'm missing?"

"No."

"Good." Pushing him into the van he told the two officers inside "Read him his rights."

As the van pulled out he turned to see Spider-Man perched on a lamp post. "Good job tonight. No one got hurt, and Damage Control should be done disabling and packing that bomb up within the hour. Also, sent some guys to the address you gave us, found everything we need to put the both of them behind bars."

Letting himself hang upside down he replied "That's always good to hear. But I don't think it's over just yet."

"I don't like the sound of that."

Retelling what Vulture told to the Lieutenant, he finished "Not sure what the endgame is, but Vulture said that one of the payments was at least a quarter million. In cash."

His eyes widened at that. "Sheesh, never knew tech theft could be so lucrative."

"You'd be amazed." Seeing the time on his mask lens he said "Well, love to stick around and chat but I've got places to be."

As he swung off the burner phone Shining had in his pocket buzzed.

It was a text message that read:

You ever need help just give me a call. And tell your IT department this phone is encrypted and any trace will be sent to one of several dummy servers around the world. You'll never find me.

-Your friendly neighborhood Spider-Man

Shining chuckled before pocketing the phone. Better not let Hard Case find out I have this. Otherwise my career goes flush.

Inside a room hidden from the rest of the world, Bishop growled at the computer screen as it displayed the news footage of Toomes and Mason getting arrested. They then sighed and said "No matter. I got all of the components I need." Looking at the blueprints in front of them they added "Soon enough, the plan will be complete." Looking at the silver disc shaped component in their hand they said "This prototype tachyon device was the final piece. Now I just need to wait until-"

At that moment a buzzing came from a phone on the desk, displaying the caller as Dean Cadence. The figure groaned "She has the worst timing."

Pressing a finger to their neck, the mask and helmet broke apart into metal plates and receded into the neck of the armor, revealing a woman in her mid thirties. Her hair was varying shades of purple and her eyes were a light lavender. Her face was turned into a scowl as she pushed a button on the telephone. "Abacus Cinch. What do you want Cadence?"

"Principal Celestia wants to reschedule the meeting to discuss the upcoming Friendship Games to next Wednesday. Is that alright?"

"Yes, that works. But couldn't you have waited to tell me this tomorrow morning?"

"Oh, about that. I have a doctor's appointment, so I won't be in tomorrow. Sorry to drop this on you it's just-"

Rolling her eyes, and secretly enjoying the fact that she won't have to deal with Cadence constantly pestering her, she replied "It's alright. Just be sure you have your doctor's note for the day after."

"Can do. Good night."

"Good bye." Hanging up the phone she said "I look forward to the day when I won't have to deal with her anymore." Picking up the tachyon device she smiled. "Which hopefully won't be too much longer." She snickered. "The Friendship Games may be a farce, but they've served me well. And now they'll serve me one last time.

'As will Miss Sparkle's research."

"So first a guy with shockwave gauntlets, now a metal bird man," Thorax said. "And we find out that someone named Bishop has the remaining 75 energy cores and some of the stolen Oscorp tech. What's next? Alien slime monsters?"

"Don't jinx us," Flash said as he pulled on his jacket, having discarded his suit. "Please?" Seeing Twilight hovering over a computer he asked "What you working on?"

Moving aside to show them she said "It showed up again."

"What did?"

"Back in September and October, I picked up these weird energy signatures coming from around Canterlot High School."

Both Flash and Thorax shared a look. "By September and October, you wouldn't mean September 21st and October 17th, would you," Thorax asked.

Twilight's eyes lit up. "That's exactly when! Where you there? What happened?"

Flash sighed. Sunset is gonna kill me for this. "It's a long story, Twi. And it's probably going to sound kinda ridiculous."

"We live in a world that's been invaded by aliens and our superheroes include a billionaire in a suit of power armor, the Norse God of Thunder, and a brilliant scientist who turns into the Jolly Green Giant when he's angry. How much more ridiculous could it get?"

"You have no idea," they replied in unison.

Author's Note

And with that, Vulture is down! Yes.

I hope you guys liked the train sequence. I tried to do it like Spider-Man 2 but with my own spin on it. Plus when else am I going to get an excuse to use that music?

Anyway, we also start the buildup to my version of the Friendship Games. What? You thought I just put Abacus Cinch's name in the character tags for no reason? Ha.

And if you're wondering, no, Friendship Games will not happen like it did in canon. Kinda obvious seeing as how we got Abacus Cinch in a villain role, but still.

Well, that's all for this chapter. Join us next time as Spider-Man faces his most dangerous of enemies...

...AN EX-GIRLFRIEND!

Flashback 3: Spinning My Webs And Making A Costume

Journal Entry #3

Interesting fun fact, apparently spiders don't shoot out webs. They have these special organs called spinnerets that allow them to create their webs, which they have to slowly weave. If they tried to shoot them out like I would eventually be doing as Spider-Man, it would cause them immense amounts of pain and could potentially damage their spinnerets (and more than likely kill them.)

Apparently while I got the adhesion, agility, spider-sense and proportionate strength of a spider, I didn't get the spinnerets (which looking back I'm thankful for because considering where actual spiders have their webs come out of... Yeah let's not go there.)

Well, being the science nerd I was I decided to go with the obvious solution. Build my own webs.

Since my band broke up after the Battle of the Bands (To make a long story short our drummer's parents got transferred to another state, our bass player decided he'd rather play classical, and our lead singer got offered a solo deal which he took without a second thought.) I didn't have much to do aside from hanging out with Thorax, so after school the two of us would meet up and work on what would eventually become the Mark I Web Shooters. We floated a bunch of different designs before settling on wrist mounted devices, as they'd be easier to use than if they were handguns.

The design we settled on was a bit clunky, but still functional. A carousel loaded system which would feed me the next cartridge of web fluid when the current one ran out, with a trigger that would only activate when I pressed my middle and ring fingers on the triggers built into the glove. This way I wouldn't accidentally shoot a web line if I made a fist or grabbed something. A nozzle just above my wrist would shoot the webs as either small shots or thick web lines, with plans to eventually modify them for other firing modes when I got the components. A small but powerful battery in each web shooter would power the air jets that would propel the web fluid out.

The web fluid itself was a bit more complicated. Fortunately Google exists, so it wasn't too hard to find out what spider webs were made of. Also I'm very good at chemistry, so I was able to come up with a formula for synthetic webs that would function just as well as the real deal, but also have greater tensile strength. It took about two days and several failed batches, but I eventually made the first batch of web fluid. The webs themselves stuck like instant super-glue and were strong enough to hold up a large truck engine. Yet like most spider webs they were biodegradable, meaning they dissolved after roughly an hour.

Then the time came to test the web shooters.

I put on one of the web shooters with the glove on, aiming it at a target. "Got the camera ready, Thorax?"

Holding a small camcorder, Thorax nodded. "We're rolling."

"Fire extinguisher?"

He nudged it with his foot. "Always."

"Okay, Web Shooter Mark I Testing. Test #1 in 3... 2... 1!"

I pressed my fingers on the trigger-

-and it sparked before starting to smoke. Before I could try and take it off Thorax blasted it with the fire extinguisher until it stopped smoking. "Thank you."

"Anytime."

After replacing the fried components and did a bit of tweaking we tried again.

"Test #2 in 3... 2... 1!"

I pressed my fingers on the trigger-

-and it didn't fry itself this time.

But it did spray me in the face with strands of webbing. That was not a fun hour of waiting for it to dissolve.

So once I replaced the cartridge and modified the nozzle, I tried again.

"Okay, third time's the charm. Test #3 in 3... 2... 1!"

I pressed my fingers on the trigger-

-and a single web shot fired out and nailed the target dead center. I couldn't help but smile, so I tried again and fired a web line, pulling the target done with a swift yank of my strength. "Yes! Ladies and gentlemen, we have achieved the impossible! We have made the first ever artificial spinnerets!"

"And the first ever synthetic webs," Thorax added. "Now you just need fangs, eight legs, venom sacs-"

"Very funny, Thorax."

Thorax chuckled, before looking at my web line and asked "You think it could hold your weight?"

"I know it can. Why?"

He grinned. "I have a crazy idea."

"Thorax, this is either your greatest idea ever, or your dumbest."

We were standing on top of a ten story apartment building, overlooking the street. I made sure my web shooters on and tight, and prepared myself for what I was about to do.

"Hey, hold on." Thorax then pulled out a red balaclava mask from his backpack. "Wouldn't want your face ending up on Youtube if somebody got you on their cell phone."

I briefly pondered why he had this before slipping it on I said "Thank you."

Holding the camcorder Thorax said "Okay. Web Swinging Test #1 in 3... 2... 1!"

And with that, I jumped off of the ledge.

One thing people would probably ask me is how it feels when I web swing. Truthfully, it's hard to describe. I mean, half the time I'm praying that I don't misjudge how long my web line is and pray that I don't become a smear on the pavement.

The other half is the feeling of weightlessness, of this strange joy that comes when I'm swinging through the air and feeling the adrenaline rush.

But as the old saying goes, the first time is usually the worst.

I will not lie, I screamed as I fell for a few seconds before I shot out the web line at the building across the street, nailing it and pulling myself into the swing. It felt great, the wind in my face, the adrenaline pumping through my veins...

...and then I noticed that I was getting a bit too close to the building.

Moving quickly I let go of the line I was holding and shot out another one while pivoting my body, snagging another building and swinging towards it. I repeated the process, before finally web zipping back and then crawling up the building I had started at.

Thorax was beside himself with joy. "I can't believe that actually worked!"

Taking a deep breath and taking of the mask, I replied "I can't believe I let you talk me into doing that."

"Hey, it worked. And you looked freakin' awesome!"

Seeing the footage on the camcorder I said "Yeah. I guess I did."

The next day at school I saw Bulk Biceps handing out flyers for something. "Hey Bulk. What'cha got there?"

He handed me a flyer. "There's this wrestling gig downtown Friday night. They're offering three thousand bucks if you can last three minutes in the ring with their champion."

"That sounds awesome."

"YEAH!"

Honestly it did. I didn't have a job so any money I got usually came from either Uncle Ben or Aunt May, my cut from the gigs my band did (which wasn't much and since we broke up, you get the idea) or some odd jobs I occasionally did for my neighbors. And truth be told I hated asking for money from my Aunt and Uncle. They have bills to pay and yet they're still willing to give me money for any of my science projects (and I'm not talking about the ones for school.)

Frankly, getting three grand for them seemed like the perfect way to pay them back.

Looking back to Bulk I said "You have a good day, Bulk."

"YEAH! You too, man!"

I was already forming the plan in my head as I walked to my next class.

"Dude, you're crazy."

I rolled my eyes at Thorax's response to my plan, having expected it. "Come on, Thorax. With my superpowers, I can last longer than three minutes with some champion."

"Yeah, wouldn't that be considered cheating?"

"Not really. Do you know how many pro wrestlers take performance enhancers?"

"Fair enough. But still-"

"Uncle Ben has always told me that with great power, there must also come great responsibility. What greater responsibility is there than one's family? This money could help pay off a majority of the bills they're trying to pay. Plus, the whole event would be a good way to test my powers further than what we're doing in here."

"You've never wrestled before. Professionally, anyway."

"Neither have half of the guys on WWE, but nobody calls them out on it. I can do this."

Thorax sighed. "Okay fine. But if you're going to go to some WWE knockoff, you're gonna need a costume. Preferably something that covers your face because in the off chance that your Aunt and Uncle might see this on TV, they'll probably recognize you in an instant."

"Definitely a good point. We also don't want it to be too bulky or too heavy. And we also have to make it on a small budget."

"How small?"

I pulled out my wallet and pulled out all the cash I had. "A whopping twenty bucks."

"Eh, we've done more with less. Remember when we made that bird costume for our biology class."

"Five bucks and a lot of feathers we got from Rarity. And a lot of black spraypaint."

"Yeah. We can work with this. It'll definitely look cheap, but it'll be functional."

"How bad could it look?"

The final product was a pair of blue pants and a blue long-sleeve shirt, with red boots and gloves. The red balaclava was back on my head, now with the addition of a pair of goggles sewn in that didn't hamper my vision. The web shooters were over my gloves, and over all of this was a red hoodie with a spider-logo sewn onto the front and the back.*

It was cheap, clearly homemade, and may have been the lamest excuse for a costume the world had ever seen.

But it was functional and it kept my identity hidden, and that was good enough for me.

Thorax looked at me and said "Now you just need a name. Something related to your powers. Like, 'The Human Spider.' Or maybe 'Arachnid Man.'"

I snorted. "Let's just go with Spider-Man."

Thorax grinned. "Well, not the worst wrestling name I've ever heard. But for that extra pizzazz, how about 'The Amazing Spider-Man?'"

"That my friend, sounds great."

"No my friend," Thorax said. "It sounds like a franchise."

I couldn't help but smirk at that. Because in all honesty it did.

Author's Note

* It's the Homemade Costume from Homecoming.

Another flashback episode done. Next one will cover the wrestling match and may or may not reach a certain iconic/tragic scene.

But that will wait because next up we have Flash having to explain things to his angry ex-girlfriend and introduce the next few villains. More than likely these next few villains won't get two-parters, as Vulture was more of a special case.

Speaking of, I'm putting up a poll. Which of these villains should I do next?

A) Electro
or B) Scorpion.

Please leave your votes in the comments below. Equestrian Defender, out.

Interlude 1: New Friends and New Threats

The next day at CHS during lunch, Flash and Thorax were walking to the music room where Sunset and the Rainbooms were practicing. Thorax looked at Flash and asked "So, on a scale of one to ten, how angry do you think Sunset's gonna be that we spilled the beans to Twilight?"

"If she was how she used to be before the Fall Formal, she'd probably be a 'I'm going to murder you and make sure no one finds your body'," Flash replied. "With how she is now, I have no idea."

As they arrived at the door both of them started to feel a slight bit of dread at what was about to happen. Thorax said "If she does kill us, I want you to know it's been an honor and a privilege being 'the man in the chair.'"

Flash smirked. "Relax, I doubt she's going to be that angry."

Thorax groaned. "And now that you just said that, we're doomed."

Ignoring him Flash knocked on the door, the music stopping almost immediately. The door opened to reveal a surprised looking Rarity. "Flash? Thorax? What are you two doing here?"

"Sorry to interrupt your jam session, but we need to to talk to you girls," Flash said. "It's important."

A few minutes later Flash and Thorax were standing in front of the Rainbooms, all of whom were looking at Flash (which was not helping to make it any easier.)

Finally Sunset asked "So, what did you need to talk to us about?"

Flash sighed. Here goes. "About a week ago my Aunt and I had dinner with a new friend she made and her family. And-"

"-one of the members of her family was the human version of Twilight Sparkle, who happens to go to Crystal Prep Academy. You became friends with her, introduced her to Thorax and the three of you became super-duper friends," Pinkie Pie chimed in.

Everyone looked at her in shock at that statement. "Okay, how in the infinite multiverse did you know that," Thorax asked. "Have you been spying on us? Did you tap our phones and laptops? WHO ELSE IS IN ON THIS?!"

"None of the above. I just had a hunch," Pinkie replied happily.

Flash sighed, while mentally chanting It's Pinkie Pie, don't question it. It's Pinkie Pie, don't question it. It makes no sense whatsoever and there's no way in hell she should know this stuff, but it's Pinkie Pie. DON'T. QUESTION. IT! "Regardless, yes, that is what happened."

"Oh-kay," Sunset said awkwardly. "Pinkie Pie's weird ESP aside, what does that have to do with us?"

"I'm getting there. And Pinkie, please, no more spoilers."

Pinkie nodded, making the "My lips are zipped" motion with her free hand (and Flash swore he could hear the sound of a zipper being drawn) and motioned for him to continue.

"Thank you." Flash took a deep breath, before saying "Twilight in this world is smart. Like crazy smart."

"How crazy smart we talkin'," Applejack asked.

"The kind of crazy smart that gets you an internship at Oscorp. She's gotten straight A's in every class she's ever been in (except Gym) and she's a shoe-in for her year's Valedictorian. And, I was there when she made a small aerial drone out of small parts from a scrapyard, with a powerful scanner that was able to tell that I had a small head cold forming."

And by "small head cold" he meant his spider powers, not that the Rainbooms needed to know that.

"Wow, that is smart," Fluttershy stated.

"Does she tutor people," Rainbow asked, getting surprised looks from everyone. "What? If I don't get my Biology grade up I'm gonna get kicked off the soccer team."

"Uh, girls?"

"Sorry."

"Anyway, she told me and Thorax about this project she was working on. Apparently back in September she was running an experiment on electromagnetic waves in the city and how it could affect cell phones and other electronics, when she found something strange. Some sort of unknown energy signature that doesn't match anything on record. And before you girls ask, the dates the signatures showed up were September 21st and October 17th AKA-"

"-the Fall Formal and the Battle of the Bands," Sunset groaned. "She detected our magic." A look of realization crossed her face before she glared at Flash and Thorax, sending chills down both their spines. "You two didn't happen to tell her anything, did you?"

The both of them started to sweat a little, before Thorax stammered "W-well you girls know we're not the best liars."

"Especially when it involves our friends," Flash finished, scratching the back of his head nervously.

"And well, honesty is the best policy."

"Trying to lie to her is like trying to lie to a puppy."

Both of them clammed up when they heard a low growl escape from Sunset. Taking a deep breath she asked "How much did you tell her?"

"Well, we sorta-"

"-kinda told her-"

"-everything," they finished in unison before turning to run out the door.

Which they would have if Sunset hadn't grabbed the necks of their jackets and held them in place. "You two aren't going anywhere," Sunset growled.

"Please don't kill us, Sunset," Thorax begged. "Or at the very least, spare me and kill him!"

"Traitor," Flash yelled.

"She'll have a harder time killing you! You're all developed and I'm still working on the last chapter of-!"

"SHUT UP!"

"Yes Ma'am," they said in unison, scared out of there minds.

Turning both of them around to face her Sunset said "I'm not going to kill you two. I'm fighting the urge to clobber you idiots for telling her, but it would be too much trouble hiding your bodies."

"Well, what were we supposed to do," Thorax asked. "She's got notes on this stuff going back to September. She's built a whole bunch of tech that can scan for it, and I doubt she's going to back down just because we ask her to."

"And when we told her about it she told us that she just wanted to study it. Find out how it works and what it can do. She assured us that she had no intentions of turning it into a weapon or something like that," Flash explained. "And she promised not to tell anyone at CPA or Oscorp."

"And you believe her?"

"She hasn't lied to us yet. So yeah, I trust her."

Sunset sighed in equal parts relief and aggravation, before fixing the two of them with a stern look. "That still doesn't make it okay. The more people that know about the magic, the higher the chance that people like HYDRA or the military will try to take advantage of it and weaponize it."

At this Rainbow rolled her eyes. "Sunset, the whole school knows about the magic and that hasn't happened yet. Frankly because even with events like the Battle of New York and the Sokovia Incident, nobody is crazy enough to believe that there's apparently another world where the dominant species are magical ponies."

"And while I agree the boys should've asked first, I seriously doubt telling one girl is going to change that any time soon," Rarity added.

Pinkie Pie chimed in and said "Yeah, it's not like we're taking videos of us doing magic and posting them on MyStable."

"Even if we were, most people would probably just think it's CGI and special effects," Fluttershy stated.

Sunset couldn't argue against that logic. "Okay, fair point." She looked at Flash and Thorax. "Sorry."

"So, you're not mad," Thorax asked.

"I'm a bit upset that you guys told her without telling me first, but I'll get over it," she replied. "But I do want to talk to her. Just to explain some things."

"Plus I'm sure we'd all like to get to know the human version of one of our friends," Applejack added with a smile.

"She did say she wanted to talk to you girls," Flash replied while checking his phone. "After all, you girls were the first ones to come into contact with the magic." His phone buzzed and he said "And you're in luck. She said she's free after school today." His phone buzzed again, and he added "Oh. She's got one request, though."

"What would that be," Sunset asked.

"Well, it's not everyday you hear that someone is friends with a version of you from a parallel universe." He smiled and asked "I don't suppose Princess Twilight is free this afternoon?"

Sometimes, Abacus Cinch was thankful that she was the Principal and not one of the teachers.

Because if she were a teacher, she wouldn't have near the privacy or the amount of time to work on her... "special" projects.

Looking over the designs in front of her she sighed. "While I have all the components, it's going to take time for me to put it all together. And all the while Spider-Man's going to be looking for me since Toomes couldn't keep his beak shut." Running a hand through her hair she groaned. "The last think I need is him interfering with my plans. I've got too much at stake for it to just be destroyed by him."

Looking at her desk, her eyes rested on a small device near the edge. "Perhaps it's about time I called in some... help."

Picking it up she held it and placed her thumb on the center. It beeped before a man replied "Is that you, Abacus?"

She smirked. "Alistair! Oh, it's been too long."

A frustrated groan came from the other end. "Not nearly long enough. What do you want?"

"Is that anyway to talk to an old friend?"

"You don't have friends, Bishop. You have tools, Pawns if they're lucky. Now again, what do you want?"

Her smirk turned into a full on grin. "I'd like to schedule an appointment with Mister Osborn. I have some research that should prove to be very, very helpful to a certain medical project of his that he's keeping off record. If he's willing to make a deal."

There was a pregnant pause before Alistair replied "He'll meet you later today. 6 PM sharp."

"Thank you. Have a nice day." Ending the call she smiled as the final bell of the day rang. She then reached into her desk and pulled out a key to a very specific janitor's closet. "Now, let's see what Miss Sparkle has managed to find out."

Flash, Thorax, Sunset, Rainbow, Pinkie, Rarity, Applejack, and Fluttershy were all waiting outside by the Wondercolt statue, waiting for their guests. Flash looked at his phone and said "Twilight should be here in about two minutes. Cadance is at the doctor's and her brother's busy, so she had to walk."

Holding up her magic journal Sunset said "Princess Twilight's grabbing a few things. She'll be here in about ten minutes."

"Here comes our Twilight," Thorax said, pointing to a girl walking towards them wearing the CPA uniform, though bearing an unmistakable resemblance to their good friend from the other side of the mirror.

When she got close enough they could see that she seemed a bit nervous, but she still managed to give an awkward wave and an equally awkward smile. "Hi."

Flash smiled back and said "Hey. Twilight, meet the Rainbooms. Rainbooms, meet Twilight Sparkle."

"Well, technically human Twilight Sparkle," Thorax added. "Not that that's a big deal, just-"

He was cut off when Pinkie Pie grabbed Twilight's hand a vigorously shook her hand, somehow shaking her hair out of her bun and knocking her glasses from her nose, which Flash quickly caught for her. Releasing Twilight's hand she quickly said "Hi, I'm Pinkie Pie! It's so nice to meet you. I mean technically we already met you but it wasn't YOU you it was our friend from the other world and her name's also Twilight Sparkle and she's- MMPH!"

Applejack had wisely decided to put a hand over Pinkie's mouth and cutting her off. "Pinkie, remember what we said about letting potential new friends breathe."

Pinkie nodded, moving Applejack's hand off of her mouth. "Sorry."

Fixing her hair and glasses, Twilight replied "It's okay. Flash and Thorax warned me about that. And it's nice to meet you too."

At that, Pinkie Pie jumped up and exclaimed "Yay!"

Applejack then held out her hand. "Howdy there, Sugarcube. Mah name's Applejack. Nice to meet'cha."

Shaking her hand she replied "Likewise." Once they let go she added "You have a strong grip."

"I spend a lot of time on mah family's farm. Great way to build some muscle."

"I'll take your word for it." Looking at Rainbow Dash she said "Judging by your hair, I'm guessing you're Rainbow Dash."

"The one and only," she replied smugly. "I take it Flash and Thorax told you about how awesome I am?"

"Yeah. They also told me you were incredibly full of yourself."

She turned to glare at the two of them, who were looking away and whistling innocently (which wasn't fooling anyone.) and asked "Really? How exactly am I 'full of myself?'"

"Well, you wrote a song titled 'Awesome As I Wanna Be,'" Flash pointed out. "And your band is called the Rainbooms, which if you change a few letters and leave out some, spells R-A-I-N-B-O-W."

"And you're constantly going on about how awesome you are and how you make everything '20% Cooler'," Thorax added. "Plus there's the fact that you never stop bragging about how good you are in sports."

"All in all, while you're loyal to your friends you do have an ego that's roughly the size of the Empire State Building."*

Rainbow's jaw dropped at their statements, her mind desperately trying to come up with a comeback. "I do not-! That's not-! What do you-?! GRRRR!!!" With an aggravated sigh she sat on the ground, curling herself into a ball and hiding her face.

"They do kind of have a point, Rainbow," Sunset said. "Especially about the-"

From within the curled up Rainbow Dash a muffled shout of "Not. Another. Word!" could be heard prompting Sunset to stop.

Rarity looked Twilight over and said "Well darling, I have to admit the CPA uniform does look good on you."

"Uh... thanks," Twilight replied awkwardly. "Honestly though, I'm only wearing it because I just got off of school. I have plenty of other clothes."

"Which we rarely see because you're usually wearing a lab coat," Flash quipped.

Rolling her eyes, Twilight replied "Well excuse me for not wearing my good clothes when I'm elbow deep in machinery or experimenting with chemicals."

"That's just common sense," Rarity stated. "Why would we soil our good clothes when we're working?"

"Fair enough," Flash replied.

Seeing Fluttershy, Twilight said "And you must be Fluttershy."

She nodded in response. "Yes." Looking around Twilight she asked "Um, where's Spike?"

"At home. He doesn't start going to the Middle School until next week."

That got a confused look from everyone except Flash and Thorax. "How exactly can a puppy go to school," Rainbow asked.

"Puppy," Twilight asked, confused.

"Oops." Flash winced. "I forgot to tell you this. See, the Spike from Equestria is actually a dragon-"

"Really? Don't tell my Spike that or he'll freak out."

"-but for some reason when he comes to the human world he's a little puppy."

Twilight looked at him in disbelief. "Seriously? That sounds insulting."

"Yeah, I don't get it either."

Seeing the looks on the Rainboom's faces, Twilight pulled out her phone and brought up a picture and showed it to the Rainbooms. She smiled and said "THIS is my Spike."

The picture showed Spike at a party, with Shining Armor and Cadance beside him and Twilight behind him, all of them making absolutely ridiculous faces. Pinkie smiled and said "You guys look like you're having fun."

Noticing the banner in the background, Fluttershy read "Welcome to the family, Spike."

Twilight gasped and quickly withdrew her phone. "Oops. You girls weren't supposed to see that."

"So, Spike's-" Applejack started, only to be cut off when Twilight fixed her with a look that screamed "Don't talk about it." and shook her head.

Deciding to change the subject and kill the awkward silence, Sunset walked up and said "Hi. I'm Sunset Shimmer."

Twilight looked at her and said "So, you're Flash's evil ex-girlfriend."

This got a laugh out of everyone, even Sunset chuckled and looked at Flash. "Really? Did you-?"

"No, that part was not me," Flash said between laughs. "But I did tell her that you're my ex, and that you turned over a new leaf."

"And that you saved the school," Twilight added, holding out her hand. "So, you're okay in my book."

Shaking her hand and smiling, Sunset replied "Good to know."

Looking around she said "So, is my counterpart hiding or-"

At that moment there was a glow coming from the base of the statue. "Actually, that's probably her," Sunset said.

Walking, or rather stumbling, out of the portal was a girl who bore a striking resemblance to Twilight Sparkle. The main difference were her clothing, the fact she didn't wear glasses, and the fact that she had her hair down. Once she stopped stumbling she waved and said "Hello everyone!"

"TWILIGHT!"

The girl was immediately caught in a group hug by the Rainbooms, Sunset being the first one to get to her. "Yeah, happy to see you girls too," she gasped. "Now can I have my ribs back?"

The girls released her, allowing her to see Flash, Thorax and the human Twilight. "Hi. I'm Twilight," Pony Twilight awkwardly said. "Well, you probably already knew that."

"Yeah, considering that's been MY name for the past fourteen years," Human Twilight replied with a smile. She then took a closer look at her counterpart's face. "So, are you wearing contact lenses or are your eyes just fine?"

"My eyes are just fine."

She groaned. "Lucky. I've been stuck with these since I turned five."

Flash smirked and said "Twilight, meet Twilight. I'm sure you two will get along just fine."

Pony Twilight looked at Flash and said "Hey Flash. Nice to see you again."

"You too." At that moment his phone rang, which he promptly answered. "Hello? Oh, hey Aunt May. What? Uh, yeah I can help. Okay, I'll be there in a minute. Love you too. Bye." Looking at the girls he explained "My Aunt needs my help." Looking at Human Twilight he asked "Are you-"

"I'll be fine," she said cutting him off.

He nodded. "Alright. Thorax, you coming?"

"Considering I'll be the only guy here? Yeah." With that they took off down the sidewalk, leaving the eight girls behind.

Pinkie then said "SO! How about we take this to Sugarcube Corner?"

Everyone agreed, with Human Twilight tagging beside Pony Twilight and Sunset. "So," Pony Twilight said "I imagine you have a lot of questions."

"Only about a couple hundred."

"Well, what do you want to know first?"

"Let's start with..."

Shining Armor took a deep drink of coffee from his Styrofoam cup, before crumbling it up and tossing it in the trashcan. He then filled out the rest of the papers in front of him before he heard a knock on his office door. "Come in."

The door opened to reveal a man in his late forties with salt-and-pepper hair, brown eyes that were just a little darker than his long brown coat, and a pair of tan khakis with brown shoes. Strapped to his side was a standard issue Glock 17, the standard choice for the NYPD. He didn't smile as he walked in and gruffly said "You really ought to lay off the coffee, Lieutenant."

Shining rolled his eyes, before replying "One; you drink three times the amount of coffee I do, Detective. Two; would it kill you to say 'Good Afternoon?' Or you know, actually use my name? Or would that just require too much effort, Quick Draw?"

The man rolled his eyes, before giving him a look that would almost be considered friendly. Almost. "Just wanted to let you know that Ol' Crush wants to see you in his office. Pronto."

A few minutes later Shining walked into the office, being greeted by a man in his fifties with white hair that had a single black streak, silver eyes and a well-made suit. On his right wrist was a silver watch, and on his right hand was a silver ring with a black and red stone.

His name was Crushed Pepper, and he was the current commissioner of the NYPD. AKA, Shining Armor's boss. But please, call him Crush.

Seeing him walk in, Crush said "Lieutenant. How's your day going?"

"Pretty good, sir. But I don't think you called me in here just to ask me how my day's going. Is this about Pharynx?"

Crush nodded. "It's about Pharynx. And no, he didn't get shot or anything."

"Look, if it's about him constantly asking to talk to Schultz I told him-"

"It ain't about that either." Once Shining stopped. "Look, I don't trust him. But it's not because of his profession or because of his mother. Frankly I couldn't care less that he's the firstborn son of that bitch."

That confused Shining, since he always assumed those were the reasons Crush didn't trust him. "Then why-?"

Crush sighed, before reaching into his desk. "I have some friends who work in certain government offices. Some of them owed me a few favors. So when he first showed up, I asked around about him. You know, make sure he wasn't cut from the same cloth as his mother. This is what they dug up."

He placed a large blue folder on the desk with Pharynx's name on it, as well as a very familiar emblem on it: an eagle held within a circle. Seeing Crush motioning him to open it, Shining did so.

And what he saw shocked him. "You've gotta be kidding me."

The girls had spent the past hour talking about magic or their previous adventures, in between drinking their milkshakes or eating their sugary snacks.

Or in Pinkie's case, devouring them.

"How you can eat like that and not get diabetes is beyond me," Human Twilight asked.

Pony Twilight rolled her eyes. "Please. The Pinkie Pie from Equestria eats five times the amount she does and not only does she not get diabetes, but she doesn't gain any weight from it. It's mind-boggling."

"Really? I figured with you guys having magic you could just cast a spell and it would just disappear."

"If only that were true," she replied, taking a sip from her milkshake.

Rarity then asked Human Twilight "So, what do you think about Flash Sentry?"

A bit surprised at her question, she replied "He's a nice guy. He's smart, funny-" Realization came over her, causing her to blush before she glared at the smiling girl. "Very funny. We're just friends."

"Oh darling, that's how it always starts."

"Please stop."

Rainbow chuckled and said "Come on, you can't tell me you're not the tiniest bit interested in him."

"What is it with everyone thinking that a boy and a girl can't be happy being 'just friends?'" She sighed and continued "Even if I was interested in him romantically, WHICH I'M NOT**, I'd rather not take that chance."

"Never had a boyfriend before," Applejack asked.

"Try never had a friend before."

Silence reigned for a minute, before Fluttershy said "Oh. Um, sorry."

Human Twilight replied "It's fine."

"I heard that Crystal Prep Academy wasn't a friendly place, but I never figured it was that bad," Pinkie stated.

"Well when you got a principal like Abacus Cinch who's constantly pushing you to meet her unbearably high standards of being 'the best', and you're an intellectually gifted girl in a school that cares more about sporting events rather than academic competitions, they tend to write you off as just another nerd to be ignored."

"I don't think we ever had to worry about that," Twilight said, looking at Sunset. "Being ignored because we were smart."

Sunset rolled her eyes. "You forget, we were the personal students of the Princess. Everypony would throw themselves at us in the off chance of getting to see her. Plus back then, we both thought friendship was a waste of time. It took you and the girls blasting me with a rainbow to get me to open my eyes-"

"-and I was so focused on my studies that it took the end of the world to get me to make friends." Everyone looked at Pony Twilight with shock at that, who quickly added "True story. Fortunately, we managed to fix it. Still a pretty close call though."

"You know, I never would've guessed that seeing as how ya helped us get our friendship back together like a pro," Applejack said.

"Well it's true."

"Anyway," Human Twilight said. "Flash was my first friend, Thorax being the second. Which makes them my only friends. The last thing I want to do is screw that up, because then he may not want to be my friend anymore. And since Thorax is his best friend he may not want to be friends with me because he'd feel he's betraying Flash. And then I'd go back to being that girl who locks herself in her lab after school working on machines while trying to ignored the soul-crushing loneliness of being a social outcast." She shivered before adding "I really don't want to go back to that."

Everyone could understand that, but none more so than Pony Twilight. Just hearing her counterpart pour her soul out to them like that made her remember how she felt after Discord turned her friends into their opposites. "Soul-crushing loneliness" a pretty accurate description.

Plus, hearing her go on about how the whole thing would spiral out in a domino effect definitely sold her on this being her human counterpart.

Wisely deciding to change the subject, Pony Twilight asked "So, what did Flash's aunt need help with?"

"She volunteers at the F.E.A.S.T. shelter," Human Twilight replied, pulling a flyer for it out of her backpack and handing it to her counterpart. "A millionaire named Martin Li started it a few years back. The acronym stands for Food. Emergency Aid. Shelter. Training. It's this homeless shelter that also offers medical attention and career training for the less fortunate. His Aunt started volunteering there after his Uncle..."

She let the sentence hang off, but all the girls understood. Even Pony Twilight, who didn't know about Flash's family but was smart enough to pick up on the context clues. She continued "His Aunt's actually good friends with Martin Li."

Sunset smirked. "So his Aunt's friends with a millionaire and he's got an internship at a company run by the billionaire who helps fund the Avengers. I'm starting to notice a trend here."

"Who are the Avengers?"

Everyone's jaws dropped and they gasped as they turned to Pony Twilight, clearly shocked at her question. "Sugarcube, you ain't ever heard of them?"

"Should I?"

That earned another gasp before Pinkie Pie exclaimed "They're only Earth's Mightiest Heroes! They've saved the world from terrorist organizations, alien invasions, evil robots! How could you not have heard of them when you came over?"

"Maybe because the first time I was only here for three days? And the second time I was only here for a week? And both times I had more pressing matters and these Avengers were nowhere to be found."

"Good point."

Human Twilight asked "So, you've never heard of Tony Stark, AKA Iron Man?"

"Nope."

"Captain America?"

"Can't say I have."

"What about Thor? Hawkeye? Black Widow? The Hulk?"

"No, no, no, and really? There's actually a superhero named that?" She rolled her eyes and said "Look, I've been in the human world a grand total of ten days, give or take a few hours. I barely have a grasp on your world's history, other than the fact that you guys have had more wars and political problems than Equestria ever has."

Human Twilight shook her head in disbelief. "Okay, we're fixing this now."

She reached into her backpack, pulling out a purple and silver laptop with a purple six point star on it. Booting it up she said "I have a collection of archived information, footage, and interviews on each of the Avengers and the events that they've been part of." Seeing the look on the girls' faces she said "I have a lot of free time." Turning the screen to face her counterpart and the girls, she added "Let the age of enlightenment begin."

"Can I have something to-" Almost immediately Human Twilight held out a notebook and pen in front of Pony Twilight's face, which she took eagerly. "You're like the twin sister I never knew I wanted."

Human Twilight smiled. "Likewise. Shall we begin?"

"Hold on!" Pinkie Pie immediately pulled a bucket of popcorn from... somewhere. "Okay, go!"

Human Twilight blinked, before pressing PLAY.

Thorax placed the last crate of vegetables down on the stack and said "Okay, that's all folks." Wiping the sweat off his brow he looked at Flash, who was carrying two of them, and added "You know, sometimes I envy you having super-strength while I'm stuck with normal strength."

Placing the crates where they needed to go, Flash replied "You can get this strong too. Push ups, sit ups, and plenty of juice."

"You need to stop watching DBZ Abridged all the time."

"I can't help it, it's too quotable."

A laugh got their attention, and they looked to see Aunt May standing in the doorway with a smile. "Thanks for your help, boys."

"It's no problem, Aunt May." Flash then asked "So, what happened to the guys who usually did this?"

She shook her head sadly. "One got sick and the other got on an accident on one of those dreadful motorcycles. Fortunately he was wearing his helmet."

Thorax winced. "It's times like this I'm thankful Pharynx drives that piece of crap Volkswagen Beetle. Even if that think does have three tons of rust on it."

"Yeah." Looking back at Aunt May Flash asked "Need any help with anything else?"

She shook her head. "No. You boys are free to go have fun. Oh, there's some sodas in the kitchen if you two want any."

"Like you have to ask," Thorax replied.

A couple minutes later the boys were standing on the second floor of the building, looking at the main housing room where most of the people were. Row upon row of bunk beds were lined up, with tables for the people to eat at or do various things. The one thing all the people had in common were their secondhand clothes or the downtrodden looks on their faces. Though there were a few happy or relieved faces among them, which made Flash feel better. "It's nice to see that these people are getting the help they need," Flash said.

Thorax nodded, sipping his Coke-Cola. "Yeah. It's too bad that Spider-Man can't help with that. Outside of pointing them in the right direction of these shelters."

"And making sure they don't get mugged or stabbed on the way there."

"That too. Uh, Flash?" He pointed down towards one of the bunks. "Call me crazy, but does she look familiar to you?"

Looking in the direction he was pointing, Flash saw a young girl of about twelve, with purple eyes and purple hair. On the table in front of her was a beat up scooter, which she was currently replacing the wheels on.

"You're not crazy," Flash replied. "But what's Scootaloo doing here?"

"Judging by the fact that her backpack's hanging on the corner of the top bunk, I'd say she lives here."

"I'm pretty sure child services would take issue with that, seeing as how last I heard she does have A parent. But still, let's go ask."

Scootaloo spun the new wheel on her scooter, making sure it didn't wobble or come lose. Satisfied, she put the scooter down beside her-

-and saw Flash Sentry and Thorax Beetle standing right there. Sighing in resignation, she said "Well, this figures."

"Good to see you too, Scoots," Flash replied, sitting at the table. "Now, I'm no expert, but I'm pretty sure you're not homeless. So, what exactly are you doing here?"

She racked her brain for an excuse, but none came to mind. None that were believable anyway. So finally she said "Promise not to tell anyone else."

"Including Rainbow Dash."

"Especially Rainbow Dash!" Seeing them nod in agreement, Scootaloo explained "My mom, hasn't really been the same since dad left. She's been going out and... well, sometimes she doesn't come back for days."

"Ouch."

"And while occasionally she'll remember to leave the door unlocked since I don't have a key, more often than not she forgets to."

"So you come here," Flash figured.

She shrugged. "These people don't judge. Plus, they don't mind giving food and a bed to a kid who's technically not homeless. By the way, your Aunt is a really good cook, Flash."

"Tell me something I don't know." Looking at Scootaloo and noticing a slight twinge in her right arm, he asked "Your mom, she hasn't done anything else to you besides locking you out, has she?"

Almost immediately Scootaloo shook her head. "Nope."

Neither Flash nor Thorax bought that for a minute, but they didn't want to push. "Well, sorry to hear about your mother. If there's anything-"

"I'm fine guys," she said unconvincingly. "Really. Mom just needs some time to cope, you know. I'm sure she'll be better soon."

Both nodding, they got up and said their good byes. Once they were out of earshot, Thorax said "She's lying."

"Technically she's only telling half the truth. But yeah, I know."

"What are we gonna do?"

Flash sighed. "Unfortunately, unless Scootaloo comes out about it or we happen to see it happen, we can't do anything."

"Our wall-crawling friend can't help?"

"Unless it's a warehouse filled with drugs, weapons, or bad guys, he doesn't do B&E. Especially without probable cause or evidence."

"Well, were not we're not just going to do nothing. Are we?"

Flash shook his head. "No, we aren't."

Once Flash and Thorax were gone, Scootaloo sighed and pulled out her slightly cracked but still working smartphone. She pulled up a picture, showing her and a man with hair similar to hers, but with brown eyes. A small tear fell from her eye as she whispered "Why didn't you take me with you, dad?"

Subconsciously she rubbed her right arm, wincing when she felt the still healing bruise. Damn beer bottles she mentally cursed.

The sun was beginning to lower by the time the girls gathered around the portal, ready to say good-bye to Pony Twilight. She looked at her counterpart and said "It was nice meeting you."

Human Twilight nodded, smiling. "Likewise. We should do this again sometime."

"Definitely."

Once everyone said good-bye and Pony Twilight passed through the portal, Rarity said "Well I must be going. Sweetie Belle wants me to help her with her homework." Shaking Human Twilight's hand she said "It was nice meeting you, darling. If you're ever in the need of a fabulous outfit, don't be afraid to ask."

Applejack nodded. "Yeah. I gotta help Granny with some deliveries. Later y'all."

"I need to feed the animals at the shelter," Fluttershy added.

They soon all said their good-byes, leaving Sunset and Human Twilight as the last ones. Finally, Sunset asked "So, did you get all the answers you were looking for?"

Human Twilight made a 'so-so' gesture with her hand. "Sort of. But I also have a bunch more questions. Like, is this portal the only one there is? Are there other gaps or gateways that let magic into this world? And, are those Sirens the only threats from Equestria this Starswirl pony sent here to our world?"

Sunset honestly couldn't answer her on that. So she simply replied "I don't know. Most of Starswirl's published works are on magical formulas, magical theory, and spellcraft. If he did have any notes on the sirens or any other potential magical threats he banished to this world, then they've either never been found or they're locked in some secret archive that I've never seen."

"Well, do you think the Sirens are the only ones?"

That got Sunset thinking, before she replied "I hope so."

As they parted ways she mentally added But knowing my horrible luck? I doubt it.

Abacus Cinch smiled as the man she wanted to talk to sat down at the table. "So Mister Osborn; shall we talk business?"

Author's Note

* Before anyone comes after me with torches and pitchforks, I just want to point out that I do not hate Rainbow Dash in any way, shape, or form. She's one of my Top 10 favorite characters, and that will never change. I am merely pointing out a flaw in her character that I've noticed throughout the years.

** :ajsmug: Denial isn't just a river in Egypt, Sci-Twi.

So, I'm calling this an interlude rather than a full-on chapter, because to be honest this bit is more about taking a break from the Spider-Man stuff and just let the characters breathe a little. But it's not filler, because if it were you could just skip over it and not miss out on anything.

To those of you who are reading the part where Pony Twilight says she didn't know who the Avengers were and thinking it was unrealistic, I'd like to point out that in the first Equestria Girls she was busy trying to get her crown back, and in Rainbow Rocks she was busy trying to stop the Sirens. I doubt she'd be watching the news or be anywhere that involves the Avengers at those times. Plus she has little to no experience with human technology, so I doubt she'd just look up footage on Youtube.

Also, thanks to everyone who voted in the comments on Flashback 3. The results are in.

Scorpion: 8 votes
Electro: 3 votes

So get ready for the next chapter, because Spider-Man's about to find out he's not the only super-arachnid in New York City. Granted he's the only GOOD super-arachnid in NYC but the point still stands.

And now if you'll excuse me, I need to go run and hide before the angry mob of Scootaloo fans come after me with torches and pitchforks for what I did to her in this story. Equestrian Defender, out!

Chapter 8: Sting Of The Scorpion

Norman Osborn was a lot of things: a good businessman, a brilliant scientist, and a real charmer when he was onstage.

But as he stood in the secret lab in his penthouse, all he could think about was the one thing he had failed at. The one failure that he had never managed to move past.

His failure to save his wife from the unknown disease that killed her.

The same disease that now threatened to kill his only son.

He sighed, placing a hand on the glass tank filled with green liquid. Within it, with several IV tubes and one that allowed him to breathe, was the comatose form of Harry Osborn. Ever since he had been put under in an attempt to slow the progression of the virus, Norman had his medical R&D Department pouring everything they had into finding a cure.

And in the six weeks since there'd been almost no progress. The only thing they found so far was GR-27, codenamed Devil's Breath. With enough development it could become not only a cure for the virus that that had stricken Harry, but it could potentially be the cure for everything. Cancer, Ebola, Malaria; every horrible disease or poison the world had ever known would be gone.

The problem was that as it was now, GR-27 would more than likely kill Harry as opposed to cure him. The formula worked in that it attacked the cells that made the diseases, but it wasn't able to differentiate between them and normal healthy human cells and would attack indiscriminately, more often than not killing the subject. As it were they'd gone through about fifty lab rats and none had survived too long after exposure. The longest one of the subjected lab rats had lasted had been about a month and a half before it started deteriorating. His head researcher said it would be several years before Devil's Breath would be ready.

Unfortunately, for all they knew, Harry might not have that much time. The stasis was only meant as a temporary measure; it wouldn't last long term. Meaning as every day passed, Harry was inching closer and closer to death.

Then Abacus Cinch, a woman he and his friend Alistair Smythe both despised, came to him with an offer that seemed way to good to be true.

But the data and evidence she showed them, it was all real.

And as much as he hated her and how much he really didn't want to take her deal (especially after she revealed she was the one who was ultimately behind the tech thefts. Bitch.) sadly it was the best offer and the best chance they had.

Or rather, the best chance Harry had.

Looking at his son, he said "I already lost your mother. I'll be damned if I lose you too, Harry." Pulling out the burner phone he had received, he dialed the number. When the person he was calling picked up, he said "Alright, Abacus. You've got a deal."

"Good," she replied, Osborn practically seeing the smug look on her face. "I'll send you a list of the things I'll be needing. I don't suppose you have any abandoned facilities I could 'borrow' for my project?"

"I'll see what I can do. But I want to make two things crystal clear right now. One; this can in no way, shape or form be traced back to me."

"It won't be, Norman. Any of your tech that I have was stolen, and all our conversations are by burner phone and by other means that can't be traced. If they say we've been seeing each other, you can just play the 'catching up with an old colleague' card."

He grimaced. Abacus was one of the last people he would EVER call a colleague."See to it that it stays that way. And second, I'm only doing this because of my son. When all is said and done, you'd better hold up your end of the bargain."

"And I will. Have I ever made a deal and not held up my end of it?"

Osborn rolled his eyes. "I think you know the answer to that."

"Fair enough. Oh, and as for the other thing I need, I already have three candidates in mind. All of them have an axe to grind with that wall-crawling do-gooder, so they shouldn't be too hard to convince. They'll be the perfect attack dogs.

'All we need to do is give them their teeth."

-Wednesday April 4th, 2019-*

Fluttershy looked at her phone at the photos Flash had emailed them for the Spidey-Blog. "These are very good, Flash." Seeing a picture of Spider-Man waving at the camera she giggled. "Oh, that's a good one. Thank you so much."

Flash chuckled and replied "You're welcome, Fluttershy. How's the blog doing?"

"Oh, it's doing very well. We've gotten more subscribers since Spider-Man took down Vulture, and more and more people are starting to believe he's a hero."

"Jameson probably doesn't like that."

She shook her head. "But he can't do anything. Freedom of Speech. Sadly because of that, that big dumb meanie's free to slander Spider-Man all over New York." The bell rang at that moment, and she said "Well, I gotta get to Biology. Thanks again, Flash."

"No problem, Fluttershy."

As he walked down the hallway he sighed.

It had been roughly six days since he took down Vulture, and in that time he and the rest of Team Spider had looked into this Bishop that Toomes had referred to. Sadly, they'd come up with nothing aside from some entries about the church position and the chess pieces. It was frustrating to no end.

He was tempted to ask Tony for help, but he didn't want to constantly ask him for help when he came across a problem. Like he told Tony, he didn't want him to hold his hand.

Feeling his phone buzz he pulled it out to see it was a text from Twilight. Sorry I won't be in today. Internship.

It's fine, Twi. I think Thorax and I can handle one day without you being in the lab.

You think?

Well I'm pretty sure Thorax will probably go crazy without your company in the cave.

LOL. He probably would.

Anyway, if something does come up and we need you're help we'll call you or shoot you a text. Okay?

Okay. Just be careful out there.

Twilight, I'm a superhero. When have I ever not been careful?

-_-

Good point. See you tomorrow.

See you.

He smirked as he pocketed his phone. "Sometimes I think she worries about me too much."

In a secret lab somewhere in a seedier part of the city, Abacus Cinch stood in front of a man strapped to a table. The man was roughly five foot six, bald with brown eyes, and had a tattoo of a scorpion on his right shoulder. Looking at the clipboard in her hand, she read "Mac Gargan. Former member of the now defunct Scorpion Cartel as one of their best hit-men."

"I prefer the term 'fixer', miss-," Gargan began.

"My name is not important, Mister Gargan," she immediately replied. "Your sentence is very damning; life in prison with no chance of parole. Assuming none of your rivals get to you first and kills you unceremoniously, you would no doubt waste away in that prison." She smirked. "Fortunately, I have a job offer for you. One I think you'll be more than happy to accept."

"Sure as hell beats going back to that hellhole your broke me out of. Still I gotta ask, what's the job?

"Straight to the point. I like that." Looking at him she said "I want you to kill Spider-Man."

At the mention of him, Gargan's hands clenched into fists. "You mean the sonofabitch that locked me in the pen?"

She nodded. "It won't be easy. Obviously you've fought him before and that didn't go so well."

"What do you expect? I'm just a man, he's got superpowers."

She smiled, before holding up a clear glass tube filled with a sickly green and yellow liquid. "What if I told you that I can give you the power to kill him?"

"How the hell can you do that?"

"Cross-Species Genetics. I'll spare you the specifics but basically this liquid I will inject you with will give you abilities that are similar, yet different, to that wall-crawling annoyance. Specifically, you'll be given abilities similar to that of a scorpion, which are the natural predators of certain spiders."

At that explanation, Gargan smiled. "Lady, I like the way you think. But it's gonna take more than just some scorpion blood to take down that bastard."

"Don't worry, Mister Gargan. I have something else that should give you an... unfair advantage. But I assume that means you're accepting the offer?"

"Just one second, lady." Gargan looked up at her and continued "The powers seem good and all, but at the end of the day I'm still a wanted man. Me squashing the spider ain't gonna change that."

"I'm aware of that. Which is why I'm also willing to wipe your records clean so the police won't have any reason to pursue you, as well as pay you a substantial sum of money. Say, five million?"

"Ten millon."

"Seven and a half. Final offer."

Gargan couldn't stop from grinning. "Deal."

Smiling, she loaded the tube into an injector. "I should warn you that while this formula won't kill you, the process will be... excruciating."

"Hey no pain, no gain."

Jabbing the needle into his arm and injecting the contents into his bloodstream, watching the veins in his arm start to turn green. "I hope you'll still be thinking that once the formula takes effect. The screaming usually starts about a minute after injection."

Taking her equipment she walked out of the lab, and just before the door closed behind her she could hear Gargan begin to scream in pain. A smile graced her lips as she looked to the man beside her, who was watching Gargan's vitals on the monitor in front of him while simultaneously watching Gargan scream and writhe while trying to tear free of the restraints.

The scientist watching Gargan was four foot nine, a bit on the portly side with short brown hair and brown eyes hidden behind a pair of safety glasses. He was wearing a bleached white lab coat with the words Dr. Octavius on them, brown pants and brown dress shoes. But what stood out the most was the metal harness around his waist, from which were four large metal tendrils that each ended in four pronged claws. Each one was doing a task, one was pouring coffee into a mug held by another, while one was writing down notes while the other held the clip board. The man himself was simply moving his fingers over the keyboard, switching between the various sensors and the parts of Gargan they were focused on.

Barely sparing a glance at Abacus he said "It's working. The scorpion DNA is beginning to take effect."

"I certainly hope so." Looking at Gargan's continual writhing and screaming, she asked "Out of scientific curiosity, what particular scorpion DNA did you use?"

"Leiurus quinquestriatus," he replied.

"The Deathstalker. Classy. What abilities can we expect?"

Looking at the computer, Octavius said "His muscular structure is being reshaped, increasing his muscle mass while simultaneously his bone structure is becoming denser, both of which should give him the strength to match and exceed Spider-Man."

"Good to start. What else?"

"Enhanced reflexes, agility, and speed; which shall serve him well for when we send him on the hunt."

Abacus smirked, before noticing one of the tentacles holding out a mug for her. Taking it she said "Thank you. I must say those extra limbs of yours come in quite handy."

"Yes, well credit where credit is due, your idea of a neural-link microchip does allow me to use all four arms to do multiple tasks, while freeing my own hands," he held his two real hands and waggled his fingers "for stuff that requires my...personal touch."

"And I assume Gargan's suit will use the same kind of microchip?"

"But of course. And I made sure to make the modifications like you asked, including the weapons. When all is said and done, Mac Gargan will be the perfect spider hunter."

Looking over the schematics she pointed to one part and gleefully said "Let's see Spider-Man try and fight him now."

Crystal Prep Academy was arguably the strictest high school in New York City. You got to class on time, you follow all the rules to a 'T', and you wouldn't have any problems. Fail any one of those and you would find yourself having a rather unpleasant conversation with the principal, Abacus Cinch; a woman who pretty much embodied the concept of "punish first, ask questions later." But she got results; grades never fell below a 90% average and the school was top rated and well funded, having won several accolades and awards on top of the numerous trophies won by the sports teams.

And a few that Twilight had won in academic competitions, not that many (read: any) of the students cared.

Yeah, friends in CPA were hard to come by. Mainly because most of the students hated each other for one reason or another. Sometimes it came from family issues; a divorce here, an overbearing or abusive parent there. Other times it came from a parent's occupation. Once in a while there would be a student who had a family member who was a police officer, lawyer, or judge who put the family member of another student behind bars. Whatever the reason may be, looking for a friend in CPA was the equivalent of looking for an ice cube in the Sahara Desert; unlikely to happen and would probably kill you if you tried.

So it was to no surprise that nobody said good bye to Twilight Sparkle as she opened her locker and pulled out the bag that had her Oscorp ID Badge and her lab coat. Slinging it over her shoulder she turned to leave before she heard her phone go off. Seeing who it was she answered "Hey Spike."

"Hey Twi," Spike replied.

"So, how was your first day at Canterlot Middle School?"

"Oh you know, the usual awkwardness of the first day-"

"-compounded with the awkwardness of being the new kid. Yeah, I know it all too well."

"Yeah. But on the plus side, I made some friends. Two boys named Gallus and Sandbar."

"That's great!"

"We're going to the arcade to play some games, so I might not be home when you do."

Twilight couldn't help but smile. "Alright. Just don't be out too late. And be sure you let Shining and Cadance know where you're going to be."

She could imagine him rolling his eyes as he replied "I know the rules, Twilight. And don't worry, I'll stay out of trouble."

"Just making sure you stay safe, little bro. Have fun!"

"No problem. Gallus bet me ten bucks that he can beat my high score at Sky-Bolt."

Giggling, Twilight replied "He better be ready to hand over the ten bucks. Love ya Spike."

"Love you too, sis."

Pocketing her phone she smiled, feeling very happy for her little brother.

But she was also hoping his friends wouldn't freak out if they ever find out, or if Spike ever revealed, THAT particular secret.

Looking at the time on her watch she pushed the thought to the back of her mind, convincing herself that Spike would be alright. For now though, I gotta catch the bus to the Research Center. Don't wanna be late.

"Yes Celestia, I will be there within the hour. Good-Bye." Hanging up her phone Cinch did her best to hold back the angry growl that was building up in her throat. God I hate that woman.

Deciding to focus on more enjoyable things, Cinch looked at the unconscious form of Mac Gargan in front of her, looking much more muscular than before and the largest majority of his visible veins now green. His fingernails had grown about an inch, curving like claws and dark green. His eyes flashed open, revealing that sometime during his transformation his irises and pupils had turned a uniform shade of pale yellow-green. He greedily drank in air, before looking at Cinch. "Damn. You weren't kidding when you said that stuff was gonna hurt."

She smirked. "Well, the results clearly speak for themselves. We've ran through the scans; you'll now be able to match him in combat. But just to really make sure you'll do the job, we're giving you this."

As she wheeled in a large metal table with a white sheet draped over something, she pulled it off to reveal...

Gargan grinned. "Hell. Fucking. Yeah."

At the lair Flash and Thorax were discussing the possible theories as to Bishop's identity when one of the computers gave off an alert. Thorax immediately brought it up, showing live news footage. "-still no word of who or what it is, but it seems to be some sort of... giant scorpion monster rampaging through Little Italy!"

"A giant scorpion monster," Flash asked. "Thorax?"

"Already on it," Thorax replied while pulling up CCTV footage from Chinatown. On the footage they saw a humanoid figure standing roughly seven feet tall wearing metallic green armor and a green helmet partially modeled after a scorpion's head that kept his face under his eyes exposed. On a closer look they saw that it was a man, though they couldn't tell who it was from the footage. Whoever the man was he clearly had enhanced strength, as he tore a vending machine out of the ground and crushed with his hands bare hands like it was a soda can.

But what seriously surprised them was the very long and very articulated tail attached to the suit, modeled after a scorpion if the sharpened spike at the end was anything to go by. It was clearly well made too, as the man brought the tail down on a car and crushed it, stabbed it with the spike, and then flung it into a building as if it weighed nothing.

Seeing this, Thorax said "So not so much a monster, as a man in a scorpion-themed battle-suit."

Flash had already put on his suit, making sure he had a few extra web fluid cartridges in his belt and some of Twilight's Spider-Tracers. "Well, let's hope he's not one of the poisonous kind."

"Knowing our luck, he probably is." As Thorax turned back to his computer he asked "Should I let Twilight know?"

"I'm sure she's already seen it on the news," Flash replied, pulling on his mask. "Besides, if she's busy with something at her internship I don't want her to have to drop everything and risk losing it just to help us."

"So, only call her if it's an extreme emergency?"

"Hopefully it won't come to that. I mean, how tough can he be?"

As he arrived on the scene, Spider-Man saw the trail of destruction left by his newest enemy, but the scorpion-man was nowhere to be found. "Jeez, this guy really went to town."

Hearing his comm buzz, he heard Thorax say "Look's like Scorpion decided to go topside, heading east."

"I'd say something about the name, but honestly it's too fitting."

Swinging east, he saw the green armored figure jumping off a roof and latch onto the side of a building. "HEY! Wall-crawling's my shtick! You start spinning webs and I'll sue!"

That got his attention, making him turn around to see Spider-Man. "Well, look who finally decided to show up," he growled.

Recognizing his voice, Spider-Man said "Mac Gargan. What the hell are you doing out of Rykers? And where the hell did you get that suit?"

"A gift from the lady who helped bust me out," he replied, his tail rearing up behind him. "She gave it to me, along with the promise of a clean record and a lot of money if I do this job."

"And what job is that?"

At that moment a few plates shifted at his tail, just above the spike, and a large barrel extended out.

"Serving her your head on a silver platter!"

His Spider-Sense immediately went off and he jumped out of the way, just as a large glob of a sickly green liquid shot out of the nozzle and struck where Spider-Man had just been perched. There was a sizzling sound similar to bacon or sausage cooking in a greasy skillet, and when he looked down he saw the green liquid starting to dissolve the masonry and metal that it touched. "Acid. Of course."

Spinning around he shot a web line at Scorpion, only for him to swiftly grab it and yanking him towards him. He stabbed his tail toward him but Spider-Man quickly flipped over it and shot two Impact Webs at Gargan's hands and the end of the tail, sticking all three targets to the wall. Landing on the roof of the building he looked down and asked "So, did you take the job just for the money, or are you still mad that I webbed you to the side of that building and got you arrested the first time?"

"What do you think, you idiot?!"

And with that Scorpion tore free of the thick layers of webbing, his tail lashing out and slamming into Spider-Man's side and sending him flying off the roof and down onto a car below, the roof caving in under him as he slammed into it. "Owowowow," he grumbled, pulling himself out of it. "That tail really packs a punch."

"It clocked in at about 90 miles per hour," Thorax said. "And your scanners are showing that- MOVE!!"

Not questioning him Spider-Man jumped out of the way as Scorpion came crashing down onto the pavement, dodging Scorpion's feet and fists.

But sadly he didn't dodge the follow-up of Scorpion's tail, the spike nicking his arm and sending a shot of pain through it. Jumping back to gain some distance, he shot out an Electric Web and nailed his tail. Electricity coursed through the tail up to Scorpion's neck, causing him to spasm and shake and his tail to move erratically. Spider-Man followed this up by surging forward and attacking Scorpion's exposed face, striking him with several powerful punches. He knew better than to try and punch his suit, as it was more than likely reinforced similar to Shocker and Vulture's suits.

Sadly the electrical charge faded, allowing Scorpion to regain control of himself and block his next punch. "Not bad, Webhead. But guess what?"

Before Spider-Man could reply Scorpion nailed him in the stomach with three powerful punches that knocked the wind out of him. He then followed this up by wrapping his tail around Spider-Man's waist and squeezing him tight, before picking him up and flinging him into the building on the opposite end of the street. As he fell to the ground, Scorpion slowly walked towards him, and finished "You ain't the only one with superpowers this time."

Groaning, Spider-Man managed to get back on his feet and replied "Yeah, I noticed. Gotta ask though, how'd you get them? Cause I seriously doubt there was an ad on Craigslist for- URK!"

The cut off of his sentence was caused by Scorpion wrapping his tail around Spider-Man's neck, lifting him up until they were face to face. Spider-Man managed to stick his hands to his tail, pulling himself up to at least somewhat be able to breathe. Scorpion smirked and replied "You know, when I was lying in that cell in Rykers that you put me in, I fantasized of how I would kill you when I got out. And I can safely say, it's just as satisfying in real life."

Struggling to get air and desperate for a way out of his current predicament, out of the corner of his eye he saw a mailbox. Aiming carefully he snagged it with a web line and said "You've got mail!"

With a quick pull he yanked the mailbox off of the street and into the air towards Scorpion. With his tail around Spider-Man's neck and his attention focused solely on him, Scorpion wasn't able to react in time as the mailbox smashed into the side of his head, sending him to the ground while also causing him to loosen up his tail and letting him escape.

But as he landed, he saw Scorpion get up, his smirk now stretching into a full on grin that sent chills up his spine. Or maybe it was his Spider-Sense.

Because when a villain was smiling or laughing, it usually wasn't good news for the hero. "Please tell me you're smiling because you thought my quip was clever and/or funny."

"I don't think any villain think's your comedy material's funny," Scorpion replied. "I'm smiling because you're already dead." To emphasize his point he pointed the spike on his tail straight down, and from it dropped a few drops of a dark green liquid. Looking at the wound on his arm he saw a tear in his suit that left a shallow cut, and that same cut had the same liquid around it but now slightly dried. "I don't know what the mix is, but the lady said once I get some in you, you've already got one foot in the grave."

The moment he said Spider-Man felt the world begin to sway, his hearing seeming to cut out for a minute before he grabbed onto a light pole to steady himself and holding back a slight amount of nausea. "That's... cheating," he weakly grumbled.

Gargan laughed at that. "This ain't second grade, moron. This is the real world, where everyone will do anything and everything to win."

Chuckling weakly, he replied "Like this."

Before Scorpion could react he fired an Electric Web, nailing him right on his helmet.

And as he was stuck spasming and blinded, Spider-Man used that moment to escape, web-zipping away.

Once he was a good enough distance away, he stopped and got on the comms. "Thorax, what's the suit say?"

"Your vitals are weakening but it's slow. It looks like your spider-DNA is trying to fight the poison. Should buy you some time."

"That's some good news. Hold on a sec."

The camera feed on Thorax's laptop showed Spider-Man holding up two fingers that now had the poison on them, the lenses automatically analyzing it. Thorax read "Ovatoxin-A mixed with Baeocystin. I don't know what the hell this stuff is but it doesn't sound good."

"It's not."

Thorax turned around to see Twilight walking in, putting her backpack down on her work table. "I thought you had your internship?"

"I got out early." Looking at the screen she continued "That mixture is a hallucinogenic neurotoxin that makes the brain create nightmares that your body will think are real. All that, while the poison slowly disables your nervous system before eventually shutting down your brain and organs." Moving over to the medical supplies in the room, she looked over the list and continued "I can synthesize an antidote here, but I need you to get back to base and fast."

"But Scorpion-"

"-will more than likely kill you when the poison makes it so you can't tell reality from your nightmares and you're barely able to move. Get back here Flash. NOW."

"Got it," he replied, sounding a little scared.

As she walked over to the medical supplies, Thorax muttered "Remind me never to piss you off."

"Shut up and make sure he doesn't get lost in dreamland. I swear, I leave you guys for one day. ONE DAY!" She quickly pulled out a vial and carefully measured a few drops and placed them in a separate tube. She repeated it with a different liquid before capping it and putting it in a mixer.

"So, what exactly are you mixing," Thorax asked.

"An extract from an Eclipta Alba flower, which is a natural steroid. I am mixing it with a synthetic atropine developed by Stark Industries Medical Division. Once it's done mixing I just need to inject it into Flash and he'll be fine."

"You're sure?"

She nodded. "I've mixed antidotes before when I was working with the scientists in Oscorp Medical. I know what I'm doing." Looking back at the computer screen she added "Admittedly, this is the first time I've had to make an antidote for a human. Mostly it's just been lab rats and small animals. But the antidote will work."

It has to work.

Spider-Man knew the poison was really getting to him when he started seeing the streets flood with what looked like Scorpion's acid. While he seriously doubted it was actually there he remembered that Twilight said his body would think it was real, so he decided not to take chances and kept to higher ground. All the while his arms and legs started to feel like lead and his vision was starting to fade in and out. And don't even get him started on the nausea. "Ugh. Please tell me that antidote's ready, guys," he slurred out.

"It'll be ready by the time you get here," Twilight replied.

"How you holding up, Flash," Thorax asked.

"I'm seeing the streets of New York flooded with acid."

Twilight quickly replied"You're hallucinating. The acid's not really there."

"My legs and arms are heavy, and I feel like I'm gonna hurl."

"Well you're almost here," Thorax said encouragingly. "And the antidote just got done cooking, so hopefully soon that won't be a problem."

"Fingers crossed."

Landing on the roof of the base he slid in through an open window and opened the elevator, and just managed to get inside and hit the button down before his legs gave out on him, barely able to hear the panicking voices of Thorax and Twilight as his vision darkened.

He dimly remembered seeing the elevator door open and Twilight rushing at him with a syringe before he blacked out...

After he had recovered from Spider-Man's sneak attack, Scorpion had fled the scene to evade the cops, hiding in an abandoned subway tunnel. Safe from the cops he exited his suit and checked it over, thankful that the lady had briefed him on the suit and its functions before they sent him off. He did this because he seriously doubted Spider-Man was going to let the poison kill him. The little shit was just too stubborn to die. And if Gargan didn't kill him then he didn't get paid.

He was just about done making sure the tail was intact when he noticed something.

A small, out of place red dot.

Remembering that Spider-Man had tracked him and his crew back to their hideout with a small tracer, he figured this was a similar one that Spider-Man had managed to get onto his tail during their fight. "Clever little shit," he muttered. He was about to crush it in his hand when an idea began to form. "Oh, this is gonna be fun."

"Flash. Flash. FLASH!"

His eyes fluttered open, only to immediately shield them from the bright overhead lights. Grumbling, he managed to groan out "Five more minutes."

Twilight punched his arm and said "You've been passed out for over an hour."

His eyes snapped open at that. "An hour?"

She nodded and held up an empty syringe. "Fortunately for you, the antidote worked. Give it a few more minutes and you should be back up to full strength."

Sitting upright he saw Thorax working at his computer, checking through various CCTV feeds. Turning around he smiled and said "Well, look who finally woke up."

"A jolly good morning to you too, asshole." He then noticed something was off, before looking down at his bare chest to confirm it. "Uh, where's the top of my suit?"

Twilight blushed heavily. "Y-yeah, about that. Turns out the needle couldn't penetrate the suit's material. And I had to inject the antidote as close to your heart as I could for it to spread the fastest, so-"

"So you had to take it off," he finished. "Okay, that makes sense." Seeing Twilight's very red face he asked "Are you feeling okay?"

"You know it's funny how you were just fine with him being shirtless when he was poisoned," Thorax said. "But now that he's fine, apparently seeing him shirtless is..."

The words died in his mouth as Twilight fixed him with a super-deluxe death glare (which he would no be seeing in his nightmares tonight) so he wisely turned back to the computer and went back to checking the CCTV feeds. Turning back to Flash, now bearing a slight blush of his own, she said "Tony put a machine in here that can fix your suit. Right now it's taking care of that little tear Scorpion made."

"Good." Smiling he said "And, thanks for saving my life."

She giggled. "Well, I kinda owed you for saving me at the Research Center. So, I guess we're even."

"Definitely." Turning to Thorax he said "I put a Spider-Tracer on Scorpion's tail before I got out. Are you-"

"-tracking him? Yeah. He went down into an abandoned subway tunnel and stayed there for about an hour."

"Probably checking to make sure I didn't fry anything on his suit," Flash said, looking at the screen. "Which begs the question, how the hell did Mac Gargan get that suit, and those powers?"

"I'm still stuck on how that scumbag got out of Rykers," Thorax replied. "There hasn't been any reports of a breakout or missing prisoners."

"Unless someone very discreetly snuck him out with the sole purpose of giving him the powers and the suit so he could kill you," Twilight answered. "And I think we all know who that person probably was."

"Bishop?"

"Bishop."

Flash sighed. "Guess he or she's pissed that I put away Toomes and Mason." Turning to Thorax he added "Check into Rykers' systems. Once we take Gargan down they'll probably check all of their prisoners to make sure there's no other escapees. When they run that check, I wanna know if there's anymore guys I put away that got out."

"Can do."

"Also, did my lenses pick up any weakspots on this guy?"

Looking over her screen Twilight said "Not specifically. But I might have an idea on that. When you were scanning his tail it showed that it was receiving signals from something on the back of his neck."

"Which makes sense. His reaction time with it was way too fast for it to be remote controlled by someone else and way too... instinctual to be guided by an A.I."

"Well if you can, bring me whatever's left of that device. It might help clue us in on who Bishop is."

"Can do, Twilight."

Thorax's computer beeped. "Gargan's on the move. Looks like he's heading towards the docks in the Financial District."

Getting up off of the table, Flash asked "How soon until my suit's fixed?"

Half an hour later Spider-Man was surveying the warehouse from on top of a lamp post, thankful that Tony had weatherproofed the suit as it had begun to rain. "No sign of Gargan," he noted. "You guys got anything?"

"Nope. This warehouse hasn't been used in twenty years. CCTV feeds are nonexistent, any security that warehouse had are also down. The only thing that seems to be working that I can tap into are the lights," Thorax replied.

Twilight came on next, saying "Hate to be the bearer of bad news, but that tracer you put on Gargan's been in the exact same spot for the past thirty minutes. I'd say it's highly likely that he found the tracer when he was checking out his suit."

"But the CCTV feeds did catch him heading into the docks and he hasn't come back out. So he's not throwing you off his trail."

"Plus he's getting paid to kill me." Spider-Man sighed. "Which more than likely means-"

"-it's a trap," they all finished in unison.**

Thinking for a few minutes he eventually got an idea. "Hey Thorax, does he have the lights off in the warehouse?"

"Yeah. Why?"

"Remember two months back at our old Testing Ground, when you caused that power surge and made the light bulbs explode?"

"Yes, I remember."

"Why did you make the lights explode," Twilight asked.

"It was an accident! I was trying out my hacking skills after I tapped into the warehouse's lights. I was just trying to turn on the lights, but I entered the wrong program. I did turn them on, but I ended up causing a power surge. The bulbs couldn't take it, and Ka-Boom."

"So, you made a rookie mistake."

"Well, yeah. And it sucked, because it was a cloudy day so it was dark in the warehouse. The bulbs got so bright before they exploded that they... blinded us..."

"I see where this is going," Twilight said, no doubt smirking.

Smiling underneath his mask Spider-Man asked "Can you do it, Thorax?"

He heard Thorax laugh. "Already setting it up. Just say the word and we'll flashbang that S.O.B."

"Speaking of which, did you make that modification to my lenses Twi?"

"Yeah, I finished it yesterday before you went out on patrol."

"Thank you, Twilight. You are awesome."

"I know."

He heard Thorax snicker before he stated "You're blushing again." THUD! "OW!"

"Guys? Focus." I swear, sometimes it feel like I work with children.

Opening the skylight window, Spider-Man lowered himself down on a web line into the dark interior of the warehouse and looked around. "No sign of our poisonous friend yet," he whispered. He then bent down and picked up the discarded Spider Tracer. "But I found the tracer I put on him. Right out in the open."

His Spider-Sense went off and he looked up, immediately jumping out of the way from a glob of acid that shot down from above, melting the concrete right where he'd been standing. He looked up and saw Scorpion on the ceiling, aiming his tail at him. "Surprise, Spidey!"

He shot another acid glob at him, but Spider-Man web-zipped out of the way. He then promptly dodged Scorpion attempting to jump tackle him, and twisted out of the way of his stinger. "Sorry Scorpion! You're not poisoning me a second time."

Before Scorpion could retort Spider-Man jumped, using the tail as a stepping stone and front-flipping over him and getting a good view of his back.

And right where his neck met the base of his tail was a black and green disk, the green parts glowing like neon. Target acquired. Now for the plan.

As Scorpion charged at him he web-zipped to the ceiling, sticking there and looking down at the annoyed man. "Get down here and fight me like a man," he growled.

"No thanks," he replied. "I'm just waiting up here to activate my plan."

"Plan? What plan?"

"Well, allow me to ENLIGHTEN you!"

Hearing his cue, Thorax activated the program. "Let there be light."

The lights suddenly surged on, growing so bright within the span of a few seconds that they looked like miniature suns. The sudden brightness from the lights, which Mac Gargan was looking right up into thanks to Spider-Man, gave him no time for his eyes to adjust to the light and sent searing pain through them. While he was loudly, viciously cursing and rubbing his burning eyes, Spider-Man dropped down onto Scorpion's back, dodged his flailing tail, and grabbed the disk on his neck. "This looks important!"

With a swift yank, he tore the device from the suit and was rewarded with the tail shuddering before falling to the ground, limp and lifeless. Scorpion, his eyes now somewhat recovered, tried to move but the tail was a lot heavier and kept him mostly anchored to where he was. "DAMN IT!"

Webbing the device to a wall to grab later, Spider-Man said "Not so tough without your tail, are you?"

Scorpion glared before, to Spider-Man's surprise, the front of the suit split apart and Mac Gargan stepped out of the suit, revealing that he was wearing a skintight black mesh suit underneath it. He cracked his knuckles and said "I don't need that suit to kick your ass. What about you? You anything without your fancy gadgets?"

Spider-Man stood there for a moment, before pulling the web shooters off of his wrists and setting them on the ground. He then cracked his knuckles, made a 'come hither' gesture and replied "Let's find out."

Gargan charged forward, throwing a right hook at Spider-Man's face. He blocked it and threw his own punch, slamming Gargan in the chest and following up with a kick that sent him staggering. He pressed on the attack but Gargan ducked and punched him in the stomach followed by a strike to his jaw. Quickly recovering, Spidey stomped down on Gargan's foot and nailed him with multiple jabs to his chest. He then followed up with a roundhouse kick that nailed him right in the side of the head. This went on for a few moments as both took shots at each other, occasionally dodging each other's attacks when necessary.

But Gargan managed to get the drop on him, slamming him against a wall. He then wrapped his hand around Spider-Man's throat and lifted him into the air, choking him for a few seconds before slamming him down onto the ground WWE Style. Gargan then wrapped both hands around Spider-Man's neck with a crazed look in his eyes, and he said "Once you're dead, I'll find out who you are. Then, I'm gonna hunt down your friends and family. And I am gonna enjoy killing each, and every one of them."

That was the absolute worst thing to say, as a cold fury took over Spider-Man and he brought his foot up...

...right between Gargan's legs.

The immense pain forced Gargan to let go of Spider-Man's neck, who sat up and smashed his head into Gargan's chin, knocking him off of him. He then leaped forward and started punching and kicking Gargan relentlessly; breaking his nose, several of his ribs, and one of his arms. He finished it off with a powerful right uppercut, impacting against Gargan's jaw with a sickening CRACK!! Gargan was sent flying in the air, before crashing on the concrete. Fortunately, his mask's sensors showed he was still alive.

Granted Spider-Man had broken several of Gargan's ribs, his arm, his nose, and now his jaw was broken and missing a lot of his teeth.

Standing over his barely conscious body, Spider-Man said "Word of advice: NEVER. Threaten the people I care about."

Before Gargan could reply Spider-Man nailed him with one more punch, knocking him unconscious.

Shining Armor sighed as he looked at the report he just got from Rykers Island.

After they DNA matched Mac Gargan, they did a check off all the prisoners they had to see if there were anymore missing prisoners.

To their shock Gargan had been one of three who had somehow been swapped out with, of all things, robotic duplicates that looked, talked, and acted exactly like the people they were designed to look like. The exact details of how they got swapped out were unknown at this time, but needless to say it was definitely something to be concerned about. As it was Oscorp was now being called in to overhaul the security system and find any flaws or glitches and fix them.

But that still left two prisoners out and about, with Gargan having been the first to be brought back by Spider-Man.

"Penny for your thoughts, Lieutenant?"

Shining turned around to see Spider-Man, leaning against the side of the Precinct's security tower. Shining replied "Just got a report from Rykers. Three prisoners were somehow replaced with robotic duplicates."

"Yeah, I was actually coming to talk to you about that."

"I'm not even going to ask how you know about it," he grumbled. "And I take it you also know who they are?"

"Well, I already took care of Mac Gargan-"

"You sure did a number on him. Guy's gonna be in the infirmary for months."

"He threatened my friends and family. Anyway, that just leaves the other two: Flint Marko and Alex O'Hirn. And all three of them were some of the earliest guys I took down."

"I know, I was the one who made the official arrest on them. What I'm stuck on is how Gargan somehow got that suit, and apparently also got superpowers." Seeing Spider-Man fidget he asked "I take it you have a theory on that?"

Explaining to him their theory about Bishop being behind this, Spider-Man finished "We're analyzing that device we pulled off of his suit. Hopefully it'll clue us in on who they are and where the hell they're getting their tech."

"Well once you're done with it-"

"-I'll make sure to put it on your desk. Well, later Lieutenant."

As he swung out of sight, Shining sighed again. "Just what New York needs. MORE supervillains. I'm getting too old for this, and I'm only twenty four!

'And how the hell is he going to get that device on MY desk?"

Cinch sighed as she watched the news footage, seeing Gargan and the suit being loaded up by the police. "Well, that was not the outcome I was hoping for," she said. She then smiled. "But still, I got a lot done today."

She looked at the center of the complex she was in, revealing a large machine with several large cables, various wires, and tubes linked to a large tank big enough to fit a person in. The machine itself looked like a larger modified version of the Tachyon Prototype, a massive ring of metal with several cables and lights running along its length. The original Tachyon Prototype was placed inside of the ring near the ground. Lined along the outside of the ring were seventy of the still missing Energy Cores, no doubt to power the device.

Looking at a computer screen beside her, she said "It still needs some work, but it should be finished by the time the Friendship Games roll around by the end of May. Then I'll just need to get a missing ingredient and move forward with the plan."

She plugged a flashdrive into the computer, pulling up a file and revealing a circular device that looked like an amulet. The schematics showed a powerful energy scanner as well as storage room for said energy. She grinned. "And Miss Sparkle's research is going to help me with that."

Author's Note

*Okay, so to help me keep track of the passage of time throughout the story, I will now be putting up the date storyverse-wise. Sorry if it seems stupid but it's mainly because I want to line up certain plot points within a certain time-frame, and I don't want to constantly pull out my notebook to remind myself. Plus it will help you, the reader, keep track of the passage of time. So, win-win all around.

**

That meme will never die.

So yeah, a lot of the events of this chapter involving Scorpion are borrowed from the 2018 Spider-Man PS4 Video Game, primarily the hallucination of the streets of New York flooded with acid and Harry Osborn dying from some unknown disease and Norman Osborn desperately trying to find a cure for him. I hope you guys liked my version of Mac Gargan Scorpion. And I hope nobody minds what I did with Norman Osborn in this fic.

We also get some hints at to what's going to happen during Friendship Games, as well as what she's using the tech she stole for. What does it all lead up to?

Keep reading to find out.

Chapter 9: Enter Sandman

-Friday April 6th, 2019-

"The police still have no leads on the other two escaped convicts, but the NYPD has assured us that they are doing everything in their power to find them. No other information has been made clear at this time but residents are advised to immediately report any sightings of these men to the police. In other news, Filthy Rich is moving forward with his plans to-"

Thorax exited out of the news feed on his phone and said to Flash "Well, this is good. At least the NYPD are looking for these guys and Bishop."

It was a free period and Flash and Thorax were in the library, looking at a news feed on Thorax's phone while Flash finished up a bit of Math homework.

"True. But it's also gonna be an even bigger pain in the ass. Bishop was keeping a low profile before. And while they didn't mention anything about Bishop, since I have no doubt Shining Armor wants to keep it quiet, if they're anything like most criminal masterminds they'll have eyes and ears everywhere."

"Including law enforcement?"

"Especially law enforcement. More than likely they've heard their codename being used-"

"-which means they're going to go from 'low profile' to 'damn near invisible' now." Thorax sighed. "So, how are we going to find them?"

Flash thought about it for a few seconds before asking "Did we ever find out what the missing tech from Oscorp was that's still missing?"

Thorax shook his head. "Nope. My hack into the Research Center only got me as far as Project Icarus. The rest of the tech that's still in Bishop's possession is still a mystery and Oscorp still ain't talking to the NYPD, FBI, or anyone else." Seeing the look on Flash's face he asked "I take it you have an idea?"

"Yeah. But we're definitely gonna need Twilight's help for this."

Abacus Cinch looked at the man in front of her; six foot six with short brown hair, brown eyes, and a physique akin to most football players. This was Flint Marko, a common criminal who was wanted for petty theft alongside his partner Alex O'Hirn. Both of whom had been recruited and readily accepted the deal.

Thought Flint had noticed that O'Hirn wasn't there. Concerned for his friend he asked "Hey, where's Alex?"

"Where still getting some of the materials for his enhancements," she replied. "That and while he was at Rykers he sadly got a light case of food poisoning, and believe me when I say he'll have a much better chance of surviving the process when he's at full health."

He nodded, remembering that Alex did look a little pale when they got to this place. "Alright. Is he gonna be okay?"

"He's being looked over by my medical staff. He'll be fine in a few days."

Flint then looked at the machine in front of them. It was a glass tube with two large machines on either side that looked like something out of a Frankenstein movie (which did little to alleviate the bad feeling he was currently having) and a large amount of sand on the floor of the tube. "So, what exactly is this thing gonna do to me?"

"I'll spare you the more scientific details, but basically it's going to bind that sand to your skin cells, granting you an extremely dense silicon-based armor. It will make you bulletproof and far stronger than before."

"Enough for me to squash that pain in the ass bug-man?"

"More than likely."

Looking at the machine again, he asked "This ain't gonna hurt, is it?"

"Just some mild discomfort from the energy being used. Nothing you shouldn't be able to handle."

Pushing down the bad feeling he had he stepped into the tube, Cinch tightening the restraints on his arms and legs. She then closed the tube, making sure it was sealed before exiting the room. Once on the other side she looked at Doctor Octavius, who didn't even spare her a glance and said "It's ready."

Smiling, Cinch flipped several switches before pushing the activation button. "Then let's begin."

The machines around the tube began to hum before the room was bathed in a green glow. As this happened the sand at the bottom of the tube was soon lifted off of the ground and flung violently around like a miniature tornado. The sand whipped and tore at Flint, giving him the feeling of being inside of a sandstorm. It hurt but it wasn't that bad.

But then it got worse. Much worse.

He suddenly started to lose feeling in his hands, and as he looked down he was horrified by what he saw.

His hands, feet, and even his clothes were turning into sand and falling apart!

"Hey! HEY! TURN OFF THE MACHINE! TURN OFF THE MACHINE!"

There was no answer to his pleas, and the machine didn't turn off.

And in less than a minute, Flint Marko was gone. All that was left was a now slightly larger pile of sand.

Cinch had watched the whole thing impassively, her face betraying no emotion whatsoever. "Well, that was a failure. I suppose we'll just sweep him up and try again."

"Right. I'll activate the- Hmm?"

She paused when she saw the pile of sand start to move, rising up from the ground. It eventually began to form a head, torso, and arms (and hands, though no fingers yet.) As the seconds rolled by the rest of the body was formed, slowly gaining definition though no color, yet.

Octavius and Cinch watched all of this was a sick sense of awe. "Incredible," Octavius said. "Instead of binding the sand to his cells, the energy somehow matched his body's atomic structure to match the sand itself."

"Indeed." Cinch smiled. "It's definitely going to be interesting seeing the wallcrawler try to-"

CRASH!

They both looked to see the now more defined Flint Marko smash through the tube, roaring in anger "WHAT THE HELL HAVE YOU PEOPLE DONE TO ME!?" His right hand turned into a hammer, which he slammed onto the observation window. "ANSWER ME! I KNOW YOU'RE IN THERE!"

Turning on the microphone, Cinch said "Excuse me, Mister Marko? If you would kindly calm down-"

"DON'T TELL ME TO BE CALM, BITCH! ESPECIALLY NOT AFTER THIS!" He gestured to himself, still without color.

Cinch pinched the bridge of her nose. "This is going to be a long day."

Shining Armor took a bite out of his burger while he waited for Pharynx in the diner. After the commissioner gave him that file on his friend, needless to say he had some questions for him.

Fortunately he didn't have to wait too long, as Pharynx soon arrived and sat down. "So," he asked "why exactly did you call me to meet you here? You didn't sound like you had good news."

He didn't say anything. Instead, Shining Armor pulled the file out of his bag and laid it down in front of Pharynx. "Recognize this?"

Pharynx seemed confused, before opening the folder and reading the contents. He was shocked for a second before sighing and asking "How did Crush get this? The only people who have this were-"

"He has some friends in high places who owe him favors. Now-"

"You're not gonna arrest me, are you?"

Shining shook his head. "No. I read that part of your file where you got interviewed by Federal Agents and took some very advanced Lie Detector Tests. By the way, how advanced where they?"

"S.H.I.E.L.D. created super-polygraphs that are designed to catch a lie before the subject even makes it. Trust me, Black Widow tested it and even she couldn't sneak a lie past it."

"Well according to your file and the U.S. government, you're clean. But that's not why I'm here." He took another bite from his burger, swallowed, and said "What I can't understand is why an agent for a UN funded anti-terrorist organization, now dismantled, is now working as an investigative journalist for The Daily Bugle."

"What's there to understand?"

"Well, according to your file you were part of S.H.I.E.L.D.'s Investigative Unit, and you have a plethora of skills in nonlethal takedowns, Crime Scene Investigation, and Forensic Sciences. You busted several cases that most police officers in the countries you worked in couldn't solve, and brought down some VERY dangerous people. With your skills you could've gotten a job at the CIA, FBI, hell even the NYPD."

Pharynx nodded. "I know that and I tried. But I ran into two problems. First off, for the most part the higher ups of those agencies can't be bothered to tell the difference between S.H.I.E.L.D. and HYDRA. I've talked to a few of my old buddies who weren't HYDRA and the few that were able to get in are constantly getting a hard time because of that fact."

"Okay, that makes sense. But I'm sure you'd be able to deal with that."

"True. But what I can't deal with is the second problem. My mother."

"Oh. That makes more sense."

Pharynx and Thorax's mother wasn't exactly a good person. No scratch that, she was one of the worst.

Three years ago there had been a slew of abductions in New York City of people ranging from the age of fifteen to thirty. The whole city had been in a panic during the time, with every law enforcement agency and S.H.I.E.L.D.'s Investigative Unit investigating to try and find the culprit. Eventually SH.I.E.L.D's Investigative Unit caught a lucky break, finding some of the missing people and getting the evidence to nab the person behind it all.

And the person in question was none other than Chrysalis C. Ling, the CEO of the Scarab Corporation, one of the biggest supplier of medical equipment in the USA. This came as a shock to many, least of all her two sons who had no idea what she'd been doing.

But the biggest shock was what the people had been abducted for.

Apparently the Scarab Corporation was running some less than legal dealings in their back rooms. Specifically, an organ harvesting ring. The abductees would be held for days in cramped cells while waiting to be pulled out to have whatever organ or organs they needed/wanted.

And should the abductee in question lose an organ that would be vital? They would then strip them down to the bones, quite literally. They would take every organ that was salvageable, and then drain every drop of blood in their bodies, all of which would then be put in cold storage until a customer came along.

Fortunately a joint S.H.I.E.L.D., FBI, and NYPD S.W.A.T. task force raided the place and saved the abductees and arrested everyone involved; though sadly 137 of the abductees hadn't made it.

Chrysalis had been nailed with the maximum sentence, and would have been given the death sentence. But as it turned out her organ harvesting ring had managed to get a clientele that included drug kingpins, international crime lords, several terrorist leaders. In exchange for the names and information, her sentence was reduced to life in prison with zero chance of parole or visitation. To this day she was locked up in a special isolation cell in the maximum security wing at the Raft, guarded at all times by ten guards instructed to kill her the moment she ever try to escape.

Unfortunately, Chrysalis's identity was somehow leaked to the press. So Shining could imagine just how hard it had been for Pharynx, and possibly Thorax in the future, to try and get out of the shadow of their mother.

A thought occurred to Shining as he processed this. "It was you, wasn't it? You were part of the team that brought her down."

Pharynx nodded, sighing. "I made the arrest personally. Not every day you get to lock up your own mother." He took a sip of his coffee and said "You know, looking back I always thought something was wrong with my mother. And not just in the 'she never hugs me enough' or the 'she pays more attention to my little sibling than she does me' way. I mean she always seemed cold, emotionless, often like she doesn't even really care about me or Thorax. I never knew she was a frigging sociopath* who couldn't see the wrong or the horror in what she was doing."

"You'd be surprised what you don't know about the people close to you," Shining Armor stated. "An old friend of mine in college, he seemed to be a pretty normal guy."

"Yeah. So what was his problem?"

"Turns out he was the son of an arms dealer. Last time I saw him, he had taken over his father's business and I was the one to arrest him. Needless to say we won't be playing Ogres and Oubliettes again anytime soon."

Pharynx chuckled at that. "Yeah. So, you're not mad at me for not telling you that I used to be with S.H.I.E.L.D.?"

"Hey, we all got our secrets man. Trust me."

"So, we're good?"

"Yeah. But there's been rumors that S.H.I.E.L.D.'s still around, just operating mostly in the shadows. You wouldn't happen to know anything about this, would you?"

Pharynx shook his head. "If you had bothered to read everything in my file, you'd know that I 'retired' from S.H.I.E.L.D. shortly before The Fall so that I could look out for my little brother. Honestly, aside from some old buddies and a few contacts I made back in the day, I've had zero contact with anyone or anything having to do with S.H.I.E.L.D."

Looking to that part of the file and seeing he was right, Shining said "Okay then. Just wanted to make sure."

"Hey, with Chrysalis locked up I'm the only family Thorax has left. Last thing I need is to get dragged into some international incident that greatly increases my chances of getting tortured, maimed, or killed."

"Considering you've gotten stabbed and had your ass dragged out of a firefight, I can understand that."

Pharynx's phone buzzed as he got a text. Reading it he said "Well I'd better get going. I'm meeting with an old friend for some drinks."

"I gotta get back to the station too." Picking up the check Shining said "See you around. And stay out of trouble."

Chuckling he asked "Is that the cop talking or my friend talking?"

Shining chuckled. "Both."

"You're crazy," Twilight said. "Absolutely. Bonkers."

It was after school and the gang had all met up at the lair. Once Flash explained the situation to Twilight about Bishop, he proposed his idea.

Since they doubted Bishop would just announce where they were or who they were, he figured maybe they could track down the Oscorp tech that was still missing; or, at the very least figure out what they were planning to do with said tech. Since they couldn't get in through Thorax's hack in the Research Center, they'd have to find another place for Thorax to hack.

But that was a problem in itself; Oscorp had multiple buildings scattered across Manhattan, ranging from research facilities to testing areas to power plants. While they could cut out a few of those, it still left way too many places to try and hack into to find what they were after.

So Flash got the brilliant (read: insane) idea. Why not go straight to the source?

"You realize that Oscorp Tower is essentially the nerve center of everything that is Oscorp," Twilight asked in disbelief. "That place isn't just office space; it's got its own labs, testing facilities, living quarters, and row upon row of server farms. Even if you did get inside, it would take days if not weeks to find what we were looking for unless someone inside told you where to find it."

Flash nodded. "I know. But I'm not going to do that. I'm going to go for the nerve center, within the nerve center."

If it were possible for Twilight's jaw to drop any further, it would have. She then took her glasses off and facepalmed. "You can't be serious."

"I am."

"You want to break into Norman Osborn's office. A place that has enough security measures and systems to rival the White House. And you want to hack into his computer, which is probably just as secure." Seeing that he was in fact being serious she asked "Are you out of your mind? Wait, don't answer that. I already know."

"It actually won't be that hard to break into his computer," Thorax said. "Once you secure an uplink between our computers, I can work my magic and he'll never know. I've even got a program primed for something like this."

Twilight sighed. "That's not the problem. The problem would be getting you into the top floor, which IS his office. Since I doubt you're going to just walk in through the front door, you're more than likely going to try and crawl up the outside of the building. Besides the obvious security cameras, there's no telling what other security measures they've put in place in the event of corporate espionage."

"They really think someone's going to crawl up the side of the tower and try and break in," Flash asked.

"Isn't that what you're planning on doing," Twilight asked.

"Yes, but I have spider powers, so it would make sense for that. Most corporate spies don't. So why would they-"

"It doesn't matter. Either way, it's not going to be easy."

Flash nodded. "I know that. But this is obviously the best and fastest way to figure out what Bishop is up to. And I doubt Norman Osborn's going to just give Spider-Man the info if he asks him nicely."

"Yeah, fair point." Realizing he wasn't going to change his mind, she asked "What do you need?"

"Thorax is working on getting the info on what kind of security they installed, especially since they probably overhauled everything because of Toomes. Once he has that intel, we'll go from there."

"And in the meantime, we'll have to deal with either Flint Marko or Alex O'Hirn becoming supervillains," Thorax said as he worked on programming the bug they were going to put into Osborn's computer.

Flash rolled his eyes. "Yeah, just what I need." Grabbing his costume he said "I'm going out on patrol. Let me know if something comes up."

Abacus and Octavius looked at Flint Marko, now looking completely human and in his former colors. After taking a few hours to calm him down they explained what had happened to him, and how his new abilities were actually a lot better than the silicone armor they were aiming for.

Changing his hand into a hammer, and then a mace, he couldn't argue with that.

Talking into the microphone, Cinch said "Don't forget our deal, Mister Marko."

He rolled his eyes. "Yeah yeah. I squash the spider, I get a clean record and a big score. Consider it done."

And with that, his body turned into a cloud of sand and flew in through an air vent. Octavius blinked. "Well... He could have used the door."

Meanwhile on the surface, the cloud of sand that was Flint Marko drifted out of the air vent and reformed into his human form. Now, how do I get Spider-Man's attention?

As he turned the corner he saw a bank, and a grin stretched across his face. Heh. I get his attention and make a little money on the side. Win-win for everyone except the bug.

Dropping down from the tree, Spider-Man said ""Mission accomplished."

He promptly turned to the ten year old girl and held out what was in his hands, a small black cat with yellow eyes. The girl eagerly accepted the cat and said "Thank you Spider-Man."

Smiling under his mask, he replied "No problem. I'm a sucker for cute cats." Giving said cat a boop on the nose, he said "Might wanna keep a closer eye on this little guy."

The girl giggled and said "Actually, Felicia's a girl."

"Oh. It's so hard to tell sometimes." Ruffling the girl's hair he said "You be careful going home, okay?"

"Okay!"

As she ran off with her cat in her arms, he heard Twilight say "Aww. That's so cute."

"I'd like to see Jameson try and screw you over on this one," Thorax added.

"Knowing him, he'd try and find some way to make it look like I took the cat or something." Grabbing his camera that he had webbed to to the wall he added "Least I got some good pictures for the Spidey-Blog."

"Gonna have to wait to send them. Just picked up some police chatter, a bank in the Financial District is being robbed by... Seriously?"

"What?"

"They're saying it's Flint Marko, but he's... apparently made of sand now? What the actual hell do they mean by that?"

Coming up on the bank he said "Considering he's more than likely gotten superpowers from Bishop, I'd say anything's possible."

His Spider-Sense went off, just in time as the doors of the bank were blown off their hinges by a massive blast of sand, surprisingly having two large duffel bags held inside of it. Landing on the street in front of it, Spider-Man was then surprised when the sand began to gather together and form into- "Hey Flint," he said jovially. "So, I take it you followed Mac Gargan on the superpowered supervillain train?"

"Yeah. The lady who gave me this was actually just trying to give me some sort of sand armor. But this-" He transformed his fists into hammers. "-THIS is much better."

Flint charged at him, but Spider-Man easily dodged his strikes and threw a punch at his face. It connected, but to his shock the moment it made contact Flint's cheek exploded in a shower of sand. "Oh god! I am so sorry! I-"

The words died in his throat as Flint's cheek reformed, sand filling up the gap and transforming to look like his actual cheek again. "Ah, don't worry about it," Flint said. "'Tis but a scratch."

Flint threw a punch that caught Spider-Man in the chest, only his whole arm turned into sand and extended, slamming Spider-Man into a building on the other side of the street and leaving a nice imprint of himself in the bricks. Pain shot up through most of his body as he made impact. Never knew sand could hurt so much.

Smirking as he walked over, Flint said "Oh man. You have no idea how good that felt." before he threw another giant sand punch.

Fortunately Spider-Man was able to flip out of the way, sticking to the building above him. "Sorry mister Sandman, but I'm not ready to go to sleep yet."

Flint rolled his eyes. "Really? Sandman? That's the best you can come up with."

"Well I was thinking Mister Beach or the Living Sand Castle, but the first one was already taken and the second one just sounds silly." He chuckled. "Wait, I got it! Lord Litter Box!"

Flint groaned. "Sandman it is. Now, where were we?"

"Last I checked, I was planting my foot firmly somewhere between your lungs and colon."

Smirking, Sandman shifted his body until there was a nice size whole in his torso. "Go ahead. Take your best shot."

Sweat-dropping, Spider-Man replied "Okay. Well I guess I'll just- WHOA!"

He immediately jumped out of the way of another one of Sandman's fists, before web-swinging away. "Guys, need a plan!" Dodging a blast of sand he added "Need a plan fast!"

"I'm looking at the data your suit picked up right now," Twilight said over the comm. "Based on what I'm seeing his whole body is now entirely sand."

"Yeah, I figured that. How do I stop him?!"

"Well for one thing I recommend keeping him away from Coney Island. He gets anymore sand to play with this situation can get much worse. Other than that, best I can say is we either wash him away with water or find the world's strongest vacuum cleaner and suck him up."

"I sincerely doubt there's any vacuum cleaner that can hold him, and isn't there a chance that washing him away with water might kill him?"

There was a second of silence before Twilight replied "With how he is now, I'm not even sure he can be killed."

Thorax then said "Wait, guys I might have an idea."

Dodging several punches and sand blasts, Spider-Man asked "What?"

"There's a construction site about two blocks down that was pouring cement today. Everyone's on lunch break right now, but from what I'm seeing their cement mixer's still going."

Understanding what he was getting at, Spider-Man swung away and yelled "Hey Sandy! Come and get me!"

Taking that as a challenge, Sandman turned himself into a cloud of sand and flew after him.

Getting to the construction site ahead of him, Spider-Man landed in front of the cement mixer. Seeing the crew he yelled "You guys need to get out of here! Now!"

Seeing the living sand cloud coming from over the fence, the foreman wisely decided to follow his advice. "Clear out and give Spidey some room!"

As they proceeded to do so, Spider-Man dodged one of Sandman's hammer strikes and landed next to the foreman who was about to leave. "Quick question; how do I pour the cement in your mixer?"

"Big red release lever on the right side. Why?" Seeing Spider-Man jerk his thumb at Sandman, he said "Try not to use all the cement. That stuff ain't cheap."

"Got it. Now go!"

Once he was gone Spider-Man perched on top of a loose construction beam. "Hey Sandman! Heads up!"

With that he grabbed a hold of the beam, front flipping forward and bringing the beam down onto Sandman, smashing him into a loose pile of sand...

...that immediately shot forward and slammed into his stomach, taking the form of Flint Marko again. As Spider-Man was knocked back, Sandman changed his hands into hammers again and deadpanned "Really? 'Heads up?' That's the best you could do?"

"Oh, like you could do any better!" He promptly followed this by firing web shots at Sandman, but the shots either went right through him or didn't slow him down at all. Dodging a hammer strike, Spider-Man flipped over him and shot several Impact Webs down on him, effectively cocooning him. Landing and seeing that he wasn't breaking free, he said "Huh. Maybe I won't need-"

The words died in his throat as solid sand spikes stabbed through the webs, before shifting through the holes and reform into Sandman again. "Okay, maybe I will need that cement," he muttered.

He was about to fire another Impact Web before Sandman extended his arm and grabbed him throwing him against the cement tank and knocking the wind out of him. As he walked up to him, standing right under the mixer, he said "You've always had the advantage before because you were the only one with powers. But now King Sandman reigns supreme!"

Firing a web line and snagging the release lever, he said "Your Majesty; allow me to build a statue in your honor!"

And with a swift yank he pulled the lever, and the mixer dumped a generous amount of concrete on the unsuspecting Sandman. He immediately got up and closed it, just in time to see Flint Marko try to get out of the cement.

Fortunately for him, unfortunately for Sandman, the cement hardened just in time. "Not exactly what I'd call high art, but I like it." Seeing the foreman he said "Good news, you guys should still have plenty of cement."

"Thanks. We called the cops while you were dealing with him. They should be here soon."

"Great. Now if you'll excuse me, I need to go get the sand out of my suit."

Cinch looked over what she'd been working on all day while Flint Marko, or Sandman as the news was calling him, was out keeping Spider-Man distracted. It was the armor she wore as Bishop, specifically with the breastplate opened up and revealing its inner workings. On a holographic screen were the details of Twilight Sparkle's device, which the girl had dubbed as the Arcane-O-Meter (Seriously?) "Hmm. A few more adjustments and it should be complete," she said to herself. "Then I just need to test it to make sure what I absorb won't overload my primary power source."

At that she looked behind her gigantic machine, focusing on a single sport right in the cent of it all. If an ordinary person were to look closely they wouldn't see anything odd.

But Abacus was anything but ordinary, and so she could see something; a slight gap, a tear, in the air that had just the faintest glow of purple.

Smiling she said "Soon, that little tear will be something much bigger. But as it is now I'll be able to extract what I need to pay off Norman Osborn for helping me. After that, I just have to wait." Her smile turned into a full on grin and she finished "And it'll be worth it. The next Friendship Games will be one for the history books.

'And a day that the world will never forget."

After getting scrubbed in the shower Tony had set up in their base (which in the event of emergencies also functioned as a chemical shower for the suit) Flash got dressed in his civilian garb and met up with his team. "Okay, " Flash said as he finished drying off his hair. "Marko's taken care of. That just leaves O'Hirn."

Thorax nodded. "Yeah. Not looking forward to what Bishop's gonna give him."

"Bishop must really want me dead for what happened with Vulture and Mason."

Twilight looked up from the computer she was working at. "I'm not so sure that's what this is about." Seeing she had the boy's attention, she continued "Think about it for a second. Mason said that them stealing that last device was the last job she hired them for. Considering there's been no other tech thefts from Oscorp since we took them down, this leads me to believe that she already has all the tech that she needs for whatever her plan is."

Thinking about it, Flash realized she was right. "Go on."

"Bishop breaks out three guys who have a history with you and are holding a serious grudge. She gives them superpowers and offers them a large sum of money if they kill you, as evidenced by when Gargan said this."

She pushed a button and a clip from his fight with Scorpion played:

"A gift from the lady who helped bust me out," he replied, his tail rearing up behind him. "She gave it to me, along with the promise of a clean record and a lot of money if I do this job."

Stopping it she continued "And while I don't doubt she'd be ecstatic if Gargan had killed you, when he didn't she just sent Marko, and will no doubt send O'Hirn next. But, why? The suit she gave Gargan had very advanced hardware and at least three gallons of pure and undiluted hydroclouric acid, which is not cheap. While Marko didn't have anything like that I doubt the method in which he gain his powers was...cheap. The same will probably be said with O'Hirn when he gets whatever it is he's getting. So, why would she pour all of this money and resources just to kill you?"

Some of the pieces were starting to come together, and Thorax was the first one to say what they were thinking. "Gargan, Marko, and O'Hirn aren't assassins."

Flash nodded. "They're distractions. While I'm fighting these guys, she's God knows where setting this tech up for her master plan, which we still don't know what that is." Sighing, he said "We need to find out who she is and take her down. Fast. If she keeps making supervillains like these guys she might end up tearing the city apart."

"I agree," Thorax said. "Um, quick question though. Not to be sexist or anything, but why do you two seem to think Bishop's a woman? "

"Both Scorpion and Sandman referred to the person who gave them their powers and abilities as a lady," Twilight replied. "And you would think that might just be a female scientist working for Bishop, but then Gargan also said that the same lady was the one who offered him the job to kill Spider-Man. Factor that in with Toomes and Mason saying Bishop would give them their job details personally, and all signs point to Bishop being a woman."

"I cannot argue with that logic," Thorax replied. "So I guess that means double-time on our Oscorp infiltration?"

Flash nodded. "Yeah. Get us everything on their exterior defenses." Looking to Twilight, he asked "In the meantime, did you get anything from that device I grabbed off of Scorpion, Twilight?"

Twilight winced. "Sorta-kinda. I ran some scans on it, and I was able to find out that this device was somehow able to sync Scorpion's brainwaves to his tail without any sort of complex surgeries into his nerves or spine, and without messing up said things when you removed it. It's... scientifically speaking, just incredible."

Flash sweatdropped. "Your weird fangirling aside, if you know what it is then what's the problem?"

"Well it's one of the most advance pieces of tech I've ever seen that's NOT alien, which is already going to make it a pain since I REALLY don't want to damage it, but that's minor. No, the main problem is that whoever built it designed it so that if someone tries to tamper with it or tries to access the inner workings, the main power cell overloads and fries all of the interior components. And since those components are probably our best chance of finding a clue, I can't let that happen."

"So dissecting it is going to be a pain in the ass," Thorax asked.

"Yeah." She then smiled and added "But hey, I like a challenge."

Everyone laughed at that.

Author's Note

First person to see the Metallica reference gets a muffin. Assuming Derpy doesn't eat them all.

So in this chapter we find out more about Pharynx's backstory and his evil mother, we get Flint Marko becoming Sandman, and we see Flash and company trying to find out more about who they're up against. So all in all, just an averaged chapter in a fanfic inspired by a comic book and a show about pastel colored ponies. :pinkiehappy:

* I looked it up. The definition of sociopath is:
-a person with a psychopathic personality whose behavior is often antisocial, often criminal, and who lacks a sense of moral responsibility or social conscience.
Link here: https://www.dictionary.com/browse/sociopath
Not to be confused with psychopath, though the two are pretty close and easy to confuse.
That being said, I am not a psychologist so if I or dictionary.com are wrong, feel free to correct me.

That's all for now. Tune in next time when our favorite superhero tries his best not to get squashed by THE RAMPAGE OF RHINO!

Chapter 10: Rhino's Rampage

-Friday April 13th, 2019-

As he sat in his last period of the day, a study hall, Flash Sentry was mulling over some thoughts in his head.

It had been a week since he had fought Sandman, and in that time Spider-Man had not run into O'Hirn or anymore homemade supervillains. He couldn't help but wonder why that was. Did O'Hirn back out? Did they run the test and it killed him? Was he sick and were they waiting for him to get better? Or were they holding off to lull Spider-Man into a false sense of security and then catch him off guard?

He was jarred out of his thoughts when Pinkie Pie suddenly came up behind him and loudly said "HI FLASH!"

Once his heart was beating normally again, Flash replied "Hi Pinkie Pie. Do you need something?" Like a bell to wear around your neck? Since for some reason my Spidey-Sense can't detect you and I can't understand why.

Pinkie smiled. "Well, I do need a teensy-weensy itty-bitty favor." She handed him a red and blue envelope and asked "Can you please give this to Spider-Man? If you can."

Flash processed this, and then promptly sweatdropped. "Wait, does this have something to do with that party you're throwing?"

"You mean the 'Thank You, Spider-Man' Party that I'm throwing in Central Park?" Smiling, she nodded. "Yep! That's his invitation."

"Invitation? Pinkie, I'm not sure-"

"-that he'll be able to attend? I know. But it just doesn't feel right throwing a party for Spider-Man and NOT inviting him. It's like throwing a birthday party and then NOT inviting the birthday boy, girl, dog, cat or alligator."

"Okay, fair- Wait, alligator?"

"Yeah, my pet baby alligator." Pulling up a picture on her phone, she showed Flash a picture of her and a baby alligator with purple eyes and no teeth. Both the gator and Pinkie Pie were wearing party hats, with Pinkie smiling and the gator just staring at the camera blankly. "His name's Gummy. You know, because he has no teeth!"

"I can see that. That's cool." And I dread the day when Pinkie has to let him go or give him to the zoo, since I doubt her landlord will let her keep a fully grown gator in her and Maud's aparment. "So, you threw him a birthday party?"

"Of course. Why wouldn't I? I do it for all of me and the girls' pets." She flicked through her phone, bringing up pictures of her friends and their respective pets wearing party hats: Opal the cat looked disinterested in Rarity's arms, Winona the dog was happily licking Applejack's cheek, Tank the tortoise was smiling while Rainbow held him, Angel the bunny was happily nuzzling against Fluttershy's cheek, and Sunset was booping Ray the leopard gecko on his nose.

Flash couldn't help but smile at the pictures. "You know, I kinda want to get a pet now."

"You should go see Fluttershy then. There's plenty of pets at the animal shelter looking for good homes."

"I'll think about that. In the meantime, I will try and get this invitation to Spider-Man. But I'm not making any guarantees about him coming."

"I understand. Superhero stuff. Oh, do you have Twilight's phone number?"

"Yeah. Why?"

"Well I wanted to invite her to the party but I didn't have her number so I tried finding her online. But she doesn't have a Facebook account so I tried MyStable but she doesn't have one either. So I figured I'd ask you to invite her for me since you're her best friend and more than likely have her number and I really really REALLY want her to come!"

How she was able to say all of that in one go without taking a breath would forever baffle Flash Sentry. Regardless, he answered "She doesn't really get on Facebook or MyStable. In fact she mostly only uses her computer for email or homework or her projects. Still, I'll let her know you invited her."

"Thank you! Hope to see you guys there. And Spider-Man." The bell rang and she said "Well, gotta go set up. Later Flash!"

And before Flash could even blink, she was gone. "Huh? What? How? Why? I HAVE SO MANY QUESTIONS!"*

At the secret lab, Abacus and Octavius looked into the chamber, seeing the results of their newest experiment. One that they had been eagerly awaiting as it took a week for Alex O'Hirn to get over his food poisoning. (Seriously, that prison cafeteria needs to get a visit from a health inspector.)

Before the process, Alex O'Hirn was of average height and had a slightly above average build.

After being injected with the Cross Species Formula (that had been mixed with a healthy dose of Rhino DNA) and using a machine to fuse Octavius' extremely durable reinforced titanium-resin synthetic skin to O'Hirn's own skin (which of course had been modeled after a rhino, horn included), he was standing at a whopping ten feet tall and was now strong enough he could smash through steel plates.

Cinch smiled as she looked over the data. "Super strong, impenetrable skin, and the added bonus of a rhino's stamina, strength, and size. And now, we set him free." She spoke into the microphone "Mister O'Hirn, how do you feel?"

"Like a million bucks," he replied. "When do I get outta here?"

Smirking, Cinch pushed a button and said "Actually, you're free to leave right now."

"Really?"

"Indeed. I believe you have some business to take care of."

He nodded. "Right. My business." Then he smiled. "Better get to it then."

With little to no effort he tore free of the restraints, and then smashed out of the machine he was in, revealing the dark gray synthetic skin and his tall, bulky form. The horn on the top of his head was at least two feet long, curved, and ending in a VERY aggressive point. His arms and legs were as thick as tree trunks and his hands were as large as trash can lids.

Stepping free of the machine, he yelled "BECAUSE THE RHINO DON'T WANNA KEEP SPIDER-MAN WAITING!"

Octavius smiled. "Well Abacus, I believe we've outdone ourselves."

"Yes Otto, I believe we have."

Neither of them noticed that the microphone was still on.

Or that Rhino had heard every word the two had said.

"Let me see if I can get this straight," Twilight said from her worktable in the lair. "Pinkie Pie is throwing Spider-Man a big party in Central Park, as a way to say thank you, even though odds are he's not going to be able to show up because he'll be too busy fighting crime or one of Bishop's circus freaks?"

"It's the thought that counts," Flash replied. "Honestly, the fact that she's throwing a party to say thanks even though she knows I might not be able to show up is, kinda flattering. At the very least it's nice to see that some people appreciate what I do and aren't afraid to show it."

"Plus, this is Pinkie Pie we're talking about," Thorax added. "She doesn't really need a reason to throw a party. And if she does need one, she just makes one up."

Flash couldn't argue with that. "Well, I figured we could all take a day off and go have some fun. Take a break from trying to figure out Bishop's plan and who she is."

Looking at his computer Thorax said "My program's almost done finding and mapping Oscorp Tower's exterior security systems. We step out for a few hours it'll probably be done by the time we get back."

Twilight looked at the invitation, then at the device she was still attempting to get into, and then back at the invitation. Finally she said "I guess I could use a break. I mean I've spent the last week trying to break into this thing, when I'm not busy at my internship."

"Who knows? Maybe some fresh air will help you figure out how to get into it without initiating the self-destruct," Flash replied jokingly.

"Ha ha, very funny." Removing her lab coat to reveal her Crystal Prep uniform she said "Can we swing by my house first so I can change clothes?"

They both nodded. "Shouldn't take too long," Flash said. "We are only a few blocks from your house."

"Cool," Thorax replied, slipping on his goggles as they walked into the elevator. Looking at Flash he asked "So, is Spider-Man gonna show up at the party?"

Flash smirked. "Well, Flash Sentry did run ten blocks following me to deliver the invitation. I'd have to be a real jerk not to appear. Plus-" He pulled out his phone and looked at the app Thorax made that connected their phones to their Crime Alert System. "-there's nothing showing up. And Pinkie Pie already said that she'd understand if something came up and I'd either not be able to make it or if I'd have to leave early. So let's just hope there's not going to be another homemade supervillain attack."

He was going to regret saying those words.

Rhino growled as he looked at the party taking place in Central Park. There were balloons ranging from simple red and blue to ones shaped like Spider-Man chibis. There were cupcakes with red and blue frosting, bowls of punch in giant bowls decorated with web designs, and a big banner hanging over a stage that read "THANK YOU SPIDER-MAN!"

He had half a mind to grab a few nearby cars and throw them into the park to vent his frustrations. But he saw a few kids in there, and even he wasn't that evil.

But then he heard a few of the kids saying that some girl, Pinkie Promise or something, had actually invited Spider-Man to this thing. And they sounded really hopeful that they'd show up.

An evil grin split his face as an idea came to mind. "Oh don't worry kids. He'll show up. I'll make sure of it."

While Twilight was changing in her room, Flash and Thorax were talking to Cadance in the living room. "So," Flash asked "Spike said you guys've been married for three years. But I'm curious, how long have you and Shining been together?"

Cadance smiled. "We started dating in freshman year. But Shining and I have actually been friends since we were kids."

"Really?"

"Yeah. I actually used to babysit Twilight when she was younger," she said as she handed him a framed photo. It showed a fourteen year old Cadance holding a three or four year old Twilight in , sound asleep in her arms.

Seeing this photo Thorax said "That's just adorable."

"Amen dude."

Cadance giggled. "Yeah. She used to beg me to read her bedtime stories. Then when she turned five she started reading on her own... somehow. And then when she was ten she tore apart the TV just to see how it worked."

Flash rolled his eyes. "Oh please, I did that when I was seven."

"And from what May told us, they needed to buy a new TV."

Everyone looked up to see Twilight coming down the steps, now wearing her casual clothes. Said clothes consisted of a blue blouse, a purple skirt and matching shoes, and her hair now done in a slight ponytail. "So, I'd say I did it a bit better than you," she finished, sticking her tongue out to emphasize her point.

"You are really immature sometimes," Flash replied. And surprisingly cute when you do so.

She smiled. "I know. But you and Thorax aren't much better."

Thorax glared at them from behind his phone. "Hey, I am not-" He paused, before saying "Uh Flash, Twilight?"

Seeing this Cadance asked "Something wrong?"

"Uh, nothing," Flash quickly replied. "We just forgot we needed to stop at the store and grab something before we went to the party. Come on guys."

They left, leaving Cadance alone in the living room. She frowned. "Weird."

Shrugging it off she decided to sit down and relax a little with some TV. The channel that was on was the news, which was showing a live news report of a party at Central Park. Seeing the decorations and the banner Cadance smiled and said "Well if anyone deserves to have a thank you party thrown for them, it's Spider-Man."

And then the camera turned to show a giant of a man in a metallic rhino themed costume, casually walking through the party and scaring pretty much everyone. Seeing the camera he stomped over and yelled "Hey Spider-Man! Why don't you come on down here? I'd sure hate to ruin this party!"

To emphasize his point, he raised one fist and smashed a table. Along with all of the cupcakes stacked on top of it, much to the shock and horror of some of the kids (and Pinkie Pie, not that Cadance knew her.)

"That's just cruel! What did those cupcakes do to him?"

Then a thought occurred to her. "Wait, wasn't Twilight and them going to that party?"

"The one day we decided to take a break, and O'Hirn shows up as a giant rhino," Spider-Man said as he swung towards the party. "I swear Bishop somehow set this up just to troll us."

"Honestly, it wouldn't surprise me," Twilight said from back at the lair.

Arriving at the scene he saw Rhino about to smash another table, but that was quickly stopped when Spider-Man fired a web shot at the back of his head. "You know I've heard the term 'party animal,' but it's never been used in this context," he quipped.

Seeing the familiar red-and-blue superhero, Rhino grinned. "Glad to see you could make it."

"Well I already put Gargan and your buddy Marko back behind bars. Figured I'd nab you and complete the set. Plus, unlike you I actually got invited to this party." Looking at the party attendees he said "Don't worry guys. I'll be back in a minute. I just gotta get this guy back to the zoo."

"Ha ha ha," Rhino growled. "Very funny."

"Let's take this somewhere else." He swung away and called out "Follow me, big guy!"

As swung away he could hear Rhino's thundering footsteps not too far behind him. In his earpiece he heard Thorax ask "You have a plan, right?"

"Depends. What's the scanners say about his armor?"

"It's some sort of synthetic skin made out of a titanium-resin. It's heat-resistant and nearly indestructible. And from what I'm seeing, there's no weak spots other than his exposed face. The whole thing is impenetrable," Twilight answered.

"So punch him in the face," Spider-Man asked. "Like I usually do with the guys I fight."

"Pretty much."

"Got it."

Once they were a safe distance away from the park Spider-Man grabbed a trashcan with his webs, spinning and flinging it right into Rhino's face where it impacted with a loud CLANG!! "OW!"

"Sorry! I forgot garbage day was Monday."

Clearly not amused Rhino stomped his foot down on the trash can, crushing it like a soda can, and charged at him like a raging bull. (Well, raging rhino but you get the idea.) Spider-Man jumped out of the way, watching as Rhino plowed right through the solid brick wall of the building he had been standing in front of like it had been made of toilet paper. "Whoa," he muttered. "Not everyday you see someone pick a fight with a brick wall. And win."

Rhino came charging out of the building with his fist raised, Spider-Man dodged it as it smashed the car, pancaking it. Jumping and sticking onto said arm Spider-Man threw a solid punch into the side of Rhino's jaw...

...and promptly lost any and all feeling in his hand. "OW! What did that lady give you, a titanium jaw?"

Rhino's response was simply to grab his leg with his free hand and fling Spider-Man into the side of the building across the street, knocking the wind out of him. "Flash, are you okay," Twilight asked in concern.

"Everything hurts," he muttered. "And I'm seeing stars."

"Well come back down to Earth! PREFERABLY BEFORE HE IMPALES YOU!"

Her words chased the stars out of his head, and he immediately flipped up out of the way as Rhino smashed through the now cinder-block wall with little effort. Lowering himself down on a web line he said "You know, you could've just used a door."

But as he looked into the building he noticed something odd. The building Rhino smashed into was a sporting goods store, and he had ripped open several cases of Gatorade and was chugging them down wholesale. "Geez, guy must be thirsty." As Rhino turned to look at him he added "And he's sweating. We haven't even been fighting for five minutes."

"Well, it is kind of hot out," Thorax noted. "Even for mid-spring."

"Hold on," Twilight said, the sounds of her typing on a keyboard being heard in the background. "I think I just figured out his Achilles Heel."

"Well punching him in the face is out," Spider-Man replied as he dodged another charge from Rhino. "So I'm open to new ideas."

"That armor of his is strong, but it's also heavy. AND, it's plugged up all of the pores except for his face. That's the only place he's able to sweat from now."

"So he's chugging down all of that liquid because he's overheating," he noted. An idea came to mind as he processed this. "Hey guys. Check the city's utility maps and find me the nearest steam tunnel."

"Checking it now. Head about a block west and then left onto Third Street," Thorax replied.

"Thank you." Turning to Rhino he yelled "Hey ugly! Come and get me!"

He immediately swung towards the place Thorax said about, hearing the thundering footsteps of his adversary following behind him. This went on for about ten minutes, mostly because Spider-Man would occasionally turn back and attack Rhino with webs or nearby trashcans/ manhole covers. This was mostly to get Rhino angry, which would make him try to attack Spider-Man and exert himself. By the time they got to the spot Thorax told him about, Rhino was sweating profusely from his face and his movements were significantly slower than before. I think he's almost at his limit. Time to put the nail in the coffin. "Yo Rhino!"

Rhino turned just in time to see Spider-Man jump down into an open manhole. "Quit running and fight me already," he yelled.

"What's the matter big guy," Spider-Man's voice came from within the tunnel. "That armor of your's make you too wide to squeeze in down here?"

With a growl Rhino simply raised his fist and brought it down on the street, smashing through it and into the tunnel, he himself falling in after the large chunk of asphalt. A surprised Spider-Man said "You know, after you smashed through that brick wall I shouldn't be surprised by- HOLY SHIT!"

He immediately dodged as Rhino tried to punch him, only for his fist to break open a steam pipe and release large amounts of... well, steam. He tried to attack Spider-Man again, but he simply dodged and webbed Rhino's hands to more pipes. When Rhino tried to rip his hands free, he ended up breaking the pipes and filling the tunnel with even more steam. Spider-Man was really thankful that Tony Stark had somehow designed the suit to maintain his body temperature no matter how hot or cold it was, because frankly it was starting to get a little toasty. "You feel like you're in a sauna yet, O'Hirn," Spider-Man asked mockingly.

Breathing heavily and fighting to keep his eyes open, Rhino asked "What the... hell'd you do?"

"Funny thing about that suit of yours; not only is it heavy but it also stops you from perspiring. Your face is sweating for your whole body, which is now I'd say three to five times larger than it used to be. Outside it might not be a problem. But down here in my homemade sauna..."

Rhino's eyes widened as he turned and attempted to run to the nearby ladder that was between him and Spider-Man. "I've gotta... I've gotta get out of here!"

Smirking under his mask Spider-Man fired off a few Impact Webs at Rhino's legs, tripping him up and making him stumble and try to regain his balance. Firing a web-line on either side of Rhino's head, he slingshots forward and planted both of his feet into Rhino's face, finally knocking him off balance and to the ground. He didn't get back up, especially after Spider-Man landed on his chest. "Come one, come all! Before your very eyes, the World's Largest Dehydrated Turtle!"

Between his heavy breathing, Rhino muttered "I swear I'm gonna crush you. Promised the lady I'd... crush you. Crush... you..."

The sensors in his suit said he was dehydrated, and disoriented, but otherwise he was okay. "Are we losing it a bit, Alexander?"

"Only Mama calls me Alexander. You're not my... Mama. Mama. Mama..."

"I think you might've overcooked him," Thorax joked. "Because his brain is deep-fried."**

Rolling his eyes he was about to retort when he heard Rhino moan "Mama... do I have to go to school?"

Getting an idea, he leaned in close and whispered "So Alexander, tell Mama, who's the lady who gave you these powers?"

Abacus Cinch sighed as she walked out of her favorite cafe, having already seen the news footage of Spider-Man climbing out of the steam tunnel, regretfully still alive. "And her I thought he'd be a winner."

She had just about reached her car when she noticed a folded up piece of paper hanging from her side mirror by a single strand of webbing. Confused she pulled it off and opened it.

It read:

Dear Abacus Cinch,

Interesting fun fact; apparently when dehydrated and tired as hell, a rhinoceros will actually mistake you for someone close to him and blab out some very juicy secrets.

Like how YOU were apparently the lady who broke Mac Gargan, Flint Marko, and now Alex O'Hirn out of prison and gave them superpowers. BTW, might wanna make sure you turn the microphone off before you and your lab partner use your actual names. And I know it's you he meant because there's nobody else in New York named Abacus.

And that's not all.

I know you're the one who hired Schultz, Mason, and Toomes to steal that tech from Oscorp. I know that you're the one they called Bishop. I don't know what you're using that tech for, but that's not important.

Here's what's important.

1. Whatever your evil plan is, I'm going to put a stop to it.

and 2. When all's said and done, you're going to be behind bars for a very, VERY long time.

But I'm a nice guy, so I'm going to give you one chance.

Turn yourself over to the police now, confess to all of your sins, and save yourself the embarrassment.

If not, well, we'll have to do this the hard way.

Courtesy,

You're Friendly Neighborhood Spider-Man.

Upon her finish reading the letter, Abacus did not panic.

Instead, she muttered "It seems I'll have to step up my time-table." before getting into her car.

However, she was completely unaware of the one Spider-Tracer that had been placed on the bottom of her car.

Back at the base, the three of them were looking at Thorax's computer screen, which displayed the location of the Tracer. "Smart thinking, putting the tracer on the bottom of the vehicle,"Twilight said. "And you know, it's kind of ironic. Most of the students at Crystal Prep already think Cinch is evil. Now we just have the much needed confirmation that she really is."

Thorax nodded, then asked "But why is she doing all of this? And where the hell is she getting all her tech and the money to pay for it all? Last I checked even though she's a principal I doubt her salary is big enough to pay for all of it."

"We can ask her later," Flash said as he swapped into his civilian clothes. "Preferably when we have proof she's evil. But in the meantime, let's head to Central Park and check on the girls."

Pinkie Pie sighed. "So much for the party."

After Rhino had decided to crash the party the party-goers had been understandably scared. She couldn't really blame them; after all a giant man dressed like a Rhino had come and smashed a majority of the food and trashed the decorations. Fortunately nobody was hurt, but the mood was ruined so they all left.

Leaving her, Rainbow Dash, Fluttershy, Sunset, Rarity, and Applejack to clean up everything.

"Looks like we missed it."

She turned to see Flash, Thorax and Twilight standing there, surveying the carnage. "We saw the rhino guy on the news," Twilight said. "We wanted to make sure you guys were okay."

"Well, nobody was hurt. But clearly the party was ruined," replied Applejack.

"Which totally sucks," Rainbow said, munching on a cupcake while throwing out some paper plates. "But hey, Spider-Man did show up."

"Yeah, we saw that too. Flash had to run ten blocks to deliver your invite," Thorax replied.

"Really?" Pinkie Pie gave Flash a quick hug and said "Thank you."

"You're welcome. Too bad it wasn't what you were expecting."

Fluttershy smiled. "It was still amazing, seeing him swing in and get that big dumb meanie away from us."

"From what we heard, he managed to beat Rhino by cooking him in a steam tunnel," Thorax said.

Sunset smirked. "And I heard they had to get a crane to lift him out of said tunnel."

"Considering his size and that heavy armor he was wearing, it was probably a good call," Twilight said as she threw out another smashed cupcake. She then noticed several tables with cupcakes that were perfectly fine. "Hey, what're you guys going to do with all of those?"

Rarity sighed. "Well we were hoping the majority of them would've been eaten during the party. But since it ended far too early, I fear they'll go to waste."

Flash thought about it for a second before saying "Maybe not."

Sunset smirked. "You have a plan, I take it."

"Not really. But I do know a place full of people who would love some fresh cupcakes. And it's actually not too far from here."

"Thank you so much for doing this," Aunt May said with a smile.

The place full of people Flash was referring to was the F.E.A.S.T. Shelter, which they were now standing in and giving out cupcakes to the people inside. Once she heard about what happened at Central Park, Aunt May was more than happy to let them donate the cupcakes. The homeless people inside definitely weren't complaining if their smiles were anything to go by.

Pinkie Pie smiled back and replied "You're welcome!" She then turned to the people and yelled "YOU'RE ALL WELCOME!"

Sunset handed a cupcake to another person, and out of the corner of her eye she noticed Twilight and Flash talking about something. At first she thought it was something serious, until Flash smiled and Twilight burst into a fit of giggles. She couldn't help but smile at that. "They're really cute together, aren't they?"

She turned to see Fluttershy standing there with a smile. Sunset nodded. "Yeah. They're total dorks, but yeah."

The girls all giggled at that, save for one who's attention was elsewhere.

Specifically Rainbow Dash, who was looking at a familiar looking backpack laying next to one of the bunk beds. Walking over to it, picking it up and inspecting it she saw that it was indeed Scootaloo's backpack. "What's this doing here?"

"HEY! You put my backpack down or el- el-else..."

Recognizing the voice, Rainbow Dash turned around to see Scootaloo-

-and immediately gasped when she saw Scootaloo's face.

Specifically, the nice big, swollen, and no doubt painful blue-black bruise right over her right eye.

Before Scootaloo could say anything else Rainbow was right in front of her, kneeling so she could get to her level. "Scoots! What the hell happened to you?"

Scootaloo was quiet for a moment, before wrapping her arms around Rainbow and silently sobbing into her shoulder. Not used to seeing Scootaloo like this, Rainbow simply copied what her mother did for her when she came home a sobbing mess once and gently hugged her back. It seemed to work as Scootaloo started to calm down a smidge.

This went on for a few minutes, before Scootaloo release Rainbow. "Thank you," she muttered.

"It's okay, squirt," she replied. "I'm here." Looking her in the eye, Rainbow said "Now tell me what happened."

Scootaloo sighed, before replying "It started back when dad left me and mom..."

Author's Note

*

It's Pinkie Pie, don't question it.
**

Cliffhanger time! What happens next? Find out next chapter.

Sorry this one took a while to write. My sister started a new job so I offered to babysit her one year old son, AKA my nephew. AKA, a demon in the body of a baby! Seriously that kid wore me out so much that I barely had the energy to type this thing.

Anyway, we finally have our heroes learning the identity of Cinch, as well as getting Scootaloo's arc moving with Rainbow and soon the rest of the girls finding out about her crappy home life. What will come of this? Stay tuned to find out!

And before anyone says anything, yes, I've seen the videos on youtube of Scootaloo's real parents in the show. And yes, from what I've seen they're pretty cool and her mother definitely doesn't seem the type to do this.

But I had already put this situation in the chapter and I don't feel like retconning it or rewriting it simply to match them up. So please don't ask.

Well, till next time. Equestrian Defender, out!

Interlude 2: A Different Kind of Family

-Saturday, April 14th, 2019-

Rainbow Dash woke up that morning to the smell of freshly brewed coffee and chocolate chip pancakes; the usual breakfast her mother cooked every Saturday since she was seven. Smiling, she got up and went through her usual morning routine consisting of a quick shower, brushing her teeth, and finally brushing her rainbow hair. Which didn't do much as for some reason no matter how many times she brushed it her hair was still an absolute mess (though nowhere near as bad as Pinkie Pie's cotton candy curled mane.)

Once she was done and got changed into her usual attire, she walked downstairs to the bottom floor of the two story apartment to see her parents where they usually were on Saturday. Her mother, Windy Whistles was at the stove cooking, wearing an apron over her usual pink pants and orange shirt, a bit of pancake batter stuck in her reddish-orange hair. Her father, Bow Hothoof was reading the Saturday paper and drinking his coffee, wearing a green polo shirt with the sleeves rolled up, his rainbow-colored hair in a crew cut like he usually wore ever since his days in the Army Rangers.

Seeing her, Windy smiled and said "Good morning sweetie."

She smiled back. "Good morning mom." Looking at her dad she asked "Anything interesting?"

He shook his head. "Nothing 'cept for Spider-Man stopping another bank robbery last night."

"Yeah, Pinkie and Fluttershy already got that up on the blog," she replied as she grabbed the milk from the fridge and poured herself a glass. She looked around the kitchen, then immediately poked her head out into the living room. She was greeted with the sight of Scootaloo staring at the TV, her eye looking a little better than it did yesterday.

But she herself looked as if she hadn't slept a wink last night.

And considered all that had happened to her before now, Rainbow wouldn't blame her if she hadn't.

Yesterday after finding Scootaloo at the shelter and with a black eye, Rainbow wanted answers. So she, Aunt May, Flash, Twilight, Thorax, and the rest of the Rainbooms had all decided to go to the kitchen to hear Scootaloo's story.

It wasn't a good story.

Apparently since Scootaloo's father left them two months ago, her mother had fallen hard into alcoholism. What she had told Flash and Thorax was true; her mother had locked her out of their apartment multiple times or never came home period, because she was getting drunk at a bar.

But it was even worse when they were both in the apartment.

It started out small; a shorter temper, a few mild verbal insults.

Then whenever she "was out of line" or "mouthed off", she'd slap her. At the same time the verbal insults got worse; a few times she'd blame Scootaloo for her problems, saying that she was the reason her father left. It wasn't true, but it was clear to everyone that Scootaloo's mother was seriously going off the deep end.

As time went on it got worse and worse. The bruise Flash and Thorax had noticed her trying to hide was from when her mother had chucked one of her beer bottles at her and nailed her in the arm.

And the black eye? Well, Scootaloo refused to talk about it but it was clear it wasn't her fault as her mother claimed.

After they processed this (which involved Applejack pinning Rainbow Dash to the wall to prevent her from doing something drastic to Scootaloo's mother) they decided that Scootaloo would be safer if she stayed with one of them while Twilight talked to her brother for his help (since he was a cop). Almost immediately Rainbow Dash suggested that she stay with her and her parents. When Flash asked if she'd be safe, Rainbow said "My dad's former Army Rangers, my mom teaches self-defense classes, and they both own handguns." Seeing Scootaloo's shocked face she quickly added "Not that they'll have to use them, because unless she tagged you with a GPS chip I doubt she'll know where you'll be."

"I doubt she'd care that much," Scootaloo muttered.

With that settled Rainbow took Scootaloo home and introduced her to her parents, having texting them about the situation while they were taking the bus. After the introductions Bow checked Scootaloo's eye while Windy fixed up dinner for the night. While it was a little awkward, as nobody really wanted to bring up the subject of her mother, Scootaloo seemed to brighten up when they talked. She certainly enjoyed the meatloaf Windy made.

That night Rainbow volunteered to let Scootaloo sleep in her bed for the night and she'd take the couch. But Scootaloo adamantly said she'd be fine taking the couch, so Rainbow relented and bid her good night.

If the yawn she just let out was any indication, then clearly Scootaloo did not have a good night.

Sitting on the couch beside her, Rainbow asked "Couldn't sleep?"

She shook her head and muttered "Nope."

"You wanna talk about it?"

Scootaloo was silent for a moment, before saying "I just... I don't know how to feel."

"About your mother?"

She nodded sadly. "I know she's probably going to get arrested for what she did. And part of me is glad that she won't be able to hurt me anymore. But..."

Catching on, Rainbow finished "But part of you doesn't want her to."

She sighed. "It's just... she wasn't always like this. She used to be a good mom. Not as awesome as yours, I mean my mom never cooked anything besides one of those instant meals you pop in a microwave. But she still cared. She picked me up from school when Dad had to work late. She tucked me in at night when I was little. She took me out for ice cream when I did good on a test. She did all of the things a good mother would do. But then dad left, and she..."

Neither of them had to finish, as the evidence of what happened was still around Scootaloo's right eye.

"I guess part of me just doesn't want her to go, because she's the only family I have left," Scootaloo finished.

"No she isn't." Putting a hand on Scootaloo's shoulder, Rainbow continued "One thing I've learned in life is that sometimes, your friends can count as your family. All of my friends are my family: Fluttershy, Pinkie Pie, Applejack, Rarity, Sunset, and especially... you!" She emphasized her point by poking Scootaloo in her stomach, making her giggle and making Rainbow smile. "Family isn't always about the people you're related to by blood. More often than not, it's the people who love and care about you. AKA, your friends."

Scootaloo thought about it for a second, realizing that Rainbow was right. Sweetie Belle and Applebloom were just as much like sisters to her as Rainbow was (though not in the "cool big sister" way, not that they needed to know that.) Plus there were all of Rainbow's friends. They were nice to her, and had helped her out on several occasions. And Rainbow's parents now that she thought about it. Two of the kindest people she'd ever met since Fluttershy, who were more than willing to let her stay with them and give her food despite having never met her in person before.

"Maybe, hopefully, while your mom is in the pen she can get the help she needs," Rainbow finished. "But until that happens, you've got family all around you. You're not alone, sis."

Just hearing that was enough to get Scootaloo to smile again, finally feeling better despite the lack of sleep she had from the previous night.

Seeing Scootaloo brighten up, Rainbow said "Come on. Let's get you some breakfast. After that, how about you and I hit the skate park?"

"Sounds awesome."

Once they were done and had washed the dishes, Scootaloo helping out by drying them, they got their helmets and Rainbow grabbed her skateboard while Scootaloo grabbed her scooter. "Be careful out there you two," Bow said. "And Rainbow, if SHE shows up, you know what to do." SHE of course being Scootaloo's alcoholic mother.

"Run the other way and call the police," Rainbow replied. "Relax Dad. I'm not going to do anything."

"I'm just making sure. From what Applejack told me over the phone, you were about ready to kill her."

"I wasn't going to kill her. I was just gonna talk to her. Repeatedly. With my baseball bat."

"Let's not do that," Windy said. "Because I'd rather my daughter NOT get arrested for bludgeoning someone with a baseball bat. Even if they did deserve it." Seeing Scootaloo's face she added "Sorry."

"It's okay," she reassured halfheartedly.

Rainbow ruffled her hair and said "Come on, Scoots. Those half-pipes aren't gonna shred themselves."

Almost immediately that got a smile from her. "Race ya there!"

"Oh, it is ON!"

Once Rainbow and Scootaloo had raced off Windy looked at Bow. "She's a good kid."

Bow nodded. "She is. Shame she'll probably end up in the foster care system once her mom gets her sentence."

"Well, maybe she doesn't have to."

Seeing the look on Windy's face, he couldn't help but grin. "I know that look."

"Well, we've been married for eighteen, almost nineteen years now," she replied, giving Bow a quick kiss on the cheek as she checked the grocery list on the fridge.

Chuckling, Bow sipped his coffee and said "Best eighteen years of my life."

"Just to make sure we're on the same page, once her mother goes to jail for Child Abuse, we're adopting Scootaloo," Windy stated as she finished the list. "Right?"

Looking up over the top of his paper, he smirked and pretended to be hurt. "Windy, I thought you knew me better than that. You know I will never object to getting a new member of our family."

Windy giggled. "I know. After all, when I first told you I was pregnant with Rainbow you ran out onto the balcony and screamed that you were going to be a father. I'm actually surprised they didn't hear you over in Pennsylvania."

Bow couldn't hold back his laughter as he walked over to the sink. "What can I say? The Hothoof's are known for having big lungs." Washing his coffee mug he said "Seriously though. I think adopting her would be a great idea. And I don't think Rainbow would be against it either."

"Since they consider each other 'Honorary Sisters' I don't think either of them would object."

After spending a few hours at the skate park, Rainbow and Scootaloo decided to grab lunch at Sugarcube Corner. Rainbow ordered a big thing of spaghetti and meatballs while Scootaloo got two grilled cheese sandwiches and a bowl of tomato soup. "How are you able to eat all that spaghetti," Scootaloo asked.

"I have a pretty big metabolism," Rainbow replied. "Plus, I usually eat stuff like this before I have a big game."

"Seriously?"

"I like to carbo-load."

"That doesn't sound healthy. Like, at all."

Before Rainbow could retort, Pinkie Pie came by and placed two milkshakes down in front of them. "Uh, Pinkie? I don't think we ordered these," she said.

"I know," Pinkie replied with a smile while skating off. "They're on the house."

Scootaloo and Rainbow shared a look, before Scootaloo said what was on both of their minds. "She's trying to cheer me up."

"Yeah."

"Kinda like what you were trying to do."

Rainbow winced. "So, you figured it out."

She nodded. "It's fine, Rainbow. I appreciate it. And to be honest..." She took a sip of her milkshake, not at all surprised that Pinkie made it a Choco-Strawberry, AKA her favorite. "I do kinda feel better."

Sighing in relief, Rainbow replied "That's good. Honestly, after you told me about what you've been through the past two months, I figured you could use some fun."

"Thanks." Drinking some more of her milkshake, she said "Your parents are pretty cool."

Rainbow chuckled bashfully. "Yeah. They are. Though sometimes they tend to go overboard with their support for me."

"Really? How?"

"At one of my soccer games back in middle school, they somehow snuck in rainbow colored fireworks and set them off after I scored a goal. It was cool, but also pretty embarrassing. And they ended up getting banned from the school grounds for the rest of the season."

"Did that stop them?"

"Nope. They still came to my games, but they stayed on the outside of the fences with pairs of binoculars. All this because they didn't want to miss a single second of one of my games. If that doesn't earn them those 'Best Dad/Mom Ever' coffee mugs I got them, I don't know what would."

Scootaloo couldn't keep the smirk off her face. "Maybe they'll make a huge banner in your honor and hang it from the roof of the school."

"Don't give them any ideas!"

Both of them ended up laughing at that, imagining the two parents trying to pull up a huge banner onto the roof, with a large crowd of people watching in confusion. It was honestly kind of hilarious.

Seeing her 'little sister' happily laughing brought no small amount of joy to Rainbow. Oh, Scootaloo. I really hope Mom and Dad decide to make you a permanent part of this family.

A week later Bow Hothoof and Windy Whistles became foster parents to Scootaloo, after her mother was slammed with the maximum sentence for not only Child Abuse but also Child Negligence, a few D.U.I.s, and for assaulting the officer who was sent to bring her in. She'd be spending up to and including ten years in Rykers Island, far away from Scootaloo and anyone she could hurt.

The week had also been spent with Scootaloo hanging out and getting to know her future foster parents, to the point where Rainbow's friends and Scootaloo's fellow Crusaders could've sworn they'd always been members of the same family. No doubt it made the decision to adopt her even easier.

It took a while to get used to it all, but eventually Scootaloo started to realize that Rainbow Dash was right. Family wasn't about blood relations, but by the love people had for each other.

And if the love she was getting now was any indication, she had finally found her family.

A family of rainbows and one scooter.

Author's Note

And it's done!

A short little interlude that's mainly Scootaloo-centric, though there are a few Rainbow moments as well. Plus, I introduce the two best parents in MLP history: Bow Hothoof and Windy Whistles. I love these two. Admittedly I didn't really have them do too much, but don't worry. You'll be seeing plenty more of them in the future of my EQGMU (EQuestria Girls Marvel Universe.)

I'm sorry if it feels like this is kinda rushed. I just really didn't feel like dragging this subplot out. Plenty of comic books and other stories already do this to the point where we're all ready to yell:

Next up we'll get a Flashback chapter, detailing the wrestling match and possibly touching on a certain death scene. Until then, Equestrian Defender, out!

Flashback 4: With Great Power...

Journal Entry #4

Friday night rolled around after a pretty boring few days at school. Really the only thing interesting thing was Trixie Lulamoon getting attacked by a rabbit when she tried to pull it out of her hat during one of her magic show (turns out she "borrowed" Angel Bunny from Fluttershy. Bad move on her part. At least he wasn't rabid.)

So with my homemade costume and Web Shooters shoved in my backpack, I told Aunt May and Uncle Ben that I was going to hang out with Thorax (feeling a little guilty about lying to them but I figured the three grand I'd be bringing home would make up for it) and made my way to the address that was on the back of the flyer.

Once I got there I ran into Thorax outside by the entrance. "Okay dude, you got your camera ready?"

Thorax nodded, pulling out the small video camera from his coat. "Just put in a fresh SD Card. We'll be good." He then looked at me with concern. "You still sure this is a good idea," he asked.

I nodded. "Yeah. What's the worst that could happen?"

"About two minutes ago they wheeled out some poor sap who had both of his legs broken."

I winced. "Yeah, let's try and avoid that."

I changed into my costume in the bathroom, putting my other clothes in my backpack and handing it to Thorax. "Wish me luck, dude."

He nodded. "Yeah. Try not to get killed out there."

I rolled my eyes at that. "I'm not gonna get killed. I'll be fine."

I was starting to have second thoughts when I saw who it was I'd be fighting.

The man stood seven feet tall and was seriously beefed up, with bulging muscle all over his body. He wore a pair of blue shorts and a helmet on his head that looked like it had bull horns. According to one of the posters I saw, this was their champion Iron Will. Also known by his stage-name, the Minotaur (which would explain the stupid helmet.)

As I got closer to the ring, I could hear the announcer saying some things about how Iron Will was unstoppable and all that happy WWE horsecrap. Seriously, do these guys really expect people to buy this garbage?

Then again considering how the stadium was packed and the crowd was roaring, I guess they did.

Finally the announcer said "And now for our next victim! I'm sorry, I mean... opponent! No, really I mean victim."

I heard the crowd laugh at that, rolling my eyes behind my mask. Jerk.

Once they stopped he continued "He's a newcomer to the wrestling world. From what we saw he's a bit scrawny but he says he's strong enough to tangle with our champion. Give it up for... THE AMAZING SPIDER-MAN!"

I decided to enter the ring with a bit of flair. So I shot a Web Line onto the roof of the building, zipped up about halfway before breaking it, pulling off a pretty sweet flip before pulling off the tried-but-true superhero landing in the ring. Looking at the announcer I said "Thank you, thank you."

Almost immediately the crowd started laughing at me, more than likely because of my homemade costume, but also probably because compared to the no doubt steroid abusing Iron Will in front of me I looked like a toothpick.

Iron Will laughed at me and asked "Is this a joke? Shouldn't you be in bed by now, kid?"

"Oh, that's just cute," I said into the announcer's microphone, after I had yanked it out of his hands. "But not as cute as your outfit. Did your husband make it for you?"

There was a collective gasp from the audience. Even Iron Will seemed shock at what I just said. I looked at the audience and said "Hope you guys are ready for a show, because this spider-" I pointed at myself before pointing at Iron Will "-is gonna take this big ol' bull to the slaugherhouse!"

The crowd went crazy at that; some gasping, some doing that Rap Battle Parody "OHH!", some just laughing.

Iron Will actually laughed at that. "Itsy-Bitsy here's got guts. But Iron Will ain't going to the slaughterhouse anytime soon!"

I looked right at him and said "Keep telling yourself that. Because tonight, I dine on steak!"

Having said all I wanted I dropped the microphone, just to look like a badass.

Once the announcer got out of the ring the bell was rung, and the fight was on!

Iron Will swung at me with that beefed up arm of his, but I easily ducked under it and slammed a fist into his chest, being sure to dial back my strength a bit so I didn't end up breaking his ribs. But I did end up knocking the wind out of him if the gasp he released was any indication. I quickly followed this by getting behind him and slamming my foot into his back, sending him flying into the wrestling ropes at the far side of the ring. Surprisingly he managed to get back up without any problems, barely even phased by the hits I got in. "Wow, I'm impressed."

Iron Will laughed. "Not bad. But the warm up's over!"

And with that he charged at me like a raging bull (which is fitting considering his stage name) but I jumped out of the way.

Sadly, he managed to grab a hold of my ankle. And promptly slammed me down on my back, which hurt. A lot.

He then attempted to smash his fist down into my chest, but I managed to roll out of the way. I got back up to my feet, just in time to see one of Iron Will's fans toss him up a folding chair. "Seriously? What is this a Looney Tunes cartoo-URK!"

My sentence was cut off when he chucked the chair at me, nailing me right in the head and knocking me on my ass. And making me see plenty of stars. Oh look, it's the Ursa Major.

As I got back up and shook the stars out of my eyes, I looked right at Iron Will. "Of course you realize, THIS MEANS WAR!"*

Since apparently Iron Will decided to use furniture, I decided to use my Web Shooters. Then he charged at me again I fired a Web Shot in his face, blinding him as he tried to rip the stuff off of his face. Taking advantage of this I punched him two times in the chest, followed up by a kick to the face. He managed to rip off the web, but when he tried to swing at me again I dodged and webbed his fist to the mat, leaving him stuck. Before he could say anything I nailed him with another punch, then jumped onto his back. Using his back as a springboard I jumped up high into the air, shooting two Web-lines on either side of him and slingshot myself into his back feet-first, slamming him into the ground. Hard.

And now for the finisher.

Using my adhesion abilities I attached my hands to his back, before lifting him up over my head. Spotting a table on the outside of the ring I said "Stupid, party of one. YOUR TABLE'S READY!"

And with that I chucked him out of the ring, with him soaring through the air and smashing down on the table, shattering it and falling through to the ground. "Ooooo, that looked like it hurt." Peering over the ring I asked "Hey, are you okay?"

One of the medical attendants came over and checked him, flashing a thumbs up to show he was okay.

The announcer came and raised my arm up, and said "Ladies and gentlemen, we have a new champion! Give it up, for the Amazing SPIDER-MAN!"

The crowd burst into applause, chanting my name amongst the cheers. It felt great. It was one thing to get applause from a gymnasium filled with high schoolers, but it was another thing to have hundreds of people chanting your name. I felt on top of the world, nothing could knock me down...

...THAT SLEAZY, CONNIVING, CHEAP-ASS MOTHER-F&^*ER!

Sorry, sorry. You guys don't need to read me swearing.

Allow me to explain why I was.

So, remember when Bulk gave me the flyer? I read it and it said that if I lasted in the ring three minutes with Iron Will, whether I win or or lost, I'd get $3000 dollars. In cash.

But the sleazeball who owns this place showed me some small print underneath those words (that nobody without a magnifying glass would be able to read) that said, and I quote "The wrestler in questions must last at least three full minutes in the ring. If the wrestler in question or the champion are KO'd before the full three minutes, the wrestler in question will only receive $100 dollars."

This was a problem for me, as I took down Iron Will in 2 minutes.

Meaning that technically HE didn't last the full 3 minutes.

Meaning I was only getting $100 dollars.

Now, anyone with half a brain could tell that this whole "Fine Print" thing he was trying to pull off was complete and utter B.S. But rather than blow up on him, I decided to I try and appeal to his sympathy, telling him I needed the money for my family.

He said "I missed the part where that's my problem."

What. An. ASSHOLE!

Sadly I couldn't make a big scene of this seeing as how I was underage (and technically I wasn't even supposed to be there. As it was I hadn't even taken off my costume.) So I just took the $100 dollars and walked out.

Once I found Thorax and changed back into my normal clothes, we left the building. I told him about what happened and he agreed that the guy was being an absolute bastard.

As we did though, a guy came running out wearing a ski cap and holding a large duffel bag. I got a good look at his face before he ran off down the street, a few dollar bills falling out of the bag as he did so. A few seconds afterward the guy in charge of the place came out, saw me and asked "You gonna help?"

Angrily, I retorted "I'm sorry. I missed the part where that's my problem."

And with that we walked away, eventually splitting up to go to our respective homes. All the time I was thinking that the bastard got what he deserved and that this wouldn't come back to bite me in the ass.

But, spoiler warning, it would. In fact, it already had.

As I rounded the corner I remembered that Uncle Ben usually came out around this time every Friday for some grocery shopping. This was usually the night you could get the best deals on some good pastrami. So I figured I'd swing by (Ha ha.) and see if he needed any help.

But as I came upon the grocery store there were several police cars parked outside, lights flashing, and a crowd of people gathered around something in the front. It wasn't my Spider-sense but I could immediately tell something was wrong. So I started to wade through the people, saying quick "Excuse me"'s and "Pardon me"'s as I tried to see what was going on.

Eventually I got to it.

And...

......

............I'm sorry.

It's just... looking back on this is hard for me. Not just because of what happened, but also because no matter how many people say "You couldn't have known this was going to happen" or "It wasn't your fault", I can never convince myself otherwise.

What you're about to read, WAS my fault.

Lying on the ground was my Uncle Ben, a small hole in his shirt just to the left but still very close to his heart. The shirt around the hole was a deep scarlet red. His eyes were closed, and he wasn't breathing.

My memory's kinda fuzzy from that point. I remember the EMTs trying to hold me back, the people reacting in shock when I screamed Uncle Ben's name, and eventually one of the officers, Davis I think his name was, telling me that my Uncle had been shot by a carjacker. The EMTs tried their best, but it was all for naught.

On November 21st, 2018 at 10:05 PM, Benjamin Sentry passed away due to a gunshot wound from a carjacker.

Everything after that was numb for me. I could barely register anything except for the tears rolling down my face.

And then I heard officer Davis speaking to another officer, saying that they found the carjacker driving my Uncle's Plymouth Oldsmobile down 5th Avenue towards the Old ACME Warehouse.

The numbness went away as a fire surged through me.

That son of a bitch killed my uncle, a good man. There wasn't any way I was going to let that go unpunished.

Without really thinking it I ran down an alley and changed into my suit, hastily shoving my clothes into a backpack and webbing it to a wall out of reach. I then ran up the wall and started swinging to my destination.

The ACME warehouse had been abandoned for years since they went out of business. In the past it had been used as a safehouse for street gangs and crime bosses, with several of the doors being welded shut and barricaded to keep out the cops. If he holed himself up in there, he'd be able to put some distance between him and the cops and possibly even escape before they'd have time to call in the SWAT units.

But that place won't stop Spider-Man.

Author's Note

*

Gotta love the classics.

So... yeah. This one was hard to write.

But it had to be done.

Now if you'll excuse me, I am going to go drown my sorrows and feels in mint chocolate chip ice cream! :raritycry::fluttercry::raritydespair:

Flashback 5: ...Comes Great Responsibility

Journal Entry #5

It wasn't hard to get to the warehouse. It also wasn't hard to get into the warehouse. The doors and entryways were barricaded, but there were plenty of broken windows big enough for me to squeeze through. Once I was in I just had to listen closely for the sounds of his panicked footsteps and his cursing.

Eventually I found him on the top floor, taking peeks out the window at the perimeter the cops had set up while nervously holding his gun. "Shit. I need to get out of here."

I growled. "Not gonna happen, murderer!"

He turned and saw me, but in the dim light I couldn't make out his face. If his voice was anything to go by, he was clearly surprised by my appearance. "You!"

I was on him before he could even bring his gun up, slamming my fist into his face and knocking him on his ass. He then tried to shoot me, but a quick yank with my webbing and it was out of his hands. "No, please don't hurt me!"

Grabbing him by the front of his coat and slammed him up against the wall. "That man you murdered! The one whose car you stole? You remember him?" When he didn't answer I pulled him back and slammed him again, this time with a bit more force this time. "ANSWER ME!"

He nodded. "I swear, I didn't mean to kill him. The gun just-"

"SHUT UP!" I got up in his face and said "That man. The one you murdered in cold blood? THAT WAS MY UNCLE!"

"Oh god. Oh god, I-"

I brought my fist back and socked him in the stomach, then motioned my head up to the sky. "God's up there. You're down here. With me."

It was at that moment one of the police searchlights flipped on and illuminated the room. And I saw the man's face.

...

......

Remember when I said in the last journal entry that what you guys were about to read, WAS my fault? Some of your were probably a little confused. After all, how could my Uncle's death be MY fault?

Well the guy who murdered my Uncle, the guy I was now holding against the wall, was the robber.

The same robber who stole all the money from that sleazeball who operated that wrestling ring.

The same guy I let run when I could've stopped him.

The moment I saw his face the realization of all of this hit me like a freight train.

The guy started crying, eventually saying "I'll turn myself in. I'll confess to everything. Just please, please don't kill me."

I looked him right in the eyes, before raising up my fist. "I could kill you. I should kill you. Take away everything you took from Benjamin Sentry!"

He closed his eyes, probably expecting me to make good on my statement.

And I'm not gonna lie, I DID consider it.

Finally, I sighed and finished "But he'd never approve. With Great Power, Comes Great Responsibility." I set him on the floor and webbed his hands together. "You'll confess to every crime you've ever committed. You'll spend the rest of your miserable life in prison. And if you ever, and I mean EVER, set foot in the outside world, I will know. I will find you. And I will break you. Got it." He nodded, and I webbed him up to the wall, just to make sure he didn't

As I turned to leave I heard him say "I'm sorry."

Not even bothering to turn around, I replied "Not as sorry as I am."

I managed to get out of the warehouse without anyone seeing me. Once I was far enough away, the weight of everything that happened finally came down on me. I tore my mask off, collapsed against the wall, and just sobbed. I don't know how long I was crying, but by the time I stopped I noticed that it had started raining. Almost like the heavens were mirroring how I felt.

My phone buzzed, and once I pulled it out of the pocket I had in my suit I saw that I missed about seven calls. All from Aunt May. Oh God.

Sighing, I answered the phone. "Hey Aunt May," I said, surprising myself at how hoarse my voice was. "Uncle Ben... he's-"

"I know," she replied, and I could tell that she's been crying this whole time. "I tried to call you, but-"

"I know. I'm sorry I didn't pick up. I was at the grocery store."

"Oh no."

"And I saw... I saw..." Fresh tears welled up, but I choked back my sobs and said "I'm on my way home. I'll... I'll be there soon."

"I love you, Flash."

"I love you too, Aunt May."

After I hung up I whirled around and slammed my fist into the wall behind me; partly out of grief but mostly out of anger.

My Uncle was dead because of me.

My Aunt was a sobbing mess because of me.

My Aunt was a widow because of me.

All of this... all of it was because of me.

Because of me.

Because of me.

The first week after his death was the worst. I barely left my room except to go to the bathroom. I couldn't sleep. I could barely eat. Finally I realized that what I was doing was no doubt hurting Aunt May, so I had to get help. Four days after Uncle Ben's death, Aunt May and I went to see a counselor. It didn't help much, but it did make us feel a little better.

Even then the start of the second week, when I went back to school, wasn't much better. Everyone treaded around me like the ground around me was made of glass or really thin ice. And then there was the constant uttering of "I'm sorry for your loss."

Yeah, to anyone who has a friend who loses a loved one, do us all a favor. Don't say that. It doesn't help. We know you're trying to help but it doesn't make us feel any better.*

I was barely able to focus on school. My mind kept drifting back to that night. To seeing the dead body of Uncle Ben and knowing that it was my fault.

Even with the counselling and with some support from Thorax and Aunt May, I still couldn't seem to break out of this funk of self-loathing and depression I fell into. Or rather, I caused.

But surprisingly what finally snapped me out of it was my ex-girlfriend, Sunset Shimmer.

She tracked me down after school one day to talk to me. We talked back and forth for a bit, just small stuff, but eventually she got to the point.

"I don't know what this is like," she said. "What it's like to lose a member of your family."

I looked at her confused. "Why wouldn't you?"

Then I realized that even when we were "dating" (Air quotes because we never held hands or kissed, it was more of a hang-out-with-me-and-act-like-we're-together thing.) I never really asked her or found out about her past. She never talked about it. Then again considering what I found during the Fall Formal, I'd probably never believe her anyway.

And then the pieces started clicking together. "You don't have a family?"

She shook her head sadly. "I grew up on the streets of Canterlot, the capital city of Equestria. I didn't have a mom, or a dad, or anything close to a family. The closest I got was when Princess Celestia took me off the streets when I became her personal student. I got a room, a bed, pretty much anything I wanted. But then I became a power-obsessed bitch who wanted to be a princess without earning it, ran away through the mirror into this world, went back and stole a crown from the actual princess, and you know where the story goes from there."

I nodded. "Yeah. Not everyday your ex-girlfriend pulls the Devil Trigger."

She giggled. "Devil May Cry. Really?"

"What? It's a good game. The original, anyway. The remake's kinda meh."

She nodded, and then said "After the Fall Formal I was broke. I had hit rock bottom and pretty much everyone saw me as a pathetic wretch who had just gotten her ass kicked. And I hated it. I hated myself. I tried my best to close myself off from everyone and everything. Just forget the world and try and survive."

I nodded, knowing how she felt. "That sounds familiar."

"But my friends didn't let me. No matter how hard I tried to keep them out, the managed to worm their way in and get me to open up. To see that I was wrong and that I couldn't just close myself off from the world. That really I was hurting myself by doing so." Looking at me she added "If it weren't for them, I probably wouldn't be here."

"You were thinking of going back home?"

She shook her head. "No." She then pulled back the sleeve of her jacket-

-and to my horror there were three scars on her right wrist. "Sunset. You actually-?"

She nodded. "That's how low I fell. Turns out, closing yourself off from the rest of the world only makes you feel worse." Pulling her sleeve back down she continued "Fluttershy and Pinkie Pie somehow knew I was going to do this. They found me, broke down my door, and managed to stop me before I went too far." A few tears fell from her eyes. "They saved me from myself." Wiping her eyes she continued "After that, I started opening up. I started hanging out with them more. Soon enough I ended up actually being their friends."

"And then you saved all of our asses at the Battle of the Bands, and the rest is history," I finished.

She smiled. "Yeah." She put a hand on my shoulder and said "Don't make the same mistake I did. It may seem to make the pain go away; but trust me, closing yourself off is just going to make it hurt worse. For you and the people who care about you."

I had to fight the urge to slap myself across the face once she finished. I was so caught up in my self-loathing that I never bothered to think about how Aunt May was feeling. It hurt for me because Uncle Ben was the closest thing to a father I ever had. But Aunt May? Uncle Ben was her husband for twenty-five years, more than likely her best friend for years beforehand. She's probably feeling worse than I could ever feel.

And me just moping around, brooding? That's probably hurting her far worse than Uncle Ben's death ever could.

"Thanks Sunset," I said, giving her a quick hug and avoiding the spikes on her jacket. "For getting me to get my head out of my ass."

She smiled. "Anytime."

As I turned to leave she said "Hey." I turned around and she continued "I'm sorry. For using you like I did. You're a great guy and you definitely didn't deserve to be used as a tool."

I shrugged. "It's fine. Believe it or not, you're not the first to pull something like that."

"That doesn't make me feel better."

"Look, it's high school. You're not the only girl to date a guy simply for popularity. Trust me on that one. Besides, you saved the world and turned your life around, so I'd say you more than made up for it."

She smiled. "Thanks."

As I started to walk out the door, I said "If it makes you feel any better, I always thought you were a good person. You just needed someone to help you see the light."

"Well, Princess Twilight and the Rainbooms definitely made me see it."

"Probably could've done without the 'blasting you into a crater' part though."

We both laughed at that, and for the first time in a long time, I felt happy. A weight had been... not lifted per se, but lessened.

We held Uncle Ben's funeral at the end of the second week. The Rainbooms, Thorax, my Uncle's co-workers, some of our friends, and me and Aunt May were all in attendance. It was small, but Uncle Ben wouldn't have cared. He used to joke that he'd be happy if people just showed up at his funeral. Well, he's certainly happy now.

After it was over Thorax and I decided to head over to the Testing Ground. We talked for a bit like normal people.

But finally, I had to say it.

"Let me get this straight," Thorax said after I told him my plan. "You want to become a superhero."

I nodded. "I know it sounds crazy-"

"Understatement of the century."

"-but yeah. I want to use these powers to help the people in this city."

Thorax was quiet for a moment, before finally asking "Why?"

I knew this was going to be asked, so I told him the truth. "I could've stopped that thief without any problems, but I didn't. I let him run free. And because of that, Uncle Ben died."

"You couldn't have known that was going to happen."

"Keep saying it for a few more years and I might believe it," I grumbled. "But it's not just about that. When Uncle Ben told me about responsibility, I thought he meant to my family. I was wrong." I looked at my hands, and subsequently at the Web Shooters around my wrists. "These powers; I don't know whether it was random or if someone up above decided to give them to me. But I know one thing." I looked out the window at the city. "The Avengers save the world. They focus on the big picture. But who's here in New York to look after the little guy? Who's here to stop wrestling ring robbers and carjackers? Who's here to stop muggers and purse-snatchers? Who's here to try and make sure there's no more uncles getting shot just because some asshole wants their car?"

"Well honestly I think Iron Man, the guy with enough weapons in his suit to take down entire armies, stopping purse-snatchers would be a bit overkill," Thorax joked. "But I see your point. This city needs help."

"And with these powers, I can help it. THAT, is my responsibility." I sighed. "I may not have Tony Stark's tech, or Captain America's years of experience. But that doesn't mean I can't help. Even if it's just stopping purse-snatchers."

Thorax seemed to be debating in his head for a few minutes, before finally saying "Okay then. Let's do it."

I smiled and we exchanged a fist bump. "Glad to see you're on board."

"Well I figured I can at least try and help make sure you don't get killed. Because you're my best friend and I care."

"Good to know."

"Besides, if you get killed out there who's gonna help me with my Biology homework?"

I laughed, knowing he was joking. He didn't really need help with his homework.

A few nights later I stood on the side of the Empire State Building, suited up and Web Shooter's loaded. I made sure the earpiece I made out of an old Bluetooth headset was firmly stuck in my ear. "Testing 1 2 3."

Thorax's voice, a little static-y, replied "I read you loud and clear, Spidey. Police scanner says there's a car chase on 7th street."

"I'm on my way."

I pulled the mask on over my head, looking out over the city. "Look out New York. Here's comes Spider-Man."

And with that I leaped off of the building...

That was how my story started.

But it's not over yet.

Sadly though, I'm out of paper in this journal so you'll have to wait for the next chapter of my life as Spider-Man.

When Tony Stark came and drafted me into the Avengers Civil War.

Author's Note

*Speaking from personal experience here.

Two Flashback chapters back to back? What new spore of madness is this?!
It's me feeling bad about leaving you guys with a cliffhanger in the last one, and deciding to finish the origins so I can focus more on the main story.

Also, not sure if I should put the Suicide/Self-Harm tag on because of what Sunset revealed, but it's the only example of that in the whole story so... yeah I think I'll be okay.

That little ending bit was improvised, mostly. But yeah, there's not going to be anymore Flashback chapters until Book 2. Those, as said above, will cover Spider-Flash's involvement in the events of Civil War.

That's all for now. Equestrian Defender, out.

Chapter 11: The Oscorp Job

-Friday, April 28th, 2019-

Oscorp Tower towered (Ha ha.) over the other buildings around it; a 100 story behemoth that seemed to nearly touch the sky. Running horizontally on the front side of the tower was the Oscorp logo, purple lights helping to illuminate it so it stood out at night. The whole building of metal and glass stood not only as a testament to Oscorp's money and power, but also to the ambition, vision, and perseverance of one Norman Osborn.

At least, that's what Thorax and Flash heard when they toured the building on that field trip where Flash got his powers.

Right now though, Flash was on the roof of a building across from Oscorp Tower, slipping on his new suit.

The Stealth Suit that Twilight had designed specifically for this mission.

-Wednesday, April 26th, 2019-

Flash looked over the suit Twilight had made. Unlike his usual red and blues with the web designs, this one was mostly black and white with a large black spider on the chest that had slightly longer legs.* "Okay. So how does this thing help me get into Oscorp?"

Twilight smirked, before pushing a button on the suit's right web shooter-

-and suddenly the suit's colors faded away, seeming to blend into the table itself. Flash's jaw dropped at this. "Okay, that is pretty cool."

"THAT is stealth tech I designed with some specific parts from Tony Stark. The suit is designed to make little to no noise when you move, hides your body heat from those pesky thermal sensors, and can even hide your scent if you ever have to sneak past attack dogs. And the cloaking device I built will bend light around you, rendering you almost completely invisible."

"Almost?"

"Just two small bugs with the cloaking device. You need to move a lot slower when you're using it, otherwise it won't be able to keep up and you'll start to show up as a human-shaped blur. Along with that, the cloaking field around you is very sensitive to water."

"Kinda like the cloaking devices used by the Predator. A bit of water and that thing'll start shooting off sparks before failing."

She nodded. "That's right. If I had more time than I could probably fix it."

"Sadly we don't have that," Thorax said from over at his computer. "Thanks to that one head scientist at the Research Center blabbing it out and Twilight overhearing it, we know that Friday night Norman Osborn has a business meeting and he'll be out from 8-11(give or take a few hours). Plus with that that suit's water weakness in mind, this Friday will be the last night before we get nailed with some nasty storm systems that the weather guys are saying is going to last until May 5th."

"So Friday's our best chance to pull this job," Flash said. "So what kinds of security am I going to have to sneak past?"

"Depends on which floors. As the you get higher the security gets a lot tighter, because apparently they keep some of the more important research on the higher floors. The first ten floors are going to be the easiest to get past, since it's just going to be the security cameras."

"So I just need to crawl slow. Am I going to have to do that for all one hundred floors?"

"Since they got cameras on the outside of every floor, yes."

Once he got the Stealth Suit on Spider-Man made his way to the tower, Web-Zipping between the tops of the lamp posts so as to avoid the cameras Oscorp had set up on them.

Dropping down into some nearby bushes that hid him from view Spider-Man activated the cloak, waiting until his body was completely invisible before moving out of the bushes and onto the wall.

He then began to slowly crawl his way up the tower, mentally counting the floors as he climbed.

"The 11th Floor is when things change. From that floor up to the top, along with security cameras they'll be adding Thermal Sensors. Fortunately, the Stealth Suit will hide you from those.

'The problem will be once you hit the 26th floor. From that floor up they added pressure sensors that are designed to go off if a pigeon flies into it. And if that happens, the whole building goes into lockdown and activates several Oscorp Security Drones armed with Stun Blasters and capture lines. The only way you'll be able to go up past that floor without triggering it is for me to hack into the security network module on the 25th floor."

"And how the hell are you supposed to do that," Flash asked. "We already established we can't hack into Oscorp's systems from our lair."

"I took care of that," Twilight replied, pulling out a small metal disk with a light on the back, attaching it to the back of the Stealth Suit's right hand. "This thing will lead you to the module. Blinks red when you're getting close, turns green when you're on top of it. Once it's green, Thorax will be able to hack into the module and disable it."

"Not disable. More like trick the system into thinking there's nothing wrong. I'll let you know when you're clear to continue climbing."

Following the blinking red light until it eventually turned green, Spider-Man held his right hand with the disc over the spot and waited until Thorax said "All clear dude. Don't forget-"

"-get the module on the 75th floor. I remember Thorax."

"76th floor adds a rather annoying bit of security. Motion Sensors."

"And unfortunately, the Stealth Suit won't be able to hide you from that. Not even Susan Storm can hide from motion sensors," Twilight said.

"So just like last time, you'll need to find and link me to the module so you can keep going."

As he waited while Thorax hacked into the module, Spider-Man asked "Is Osborn gone yet?"

"Cameras showed him leaving the building just a few minutes ago," Thorax replied. "And with that, I am in. You just got the last one, on the top floor."

Continuing his crawl, Spider-Man looked up and noticed the clouds rolling in. "Uh, guys? Skies aren't looking too good."

"I just checked the radar," Twilight said. "Looks like the storm's gonna be coming in a little early."

"Oh joy. How long do I have?"

"I'd say about half an hour."

Sighing as he kept climbing to the last module, Spider-Man said "Thorax, have our Exit Plan B ready in case we need it."

"Already on it."

"Good boy," he replied as he came upon the last module, just above the helipad attached to Norman's office.

"The last module will disable the cameras, thermal sensors, pressure sensors, motion sensors, and laser tripwires in the vents and Osborn's office."

"And it'll be smooth sailing from there," Flash asked.

Thorax winced. "Not quite."

Spider-Man carefully crawled through the vent, thankful that the Stealth Suit kept his movements quiet. Looking through the grates he eventually found Norman's computer.

Now came the hard part. Pulling out the cord from his left Web Shooter, he readied himself. "I'm in position."

"Okay," Thorax said calmly. "Program's ready. I've studied their patrol routes, you will have a window in five... four... three... two..."

"There's one little hiccup in this. Osborn has about ten security drones in his office that are active whenever he's not in his office. Anyone goes in who doesn't have clearance, they end up stunned and out cold until the next day. And sadly, I can't hack into them as they're not synced to the Module. The only way to do so by voice commands from Norman Osborn himself."

"So, how do I get into his computer without getting blasted?"

"They attack anyone that doesn't have clearance on sight, based on facial recognition I.D. And they only have standard cameras, no thermal or motion sensors. So the Stealth Suit will be able to hide you from them as long as you don't move too fast. So no running."

"So just drop down, cloak, and don't move too much while you're plugged in," Twilight stated. She then smirked. "So, be sure you go to the bathroom before you start the climb up the tower."

Flash rolled his eyes. "Cute. How long will it take for the program to upload?"

"Once it punches through his firewalls, I'd say about thirty seconds tops," Thorax replied.

"Okay then. And if this goes south, we're clear on Escape Plan B?"

"...one. GO!"

Fortunately, Spider-Man started moving the moment Thorax said "...one." His feet touched the floor and he activated the cloak, found the USB port and plugged the cord in. Osborn's screen lit up and a bar appeared, reading Program Uploading.

Nervously, Spider-Man looked around and saw the drones. They looked like those four rotor helicopter drones everyone was talking about on the news. The difference was they all had the Oscorp logo and had a small gun on the bottom. Also a red light over their camera, probably meaning they were armed and active. He stayed absolutely still, barely moving a muscle as two of them looked right at him for a few seconds, before turning and continuing on its patrol route.

Looking back at the computer he saw the bar was at 58% and rising. "Huh, guess you were right about your program," he whispered.

"Uh, dude. Got a problem," Thorax said.

"Oh, come on. That's not what I need right now."

"Osborn must've forgot his keys or something, because he just walked back into the lobby."

Silently cursing, Spider-Man looked at the bar and saw it was now at 72%. "Program's still running. How long until he gets here?"

"He has a personal high-speed elevator in the lobby," Twilight said. "I remember reading a maintenance report that got sent to the scientist I was working with because of a mix up. Once he gets in it he'll be up there in roughly fifteen seconds."

The bar was now at 90% and rapidly filling. "Come on, come on."

Finally the bar was filled, and Spider-Man unplugged it and turned off the monitor. He was about to Web-Zip up to the vent he came in through when he heard the elevator DING! Shit!

As Norman Osborn came into view, Spider-Man was very thankful the cloak was on as Osborn couldn't see him.

Nevertheless, he stayed absolutely still as Norman walked up to the desk,

"Remember Flash," Twilight whispered (even though they both doubted Osborn would hear her. After all the suit was designed to make no sound.) "move slowly."

Keeping his breathing steady, he slowly moved away from the desk, being sure to avoid the drones as he made his way to the door to the helipad, noting the large vent above said door. "Thorax," he whispered "please tell me you've got the code ready?"

"It's ready. Just say the word."

He was right under the vent, no drones looking his way and Osborn still over by his desk. "Word."

"If at any time you get caught and/or need to make a quick escape, kill the lights to the whole building so you can get out of there," Thorax replied. "Fortunately once we're hacked into that first module I'll have access to most of the internal systems. I can mess with the A/C, shut off their Wi-Fi, set off all of the alarms. Turning off their lights'll be easy."

"Let's just hope we don't have to use it before I get the program uploaded," Flash said. "Otherwise it'll all have been for nothing."

The moment he gave the word the lights in Osborn's office, and subsequently all of Oscorp Tower, shut off and plunged the interior and exterior of the tower into total darkness. This only lasted for roughly a minute but by that point Spider-Man had already snuck through the vent out to the helipad and swung away, putting as much distance between himself and Oscorp Tower as possible.

Once he was a few blocks away he stopped and looked back at the Tower, noticing no drones coming after him. "Thorax? What do we got?"

"Well Norman hasn't deployed any drones or reported any break-ins, so obviously he didn't see you. Hopefully he'll think the lights were just some glitch in the electrical system," Thorax replied.

"That's good. Did the program go through?"

"Oh yes. The program had already integrated itself into the system. Even with the 'glitch' we caused, it's still in there and linked to our computers."

"So we're in?"

"Yeah. I'm inputting my search program and parameters to find tech that was stolen throughout March. It's going to take about... one day."

"One day?"

"Considering we've got 100 floors worth of servers and countless gigabytes of data to sift through, that's not bad," Twilight stated.

At that moment, the rain started to fall. Feeling the drops landing on his suit, Spider-Man watched as blue sparks start to appear around him as the cloaking field started to fail. Eventually it failed completely, revealing the grey and white suit. "Looks like you weren't kidding about the cloak being sensitive to water."

"You know I don't joke about my tech."

"Right. Well, I'm on my way back. This suit was nice and all, but I miss my red and blue."

"Just run a systems check and make sure we're not going to get anymore mystery blackouts," Norman said over the phone to the Engineering Department. He let the guy on the other end talk for a bit before saying "Let me rephrase that: run the systems check and make sure we don't get anymore mystery blackouts, or you can look for a new job. Good night." Hanging up he sighed. "What the hell do I pay them for again?" His phone then buzzed and a text notification popped up.

It read: Deactivate the drones and security systems in your office. We need to talk.

Norman sighed. Normally he'd argue, but he checked his phone and saw that he still had a bit of time. So begrudgingly he texted back: Make it quick. I can't afford to miss this meeting.

Don't worry about that. The people you're meeting ran into some trouble. Apparently their reservation got pushed back an hour.

"Of course," he muttered. "Drones: Standby."

The lights on the drone's visors all turned blue as they flew to their charging stations. Pushing a button on his desk, the doors to the helipad slid open, revealing the familiar black cloak and silver armored form of Bishop. As she stepped into the office her cloak began to recede into her armor, which then broke apart and opened up to allow Abacus Cinch to walk out, still dressed in her usual business attire.

Watching this, Norman rolled his eyes. "I swear if Tony Stark ever knew that suit of yours existed he'd more than likely sue you."

"Well he doesn't. And hopefully he never will."

Sitting down and gesturing to an empty chair in front of his desk, Norman asked "So, what is so important that you just had to see me and interrupt a very important business meeting?"

Cinch's response was to pull a triangular device from her coat pocket, silver and purple just like the her armor. Flipping it over she revealed a screen that read 100%, along with several buttons. Cinch placed it on his desk and said "You kept your end of the bargain. I believe it's only fair that I keep mine."

Gingerly picking it up as if it would vanish into thin air, Norman asked "Is this-?"

"There should be more than enough there to save your son," Cinch replied. "What you choose to do with the rest is up to you. Just don't ever say I don't hold up my end of my deals."

Norman nodded, stowing the device away in his desk. He then looked back at Cinch and asked "So we're done?"

"As a matter of fact, yes. I have everything I need from you. My project is almost ready. I just need to wait a few weeks before I set the wheels into motion."

"Well, you'll forgive me if I don't pour you some champagne."

"It's fine. I don't drink anyway." Getting up from the chair she smiled and said "It's been a pleasure, Norman."

Not exactly what I would call it he mentally replied.

Once Cinch had put her armor back on and turned to leave, she said "Also, word of warning: should you ever decide to sell me out to the police, I took the liberty of downloading some... leverage, from your computers. Enough to make sure your plans to become mayor will never succeed. Keep that in mind if you suddenly grow a conscience." Seeing his simmering face brought a certain amount of joy to her as she turned and engaged her jet boosters, the vents in her boots and the back of her suit glowing purple as she flew out into the night.

Norman growled as the doors slid shut. "One day, Abacus. You will get what's coming to you. And I'm going to enjoy watching you burn." Picking up the device she gave him, his expression softened and he allowed himself to smile. "But right now, I have more pressing things to worry about."

As she flew to her lab, Cinch activated the comm in her armor to place a call.

Almost immediately she had her answer. "Octavius."

She smiled. "Hello Otto. My deal with Osborn is over and done with. He's a loose end now."

Had it been a video call, she would have probably seen him smile. "Well now, allow me to cut him off."

"Patience, doctor. Give him a few days with his son first. Let him think everything's going to be great. And then-"

"-I will personally remind Norman Osborn of all the lives he has destroyed. Including my own."

Author's Note

*The Stealth Suit is the Future Foundation Suit from the comics.
https://www.deviantart.com/robinosuke/art/Spider-Man-Future-Foundation-Suit-496328979
Only instead of turning black for the Stealth Mode it turns full on invisible. Because Twilight is a genius who could give Tony Stark a run for his money. (Seriously, we have yet to see him make a stealth armor. You think he would've done that by now.)

Well that's that. Now we just wait for the next chapter and we may very well get a hint into Cinch's endgame.

Naturally you're all probably wondering what Otto Octavius is going to do. Well it won't involve him unleashing Devil's Breath into New York like in the game. I'm actually saving it for further down the line. But rest assured, Doc Ock will be facing off against our favorite webslinger.

But not for a while, as our next villain is going to be a bit more... scaly. :raritywink:

Equestrian Defender, Out!

Chapter 12: The First Date

-Friday May 5th, 2019-

It was after school that day, and the Rainbooms along with Thorax, Flash and Twilight were helping out at the F.E.A.S.T. Shelter for the afternoon. Why?

Well, a requirement for graduation at both CHS and Crystal Prep were that each student had to have performed at least twenty hours of volunteer work outside of school. And it had to be at a place that is not run by their families and where the students themselves are not employed. Rather than try and do all twenty hours during senior year, most of the students preferred to spread them out over the four years of high school. Some did ten hours over two years, some did five hours over four years, and so on and so forth.

And after hearing Flash say that they were a bit understaffed for the weekend, the Rainbooms decided to volunteer there. His aunt was more than grateful for the help.

So that afternoon, the Rainbooms were at various places in the shelter helping out where they could. Applejack and Rainbow Dash were helping with the delivery trucks, Rarity and Fluttershy were helping distribute clean blankets and bedsheets among the people, Pinkie Pie and Thorax were helping in the kitchen with Aunt May; which left Sunset, Flash, and Twilight to help out wherever they could.

Flash was called away for a moment to help one a woman, which left Sunset and Twilight alone to talk while they were helping to fix one of the TVs.

"So Twilight," Sunset asked while handing her a screwdriver "how have things been going?"

She shrugged. "Fine. Can't complain. What about you?"

"Well, after you asked me about anymore magical threats from Equestria that might be here in this world, I got a little curious. So I asked Princess Twilight to look through Starswirl the Bearded's old notes to see if there were."

"And?"

She sighed. "Nothing yet. But honestly, I'm hoping it stays that way. Between me and the Sirens, I don't think this world needs anymore incidents involving Equestrian Magic."

Twilight nodded at that. "Well, in case there is another one, I've been developing something to help with that."

Confused, Sunset asked "How so?"

"I've been working on a device. Originally it was just supposed to scan for Equestrian Magic (back when I thought it was just some sort of energy) but I reworked it a bit so that if there's any stray Equestrian Magic or if there's anyone using it with ill intent, it can absorb it."

"You sure that's a good idea," Sunset asked. "I mean, what if someone copies it and tries to use it against me and the girls?"

"I haven't actually built it yet. And the blueprints and schematics for it are locked away on my laptop at my home lab and a backup laptop at my school lab. Both are protected by three different passwords that change daily. Even then they wouldn't be able to get on either of my laptops, since I have both of them hooked up to my homemade fingerprint scanners. Only way someone's going to get past the startup screen is if they have my thumbprint." She smiled. "And besides I'd never use it against you girls. Unless some villain mind-controlled you girls and I'd need to stop you. Needle-nose pliers, please."

Sunset couldn't argue with that logic. "Fair enough." She grabbed the tool and handed it to Twilight, only to notice that she was looking somewhere else and smiling. Looking in the direction she was, she saw Flash juggling some apples much to the amusement of a few children. Sunset smiled and rolled her eyes at Twilight's expression. Just friends, huh? If it were any more obvious you liked him as more than a friend, there'd be a big neon sign above you stating it.

An idea began to form in her mind, and she couldn't help but giggle. Hearing it, Twilight asked "Something funny?"

Handing her the pliers she replied "Oh, nothing." Except I'm about to get two lovebirds together.

An hour later the three of them were in the kitchen snacking on some fresh-baked cookies. "Your Aunt's cookies are awesome," Twilight stated.

Flash nodded. "I've been eating them since I could remember. They were great then and they're great now."

Now to put the plan into motion. Sunset smirked and asked "Hey Twilight, are you free tonight?"

A bit confused, Twilight replied "Um, I guess. I don't think I have any plans."

"I'll take that as a yes." Looking at Flash she asked "What about you, Flash?"

"Yeah, I'm free."

Her smirk turned into a full on grin and she said "Good, because I'm not." As she walked out the kitchen door she continued "You two go on without me. Have fun on your date!"

Flash and Twilight just stood there, frozen from shock at what just happened. Flash finally broke the silence with a rather loud facepalm. "Goddammit Sunset!"

Sunset smirked from her position by the kitchen door, giggling to herself at Flash's exclamation. "What's so funny?"

Turning to see the rest of the Rainbooms she motioned for them to come closer and listen in. They obliged in time to hear Flash say "Sorry about Sunset. I didn't expected her to try something like this."

"Has she done this before?"

"You mean play matchmaker? Once or twice, but never with me."

Pinkie looked at her and asked "You set Flash and Human Twilight up on a date?"

Sunset nodded, and Rarity had to hold back a squeal so they could continue listening. Sunset herself smirked, remembering when she set up Lyra with Bon-Bon, and Octavia with Vinyl Scratch.* Both couples were happily together after a little "nudge" from Sunset.

"But, we don't have to go on a date if you don't want to."

"No no no," Fluttershy whispered. Seeing everyone look at her she rolled her eyes and replied "Come on. We all know they're both perfect for each other." Everyone nodded at that.

"We can just hang out. Like, normal friends."

There was a bit of silence before Twilight replied "Well..."

"Come on," Rainbow Dash muttered.

"...I actually... well, if you want..."

"Come on, girl. Get on with it," Applejack muttered, rolling her eyes. Only to get an elbow from Rarity, who was clearly enjoying this.

Finally they heard Twilight take a deep breath and say "I would like to go out. On a date. With you."

"Oh. Well, okay then."

Internally, all of the Rainbooms screamed YES!

"So, what do you want to do?"

Apparently overcoming her nervousness, she replied "Well, I have been wanting to see the new Godzilla movie."

"YOU like Godzilla?"

"Yeah. What? Did you think I was one of those girls who like cheesy romance movies?"

"No, last I checked your name wasn't Rarity Belle." They both laughed at that.

All the Rainbooms save for Rarity had to cover their mouths to stifle their laughter. Rarity simply rolled her eyes. Some people just do not appreciate good films.

"So, I'll see you tonight at seven?"

"It's a date."

"Awesome." There was a pause before Flash said "You girls really need to work on your eavesdropping skills. I could hear you breathing."

The Rainbooms groaned, and then Twilight asked "They were eavesdropping?"

"Yeah. Apparently they think our lives are their soap operas." There was a pause before Flash asked "Uh, Twilight? What are you doing with that cast iron skillet?"

An ominous feeling came over the six Rainbooms as they heard Twilight reply "I'm going to teach a lesson to our nosy friends. Be right back."

"Should we run," Fluttershy asked, a bit scared.

The answer came as Twilight came out of the kitchen, and sure enough clutched in her hand was a cast iron skillet. She glared at them and started counting down. "Ten... Nine... Eight..."

"RUN!"

The next hour the residents of the F.E.A.S.T. shelter were treated to the bizarre sight of Twilight Sparkle chasing the Rainbooms around the building while holding a frying pan. Flash and Thorax couldn't stop laughing and May just rolled her eyes with a smile and muttered "Kids today."

That night, with ten minutes before Flash was supposed to arrive, Twilight was looking over herself in the mirror. Since they were just going to get a pizza and see a movie, they decided to dress casual. So Twilight was wearing a sky blue blouse with purple stripes, a purple skirt decorated with star designs, and blue shoes. Her hair was now tied in a ponytail as opposed to the usual bun, the ponytail held in a hair-clip that looked like a six-point purple star. She wasn't wearing any makeup, frankly because she hated how it felt on her face. How her sister-in-law and Rarity managed to handle wearing this stuff was beyond her comprehension.

"You look great, Twilight."

She turned to see Cadance standing there, smiling. She smiled back. "Thanks Cadance." Looking back at the mirror, she asked "So, any first-time dating advice?"

She giggled. "Just be yourself. Flash already likes YOU, so don't try to be someone you're not."

"Okay." She noticed her hand was shaking. "And the nervousness I'm feeling?"

"The butterflies in your stomach? Inhale, count to ten. Then exhale, count to ten. I did that on my first actual date with your brother, worked wonders."

Ring!

"He's early," Twilight stated.

"Only by about three minutes," Cadance replied. "We should probably go before Shining tries to scare him off."

"I'd be more worried about what Spike would do. Fortunately, he's spending the weekend with his friends at Sandbar's house."

"It'll be fine. From what May said and what we've seen, Flash is nothing if not a gentleman. You have nothing to worry about."

Unless something happens and Flash has to suit up, Twilight thought which I really hope does NOT happen.

As they walked downstairs to the entryway they overhead Shining Armor talking to Flash, who was dressed in a pair of clean blue jeans and his usual jacket, both of which looked like they'd been freshly washed. Shining said "I want her back home by eleven tonight. One minute beyond that-"

"And you'll arrest me," Flash asked jokingly.

"Oh, I can do far worse than that."

Cadance lightly bopped him on the head and said "Knock it off, Shiny." She then smiled at them and added "You kids have fun."

Flash smiled at Twilight and asked "Are you ready to go?"

Twilight nodded. "Yep."

As they walked out the door Shining called "I mean it Sentry. Eleven O'Clock, and not a second past!"

Once the door was closed Flash asked "Is he always like this?"

Twilight shrugged. "I wouldn't know, seeing as how this is my first date."

Flash smiled as he held out his hand. "Well then, I'll just have to make sure this one is pretty awesome. Even if it is just pizza and a movie."

Taking his hand while trying (and failing) to stop the blush from forming on her face, she replied "Well, let's go! I wanna see Godzilla trash King Ghidorah!"

As they walked off they never noticed Cadance and Shining watching them through the window. Cadance's phone rang and she answered. "Hey May. Yes, they just left." She cursed under her breath and added "No, I didn't get any pictures. Don't worry, I'll get some when they-"

Shining could only roll his eyes at that exchange, and his own thoughts were simply You better not break my little sister's heart, Sentry. Otherwise they'll have to fish your body out of the Hudson.

Flash couldn't believe his luck.

Because for once since becoming Spider-Man, it was good.

They made it to the theater on time, got decent seats to watch the movie, and said movie turned out to be pretty good.**

They were now on their way to the pizzeria to grab their dinner, and so far nothing had come up. No muggings, no bank robberies, no crazy super-villains, nothing that would require Spider-Man's assistance.

Flash turned to Twilight, and saw her shiver slightly. "Something wrong?"

"No, I'm fine," she replied, rubbing her exposed arms. "Just a little chilly."

Before she could even blink he had taken off his jacket and held it out to her, revealing his usual t-shirt. "Here you go."

"Flash, I don't-"

"We still have three blocks to get to the shop and the last thing I want is for you to get a cold."

"Aren't you worried you might get cold?"

"I'm used to it. My old Homemade Suit wasn't that warm, especially when winter came around. And while my spider powers made it harder for me to get sick, they didn't stop me from feeling the cold." He shivered and said "I quickly learned the benefit of thermal underwear, and chimneys."

Twilight giggled before slipping on the jacket, noting how it was a few sizes too big for her. Further evidence came when she let her arms hang by her sides and the jacket sleeves covered her hands. "It's a bit big for me," she joked.

Flash chuckled. "Well, to be fair I'm a bit of a big guy. And you're kinda..."

"Short," she deadpanned.

"A little."

She playfully punched his shoulder, made a bit awkward by the sleeve covering her fist, and said "Come on. We got a half Meat Lovers, half Pepperoni pizza waiting for us."

As they resumed walking Flash looked at his watch. "Hmm. Shouldn't take us too long to eat the pizza. Still have about an hour to kill afterwards."

"So, what are we gonna do?"

"Well it's your first date, so is there anywhere you want to go?"

Thinking about it for a few seconds, she eventually said "There is one thing I want to do."

"And that would be?"

She smiled and replied "Pizza first. And then, we'll need to stop at a flower shop."

About thirty minutes later the two of them had stopped at a graveyard outside of a church, Flash carrying a bouquet of white lilies while Twilight led the way. They walked in silence for a bit, until Flash asked "Are we here to see your parents?"

Surprised, Twilight replied "Yeah. How did you-"

"It wasn't that hard to figure out. I haven't seen any pictures displayed of them at your house, I've never met them despite the many times I've been to your house." Flash sighed. "And the fact that you make it a point NOT to talk about them."

"Like you and your parents?"

Flash shook his head. "I was six years old when they left me with Aunt May and Uncle Ben and died in that plane crash. It's not that I don't want to talk about them, it's just that there's not really anything I can remember about them."

She put a hand on his shoulder. "Sorry."

"It's fine."

Eventually they reached their destination; a tombstone that bore two names: Twilight Velvet Sparkle and Night Light Sparkle. Underneath their names were the words: Good Parents, Great Scientists.

Twilight took the lilies from Flash and gently laid them in front of the tombstone. She sighed. "White lilies, Mom. Your favorite. Sorry I haven't visited in a while. I've been kinda busy helping..."

Flash didn't say anything as she spoke to the tombstone. Honestly, he and Aunt May did the same thing whenever they went to visit Uncle Ben's grave. Plenty of people did.

Once she was done talking and they started to leave, Twilight said "You're probably wondering how they died."

"I am. But I also know from personal experience it's not easy to talk about stuff like this. And I don't wanna push." He gave her a reassuring smile and added "But if you ever need to talk, I'm here."***

Twilight was silent for a moment before she wrapped her arms around Flash in a hug, laying her head against his shoulder. Taken off guard by this, Flash could only slowly (and awkwardly) wrap his arms around her in a return hug. They stayed like that for a few moments until Twilight eventually broke the hug and said "Thanks Flash."

"Anytime Twilight."

Eventually they made it back to Twilight's house, with a full ten minutes to spare. As they stood on the front porch Flash asked "So, on a scale from 1 to 10, how was your first date?"

Twilight giggled and replied "I don't have anything to compare it to yet, but I'd say about a 9."

"9?"

"The pizza crust was a little overdone." They both laughed at the joke, and Twilight continued "Seriously though? It was pretty great. Thank you."

"You're welcome," Flash replied with a smile.

"So..." Twilight said, leaving the sentence hanging.

"Same time next week," he guessed.

"I might have an opening," she joked. "But we'll need something else to do."

"Got any ideas?"

"A couple hundred."

"Okay then. See you tomorrow?"

She nodded, smiling. "It's a date."

And then she did something that neither of them really expected.

Before Flash could register what was going on, Twilight Sparkle had wrapped her arms around him.

And then she kissed him.

It wasn't a quick peck on the cheek either, this one was right on his lips.

After about a second he closed his eyes and returned it, both of them wishing that this moment would last forever.

But eventually their need for oxygen overran their need to kiss and they separated to breathe, both of them blushing furiously.

Once they got their breath back Flash said "That was... nice."

Twilight nodded. "Yeah. That was my first."

"Could've fooled me. You were great."

Twilight giggled, and began to lean in for another kiss.

Sadly Fate, and lousy timing, had other ideas. "That's enough you two."

Both of them immediately turned to see Shining Armor standing in the doorway. Finding her voice Twilight yelled "SERIOUSLY SHINING!?"

Shining couldn't hide the victorious smirk on his face. "Yes, seriously."

She groaned, before saying "I'll see you tomorrow, Flash."

"Yeah. I should probably get home before Aunt May starts worrying. And before your brother grabs the shotgun."

She nodded before giving Flash one last kiss (this one unfortunately shorter) before walking into the house and being sure to slug Shining in the arm as she did so. Once she was inside, Shining looked at Flash and said "She's happy."

Confused, Flash stated "I can see that. What does that-?"

"I like seeing my little sister happy. So if you do anything to make her unhappy, if you hurt her in any way, shape, or form; and nobody on this Earth will ever find your body. Understand?"

Rolling his eyes, Flash replied "Yes sir."

Shining smiled. "Great. Have a good night."

Once he was inside, Flash smiled as he walked back home. Thankfully tomorrow was Saturday, so he could afford to sleep in a bit tomorrow.

His phone buzzed and he looked at who was calling him.

Surprisingly, it was Twilight. Smirking, he answered "You miss me already?"

He could imagine her rolling her eyes, before she replied "Maybe a little. But I wanted to ask you something."

"Ask away."

"Are we...boyfriend and girlfriend now? I'm only asking because..."

"We kissed?"

"Yeah."

Flash smirked and replied "That depends. Do you want us to be boyfriend and girlfriend?"

The response was almost immediate. "Yes."

"Then yes, I'd say we're boyfriend and girlfriend now."

"That's a relief. I didn't know if we were supposed to wait until we've gone on at least two or three dates before making it official or-"

"Twilight."

"Yes Flash?"

"Relationships are one of those things that don't have a set pattern or process. And it's definitely not something you're going to be able to learn from a book. It's one of those things where you just gotta go with what your heart tells you. So please stop trying to overthink it."

There was a slight pause before Twilight jokingly replied "I'll try my best." She yawned and added "After a good night's sleep."

"Good night, Twi."

She giggled sleepily. "Good night, Flash."

Hanging up, Flash sighed happily as he looked up at the starry night sky.

Tonight had arguably been the best night ever.

Author's Note

*Yes, I ship them. No, I will neither confirm nor will I deny that they'll be showing up later in this story or a future one.
**My opinion, and I will not go into spoiler territory since it's not out on Blu-Ray yet and I don't want to spoil it for people who want to see it but haven't yet.
***The exact details of her parents will be revealed in Sci-Twi's own story later on down the road. But don't worry, you'll get some hints at it before this book is over.

AND THE SHIP HAS SAILED! 🚢🚢🚢🚢
On a serious note this is the first time I've ever done a chapter that goes straight into the romance territory, so sorry if this doesn't seem as good as my other chapters. Hopefully it's still passable to you guys.

And with that over, get ready because next chapter we dive back into the Spider-Man work, with the tragic case of Doctor Connors and the Lizard!

Chapter 13: The Lizard Part 1: Variety Is The Splice Of Life

-Saturday, May 6th, 2019-

"YES! FINALLY!"

Twilight couldn't help but yell out in joy, before grinning at her handiwork.

It had taken near a month, but she finally did it.

The device Flash had taken off of Scorpion's suit lay before her, the covering removed and its inner workings exposed. None of the components were fried, none of it was damaged in any way. Now all she had to do was start dissecting it further and take a good look at those components to try and find who made it.

The elevator opened and a familiar voice said "You sound happy."

She turned to see Flash walking into the base, smiling when he saw her. She smiled back and replied "Well, I had an idea on how to pop this thing open." She moved to reveal the now partially dismantled device. "And it worked!"

"That's great," he replied. He then gave her a quick kiss on the cheek and asked "How'd you manage that?"

"That is a long and complicated story."

"Abridged version?"

"I figured out there was a flaw in the device that allowed me to drain the power cell, thereby negating its 'Self-Destruct', as you put it. Once that was done I just had to pull off the back and voila!"

"Great. Now we can figure out who's been helping Cinch in the tech department."

She nodded. "Once I pull out some of these components and scan them, Thorax'll be able to run a search on them and we can go from there."

A groan came from the computers, revealing a half-asleep Thorax with an impression on his face of the keyboard. He lazily grumbled "Can you lovebirds please keep it down? Some of us were working all night."

"I thought you just got here early this morning and fell asleep," Twilight replied.

"I came right here after I got done at F.E.A.S.T. I've been here since about... seven o'clock I think."

"You've been here all night," Flash stated.

"I have?" Thorax looked at the time and his eyes widened. "Shit. Well, at least my brother's out of town for the weekend."

"Dodged a bullet there."

"Yeah." He yawned and asked "Can I get some coffee?"

Flash smirked and walked over to the coffee machine and poured him a cup. As he walked back he said "Here you go, your morning pick me up."

"Thank you," he replied and downed the contents of the cup in one go, savoring the bitter taste and the rejuvenating feel of the caffeine.* "Oh, that's so much better."

"Now all you need is a shower and to brush your damn teeth."

Thorax glared at him and replied "Don't patronize me, prick." He stretched and continued "And yes, I have been here all night. While you two were busy on your date, I was busy data mining. Speaking of which, how'd the date go?"

Twilight blushed, but replied "Well, considering I kissed him last night, I'd say it went pretty great."

"So, you guys are together?"

"Yep, we're officially boyfriend and girlfriend," Flash added.

"So which one are you," Thorax asked jokingly. Flash and Twilight rolled their eyes at his joke, but he said "Seriously though, congrats. But for the sake of my stomach, please don't do any of the mushy-gushy stuff around me."

Flash rolled his eyes, before saying "Back on topic, did your program find anything?"

Thorax winced. "Bit of a problem with that."

"Oh boy."

"When I said it was going to take about a day for the program to run its course, that might have been a bit premature. In truth, if what my computer's telling me is true, it's gonna take roughly a month for it to sift though all the data."

Flash sighed. "Which I doubt we have, since my little note to Cinch is probably gonna make her step up her timetable."

"Guess I better double-time it on ID-ing this device," Twilight said while looking at said device. "At the very least, we can be thankful she hasn't sent anymore supervillains since Rhino."

That puzzled Flash. "Yeah. It's been just shy of a month and we haven't seen anymore of her homemade super-thugs."

Twilight thought about it for a second, before asking "Maybe she ran out of willing volunteers?"

"Or maybe she didn't want to pull another jailbreak," Thorax suggested. "Those things do tend to be kinda public."

Flash shrugged. "I don't know. But I don't want to be surprised again like we were with Rhino. So-"

He was cut off by the familiar call of the Crime Alert. Thorax looked at it and said "Break in at an Oscorp Medical Laboratories. Cops are en route."

"And so am I," Flash replied, grabbing his suit.

The Oscorp Medical Center was built with the purpose of studying rare diseases, some of them so rare they didn't even have a name, in an attempt to find a cure. It's design was similar to the Research Center that Twilight interned at. The difference, aside from the logo on the side, was that the building was a bit shorter than that one. Which made sense seeing as how from what Twilight said most of the labs inside were underground, a measure taken to try and insure that in the event of a containment breach nothing would reach the surface until they could get it under control.

Arriving at the center and perching on a lamppost, he immediately noticed something odd. "Ah, Thorax? You sure there's a break in? Because all the windows and doors on the outside are perfectly intact."

He heard some typing through the com-link before Thorax replied "Something tripped the alarms in there. And the police scanners have said there were shots fired. So either it's- What the hell was that?!"

"Uh, can't see what you're seeing dude."

"Something just moved past one of the cameras he's hacked into," Twilight replied. "It was roughly human sized. And it had scales, claws, and a tail."

"Oh great. Anything else?"

"The thing moved too fast for us to get a good look at it. But it's heading for the parking lot. He should be there real soon."

He wasn't kidding, because the moment the last word left Thorax's mouth a large desk came smashing through the doors of the front entrance, eventually smashing into some poor guy's car.

Dropping down onto the blacktop, Spider-Man watched at the guy who through the desk. And...

"You can't be serious."

It looked like a strange mishmash of a human and a large lizard, with several patches of blood red scales across his exposed face, chest, arms, and legs. His hands and feet were now transformed into claws, each talon at least six inches in length and looking very sharp. His face was grotesquely twisted, parts of it starting to stretch out to resemble that of an alligator, but his mouth was filled with sharp, curved fangs. Add on to all of that was a long tail coming out from where his spine met his torso, completely covered in red and black scales. And barely hanging onto his frame were a pair of shredded blue jeans and a black leather jacket.

Tucked under his right arm was a metal crate. What was in it, Spider-Man didn't know. But he knew he definitely didn't want this guy getting out of here with it. So he fired a web shot down in front of him to get his attention and said "Last I checked this isn't a pharmacy, scale-face. Drop the crate and I'll help you find your way back to the zoo."

The reptilian man's response was to put the case on the ground, the glare at Spider-Man with hate filled purple eyes with yellow sclera. He then roared at Spider-Man and made it clear he wasn't in a listening mood.

He rolled his eyes behind his mask. Why do they always want to do things the hard way? "Fine, have it your way."

He fired an Impact Web and nailed the monster in the chest, knocking him to the ground and webbing him to it. "Huh. That was easy. Well I guess I'll just-"

The words died in his throat as his opponent ripped through the webs with his claws with relative ease, rising back up and snarling at him. "Of course it wouldn't be that- Huh?"

His bewildered statement came from the fact that the reptile man in front of him seemed to be in pain, clutching his head and all but screaming. Upon closer inspection Spider-Man could see that his scales were starting to peel off to reveal patches of lightly tanned human skin, and his claws were also falling off and revealing human fingers."Oh-kay... Twilight?"

"I'm not sure," she replied. "But judging by the screams of pain and what your mask scanners are picking up about his vitals, he seems to be going through something akin to some sort of withdrawal."

"Judging by the peeling scales and reappearing human parts, I'm gonna guess it's whatever made him a wannabe Velociraptor," Thorax added.

"That makes things easier. All I need to do now is keep him occupied until he runs out."

Almost as if in response to Spider-Man's statement, the reptile-man grabbed a nearby car and with a surprising display of strength flung it at him. Spider-Man easily managed to jump out of the way, and dodge when he felt his Spidey-Sense go off. It was a good thing too, since at that point the reptile-man had lunged at him with what remained of his claws outstretched. Spider-Man dodged a few more strikes before delivering a few hits of his own, striking his enemy's chest, stomach, and face. The last few hits he scored sent his opponent staggering backwards against a car. And before he could recover Spider-Man quickly fired a series of Impact Webs and standard Web shots, gluing the monster man to the vehicle. He tried to struggle but the thick amount of webs and the rapidly depleting... whatever it was that was in his system, made the task all but impossible.

Eventually he stopped struggling, settling for just screaming in pain as his transformation full reversed itself, revealing a man of about twenty-five with orange-yellow hair styled in a messy mohawk. He groaned one last time before his eyes rolled back in his head and he passed out. Fortunately, the scanners said he was still alive.

"Well, that went better than I expected," Spider-Man said. "I was expecting at least a few tears in my suit."

"Let's not tempt fate," Twilight replied. "Pick up some of the scales and talons he dropped. I might be able to figure out what made him like this."

Picking them up and slipping them into a pouch in his belt, he said "Alright, samples collected." He then remembered the crate and said "Let's see what he was trying to steal."

Carefully he opened the top of the crate to reveal-

"Uh, guys? We might have a problem."

Back at the lair and with his mask off, Flash pulled up a photo on the computer that showed the same person he'd been fighting; but with noticeably less scales, claws, and tail. "According to the police files this guy is Garble Burns, twenty-three years old and a real piece of work."

"No kidding," Thorax said at his own computer, looking up Garble's record. "See that tattoo on his left arm?"

They looked at the big screen and sure enough, on Garble's left arm was a stylized tattoo of a serpentine dragon coiled around his arm from his shoulder all the way to his wrist. Thorax continued "That tattoo marks him as part of a gang. Specifically, this dude's part of the Dragon Tail Brotherhood."

Twilight nodded. "Yeah, I've overheard Shining talking about them. These guys are into drug running. And arson. Racketeering. And arson. Vandalism. And-"

"Let me guess," Flash asked sarcastically. "More arson?"

"What can I say? These guys apparently all have a fire fetish."

Thorax nodded. "I know. Back when Pharynx and I lived in Harlem, these guys were notorious. Burned down multiple restaurants and businesses if they wouldn't pay their 'protection fees.' At least until Luke Cage kicked 'em out and they decided to migrate to Brooklyn. According to his file he did three years in juvie for lifting cars. Once he got out he got busted six months later for running drugs for they Dragon Tails. Currently he's out on parole. Or rather, he was." He glared at the picture of Garble, and then asked "So how did this fine piece of work get turned into a piece of rejected Dino Crisis 3 concept art. God that game was stupid."

"Well Twilight's scanning the stuff I brought back," Flash replied. "But I got a pretty good idea. The crate he was trying to steal had several cannisters filled with animal DNA. Specifically, lizards. I caught a few names like Sphenodon punctatus-"

"Tuatara," Twilight explained, seeing Thorax about to ask the question. "New Zealand reptiles."

"-Eublepharis macularius-"

"Common leopard gecko. Sunset actually has one as a pet."

"-and last but not least, Varanus komodoensis."

Twilight's eyes widened at that. "The Komodo Dragon?"

"You mean those really big lizards from Indonesia," Thorax asked.

"Yeah. Those things are extremely aggressive and poisonous. And confirmed cannibals."

"Ew."

"That's not the only thing," Flash said. "A few of the canisters were filled with something else."

"What was that," Twilight asked. "Dinosaur DNA?"

Flash shook his head. "The Cross-Species Formula."

If he didn't have their attention then, he had it now. "You mean the stuff they put in that spider, which then bit you and made you Spider-Man," Thorax asked. "That Cross-Species Formula?"

"Yep." Flash looked at his hand and continued "If a little bit of that spider's venom was enough to make me Spider-Man, just imagine what a few canisters of this stuff loaded with lizard DNA could do for the Brotherhood."

"Slight problem with that theory," Twilight said. "According to his file, Garble's a high school dropout."

"He ain't the only one," Thorax added, rapidly typing at his computer. "According to the police files, most of the known or suspected members of the Brotherhood are either high school dropouts or they never made it to college."

"And unless they think splicing their genes is as easy as mixing together fruit punch, none of them have the expertise to make the formula without killing themselves."

"So somebody who does know what they're doing is making it for them," Flash figured. "Probably someone who knows a thing or two about genetic engineering and Cross-Species Genetics." Looking at Twilight he asked "Any ideas who?"

"I can think of one person who knows more about Cross-Species Genetics than anyone else in New York City," she replied. "and that's Doctor Curt Connors. He was the former Head Researcher for the Cross Species Genetics Project, with a Masters Degree in multiple fields of genetics and Herpetology.**"

"You don't mean 'former' like Adrian Toomes, do you?"

She shook her head. "No. Doctor Connors decided to take up a teaching position at Empire State University, but Oscorp still let him run some experiments using the formula."

"Really?"

Twilight nodded. "Connors lost his right arm at the elbow in an accident years ago. He believes the formula holds the potential for unlocking the future of human evolution. His own experiments are mostly focused on trying to give humans the regenerative abilities of lizards. Just imagine the good that could do for war vets and accident victims who've lost limbs."

Flash could agree with that. "Well, if Garble got a taste of his formula, I'd say the formula's still got a way to go."

"Found something suspicious," Thorax said, getting their attention. "According to ESU's records, Connors has been out sick for the past week."

"Yeah, that definitely sounds fishy. Is his wife in?" Seeing Thorax nod, Flash grabbed his mask and said "Let's see what she has to say then. What's her schedule look like?"

"She's in the middle of a lecture. Should be done by the time you get there."

"Good. In the meantime, listen in on Oscorp. And let me know how the hell Garble got in there."

"Can do."

Empire State University was arguably one of the most well known places in Greenwich, an outstanding university with an impressive series of accolades and awards, that boasted some of the most cutting edge equipment and had arguably most qualified teachers/professors for their respective fields. Anyone lucky enough to attend and obtain a degree would no doubt have career options out the yin-yang. Especially if your going into a field of science.

In other words...

"This place is pretty much my dream school," Spider-Man said, swinging onto the roof of a building.

"Mine too," Twilight replied.

"Sweet. What majors are you gonna pursue?"

"I'm planning on doing a double major in Physics and Chemistry."

"Let me guess; creating clean and renewable energy sources?"

"Yep. Hopefully something that'll be a lot cheaper and easier to make and distribute than the Arc Reactor. What about you?"

"Neuroscience and Biomedical Engineering for me. I've got some ideas for next-gen Neuroprosthetics."***

"Really? Do tell."

"Well for starters-"

"Guys," Thorax cut in. "Focus. You can gush about science afterwards. Preferably when I have a doggie bag."

"Sorry," they replied in unison.

Finding the right building he slipped in through an air vent before exiting into the room. Looking down he saw the group of students listening intently to the woman teaching; a woman in her mid-thirties with light red hair that reached her shoulders wearing a lab coat and black shoes, a pair of wire-rimmed glasses over her green eyes.

Once she finished her lecture she said "And that's that. See you all next Thursday."

Once the students had all left and she was packing up her stuff, he lowered himself down on a web line and asked "Doctor Martha Connors?"

"That's me. How may I-" Her eyes widened when she saw him hanging there. "Spider-Man. What are you doing here?"

Releasing his line and landing on his feet, he said "Well, while I find the world of Herpetology fascinating, I'm actually hoping you can help me with something."

Looking at him confused, she asked "How?"

"Well, this morning..."

"So considering your husband helped to create the original formula, I was kinda hoping either you or him could help me figure out who might be helping to create this formula that Garble used."

The entire time that Spider-Man spent explaining what happened, Martha had spent it listening intently and looking quite shocked and even a little horrified.

When he finished, she sighed. "I was afraid of this."

"Afraid of what?"

Taking a deep breath, she said "You have to understand, he didn't mean for this to happen."

"Curt's not sick, is he?"

She shook her head. "Well, not exactly. He doesn't have the flu, but he-"

At that moment his Spider-Sense went off, and he raised a hand to quiet her. "Guys, my Spidey-Sense is going crazy," he whispered. "What's going on?"

"Nothing's on the CCTV or the police scanners," Thorax replied. "But I do have something for you. Chatter on the Oscorp channels said that Garble didn't come in through the front door. He made his own entrance."

"How?"

"Turns out the basement of that medical center was directly over the sewers. Garble crawled through it and then dug up through the concrete. Took their security team by surprise."

His blood ran cold at that statement. "Thorax, is ESU directly over the sewers?"

There was a pause before Thorax replied "I'm afraid so."

SMASH! CRASH!

Turning towards the wall the sounds came from, Spider-Man asked "What's on the other side of the wall?"

"That would be the men's room," Martha replied. "Why?"

The answer came when a large object smashed through the wall, landing on the floor and skidding to a stop to reveal.

"A toilet," Spider-Man stated, while looking at the hole in the wall. "Not sure if I should laugh or be very...very...scared."

What walked through the wall was another lizard man similar to Garble. The difference was unlike Garble, who still retained a strong majority of his humanoid features at the time, this guy looked far more reptilian. His head resembled an alligator's, with a full on snout and a large mouth filled with curved, serrated fangs. His whole body was covered in dark green scales, with a set of dorsal spikes lining his spine to halfway down his long tail. And he wore a pair of shredded blue pants and equally shredded black shirt, finishing his ensemble with a torn up white lab coat. All of that, and he stood at a very imposing seven feet tall.

He glared at Spider-Man with red eyes with slits, and angrily hissed at him.

Unfazed, he asked "Doctor Connors, I presume?"

An angry hiss was his only answer.

"Curt," Martha said, walking in between him and Spider-Man.

He looked at her, and his eyes seemed to soften. Slowly and carefully, she gently laid her hand on the side of his face. "I'm close, Curt. I just need a little more time, and I'll be able to cure you."

The reptilian-Connors blinked, before moving away and shaking his head. "I get the feeling mister Lizard here doesn't want to be cured," Spider-Man whispered.

The Lizard looked and glared at him, before looking back towards the hole and letting out a series of snarls and clicks.

And walking out of the hole were four more reptile men; one with light purple scales (once they were arrested he'd later learn that their names were Fume-), one with charcoal gray scales (-Charcoal-), one with grayish turquoise scales and a very long and very thick tail (-Whip-), and the last one had pale white scales(-and Fizzle).***** None of them looked as completely reptilian as Lizard, still having a large amount of human parts, but they all shared a similar look of feral anger (and in some cases, hunger.)

Martha looked mortified. "My God. Curt, what have you done?!"

Stepping in front of her Spider-Man said "Mrs. Connors, you need to leave. Now."

"No, I can-"

Lizard roared before grabbing a desk and tossing it at them with little difficulty, forcing Spider-Man to push Martha out of the way (coincidentally towards the door) and then back-flip out of the way as it plowed through everything in its path. "Mrs. Connors, if you don't want to get hit by a desk, I really have to insist that you get out of here. Now!"

She nodded and ran for the door, but before she left she said "Please don't hurt Curt. He's not in his right mind!"

Seeing the other four lizardmen start to come forward with their claws extended while Lizard stayed in the back, Spider-Man got into a combat stance. "I'll try, but I don't think he's gonna give me the option."

Fume lunged at him with his claws outstretched, but he was so clumsy that Spider-Man dodged it with little effort. He subsequently dodged an attempted slash by Charcoal, and then flipped over a powerful and very quick tail-swing by Whip. Jumping back to avoid another swipe from Charcoal, he landed on a desk and said "Man, you guys are out of shape. Maybe outta do some cardio."

Fume glared at him before letting out an earsplitting screech as the skin around his neck unfolded into a massive yellow frill that vibrated and made a loud rattling sound. When his Spider-Sense went off he immediately ducked out of the way, just as Fume shot out a large glob of dark green... something, where Spider-Man had been standing moments earlier.*****"Jeez, the scanners are saying that stuff has incredible Cytotoxicity" Twilight said. "I recommend not letting that stuff get on you. If that stuff gets through your suit-"

"Got it. Don't let the venomous spit from the wannabe Dilophosaurus get on me." He dodged another glob of venom, another tail swipe from Whip and a few more swipes from Charcoal, he said "Okay, time to end this."

Whip tried to tail... whip him again, but instead of dodging Spider-Man instead grabbed it and fired an Electric Web at his back. As he shook and spazzed from the electricity coursing through his body, Spider-Man yanked on Whip's tail with all his might and flung him right into Fume, both of them slamming into the wall. After webbing up his mouth he fired a few Impact Webs and all but plastered them to each other, and the wall. Charcoal tried to lunge and bite him, but a quick throw into a wall and a few Impact Webs put a stop to that. "Okay that's-" He looked around, only to notice something wrong. "Where's Doctor Connors?"

"Forget that, weren't there four lizard men," Thorax asked.

He was about to respond when he felt something wet drip down onto his shoulder. He looked up-

-and immediately something slimy and pink shot down and wrapped around his throat. As he struggled to remove it from his neck it suddenly began pulling him upwards towards the ceiling. Following the slimy pink thing to the ceiling, he saw part of the ceiling seemingly peel away and start to change color to a pale white, eventually taking on the familiar form of the last lizard man, Fizzle.

And the slimy pink thing wrapped around Spider-Man's throat... was his tongue. EW!

Through his slightly oxygen deprived brain he vaguely heard Twilight yell in disbelief "It's part chameleon?! Seriously?"

Before he got any higher, Spider-Man pressed his Web Shooter right on Fizzle's tongue and fired an Electric Web, nailing his target.

Plain old electrocution would be painful enough, but on the tongue? The pain was immeasurable as Fizzle started to spasm and fling his tongue around wildly, eventually releasing Spider-Man and unintentionally throwing him into a wall. Getting his breath back, and ignoring his very bruised spine, he attached twin Web Lines onto Fizzle and yanked him off the ceiling, before spinning him around the room like a tether-ball and throwing him against the wall with a very loud and painful sounding SLAM! A few Impact Webs later and Fizzle was plastered against the wall and he wouldn't be moving anytime soon. Wincing from the large bruise he no doubt had on his back, he grumbled "First a Dilophosaurus and now a long tongued Indominus Rex? What am I in, a Jurassic World fan film?"

"Doubtful," Thorax replied. "The Velociraptors were a lot smarter than these losers."

"True. Thorax, where's Lizard?"

"CCTV shows a nice big hole in the wall of the Connors' lab."

"Then I guess that's where I'm going."

By the time he got there Lizard was long gone and the lab had been seriously trashed, with broken equipment left and right and lots of claw marks in the walls.

And in the center of it all was a large hold big enough for the Lizard to fit through. And judging by the faint smell it went all the way down into the sewers.

"Damn it!"

Spider-Man turned to see Martha Connors standing near a cold storage safe that had its door ripped off, and a nice big empty spot in the center shelf. "What did he take from there," Spider-Man asked. "And please tell me whatever it was wasn't toxic."

Martha sighed. "Curt and I were experimenting with combining the Cross-Species Formula with lizard DNA. We were trying to find a way to give ordinary humans the regenerative capabilities of lizards."

"So what happened?"

"We thought the formula was safe and ready for human testing," she replied, tears starting to form. "But we were wrong. So wrong. Curt turned into that... thing. At first he wasn't able to talk outside of snarls and growls. But now..."

She said he spoke to her. "What did Curt say to you?"

"I told him I could cure him. He looked me right in the eyes, and he said... He said HE was the cure."

Spider-Man could put the pieces together from there. And the results weren't looking good.

He wasn't working with the Dragon Tails Brotherhood. He was using them as guinea pigs. He's trying to replicate the formula to make more lizard people like him. But he couldn't get all the right materials as he was, so he had Garble try and steal them. But since I stopped Garble, he decided to come right for the source. "How much of your formula did he take from the fridge?"

Tears were running freely from her eyes as she replied "I'll put it to you this way. If he manages to get the formula into a gas form, he could potentially turn the entire city into lizards like him."

Spider-Man couldn't help but feel sympathy for her, and for Doctor Connors himself. He had wanted to use his knowledge and work to help people. But instead, his work ended up turning him into a monster. Neither of the Connors deserved this.

Putting a hand on her shoulder he said "Mrs. Connors. I promise you, I will bring Curt back. Scale-free and 100% human."

Wiping her eyes she replied "Thank you. I may have a way to do that. But I need a little more time to complete it."

"Complete what?"

"A Lizard Gene-Cleanser. Inject it into his bloodstream and it should purge out the Lizard Formula."

How much longer do you need?"

"Not long. I just need to finish the mixing process and it'll be ready."

"That's great." Spider-Man then looked at the hole. "In the meantime, I need to make sure Curt doesn't end up hurting anyone." Picking up a loose piece of paper and a pencil, he scrawled out two numbers. "The top number is for a burner phone that I gave to a reliable and trustworthy friend of mine on the police force. Call him, tell him everything, and he'll do his best to make sure what happened to your husband doesn't make the news."

She nodded, gingerly taking the piece of paper. "And the second number?"

"That's the number for my earpiece. Let me know when you got the Cleanser ready."

And with that he jumped down the hole, intent on ending this nightmare before it got any worse.

Meanwhile, in a hidden lab within the sewers, the Lizard formerly known as Curt Connors was busy running the multiple test tubes of the Cross-Species Formula through a machine, watching as the green liquid was transformed into a gas and then sucked into four metal spheres the size of baseballs. Smiling, he whispered in a raspy voice "Ssssoon, humanity'ssss full potential sssshall be unlocked." He looked over at a map on a nearby table and a large machine that looked like some sort of homemade cannon, his smile transforming into a full on grin as he did so. "Ssssoon, the ssssuperior sssspeciessss will risssse.

'And nothing, not even Sssspider-Man, will sssstand in my way."

To Be Continued...

Author's Note

*Thorax is basically me in the morning. Wake up and the first thing I ask is "WHERE'S THE DAMN COFFEE?!"
**That's the actual term for the study of amphibians and reptiles. https://en.wikipedia.org/wiki/Herpetology
***That's actually what he was doing when he was working with Otto Octavius in the 2018 Video Game.
****I looked them up on the MLP Wiki. These are the names of four of the dragons that were with Garble in Dragon Quest, which while being my person pick for worst episode of MLP ever, still gave us some interesting designs for some of the dragons.
*****Fume's neck frill trick is based on the Frill-Necked Lizard https://en.wikipedia.org/wiki/Chlamydosaurus
The venom spitting ability is inspired by the Dilophosaurus from Jurassic Park. However, the ability is based on real life spitting cobras https://en.wikipedia.org/wiki/Spitting_cobra

And thus the first part of my Lizard two-parter is finished.
Now honesty time, I openly admit that much like romance, tragedy is not one of my strong suits in writing. That being said, having remembered lots of the Lizard from the 90's Spider-Man Animated Series (which still holds up today, just not as much due to studio interference not allowing for decent fight signs) the Spectacular Spider-Man cartoon (still wish we got a 3rd season) and the Marc Webb Amazing Spider-Man movie (which I thought was a good movie) I do have a basic idea of the tragedy.
The way I view the tragedy of Doctor Connors/The Lizard is that Doctor Connors is a good man who wanted to use his knowledge to help people. But his work ends up turning him into a monster. As the old saying goes, "The road to Hell is paved with good intentions."
As for why I included Garble and the other cronies, I wanted to up the anti a little. Plus it gave me an excuse to throw in some Jurassic Park/Jurassic World jokes. :pinkiehappy:
And yes, later down the line in this universe our heroes will be having some run-ins with the Dragon Tails Brotherhood.
Anyway, hope you guys liked this chapter. If you did, be sure to Upvote, Fave, or leave a comment.
Equestrian Defender, out!

Chapter 14: The Lizard Part 2: Clash Of The Cross-Species

Spider-Man almost gagged when he made the mistake of breathing through his nose. "Twilight, make a note."

"Yes?"

"Nose filter for my mask. Please."

He heard Thorax snicker and ask "The sewers don't smell that bad, do they?"

"They smell like shit, Thorax. You want me to give you a tour," he grumbled.

"Ugh, no thanks."

"Then shut up and tell me where Lizard is."

"Well, thanks to the scanners on the Oscorp Security Towers somehow being able to reach into the sewers-" Twilight began.

"Whoever designed those things must've made a fortune," Spider-Man muttered.

"-we're running scans of the sewers and the city now. And... This can't be right."

"What can't?"

"He's not showing up on the scanners. At all."

"But those towers are linked to every CCTV camera and alarm in the city. Plus they have thermal scanners so-" He facepalmed. "Of course."

"What?"

"Doctor Connors used lizard DNA. And lizards, like most reptiles-"

"-are cold-blooded," Twilight finished. "Which means their body temperature is far lower than humans. Probably low enough that the thermal scanners won't be able to find him."

"And since they don't have cameras or alarms in the sewers, we can't see him or find him." Seeing scratch marks on the side of the wall, he sighed. "Well then, looks like I'm going in blind. Just me and my Spidey-Sense flying by the seat of my pants."

"Fortunately I have a pretty good idea of where he's going," Thorax said. "Keep heading down the tunnel and then take the first left. That tunnel leads to an open area, and something there is using a lot of power."

"Can do." Making sure his right web shooter was set to Impact Webs and his left was set to Electric Webs, he slowly made his way down the tunnel, following Thorax's directions.

And sure enough, he came into-

"Wow. You guys are seeing this, right," he asked.

The entire space had several machines one would expect to see in a scientist's laboratory: beakers and test tubes, Bunsen burners, mixers, cooling units, and plenty of stored chemicals.

And among them were several empty test tubes that he could tell used to have the Cross-Species formula.

Seeing several of the machines hooked up to power lines running through larger main lines on the ceiling, Spider-Man stated "Looks like the good Doctor tapped into the power grid. And all this equipment... Thorax, how long has Connors been out sick?"

"Technically seven days. But according to what I'm reading, they were doing some renovations and classes were laid off for three days. So all in all I'd say anywhere from ten to eleven days," Thorax replied.

"And he stole all of this equipment, set it all up, and tapped into the grid in that time," Twilight asked in amazement and some disbelief. "Gotta give Lizard credit, he works fast."

"Probably doesn't need to sleep as much as humans, assuming he's now running on a reptilian sleep cycle," he replied.

His eyes were then drawn to a machine that he was unfamiliar with; it looked like a fume hood but instead of a large fan and chimney it had four small fans connected to tubes that led to a glass cube. Said glass cube had looked like it was supposed to hold something. Or several small somethings. "What the hell is this thing," he asked.

"Looking it up now," Thorax replied. "Found it. And I don't know half of the stuff this says. Because unlike my two best friends, the only science I'm super-nerdy about is computers. Twilight?"

"It's a matter conversion chamber. It converts liquids to a gas-based form and then transfers it into approved canisters."

Cold shivers went down his spine at that news. "Gas-based form?"

As realization hit all three of them, Thorax was the first to find his voice. "Oh God. If he has enough of that stuff he could turn New York City into the Florida Everglades."

Looking around he spotted a map of New York on a folding table. "You're right on that. According to this map he's planning on unleashing it in Time's Square, blanketing the majority of the island in this stuff. Based on his new notes he's expecting most of the population of Manhattan to be lizard people by the end of the week." Seeing a few other papers of machine diagrams he added "You guys think these would be enough to do it?"

"Not likely," Twilight replied. "They can't contain near enough of the gas-based formula for his projected numbers. Plus according to those notes the formula in gas form only lasts for a few minutes outside of their containers before dissipating."

Picking up another diagram of a different machine, Spider-Man's eyes widened. "Hold on. Is this-?"

"Is this what," Thorax asked.

"It's a chemical cloud launcher. The idea was to use a machine like this to turn a canister full of liquid vaccines and antiviruses into a vapor cloud that would be harmlessly breathed in by the people, thereby negating the need for injections and possible contamination by needles. Theoretically speaking, if this worked you could cure every cancer case in New York in an afternoon, and possibly prevent further cases."

"That sounds cool," Twilight said. "But also terrifying because if some terrorist loaded it with a toxin-"

"-depending on the size of the cloud, anywhere from thousands to millions of people could die and nobody would be able to get away from it in time. In this case though, if we don't stop Lizard we're looking at millions of people getting turned into dinosaurs."

"Wait a second, if he's got that cloud thing then why the hell did he make the grenades," Thorax asked. "Kinda seems pointless."

"Unless he wants to test the new gas formula to make sure it works before he unleashes it for the big event," Twilight replied. "I was reviewing the footage from your fight with Garble and the other mini-lizards. They each had a puncture wound on their neck, so we can assume Lizard's only used the liquid-based form, more than likely the same kind he injected into Garble."

"And it'll probably make for a good distraction too. He throws them, people start turning into reptiles, other people start panicking and the cops come. And while they're all focused on the other lizard people, the big lizard's free to go to Times Square." Seeing fresh scratches going down the one tunnel he took off down it and asked "Thorax, does this tunnel have any exit points before Times Square? Preferably one that has a lot of people."

"I'm only seeing one place that matches that criteria..."

Manehattan Mall was a modest sized three story building just outside of Times Square that sported multiple shops, boutiques, an arcade, and a very large food court with vendors that sold just about every kind of food or cuisine imaginable. Saturdays and Sundays, it wasn't uncommon for the mall to be packed almost to the brim with people catching up on the latest fashion trends, doing their best to beat their friends' high scores, or chowing down on some Thai food.

Or in the case of Spike and his friends, catching up on their favorite comics.

"It's called Manga, thank you very much."

The snarky comment came from a thirteen year old boy with blue hair that ended in yellow tips, a blue t-shirt with a yellow griffon print and yellow cargo shorts, and a pair of sneakers that seemed to be more duct tape than shoe leather. In his hands was a volume of a manga, something called Berserk, and he seemed to be enjoying it.

His friend; a boy about Spike's age with two tone green hair, a light green shirt and blue shorts, simply rolled his eyes and replied "You do know Manga's just another name for Japanese comics, right?"

Gallus nodded. "I know that, Sandbar. But it feels wrong calling them comics, so-"

Spike rolled his eyes, having heard this debate between the two before. So instead he said "Hey, I'm heading down to the food court to get some nachos. You guys want anything?"

"I'm good," Gallus replied.

"Same here," Sandbar echoed.

"Okay then. I'll be back."

A few minutes later he was sitting by the fountain in the Central Plaza, happily enjoying his nachos. The chips were a bit soggy, but they still tasted fine. At the very least they were still better than anything you could buy at Taco Bell.*

He was brought out of his thoughts when he heard several loud screams coming from a couple guys running out of the men's bathroom.

The reason why they were running became evident as the Lizard came walking behind them, a large machine strapped to his back and a duffel bag slung over his shoulder.

Naturally the majority of people reacted like how anyone would if they saw a seven foot tall humanoid lizard with sharp claws walking around them.

Run like hell while screaming at the top of their lungs, praying said lizard man wouldn't kill and/or eat them. Assuming they weren't paralyzed with fear and doing their best not to- You know what? Let's not go there.

Now normally if Spike saw a lizard he'd be all over it and taking pictures. However, considering its size and the fact that it did not look friendly, he decided to ditch his nachos and GTFO.

However before he could turn and run away, the Lizard reached into the duffel bag and pulled out four silver spheres. He pushed a button on each before throwing each in different directions into the crowd.

And one of them landed right next to Spike, who immediately scrambled away from what he assumed to be some sort of explosive.

But before he even got five feet away the spheres opened up and released massive amounts of emerald green gas that covered everything.

The last thing Spike saw before the gas covered him was the Lizard happily grinning.

"Not sure," Sandbar replied. "Maybe Luigi's Pizza ran out of pepperoni again?"

At that moment several people ran by, one of them pointing back towards the central plaza of the mall and screaming "Monster!"

That definitely got their attention. "A monster," Gallus said aloud. "Here in the mall? This is either a stunt to advertise a new horror movie-"

"-or some new supervillain for Spider-Man to take down," Sandbar finished. He looked around and asked "Uh, where's Spike?"

Seeing that their friend was gone, Gallus asked "Didn't he say he was going to get nachos?"

Their eyes widened as they remembered that the food court and the central plaza were in the exact same area. "Oh crap," they muttered in unison.

"You think maybe we should-" Sandbar began only to stop when they heard more screaming, and a bestial roar.

They both shared a worried look and Gallus said "Yeah we should."

And with that, they took off in the direction of the Central Plaza, praying their friend was alright.

Spike wasn't sure what was worse; the gas all around him that smelled like rotten eggs, or the burning sensation in his throat and mouth as it forced its way into his lungs. As it was his eyes were watering just from the smell alone.

A possible contender for a third worst thing was the fact that the gas was so thick that he couldn't see past a few feet in front of him; which really sucked since he was trying to get out of the cloud.

He almost wished he was unconscious though, when he saw what the gas was doing to the people unfortunate enough to be caught in the gas.

Patches of scales of various colors began showing up on their skin. Their fingers and nails started turning into claws. Their eyes and slits became snake-like or their teeth started to look like lizard teeth of various species.

Bottom line; the gas was slowly but surely starting to turn everyone who was stuck in the cloud into reptilian monsters.

Everyone but him, apparently, as he didn't see any scales or claws showing up on his own body nor was he screaming in pain like everyone else.

And he had a pretty good idea why that was, but he didn't want to take any chances. So out of the cloud he tried to ran.

Fortunately the cloud finally thinned out and he was able to breathe clean air again. Just in time too, as he saw Sandbar and Gallus running towards the cloud. "STAY BACK," he coughed out, before gulping in fresh air.

Helping him up, Gallus said "We heard a bunch of people running and screaming about a monster. I'm guessing he caused that huge cloud."

"Yeah," Spike replied. "He used these gas grenades, and the gas started turning people into lizard monsters like him."

"Wait, weren't you in the cloud," Sanbar asked.

Spike nodded. "Yeah."

"Then why aren't you transforming into a monster like... like... like..." The words died in his throat and his eyes widened, as did Gallus's when they saw something behind Spike.

Turning around, Spike saw the gas was slowly dissipating behind him, which was good since that hopefully meant no more lizard people.

Sadly it was also a bad thing, since they could now see at least six people writhing on the ground in pain as the gas did its work, slowly transforming them into reptile people.

As if that wasn't bad enough they now could see the Lizard in all his glory, focusing on Spike with a look of curiosity. "You aren't changing," he hissed. "Why aren't you changing?" Before Spike could move Lizard's tail shot out and wrapped itself around him, binding his arms to his sides and lifting him into the air until he was face-to-face with the reptilian monstrosity. "What exactly are you, little boy?"

Spike struggled all he could, but the grip the Lizard's tail had on him was like steel bands. As it was he was starting to lose feeling in his arms and it was kinda getting hard to breathe.

Fortunately a distraction came when...

WHOOSH!!! CLONG!!!!

...a vending machine came flying out of nowhere and slammed Lizard in the face, sending him stumbling down to the ground and forcing him to release his grip on Spike.

And the thrower, to Spike's surprise, was none other than the friendly neighborhood Spider-Man.

Helping him up, Spider-Man asked "Are you okay?"

Spike nodded. "Yeah. Thank you. I'd ask if I could get your autograph, but now doesn't seem like the right time."

"Maybe later." Seeing the Lizard start to stir, he said "But right now, you and your friends need to get outta here.f"

Spike nodded and the three of them left, with Gallus yelling behind him "Kick his ass, Spidey!"

"Will do, kid." Putting a finger to his earpiece he said "Spike's safe."

"Thank God," Twilight replied.

Lizard slowly got up, shaking the grogginess out of his head, before yelling "ALRIGHT, WHO THREW THAT?!"

"Sorry about that. You looked thirsty and I thought you could use a drink." The glare the Lizard gave him sent chills down his spine. "Okay, not my best joke. But still-"

He stopped when he noticed something moving behind Lizard.

It was the six people who had been caught in the lizard gas, only instead of writhing around in pain they seemed fine. And they were staring intently at Lizard, who gave a sinister smile as he pointed at Spider-Man.**

And all of the Lizardlings flexed their claws and snarled/growled at him. "Oh no."**

"Is he... controlling them," Thorax asked. "How?"

"Not sure, but that would explain why Garble and the Dragon Tails were willingly following him," he replied quietly. As the Lizardlings advanced on him and Lizard grabbed his machine and ran off, he asked "Guys? Options?"

"Take them down fast and pray they don't have any extra abilities like two of the last group," Twilight suggested. "And hope Lizard doesn't get too far before you're done."

"I'm already tracking him on CCTV. Assuming he doesn't get held up by the cops, I'd say he'll get to Time Square in about ten minutes," Thorax said.

"Then let's make this fast," he replied before dodging a swipe from one of the Lizardlings.

Shining Armor looked at the five syringes filled with blue liquid on the table. "You're sure these will work," he asked with concern.

Martha Connors nodded. "It's the same Gene Cleanser we used when we tested the formula on our lab rats, just modified to work with human DNA. It worked then, it'll work now." She proceeded to fill the sixth and seventh syringes, just as her phone went off. Answering it with one hand and putting it on speaker, she said "Martha Connors."

"Hey Mrs. Con- WHOA!" It was Spider-Man, clearly in the middle of fighting something if the animalistic growl and loud CRASH! were anything to go by. "Uh, yeah. I kinda need that cure. Real fast!"

Shining Armor was the one to ask "Did Doctor Connors already infect more people?"

"Down boy!" There was a loud SMACK! before he replied "Unfortunately, yes. I'm currently facing six more of these guys-OOF! Sonofa- Sorry about that. Anyway, we've got bigger problems."

He quickly told them the cliff notes version of Doctor Connors' plan, which led to Shining sighing and asking "Just one day. Just one normal day. Is that too much to ask for?"

"Considering we've had alien invasions, robot almost-apocalypses, and super-villains out the yin-yang; I'd say normal went out the window years ago."

"Sadly, I can't argue that point. I'll have the cure to you in a few minutes."

"Can you make it sooner? PLEASE?!" There was a snarl followed by a loud SMASH! and the call ended.

Handing Shining Armor the syringes she said "One syringe per infected shall do the trick."

"Let's hope so," Shining replied as he carefully picked up the syringes. He then saw her look of apprehension and he added "Don't worry. I've already put a cap on the news outlets and I've told the other officers under me to hold off on lethal force. We'll get your husband back."

"Thank you," she replied with a weak smile. "I'm so sorry about all of this."

"It's fine. Let's just hope Spider-Man can hold him until I get there."

"I've seen him on the news. I'm sure he'll be fine."

She was half right.

Spider-Man had managed to either restrain or knock out three of the Lizardlings with a combination of Impact Webs, Electric Webs, and beaning one in the head with a trash can before webbing him to the ground.

Sadly the other three weren't falling for those tricks. In fact, they seemed to have learned from their fallen comrades and were now doing their best to surround him and gang up on him like a pack of Velociraptors. He'd avoided getting shredded or bitten so far, but he had way too many close calls and WAY too many tail whacks. Seriously, those tails HURT.

One of the Lizardlings tried to bite him again, but he dodged and shoved a fire extinguisher into its mouth. It bit down and started shooting out the contents, some of which went into the beast's throat and left it a coughing mess. Taking advantage of this Spider-Man jumped up and slammed his fist into the monster's head, followed up by a strong kick to the chest that sent it flying headfirst into a wall. Afterwards it slumped down to the ground, out like a light.

Four down, two to go he thought to himself, eyeing the last two that were now looking at each other, unsure of what they should do since this one small human took down four of them without shedding a single drop of blood.

But those thoughts were put on hold as the both of them felt a prick on their neck, feeling something being pushed into their veins. Then they lost all feeling in their bodies as they fell down, slowly reverting back to their human forms.

Spider-Man looked at the two officers that had been behind the Lizardlings, each of them holding a now empty syringe. One was the familiar form of Lieutenant Shining Armor, and the other was an African American man in his early thirties that looked vaguely familiar to him.

Then the officer held out his hand and said "Officer Jefferson Davis."

Now he remembered. Officer Davis was one of the officers that were at the scene the night Uncle Ben died. Shaking himself out of an unwanted flashback, he shook his hand and replied "Spider-Man. But you probably knew that."

He chuckled and nodded. "Yeah. My son's a big fan."

"Cool." Looking at Shining he said "Thanks for the save."

He nodded. "No problem, Spidey." He then handed one of the syringes to Spider-Man. "You get the big guy. We'll clean up here."

"Can do," he replied, running out the mall and swinging towards Times Square.

Davis smirked as he injected the cleanser into another Lizardling. "Flying metal bird-men, guys made of sand, and now this."

Shining couldn't help but laugh at that statement. "Welcome to New York City. AKA, the weirdest place on planet Earth."

Davis laughed too. "Well, at least it ain't boring."

Finding the Lizard wasn't that hard. Really, when you're seven foot tall and look like the love child of a crocodile and a man, you're not hard to spot in a crowd.

He was on currently climbing up the side of a tall building at Times Square, no doubt planning on using it as the launching point for the Cross Species Formula. Landing and sticking above him, Spider-Man quipped "First Scorpion and now you. I gotta remember to get my wall-crawling trademarked."

Lizard just growled before jumping up and swiping at him with his right claw, which Spider-Man easily dodged. He then webbed the claw to the building, but Lizard easily ripped free. He then jumped and tried to slash him with both claws, but Spider-Man simply jumped off the building before swinging around and kicking Lizard off. Lizard managed to grab some purchase on the side with his one claw, Spider-Man landing below him. He turned to glare at Spider-Man but then froze, his face morphing from anger to one of fear. Looking down at the ground and then back at Lizard, Spider-Man asked "What's the matter, Doc? Afraid of heights?"

"Sssshut up," Lizard growled, but the sweat on his brow gave it away.

"Don't worry big guy," Spider-Man said, attaching two Web Lines to the building before flipping backwards and pulling the lines taut. "I'll be sure to give you a soft landing!"

And with that he lifted his feet up, the webs shooting him forward like a slingshot. He soared right up and smashed both of his feet into the Lizard's chest, making him lose his grip as the momentum carried both of them up the rest of the building and above it into the open air. Spider-Man then grabbed Lizard and spun, throwing him towards the roof. As he flew Spider-Man shot a Web Line and snagged the cloud launcher on Lizard's back and yanked, the strap snapping as he pulled the machine away from him. Webbing it to the side of the building he then zipped onto the roof, seeing Lizard getting up and shaking off the impact. He then glared at Spider-Man and roared before charging at him. Vaulting over him, he pulled out the syringe and jabbed it right into Lizard's back, injecting the contents into his bloodstream. "There you go, Doc. You should feel much better-URK!"

At that moment Lizard had batted him away with his tail, sending him flying into the nearby billboard. Shaking out the stars he asked "What the hell? I thought that stuff was supposed to cure him?"

"If I'd have to guess, it worked a lot faster on the other six because they were unconscious," Twilight replied. "But he's still conscious-"

"And considering you just threw him around like a volleyball, he's probably really pissed," Thorax added.

"-so it's probably going to take some time before it takes effect," Twilight finished.

Dodging several swipes from Lizard he asked "How long?"

"According to the sensors in your suit, I'd say about five, ten minutes tops," Twilight replied. "Maybe less if you can knock him out or keep him from moving too much."

He dodged another attack from Lizard, this one getting a little too close for comfort. "Yeah, let's go with Option B."

When Lizard tried to lunge at Spider-Man again he ducked and slid underneath him while attaching two Web Lines onto the underside of his jaw. Once he was out from under him he yanked hard, the lines going taut and pulling Lizard into a front flip to ended with him landing on his back, hard. Jumping above him Spider-Man unleashed a barrage of Impact Webs and Web Shots, effectively plastering him to the roof. Then with a quick "Sorry about this Doc" he zipped forward and slammed his fist into Lizard's face and subsequently slammed his head into the roof, hard.

He didn't even try to get back up, instead letting out a groan before slipping into unconsciousness. "Sweet dreams, Lizard."

As he watched the serum went to work, the scales being replaced with human skin, his tail and right arm falling off and dissolving like an Airborne tablet dissolving in water, his face morphing back into his previous human form. Hell, his short brown hair even came back once his head was finished reverting.

His scanners confirmed it, the Gene Cleanser did its work. Doctor Connors was back.

Carefully ripping off the webbing he picked him up and called Shining. "It's done. Lizard's been neutralized."

"Great. I'm here cleaning up at the Mall. By the way, somebody apparently hacked into the mall's security systems and disabled the cameras. You wouldn't happen to know anything about that, would you?"

"I think you know the answer to that," he replied as he carefully swung towards ESU, keeping a good grip on Doctor Connors. "Did anybody-"

"As far as the media or anyone else knows, some lizard monster came out of the bathroom and attacked everyone. The people who got infected, including those guys from the Dragon Tail Brotherhood, don't remember anything that happened."

"Guess that's a good thing. What are you gonna do about the Dragon Tails?"

He heard a sigh before Shining said "Technically speaking they weren't acting of their own free will. And since we don't have any evidence of any of their lawbreaking before they became lizards, we technically can't arrest them."

"Well, that's too bad."

"We'll get them eventually, Spidey. Trust me."

Coming up on ESU as the sun started to set, Spider-Man replied "I certainly hope so. You have a good afternoon, Lieutenant."

"You too."

Once he regained consciousness, Spider-Man and Martha both explained what had happened. He immediately was in shock at what happened, especially since he didn't think the formula would do all of this. Fortunately they both assured him that nobody was killed or seriously hurt, and that nobody outside of them and Shining Armor (and Team Spider, not that he needed to know that) knew of Connors' involvement.

"I am so sorry," Curt said, but Spider-Man cut him off.

"You were trying to help people, Doc. You couldn't have known that all of this would've happened."

He sighed. "I... I suppose you're right. What happened to the Chemical Cloud Launcher?"

"It got busted up during the fight. The NYPD are picking up the pieces and sending them to Damage Control."

"Good. Don't want that machine falling into the wrong hands."

Martha nodded before turning to Spider-Man. "Thank you, Spider-Man. We owe you so much."

"You don't owe me anything," he replied. "I'm just happy to help."

"Well," Flash said once he had changed out of his suit "that's taken care of."

"Good job out there," Twilight said while she was scanning the components from Scorpion's device. "How's Doctor Connor's doing?"

"He's still a little out of it. After all, he did end up getting turned into a giant lizard and try to turn the rest of New York into lizards. But I'm sure he'll be fine. At the very least we hopefully won't have to worry about anymore lizard people."

"That's always a plus," Thorax said. He then sighed and looked at the computer he dedicated to Oscorp's data. "Now, if only we had something to speed this up."

Twilight looked at it for a second, before saying "You know considering this is Stark tech, you'd think the computers came with an A.I."

Beep-beep!

A window appeared on the computer in front of them. Thorax read it aloud. "'Wake up Karen?' Who's Karen?"

"Why don't we find out," Flash asked, taking the mouse and clicking on YES.

The screen started running a program, before a new window popped up that read Karen Active.

And then a female voice from the computer said "Hello. I am Karen."

A bit surprised at this, nobody really knew what to say. Until Twilight replied "Uh, hello. Are you an A.I."

"Yes. Mister Stark programmed me into the computers here."

"And you haven't been active or done anything because..." Thorax asked.

"Mister Stark wanted to see how well you could do without me," she replied simply. "I think you did a good job."

Flash shrugged. "Okay then. Do you think you could give Thorax and Twilight a hand?"

"Of course. What do you need me to do?"

"I've got most of the parts to the device scanned," Twilight explained. "But I could use a hand finding out where they came from."

"And I'm sure you're already aware of the data I'm sifting through from Oscorp," Thorax replied.

"Yep." Two of the computer screens lit up; one with Twilight's project and the other with Thorax's data. There were a few beeps and she said "I should be able to find where those components were made and who made the device by tomorrow. The rest of the data for Oscorp will probably take about a week."

They all looked happy at that. "You're a lifesaver," Thorax sighed.

"Really? I don't remember anyone dying."

They all looked surprised at that. "Was that a joke," Twilight asked.

"Stark gives all of his A.I. basic personalities. Says it would be boring otherwise."

Flash would've replied, but then a Crime Alert went off. Thorax was about to check it out, but Karen beat him to the punch. "Jewelry store in Midtown was just robbed. Police are five minutes out."

Already slipping on the suit he said "Well, duty calls." He was about to pull the mask down, before he looked at Twilight and smiled. "Kiss for good luck?"

She rolled her eyes, but still smiled before giving him a quick kiss. "Go get 'em, Tiger."

Pulling the mask down he replied "Got it."

Once he was out the door, Thorax burst out laughing and asked "Tiger? Really?"

Her response was to deliver a swift punch into his stomach. "Shut up."

Shining Armor was at his desk in the precinct, filling out paperwork when there was a knock on the door. Turning he saw his smiling wife Cadance, only he noticed that she seemed especially happy. "Hey honey. What's got you so happy?"

She giggled, before handing Shining a thin white object that he recognized instantly. "A pregnancy test," he asked in confusion. "Why do you-"

It was then that he noticed that the test was positive, and then the pieces fell into place as his face broke out into a grin. "Are you serious?!"

Cadance nodded excitedly. "Yes! I went to the doctor and checked and everything!"

Shining couldn't contain himself, picking up Cadance bridal-style and spinning her around.

And in unison they screamed "WE'RE GONNA BE PARENTS!"

Gallus, Sandbar, and Spike were And Spike had finally told his friends his secret, and why he wasn't turned into a lizard monster like the other people who had been caught in the gas cloud.

"So..." Sandbar tried to say, but he couldn't finish.

"You're a mutant," Gallus said for him.

Spike was quiet for a moment, before replying "Yeah."

He braced himself for it. For the insults, calling him a freak, Sandbar telling him to get the hell out of there.

But instead, Sandbar said "That's cool."

Spike's eyes widened in shock. "What?"

Gallus echoed his opinion. "Yeah, that's pretty awesome."

"Wait, hold on," Spike asked, confused. "You're not freaking out, or calling me a monster, or-"

"Why would we," Gallus asked. "You're our friend. That doesn't change just because you're a mutant."

"Yeah man," Sandbar added. "Friends till the end."

A tear fell from his eye as Spike grabbed both of them in a hug, smiling at that proclamation from the two, constantly saying "Thank you."

Once they manage to pry his arms off of them, Gallus asked "So, what all can you do?"

Spike winced. "It's... not something I can show indoors. How about tomorrow we go somewhere... secluded, so that I can show you?"

"Sounds good to me," Sandbar replied. His mother then called and said dinner was ready, and he yelled down "We'll be down in a minute, mom." Sandbar then looked at Spike and said "Maybe you shouldn't-"

"-tell your mother I'm a mutant because she'll probably make you never talk to me again or go anywhere near me," Spike guessed, rolling his eyes.

He nodded glumly. "Sorry."

"I'm used to it."

"You shouldn't have to be," Gallus said. "Just because you can do things other people can't doesn't make you some kind of freak."

"Amen to that, brother," Sandbar replied, the two exchanging a fistbump.

Spike couldn't help but smile at that. "Thanks guys."

Spider-Man had made it to the store, the owner pointing him in the direction that the robbers were running. He saw one of them going into an alley and chased after them.

But when he made it to the alley...

"What the hell?"

The five robbers were all lying on the ground, unconscious and several with bruised faces. All of them had their hands bound together with zip-ties.

But whoever did it was nowhere to be found.

"Looks like somebody beat me to the punch," he muttered. "I wonder who-"

And then he saw it on the wall.

On the wall somebody had spray-painted a spider within a circle, in bright red paint.***

He smiled under his mask. "Well, looks like I got an overzealous fan."

As he swung off, he never noticed the air on the nearby rooftop being to shimmer, before a person seemingly appeared out of thin air.

The person was wearing mostly normal clothes; a pair of black swearpants, a red and black hoodie, and a store-bought Spider-Man mask that had the eye-holes covered with the lenses from a pair of sunglasses.

And in one hand was a can of red spray paint.

He pulled his mask off, revealing an African American teen with brown eyes and short black hair. He smirked as he looked down at his handiwork, before his phone rang and he answered it. "Miles Morales. Oh, hey mom. Don't worry, I'm on my way home now." He paused and then rolled his eyes. "Yes, I remember where it is. Just like when you asked me last week." He smiled and said "Love you too, mom."

Hanging up and pocketing his phone he flipped over the edge of the building, and began crawling down it eerily similar to how Spider-Man did it. Man, I love these powers!

Author's Note

*

I apologize for nothing. I hate Taco Bell.
**For those of you who are confused, allow me to explain.
I was checking the Wikipedia page for The Lizard https://en.wikipedia.org/wiki/Lizard_(comics)#Powers_and_abilities and I found this interesting tidbit in his Powers and Abilities section.

The Lizard can mentally communicate and command all reptiles within a mile of himself via limited telepathy.

So no, I didn't just make this up. I did my research.
***This spider, to be exact. https://www.deviantart.com/supermariofan65/art/SM-Into-the-Spider-Verse-Spider-Man-symbol-777982035

So, a few things happened in this chapter. The main one being the conclusion of Lizard.
But we also have:
-Shining getting the news that he's gonna be a proud Papa.
-Team Spider getting Karen to help out in the base.
-We meet Gallus and Sandbar and find out Spike's little "secret"
and lastly
-WE GOT MILES MORALES!!!!!!

So, guess which one is going to be the primary focus for the next chapter?

As always guys, feel free to comment. Your comments help to inspire my chapters.
Equestrian Defender, out!

Interlude 3: The Second Spider: Meet Miles Morales!

-Sunday May 7th, 2019-

Flash and his Aunt May walked down the street towards the F.E.A.S.T. shelter, each of them holding a cone full of their favorite ice cream (Flash's being the new red velvet cake flavor* and May's was a plain ol' vanilla.)

As they walked they talked; mostly about day-to-day stuff like school, life, friendship, and of course his new relationship with Twilight Sparkle.

Yeah, the red on his face was not from the ice cream.

Groaning, he replied "Aunt May, come on! I'm fifteen, she's fourteen, and we just became an official couple on Friday. I think it's a bit too soon to be talking about marriage, or how cute our kids could end up looking." Taking a lick of his ice cream he added "You're worse than some of the members of the Anime Club at school. We constantly hear them arguing about their shippings and which ship would have cuter kids."

She giggled at that. "I don't think I'm THAT bad."

"True. You're not swearing at me in Japanese."

They laughed at that as they reached the shelter. "So, are your other friends going to be joining us today?"

Flash shook his head. "They would if they could, but Twilight's got her internship today and Thorax is working on some homework."

That was mostly true. Twilight was at her internship at Oscorp, and Thorax was working on something. It just wasn't homework. Rather he was looking at the data that Karen had managed to sift through so far, as well as work on some surveillance on Cinch.

"What about the Rainbooms? Those girls really know how to brighten this place up," May said.

"I think you got that covered," Flash replied with a smile. "But they all had plans. Rainbow's practicing for the upcoming Friendship Games, Pinkie Pie's babysitting the Cake twins (Poor Girl.), Fluttershy's busy at the shelter, Sunset said she's got plans for today, and Applejack's helping Rarity with something at her house. Looks like it's just you and me."

Once inside Flash headed back to the kitchen to find the clipboard that listed what needed to be done today. Once he found it his phone buzzed, showing a notification for the Spidey-Blog. Opening it, he saw a post with the two pictures he took yesterday; one of the beaten thugs and another of that spray-painted spider-symbol he saw yesterday with the title Is There Another Spider-Man? The article underneath also showed some cell phone pics of two copies of the spider; one in Brooklyn and the other near Chinatown. Both pictures also showed some crooks (a group of five thugs who were harassing a woman and a purse-snatcher who stole from an old lady) beaten up and had their hands and feet zip-tied together. In both cases the woman and the lady said that the one who saved them seemed to be Spider-Man, but with a different voice, a cheaply made costume, and didn't use any webs at all. But they also said that he was strong, fast, and he could climb on walls, which seemed to point that he was indeed similar to "Our Friendly Neighborhood Hero" as Fluttershy put it.

Flash smirked. "If he is like me I should probably find him. See what his deal is." Looking at the clipboard he groaned. "But first, I gotta clean the toilets on the west side. Again." He shuddered at one particular memory. Hopefully the toilet doesn't explode on me this time.

RING! RING! RING!

If there was one thing Miles Morales hated above all else, it was the dreaded enemy of sleep. The most hated monster in all of the world that would constantly ring or buzz or annoy him until he finally got out of bed.

That stupid alarm clock app on his phone.

Lazily turning it off he rolled over and tried to go back to sleep. Sadly, the sun was out and his bed just so happened to be positioned that it would shine directly on his face. Is the whole world against me sleeping in today he mentally grumbled.

Realizing it was futile he lazily got out of bed, stretching before checking his phone and seeing two texts. One from his mom, Rio Morales; and the other from his dad, Jefferson Davis.

Mom: Had to go to work early, sweetie. Try and be home for dinner. I'm making your favorite!

Miles smirked at that. "Mom knows I ain't missing meatloaf and mashed potatoes."

He then read his father's text.

Dad: Good luck volunteering at F.E.A.S.T. today. Try not to turn one of their TVs into a robot.

He hadn't forgotten. After all, he still wanted to get some volunteer hours in before the year was up, since he hadn't had the time to do any at his old school.

Yeah, his family had just moved to Midtown from Brooklyn after his father got transferred to the precinct here. It wasn't a bad thing. The apartment they were in now was a lot nicer than their old one. Heck, his room actually had a door now instead of a blanket nailed to the top of the empty door frame. Plus, he didn't actually have a lot of friend at his old school. Mainly because they were all either jocks or rich snobs, while he was more or less a geek.

Granted a geek with a much better fashion sense, but still.

Remembering the incident from when he was ten, he rolled his eyes. "Waste of a perfectly good TV. Never again."

Once he was dressed in a pair of jeans and a t-shirt (no need for a hoodie or jacket since it was in the 80s today.) and had a nice breakfast of Cocoa Puffs and coffee, he packed his homemade suit and a can of red spray-paint into his backpack. After he left the apartment he decided to walk to the shelter, since it was only a few blocks away and he could use the exercise. He put on his Bluetooth earbuds and picked a song on his phone. One song in particular piqued his interest.

"NateWantsToBattle did a cover of this? Sweet!"

As the song played he looked through his phone, pulling up the Spidey-Blog and looking at their latest post. Seeing a picture of his symbol he couldn't help but grin. "Glad to see people are starting to notice. And Spider-Man did too. Now I just need to figure out how to find him so I can talk to him.

'I mean it's not like I'm just gonna randomly run into him when I get to F.E.A.S.T."

Flash had managed to clean the toilets with little to no difficulty, and no exploding toilets. Afterwards he helped fix one of the bunk beds which had a few screws loose, and now he was back in the kitchen cutting up vegetables for today's lunch.

Aunt May came in and asked "How're you doing, Flash?"

Flash wiped his watering eyes with his sleeve. "Fine until I got to the onions. Also, I checked the fridge. We're gonna need more milk."

"Already on the list. Speaking of which, I need to step out and get a few things."

"Okay."

"And we have a new volunteer today. Can you show him around while I'm gone?"

"I think I can manage," Flash replied, cutting up the last of the vegetables and transferring them to a plastic bowl.

A few minutes later Flash was walking into the lobby, seeing his aunt talking to an African American teen he assumed was the new volunteer. Aunt May saw him and said "Good, he's here. Miles, this is my nephew, Flash. Flash, this is-"

"Miles Morales," the teen said, holding out his hand. "Nice to meet you."

"Likewise," Flash replied, shaking his hand.

The moment his hand made contact with Miles' his Spider-Sense started going off. Only, instead of the usual loud "bodily harm incoming" buzz it was more like a "something's off about this kid" softer buzz. This was kinda surprising since Miles didn't look like he was a threat, and he certainly didn't see any weapons on him.

But even more surprising was the momentary look of shock that crossed Miles' face, almost as if-

No way. He can't... Can he?

Thinking quickly he released Miles' hand and asked "Hey, you need a place to stash that backpack?"

Deciding to play it cool, Miles replied "Uh, yeah."

"Okay, there's a mostly empty supply closet no one uses. It'll be safe there."

Aunt May smiled and said "Alright then. Well, I'm off to the store. You two try not to destroy the place while I'm gone."

"Got it."

"No problem." At least I hope there won't be a problem.

Miles was a bit nervous as he followed Flash. Not because of the volunteer work he was going to be doing, but rather because of that weird tingle he felt in the back of his head when he and Flash shook hands. In the two weeks, roughly, that he got his powers he came to learn that tingle was a sort of early warning alarm. Whenever something was about to happen that could hurt him, he'd get the buzz, get a general idea of where it was coming from, and he'd have a few seconds to react. Which with his enhanced reflexes gave him roughly a minute to react and get out of the way. Granted he usually had no idea what the danger was unless he got a good look at it, but it still helped him out in the few times he did put on his homemade suit and fought some thugs.

So, why did it go off when he shook hands with Flash?

Flash led Miles to the supply closet, which wasn't much. Just a typical closet with a ventilation shaft big enough for a person to fit through. Miles placed the backpack on one of the shelves and asked "You sure it'll be safe here?"

He nodded. "Yeah. Nobody really uses this closet."

"Except you," Miles asked, a bit curious.

Flash noticed this and quickly said "My Aunt's kind of embarassing sometimes. Especially when I'm talking to my girlfriend on the phone. So..."

"Ah, I got ya," Miles replied, though in all actuality he wasn't convinced. Pull the other one, Sentry. It shoots fireworks.

Flash's phone rang, and he said "Speaking of which." Looking at Miles he asked "You mind if I-"

"Go right ahead."

As Flash stepped out of the room to answer the phone, Miles checked his phone. Very poor reception in here. And I bet if I closed the door there'd be just about none. So there goes the "wanna talk to my girl without my Aunt overhearing excuse." What exactly are you hiding, Flash?

Stashing that thought away he looked around the supply closet. Nothing seemed out of place or out of the ordinary.

Then he remembered the vent.

Making sure that Flash was still on the phone, Miles jumped up and adhered himself to the ceiling with the fingertips of his left hand, swinging himself up and sticking his feet to the ceiling. I'm not sure how the hell these adhesion powers work when my feet and hands are covered by gloves, but I'm not gonna complain.

He reached up and started running one hand along the edge of the vent, finding the clasps and unclasping them. He was just about to undo the final one when...

"Okay Miles, let's get to-"

Flash stopped, his eyes locked on Miles, who was still adhered to the ceiling. Miles cursed his luck. So much for keeping these powers a secret.

At that moment, his finger moved just enough to undo the final clasp and the vent cover fell open...

...and out fell a very familiar looking red and blue suit, with a black spider emblem on the chest.

Miles looked at the suit, then at Flash. Then back to the suit, and back to Flash.

And all the pieces started falling into place. Well, this was definitely not what I was expecting.

Before Miles could say anything Flash sighed and said "God, I suck at keeping secrets."

Miles chuckled and gestured to himself, still sticking to the ceiling. "Hey, I don't have much room to talk."

Flash couldn't help but chuckle too, before grabbing his suit and jumping up to the vent, stashing his suit back inside and closing it. He then looked at Miles and asked "So, I take it you're the other "Spider-Man" who's been leaving that mark at the scene of his fights?"

Miles nodded. "Yeah. Figured I'd leave my own mark instead of just leaving a Post-It like you do."

"That's cool. So, how exactly did you get powers like mine?"

Checking the time on his phone, Miles replied "It's a long story and I still wanna get some volunteer hours in. Mind if I tell you later?"

Dropping down to the floor, Flash replied "Sure."

So, up until about two weeks ago I was living in Brooklyn. My dad's a cop and my mom's a nurse. I didn't have a lot, if any, friends in my old school since I tended to be one of the smartest kids there while most of the population were jocks or rich kids. That and my dad arrested the father of the captain of the football team, so you can imagine how that ended up.

Well, after my dad got transferred to the Midtown precinct and we moved here last week, I decided to go for a walk. You know, familiarize myself with the area, make sure I wouldn't get lost after school, that kind of stuff.

Plus I was hungry, so I wanted to find a place I could grab a decent burger and fries.

Well there I was minding my own business, when I suddenly heard screeching tires and a loud CRASH! I checked around the corner and saw that an Oscorp delivery truck had lost control and slammed into a light pole. Since I didn't see any signs of the engine being on fire, I immediately ran to the truck to see if anyone was hurt or needed to go to the hospital. Well, immediately after I called my dad and told him what was going on.

The driver was fine, but he said that there was someone in the back. So I opened the back and found the guy with a nasty looking bruise on his forehead. I helped him out, and once he was out I noticed just they were transporting: animals. I saw several kinds of insects, lizards, I think I saw a tank with a few electric eels.

What I didn't see or notice was a black spider with red legs** deciding to hitch a ride on my backpack, managing to get in through that slight hole I had on the side.

So that night when I opened it up to grab my laptop, I guess I scared it or something because it bit me!

"And let me guess," Flash said, cutting him off. "You went to bed that night feeling sick. Next morning, you wake up with sticking to the ceiling and with other superpowers?"

It was about two hours later and Flash and Miles were on the roof, using the excuse of adjusting the satellite dishes for the TV. Once they were done, Flash asked him for his story, and he told him.

Miles nodded before grabbing a wrench and tightening a bolt on the one dish. "Well, I was stuck on the wall. But close enough." Once he was done he put the wrench back in the toolbox and said "I also found I could do this."

He took a deep breath, and then his body seemed to fade before he vanished completely. Flash's jaw dropped at the sight. "You have adaptive camouflage?"

"Yep," Miles replied, his voice coming from behind Flash. He turned in time to see Miles reappear, smiling. "It comes in pretty handy for sneaking up on thugs. It's also pretty funny when they go 'Hey! Who the hell just punched me?'"

Flash laughed. "Yeah, that does sound pretty funny. Wish I had that power. Best I got is my Stealth Suit back in the lair, and the cloaking field on that fizzles out if it rains or gets wet."

"You have a Stealth Suit? I don't remember seeing that."

Smirking, Flash replied "Well, that's kind of the point."

"Fair enough." Miles then moved to another dish and said "Anyway, yeah. That's how I got my powers."

"And you decided to start fighting crime?"

Miles shook his head. "Not at first."

Honestly, my powers kinda scared. Not in the "I feel like a freak" kind of way. More like the "I better not let anyone find out about this otherwise I'll end up on the dissection table" way. So I decided to keep them to myself and just try and stay a normal kid.

But then when I was walking home one rainy day I saw a woman and her kids getting harassed by some random thugs. One of them had a knife.

I had no control. My legs just moved on their own, my hand curled into a fist, and I sent the one guy flying into the wall with a punch. The one guy tried to hit me with a baseball bat from behind, but that... What did you call it again?

Spider-Sense.

Yeah, it went off and I was able to dodge, yank it out of his hands, and then take him down.

But then I saw the guy with the knife holding one of the kids hostage. I was scared, and I guess that somehow triggered my Camouflage ability, because next thing I know I was see through and the guy was like "Where'd the hell he'd go?" He loosened his grip on the kid, and that was all I needed to pull the kid away. After that it was just a few invisible punches and a shot to his manly parts and he was down.

When I checked to see if they were okay, the kids tackle hugged me and wouldn't stop thanking me. They even called me their hero.

And that's when I realized something.

My dad always told me that he believed that if someone needed help, and you could help them, then you should do it. Not because it'll make you feel better, not because it'll make you look better, but because it's the right thing to do. I always see new stories of Spider-Man fighting supervillains and saving people who are caught in the cross-fire, and about gangs and criminals who are doing their best to tear this city apart. I always wanted to help, but I couldn't because I'm just a kid. A kid can't exactly do much when the bad guys have things like guns, knives, and now superpowers.

But now I have my own powers. I can do things that I never thought I'd ever be able to do.

And I wanna help, any way I can.

"So after that day I put together a homemade costume, and I've been going out and fighting criminals for about a week now."

Flash was silent for a moment, before he said "You know, what your dad said kinda sounds like what my uncle told me. He always told me that with great power, there must also come great responsibility."

"He sounds like a wise man."

He nodded sadly. "Yeah. He was."

Immediately picking up on that, Miles said "Oh man. I'm so sorry."

"Not as sorry as I am," he replied. Looking at Miles he continued "I got my powers last November. And when I first got them, I had no intentions of being a superhero. I wanted to use them to try and help out my Aunt and Uncle pay off some of the bills. You know, try and pay them back for all they did for me."

"I can understand that," Miles said. "So, what happened?"

Flash sighed before he told Miles what happened that fateful night, and all that happened afterwards. When he was finished, he waited to see what Miles's reaction would be.

Miles was a bit shocked at first, but eventually he said "It wasn't your fault, man."

"I try to tell myself that somedays. It never works." Looking at Miles, he managed a smile and said "I guess at the very least, I can help you so that you A) Don't get yourself killed and B) Don't make some of the mistakes I've made. But I gotta ask; are you sure you want to walk down this road? Because let me tell you, it's not an easy one. Because so far since I've become Spider-Man I've been punched, kicked, cut and nicked, blasted by Shocker, almost took a death dive in the Hudson because of Vulture, been poisoned by Scorpion (which was really not fun), nearly crushed by both Sandman and Rhino, and just yesterday I had to stop an uprising of genetically modified lizard people. THAT, is some of the freaky stuff you're signing up for. So again, are you sure you want to do this?"

Miles seemed to mull it over in his head for a minute, before he finally asked "When do we get started?"

Is it weird that that is the exact answer I was expecting? All the same, Flash smiled and said "We just did."

Author's Note

*I actually tried red velvet cake ice cream. It was awesome. Though I'm kinda biased since I LOVE LOVE LOVE LOVE LUVVVV red velvet cake. Especially with cream cheese icing.
Note to self: Get Pinkie Pie to bake me one for my next birthday.
**Hmm, doesn't that spider sound familiar? https://www.fimfiction.net/story/420567/3/equestria-girls-spider-man-book-1-amazing/flashback-1-along-came-a-spider

Okay, we got how Miles got his powers and him meeting Flash. Check those off the list.
Next chapter will be introducing Miles to Team Spider and the start of his training.

Oh, and for those of you who know about Miles's powers and are wondering why he didn't talk about his "Venom Blast," he hasn't activated it yet. That will be activated later on, along with him getting his "real" superhero outfit.

Until then, Equestrian Defender, out.

Chapter 15: The New Kid Meets The Wallflower

"So, he's going to be your sidekick?"

It was about an hour later after Flash and Miles's rooftop talk, and Flash had decided to take Miles to the lair and introduce him to the rest of Team Spider (Twilight having finished up at her internship about half an hour ago) and have him explain his story to them.

The reactions were a bit mixed. Twilight was skeptical, and Thorax had decided to make a joke.

Miles glared at his joke and replied "No. Never call me sidekick."

Flash nodded. "Let's go with apprentice for now."

Twilight looked up from the new device she was working on, placing a cartridge of web fluid down on the table, and asked "So, you're serious about this?"

"Yeah," he replied. Noticing the look she was giving him he added "Hey, I tried to warn him about this. He still wants in."

"Actually, having him around would probably be a good thing," Thorax said. "Karen, run a hypothetical situation."

"Very well," Karen replied. "I'll need some details of the situation."

"Give me a sec," Thorax stated as he started typing them in.

Miles was floored. "Your base has an A.I.?"

Flash smirked. "Dude, this base was given to me by THE Tony Stark. Would you expect anything less?"

There was a pause before he replied "I cannot argue with that logic."

Karen then beeped and said "Hypothetical situation: two Crime Alerts have been detected. One is a bank robbery here in Midtown, and the other one is a supervillain in Greenwich. Flash, which one would Spider-Man more than likely neutralize first?"

"The supervillain. And I can see where this is going," he said. "While I'm busy trying to stop a supervillain, the bank robbery can possibly spiral out of control and people can get hurt."

"Or worse," Karen added. "People can die and the bad guys could get away." Seeing the looks she was getting through one of the computer cameras, she added "The first one definitely being the more important one."

"Bingo," Flash replied. "I try my best, but at the end of the day I'm just one guy. Having another hero out in the field would definitely be a huge benefit."

"I'm not arguing that. I'm arguing that he's still pretty knew to this. You've had your powers for about six months so far. He's had his powers for-" She looked at Miles and asked "How long have you had your powers, again?"

"About two weeks," Miles replied.

"And in those two weeks he basically did what I did when I first got my powers, stopping purse-snatchers and muggers and small-time thugs," Flash stated. "Twilight, it's not like we'll be throwing him at supervillains right off the bat. We'll start small and work our way up."

She looked relieved at hearing that. "Okay then. I just wanted to make sure we weren't rushing into this. But still, aren't we going to be a little busy seeing as how we're still trying to figure out what Cinch's endgame is?"

"Cinch's endgame," Miles asked. "What're you guys talking about?"

"Right," Flash said. "New guy. Well you see-"

Norman Osborn looked at the machine in front of him. It looked like a metal coffin that was hooked up to various tubes and wires, all of which were going to a large bank of computers and medical monitors.

Looking at the one scientist by said computers and monitors, he asked "How's it looking?"

The scientist replied "His body signs are stable at the moment. The machine is running at peak efficiency." He hesitated, before saying "We can run it, sir. But- Are you sure this energy is... safe?"

Norman sighed, knowing this was coming. Working with different energies, especially with ones that technically don't or shouldn't exist, of course questions would be asked. "I don't pay you to ask questions. I pay you to build machines, push buttons, and tell me what I want to hear. Now, is the machine ready?"

"Yes sir."

"Good. Is it going to explode, kill, or do anything dangerous to my son?"

"Not that I'm aware of, sir."

"Great. Then fire it up."

The scientist sighed before keying in the activation sequence and saying "Here we go. Beginning Energy-M Immersion."

There was a slight hum coming from the chamber as the energy flowed into it, immersing Harry Osborn in a blinding gold light. The scientist looked at the monitor showing Harry's vital signs, and his jaw dropped. "Mr Osborn, sir. It's... it's working! The disease is being purged from his system! This is incredible."

For the first time in a long time, a truly genuine smile graced his features. "Welcome home, son."

Miles was floored at what the three of them just told him. "Damn. I've heard rumors that Abacus Cinch wasn't a good person, but a straight up supervillain/criminal mastermind? Never would've imagined that."

"I could've," Thorax said. "I mean just look at a picture of her. Just throw in a cat or a blackbird for her to stroke and she'd be a picture perfect Disney Villain."

"Hey, most of Crystal Prep already thought she was evil," Twilight replied. "This was just the proof we needed."

"Sadly that's also the problem," Flash said. "We can't just go up to Cinch, web her up, and hand her to the cops-"

"-unless you get airtight, undeniable evidence to convict her for all she's done," Miles finished. Seeing their suprised faces, he smirked and said "My dad's a cop, remember?"

"Right." Flash looked at one of the computers, showing the route the Spider-Tracer he placed on Cinch's car was taking every day since he placed it. "So mister son of a cop, let's get you started on your training."

Miles' eyes lit up like road flares. "Awesome! What are we starting with? Gadgets? Web-Swinging?"

"Web-Swinging. Sort of." Flash then handed him a stack of papers, loaded with several long equations, which Miles recognized as Physics and Calculus equations, and he deflated.

"Uh, not to sound ungrateful or anything, but how exactly is this training," he asked.

*Flash smirked, and said "Okay, answer me this. If a pendulum is forty meters long and attached at a forty-five degree angle, how far will the pendulum fall at its lowest point?"

Running the equation in his head he answered "11.72 meters."

"Correct."

Twilight was surprised by this. "You can run those kind of equations in your head?"

Miles nodded. "Yeah. Math's kind of a given if you have an interest in computer sciences and robotics. Or if you're into hacking."

Thorax perked up at that. "You're a hacker too?"

"Yeah. I even made an app that let's me hack into certain machines from my phone. No wires required."

"Wow. Does it do it through Bluetooth or-"

"Uh, guys," Flash said, getting their attention. "Geek out about hacking later. Back on topic."

"Yeah. That equation matters because...?"

"Because when you're web-swinging, YOU are the pendulum."

Realization dawned on him and he said "OH! I get it." He then blinked and asked "Wait, you have to run all of these equations through your head while you're swinging through the city?"

"Yep. And so will you if you want to get good at it, and not end up making your line too long and ending up skidding along the street. Trust me, I did that once when I was just starting out. Jameson has never let me live it down."*

"Yeeaaah. I saw that video on Youtube. Not one of your better days."

"Tell me about it. Anyway, once you get those done, we'll get you fitted up with your own Web-Shooters. After you get used to them and get some practice in, we'll try you out on some of the lower buildings for Web-Swinging. And then we'll go from there."

Miles nodded eagerly. "Okay then."

"And don't neglect your actual schoolwork. Unless you're super-rich like Tony Stark, the superhero business doesn't really pay that well. Actually for the most part it doesn't pay at all. And the last thing either of us want is to end up holding a sign that says Will Save New York For Food."

"That goes without saying," he replied while rolling his eyes. His phone buzzed and he checked the text. "Speak of the devil." Seeing their confused looks he decided to elaborate. "My paperwork finally went through." He smirked at Flash and Thorax and asked "You guys wouldn't mind giving me a tour around CHS, would you?"

Twilight snickered. "What an unbelievable coincidence."

That night after dinner, Miles had just finished the equations that Flash gave him and was now sketching his idea for his eventual superhero costume. Not that his homemade one was terrible, it just wasn't exactly going to protect him that much from some of the more dangerous threats he would no doubt be facing eventually. Plus the only way he could wash it was if both of his parents were out of the house, and even then he couldn't put the mask in the dryer because it would melt the lenses he was using.

Using a set of colored pencils, he colored in the sketch and took a look at the finished project.

He smirked. "Now this looks like a real superhero costume."

Once he slipped the notebook into his backpack, he took a look at his phone and saw he had a text from Flash. Got your homework done?

Miles rolled his eyes and typed back Yeah. Wasn't that hard.

Figured as much when you solved that one in your head. Starting to notice that a lot of my friends are either geniuses or at least super-smart in one field or another.

Well, everyone's got their strengths and weaknesses. My weakness is probably the fact that I can't cook to save my life. Least not without it being charred beyond recognition and horribly inedible.

Don't feel bad. Twilight can't cook either, and she's one of the smartest people I know. 😓Don't tell her I told you that, alright?

😁Hey man, you're secret's safe with me. So, after school tomorrow we start training?

Once we get your Web Shooters made. And after I drill you on how to make the Web Fluid, just in case you don't have me or Twilight around and Karen's memory gets wiped.

You might have to bear with me on that one. Chemistry isn't exactly my forte, outside of knowing what chemicals and substances can probably kill you.

Don't worry, I'm a whiz at Chemistry.

Great. Also, am I gonna be getting a new suit?

...Let's save that for later.

Can I at least get a new mask? The store-bought one I'm wearing now kinda makes me look too much like a knock-off of... well, you. Plus it's starting to itch if I wear it too long.

Plus we can fit this new one with a comm unit and a Heads Up Display. Lot easier to talk to us instead of constantly having to bring out your phone. I take it you have some ideas?

One in particular. I'll show you tomorrow. He yawned. Right now though, I need some sleep. Don't wanna be zombie-walking through school tomorrow.

Amen to that. Meet me by the statue in front of the school tomorrow.

Got it. Cya.

Hanging up, Miles smirked. "Well, tomorrow's going to be interesting."

Meanwhile at the Sentry residence, Flash was talking on the phone to Sunset Shimmer about Miles. "And since you got mad the last time I talked to someone about magic without you and the girls around, I figured I'd let you be the one to explain it to him."

There was an indignant huff, followed by Sunset replying "I wasn't that mad."

"You said you had to hold yourself back from clobbering me and Thorax."

"That was hyperbole. But thanks for the heads up. Bring him by the Music Room during your tour and the girls and I will explain things to him."

"Great. That's taken care of."

There was a slight giggle, just audible enough for him to hear, and Sunset asked "So, how did your date with a certain girl go?"

Flash rolled his eyes, but then a devious smirk crossed his face. He pulled an airhorn out of his desk and said "Well, it went a little bit like this."

And before Sunset could respond, Flash blasted the air horn into his phone, no doubt scaring her half to death. Flash burst out laughing while Sunset got back on, cursing up a storm. "You ass! What was that for?"

"For setting me up like that. And for eavesdropping on me and Twi. You didn't think I was just going to let you go free for those, did you?"

"Listen here Flash Sentry, I am going to-!"

Flash hung up before she could finish that threat, grinning. "I'll probably pay for it tomorrow. But it was SO worth it."

-Monday May 8th, 2019-

"So, you nervous?"

Miles rolled his eyes at his father's question as he swallowed a bite of his toast. "No Dad, I'm not nervous," he replied. "It's not like I'm gonna have a repeat of the first day of THIS YEAR, when my father thought it would be a good idea to drive me to school in his patrol car."

Jefferson Davis chuckled and replied "Bet you were the talk of the school."

"Everyone thought that I got arrested or that you were dropping me off from Juvenile Hall. Had to spend three months telling them otherwise."

His chuckle turned into full on laughter while Miles rolled his eyes and finished his toast, before grabbing his backpack and making sure he had everything he needed for the day. Once he did, he headed for the door and said "Well, I'm off." Looking back to his father he added "See you tonight. Love ya, Dad."

Smiling, Jefferson replied "Love you too, Miles."

Before the door closed as he left, Miles heard his father add "And try to make some friends."

Well, technically I already made two. I mean, Flash and Thorax are my friends, I guess. And they go to CHS. So, mission accomplished. All the same, he said "I'll try, Dad."

Miles looked at his watch and saw there was still about half an hour before school started. Flash wasn't anywhere in sight and neither was Thorax, so he guessed they weren't here yet. So here he was, checking the Spidey-Blog and trying to think of a spider-themed superhero name that didn't sound entirely like a ripoff of... well, Spider-Man. Black Widow? No, that's the spy lady who used to be part of the Avengers. Tarantula? No, wrong spider. Arachnid-Boy? No, that sounds like more of a ripoff than Arachnid-Man. Grr! Why is figuring out a superhero name so hard?!**

He was jolted out of his musings when he saw a girl struggling to carry a gigantic bag of topsoil. Figuring he had some time to kill, he walked over and asked "Hey, you need a hand with that?"

Whoever the girl was seemed to pause, before asking "Um... Are you, talking to me?"

Miles raised his eyebrow, and then replied "Well I don't see any other girls carrying a mega-sized bag of topsoil. So, yeah I think I am."

"Just wanted to make sure," she groaned, her legs starting to tremble. "And yes, I could use a-"

Before she could finish Miles easily lifted the bag out of her hands and slinging it over his shoulder like it weighed the same as a sack of potatoes.

"-hand," she finished, standing up straight and turning to thank Miles, allowing him to get his first good look at her.

She was almost the same height as him, just shy of a couple inches. She wore a light brown striped sweater, plain blue jeans and ordinary blue sneakers. But what really stood out to Miles were her light gray eyes and her hair, which reached down to her waist and was a distinct emerald green. Definitely not like most of the hair colors he saw back at his old school in Brooklyn. Not unless the person used hair dye or wore a wig. But this girl's hair looked completely natural, so he could only assume that she was born with hair like that.

She said "Thank you." She then stretched and Miles could hear a light POP! sound. "That bag was starting to mess up my back."

"I can imagine," Miles replied, even though honestly it didn't weigh that much to him. Thank God for super strength.

The girl looked at him, puzzled. "You know, I haven't seen you around here. Are you new here?"

He nodded. "Yeah, today's my first day." Shifting the bag to free up his right hand, he held it out to her and said "Miles Morales."

She gently took his hand and shook it. "I'm Wallflower Blush."

Noticing the slight lull in the conversation, Miles asked "So, where were you taking this thing?"

"The gardening shed out behind the school," she replied. "I can probably just get a wheelbarrow and-"

"-or I can save you the trouble and the time and just carry it for you," Miles interjected.

"Oh. You don't have to-"

"We've got a little less than half an hour before school starts, and I got nothing else to do," he replied. "Plus, you really wanna go back to lugging this big bag by yourself?"

Wallflower though about it for a few seconds, before saying "Okay then. Follow me."

As they walked to the shed they exchanged some small talk; things like their hobbies, their favorite classes, what they brought to eat for lunch since unless it was Pizza Day the school's food tended to suck. Though, Wallflower seemed to be genuinely surprised when Miles asked about her. Not that she minded, since as she put it "Barely anyone even knows I exist."

"Really," Miles asked. "I figured with your hair the color it is, you'd stick out like a sore thumb. No offense."

Wallflower just blushed and giggled, replying "None taken. And trust me, once you see some of the other students and their crazy hair, you'll understand."

Once they reached the garden, Miles was very surprised at what he saw.

Flowers of multiple breeds and colors were in bloom, arranged in a multitude of ways that really made the colors pop out. All of the flowers were standing tall, but he noticed a few were much larger and their colors far more vibrant than what their species would tend to allow. It was also clear that whoever was growing them was showing them the utmost care; there wasn't a single wilted flower or dying plant to be seen. "Wow. Just... wow. This place looks amazing."

The blush on Wallflower's face returned, even stronger than before with her face now resembling a strawberry. "Um... t-thanks. I try my best."

Miles blinked. "Wait, just you?" The girl must have a green thumb that can outdo Poison Ivy.

Wallflower nodded. "Yeah. I'm president of the Garden Club. I also founded it, and I'm the only member. And up until this point, the only person who's ever been here, or has asked about it." There was a slight pause before she groaned and added "That sounded even more pathetic out loud."

As they made it to the gardening shed, Miles replied "Sounds kinda like me when I first founded the Robotics Club at my old school in Brooklyn. Nobody showed up to any of the meetings, save for me and the one teacher. And even he got bored and eventually stopped coming. Now tell me that THAT doesn't sound pathetic."

She giggled a little at that. "Okay, you win."

Carefully setting the bag of top soil in the shed, Miles asked "So, how come nobody else's joined your club? I mean, with my robotics club it made sense since I wasn't exactly Mister Popular to begin with. Add in the fact that I was a well-dressed nerd in a school of jocks or sports fanatics and I was pretty much-"

"-the bottom of the barrel," Wallflower guessed.

"No, I think I actually WAS the barrel, if that makes any sense."

Once they got the shed locked back up, Wallflower replied "Truthfully, I wasn't kidding when I said almost nobody knows I exist. I'm not exactly a social butterfly. And the few times I do manage to get someone to acknowledge me those same people forget about me within a few hours at the most, maybe five minutes at the least." She sighed. "It wouldn't surprise me if by some miracle, this year's yearbook has me listed as 'Most Forgettable Student.'"

Miles shook his head. "I'd actually peg you more for 'Best Gardener', but that's just me."

"Yeah, if anybody actually cares. In this school if you're not rich, singing or dancing on stage, acting in a play, or bringing home the gold on a sports team, you don't really get noticed."*** She sighed, looking away sadly.

"Ouch."

"Yeah. Story of my life really. As it is I'm expecting you to forget about me and this conversation by the time school's over."

There was a brief silence, before Miles pulled out his phone and said "Well, let's make sure I don't." Activating his phone's camera he aimed it at Wallflower. "Say cheese."

A bit surprised, Wallflower blinked and replied "Cheese?"

Miles chuckled before saying "Come on. You know you need to smile."

Wallflower giggled, before she gave him a smile and said "Cheese."

Once he took the photo, Miles saved it and said "And now, I won't forget you." He then grinned and jokingly asked "Wait a second; how do I know you aren't going to forget about me?"

His answer came when Wallflower snapped a picture of him on her phone, smiling like she had just won the lottery. Tapping her phone a few times she said "There. Now we're even."

He then looked at the picture, and before he could stop himself he added "You know, you actually got a really cute smile." See Wallflower's face start to redden he balked for a second and awkwardly asked "Did I just say that out loud?"

Blushing up a storm (No pun intended.) Wallflower's only reaction was a small nod.

Miles mentally facepalmed. Great. Try to be friendly, end up making it awkward. Why does this always happen to me with cute girls?

Fortunately for him and his dignity, the bell rung and broke the awkward silence. Mostly. "Well, that's the bell," Miles stated lamely.

"Yep," was Wallflower's only reply.

"So..." Miles started, racking his brain for something to say. "See you at lunch? Not like a date, just... you know?"

"Two socially awkward teens hanging out as friends," Wallflower guessed.

"Bingo."

There was a pause, before Wallflower nodded and smiled. "Sure. I would lo- I'd really like that."

"Awesome. See you then."

As he ran off, Wallflower couldn't keep the smile from etching itself across her face. I've finally got a friend. Maybe I'm not invisible after all.

Author's Note

*This was touched on in the DLC for the 2018 Spider-Man game. Between certain missions Spider-Man would talk with Miles about training, this equation even being used as an example. So yeah, apparently a lot of math goes into web-swinging.
**I'm not writing this for a joke. Mostly. Coming up with original superhero names is semi-impossible. And all the GOOD names are pretty much taken. I wanted to have Sunset Shimmer's superhero name to have Phoenix somewhere in the name, but I already have the X-Men mentioned and the name is sadly taken. So I had to settle on Solar Flare.
***Now admittedly this is just my idea instead of canon, but it kinda makes sense. If we ignore the part about a student being rich, a lot of the popular students seem to get noticed if they take part in a club that's either sports or part of the Performing Arts. We don't see Wallflower sing on stage in front of the other students in any of the specials or shorts she's in. In fact, the only time she has a song number is when the only audience she has is Trixie and Sunset Shimmer. And from what we've seen in Equestria Girls canon the majority of the major characters (including Flash Sentry) have musical talents and have appeared on stage, and aside from a few of the shorts the other clubs have rarely gotten any mention or focus. So it kinda makes sense in that regard that sports and stage-based talents would be more noticed in CHS as opposed to gardening or other clubs that don't usually have anything to do with public performances or being on stage.

So yeah, Miles meets the rest of Team Spider and they start to set up for his training.
And then he meets a certain green-haired girl who may or may not become important later down the line.

Side note: I have never wrote for Wallflower Blush before, so if she seems out of character that would probably be why. Then again some might argue that Flash Sentry being Spider-Man and supersmart would be writing him OOC, but what are you gonna do?

Join me next time as Miles gets showed around the school, meets the Rainbooms and sees Equestrian Magic for the first time. And then we get to the training montage. CUE THE 80's THEME!

Chapter 16: First Day Of Two Schools

After Miles got his schedule from Principal Celestia and Vice Principal Luna, who both welcomed him to CHS and gave him the usual rules about bulllying, cheating, et cetera; he met up with Flash Sentry who showed him around the school. Flash showed Miles where his classes would be; along with where the gym, cafeteria, library, and other important places where.

And all the while Miles could see what Wallflower had meant when she said about the other students and their "crazy hair." While there were some students who had normal hair in black, brown, blond, occasionally red or orange (in the case of Thorax); there were plenty others with off the wall colors like green, blue (with Flash Sentry assuring him that it was in fact his natural color and not a dye job like Miles had originally thought. He also assured him that Twilight's hair naturally came in indigo with the two stripes.) pink, white, purple, and Flash even told Miles that one girl at the school had rainbow colored hair of all things. "You know I'm starting to feel out of place here," Miles stated. "Everyone's got a case of Anime Hair Syndrome* and I've just got this." He emphasized his point by pointing at his short black hair.

Flash chuckled and replied "Trust me dude; with how friendly everyone is here, give it a few weeks and you'll feel right at home."

"I'll hold you to that."

Eventually they came to the music room, and Flash said "Okay, we need to stop here in the Music Room for a sec."

Confused, Miles asked "Why? I mean, I like music as much as the next guy but I'm not exactly a musician."

"Because I have some friends I'd like you to meet. And there's something they need to talk to you about involving this school and the statue out front."

"What do you mean by that?"

"Just trust me dude."

Flash opened the door to the Music Room, walked inside...

...and was immediately assaulted by a series of air horns, a mountain of shiny glittery confetti falling on top of him from above, and a pie to the face. Grumbling, he wiped the pie stuff out of his eyes and looked at the Rainbooms, all of whom (sans Fluttershy who was nice enough to give him a towel) were either laughing or doing their best not to laugh. Well, I literally walked right into this one. "I'm going to go out on a limb and guess that with the exception of Fluttershy, you all had something to do with this."

Pinkie immediately bounced up to him and replied "Yep! Sunset came up with the plan, Rainbow got all the airhorns. Applejack got me the buckets and baked the pie," she paused to get some of the syrup off of Flash and taste it. "Mmm. Apple cinnamon.

'Anyway, Rarity got the glitter that I mixed in with my confetti, and then I set the whole thing up!"

Which explains why my Spider-Sense couldn't pick up on it Flash mentally noted as he took notice of the elaborate series of pulleys, buckets, and air horns that were along the inside of the door.

"So, were you surprised," Pinkie asked.

Flash nodded. "You could say that." He then turned to Sunset and saw her smug look of supreme victory. "Think you might've gone a wee bit overboard trying to get even with me."

Still keeping that smug look, Sunset shook her head and replied "Nope. I don't play to get even. Momma plays to win."

Rainbow laughed and added "Plus it helps when you got two friends who really love pranking people" before exchanging a fist bump with Pinkie Pie, both of them having massive grins. "We are such a good influence on her."

Applejack chuckled before looking to see Miles watching all of this with a look of the utmost confusion. "Oh, don't mind us. This is a normal thing around here."

"I'm starting to think nobody in this school knows what normal even means," Miles replied, before holding out his hand. "Miles Morales."

Shaking his hand she replied "Jacqueline Apple. But everyone calls me Applejack."

"Nice to meet you, Applejack." Looking at the other Rainbooms he asked "So, do you girl's dye your hair or-"

"It's natural," Rainbow replied, rolling her eyes. "Not sure how, but yes, my hair naturally comes in seven colors. I get it from my dad."

"So, does her hair naturally looks like a corkscrew and her hair naturally looks like cotton candy," he asked pointing at Rarity and Pinkie Pie respectfully.

"Oh, it's completely natural," Rarity replied. "If I don't have it in a different style it just naturally curls like this-"

"And a big yep for me," Pinkie Pie replied, cutting her off while suddenly appearing next to Miles, much to his shock. "I'm Pinkie Pie, by the way! Oh, and she's Rarity!" She pointed to Rarity who gave a quick wave before Pinkie continued "Well my full name's Pinkamena Diane Pie but that's a bit of a mouthful so just call me Pinkie Pie. I'm so excited to meet you! I love meeting new people, especially if they're new students who can hopefully become new friends and-"

Putting her hand on Pinkie's shoulder, Rarity said "Pinkie, darling? Remember to let them breathe."

"Right. Sorry," she said to Miles. "I kinda get super excited when I meet new people."

"Nah, it's cool," Miles replied. "Though, you might wanna consider switching to Decaf."

"I do drink Decaf," Pinkie Pie replied. Practically seeing the words on Miles' lips she added "And no, I'm not on any medications nor do I take any drugs. Yes, I get that a lot."

Miles looked bewildered, before he said "That answers some questions, but just raises SO many more."

"You get used to it," Flash stated. His phone rang at that moment. Looking at who was calling he added "I gotta step out for a moment. Be right back."

Once he was out the door and the other girls introduced themselves, Miles said "So, Flash said you guys needed to explain something to me. What exactly did he mean by that?"

Sunset was the one to answer with a question of her own. "Well Miles, do you believe in magic?"

Once he was sure he was out of earshot from the Music Room, Flash answered the phone. "What's up, Twi?"

"Just wanted to check up on my boyfriend," Twilight replied, giggling. "And to tell you that Karen and I narrowed down the list of people who could have made the tech for Scorpion's tail."

Flash was surprised. When Karen had scanned the parts and compared them to the works of multiple scientists working for multiple tech companies, they came up with a list of roughly one hundred possible suspects. "Great job. How many do you have now?"

"Just three. I'll tell you how and why when we get together after school. How's Miles doing?"

"He's talking to Sunset and the Rainbooms right now so they can explain to him about the magic."

"Wonder how he's reacting to that revelation?"

"About magic existing? Doubtful that it'll surprise him that much since one of Earth's Mightiest Heroes is a guy who looks like the Norse God of Thunder and happens to use a magic hammer. The existence of another universe where instead of humans you have magic or fantastical animals, including unicorns, dragons and what not?"

"His mind's probably doing loop-de-loops right now."

"Yeah." He ran his hand through his hair, immediately feeling the literal mountain of confetti and sparkles that were still in his hair. "I swear I'm going to get them back for this."

"Who and for what?"

Flash sighed. "Promise me you won't laugh."

He could just imagine the grin on her face as she replied "I'll try, but I make no promises."

So he told her about how the Rainbooms pranked him, and before he even finished she burst out laughing. "How did I know you were going to laugh?"

"Well, it was pretty funny," she replied. Getting serious for a moment she asked "So, how are you planning on getting back at them?"

An absolutely insidious grin crossed his face as he replied "Don't you worry about that. My revenge prank will be one they never see coming."

"Are you planning on pranking them all at once?"

"Maybe. Why?"

"Personally, what I would do is prank them off one by one. The panic and paranoia will begin to rise as they're each picked off one at a time, none of them knowing if they'll be next."

Flash whistled. "My dear Twilight; I never knew you could be so evil."

She giggled. "There's a lot you don't know about me. Well, I gotta go to my next class. See you later, Flash."

"See you later, Twilight."

Meanwhile at Crystal Prep, Abacus was on the phone talking to Celestia (the Principal, not the Princess) about the upcoming Friendship Games. "Yes, that works for me, Celestia. The Shadowbolts and I will see you on May 27th." She rolled her eyes at what Celestia said and replied "Yes yes, having the students form bonds and friendships is important."

Honestly, this was one of the main reasons Cinch was constantly irritated by Celestia and Luna. Their constant talking of how the Friendship Games would help to "promote friendship and harmony" between their two schools and how their school team was superior because "all of the Wondercolts were friends on and off the field."

And yet the Shadowbolts were the undefeated victors for the past ten years. Not because of friendship or harmony or any of that crap, but because Cinch's standards constantly pushed them to win this competition. Competitions were designed to have one winner that stood above all, while the rest of the contestants were meant to be the losers that would be crushed underneath the victor's feet. The idea that any competition would serve the purpose of promoting something as temporary and inconsequential as friendship was absolutely ludicrous to Cinch...

She facepalmed. My god, I've been here so long I'm actually starting to believe my own cover. "Oh, no Celestia I just had this annoying insect buzzing around my head. I will see you on the 27th." Hanging up she fell back in her chair and sighed. "Nineteen days, Abacus. Nineteen days and you can finally end this charade and move on to better things."

Smiling at that thought she pulled up a file on her computer, bringing up a picture of six girls. Underneath their pictures were their names: Pinkamena Diane Pie, Jacqueline (Applejack) Apple, Rarity Belle, Fluttershy Breeze, Rainbow Dash and finally, Sunset Shimmer.

Putting her fingers together, she said "You girls hold the final key to my plans. And thanks to the blueprints I 'acquired' from Twilight Sparkle's laptop, I have the means to take it. Nothing will stand in my way.

'Not even Spider-Man."

Once school had ended a few hours later (with nothing really interesting happening save for Miles introducing Flash and Thorax to Wallflower. While it was a bit awkward at first they were soon laughing and smiling like real friends by the time lunch was over.), Flash, Miles, and Thorax met up with Twilight at the lair in order to start Miles's training. Twilight and Karen had already begun working on Miles's Web Shooters, when Miles brought something up about their design.

"According to Hooke's law, elastic force is linear with distance, given all factors are equal." He then motioned to Flash and then to himself, and back to Flash. "We're clearly not equal."

He wasn't wrong. Not only was Flash at least a good head taller than Miles, but Miles was had a slightly stockier build compared to Flash, who even with the muscles the spider-bite gave him still looked a bit lanky. A scan by Karen later also showed that Miles weighed a few more pounds than Flash did. Still a healthy weight, but as Flash would point out "Just a few extra pounds can affect things like web fluid consumption, tensile strength..."

"And a few other things," Twilight finished.

Looking over the blueprints for the web shooters, Miles ran the calculations in his head. "Hmm, if we tighten the nozzle diameter by 0.7 millimeters, it all pretty much evens out."

Both Flash and Twilight double-checked it, just to be sure. And sure enough, he was right. "I think we might have officially underestimated you," Twilight said with a smile.

Once that was taken care of Flash showed Miles the basics of how to put the Web Shooters together piece by piece, how to fix them if something happened to them while he was in the field (which helped to avoid having to walk all the way back to base) and how to make the Web Fluid. Which Miles found was actually a little easier than he thought it would be.

While they waited for the Web Fluid to finish, Flash took Miles over to the Training Area to run a few more tests to try and get the full scope of Miles's powers and see just how different they were from his own.

As it turns out, Miles's enhanced strength and agility were about on Flash's level. His Spider-Sense on the other hand was not. To test this they set up a tennis ball launcher and had it shoot at them while their backs were turned. When it fired at Flash his Spider-Sense went off just before it fired. With Miles however, it only activated when the ball had been fired and was halfway to him, giving him less time to react. Fortunately since his reflexes were just as good Flash's he was able to dodge the ball with no problem. Still, it was something to look out for in the future.

"I'm guessing that's the trade-off for having my Camouflage," Miles said, once they were done running the tests.

Handing him a bottle of water from the fridge, Flash replied "I guess so. But who knows? Maybe you'll have some other spider-based superpower I don't have."

"As long as I don't start growing extra limbs or shooting organic webs out of my butt, I'm cool with that."

They both chuckled at that, before Flash asked "So, how's it feel to know that magic exists?"

"Honestly, I kinda had a feeling that magic existed after Thor turned a skyscraper into a lightning rod to fry all those aliens," Miles replied. "And Multiverse Theory has been around for decades. So the idea of another universe where magic was a really prominent thing, not really that hard to swallow for me."

"Huh. I was kinda expecting-"

"-me to freak out, be all amazed and/or disbelieving?" Miles rolled his eyes. "Dude, we got a scientist who turns into a jolly green giant when he's angry, the Norse God of Thunder who has a magic hammer, a super-soldier from World War 2, and a billionaire playboy in a flying suit of armor with enough weapons to take on an army. Not to mention we got invaded by aliens who ripped open a wormhole above Avenger's Tower. You really think learning there's another universe full of magic and sorcery is gonna shock me?"

"A fair point."

"Though I will admit, finding out that Sunset Shimmer was supposed to be a 23 year old pony, and a unicorn of all things, was kinda crazy."**

"Yeah, that one was pretty weird. I mean she looks just like a normal fifteen year old girl. Flaming red and gold hair notwithstanding."

"Which must make it pretty awkward seeing as how you two used to date," Twilight said, looking up from the machine she was working on with a smirk on her face.

Flash rolled his eyes. "Like I said, it wasn't really dating. I mean we never even kissed. Or held hands."

"Either way, you were dating a twenty-three year old female of a different species."

"And now I'm dating a fourteen year old adorkable yet beautiful girl of my species, who's almost as smart as me."

Twilight playfully glared at him. "Excuse me? Almost as smart as you?"

As the two continued their playful bantering, Miles looked at one of the inactive computer terminals. Sitting at it he asked "Hey Karen, you busy?"

"I'm currently sifting through multiple files from Oscorp's servers, as well as helping Twilight narrow down the scientist who helped build that device they pulled off of Scorpion. And that's not even taking up 25% of my processing power or memory."

Smirking, Miles asked "So, that's a no?"

"That's a no. What do you need?"

Pulling his notebook out of his backpack, he flipped to the design for his costume. "I have a potential design for my costume. You got a scanner somewhere?"

"Right next to Thorax, left side."

He did so, with Thorax taking a look at the sketch as it was being scanned. "Wow. You'll definitely stand out from Flash."

Miles's design was simple enough; a variant of Flash's current suit colored black with red webs, fingers, and a bit of red surrounding the lenses. And much like the original, there would also be a spider on the chest and back, also in red.

Miles nodded. "Yeah, wanted to go with something familiar, but still different. Kinda like an homage but with my personal spin on it." Sighing, he added "Now if only I can come up with a name."

"Well, we can come up with one later." Both of them turned to see Flash holding a tray with two Web Shooters on it. "Because right now, we've got training to do."

Carefully, Miles put on the Web Shooters. "They're a little bit tight," he remarked.

Flash smiled. "Trust me, you'll get used to it."

Meanwhile, in an undisclosed location, Otto Octavius was glaring at a TV. More specifically, he was glaring at an advertisement for an upcoming event: the Oscorp Charity Gala. Norman Osborn himself was going to be there that night.

One of Otto's robotic tentacles came, grabbing the TV in its pincers. "Soon, Osborn," he muttered.

The pincers on the tentacle snapped shot, crushing the TV like it was a piece of candy.

"Soon."

Author's Note

*Seriously, has anyone noticed how bizarre the hair colors and hairstyles that characters in anime can have? Just look at Yugi Muto from Yu-Gi-Oh or Yusei Fudo from Yu-Gi-Oh 5Ds. :twilightoops: Wow, my brothers were right. I am a nerd.
**Yes, Sunset is 23 years old at the time of this chapter. For those of you who are curious, Princess Twilight Sparkle is 19, soon to be 20. Hopefully nobody objects, but I don't think anyone will since we're never told their ages aside from Fluttershy telling Pinkie:
:yay: "I'm a year older than you."
Though it does make you wonder: What is the legal drinking age in Equestria? I am only asking for future comedic purposes, of course. :pinkiehappy::raritywink:

So, yeah. My Little Pony: Friendship Is Magic just had its last episode. Outside of the "Season 10" comics (that I will probably never read) and whatever fanfics we write about it, from here on out:

MCU Reference FTW!
But just because the show's over doesn't mean that I'm stopping anytime soon. I started the EQGMU, and I promise you all I'm going to finish it. Cross my heart, hope to fly, stick a cupcake in my eye!

Sorry this chapter took so long to get out. My brother's truck needed its engine replaced and I had to help him. And man oh man, was getting that engine out and the new one in a pain in the ass.

Hopefully the next chapter won't take near as long.

That's all for now. Equestrian Defender, out.

Omake 1: Flash's Pranks of Retaliation

Flash looked at his chart, taking note of the five pictures of five of the Rainbooms. Next to said pictures were the pranks he was planning on hitting them with when they least expected.

He had opted against pranking Fluttershy. Not only was she the one Rainboom who hadn't partaken in that prank, but she was also really sensitive and he didn't really want to make her cry.

Plus he knew that all the other Rainbooms would more than likely castrate him if he did so, and he did want to start a family someday in the future.*

With an evil smile, he looked over the pranks one more time and said "This... is gonna be fun."

Unknown to him, all five of the Rainbooms he was targeting suddenly felt a chill go down their spines, though they weren't sure why.

-Tuesday, May 9th-
Target: Pinkie Pie

"And then I said 'Cornflakes? Are you crazy?!'"

Rainbow Dash rolled her eyes. "Pinkie, you've told us this story five hundred times already."

"And, um, we still don't get it," Fluttershy added.

Seemingly ignoring them, Pinkie Pie said "I gotta go wash my hands. You girls mind waiting for me?"

With that, she walked into the girls bathroom, leaving the rest of the Rainbooms outside. "So Sunset," Applejack said. "Princess Twilight tell you if there's any other magical doodads we should look out for?"

Sunset shook her head. "She's still looking, but she says she hasn't really found anything. It's almost like Starswirl didn't want anyone to know of this world or what he left over here."

"I'm sure Pinkie Pie would come up with a thousand different things he might have sent over here," Rarity replied.

"Speaking of which, what's taking her so long," Rainbow asked. "It's been three minutes! How long does it take for someone to wash their hands?"

"Well Rainbow, some of us actually use this wonderful substance when we clean our hands. I believe it's called, soap?"

"I use soap, Rarity," Rainbow answered, rolling her eyes. "But I don't take five minutes to wash my hands. Not unless they're covered in oil or grease and I have to use some special soap to get if off."

"Well-"

Whatever Rarity was about to say was cut off by the bathroom door being flung open, with Pinkie Pie walking out of it.

And to their shock, the entirety of Pinkie Pie's front, along with a majority of her hair, was covered in a slimy dark red substance. Looking at them, she smiled as if nothing was wrong and said "I think something's up with the plumbing."

Finding her voice, Rainbow asked "Pinkie, what the hell happened?!"

"I don't know. I turned on the water but nothing came out. And then this weird gurgling sound came from the drain. I lean down to see if there's something clogging the drain, and the next thing I know I'm reenacting the bathroom scene from that movie with the creepy demon clown. What was it called again?"

"IT," Fluttershy replied, still shocked at the story and whatever was covering Pinkie Pie. "Be thankful you didn't end up reenacting the sewer orgy."

Everyone cringed at that. "What the hell was Stephen King smoking when he thought of that scene," Rainbow Dash asked. "And please tell me that isn't blood on you."

At that moment Applejack sniffed it, then scooped some off and licked it, and proclaimed "Nope. It's jam." She tasted the jam on her fingers again and recoiled "Raspberry jam. Eeyuck!"

Everyone was floored at that. "So let me see if I get this straight," Sunset started. "Somebody set up the pipes of that sink to blast you with raspberry jam, knowing that you would use that particular sink in that particular bathroom? Whoever did this is either super lucky, or has foresight and tactical skills that would put Patton to shame."*

"Or they just overheard me say that I always like using that sink because the water temperature and pressure always stay steady," she added.

"Yeah, but who-" Sunset then facepalmed. "I think I know who did this."

"Who," the Rainbooms all asked.

"Hey girl- what happened to Pinkie?"

Everyone turned to see Flash, Thorax and Miles standing there. All of them seemed concerned, but Sunset wasn't fooled. She could see the barely contained laughter in there faces.

Especially when Flash grinned and said "Jeez Pinkie. You look like you were in a bit of... a jam."***

Sunset rolled her eyes, her suspicions confirmed."Real funny, Flash."

Flash grinned, taking a bow. "Thank you. Thank you. You're too kind."

All the other Rainbooms were shocked at this revelation. Pinkie finally broke the silence and asked "That was you?!"

He nodded. "Yes it was, Pinkie. And you were only the first." Looking at the Rainbooms he asked "You didn't really think I was just going to let your little air horn confetti pie prank go, did you? I had to spend three hours last night getting glitter out of my hair. I still didn't get all of it." To emphasize his point, he tilted his head to the side and ruffled his hair, and a few specks of glitter fell out. He fixed the other Rainbooms with a glare and added "Nobody. Messes. With. My. Hair."

Rainbow yawned, sounding actually bored. "Oh please. This whole bit of you announcing you're gonna prank us is lame. It just reeks of amateurism."

"Actually I think that's raspberries," Pinkie said, wiping the jam off her face with a wet washcloth (with Miles asking where she got the washcloth and Flash simply saying "It's Pinkie Pie. Don't question it.") She then smiled at Flash and added "That was actually a pretty good prank. Didn't know you had it in you."

"There's a lot you don't know about me, Pinkamena," Flash replied. Looking at Rainbow Dash, he continued "Oh, that's the beauty of it. You may know I'm coming, but you'll never know who I'll prank next." Shooting Fluttershy a glance he said "Except you, Fluttershy. You're safe."

As the shy girl breathed a sigh of relief, Rarity asked "Um, why is she safe when we have to face... whatever practical joke you'll be planning?"

"Because she wasn't part of that prank. And because I'm pretty sure you'd take turns killing me if I did prank her and ended up making her cry."

"I'd probably stomp on your manhood so hard you wouldn't be able to have kids," Applejack added. Everyone looked at her with shocked faces, to which she asked "Did I say that out loud?"

"Yes. Remind me never to make you angry," Miles stated, his face a little pale. Thorax was wincing and covering his manhood after imagining her actually doing that.

"Anyway," Flash said, getting their attention. "You'll never see my pranks coming. They could occur anytime, anywhere. The good news is that since I just got Pinkie and I'm not getting Fluttershy, that only leaves you four," he finished by pointing to Sunset, Rarity, Applejack, and Rainbow Dash.

"Oh yeah?" Rainbow Dash shot him a glare of defiance and said "I'm the number one prankster in the whole school, the Queen of Pranks. You won't be able to touch me."

To their shock, Flash burst out laughing. "Oh man, that was good. You're a funny girl, Rainbow Dash. I'm gonna make your's extra special." The bell rung at that moment, and he said "Well, that's the bell. See you girls later." He flashed them an evil smile before he walked away, and the four girls who were still targets felt an involuntary shiver go down their spines.

"What the hell did we create," Sunset asked aloud.

"A monster," Fluttershy replied.

"Girls, relax," Rainbow assured them. "He's all talk. He's just trying to scare us."

"I don't know, Rainbow," Applejack replied.

"He sounded quite serious," Rarity added.

"Well I'm not scared," Rainbow said with the utmost confidence. "If he thinks he's gonna get me, the Prank Queen of CHS, then he's clearly lost his mind."

"Wait, I thought I was the Prank Queen," Pinkie asked.

"You're the Prank Princess. We talked about this."

"Oh yeah. Sorry."

They walked to their next class after that, with four of the girls trying to ignore the uneasy feeling they had of their impending humiliation.

Target: Applejack

The school day was over and Applejack was headed for her locker, Rarity right behind her. "So, did anything happen to you today," she asked.

Rarity shook her head negative. "No. Nothing prank-related at least. Do you think perhaps Rainbow Dash was correct in saying that Flash was only trying to frighten us?"

Applejack shook her head as they reached her locker. "Nah. I got this gut feeling that something's gonna happen." Putting in the combination, she opened the door and said "I just don't- ARRGHHH!!!!"

Her sentence was cut off by the sudden massive avalanche of Red Delicious that poured out of her locker, knocking her to the ground and burying her. Concerned, Rarity asked "Applejack? Dear? Are you alright?"

From underneath the pile she heard Applejack groggily say "Oh sweet, wonderful apples; why have you betrayed me?"

Rarity sighed before she noticed a note taped inside her locker. Pulling it out she read:

An apple a day keeps the doctor away.***

Signed, Flash Sentry.

P.S. Two down, three to go.

Why do I get the feeling I'm going to be sleeping tonight with all the windows locked tight, Rarity mused internally, before helping Applejack up from the pile of apples.

-Wednesday, May 10th-
Target: Rarity

All of the Rainbooms except for Rarity were standing outside the Girl's Locker Rooms, having finished Gym Class for the day. They were waiting because Rarity was still in the Locker Rooms taking a shower, no doubt planning on taking advantage of the full ten minutes that Coach Spitfire gave them at the end of class to clean up. "I swear with the amount of time she spends in the shower you'd think she were a mermaid," Sunset groaned, playing a game on her phone while she was bored out of her mind.

"Do mermaids exist in your world," Fluttershy asked, curious.

She shrugged. "There's been stories and legends about ponies living in the sea with fish tails and flippers, but nothing concrete."

The door opened, getting their attention, only for Wallflower Blush to walk out, smiling as she walked away.

Rainbow Dash immediately sat up and asked "Hey, isn't she friends with Miles and Flash?"

A sort of answer to her question came to her when they all heard Rarity's shrill scream coming from inside the Locker Room. The Rainbooms all but knocked the door off its hinges and raced in to find Rarity (Relax people, she's fully dressed. The author is not one of those who believes in using these characters for fanservice.)...

...whose long corkscrew hair, instead of being its usual purple color, was now the deepest shade of emerald green.

Being her usual over-dramatic self, she hysterically yelled "Of all the worst things that could happen, this is the! WORST! POSSIBLE! THING!"****

Sunset immediately grabbed her bottle of shampoo, noticing a note wrapped around it. She read aloud:

Hope you enjoyed the prank. It's a bit of a hair-raiser, if I do say so myself.***

Warm regards, Flash Sentry

P.S. Don't worry, Rarity. Twilight designed that dye to be temporary. It'll fade away back to your real color in about an hour. I'm not that cruel.

P.S.S. Three down, two to go. You scared yet, RD?

"He got Twilight and..." Sunset paused, struggling to remember the green-haired girl's name.

"Wallflower Blush," Fluttershy supplied, rolling her eyes. "Seriously, Sunset. She's been in your English class since the start of the year."

"There's twenty-eight people in that class besides us, and she's never really made herself known or tried to talk to me," she replied. "Anyway, Wallflower and Twilight are in on this too. Which makes sense since Flash, Miles, and Thorax can't get in here."

"Well, I guess there's some good news, Rarity," Rainbow stated, who had been reading the name over Sunset's shoulder. "Just give it an hour and..."

The words died in her throat as she looked to see Rarity sprawled out and sobbing on her fainting couch, it somehow appearing in the locker room despite it not being there before. "Honestly I'd ask how she got it in here and where she got it from," Sunset stated. "But I gave up trying to figure this stuff out when I met Pinkie Pie."

Applejack was gently rubbing Rarity's back to calm her, while looking at Sunset and Rainbow. "You do realize one of you two are next, right? And I'd hate to say it, but he's gonna get you girls."

Rainbow's eyes widened a fraction of an inch. "Okay, now I'm a little scared."

Sunset nodded. "He got Pinkie in the bathroom, got Applejack at her locker, and he got Rarity in the locker room. Is there anywhere he can't get us?"

"Well I'd like to see him try and get me at practice today. Good luck trying to get me when I'm surrounded by the team."

At that moment her phone buzzed a text alert. Checking it, she was shocked at who it came from. "It's from Flash."

Everyone's eyes widened. "Don't read it," Pinkie exclaimed. "I've seen how this movie goes. You answer it and you get cursed!"

Rainbow rolled her eyes and replied "That is the last time we let you watch horror movies." She pulled up the text and read aloud "'You really shouldn't tempt fate like that, Rainbow.'"

Everyone's eyes widened even further. "HOW THE HELL DID HE KNOW WHAT I JUST SAID," Rainbow asked, now really scared.

Sunset looked around, and noticed a pair of feet sticking out from under one of the bathroom stalls. She banged on the door and asked "Who's in there?!"

The door opened to reveal a blue haired girl with very familiar shades, holding her phone which was on an active call. "Hey, don't shoot the messenger," she said with her hands raised. "He gave me fifty bucks to listen in on you girls."

Rainbow took her phone and said "Okay Sentry, let me make something clear. I ain't scared of you. You wanna go? Then let's go!"

There was a pause, before Flash's voice came on the phone. "Challenge accepted." and the call ended.

"RD, are you nuts," Applejack proclaimed. "You pretty much just gave him the green light to prank you next!"

Giving Vinyl back her phone, she said "Like what? What could he possibly do to me at practice? Wallflower can't get in here because only the team's allowed in here during practice. Coach Spitfire has eyes like a hawk. If he tries anything and she sees him, she'll nail him with detention till the end of the year. What's the worst that could happen?"

Sunset facepalmed. "You. Are. SCREWED."

Target: Rainbow Dash

Deciding to play it safe for her team, Rainbow Dash quickly got changed and walked onto the field to look for anything out of place.

To her surprise there wasn't anything that really stood out. Sure, there were a large flock of pigeons perched on the bleachers and a couple of them on the field, but other than that everything looked normal.

Until some of the pigeons landed on the field and started pecking at something on the ground. Walking over, she saw they were actually eating-

"Breadcrumbs," she asked. "That's Flash's big prank? Leave a bunch of breadcrumbs on the field to attract a bunch of dumb birds onto the field? What kind of lame ass prank is-"

SPLAT!

The words died in her throat as something wet and smelly landed on her shoulder. She slowly looked at her shoulder, and saw a nice white splatter of pigeon gunk. "Ew." She looked up to get a look at the pigeon that pooped on her, and saw that the pigeons were now all flying, circling above her.

Realization struck her, as did a few more blobs of pigeon gunk that landed on her, that THIS was Flash's prank. Realizing that there was no real way to escape it, she simply looked up to the sky at the massive flock and yelled "BRING IT ON!!!!!"

Hey, you said to bring it. And I brought it.

Better flock to the shower, Prank Queen.***

Your friend, Flash Sentry.

P.S. Be a pal and tell Sunset her number's up.

Rainbow growled, crumpling up the note she found in her locker and tossing it in the trashcan. She pulled out her phone and dialed Sunset's number. "He got me, Sunset."

"There's a shocker," Sunset replied. "What'd he do?"

"Let's just say I took 52 showers and I still smell like pigeon crap."

There was a brief pause before she said "I'm not even gonna ask. But wait, if he got you then that means-"

"You're next, Sunset. He made it very clear in the note."

There was a muffled curse on the other end before Sunset replied "That's just perfect. I'll see you at school tomorrow."

"See you." She hung up and said "Okay. Shower 53, here we go..."

-Thursday, May 11th-
Target: Sunset Shimmer

Sunset Shimmer bolted into the music room, closing the door behind her and breathing a sigh of relief. "You're safe," Sunset replied, breathing a sigh of relief. "You're safe, Sunset. He can't get you here."

The entire day Sunset was constantly looking over her shoulder, jumping at shadows and every loud noise she heard. So far today though, she hadn't been pranked. There was nothing in her locker, nobody swapped out her shampoo, and she brought a bottle of hand sanitizer from home so she didn't get hit by a "jam"med up sink. Plus, nobody was allowed on the sports field until all the pigeon crap got cleaned up (not that Flash was getting nailed for that since all the bread crumbs were eaten and... well it was just pigeon crap. Stuff comes out with some water.)

That still hadn't helped with the rampant paranoia running through Sunset's mind. Which was why she decided to eat lunch in the Music Room today, and have Pinkie Pie grab her lunch from her locker.

The door opened and Sunset tensed, only to relax when she saw the familiar pink hair of her good friend. "Hi Sunset," Pinkie said, handing the girl her lunchbox. "Here's your lunch."

"Thank you," Sunset replied, taking the box. She then noticed the can in her hands and asked "What's that?"

She took a sip from it, and replied "Some sort of new soda. Don't worry, it's caffeine free."

"It any good?"

She nodded. "It's fruit punch flavor, and it's really good. I've drank about half of it already."

"Cool." Sunset opened her lunchbox...

...and froze when she saw the note inside. Carefully picking it up, she read:

Time for you to face the music, Sunny.

Your ex-boyfriend, Flash Sentry.

P.S. Tell Pinkie Pie she should really lay off the ENERGY DRINKS.

Sunset's blood ran cold as she took the can from Pinkie, noticing the wrapper was peeling off and finished the job.

Sure enough, the wrapper was fake.

And Pinkie Pie had actually been drinking a Fruit Punch flavored Nitro-Cola!*****

Seeing the now shuddering, vibrating, and bouncing Pinkie Pie, Sunset could only say one thing. "FLASH, YOU FOOL! WHAT'VE YOU DONE!???!!!!"

"Okay, maybe getting Pinkie an energy drink was a bit much," Flash admitted.

A very tired and exhausted Sunset Shimmer looked at him. "A bit much? She was bouncing off the walls like a Looney Tunes character. I had to spend my whole lunch period trying to stop her from getting out into the rest of the school. You're lucky Applejack had some rope in her backpack."

"Okay, okay. Maybe I was out of line." He laughed and added "But hey, it was funny."

She tried to glare, but couldn't and ended up laughing. "She managed to sing every Post Crush song she could think of before she crashed. She's currently snoozing away in study hall."

He nodded. "See? All is well."

Sunset shrugged. "Yeah, I guess." She then fixed him with a serious look, and said "But know this: The girls and I will get back at you, and ALL of your accomplices. And it will hurt. A lot."

Flash smirked. "Looking forward to it."

Author's Note

*GO FANFIC WRITERS! TO YOUR KEYBOARDS!
I'm looking at you two,Godslittleprincess and Ro994.
Give us a Sci-Flash family fic! Please.

**

***

I am gonna get a lotta mileage out of this one.
****

Show reference FTW!
***** NOW WITH THREE TIMES THE SWEET, SWEET CAFFEINE!!!!!

Not much else to say. I really liked writing this chapter. It was just a lot of fun.

Don't worry, we still have our appointment with Doctor Octopus next chapter. Till then, Equestrian Defender, out! Cya later!

Chapter 17: The Rise Of Kid Arachnid

It had been a little over a week since Flash had begun training Miles. And in that time Miles had proven to be quite the fast learner. In just two days he'd managed to get the hang of using the Web Shooters to fire Web Shots and Web Lines. Once he got the hang of that they moved him to the actual Web-Swinging, starting off with some buildings in Brooklyn that were high enough he could swing off of, but low enough that if he did mess up he wouldn't skid along the ground. Or worse.

He took to it like a fish to water, managing to not touch the ground once ("That one time I ran across the top of the cars does not count! I still didn't touch the street.")

Eventually it came time to move to something... bigger.

-Tuesday May 16th-

"You sure I'm ready for this," Miles asked.

He was currently in his homemade costume with his Web Shooters on, standing next to Spider-Man...

...while standing on one of the eagles of the Empire State Building.

Spider-Man laughed and replied "Oh trust me, you'll get used to making jumps like these."

Peering over the edge, Miles stated "I get that. But still-"

"Miles," Spider-Man said, putting a hand on his shoulder. "Relax, okay? Just remember what I taught you."

"Keep the math flowing in my head, make sure I've got a decent amount of Web Fluid before I start swinging (which I do), double-tap to release otherwise the Web Line'll keep going until I hit the ground."

"And above all else?"

"Don't freak out."

"Good. Follow those and you won't end up as street pizza." Spider-Man turned to the edge, before looking over his shoulder and adding "Try taking a running start. It helps a lot."

And with that he jumped off, and Miles could see him fall down to the halfway point of the building before firing a Web-Line and swinging away. "How does he make it look so easy?"

With a sigh he took a few steps back, before turning around to face the edge. "

And with that he ran, and before he could even think about stopping he leaped over the head of the eagle right into the open air.

Much like the first time he did this (albeit on a MUCH shorter building) the experience was both adrenaline-pumping fun and mind-numbingly terrifying. The wind rushed past him as he fell, the threat of the ground still far away but still close enough to remind him what should happen if he failed and Spider-Man couldn't catch him in time (which was unlikely but still...)

"Alright Miles," he said as he fired a Web-Line and snagged the side of a nearby building. "You got this."

He double-tapped the trigger, cutting the Web-Line while he grabbed hold of it with both hands. As he fell the line went taut, and he found himself swinging. The ground rushed up to meet him, Miles praying that he calculated it right. "You got this. You got this!"

The ground was now close enough that a few more feet and he'd be touching it.

"YOUGOTTHIS!YOUGOTTHIS!YOUGOTTHIS!"

And he did.

He swung back up into the air, his feet not even coming close to the pavement. Releasing the line, he fired another one and continued swinging, letting out a "WOOOOOO-HOOOOOOOO!!!!" of triumph!

Swinging near him, Spider-Man asked "Was I right, or what?"

"Yes you were," Miles replied. "I think I got the hang of this."

He nodded. "Yep. Now you just need a suit."

-Wednesday May 17th-

Miles looked at the machine in front of him; a large tube big enough to fit a person inside with a large touchscreen on the one end. From where Miles was standing at he could see that the top half of the tube was able to open up to reveal whatever was inside of it.* "So, what exactly is this thing?"

Twilight smirked. "Well, originally we thought it was just to repair Flash's suit whenever it got ripped or torn. Or if something happened to damage the tech inside of the suit. And it did. But then Karen showed us what this machine was really for."

The screen lit up and Karen said "Only after Mister Stark put that patch in. Now this machine won't just repair suits, but can also build new suits. And any upgrades or new gadgets that Twilight makes can be included in future ones as long as they're saved in my memory."

"That patch he put in also gave us a few new upgrades to try out," Flash noted, having slipped on his own costume. "Like this little guy."

Then to Miles surprise the emblem on Spider-Man's chest suddenly peeled off and started flying, before unfolding out small metal legs, a camera, and a hovercraft unit on its abdomen. "I call it the Spidey-Drone."

"Now that is cool," Miles admitted. Noticing it flying without Flash using a joystick or anything he asked "Uh, who's driving it?"

"Right now, I am," Karen replied. "But if anyone back at the base wanted to they could take remote control of it with one of the controllers." There was a pause before she said "Like Thorax is now."

All three of them turned to see Thorax looking at his computer, showing a first-person view from the drones camera as he controlled it with...

"Is that a PS4 controller," Twilight asked in disbelief.

Thorax nodded. "Yeah. Tony made the controls so easy a five year old could do it." Looking at the screen he said "Huh, this little guy also comes equipped with a spark blaster. If I wanted to I could taze you guys right now."

Miles smirked, looking at something on his phone. "You mean like this," he asked before tapping something on the screen.

To Thorax's shock he lost control of the drone, which immediately turned around and fired a stream of electricity at him. The result was immediate as he started spasming like a cartoon character while his hair stood on end and started smoking. As he fell to the ground floundering like a fish, Flash looked at Miles and asked "Hacker App?"

"Hacker App." As the Spidey-Drone folded back up and latched back onto Flash's suit, Miles added "Might wanna work on making this thing less hack-able. Last thing we want is someone else getting control of this, especially if they're one of the bad guys."

"Duly noted," Twilight replied. "Working on a Mark II as we speak. Anyway, there's plenty of other options on the screen."

Looking at the options Miles read aloud "Okay, we got the basics like Advanced Recon Mode with x-ray, thermal and enhanced audio/video capture. That's definitely one I want." He checked the box. "Let's see, Cloaking Field would be redundant with my powers. EMP?"

"It means Electro-Magnetic Pulse," Karen stated.

"I know that. What sci-fi nerd doesn't know what that is," Miles replied. "And considering how many tech-based supervillains that are out there, that might come in handy. It's not gonna fry anything we have, is it?"

"Nope," Flash replied. "But it's a one-shot and then you need to replace it out of your suit with a new one. It's why I don't have one in mine."

"Still, I'll give it a shot." After checking that box he said "I think I'll let you have the Spidey-Drone. Web-Shooter Add-Ons?"

"Y-you'll d-d-definitely w-want those-e-e," Thorax said, shaking getting back up into his chair and having a momentary stutter from the electricity. "The Impact Webs and Electric Webs have come in handy. Just ask Flash."

Miles looked to Flash, who nodded. So Miles checked the box. He then asked "You feeling okay, Thorax?"

"You know I'm gonna get you back for this, right?"

"I regret nothing," he replied as he looked over the screen again. "Okay, that's good." Seeing the next one he asked "Wingsuit function?"

"I asked for that to replace the Emergency Parachute," Flash explained. "While the parachute did save my ass, it was also kinda slow and made me a big target for Vulture. Plus it's only good for one use. This is reusable and a lot faster."

Miles chuckled. "Yeah. My Uncle Aaron showed me how to use one a long time ago when he took me skydiving. It was pretty fun." He checked that box and said "That's everything. Now do I need to put in my measurements or-?"

"No need," Karen replied. "The suits are made out of auto-adjusting nanofiber-mesh weave. Once you put them on, just tap the emblem and it'll conform to your body like a second skin."**

"Sweet. You already got my design in?"

"Yes. Do you want to make any changes?"

"Nope," Miles stated as he hit the Begin Suit Construction prompt on the screen.

As the machine began humming, Karen stated "I estimate that your suit should be finished in roughly three hours."

"In the meantime," Flash said "let's all see where we're at on the Cinch situation."

Thorax nodded, pulling up all the info they'd gathered on Cinch and spreading it among the two computers. "Okay, so thanks to that Spider-Tracer you put on her car back in April, we've figured out the majority of her daily routine."

He pulled up a list, which read:

-5:30 AM: Leave for Crystal Prep

-6:00 AM: Arrive at Crystal Prep

-4:30 PM: Leave Crystal Prep

-5:00 PM: Arrive Back Home

"Wait, that's it," Miles asked. "That's her daily routine."

Flash nodded. "Yeah. Aside from the occasional stop at a grocery store on Saturday or Sunday, she rarely deviates from that schedule."

"But what would she be doing at the school on the weekends? I get that she might have the occasional meeting, but I doubt the school board would want to talk to her on every single weekend. Hell, if what Twilight's told us is true, I doubt they'd want to speak to her more than once a month."

"That's being too generous," Twilight replied. "Cinch spends most of her time locked up in her office. The only time she ever talks to the students is if she's telling them they're not meeting her standards. And aside from budget meetings the only teacher she has regular contact with is Cadance, and that's only because Cinch is either stopping her from punishing someone who's on one of the sports teams, or because Cadance is one of the teachers who helps with the Friendship Games. And if the things Cadance says about her are any indication, she's a terrible example of a human being."

"Which is about as close to swearing as she can possibly get without actually swearing," Thorax stated mockingly, only to get beaned in the head with a 10mm wrench a la Twilight's throwing arm. "OW!" Glaring at Twilight as he rubbed his sore head and asked "Are you sure your name isn't Winry Rockbell?"

"Do I have blond hair and do I design mechanical limbs?"

"No," Thorax quietly replied, hiding behind his chair.

Miles chuckled and said "I honestly can't imagine you as a blonde, Twi. Though I can imagine you making Auto-Mail."

She rolled her eyes. "Sorry, but Flash is the one who wants to work on building mechanical prosthetic limbs in the future."

"Back on topic, please." Everyone turned to Flash and he continued "This is Cinch's whole schedule, and like Thorax said she never really deviates from it. So, how the hell is she doing all her evil villain stuff while still keeping to this schedule?"

"Toomes did say she wore some of, and I quote 'Knock-off Iron Man armor,' Thorax said, looking over the notes. "So, maybe she uses that to fly to her HQ."

"But when would she be able to do that," Twilight asked. "She rarely leaves her office and the few times someone goes or is sent in there, she's there. Not only that, but you got CCTV footage on both her apartment and the school. We never see her flying out of it. And I seriously doubt she can be in two places at once."

Miles was looking over some of the notes and narrowed his eyes at something. "Hey, you guys said she replaced Gargan and the other two with robots that looked and acted just like them, right?"

Flash nodded. "Yeah. The prison guards were totally fooled, because they acted just like those goons down to a 'T'." His eyes widened as realization came over him. "And now it makes sense."

"Cinch swapped herself with a robot duplicate so she can keep working on her machine while still seeming to be an ordinary high school principal." Whistling, Miles said "Credit where credit's due, she's definitely thought these things through."

"It would probably explain why she hasn't been to the doctor's office since March," Thorax stated while looking over Cinch's medical records. "Either that or she's got an immune system blessed by the Gods themselves."

"Maybe she's actually a vampire," Twilight muttered, only to see all three boys look at her. "What? Her skin's paler than the moon, she keeps the blinds down in her office and rarely goes out in the sun. The only thing we're unsure of is if she drinks blood. And no Thorax, being able to suck the life out of the students does not count."

"Damn it! I was hoping to make a joke out of that."

"Joking aside, we don't know for sure if that's the case. Much like everything else, we need more evidence."

Flash nodded. "Thorax, have the towers scan Cinch, her apartment, and Crystal Prep. Look for odd energy emissions, unusual power usage, anything that might clue us in on anything suspicious."

"I can understand that for wanting to find if Cinch swaps out with her robot self at the school. But the other stuff..." His eyes widened. "You don't really think Cinch would have her HQ under CPA, do you?"

"It would be the last place the cops would think to look," Miles admitted. "They tend to go for the bad guy's place of residence or any places they frequently go to. Nobody thinks any villain or criminal would work on some machine underneath a school filled with a bunch of kids or teens. Especially if it has a possibility to explode."

"Even if it isn't the HQ it could possibly be where she stashes the armor, since I doubt she's going to be flying her armor out of her apartment on the East Side," Flash replied. Looking at Twilight he asked "Did you get a lead on the guy who helped make Scorpion's armor?"

She nodded happily. "Yep. Karen?"

A few pictures appeared on the screen, and Karen explained "We started out with roughly 100 scientists who have worked or talked about similar work to this device. We narrowed down the list by experience, quality of work, weeded out the obvious ones who have passed away, and were left with one man." A picture of a portly man with short brown hair and brown eyes wearing glasses appeared on the screen. "Meet Doctor Otto Octavius."

Flash looked over the info on the screen. "Multiple PhDs in Engineering, Neuroscience, Chemistry, et cetera. Wrote multiple research papers on neuroprosthetics." His eyes narrowed at the next few lines. "Former employee at OsCorp, left the company to start his own called Octavius Industries. Not doing so well due to some very stiff competition from his former company." Looking over a few more of the files he said "He's definitely smart enough to build something like this. Any connections to Cinch?"

"Just one." She motioned to Thorax to proceed. Which he did, pulling up some files as Twilight continued "According to her records Cinch was studying Energy and Engineering with a minor in Teaching at ESU, roughly the same time that Octavius was studying there too."

"Okay. Bit of a loose lead," Flash replied.

"Admittedly. At first. But then Karen dug deeper. And she found something in OsCorp's files. Apparently, Octavius was lab partners and eventually business partners with a man named Norman Osborn. These two would eventually found the company that we all know and... well, not quite love but..."

"We get it. He helped found OsCorp," Thorax finished. "So, they're old business partners and helped found Oscorp before Octavius decided to go solo. What does that have to do with Cinch?"

"Well it has to do with Octavius and Norman. Apparently they had disagreements for where to take the business; Octavius wanted to focus on Robotics and Machinery while Norman wanted to go with Genetic Engineering. Eventually Octavius took a settlement and left the company to make his own, with Osborn taking the company to new heights while Octavius is stuck trying to compete with him."

Thorax whistled. "And judging by a lot of what I'm seeing, OsCorp ain't holding back in trying to run this guy underground. And here I thought the whole Konami vs Hideo Kojima debacle was nasty."***

"Yeah, no doubt about that. At least OsCorp doesn't make pachinko machines,***" Miles replied.

The pieces were starting to fall together. "So, assuming that back in college Cinch and Octavius were friends-"

Twilight burst out laughing, finding it hard to breath for a few minutes, before wiping a tear from her eye. "Sorry, that was just funny."

Flash rolled his eyes. "Okay, let me rephrase that. Assuming she and Octavius were something resembling friends, she needs help with her tech and hears about Octavius getting blacklisted by OsCorp. Seeing as how she was paying Vulture and Tinkerer roughly a quarter to half a million dollars for their tech thefts, it's safe to assume she's got money to burn. So she hires him."

"Which I'm still wondering where she's getting that money from," Thorax stated. "Miles and I have been checking her financial records. She's not a millionaire, she never had a relative die who was a millionaire, and her bank account is right where it should be for someone in her position. Nowhere near enough money in there to pay Vulture and Tinkerer. Where the hell is she getting those millions?"

"And I seriously doubt she's paying them in Monopoly money," Miles added.

"Dude, I was joking when I said that."

"Guys, focus on how she's paying these guys later. Let's focus on Otto Octavius for now."

Thorax nodded and said "Okay. Well according to this Octavius hasn't been seen at his workplace for the past two weeks. And if the Doctor Connors/Lizard situation taught us anything, that's usually a sign that something's up."

"Or at least something to be suspicious about," Flash replied. Checking his phone, he said "Oh crap, I'm gonna be late."

"Late for what," Twilight asked.

"Well, Tony's in town and he needed to talk to me about something at Avengers Tower," he replied, pulling on his mask and walking into the elevator. "And the talk was scheduled for ten minutes from now."

"You think you're gonna make it there in time," Miles asked.

Before the elevator door closed he said "I'm gonna try."

Once he was gone Thorax said "He'll make it. He'll probably five or ten minutes late, but he'll make it."

"In the meantime, do you guys think Octavius might've left something at the workshop that can link us to Cinch or whatever she's working on," Miles asked.

"Possibly," Twilight admitted. "But his workplace is locked via I.D. Card."

"Any other security systems?"

"Eh, alarms on the windows from what I can see," Thorax replied. "Why?"

"You're not planning on investigating by yourself, are you," Twilight asked.

"It's not like I'm gonna be fighting a supervillain. I'm just going to sneak into some laboratory and do some detective work. I'll be fine."

Twilight sighed, knowing that there was probably no way she was gonna be able to talk him out of it. "Just ask Flash first, okay?"

Stuffing the mask into his pocket, Flash in his civilian clothes held the phone up to his ear. "Honestly I don't think it's a bad idea. Just wait until your suit's finished first, alright?"

"Yes sir."

"And if anything goes south, let me know immediately. I'll try and get to you ASAP."

"Can do," Miles replied.

He hung up and walked through the door of Avengers Tower, seeing Happy waiting for him at the front desk. "You're late."

"Sorry, working a case and helping my apprentice," he replied, following Happy to the elevator.

"I've heard," Happy asked, keying in the security code for the upper levels. "Are his powers legit or tech based?"

"Legit, man. We tested his DNA and sent the results to Ton-" Seeing the disapproving look Happy's face he quickly changed it to "Mister Stark. His powers are indeed genetic." As the elevator Dinged! Flash walked out and said "Thank you, Happy."

"Don't thank me yet. I'm coming in too."

As they walked in they saw Tony Stark standing at the bar pouring himself a drink while looking at a holographic screen. Said screen was showing Spider-Man's fights against the last few villains that Cinch made, as well as the Lizard. Seeing Flash walk in he said "You've been busy."

Flash nodded. "Yeah. Bishop's not making it easy for me."

"The little tidbits you sent me told me that much," he replied, taking a sip of his drink. Seeing Happy he said "Feel free to get a drink, Happy. You look like you need it."

"Appreciate it, Mister Stark," Happy replied, proceeding to pour himself a glass of whiskey.

"Is that the reason you're here," Flash asked

Tony nodded. "Well, sort of. I do have some information on Cinch that I think you'll find interesting." Closing the screens he added "But I also wanted to see how you were doing. Plus, I heard you were taking on your own apprentice and was curious about his story."

"Well I already told you and Happy that his powers are eerily similar to mine, minus the fact that he has Adaptive Camouflage and possibly some other powers I don't have." Flash frowned. "Which, kinda makes me wonder what the hell Oscorp was planning on doing with those Cross-Species Spiders."

"Considering Oscorp's focus on military tech and Osborn's own skeletons in his closet, probably nothing good," Tony replied. "But hopefully nothing illegal or malicious."

"Amen. Anyway, Miles is actually gonna be on his first mission in the field once his suit's finished. We've got a lead on someone who we think's been helping Cinch create those new supervillains. You ever heard of a scientist named Otto Octavius?"

Happy, who had been taking a drink of his whiskey, immediately did a spit-take. Once he apologized he looked at Flash and asked "Otto Octavius? That asshole?"

Looking between him and Tony (who's face pretty much said he agreed with Happy's statement) Flash asked "I take it you guys have some history with the guy?"

"Not so much history. Honestly I've never even talked to the guy outside of asking him if he knew where the bathroom was. It's more like he's an arrogant jerkass and we really don't like him," Tony replied.

"Arrogant jerkass is putting it nicely," Happy said cleaning up his spit-take. "Tony got invited to this science conference over in Switzerland. Scientists were unveiling their ideas for what they hoped would be the latest in medical technology. Everything from bionic arms to cancer-killing nanobots. Otto happened to be there too."

"Was this before or after he got booted out of OsCorp?"

"Shortly after," Tony replied. "Anyhow Octavius did a live demo of a prototype prosthesis he designed; a harness with a set of four very versatile metallic arms attached to a backpack, with a neural-link directly into his brain."

"Which I'm guessing was probably a prototype of the one I took off the suit Gargan was wearing."

"More than likely. Anyway, he arrogantly proclaimed that his harness would be the future, able to 'unlock the full potential of the human mind' and 'not let it be hindered by the limits of the body' and a whole bunch of crap like that." Tony snorted. "And people think I have a big ego."

Flash wisely didn't comment. "Let me guess; something went horribly wrong?"

"His fancy backpack started sparking and his arms started going crazy. Caused a lot of damage and scared a lot of people," Happy interjected. "Then it lit up like the Fourth of July and the guy ended up getting covered in fire suppressing foam. The guy acted like such a big shot, and ended up getting humiliated on the front pages of newspapers all over Europe. Didn't he get some humiliating nickname out of it?"

Tony nodded. "Yeah. Doctor Octopus." He sipped his drink and continued "Nobody really took him seriously after that. Especially after Osborn started doing his best to blacklist him. Nowadays I heard he's barely staying afloat by getting grant money from the city."

"He'd probably have better luck if he actually followed safety protocols." Seeing their surprised looks he explained "Thorax pulled up some of his records. Dude's had like ten fires in his lab in the past month alone. Doesn't exactly inspire confidence now, does it?"

Tony was about to reply, only to be cut off by Flash's phone ringing. "It's Twilight. Excuse me for a moment."

Stepping into the nearby hallway, he answered his phone. "What's up?"

"Are you watching the news right now?"

"No. Why?"

"Put it on now. Trust me."

Flash did so (quickly giving Tony and Happy a finger to tell them to be quiet,) and flipped on the TV.

They were immediately treated to a live newscast of someone in a black Spider-Man costume with red webs ("That's Miles.") fighting against-

"Is THAT a giant robot," Happy asked incredulously.

It was. The robot's primary body was a large sphere big enough for a person to stand inside, with four large metal tentacles that each ended in four part pincers. On the front of it was a purple lens that followed Miles around, leading Flash to guess it was the robot's eyes. A panel opened up on top of it, revealing a large minigun which began to unleash a rapid stream of bullets at Miles, who quickly and nimbly dodged while making sure to keep its fire focused away from the people on the street.

Finding his voice, Flash asked "Twilight. Why is Miles currently engaged in a death match with a giant robot?"

There was a nervous chuckle on the other end, before Twilight replied "Well, it's kind of a funny story. You see..."

Thirty Minutes Earlier...

Karen had managed to get the suit done a little early, and Miles was all too eager to put it on.

The suit in its base form was lose and would appear to be a bit big for him. But once he got it on he tapped the emblem on his chest, and sure enough the suit shrunk and clung to his form like a second skin, but was loose enough that he could still move freely. The Web Shooters were in their usual place on his wrists, with several spare cartridges of Web Fluid in the suit's belt. Once he got the mask on the HUD lit up, and he quickly ran a diagnostics check. "Okay, everything in my suit is good to go." Looking at Thorax and Twilight he said "You guys got the address for Octavius's workplace, right?"

"Already got it sent to your HUD. I'm working on getting security camera footage, but from what I'm seeing from the outside there's nobody there," Thorax replied.

"Be careful out there, Miles," Twilight stressed.

Rolling his eyes behind his mask, Miles' responded with "Relax, Twilight. I'm just sneaking into some guys lab to look for intel. It's not like I'm storming the Big Bad's heavily fortified castle full of soldiers by myself to save the fair princess."

"Only to find out that the princess is in another castle,****" Thorax added, with a smile.

Twilight snorted and muttered "And the girls at school think I'm a nerd. Still, just try not to get into too much trouble."

"I'll be fine, Twi." Stepping into the elevator, he said "Well, here we go."

A few minutes later he was out on the surface and swinging towards the building Octavius was set up at, an old warehouse on the docks of the Financial District. Landing on a lamppost outside of it, he looked around and noticed a few cameras on the wall, several of which were watching the doors and windows. Fortunately, he wasn't using either of those. "Thorax, any cameras on the roof?"

"Nope," was his immediate reply over the earpiece. "Roof is clear. And according to the building schematic, there's an air vent that will lead you right into the building."

"I'm starting to notice that about a lot of these buildings."

A quick Web-Zip and he was on the roof, finding the vent and lifting up the cover so he could slip inside. Carefully crawling down to the bottom and coming out of the ceiling. He carefully opened the grate, carefully lowering it down with a Web-Line to the ground. After that he lowered himself down on a Web-Line into the building, having to use the Night Vision function on his lenses to see in the dark room.

Octavius's workshop wasn't completely cluttered, but it wasn't entirely neat. Power cables were strewn haphazardly around the floor space, several machines had panels torn off and wires exposed, against the far wall there were a few banks of servers, with a tangle of wires connecting them to a few computers on the table. There were scorch marks on several parts of the walls, floor, and ceiling, obvious evidence of the ten fires that had occurred from Octavius's rather lax security protocols.

"Jeez, this place looks like a fire hazard waiting to happen," he muttered, keeping his voice down in case Octavius had audio sensors somewhere.

"Already happened ten times," Twilight replied.

"Looks like the power's still on," Thorax stated. "I'd start with the computer in his office. Plug into it and I'll work my magic."

Finding the office he tried the door, only to find it wouldn't open. Looking near the handle he noticed an electronic lock. "Wow. He definitely doesn't want people in his office."

"No kidding," Thorax replied. "Problem is I can't hack it from here. It's not hooked up to the internet or anything."

"Lucky for us, I brought my phone," Miles said, fishing it out of his suit's belt. Activating the Hacker App, he lined the camera up with the E-Lock. "Let's see what we got."

"You never did tell us how that App of yours worked," Twilight said, now interested.

"Well it's pretty simple," Miles replied, following the onscreen prompts. "The app scans devices like cameras, drones, even other people's phones. Once it does that it looks for a wireless signal like Wi-Fi or Blu-Tooth, and it tricks the security into thinking that my app is the key to unlock it. Once that's taken care of, I can basically make the device do whatever I want. Set off car alarms, make camera drones not see me, disable security cameras, all sorts of things."

"Like shooting me with a drone's Spark Blaster," Thorax grumbled.

"I'm not apologizing." Activating the final prompt, the lock flashed a green light and the door unlocked. "And we're in."

In contrast to the workshop area the office actually looked somewhat presentable. Loose paper was stacked nice and orderly, the desk was free of clutter and mess, even the floor looked like it had just been vacuumed.

Plugging the AUX cord from his web shooter into the computer, the computer lit up and read ACCESS DENIED. In his earpiece he heard Thorax reply "Wanna bet?"

And sure enough, five seconds later it changed to ACCESS GRANTED. "Wow," Miles remarked. "You're good."

"Thanks." He then heard a sigh and Thorax continued "But it's a dead end. Looks like Otto figured if this deal with Cinch went south the cops would probably go for his computer. The whole thing's clean save for some blueprints."

"Well, those might come in handy so you might wanna keep those." Once he unplugged from the computer, he looked around the room. He couldn't shake the feeling that something felt... off. He then saw a white board on wheels against the one wall, and noticed that a paper hanging from the bottom was fluttering in the wind.

The problem was, there weren't any windows open.

Carefully moving the whiteboard out of the way, he saw an open door that led into another room. "I don't think this was on the building schematic."

"Well if he's hiding it behind a whiteboard then obviously there must be something in there he doesn't want people to see," Twilight stated.

"Which means I'm checking it out," he replied as he walked into the room.

The room was mostly bare, save for a cork-board on the back wall. The board was covered almost completely with pictures and news articles featuring Norman Osborn, along with hastily scrawled words in marker such as "LIAR!" and "THIEF!" and "HE WILL PAY!"

"Octavius definitely has a raging hate-boner for Osborn," Miles muttered.

"Clearly," Thorax replied. "I'm starting to think whatever Bishop was paying him is going into some revenge scheme against Osborn."

"Yeah, no kidding." Looking over the board Miles said "I'm seeing a hand-drawn schematic of OsCorp HQ, with circles on access points, exterior defenses, all sorts of other stuff. You guys are recording this, right?"

"Ever since you got into the building," Twilight replied. "Hey, that piece of paper in the bottom left corner looks fresh."

Pulling it off the cork-board, Miles noted "It's a flyer for the Oscorp Charity Gala. How much you wanna bet that this is where he's gonna go after Osborn?"

A voice that wasn't Thorax or Twilight replied "Brilliant deduction, Holmes."

Miles whirled around, seeing no one behind him. But then he noticed the computer screen in the office had lit up, as well as a little red light on the little webcam mounted on top of it. "Oh, boy." Changing to a whisper as he walked towards it he said "Guys. I think Otto's got digital eyes on me."

There was the sound of rapid keystrokes and Thorax whispered back "Keep him talking and I might be able to trace this guy."

Miles didn't reply, instead looking right at the webcam and asked "Doctor Otto Octavius, I presume?"

"You presume correct... I'm sorry, I don't think we've met. And I know for a fact you aren't Spider-Man."

"It's Kid Arachnid," he replied, having come up with the name a few days ago. "And I see you've been busy. Trying to build your business, vowing revenge against Oscorp..." Glaring at the camera he added "Working with a certain Abacus Cinch."

"I'm not sure who you're talking about."

"Maybe I should try her other name. Bishop?"

There was a pause before Octavius replied "Boy, if I were you I'd stop while you were ahead. Crossing that woman could very well be the last thing you ever do."

"A little more time, Kid Arachnid," Thorax stated. "Keep him talking."

"Well, I'm not you," Miles replied. "And Spider-Man and I aren't gonna stop looking. Not until you and Bishop are behind bars."

Octavius scoffed on the other end. "You have no idea who you're dealing with. You're- Huh?" He laughed and said "Very clever. Keeping me talking while you try to trace this call. It almost worked. Almost."

With that the call went dead, and Kid Arachnid heard a cacophony of curses from Thorax. "Guessing you didn't finish the trace?"

Thorax sighed. "No, I didn't. This bozo's a slippery bastard, I'll give him that."

"Good news is we at least know that Octavius is planning on making a move on Osborn during the Oscorp Charity Gala," Miles stated. "So there's-"

At that moment, his Spider-Sense went off like crazy. He immediately Web-Zipped out of the way...

...just as something large and metal smashed through the concrete floor where he had been standing earlier. Turning around to face it, Kid Arachnid saw a metal tentacle ending in four pronged claws rising out of the concrete. It then promptly anchored itself to the floor, before more of the concrete was ripped up as the rest of the robot appeared, fixing it's singular purple optic lens on him.

His reaction to this was a simple, deadpanned "Oh, you've gotta be kidding me."

Present Time...

"...and that's what happened," Twilight finished.

"Tell Miles I'm on my way." Flash sighed as he hung up, before removing his civilian clothes to reveal his suit, pulling the mask out of his coat pocket and slipping it on. Aloud he asked "Is it wrong that part of me kinda figured something like this was gonna happen?"

"Hey, we're superheroes kid," Tony replied. "We're pretty much magnets for stuff like this."

"True," Flash replied as he walked out onto the balcony, balancing on the railing. "I'll be back for the intel, and my clothes, once I'm done helping Miles with that bot. See ya!"

As he swung away, Tony sighed. Happy noticed this and asked "Missing the glory days?"

"I have no idea what you're talking about."

Happy rolled his eyes, clearly not believing him.

Normally Miles Morales, or Kid Arachnid in this case, really liked robots. You know, when they weren't murder machines like the real-life Ultron, the fictional Terminator...

...or the third cousin twice removed of the squid-bots from the Matrix, like this thing.

Sadly, this was the case with the Octo-Bot ("You really need to stop coming up with names for these things, Thorax.") that was currently spewing bullets at him from its minigun like there was no tomorrow. "Guys, please tell me one of those blueprints we downloaded was of this thing."

"We're looking as fast as we can, Miles," Twilight replied. "In the meantime, see if you can disable that gun before it shoots someone."

"Easier said than done, Twi."

He wasn't kidding. The Octo-Bot's reaction time was impressive, having surprisingly quick reflexes belying its large size and rather... cumbersome body type. Whenever he tried to get close to punch it, one of its forward arms would whip around and slap him away. One almost grabbed him in its claws, but he managed to dodge in time. And then it pulled out the minigun and started trying to shoot him, leading to this current situation.

"Okay Kid, think," he muttered to himself. "It's gotta have a weak-spot."

At that moment Karen asked "Might I recommend you try firing an Electric Web into its ENORMOUS FRICKING EYE?!"

Kid Arachnid nearly face-palmed and said "Thank you, Karen."

He quickly took her advice and fired an Electric Web at the purple eye. It struck home and as the electricity surged through its body, Kid Arachnid took advantage of it's new stunned state to Web-Zip onto the robot's top and grab a hold of the minigun. With a minor application of his super strength he tore the minigun free (thankful that the power surge had made it stop firing) and tossed it away. Looking down Kid Arachnid noticed the inner workings of the machine, as well as a big enough space that he could probably slip into.

Sadly that moment cost him as the Octo-Bot managed to recover from the fading power surge and grabbed him in its claws. It lifted him up in the air by his chest, and the claw began compressing. Kid struggled, trying desperately to find some sort of weak-point in the arm or claw that would get it to let him go. Preferably before said claw broke his ribs.

Fortunately for him salvation came in the form of two shots of Electric Webs hitting the arm and sending another power surge through it, which in turn made the claw release him.

Landing on the ground he looked up, seeing Spider-Man swinging down and landing next to him. "So, interesting first day on the job?"

He rolled his eyes behind his mask. "You could say that. Anyway, I have an idea on how to- DUCK!"

Fortunately, both of their Spider-Senses went off and warned them of the oncoming danger.

Unfortunately, Spider-Man was just the slightest bit slower in getting down. So he was grabbed by the tentacle, and then slammed into the ground. Hard.

Seeing this happen Kid Arachnid tried to help, but was promptly slapped aside by the robot's other tentacle and knocked into a building. As he got back to his feet he saw the robot still holding Spider-Man down, its back turned to him. Deciding to play it safe he activated his Adaptive Camouflage and web-zipped onto the top of the robot, intent on enacting his plan to bring the robot down.

But he stopped when he heard a SHINK! sound, and saw a three foot long metal spike slide out of the claw on its free tentacle, no doubt intent on impaling the friendly neighborhood Spider-Man. "Oh, NO YOU DON'T!"

Without even thinking, Kid Arachnid grabbed onto the tentacle while keeping his feet stuck to the robot's body, the spike stopping in midair less than a foot away from Spider-Man's forehead. He struggled against the robot's strength, just barely managing to keep the arm from driving the spike down and turning Spider-Man's head into a kebab. As his emotions started to rise, he didn't notice his camouflage disappearing as he growled "I am not... going to let some stupid robot... KILL MY FRIEND!!!!"

And to the surprise of everyone watching, Kid Arachnid's body suddenly began to light up with a red glow, with multiple red sparks arcing off of his body like red lightning. The same red lightning surge through the robot, only this seemed to make it surge and act wildly far worse than the Electric Web shots ever had.

From his position, Spider-Man asked "Guys, did Miles drink too much Nitro-Cola again?"

"His cells are discharging some sort of bio-electricity," Twilight exclaimed. "It's not hurting him, but it's definitely hurting the robot."

He was about to reply when Kid Arachnid suddenly tore the robot's tentacle off from where he grabbed it (effectively snapping it in half) before swinging around to the front of the robot and stabbing it right in its robotic eye in a beautiful shower of sparks and grinding machinery. "Wow. I never felt a stranger mixture of pride, and mortal terror."

"Amen dude," Thorax replied. "Is it weird that I feel bad for the robot?"

Landing next to him, no longer with his red glow, Kid Arachnid helped him up and asked "You alright?"

He nodded. "Yeah. What about you?"

"A little tired," he replied. "Like I just came off of a sugar rush. But on the plus side, the robot's down an arm and is now blind."

Seeing the Octo-Bot thrash around blindly, Spider-Man stated "Then let's finish the job."

"Yeah. I got a plan," Kid Arachnid said, switching his one Web Shooter to Impact Webs. "Go for the feet and give me a clear shot at its top."

Noticing the hole in the top, he nodded. "Make it count."

They both zipped to the bot, Spider-Man gluing one of the Octo-Bot's arms to the street while Kid Arachnid nailed another. The Octo-Bot attempted to tear the webbing off, but Spider-Man webbed it and the half an arm with three well placed Impact Webs. As it struggled to free itself, Kid Arachnid zipped to the top and slipped in through the hole-

-right into the robot's inner workings. "Karen, how do I use the EMP?"

"Just tap your emblem," she replied "and watch the magic happen."

He did so, and his suit briefly glowed blue before unleashing a wave of blue electromagnetic energy. As it traveled throughout the robot, everything shut down like somebody had hit the robot's off switch.

On the outside Spider-Man saw a blue glow from within the robot, before it simply fell over and didn't get back up. Web-zipping onto it, he looked down into the hole and saw Kid Arachnid tearing out a lot of the wires and components, even stomping on some of them. "A bit overkill, don't you think," he asked.

"Just wanna make sure," Kid replied, tearing out another bundle of wires.. "Just in case this thing has a backup system or something that's EMP proof."

"Well, I think you're good. So you can come out now."

He promptly did so, crawling out of the hole and eventually standing on top of the robot. "Whew. Glad that's over."

And then he noticed the people on the street, all of whom were looking at the two of them and pulling out their phones and taking pictures or video. "Bet you most of them are focused on you," Spider-Man joked.

"Yeah. But they'll probably just call me Black Spider-Man or Mini-Spider," he grumbled.

To his surprise, Spider-Man pulled out two Post-It notes and a marker. "Let's fix that."

"There's two of them?"

The question came from Officer Jefferson Davis, who was overseeing Damage Control as they started loading up the giant robot that had been reportedly taken down by, if eyewitness accounts were to be believed, Spider-Man and someone wearing a black and red Spider-Man costume.

"Hey Officer," one of the Damage Control workers said. "I think you might want these."

He then handed him two Post-It notes. The first one read:

Courtesy, your Friendly Neighborhood Spider-Man.

The second one, written in a red marker, read:

And his partner, the equally Friendly Neighborhood Kid Arachnid.

Jefferson couldn't help but laugh at that. "Something funny, Jeff?"

Turning around he saw Shining Armor, surveying some of the damage courtesy of the robot. "Just this," Jefferson replied, handing him the notes, smirking as he saw the Lieutenant's eyes widen. "Yeah, that was what I was thinking."

Shining sighed, a small smile on his face. "Honestly I didn't think this month could have anymore surprises for me. First I find out I'm going to be a father, now I find out there's another Spider-Man. Next thing you know I suppose my sister's principal is going to be some sort of supervillain."

He didn't know it yet, but he was going to regret saying that by the end of May.

Author's Note

*This will become important later on in this universe.
**This is mostly conjecture on my part, seeing as how we did see the suit in Spider-Man: Homecoming was originally loose before Peter tapped the emblem and it suddenly conformed to his body. Spandex doesn't work like that.
***If you guys are wondering what he's talking about:

****It's a-me! A Mario reference!

Okay. It is currently 1:47 AM on October 31st on my phone. I am only saying that in case this website or my computer says this was published on a different date. BTW, Happy Halloween! Or Nightmare Night, to my friends in Equestria!

So, I know I said in the Omake that this chapter was supposed to have the fight against Doc Ock. But I had just finished typing out the sequence were Miles was web-swinging off the Empire State Building and decided to change it.

Anyway, this chapter is basically Miles fully becoming Kid Arachnid and facing his first major challenge as a superhero. Hopefully I did it right. And he also awakens his Venom Blast, which I'll go into more detail on how he unlocked it next chapter.

And don't worry guys. No more delays. No more pushing it back. Next chapter, we have our appointment with Doctor Octopus. Hope you guys are ready for it.

That's all folks! Equestrian Defender, out!

EDIT: Sweet Celestia! This story's just passed the 100,000 word mark!

A Farewell Note

Author's Note

If you guys haven't read it yet, click the link below.
https://www.fimfiction.net/blog/890811/equestria-girls-spider-man-to-be-rebooted
Thank you for following or favoriting this story. I hope what's to come will be even better than before.

Chapter 1: There Goes the Neighborhood Part 1

-New York City: Two weeks after Captain America: Civil War and a few months before Friendship Games.-

New York City had seen it's fair share of the weird, the incredible, and the fantastic. From aliens tearing open a portal in the sky and raining lasers down upon innocent people, to giant humanoid robots hunting mutants (Who's stupid idea was that, anyway?) to a masked madman from Latveria trying to take over the world.

But today on the first day of Spring, everything seemed normal...

Wee-woo-wee-wooooo!!!! Ratatatatata!!!

...if you didn't count the police sirens and sounds of machine guns being fired.

The reason for these sounds was evident; at least three men wearing ski-masks and black military garb were shooting what looked like AK-47s at two police cars from the opened back door of an armored bank truck. Another man wearing the same gear was in the driver's seat, driving the truck like he stole it.

Oh wait, he did.

One of the policemen, a man with two different tones of blue hair and light blue eyes, grabbed the radio and said "This is Police Lieutenant Shining Armor. We're in pursuit of armed hostiles who've hijacked a bank truck. Suspects are armed- HOLY!"

He immediately swerved out of the way, and just in time. One of the criminals had pulled out a grenade launcher and fired off a grenade at the pursuing cars. It narrowly missed them, but the explosion still rattled the cruiser. Grumbling, Shining grabbed the radio again and finished "Make that heavily armed and dangerous. We need backup and fast!"

Unbeknownst to the good Officer, their backup was already on its way.

A line of thick webbing suddenly attached itself to the grenade launcher, before being forcefully yanked out of his hands. The thug looked and saw the familiar red and blue superhero swinging in pursuit of the truck. He quickly shot out a web line and zipped towards the truck, before flipping and landing gracefully on the roof.

One of the men yelled "SHIT! It's Spider-man!"

Spider-man poked his head over and replied "Yeah. The costume kinda gives it away."

He quickly fired three web lines at each thug, and then jumped up over a nearby lamp post. The result was the web lines sticking to the post, and the three men being yanked out of the truck, dropping their guns, and hanging like a set of Christmas ornaments. "Hate to leave you guys hanging" Spider-man called. "But I gotta go get your pal in the truck."

As he swung off, he saw that the truck was heading towards a busy intersection. And his Spidey-sense was telling him that a school bus full of students was fast approaching. At the rate both were going, the bank truck would ram right into the side of the bus. He seriously doubted the driver would care about the innocent people he could potentially kill in that crash. "Time to put the E-Break on this."

Spider-man landed on the hood of the truck. He looked at the driver and yelled "Hey Speed Racer! Pull over!"

The man's response was to flip him the bird.

Glaring beneath the mask, Spider-man replied "Have it your way" before back-flipping in front of the truck, shooting out two much thicker strands of webbing at the pavement as he did so. He then braced his feet against the grill of the truck, his super-strength bringing the truck to a screeching halt and the driver face-first into the window. The truck came to a stop only a few feet from the intersection, Spider-man breathing a sigh of relief as the school bus rolled on past.

As the driver staggered out of the truck, slightly disoriented from his collision with the windshield, Spider-man appeared a few feet in front of him. "You know, that probably wouldn't have happened if you wore your seat-belt" he mocked.

The man pulled out his pistol, only for it to be immediately yanked out of his hand by a web line. He then pulled out a knife, but that was immediately yanked out as well. "Really" Spider-man asked.

The man then lunged at him, but with his enhanced reflexes the thug may as well have been moving in slow-motion. Spider-man nailed the thug with a right cross, followed by a kick to his midsection. The thug threw another punch at him, but Spider-man nimbly jumped onto the man's chest and kicked off of it like a springboard, launching the man into the side of the truck. He then fire multiple web shots onto the man, sticking him to it like a car decal. "Stick around" he quipped. "The cops should be here in a couple minutes."

As he swung away, the police cars finally caught up. Seeing the criminal webbed to the side of the car, Lieutenant Shining Armor smiled. He snapped a picture with his phone and sent it to his younger sister. "My sister's gonna get a kick out of that." He then looked at the criminal and smirked. "So, you want me to read you your rights first and then cut you down, or cut you down first and THEN read you your rights?"

-With Spider-man-

Well, that's enough excitement for now. Time to get to school.

As he swung above the street, the familiar building of Canterlot High School. Seeing the students arriving out front, he immediately web-zipped to the rear of the school and found his usual entrance; the air vent that lead into the boy's locker rooms. Good thing they made these vents big enough for someone to crawl through he thought as he lifted the cover open, quickly crawling inside. Once he found the grate that led into the locker room, he slowly slid it open and poked his head through. Seeing nobody else, he dropped down from the ceiling and ran to his locker, opening it and grabbing his gym bag. He quickly removed his mask, revealing the face of fifteen-year-old Flash Sentry. He opened his gym bag to reveal his civilian clothes.

A few minutes later he was dressed in his usual white t-shirt with a blue shield with a lightning bolt over it. He quickly slipped on his jeans and black sneakers. He finished his ensemble with his usual black jacket with two stripes, one red and one white.

He neatly folded up his costume and pushed it into his gym bag, before throwing it over his shoulder and walking out of the room. Once he was in the hallway, he heard someone say "Hey Flash."

He turned to see the familiar red and gold hair of Sunset Shimmer, his ex-girlfriend now good friend ever since the Fall Formal. "I didn't see you come in with the other students" she said. "When did you get here?"

Thinking quickly he replied "I forgot my homework in my gym locker yesterday, so I got here early so I could get it done."

Sunset shrugged. "Hey, it happens. So, how's the Stark Internship going?"

"Pretty good. I can't really tell you much, but needless to say, we're doing some really cool things." If by really cool things you mean using this as a cover for my exploits as Spider-man so I don't need to constantly come up with lame stories.

Fortunately, the bell rang before Sunset could inquire further. "Welp, gotta go" Flash said. "Ms. Harshwhinny'll have my head if i'm late again."

As he walked down the hall, he felt his phone buzz. Pulling it out, he was surprised to see a text from Tony Stark.

Hey Flash. Saw our mutual friend on the news. Nice job.

Flash smiled at that, and quickly typed out a response.

Thanks Mister Stark. I'm still kinda getting used to the new suit. It's a lot sleeker than my old one.

And a lot more resistant to bullets. Not that you need help with that.

True. But things have been pretty quiet lately. Armored truck robberies notwithstanding. LOL

Be thankful for that. Last time things got noisy in this city was when the Chitauri decided to pay us a visit.

Fair enough.

Little did he know, the quiet days were about to come to an abrupt end. Just not because of aliens. Yet.

-Unknown Location-

Two men were looking over the contents of the table in front of them. One of them was an African American man in his early thirties, bald and sporting a scar over his right eye. He said "I like the gauntlets, but is the suit really necessary?"

The other man, a fifty-year-old with graying hair and thick glasses over his blue eyes, nodded. "Yes it is, Herman. The suit's made of a foam-lined synthetic fabric. It'll protect you from the feedback of the gauntlets. Otherwise every time you fire them, you'd end up breaking your arms. Or crushing your organs. Or both."

Sighing, Herman replied "Fine. But seriously, Mason. Why the hell does it look like the top of a damn mattress? Last thing I need is for the paper to call me something like 'Mattress Man.'" He held up the suit, revealing some of the yellow fabric to prove his point. Sure enough, it looked like the diamond-woven top of a mattress.

Mason shrugged. "I'm afraid it's the best I could do for the moment. Oscorp's increasing their security after the last couple of jobs we pulled."

"Figured as much. Speaking of which, how's our buddy's suit coming along? These next couple of jobs might go easier if I have him watching my six."

"I still need a few more components before his suit is ready. After that, he'll be ready." Mason then handed him a list. "Those are the final components I need."

"Thought you said Oscorp was beefing up security?"

"That suit should protect you from anything below a fifty caliber rifle."

Herman nodded, grabbing the suit. "And what about Spider-man? The Avengers may be out of town, but that webslinger has a nasty habit of sticking his nose where it don't belong."

Mason smiled. "My friend, those gauntlets fire high-powered shockwaves that can punch through steel plating. I'm fairly certain that if you hit him in just the right spot-"

"-it'll hit him like a car windshield?"

"Correct."

-After School-

"ARRRGGGHHHHH!!!"

This groan of immense frustration came from none other than Rainbow Dash, who held up her backpack in annoyance. "Five pages. FIVE PAGES OF ALGEBRA HOMEWORK!"

Walking next to her, Applejack mirrored her sentiments. "Normally, I'd tell you to suck it up and deal with it. But yeah, Ms. Harshwhinny seems to be really out to get us."

"Um, I heard that she broke up with her boyfriend yesterday" Fluttershy meekly stated. "So that might be why."

"Oh relax, girls" Sunset said happily. "Algebra's easy when you know what you're doing."

"Easy for you to say! You eat this stuff up like it's breakfast!"

Flash barely paid them any attention, his focus instead on the news report playing on a nearby student's phone.

The newscaster said "Reports are coming in live of a group of heavily armed men attacking the Oscorp Research Center in Midtown. Any attempt by the NYPD has been met with hostile force. While there have been no reported casualties yet-"

That was all Flash needed to hear. Time to clock in my superhero ID card.

He was about to run off when he heard someone say "Yo Flash!"

Cursing internally, Flash turned around to see Rainbow Dash holding a soccer ball. "We've got enough time for a game. You in?"

"Sorry Dash" he quickly replied. "I've got the Stark Internship today. Maybe next time." He walked off before she could reply.

"Jeez, always the internship with him" Rainbow grumbled. "Does anyone even know what he does there?"

"Well it's not like he can tell us everything, darling" Rarity responded. "He's working for THE Tony Stark. No doubt a lot of the projects and their details are kept under lock and key."

"Not to mention Tony's a member of the Avengers" Pinkie Pie added. "You know, that team of superheroes who saved all our butts from an alien invasion and from that wannabe Terminator? If he's working on their tech, he CAN'T tell us." Her eyes darted back and forth suspiciously, and then she leaned in and whispered "You never know who could be watching."

"I doubt HYDRA agents or supervillains are gonna be hanging around a high school, Pinkie." Rainbow then shrugged and grabbed the soccer ball. "Oh well, his loss."

-With Flash-

Ducking into an alley and making sure no one was following him, Flash quickly changed into his costume. As he slipped on the mask, he heard a slight ringing from the built in earpieces. He heard someone say "I saw the news report. What's the plan?"

Firing a web line and swinging away, Spider-man replied "I need to know what I'm up against. You on it, Big T?"

-With "Big T"-

A young man about the same age as Flash Sentry sat looking at a computer screen. Atop his carrot-orange hair and over his ears was a headset with a built in microphone, a gift from his best friend when he asked him to be his eyes and ears when he was out "doing his hero thing."

His name was Thorax. He groaned, rolling his violet eyes that strangely had no visible pupils, before looking back at the screen. "You know I never agreed to that nickname, right?"

"Then come up with a codename, Thorax. But first-"

"I've already hacked into the CCTV cameras around the building. Give me a minute."

His computer screen showing the footage from multiple cameras from multiple viewpoints. The building itself was a modest five stories spread out over a couple hundred square feet, one of Oscorp's moderate size buildings. On the side of the building was the typical Oscorp logo, and in front of the building were two large fountains. Other than those aesthetic choices, and the multiple thugs with machine guns out front fighting off a large group of cops, there was nothing about the place that would stand out.

He focused mainly on the camera feeds that covered the front of the building. His violet eyes darted over all of them, taking in and processing what he saw at near mind-boggling speeds.

At least, for normal people it would be.

But Thorax was far from normal.

"So far I'm seeing about maybe ten guys holding off the police at the entrance. Three snipers and two guys with rocket launchers on the roof. And from the police chatter I'm hearing, there's a couple more guys inside dealing with security."

"Don't suppose you could tell me how many 'a couple more' is" Spider-man asked.

Pulling up a second window, Thorax replied "Looks like Oscorp recently buffed up its encryption." Then he smiled and continued "Nothing I can't get past, though. I should have eyes inside the building by the time you deal with the fifteen guys outside."

"And the guys outside? They look like pro mercenaries or just some thugs who barely have any idea what they're doing?"

"Looks like a mix. The snipers and a few guys at the entrance seem to know what they're doing, but I see quite a few guys standing in the open and firing from the hip."

"Great. Nothing more dangerous than guys with military grade weapons and no training in how to use them."

-At the Research Center-

From his viewpoint on the roof of one of the adjacent buildings, Spider-man surveyed the scene, thankful for the Advanced Reconnaissance Mode the suit came with. Especially since the mode came with telescopic lenses.

A plan already forming in his head, he said "Alright Thorax. Time to try out the Impact Webs."

Impact webs were a new mode for the web shooters that Flash designed; a highly compacted sphere of webbing that would knock enemies back a few feet before bursting. Flash had already tested them on a few targets in his and Thorax's "Testing Area" and they worked fine. But this would be the first actual use in combat.

"Okay man. Let 'em have it" Thorax replied.

Using his webs to slingshot himself over the roof of the Center, Spider-man twisted in midair and shot out two web lines, swiftly yanking the rocket launchers out of the hands of the thugs. He quickly followed that up by launching two Impact Webs in quick succession. They each struck their mark, knocking the men down to the roof before bursting and coating them in webs, immobilizing them. "Okay, they work." Spider-man then looked to see the snipers had noticed him. "Hey guys. Pretty sure those rifles violate local gun laws."

Almost immediately his Spider-Sense went off, and he jumped to the left as all three snipers fired off a shot at him, the bullets hitting nothing but air. He quickly fired two web shots, striking two of the snipers in their faces. He then caught the third sniper's gun with a web line, yanking it out of his hands before web-zipping to him and slamming his fist into his face. The man crumpled to the ground, completely unconscious. Spider-man then yanked the rifle from one of the other snipers and slammed it into the side of his head, knocking him to the ground. He followed this by webbing the man to the roof.

The last sniper had managed to get the webbing off of his eyes, and aimed his gun at Spidey. "STOP-"

"-IN THE NAME OF LOVE!"

The sniper fired off a shot but Spider-man jumped out of the way, front-flipped forward, and planted two web lines on either side of the man's head. He then shot downwards, slamming his feet into the man's face and slamming the man's head into the roof, knocking him out cold.

Jumping off the man's head and onto the edge of the roof, he surveyed the scene beneath him.

The police were doing their best, but even though at least half the criminals had about zero military training, they were still using military grade weapons that held A LOT more bullets. And sadly the police only had semi-auto handguns. The result were several police cars having busted windows and numerous bullet holes, and one of the officers sustaining a bullet wound to his shoulder. "Gotta find a way to end this fight fast before somebody gets killed."

Looking over the area, he noticed that all the thugs were crowded around the two fountains in the plaza. "Hey Thorax, those water fountains are controlled by the computers, right?"

"Yeah. Why?" There was a pause before he said "Dude, we haven't finished testing the Electric Webs yet."

The Electric Webs were ANOTHER firing mode for the web shooters Flash designed that would fire a shot of electrically charged webs that would stun enemies or overload electronic security systems. This one needed a bit more extensive testing since if the voltage or current were too low it wouldn't do anything. On the flip side if either were too high it could kill someone, which Flash swore he'd never do as Spider-man.

"We've managed to get the voltage equal to a taser and lowered the current enough so that it won't cause serious health problems. I'd say they're ready."

"Okay then. My program just busted through most of their firewalls, so I got control of their plumbing. Rerouting water pressure to fountains. Give it ten seconds then fry 'em."

Once he switched the firing mode, two small prongs slid out in the front above his wrists, electricity arcing between them. He then launched himself forward as the fountains went from steams to shooting out massive geysers of water, thoroughly soaking the thugs and forming a small pool around them. He quickly fired an electric web shot from each web shooter into said pool, and the effect was instantaneous. Streams of electricity shot out and arc across the water and at the thugs, then it began to arc between all of them. Their bodies seized up and they shook like a bunch of cartoon characters being struck by lightning. Eventually the charge ran out and they all fell down, out cold but still alive.

Landing on one of the cars, he asked "Is everyone alright?"

Most of the officers nodded, but one of them was looking over the cop who got shot in the shoulder. "It's a clean shot. He'll be fine until the EMT gets here."

Suddenly his Spider-Sense went off, and the front of the center was suddenly blasted apart, showering the area with debris. Fortunately for the officers Spider-man quickly shot out a few large webs to shield them, blocking all but the smallest bits and pieces, none of which were able to harm them. "Thanks for the save" one of the officers said.

"No problem, officer" he replied. "Now, let's see-"

His Spider-Sense went off even stronger this time, and he immediately back-flipped off the car. And just in time, because at that moment a blast of white energy slammed into the car, sending it sliding across the street and into the side of a building. Landing, Spider-man turned to face his opponent.

He was a man, that much was obvious by his body type. He was wearing a heavily padded maroon and yellow costume, the yellow parts having a diamond weave that made them look like they came from a quilt. His mask had a large maroon part on top of his head and his eyes were hidden behind two black lenses. On both of his arms were two silver gauntlets that had large blocky knuckledusters, with triggers right under the thumb. Some of the officers fired their handguns at him, but the bullets simply bounced off his suit. In response to that, he aimed the right gauntlet at one of the other police cars and thumbed the trigger, and the knuckleduster glowed briefly before firing another blast of white energy at the car. The result was the windows shattering and spraying glass everywhere. The man said "Consider this your only warning shot, officers. Keep interfering and I'll let loose a shockwave that'll bring down the whole building."

Deciding to try and keep the man's attention focused on him, Spider-man jumped forward and stood a few feet in front of him. He asked "So, who are you supposed to be? Cushion Man? Triple-Ply? Padded Pete?"

He couldn't tell what his expression was, but he definitely did not sound amused. "No no and Hell No!" His gauntlets began glowing, this time longer and far brighter. "Now, DIE!"

The man launched a powerful blast at Spider-man that he dodged, but he sadly wasn't able to dodge the follow-up blast from his other gauntlet. The wind was knocked out of him as he went flying through the air, smashing into and through the brick wall of the opposite building and kicked up a large cloud of dust. Shocker smirked behind his mask and said "That was almost too easy." He then looked at the cops and said "You don't wanna end up like that loser, stay the hell out of my way."

As he walked back into the building the officers heard a groan from the large hole Spider-man had been blasted through. The hero in question rose from beneath a large pile of bricks, shaking off the disorientation and the ringing in his ears. As well as the immense pain going through his entire body. "Okay, was not expecting that" he muttered. Where the hell did he get those gauntlets? I'm pretty sure you can't buy tech like that on E-Bay.

His earpieces buzzed for a second, before he heard Thorax ask "Flash! You okay, man?"

Zipping onto the roof of the center, he replied "Yeah. I just got surprised. And I'm wondering where this guy got his tech from."

"Me too. The sensors in your suit were picking up all sorts of seismic disturbances from those gauntlet blasts."

"Don't remind me. Any idea what they are?"

"According to the scanners and sensors in your mask lenses, it's some sort of high frequency vibration blasts, combined with condensed air jets to create a powerful directed shockwave."

"Yeah. But seriously, I came here to fight a bunch of crooks and end up fight a bona fide supervillain. What a shocker."

There was a slight pause before Thorax said "Hey, Shocker."

Spider-man rolled his eyes. "Thank you, Cisco Ramon. Any idea what's going on inside?"

-Back with Thorax-

Thorax pulled up the feed from as many of the security cameras as he could. "Okay. I count fifteen guys and Shocker in the building. Shocker's heading down into the lower levels. The other fifteen are with the Oscorp Employees that didn't get out in time."

"How many hostages?"

"I count nine total, all in the middle of the floor. Right out in the open." Then he noticed something. "Wait, there's someone else in the building." Pulling up the feed, he continued "They're wearing a lab coat. Must be someone who works there."

"Describe them."

"They're a girl who looks to be about fourteen with her tied back in a bun. Probably means she's an intern there. Problem is Oscorp's apparently still using black and white cameras, so I can't get you much more than that. I can say it looks like she's heading towards the Security Room."

"Maybe she can help us out."

"Couldn't hurt. I'll see if I can find you a way in."

As he was about to pull up the building schematics, he noticed one of the security feeds showed two of the thugs from Shocker's group heading down the hallway, apparently having noticed that one of the hostages were missing.

And they were about 2 minutes from closing in on her, since she was having trouble with the security panel. "Uh-oh."

"Uh-oh, what?"

"Our possible ally's about to have unwanted and unfriendly company. Two thugs with machine guns. The hallway has no other exits or places to hide, and she can't get past the security panel."

Suddenly his screen started flashing, before all of his security feeds were cut and several screens popped up saying ACCESS DENIED! "You gotta be kidding me."

"What now?"

"Oscorp must've overhauled their cyber security. I just got locked out" Thorax explained while he frantically tried to reestablish access with Oscorp's systems, with little success. "Oh, come on! I have no feeds, no idea what's going on in there, no way I can override the security panel."

"Shit. Where's the security room?"

"Northwest Corner, Third Floor! Hurry!"

-With Spider-man-

Quickly moving to the corner, he immediately noticed a vent on the roof. Ripping it off, he crawled through as fast as he could, eventually finding a grate. And just in time.

"Hold it right there, little girl!"

Through the grate he saw the two thugs aiming their machine guns at the direction of the security room.

Acting on instinct he smashed through the grate, landing on the thug below him and knocking him out with a punch to the face. He then spun, blasting the other thug with an Impact Web that made him drop his gun and stuck him up against the wall. "Well, that should take care of that." He then turned to the girl he saved and asked "Are you okay?"

And when he saw her, his jaw dropped (And he was very thankful she couldn't see it.)

Thorax was right when he said she looked about fourteen years old and her hair was tied back in a bun. The girl wore a white lab coat that kept most of her wardrobe hidden, save for her sky-blue stockings and purple shoes. She wore thick horn-rimmed glasses, behind which were purple eyes that were just a few shades lighter than Thorax's. Her hair was a dark indigo-blue with a mulberry stripe and a pink stripe running down it.

And as she turned, he saw that pinned to her lab coat was a name tag.

Twilight Sparkle.

To Be Continued...

Author's Note

Hello everyone. Equestrian Defender here with yet another story.

A story whose first chapter is a whopping 4,665 words! I think that's a new record.

So yeah, I love Spider-man. He was honestly the first superhero I ever saw growing up, and while the comics may go out of their way to make his life miserable, in other media he is awesome. Well, except for Sam Raimi's Spider-man 3.

And many of you are probably wondering, why the hell am I making Flash Sentry Spider-man?

Well I find that a lot of the hate that is lobbed towards Flash Sentry is just stupid. I think most of the hate club just don't like him because he was in an incredibly forced romance with Princess Twilight Sparkle that ultimately led nowhere. Plus he lacks a lot of personality and he doesn't really do all that much in ANY of the Equestria Girls specials. But I don't see him as a bad character, because quite frankly he doesn't really DO anything significant to the plot. If anything, he falls into the category of "character that could be interesting but the writers either don't know or don't care how to use him/her/they." A category that sadly includes a LOT of characters. Far too many.

So I decided to do what most fanfic writers do with a character like this, and give him a starring role in a fanfic. Making him Spider-man was actually because I saw this particular fan-art by https://www.deviantart.com/jucamovi1992

https://www.deviantart.com/jucamovi1992/art/Spider-Sentry-662595121

and inspiration came to me.

That and somebody's already writing a story where Peter Parker is in the Equestria Girls universe and while our stories may play out differently I really didn't want someone in the comments section going "Hey! You're ripping off so-and-so's fanfic!" and get my story deleted.

Anywho this story will combine elements from various Spider-man media:
the 90s Animated Series
the Spectacular Spider-man (Best animated Spidey ever.)
some of the less goofy parts of the Sam Raimi movies (And almost nothing from Spider-man 3. I hate that movie.)
the Marc Webb Amazing Spider-man movies (2nd favorite Spider-man movies)
Spider-man Homecoming (Favorite Spider-man movie ever.)
and of course the 2018 Spider-man video game (clearly evident by picture I'm using for the cover of this fanfic)

And before anyone asks, characters like Venom and Carnage will not be seen until Book 2. These 2 characters always seem to be the most asked about in fanfics. Which makes sense seeing as how they are some of Spider-man's most powerful (and famous) villains.

Hope you all enjoy the story. And remember!

"With Great Power, Comes Great Responsibility."

Chapter 6: The Villainous Vulture Part 1: First Flight

It had been roughly three days since the bank robbery, and Spider-Man had managed to find and dismantle nine more of those black market alien weapons, all of which ran on Chitauri Energy Cores. While this was a good thing, as that mean they now had ten of the dangerous alien energy sources off the streets, it still didn't make Flash feel better knowing there were still another ninety to go.

And then there were the weapons themselves.

Flash sighed as he looked at his notebook, thankful for the study hall he had today as his final period. The notebook in question had a list of the weapons the Energy Cores had been combined with, along with a list of the specific components Twilight had found they were made from. The weapons themselves included the Gravity Gun, three Plasma Cutters, a force field generator (which had been a pain in the ass to figure out how to take down), and five laser guns. Several of the components had indeed come from previous Avengers battles, as Flash and Thorax were easily able to identify Ultron tech and some more Chitauri tech.

But then Twilight had pointed out a few components that weren't from any of the Avenger's previous battles.

Rather, it was tech that had been stolen from Oscorp.

Thorax had managed to get a look at some notes his brother had left lying around their apartment for his next big story. As it turned out there had been several tech thefts from Oscorp over the past month, most of which Oscorp refused to disclose the information on the stolen items. Twilight had verified this, as a few of the things stolen were supposed to go to the Research Center the energy cores had been stolen from, but she sadly lacked the clearance to know what said items were.

Flipping to another page, Flash jotted down a list. It read:

Alien Energy Cores
-Found 10, need to find remaining 90.
-Are they all being used for weapons? If so, why aren't there more on the streets right now?

Stolen Alien/Ultron Tech from past Avengers Fights
-Being used with Energy Cores and Oscorp tech to make super-weapons.
-How the hell are they getting this stuff? Possible insider at Damage Control? Need to get Tony's help on this one.

Stolen Oscorp Tech
-Some were used in making illegal weapons along with Alien/Ultron parts.
-Is all the Oscorp tech being used in illegal alien super-weapons? Or are there still some parts missing? Need to get Thorax on that.

Mysterious Inventor
-Guy who makes weapons and more than likely gave Herman Schultz his shock-gauntlets.
-Who the hell is this guy and why is he doing this? Is he the mastermind or is he doing it by himself?

Closing the notebook as the bell rang, he heard a notification on his phone go off. It was a text from Thorax: Dude! Check this out!

Clicking on a link, Flash found that it lead to a blog.

A blog about Spider-Man, aptly named the Spidey-Blog.

Curious about who made it, he saw that the bloggers in question were none other than Pinkie Pie, Fluttershy, and Rainbow Dash. Flash wasn't really surprised be this; ever since Spider-Man had saved them during the bank robbery, the girls had been talking about his alter ego nonstop to the point where one of the other students had joked that they may as well start a fan club for him (a concept that had made Flash initially smirk.)

Apparently they settle for making a blog.

Browsing through the blog he found that it mostly consisted of some pictures that passerby had sent to the girls, a few rumored sightings, a couple amateur videos of him web-swinging, all of which had several comments from people around the city. He instantly recognized a few from some students in the Middle School.

Dinky Doo: Spider-Man is the best hero ever! He saved my mommy from a mugger and webbed the baddy to the wall!
Scooter-Queen: Yeah, he stopped our bus when the brakes failed using his webs. That was so cool!
Young Apples: We know, Scoots. We were there.
Sweet Belles: Also Dinky, you do know you don't need to use your actual name on the site, right?
Dinky Doo: Why wouldn't I?

Scrolling down, he found a few by some of the students at CHS.

Classical Octave: I don't quite understand why it is that that man J. Jonah Jameson hates him and does his best to slander him. He's willing to sacrifice his time and energy to save the good people of this city while Tony Stark and the Avengers are out saving the world. Anyone who's willing to do that is clearly a good person.
Wub Master: I hear you. Personally I think Jameson just doesn't trust him because he wears a mask.
Chip Wizard: I wonder why he wears that mask though? I mean, the Avengers all have public identities.
Zen Wood: Dude, Stark's got oodles and oodles of dollars, and a whole bunch of security for him and his fellow Avengers. Maybe Spider-Man just doesn't have that kinda support and wants to keep his family and friends safe.
Chip Wizard: True. I didn't think of that.
Sweetie Drops: Also keep in mind, Tony Stark lives for paparazzi and being in the spotlight. Maybe the person under the mask is just shy? Or maybe he wants to keep his personal and superhero life separate?
Magic Harp: I don't care who he is under the mask. He saves people, he's a hero. End of story. All Jameson's editorials are good for is toilet paper nowadays.
Sweetie Drops: -_- Really?
Classical Octave: That is truly disgusting.
Zen Wood: Gross!
Wub Master: TMI. SERIOUS TMI!
Chip Wizard: EW!

Flash chuckled at that, when he heard someone yell "HEY FLASH!"

Turning to see Rainbow Dash walking towards him he asked "What's up?"

"I need a favor," she said. Seeing his phone she asked "You've seen the Spidey-Blog, I take it?"

"Yeah. It's pretty cool."

"Thank you. Anyway, we need some help with it. Is your camera digital?"

"Yes."

"And do you know how to download and email photos?"

"It's not that hard to figure out. Just follow the onscreen-" Realization dawning on him, he finished "You want me to take pictures of Spider-Man and email them to you for you guys's blog."

"Yeah. If you can."

Flash sighed. "One, why me? Two, what makes you think I can get those pictures? And three, why exactly do you need me to take them when there's a million other people in New York City with smartphones?"

"In order? One, you're pretty much the only guy I know who knows anything about photography. Two, I'm not asking you to go out and find Spider-Man, I'm just asking you to have your camera handy in case you happen to see him doing his thing. And three, we need QUALITY pictures for the blog, not a bunch of blurry smartphone pics or some noobs trying to get Spider-Man mid-swing while they take a selfie. Plus if we tried getting some from other people they'd probably ask for money and well, Fluttershy and I don't have jobs and we'd hate to push it all on Pinkie Pie."

He couldn't really argue with that. "Alright, I'll see what I can do. But I'm not making any promises."

"Like I said, if you happen to be in the same area Spider-Man's in and you have your camera, just take a few pics and send 'em my way. And please try not to get yourself killed."

Oh, the irony of that statement. "I'll try my best."

Twilight smiled, looking at the small device she just finished.

The device in question looked like a small robot spider colored dull red, only it was about the size of an M&M and as thin as a dime. Fortunately thanks to the mounted magnifying glass she now had, she could see the small parts of the spider in much larger detail. Around where the eyes would be on a normal spider were a series of small, yet powerful, solar panels to power it. Not only did they charge from sunlight but they could also gain a charge from artificial light (though it took longer to charge than with sunlight, but nothing in life is perfect.) Carefully flipping it over she looked at the legs to see the small hooks that could attach to fabric, while on the underside she could also see the small magnet that would attach it to metal surfaces.

But what was its purpose?

Well, Twilight had run a few scans on the tracers that had come with Flash's Spider-Man suit he got from Tony Stark. While they worked, their range was limited and the batteries on them only lasted about five days tops. Not only that, but she also found out that the signal was relatively weak and could be easily blocked or jammed.

Fortunately with the upgrades she made, those wouldn't be a problem anymore.

Now she just needed to test one of them in the field.

Hearing the elevator ding! she turned and saw Flash and Thorax walk into the base while looking at their smartphones. Rolling her eyes, Twilight asked "Let me guess; Spidey-Blog?"

"How'd you know," Thorax asked.

"Most of the students at Crystal Prep are talking about it." She smiled. "Gotta say, it's nice to see our favorite superhero getting some good recognition for once."

"Now if only Jameson could pull that stick out of his a-"

"Language, Thorax!"

Flash chuckled. "Seriously Twilight, lighten up on the swearing thing."

"No thanks." She then turned around and held out the tracer. "Ta-da!"

Carefully taking it in his hand, Flash asked "So, what is it?"

"One of my new and improved tracers. Long-lasting, can't be detected by our enemies but we can find them through all but the toughest jamming frequencies, and given its small size I'd say its barely noticeable depending on where you put it. And thanks to our network we'll be able to trace them anywhere in the city. Hopefully."

"Hopefully," Thorax asked.

"Well, they haven't been field tested yet. As it is I just finished syncing them to our network, so I haven't had the chance."

At that moment Flash's phone rang and he said "Hold that thought." Answering it he asked "Hello? Oh, hey Tony. Didn't figure you'd answer so soon."

"He called Mr. Stark," Twilight asked, surprised.

"We think there might be an inside guy at Damage Control," Thorax explained. "Flash figured Tony might wanna know."

"Okay, give me one sec," Flash said, pushing the speaker button on his phone. "Say hi guys."

"Hey Tony."

"Hey Thorax. Those computers working okay?"

"Like a dream, Tony. Like a dream."

"Uh, hello Mr. Stark," Twilight said, a bit nervous. After all, not every day you get to talk to a genius billionaire playboy philanthropist who moonlights as a superhero.

There was a laugh at the other end before Tony replied "Please, call me Tony. Mr. Stark makes me feel old."

"Back on topic," Flash said "what did you find?"

"Did an inventory check. Cases of Ultron tech and alien tech have gone missing in the past month."

"About the same time the Oscorp tech thefts started happening," Twilight asked.

"Bingo. I've emailed you guys a list of the stuff that's missing. I'm also running a search on the guard shifts and rotations to see if there is an inside guy. Nothing yet, but I do have something for you guys. I looked at the schematics of the guns you found and they are very similar to the work done by this man."

A picture appeared on the phone, showing a man in his fifties with graying hair, thick glasses and blue eyes. Underneath the picture was the name Mason, Phineas.

Taking the phone and scrolling down the file Thorax read "Phineas Mason. Child prodigy who graduated high school at age 12, graduated college with multiple Masters Degrees in several Engineering fields by age 18, recruited into S.H.I.E.L.D.'s engineering corp by age 20 where he stayed for 30 years and helped design most of the Helicarriers, Quinjets, and various vehicles and weapons. Went completely off the grid following the fall of S.H.I.E.L.D." Thorax then looked underneath and with a raised eye brow read "Highly suspected of having ties to HYDRA. Classy guy."

"We checked through everything about every S.H.I.E.L.D. agent following the fall. Phineas had a few suspicious emails to several people who we found either had ties to HYDRA or were HYDRA. We cross checked those with his bank account and found substantial sums of money had been deposited around the same time."

"So what was he doing?"

"Apparently Phineas was giving HYRDRA blueprints for some of the tech he was working on. New and improved stealth tech, holo-masks, armor and weapons, et cetera. Once HYDRA got outed he obviously figured being on the run was better than being stuck in prison 25-to-life for aiding terrorists, so he fled."

"Well if we find him we'll be sure to let you know," Flash said. "Scumbag like that deserves to rot in a prison cell."

"I eagerly await that call. Let me know if you find anything else out."

"Can do." Hanging up the phone he said "Well, we got a lead."

Thorax nodded. "I doubt Phineas would just be out and about grocery shopping. But if he does decide to step out and get some fresh air, I've got a facial recognition program going through the towers and the CCTV cameras. He shows his ugly mug we'll find him."

Sitting down at her computer, Twilight said "Something's been bothering me, though. If they have alien and Ultron tech, why are they stealing from Oscorp?"

Thorax turned and said "My older brother did say that one of his contacts in Oscorp said somebody sent some warning letters, saying that somebody was coming back to 'take back what was their's.' I'm willing to bet ten bucks that Mason's working with that guy."

Twilight nodded at that. "Okay. But we still don't know who that person is and what they were working on before they got booted off."

"And sadly since Oscorp is a multinational company with hundreds if not thousands of offices worldwide and a never ending stream of employees getting hired or fired, trying to find one guy in all of that would be like trying to find a needle in a haystack. And sadly, we don't have a magnet."

"We would if we knew what it was they were stealing," Flash replied.

"Which sadly we don't. And I tried hacking into their mainframe but these guys tripled their firewalls after the Research Center incident. The only way we'd be able to find out what they're stealing is if our wall-crawling friend was there when they stole something."

An alert went off on one of the computers, and Flash said "Speak of the devil."

Thorax brought up the alert. "Looks like an Oscorp convoy just got intercepted by some thugs. And wouldn't you know it, there's at least five alien-tech weapons being used."

Twilight moved to her computer and checked over the CCTV footage. "I see two laser rifles, two plasma cutters, and a gravity gun."

Pulling on his suit Flash said "At least there's no force fields this time." He then picked up five of the tracers and slid them into one of the pockets on the suit's belt. "So, these tracers should work, right?"

"All the tests I ran said they should. Why?"

Flash smiled under his mask. "Because I might have an idea on how to find Phineas, the guy he's working with, and hopefully the rest of the energy cores."

"And it involves my tracers?" Seeing him nod she added "Just try to be careful. They're prototypes."

Chuckling as he slipped on his mask Flash asked "When have I ever not been careful?"

Thorax laughed sarcastically. "Do you want the list in chronological, alphabetical, or by degree of severity? Either way it's a long list."

"Smartass."

From his vantage point, Spider-Man surveyed the scene before him.

The convoy was a semi-truck with two Humvees that each carried a team of Oscorp Security Personnel. Sadly, the two Humvees had been disabled by the Gravity Gun while the truck had been run off the road and into a building about a block down, the driver having been dragged out and knocked out by the thugs. When they opened up the container they found that their cargo was being further protected by a titanium safe. Now the two guys with the Plasma Cutters were cutting through it, while the Gravity and Laser Gun guys were keeping watch.

"So, what exactly is the plan again," Thorax asked.

"Well, first I make sure they don't get what they're after. Once I make sure that most of the guys don't get away, I interrogate the last guy and see if he knows anything. I doubt he does, but that's not why I'm doing it. I'll tell him to tell the guys he's working with that I'm coming for them, and given that he's probably going to be scared out of his mind he'll go right to them. But what he won't know is that while I was interrogating him-"

"You planted one of the Spider-Tracers on him, thus letting him lead you right to him," Twilight surmised. "That is pretty clever."

"Bingo. Also, like the name. I'm gonna use that."

"So, why haven't you gone in yet," Thorax asked.

"Because this might be our only chance to get a clue on what it is they're stealing from Oscorp. Speaking of which." He tapped the side of his mask, activating the Advanced Recon Mode.

The Plasma Cutter guys had just cut off the door and walked in to get what they were after. About five minutes later they came out holding what looked like a metal circle with four small legs and several wires and cables attached. "Twilight, what is that," Spider-Man asked.

"I'm not sure. I've never seen anything like it. Then again I'm just an intern, and if they're really busting out a titanium safe to protect this thing it must be a very 'hush,hush' project"

"So much for that. Oh well, time to put my plan into action," he said as he fired a Web Line and zipped off his perch.

Careful as to not alert any of the thugs, Spider-Man quickly yanked up the Gravity Gun guy and slammed his fist into the man's face and sending him to dreamland and then cocooning him. He then nailed the two laser gunners and yanked them up, their guns clattering to the ground as he yanked them up and cocooning them both.

Sadly the clattering guns got the attention of the Plasma Cutter guys, who immediately activated their weapons, which certainly didn't look like the Lightsabers from Star Wars. I think George Lucas is gonna sue somebody.

Keeping his distance he Web-Yanked the Plasma Cutters out of their hands before nailing one guy to a wall with an Impact Web. He then grabbed the last guy's wrists and slammed him against the side of the truck, using his enhanced strength to hold him there. "I'm feeling generous today, so I'll tell you what? You tell me what I wanna know, and I don't break your wrists."

Clearly scared, the guy said "I'll tell you anything! Just please don't hurt me!"

"Okay then. Where do you guys get these fancy new toys?"

"I-I don't know! I swear! Some guy just hired us to nail this convoy and take what was in the safe! Gave us these things to help do the job!"

"Who was the guy?"

"H-he didn't give his name. He just gave us half the payment, said we'd get the other half if we pulled the job off."

"Typical. Describe the guy."

"Tall and lanky. Thin fingers. Had a beaky nose. Balding. Gray eyes. Wore a green jacket with white fuzz around the neck."

The sensors in the suit and mask were telling him the man wasn't lying, so Spider-Man let him go before grabbing his shoulder, discretely placing the Spider-Tracer. "I want you to go back to this man. I want you to tell him that I'm coming for him. Got it?" Seeing the man nod vigorously, he released him. "Good. Now get lost before I change my mind."

Seeing the man run off Spider-Man then walked over to the device from earlier and picked it up, his lenses scanning it automatically. "All this trouble for this thing? What's so special about-?"

Thorax's slightly panicked voice cut off his train of thought. "Dude! You got an alien energy core incoming!"

Dropping the device he asked "Where?"

"It's airborne," Twilight replied. "Coming in from the West, moving fast."

Web-Zipping up to the top of a nearby building, he looked in the direction she indicated. And-

"You've got to be kidding me."

Flying towards him at high speeds was a man in a mechanized bird suit, with large wings fitted with anti-gravity generators and metal blades for feathers. A glowing green visor and breathing mask hid his face from view, while also making him look menacing in the process.

And Spider-Man doubted that those metal wing blades were just for show.

Once he got closer he yelled "Who are you supposed to be?"

"Call me VULTURE!"

As Vulture flew at him Spider-Man ran and front flipped over him, before spinning around and nailing both of the wings with a web-line each. "I take it you're the one who made those drones that tried to get Shocker. Not bad though the wings could use a little work. They come off way to easily."

But to his shock despite the strength he put into it, he couldn't pull the wings off. "I noticed that weakness on my drone," Vulture said. "so I fixed that little problem."

"Oh. I'm both annoyed and impressed."

Before he could say anything else, Vulture used his wings to slice the Web Lines, rather easily to Spider-Man's surprise. "Dude, what the hell are your wings made of?"

"Wouldn't you like to know," he retorted, before charging at him and swinging his wings around, no doubt trying to slice him in half.

Fortunately Spider-Man was nothing if not agile, and was easily able to dodge the large metal wings of death, dancing around them before firing two Web Shots onto Vulture's visor and blinding him. He then jumped onto Vulture's back, grabbing hold of the harness that held his wings while his lenses scanned it to try and find a weak spot. But before he could Vulture shot up into the sky, knocking him off balance and forcing him to use his powers to hold on. "HEY! This is a No-Fly Zone!"

"Shut up!"

Figuring he wasn't going to be able to stay on too much longer, Spider-Man quickly pulled out another Spider-Tracer and slipped it on the inside of the harness. Not even a second later Vulture dived down and started barrel rolling, and despite his adhesive powers Spider-Man was thrown off of the harness and found himself free-falling...

...and it was only now he realized just how high Vulture had flown up, and that he had flown them directly over the Hudson River. "HOLY SHIT!"

He was too far away from either of the bridges and there were no buildings around, and from the height he was at if he hit the water he may as well have been hitting concrete.

But as Fate would have it he wasn't completely screwed, as an alert showed up on his one of his lenses that read [Emergency Parachute Activated.]

To his surprise the large emblem on the suit's back popped open and released a parachute, which opened and immediately slowed his descent. Grabbing onto the harness he angled himself towards the bridge, hoping to unclip and Web-Zip up there before Vulture came back to finish the job.

Unfortunately, luck was not on his side this time. As it turns out Vulture's flight harness was a lot faster than Spider-Man's slow moving parachute.

And he had powerful hydraulic talons on the boots of his suit, which he used to grab the parachute and drag him away from the bridge and right towards an abandoned warehouse on the river's edge.

Once he was close enough Spider-Man disconnected the parachute, before shooting out a Web-Line and zipping onto the roof. As he breathed out a sigh of relief he heard Thorax asked "Dude, you okay?"

"I'm fighting the love child of an Iron Man armor and those drones from the Research Center. I'm just peachy."

His Spider-Sense went off at that moment, and he quickly jumped back as one of Vulture's feather blades stabbed into the roof where he'd just been standing. Looking up he saw Vulture hovering there, before swiping with his right wing and sending three more blades towards him. "Seriously?!"

As he dodged the blades he noticed a few of the ones he fired returning back to the wings, more than likely due to some built in magnets. An idea forming in his head, he snagged one of the blades with a Web Line, before spinning and sending it back to him much faster and point first. Before Vulture could react the blade slammed into the anti-gravity unit on his right wing, stabbing right through it and disabling it. The results were immediate as Vulture now found himself having to struggle to stay up with only one of them active. Growling, he pulled something off of his belt and yelled "Next time you won't get so lucky, bug!"

Before Spider-Man could react Vulture chucked the object, which turned out to be a silver and white sphere, which exploded in a brilliant flash of light and blinded him.

Once his vision cleared Vulture was nowhere to be found. Cursing he asked "Guys?"

"He's gone," Twilight replied. "Somehow he's managed to hide the Energy Core's signature."

"Even the Spider-Tracer I planted on him?"

"Even that. Whatever kind of cloaking device he's using is preventing me from finding it. Remind me to fix that for the next batch. Also, more bad news; before he vanished he grabbed the device from the truck."

"That just figures. Well he can't have gotten far with one of his wings disabled. Thorax, check everything from CCTV to smartphone cams. I'll swing around and see what I can..."

At that moment, Spider-Man noticed something on the roof where Vulture had been hovering. Picking it up he realized it was a component from Vulture's flight harness, a cylinder with several wires attached. But that wasn't what drew his attention.

What drew his attention were the Oscorp Logo on the side of it.

And the words Project: Icarus.

About half an hour later, Flash had swung back to base after not finding any trace of Vulture or the device. He was now looking at one of the computers with his mask off. The computer in question was following the Spider-Tracer he had put on the one thug. "Your Spider-Tracer's working like a charm, Twi."

Beaming, Twilight replied "Thank you. Maybe next I'll work on the lenses in your mask so we don't have to worry about anymore flash-bangs."

"That would be appreciated. Those things hurt."

"In the meantime, Project: Icarus," Thorax said while looking at the cylinder. "Bit on the nose, don't you think?"

"Do you have any idea what that is, Twilight?"

Twilight thought about it for a second, before replying "I do remember hearing some scientists from Aviation Tech talking about it in the break room, but it was a few months ago and they didn't really give any specifics."

"Would there be anything on the computers at the Center," Thorax asked.

"Yes. But I thought you said that Oscorp's firewalls got overhauled?"

"Only for Oscorp HQ. But thanks to the program I put in through your phone, I've technically got direct access to the center's computers. And before you say anything, they'll never know you or your phone were involved. I got a program set up that bounces any tracer program to several dummy servers across the planet. They'll never find us."

"Good boy," Flash said. "Get started on that while I go follow Jack."

"Jack," they both asked confused.

"The guy we're tracing. He looks like a Jack."

Neither of them could argue with that. "Let's not be at it all night though," Twilight said. "My curfew's at ten o'clock sharp."

"Mine is too," Flash said as he grabbed his mask. "Don't worry, it's only six-thirty. We've got time. I'm just gonna follow Jack and see if he leads us back to Mason or Vulture."

"Kinda miffed that the guy named himself. But it's fitting see as how his suit's built from the leftovers of the Avenger's previous battles. And whatever Project Icarus is." Looking at his computer Thorax added "Speaking of which I'm running a search through the center's computers for it. Should have something within the hour."

Pulling the mask on Flash replied "Keep me posted."

Mason whistled as he pulled the damaged anti-gravity generator out of the wing. "Jeez, he did a number on you."

Adrien growled as he picked up a new anti-gravity generator and handed it to Mason, along with a welding torch. "I underestimated him and he got lucky. But, we still managed to get the device Bishop wanted, so we still get the other half of the payment."

Nodding, Mason finished welding the anti-grav generator into the wing. "Still, Spider-Man is getting to be a pain in our asses."

"Which is why I think it's time we move to the final phase of our plan."

Mason's eyes widened at that. "You're serious?"

"Yep. Tonight, we move on Oscorp HQ." With a vengeful gleam in his eyes he finished "It's time Osborn pays for stealing what was rightfully mine."

To Be Continued...

Author's Note

Hey there, True Believers! Fantastic news, this fic isn't dead.

So, Spider-Flash has his first run in with the Villainous Vulture and it ends in a stalemate. And he gets to use the parachute like in Homecoming, only it doesn't almost make him drown.

Next time we conclude this two parter with Spider-Man clipping Vulture's wings and bringing him down to Earth.

Till next time!