Spiderman: Equestria's Hero (season 2)

Chapters

The Pilot
Information
Party Tonight
Show Time
Spring Break: Part 2
The Return
Rage
The Fall Formal
Hashtag: Crime
Soundwave Superior
Spiderwoman Superior
Dragon Quest
Goblin Nation: Introduction
Goblin Nation: He's Back
Goblin Nation: A Break
Goblin Nation: Had Enough
Goblin Nation: Showdown.
Crawling Through The Night
Hostages
Symbiote Struggle
Venomous: Enter Venom
Venomous: They're Here
Venomous: Toxic
Venomous: The Venom Bomb
Venomous: The Carnage Express
Venomous: Sable Strikes
Venomous: The Real Mean Mother From Outer Space
Spring Break: Part 1
The Haunting Of Canterlot High

The Pilot

Author's Note

Spiderman: Equestria's Hero is back.

With more chapters for the readers; I promise, this one will be longer.

The Pilot

Equestria's hero lifted the boxes into the apartment, they held all of Fluttershy's things. She and Adam were moving in with each other, with separate rooms of course. It took some convincing; a lot of convincing, but the Rainbooms finally excepted Adam as a hero. Especially after he saved them from Doctor Octopus; they all also promised not to tell anyone Adam's secret. The couple had been dating for three months now; however, they've only ever kissed and hung out together.

"Do you want some help with those boxes?" the sweet girl asked. But Adam shook his head and kindly replied, "No, I'm fine; I've got super-strength remember." Fluttershy then went over to the couch, she started looking through one of the boxes; during the search, a question came to her mind. "Adam; when Sunset used her powers to see your memories, she said you've seen terrible things. What were those things?" The boy didn't want to answer that, thinking about his past made bad memories come back.

The destruction of Cybertron, all the casualties during the war & all the friends he lost over the years. "I think you shouldn't ask about that Fluttershy, it's not worth talking about."

The girl did as instructed and changed the subject, "Are we taking things to far, by moving in together?" Adam was surprised at the new question, so he replied, "I don't think so; but you want to wait a bit longer, I won't be offended." The girl shook her head. They couple were happy together, Adam set next to Fluttershy on the couch and they shared a quick kiss.

All it took were the sirens coming from outside to break them up, "I betta go see what the problem is." The boy went into his room to change; Fluttershy didn't like it when he went to 'work', because she never knew if he was going to come back. But she knew that he had a responsibility, she was proud of Adam, for everything he's done. When the boy emerged from the room, fully suited up. Adam still had the same suit Rarity made for him, the one he saved them in; he said, "Wait for me?" Fluttershy answered, "Always."

Spiderman jumped out the window and began swinging through the streets.

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Police cars was speeding to a massive crime scene; fire, explosions, the whole lot. All being caused by one man, "Rah!" he cried as he threw a car onto another. Shinning Armour stepped out the car and spoke into a mega-phone, "Alright, put your giant hands in the air or you will be put out of action by force." The causer of the destruction didn't listen, he just continued to throw cars away like play things.

When Spiderman arrived at the scene, he land on top of the captain's car, "What are we dealing with chief?" Spidey asked. Shinning Armour explained, "This lunatic is like a human wrecking ball, I need you to take him down." Adam nodded and leaped towards the destructor.

The beast of a man look at the small boy in the suit, "You're that Spider-Freak that stop the Scary Six, aren't you?"

Adam replied, "Yes, that's m.... Wait, the Scary Six? Is that what you guys are calling them?"

Before Adam got his answer, he was punched into the side of a car. The impact was so hard, that the police car dented like a soda can. "Ow." Adam mumbled as he recovered from the blow. The titan walked closer to the cops, they opened fire on him; however, the bullets bounce off him like balls of rubber.

The living wrecking ball shout so everyone could hear, "Don't you know who I am?!" Only Adam bravely replied, "No."

"I'm the Juggernaut, Bug!"

He then ran over the police cars and squashed them under his feet, Adam got up and web-swung after him.

The chase was on; any car that drove into Juggernaut's path was crashed out of the way, luckily there were no casualties. Adam had to stop him fast; so with one big web-blast, a giant web-net block the end of the street. It was made from the stickiest of Adam webbing.

However; Juggernaut was able to burst through the web like it was nothing. So Spidey kept on chasing after him, right up until he crashed into a bank.

The Juggernaut punches through the wall and into the vault, "The refreshing smell of mint." he said as he grabbed the money. He then laughed at his own statement as Spiderman swung into the building, "Stop right there, Log-Fingers."

Juggernaut heard Spidey's insult and ran out the vault, head first. Adam was to late to dodge and was bashed into the other wall, the villain laugh and ran off with the money.

Shinning Armour arrives at the bank and is not happy; he see's Spiderman recovering from the attack, "What happened? How'd he get away?" the captain cried. Adam sighed and started to swing away, not knowing what would happen next.

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Later at the school; Adam was with Twilight in the computer lab.

"Come on Twilight, I need to know who this guy is." Adam explained. The smart girl searched the computer; she pulled up a map and explained, "All his attacks have been around this area." there was a spot marked on the map ever where Juggernaut struck.

"So what your saying is, I need to search this part of town?" Adam asked.

"Yes; if he's keeping his attacks local, then he should live around the circled area."

And ran out of the room like a bullet from a gun, Twilight sat there thinking, 'Your welcome?'

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Spiderman swung through the streets, minding his own business; until his phone rang. "Go for Spidey." he answered.

"Adam; it's Fluttershy, just checking your okay."

"I'm fine, just looking for that big bad guy. I'll get pizza on my way home."

"Okay Adam, I love you."

"I love you too." then Adam politely hung up.

When Adam arrives at the part of town, he see's Juggernaut. The villain is stomping into an apartment, hold bags of money. "Oh no you don't." the hero says as he jumps down.

Spiderman land's in front of Juggernaut, "Hello there." he jokes. The brute puts the bags down and starts to crack his knuckles, "You should have stayed away Bug-Boy." Suddenly, Juggernaut punches Adam and sends him flying to the streets. Adam jumps up, only to see the giant man running straight for him. "Oh, not good." he says.

Spidey leaped on top of Juggernaut and tried to pull his helmet off, but the brute was trying to pull him off.

Adam was grabbed and thrown away, he landed on top of a car. Juggernaut ran towards him, but Adam thought fast; fired a web-grenade at his face. Once the villain was blinded, Spidey jumped on top of him and tried to pull the helmet of again. This time he succeeded; before it was removed, he cried, "Now let's see who you really are." the helmet came off his shoulders.

"Iron Bicep." Adam cried. Canterlot High's jock, Adam tied him in a giant web-net. Juggernaut fell to his knees, "My helmet, my powers!" he cried. Adam finished him with a strong kick to the face, knocking him out cold.

When the police arrived, it took 6 of them to lift him into the prisoner van. Adam leaped up tot eh roof tops to get a good look at the scene, "Old Juggy's going to Rykers. That was easier then I thought." Spidey swung his way home; a perfect end, to a not-so perfect day.

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Watching the whole thing, something made notes on the fight.

"Subject Juggernaut, confirmed." he said in a computerised voice. A robot bird came flying in, carrying something in it's beak. It dropped the object into the creature's hand, "Raw energon shard, begin the next phase."

The creature placed the shard in the fuel container; and then muttered, "Megatron, will return."

Information

Spiderman swung to Rykers prison, Captain Shinning Armor was waiting for him at the entrance. The hero landed on top of a police car, "Ready?" He asked. The captain nodded his head, they both walked inside. During their walk, the pasted the cells containing prisoners caught by both the police and Spiderman. "Careful not to touch the bars, that's how they get you." Shinning Armor explained. The two approached the elevator, to go down the lower levels of the prison.

The captain pushed the down button, the elevator soon arrived. When they both walked inside, the buttons listed one to ten. Shinning Armor pressed the maximum security button, taking them down to the super-villain level.

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When the lift stopped; Spidey got a chill down his back, like he was surrounded by so much evil.

The elevator doors opened and the pair began walking down the hall, the hallway was filled with cells; some of them empty, some of the full.

Shinning Armor looked to his left, only to find a werewolf sitting in the cell. Man-Wolf was surrounded by shredded furniture, he was sitting in the center of the cell.

Spiderman looked to his right and saw a cell completely covered in scorch marks. In the middle of the cell, Pyro had he back to the bars and was staring out the cell window.

The pair continued down the hall, passing more and more cells. Shinning Armor looked to his left again, seeing Alcester Smyth fiddling with parts of a toy car, "Hello captain, and Spiderman." the villain said. The two continued to walked, until they reached the cell they were looking for.

"Iron Bicep, I presume?" the captain asked. The prisoner turned to see the captain of the police, and the one who put him in here. Spiderman looked at "Juggernaut", he didn't look so threatening without his costume. "Me and my associate are here to ask you some questions." Shinning Armor explained. Bicep just sat on his bed and listened to what they had to say.

"How did you get you powers?" Spidey asked.

Bicep began to explain, "I was in the gym at Canterlot High, when a wave of blue energy came pulsing through the building." Adam then asked, "When did this happen?"

The prisoner replied, "About three months ago." That's when it hit Adam; the night Ock's machine exploded, spreading raw energon throughout the city. Before the pair left, Iron Bicep said one more thing. "Do you want to know the best part about my little experience." The two crime stoppers listened to what he had to say.

"I wasn't the only one."

Spiderman and Shinning Armor were shocked, to think there were more people out there with crazy powers.

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When the pair left the prison, Spidey began explaining. "Now it makes sense; raw energon is raw power, it must have spread throughout the city. Giving people like Iron Bicep incredible powers." Shinning Armour understood the situation, he had to put the city on alert; there was no telling who or what was going to pop up next.

They both shook hands and Spiderman swung off home, leaving the captain alone with his car. He pulled the radio from it's stand and said, "Attention all units, keep a look out for strange things throughout the city. We have a serious problem that needs are full attention."

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When Adam got home, Fluttershy was waiting on the couch; she saw the boy climbing in through the window. "Adam, is that you?" she asked. He replied, "Yeah, just coming through the window." To any other girl, that would sound strange; but not to Fluttershy.

When Adam changed out his suit, he joined his girlfriend on the couch. "How was your night?" he asked. Fluttershy replied, "Fine, the girls are coming over tomorrow to help decorate the apartment a bit; I hope you don't mind." The boy shook his head, saying it was all good. The couple just sat and watched the TV, Fluttershy rested her head on Adam's shoulder; Adam just gently rubbed her arm. They were both so peaceful, even after all the scary things they went through together.

Without warning, Fluttershy fell asleep; Adam decided to carry her to bed. Using his strength, he didn't really need it anyway; she was as light as a feather, he carried her to her room. He placed her in her bed and covered her body with the sheet, he kissed her on the forehead before leaving the bedroom. He whispered, "Good night, my love."

Adam spent the rest of the night watching the news, there was nothing else on. But there was still something bothering him, the fact that there could still be people out there with powers that they're using for evil. He would have to find these 'meta-humans' and try and help them, before they go down the wrong path.

Party Tonight

Driving through the streets of Canterlot, a limo was cruising through the streets. Contained within the limo were three student's from Crystal Prep, with one other person. "Please let me go." the hostage begged. The driver turned back and said, "This is Captain Blue Blood speaking, you just won a free ticket to the 'get dumbed in the street' club. You interested?"

"Blue, what's this guy's name again?" one Blue Blood's friend's asked.

"Micro Chips or something, I don't know. But who cares."

"And are you sure he can't hear us?" Micro Chips was blindfolded and was wearing a helmet so he couldn't hear anything, they also duck-taped horns on the helmet to make him look stupid.

Later that day, they pulled over to grab a snack. While Blue Blood was grabbing his food, he friend said, "This'll show geeks like him, there not worthy to be in are group."

"Guys, I'm getting loser-sickness." the other guy said from the car.

"Sorry Tick Tock, your on geek patrol." Micro Chips was trying to brake the tape holding his wrists together; he muttered, "I am so sick of this sort of thing." He moves forward; crawling through the car, into the drivers seat.

"Blue, he's squirming around back here." Tick Tock explained as he stepped out the car. But Blue Blood shrugged his shoulders, "He's not going anywhere." Micro Chips found the hand brakes with his foot on the pedal, he suddenly sped off into the streets. "Um, wrong." Tick Tock muttered. Blue Blood was mad, that was a rented limo.

Micro Chips was still blindfolded, and he was driving through the streets. Luckily, the driving caught the attention of a nearby web-swinger. Adam heard the crashing and swung to the scene.

When Spiderman landed on the hood of the car, he looked through the front window. "What's wrong with the subway?" he joked. Adam then noticed Micro Chips unconscious from all the bashing about, so he punched through the glass and grabbed the steering wheel. "Let's see; I'm backwards, so turning left would be..." he was cut off when they went crashing into a construction site. The car was on a direct course into a pit of concrete.

The limo flew off the edge, plummeting into the liquid rock. Adam leaped to the back of the car and crawled in through the back, he had to get Micro' out before the car sank. When the typed up boy awoke, he realised his situation, "What? Where am I?" Luckily, Adam reached him just in time. He pulled Micro Chips out the car and began crawling up a web with him on his back.

Blue Blood and his friends arrived at the scene, but so did the police. The cops held everyone back, Adam brought Micro Chips to them for first aid. The hero set the boy down next to a car, he was shaking in fear, "Are you okay? Any idea who did this to you?" All Micro' did was slam his fist on the ground in anger.

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Two days later; it a was a normal school day, Adam was walking through the halls with Fluttershy by his side. The couple were interrupted when Rainbow Dash came speeding past, holding a bit of paper. "Guys, guys, guys!" she cried.

Fluttershy turned her head to greet her friend, "What's wrong Dashy?" But the blue girl had to catch her breath, then she explained the problem. "Tonight; at Crystal Prep, their holding the best dance party of the season. And Canterlot High students are invited." Both Adam and Fluttershy were shocked, their school never gets invited to Crystal Prep parties.

"I don't trust it, their all just a bunch of know-it-all's." Adam stated. The rest of the Rainbooms then joined them, they were also talking about the party. "Are you guys going?" Sunset asked. Fluttershy nodded, but Adam wasn't sure. He then flash backed to what happen at the last party he was at.

He was having fun until he found out Doctor Doom had arranged the party to trap all the superheroes. On the plus side, they did discover who Doom was when they beat him. Turns out Doctor Doom's a girl.

"So what do you say Adam?" Rarity asked. Adam shook his head, "I can't, I have to patrol tonight." he begins to walk away. "What if I come late?"

"He's not coming." Applejack states.

"I am."

"He's so not coming." Sunset says.

"I can hear you."

Fluttershy states, "When it comes to Adam, 'might' means..." All the Mane 7 said this at the same time, "Never." Adam shouts back to them, "Hello, I said I'm coming. What am I, invisible."

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Adam was grabbing coffee from the stand; suddenly, Micro Chips walked past. "Hey Micro." Adam said. "You okay? I heard what happened."

"Then you should know I'm not okay." he replied. "Sorry, it's just I'm always the target when it comes to these situations." Adam understood; back on Earth 1, he used to get picked on before he got his powers. However, Adam never had it as bad as this.

They both started talking as they wandered down the street, until the ran into some familiar faces. "Wow, there's a guy who knows how to do cool." Micro' approached the guy who kidnapped him two days ago.

"Can I help you?" Blue Blood asked. Micro Chips muttered a little before introducing himself, "I'm Micro Chips, I've been wanting to join your gang." The group started to circle him, Blue Blood realised that Micro' didn't know it was him that nearly sank him in concrete; he could use this to his advantage.

"Micro Chips; you look like just the thing that my social group needs. Be sure to come to the party tonight, we can see if your worthy to join." Blue Blood explained. Micro' smiled, "I'll be there man."

Adam was concerned, he knew from the girls that Blue Blood was no good. So he left Micro Chips talking and wandered of home.

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That night, Fluttershy was ready to go out; she turned to her boyfriend and said, "You sure you don't want to come now?" Adam shook his, "I just need the all clear signal from the captain, it'll tell me on my police scanner. I don't know if I'm gonna make it."

Fluttershy approached him and wrapped her arms around him, "You don't go, then maybe I shouldn't go." she stated. The boy quickly disagreed and said, "No way, you deserve to have a little fun." She smiled at him and quickly kissed him before heading to the door.

"Bye Adam, I love you." Adam replied, "I love you too, have the time of your life." he waved as she was about to leave. However, before she left, she said one more thing. "By the way, I've got $25 riding on you showing up. If you don't come, then I owe Rainbow Dash money." Adam smirked and Fluttershy left.

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At Crystal Prep, the party was off the hook. People dancing, drinking punch by the snack table & more and more guests started flocking in. The Mane 7 arrived at the party, Rainbow was the first to speak, "Is this party cool or what?!" the girls all started to enjoy themselves by dancing, all except Twilight and Sunset; they decided to go over to the snack table.

"Hey, who's that over there." Sunset asked. Twilight replied, "That's Micro Chips, he goes to are school."

Micro' was dancing slightly in the corner, he stopped when he saw someone across the room. Derpy, the girl he had a crush on. She was talking to her friends when she noticed him looking at her, she blushed as he was about to go talk to her. Before the boy could move, someone grabbed his shoulder, "Micro Chips." the figure in the cloak said. "You have been summoned to the Crystal Counsel, follow me."

Micro was brought into a dark room, he was surrounded by people in cloaks holding candles. Blue Blood approached him, also wearing a cloak. "Micro Chips; you are surrounded by the brothers of the Crystal Counsel, you have chosen to see if you may join. Do you understand?" Micro' nodded, "Yes I understand."

"Brothers." Blue Blood continued. "What is your judgement?" The cloaked figures raised their arms in front of them, holding their thumbs straight; sadly, their thumbs went down. "What?" Micro' questioned. Blue Blood ordered, "Begin the rejection ceremony." The cloaked men blew out their candles.

When someone flipped the lights on, Micro' was up against a wall; the cloaked figures were staring right at him, holding paintball guns. Blue Blood muttered, "Poor you." After those words; the group opened fire, blasting Micro Chips with paint. Left and right he was shot, each blast was very painful. He couldn't take it, so he ran out of the room; but that was a mistake.

When Micro' ran into the other room, he was laughed at by everyone in on the dance floor; the only ones not laughing were the Rainbooms and Derpy. Micro Chips was furious, "I hope you all pay what you've done." with those words, he ran outside and started running down the streets.

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"I'm so stupid." Micro' cried as lightning flashed in the sky. "Oh gosh, I'm so stupid!" he wandered down an alley, he looked up and saw a billboard. Micro Chips used the ladder and climbed up to get a better look at it; the billboard was glowing, being powered by a junction box. It read, 'Be Yourself.' but that's not how Micro felt. Something on the floor caught his eye; it was a small glowing rock, a shard of energon. The boy stared at the rock and muttered, "I wish, I could make them pay."

Micro Chips threw the shard at the billboard, it got caught in the electrical current; that's when his wish was granted. The power began to fade as it sparked and buffered. The sign suddenly exploded, sending Micro' flying threw the air. He was then unlucky enough to cross paths with a lightning bolt, that added the electricity from the sign; the power of the energon and electrical power mutated his body.

Into something terrifying....

Micro could feel power flowing through him, he hovered in the air and floated towards Crystal Prep. When he saw the school, his eyes glowed in anger.

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Adam was walking back and forth in his apartment, muttering to himself, "Why can't I just be cool, go to parties like everyone else?" he says while he's walking on the ceiling. "Because I'm not like everyone else." He jumps back down to the floor.

"I bet the Justice League get to go to parties." Adam stairs out the window, trying to decide what to do. "Would the world come to an end if Spiderman to one lousy night off?" On cue, a scream was heard from the streets. "Okay, made your point."

Adam changed into his suit and swung down to the party.

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All the students of both Crystal Prep and Canterlot High were dancing around the hall, when suddenly the lights went out. They all stopped in their tracks; Sunset cried, "What the hay?!" The front door began to spark, and the it exploded open. They were all shocked to see a creature made out of electricity flying into the room, Blue Blood asked, "What is that?" But the creature replied, "Not 'what', 'who'." he then looked down at the one who humiliated him.

Micro' narrowed his glowing eyes, released a blast of 250 volts. The electricity blasted Blue Blood, lifting him in the air; he screamed in pain as the power surged through his body.

Derpy ran up to the creature and cried, "No! Please stop!" When she grabbed Micro's foot, she got a shock of electricity; knocking her unconscious. Micro' reached out to her and said, "No, I didn't mean to." then his anger took over again. "YOU TURNED ME INTO THIS!" he then blasted another surge of energy at Blue Blood.

The power was strong, he was flung out the window. Micro flew out the door to meet him; before his eyes glowed again, Micro' said, "Poor you." Blue Blood knew he was done for, Micro was ready to charge him with a another surge; but....

"It's lights out time, static man" Adam blasted Micro's hands with webs, sealing them in web-nets. Spiderman jumped down to a lamppost, an hung upside down from a web-line. Micro' channelled all his power to his hands and made the webs burst; Adam joked, "Cute trick, where were you during the black out." The electrical creature released a large blast which sent Adam fling into Principle Cadence's office, she screamed when he flew in.

Adam got up and said, "Sorry." he then leaped back outside. Micro got mad when he saw that Blue blood got away, he began blasting everything in site. Spidey landed on the floor, and fired a web-line at his feet; "You are grounded." he stated.

When Micro' was pulled tot he ground, it was like his power was being drained; his body was becoming thinner and he electricity turned yellow. "In more ways than one." Adam said. But Micro' couldn't take much more of this, he grabbed the web and turned it into a life wire. Adam was shocked and sent flying again, Micro was still weak and needed a way to recharge; so he flew up to the power lines.

He ripped one in half, the electrical current charged him back to full power. Micro Chips decided to give himself a new name, "I'm....am...Zzzax!!" He once again blasted everything in site with electricity.

"Excuse me." Zzzax turned to his left and got a strong punch to his face. Adam shook his fist, "Seriously, ow!" he cried. He then leaped over to meet Zzzax on the roof, Spidey turned him so they were facing each other; that's when Adam recognised him. "Oh my gosh, Micro Chips. What's happened to you?"

Micro muttered, "They don't understand me, they don't know."

"Micro, you can't do this to innocent people."

"No one is innocent, NO ONE!" Zzzax released a large EMP blast, shutting down anything electrical within 3 miles.

Adam had to stop this before anyone else got hurt, so he jumped on Zzzax and they both fell to the ground. Spiderman had one chance, "Micro' listen to me. I know what it's like to be given powers, and to be scared." But Zzzax was to angry to listen, "No...you...don't!"

Adam jumped off him and web-grabbed a sewer lid, and he swung towards a fire hydrant. The water came flowing out, blasting Zzzax to the wall; when the water stopped, Adam walked closer.

The villain tried to get up and he muttered, "Blue Blood, needs to pay." Adam replied to him, "That may be. But this is the wrong way Micro'." Zzzax couldn't stay awake any longer, he fell unconscious; the police finally arrived. Everyone from the party was standing by the door, they saw the whole fight.

Fluttershy nudged Rainbow Dash, "He showed, you owe $25." she said.

Shinning Armor and his men wore insulation suits, they carried Micro Chips into the transport van. Adam swung back to his apartment, his work was done.

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When Fluttershy got home that night, she saw Adam on the couch; watching the news. She sat next to him and greeted him by wrapping her arms around him, "You could have stayed for a bit, we didn't even get to dance together." Adam then had an idea, he played some music from the radio.

"May I have that dance now?" He extended his hand to the girl. She grasped it and replied, "You may."

She stood up and they both started slow dancing to the music, they enjoyed the company of each other. A good memory came to Adam's mind, "You know; the first time you said you loved me, was when we were slow dancing." She looked up and their eyes met in a gaze.

"And then you replied with this." Fluttershy stated before locking her lips with his. For the rest of the evening, they danced away to the music; nothing could destroy this moment between them.

Show Time

Remember when I said that the Rainbooms had formed a crime finding team for Adam, that was a bit of an over statement. They agreed to help Spiderman, however they had no funding for gear and equipment to scan the city for crime and super-villains. So they all met at the mall to discuss the problem.

The Mane 7 sat around a table, talking about how they were going to raise the money. "We could have a bake sale." Pinkie Pie suggested. Sunset replied. "No, that's to obvious." During the talk, Adam was reading the news paper. "A fashion show." Rarity said. But Rainbow Dash stated, "Rarity, that's your answer to everything." The fashion girl replied that statement with, "Because it's never a bad idea, darling."

Adam lifted his head out the paper when he noticed an ad that could get them the money, "Girls; we could put on a show, this park opening needs a group of performers for it's entertainment." The girls decided to listen to the boy as he continued. "The ad says, 'To any performers; if you can put on a great show, the reward will be $5000.' That's twice the amount then what we need." The Rainbooms thought it was a good idea, they perform a song and get paid a jackpot.

Sunset told everyone the plan; Adam even played a roll in the band now, he was their technical man. Meaning, he created all the lights and special effects. "We need something that will wow the owner, what can we do?" The conversation was cut off when a phone rang, the ring-tone wouldn't stop.

"Can someone please answer their phone." Adam said.

"It's not my phone." Applejack said as she checked.

"It's ain't my cell-phone." Rainbow stated.

"Oh, it's mine." Adam said as his face went red with embarrassment. "Hello." he answered. When he answered it, the voice was dark and creepy.

'I'm looking for Spiderman.'

Adam replied, in his disguised voice. "This is Spiderman, who's this."

'You can call me, Taskmaster; and I've got a task for you. One the roof of the mall, a group of mercenaries are about to break in, they'll kill all the shoppers if you don't stop them.'

At first, Adam thought it was a joke, but the tone of this person's voice made him sound series. "I don't know who you are, but I'll find and stop you." Adam stated. But the caller hung up, Adam had only one thing to do. He couldn't let those mercenaries get inside, especially since the Rainbooms were here. So he turned back to the girls and explained the situation, they all gasped; Sunset said, "Go Adam, we'll sort this out."

Adam shot up; before he left, he heard Fluttershy say, "Be careful." Adam nodded and sped towards the exit.

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On the roof; it was as the caller said, a group of men were trying to break in through the vent system. They were led by a man wearing a ski mask, a target was sown onto the mask's forehead. "Hurry up, Spiderman could arrive any minute." the masked man ordered.

On cue, Spiderman leaped onto the roof, landing in the centre of the group. "Hi guys, what you doing?" The mercenaries turned to the wall crawler, the man in the ski mask stepped forward. "Do you know how much Taskmaster's paying me and my men to take you down." Adam turned this into a joke, "Well, I always wanted to know what I'm worth." All the guy did was deliver a left cross.

Spidey dodged the attack and punched him in the stomach. He was thrown back into his men, "Get that freak!" the masked man ordered. One by one the crooks charged Adam, but they were easy to kick down.

The first, Adam picked up and spun him around, before throwing him onto the pile already made. The next two ran past Spidey; he front flipped and webbed their backs, pulled them together and then tying them up. They just kept coming at him, but they were kicked down like toy soldiers. Until only their leader was left.

"So, this is the part where you raise your hands and say, 'I surrender'." Adam joked. But the masked man opened his coat, revealing darts pinned to the inside. He grabbed a dart and threw it through the air like a missile, "I don't miss Spiderman." he stated.

Adam dodged the dart by back flipping out the way, "First time for everything." But the villain replied, "Made you look." Spidey turned around, the dart had his the power box; electricity was leaking and it zapped Adam. The hero fell to the ground in pain; the man walked closer to his enemy, "Call me Bullseye." Spiderman got up and was ready to fight.

Bullseye was rapidly throwing darts, Spiderman dodged each of them; using his webs, he grabbed one and threw it back at the villain. Once he lost his balance, Adam began the attack; he web-zipped over to him and started punching him. Bullseye wasn't out for long, he got his focus back and punched Spidey away. Adam leaped into the air and rapidly fired webs at the villain, until he was tied in webs; after that, he used the opening to start punching again. The final punch was an uppercut, sending him in the air; Adam pulled him back down, slamming him on the ground.

Spiderman webbed up Bullseye, leaving him and his crew for the police. While Adam walked amongst the unconscious, his phone rang again; Taskmaster was on the line again, 'Nice moves, I've learned a lot.'

Spidey responded, "Thanks, I think. Now, where are you?"

'You'll be seeing me soon Spiderman. And I'll have more tasks waiting for you.' he hung up again.

"That guy has issues." Adam commented. He put his phone away and swung off home.

==============================================

Adam arrived at his apartment, Fluttershy was in her room; the band got the job, she was getting ready for the show tonight. Adam knocked on the door, she answered, dressed in a beautiful outfit. "Wow, you look amazing." the boy stated. The girl hugged Adam, "Did you stop those mercenaries at the mall?" she asked.

Adam explained about the nut whose calling himself Taskmaster, Fluttershy placed her hand on his shoulder, "You don't have to do it alone, you know."

"Do what?"

"All this, talking on super-villains or fighting bad guys." Adam stood up and thought for a second. "Look, I know you and the girls are always there for me." he explained. "But against this, whose gonna help me?"

===============================================

Adam and Fluttershy arrived at the stage, the Rainbooms were already set up. Sunset turned tot the couple arriving, "What took you guys so long?" Adam replied, "Sorry, trouble at work."

"Doesn't matter." Applejack states. "Let's just get started. Adam, introduce the show." The boy got up on stage, and stood in front of the micro phone.

"Ladies and Gentlemen, welcome to the grand opening of Canterlot Park. To kick start this evening, we have.... the Rainbooms." The crowd cheered as the curtains lifted, revealing the band. Pinkie Pie; on the drums, counted them in, "One, two....one, two, three, four."

When the song ended, the crowd cheered like crazy; even Adam was clapping. The boy walked out on stage, along with the owner of the park; he was holding a check. "Ladies and Gentlemen, I am proud to award this $5000 to the Rainbooms for their fantastic performance." Sunset took the check and raised it in the air, the whole band cheered.

With the money, the team was able to buy a HQ; the fight against evil just got a lot easier.

Spring Break: Part 2

Molten man was burning everything in his path to find Rarity, she and the others were hiding under a dinning table. Adam had no chance to run of and change, so he needed to think of a plan. "Girls, don't hate me for asking this. But, can you distract him?" The Rainbooms looked at him.

"Are you crazy?!" Sunset said. "We can't distract him!" But the girls had no other option, they jumped out of their hiding spot and started waving their arms in the air.

"Over here, you big dork." Sunset shouted.

That caught his attention, only so he can throw a fire ball at them. Adam see his chance and runs off, tugging Fluttershy with him; he leads them out the door and into a broom cupboard. When they were alone, Adam begins to change; the girl looks out the door to make sure no ones coming. She turns back to Adam, and he suited up, he walks out and tells her to stay here.

In the dinning room, the girls are hiding again; the more angry Molten Man gets, the stronger he gets. Rarity turned to her friends and said, "Girls, he wants me. I'll lead him away." The girls tried to stop her, but with those words, she ran for the door onto the deck. The fire creature turned and saw her leave, so he ran after her.

Adam jumped into the room and shouted, "Don't move, hot head!" That's when he realized that he had gone. "Where'd he go?" Spidey asked. Twilight pointed out the open door, Spiderman got the message and ran after them.

=================================================

Rarity still was trying to dodge fire balls being lunged at her, Molten Man was determined to catch her. What he didn't notice was Spiderman swing at him, "Surprise!" he shouted when Adam kicked Raggamuffin into the sea. Rarity turned turned back to Adam and grabbed hold of him, she began crying into his chest, "Is it over?"

Adam gently stroked her hair, "Yeah, it's over." he replied.

If only that were true, the boat began to shake, something was rising out of the water. When Spidey looked over the side, he saw something glowing under the water, it was making the sea boil. When the thing lifted itself above the water, it was huge.

The creature grabbed the sides of the boat and began shaking it, the monster cried, "GIVE....ME....RARITY!!!!" Molten Man was really mad now, so Adam had to think fast.

Spidey saw that the beast was absorbing everything metal, so he had to hit him with something none metal. Before Adam could do anything, a blue blast of energy shot at Molten Man, it came from the sky. Adam looked up, and saw a blue plasma ball flying through the air, the boy saw someone inside it. The flying human blasted Molten Man with waves and waves of energy, causing the creature pain.

"Spiderman, I need you to drive it out to sea." the new hero said. Adam leaped into one of the boats and dropped it into the water. He pulled the pin and sped off out to sea, the creature turned to see his enemy getting away, he forgot all about Rarity and chased after him.

The new hero was still blasting him from above, Rarity, Sunset, Twilight & Fluttershy watched at the three super-humans wandered out to sea. Sunset Shimmer asked, "Who was that other guy?"

Rarity replied, "I don't know, darling. But I like his suit, especially that helmet."

=================================================

Molten Man turned his head and saw a flying human coming right at him, the new hero hit him right in the face.

Spiderman was standing on his boat, shooting webs at the monster, but they burnt upon impact. The new hero blasted Molten Man with one final blast, causing him to fall into the sea.

When he fell, the lava around Raggamuffin was extinguished, he returned to human form. Adam pulled him out of the sea and slapped meta-human cuffs on him. Spidey looked up at the new hero and said, "Thanks, whoever you are." The floating hero replied, "No problem, and call me Nova."

Nova then lifted the boat out of the water, and carried Spiderman and Raggamuffin back to the ship.

==================================================

Upon arrival, Nova hooked the boat onto its hinges, Spiderman brought the villain on board. The ship's security came and took Raggamuffin to the brig, that's when Nova flew away with out saying any other word.

Later that day, the whole band met up in the diner. All except one, Applejack asked, "Has anyone seen or heard from Rainbow Dash? She and me were supposed to meet up again." That's when Fluttershy saw her over by the buffet, with a boy.

"Who's that?" Pinkie Pie asked.

"Oh that's Soarin. I know him from school."

The whole event was being watched by a robotic bird circling the ship, a mechanical creature was watching through the birds camera.

The creature ordered, "Laserbeak, return to base. Operation Revenge, begins now."

The Return

Today was the day, Adam and the Rainbooms walked into their new headquarters. Twilight was given her own lab, to make gadgets and stronger web fluid. Sunset liked how all the monitors could see throughout the whole city. Applejack and Rainbow Dash explored the game room in the lounge. Pinkie Pie was amazed by the size of the kitchen. Rarity was her own room to make suit for the heroes. Adam and Fluttershy wandered into main room, they were amazed by the work.

Adam commented, "This will make our job a lot easier." On cue, the building's alarm rang, trouble was brewing down town. Adam went to change and swung down town, the Rainbooms each got a monitor and watched the situation through the camera's in Adam's mask.

When Adam arrived, he saw something fly away with he the stolen tech; Adam quickly swung after the escaping creature. Adam web-swung after it, the creature looked like a bird, but that didn't stop Adam from shooting it with web-shot. Unfortunately, he missed every shot, the bird was able to dodge all the attacks.

The bird finally landed, Adam hid behind a building and watched the bird land on it's master's shoulder. From the distance, another villain was approaching. The guy got out his car and walked towards the one he was meeting.

"Guys, are you seeing this?" Adam asked. Sunset ran a scan on the guy who just arrived, "Guys, that's Tombstone. One of the most powerful crime bosses in the city."

Tombstone approached the large robot creature, he said, "Hello Soundwave."

The Decepticon marched closer to the gangster, while stroking the metal bird on his shoulder. "Your're late." he said in his cold, computerized voice. Tombstone replied, "Not now you robotic freak, I brought the requested items." Laserbeak flew up again and scanned the items.

"Nuclear fusion lead rods, confirmed." Soundwave stated. Laserbeak re-landed on Soundwave's shoulder, Tombstone asks, "What do you want these for anyway?" Before the Decepticon explains, a mechanical tentacle extended from his back; the claw grabbed the rods and placed them behind him. Soundwave explained,

"This is a trans-beaker generator, devised from wreckage found on Earth 1. When activated at the highest point in the city, it will transmit a signal, strong enough to summon this dimension's Megatron to this Earth." Adam gasped when heard that last part.

"Twilight, run those diagnostics." Spidey said. Twilight ran the results through her computer, then she gasped, "A signal like that won't just call Megatron, it'll..."

"Decimate the city, and spread to eradicate all life on Earth." Soundwave finished. All the Rainbooms, Adam, and even Tombstone gasped at what was heard. The gangster said, "No, that wasn't in our agreement. You never said anything about destroying Earth."

As Tombstone continued to talk, Soundwave interrupted by say, "Your needs, are irrelevant. Like the mini-cons, you have served your purpose. Find another world to inhabit." Then Tombstone made the mistake of attacking Soundwave. Before the gangster could land a punch on the Con, Soundwave used his tentacles to knock him back. Tombstone saw no point in continuing the fight, so he got in his car a drove off.

Adam was still listening to his friends over the com, "Adam, stop that brute before he turns that machine on." Rarity demanded. Adam swung down to the scene, but Laserbeak watched him, and reported it to his master. "Laserbeak." Soundwave ordered. "Scramble communications and scan for enemy contact."

Spiderman landed in front of Soundwave and said, "Look'y here. Sixteen dimensions from home, and who do I bump it? But my favourite joy killing robot." The Decepticon's hand converted into a neutron assault-rifle, he fired rapidly at Adam. However, Spiderman dodged the bullets quickly, he fired webs at his attacker. Soundwave was shot in the face with web, the computer screen was covered, meaning he could see. Spidey was about to attack, but he was knocked back by Laserbeak.

Soundwave pulled the web off his face, he then fired at Adam again. One bullet slashed a cut on Adam's arm, ripping through his suit. The boy fell to the floor in pain, Soundwave to his chance to escape.

The con transformed into his drone form, flew above the fusion rods and picked them up and the generator with his hook. Laserbeak followed his master as they both flew away. Adam was knocked down hard, he picked himself up and tried to swing back to base.

===============================================

Back at HQ, Adam was lying in the medical bay. Rarity had taken his suit to mend it, while Twilight tended to Adam's injury. "Ow!" the boy cried as the science girl cleaned the wound. Fluttershy was holding Adam's hand during the treatment, Sunset stormed in and asked, "Adam, who is this sound wave guy. He mentioned being on Earth 1, do you know him?"

Adam replied, "Know him? I helped build him." All the girls in the room asked, "What?"

The boy explained, "He was supposed to be a smart system, for the Autobots. He was meant to be a new kind of Teletran one, but something went really wrong. Soundwave was smarter then we thought, he began researching the side he was supposed to be fighting. He saw that the Decepticons believed that machines were superior to all other life. So, using the machines in my lab, he built himself a Cybertronian body from the scrap parts of dead Decepticons."

"Once he had his body, he used more dead Cybertronians to build himself a new Decepticon army. Me and the Avengers fought back against his attack, and we destroyed Soundwave. Later we discovered that he could download his brain into a new body if his old one was destroyed."

"After our last battle with him, he disappeared. No had seen any trace of him after that. It was about three weeks after that battle, that I moved to this Earth. I had no idea that he might have followed me through."

Sunset explained, "Well, I don't think we've seen the last of Soundwave." Twilight finished helping Adam and helped him up. Fluttershy sat next to Adam on the medical bed, the other girls left the room, leaving the couple alone."

"I don't know what to do Fluttershy, it's like I'm always having to deal with my past when it comes back to get me." Fluttershy turned his head and gently pressed her lips against his, "What ever you've done in the past, does not label who you are now." He smiled at her comment.

"All I know is that your the boy I love, you always will be." Adam smiled and kissed her again, all that was going through his mind was; he was happy, but Soundwave was still out there.

Rage

One morning, Fluttershy and Adam were at the bank, the boy needed to cash in a check from work. Fluttershy tagged along to keep Adam company, her friends were all busy today anyway.

"Adam, how long have been dating now?" the sweet girl asked. Adam replied, "About, three and a half months." That's when she gave him a seductive look, she nudged him a little, causing him to blush a little.

"Would now be the perfect time?" she asked.

"What do you mean?"

"I mean, we live together, we've confessed our love. Why do we sleep in separate beds?" That's when Adam really started to blush. He loved this girl, but he didn't want things to go to fast. I mean, if she really wanted to, Adam had no problem with it. The boy turned to Fluttershy and explained, "Fluttershy, you and me are the perfect pair. When I asked you move in with me, I thought that was taking it to fast."

The girl replied, "If your nervous, don't worry. I've never slept with anybody before."

All the talking was put on halt when gun fire was heard in the bank. "Everybody get on the floor!" a scary voice said. Everyone in the room did as commanded, and gently lowered themselves to the ground. Adam got a chance to look up, he could see the bank robber; just one man with a simple revolver gun.

"Tombstone?" Adam said. The gangster from the other day was robbing the bank, he told the guard to open the safe. "Get that safe open, now!" he cried while pointing the gun in the guard's face.

Adam didn't have time to change, but he had to do something. So he ran towards Tombstone as he started running away with the money. Tombstone saw that the boy was chasing him, the crook went for his gun, he pointed it towards Adam and fired.

One of Adam's powers was being able to dodge things really fast, so he duck out of the way of the bullet. However, the lead killer still hit something. Adam turned around, only to find Fluttershy standing up, with her hand over her chest. The girl fell to the floor, Adam ran back to her, crying, "No!"

Fluttershy was very weak, Adam held the girl in his arm, trying to keep her awake. "Don't go, don't go." he said as he tried to keep her from leaving him.

Tombstone had escaped, but an ambulance had arrived at the bank; Fluttershy was quickly taken to hospital.

================================================

At the hospital, Adam was right by Fluttershy side, she was in a comer.

The rest of the Rainbooms had arrived to see what had happened, Rainbow Dash gasped when she saw her childhood friend hooked up to all those machines. "Some superhero." she muttered when she turned to Adam. Twilight had heard that statement and said, "Rainbow, enough of that."

"No Twilight, she's right." Adam insisted.

"I am?" Rainbow said.

"Tombstone fired at me, I dodged the bullet and let it hit Fluttershy. It's my fault that she got hurt." the boy explained.

Sunset placed her hand on Adam's shoulder, "I of all people know what it's like to make mistakes, you didn't know this would happen." she explained.

The rest of the visit was just the girls looking at their friend, she was barely breathing; Adam decided what he had to do. Twilight explained, "From the look of these charts, she could be out for weeks, maybe even months."

"Okay, you watch her, I'll bring her some flowers when I get back." Adam explained.

"Where are you going?" Applejack asked.

Adam replied while still walking away, "To kill Tombstone."

None of the girls tried to stop him, he sounded serious. That is until Applejack steps forward and says, "Adam, stop. You don't kill people, why should you start now?" The boy turned back to the farm girl and explained something.

"You forget." he said. "I've travelled the universe, I've loved and lost. But her." he turned to his beloved lying on the bed. "She is the only thing I've ever truly loved." No one said another word as Adam left the hospital.

===============================================

That night, Spiderman swung through the city, he searched the whole area for his prey. The boy landed on a rooftop, after pulling out his phone, he stared at a picture of Fluttershy. Under his mask, a tear fell from his eye; he muttered, "For you, my love."

An alarm was heard from a jewellery shop across the street, Adam swung to the scene, but no one was their. The boy turned to see a sewer lid half open, he found the robbers escape tunnel.

Spidey picked up the sewer lid and bent it with his strength, he was hoping tit was who he was looking for. Before Adam could jump down, a kid came up behind him. This kid looked about the same age as Apple Bloom and her friends, she said, "Hi, I'm Bab Seed, Canterlot High Paper. This is exactly what I need to show people I was right, Spidey robs jewellery store. Can you err... stand up straight?" She began taking pictures of him with her news camera.

Adam simply webbed her camera and smashed it against the wall, "See ya, brat." Spidey said as he jumped into the sewer.

Bab Seed cried, "What the hay!" But then she pulled out a smaller camera and began taking pictures of the crime scene, maybe there was somethings she could still use in her report.

Tombstone was wandering through the subway tunnel, no trains were coming, so he was safe; for now. The gangster didn't notice a the wall-crawler following him on the ceiling, Adam kept quiet until the perfect moment to strike.

Spiderman crawled into the light and revealed himself, "Tombstone." he stated. Spidey towards him, but the villain tried to punch at him. Tombstone ended up punching through one of the support beams, he cried, "What do you want from me?!" Adam replied with, "Do you know Fluttershy, the young you shot down in the bank?"

Tombstone remembered the girl that had the bad luck of being in the path of his bullet, he looked up and asked, "What does it matter to you anyway?!"

A train came past, just missing Tombstone; Adam leaped onto the other side of the tunnel, "EVERYTHING!!!" he cried.

Spidey webbed onto the passing train, it pulled him towards Tombstone and the hero delivered a strong kick to his stomach; it caused them both to go crashing into the wall. They both started beating the life out of each other, it was hard for Adam, due to Tombstone being indestructible.

The fight started with Adam firing web-shots at Tombstone, trapping him in a web-net. The boy used the opening to start punching and kicking him, but the gangster wasn't kept down for long, he broke free and knocked Adam away. Tombstone charged to Spiderman and knocked him into the wall, Adam broke free and attacked again.

The boy want to make him suffer, so Adam pressed Tombstone's face against a passing train, you could see the scorch marks on the side of the villain's head. "It's time to pay, Tombstone!" Spidey cried. All the villain did was head but Spiderman in the face, sending him crashing into another train. When he came back at Tombstone, the gangster delivered a strong left cross to his jaw.

Spiderman was knocked to the ground, Tombstone looked over his defeated enemy, "You.... piece of human flesh. I do miss human flesh." he said as he admired his hand made of granite. "Any final words?" he asked while pulling a large army knife from his belt.

Adam looked up, he was done for. All Spidey could say was, "I'm sorry, Fluttershy."

The moment was interrupted when Adam's phone rang, "Excuse me." he said to Tombstone. The villain lowered the knife and asked, "Your gonna answer that now?"

"It's a friend from work, I don't wanna be rude."

Adam answered the phone and Rainbow Dash was on the line, "Adam, it's Fluttershy. The doctors took her out of surgery, she's awake."

Adam could not believe what he had heard, that's when he realised what he was about to do. But since he had Tombstone here anyway....

Spidey hung up and back flipped away, he then shot web-lines at the ceiling, pulling any spare rubble down. The rocks came crashing down onto Tombstone, trapping him under the rubble. He muttered, "No, this ain't over." Spidey just shot his mouth with web and ran off, later he rang the police about Tombstone.

================================================

Later that night, Everyone had gone home, Fluttershy was watching the news in her room.

The reporter on the TV stated, "The crime boss, Tombstone, is behind bars. Thanks to are neighbourhood crime stopper, the Spiderman. Tombstone was found in the subway tunnels, buried under the chunks of the street above. The police investigated his shop early tonight and found a large portion of an illegal drug, used to turn your skin indestructible."

Fluttershy then heard a knock at the window, Adam didn't want her to move, so he let himself in. The boy approached the injured girl and gently hugged her, "I thought I lost you." Then Fluttershy looked him in the eyes.

"Rarity told me what you were going to do, you were going to kill that criminal." Adam stated, "I was doing it because I thought he took you away from me." He lifted up him mask and kissed her hand. "I would never live with myself if I let you die."

Fluttershy forgave him, because he was trying to do a noble thing. Adam went to the bathroom to change out of his suit, he spent the night in her hospital room; he was allowed to sleep on the arm chair.

Tomorrow, Fluttershy was allowed to leave.

==============================================

"Rumble, activate pile-drivers, operation: destruction." Soundwave ordered. The mini-con began crashing through the brick wall, revealing a chunk of Doc Ock's machine from the Crisis, it was being kept at the police storage camp.

Soundwave broke it to steal the device, Laserbeak was blasting away any guards, Rumble and his master were breaking into the vault.

Once the Decepticon had the device, his quickly changed into his drone mode and flew off. Rumble was riding on his back, Laserbeak used his rope to carry other pieces stolen from the vault.

The Fall Formal

Tonight was Canterlot High's most special occasion, the Fall Formal. This would be Adam's first one, him and Fluttershy were going to go together.

The couple were out shopping, buying outfits for the dance tonight, Rarity, Sunset and Applejack went with them. The store was about to close, but Rarity was to busy looking for ideas to notice everybody leaving the shop. "Rarity, let's go." Sunset said.

The fashion girl's attention was caught when her friend called her over, she joined the group and they all continued to walk through the mall. While they were walking, Adam's phone rang; he stopped quickly to answer it. "Hello." he said.

"You excited for the dance tonight? I know I am."

Adam recognised that voice, he replied, "What do you want?"

"For you to enjoy yourself tonight, it just might be your last party."

The creepy caller then hanged up, leaving the boy confused as to what he was talking about. He then re-joined his friends and their day continued as normal.

During the walk, the group passed a stage next to the entrance; on the stage, Trixie was trying to put on a show. "Behold the power of the great and powerful Trixie, I will summon and dragon." The audience watched as smoke emerged from the stage, and the shadow of a dragon appeared behind the curtain. The people were amazed, until someone behind the curtain tripped and pulled it down, revealing Snips and Snails holding a large dragon puppet.

The audience started laughing at Trixie, she got so mad, that she threw one of her magician explosives at the curtain. That was a bad move, the curtain caught fire and set the entire stage a blaze.

Some of the set-up came crashing down, it trapped a little girl underneath it. Adam ran off to change, people tried to help the girl but the fire prevented them from reaching her.

Spiderman returned to the scene, he saw the girl, her leg was trapped under the metal. He avoided the flames and reached her; using his strength, he lifted the set-up and threw it to the side. The held the injured girl in his arms and leaped to over the fire, the girl's parents were praying for her safe return.

Spidey landed in front of the parents, he handed them their daughter, an ambulance had arrived on the scene. As well as the fire department, Spiderman helped them by clearing the rubble. The men put out the fire and all was safe.

The police also confronted Trixie and her sidekicks, Spidey leaped in front of them as well. "What were you thinking?!" Shinning Armour demanded to know. Spiderman crossed his arms and shook his head, someone could have been killed because of Trixie's little stunt. Luckily for them, the police let them of with a warning, but Trixie was never aloud to perform again.

When all was finished, Spidey swung to the HQ to meet with his team.

================================================

At the headquarters, the girls were trying on their dresses, Adam was waiting in the control room.

Whilst getting dressed, the girls were all asking Fluttershy about Adam. "So Fluttershy, do you think this guy could be the one." Twilight asked. The kind girl instantly nodded her head, "Oh, most defiantly. He's kind, loyal, funny and all does his best to impress me."

Rainbow Dash still had her doubts about the boy, I mean, he does come from another dimension and he thought he had to hide behind a mask. However, sometimes the to of them have gotten along on some occasions.

During all the chatter, no one noticed a small, blue spider crawl out from the vent in the ceiling. The spider crawled down a web, it lowered it self onto Twilight's shoulder, I crawled up to the back of her neck. Once it caught the smell of her blood, the spider wasted no time biting into her skin. She felt the pain and swatted the spider off her neck, strange thing was, the pain from the bite was already gone.

================================================

Meanwhile, walking through town, Trixie was mad. She had been banned from doing the one thing she loved the most, performing. The show girl took a turn down an old alley way, where she ran into a figure in a cloak.

"Wait, my dear." the figure said.

"Who are you?" Trixie demanded. "What do you want with the great and powerful Trixie."

The figure replied with, "Great and powerful? You're a fraud. But I can give you real power."

Trixie was now interested, she listened to what the figure had to say. The cloaked man pulled something out from under his cloak, it was a helmet, a glass helmet.

"This is the source of incredible power, you can use it to become the master sorceress." Trixie took the helmet in her hands, when she saw her reflection in the glass, she saw a window of opportunity. But when Trixie looked back up, the cloaked figure was gone.

All the show girl knew was that this was her chance to get even with all the people who ever called her a fraud. She said, "The great and powerful Trixie with become the greatest sorceress in the world." she laughed like a maniac, her plan would take place at the Fall formal.

=================================================

The night of the dance, the Rainbooms arrived in their limo, Adam had the honour of driving the limo to the dance. When they arrived, students were flocking into the school, some came with dates, some came with friends, some even came alone.

Adam parked the car, he stepped out and opened the door for the girls. Fluttershy was the last to leave the limo, she and the boy locked arms and walked inside.

This years Fall Formal was no different then the others, people were dancing, Pinkie Pie was at the food table & Celestia was getting ready to announce the princess of this years Fall Formal. The principle walked onto the stage and asked the music to be lowered down.

"Welcome students, to the Fall Formal. I'm sure your all excited to find out who this year's Fall Formal princess is. Here to help me announce the winner, is our school's very own magician, Trixie."

Trixie walked onto the stage, she stepped behind the podium and spoke into the microphone. "Welcome, ladies and gentlemen. I am proud to announce, that this year's winner is.... me!"

Trixie then threw her dress off, revealing a green suit underneath, a long purple cape was flowing behind her. Trixie turned to the podium and opened the secret compartment, she revealed the glass helmet inside. She fixed her hair before lowering the helmet over her head. Her hands began to glow, Trixie generated waves of strange energy around the room.

In a commanding voice, she demanded, "Bow before the might, of the brand new....Mysterio!"

Adam saw the new villain on the stage, "That's impossible." he muttered. Fluttershy was scared, so she hugged close to him. The Rainbooms all began to back away, the rest of the crowd ran for their lives, all of them leaving the school.

"Run in fear of my mighty power!" Mysterio cried.

Outside, Adam hiding in a bush, trying to change into his suit. "Come on, sleeve." he muttered. It took some time, but he finally got his suit on, he then ran back inside.

Celestia and Luna were hiding under a table, some of the students; including Sunset and Rarity, were also hiding. Spiderman barged into the room, Mysterio noticed the masked hero walk in, she said, "Welcome to your doom, Spiderman." Adam wasn't going to hit a girl, so he did his best to avoid her attacks.

Trixie started by blasting bolts of energy at Spidey, he dodged each on and repaid her by shooting a few web-shots. The web tied her arms to her sides, but her helmet was still glowing, a green smoke emerged from the corners of the room.

Adam noticed a scaly tail in the smoke, the boy turned around to see a large purple dragon snarling over him, "Whoa!" he cried. The dragon dropped it's head down and attempted to take a bite out of Adam. Spiderman rolled across the ground, everywhere he went, the dragon would drop it's jaws on Adam.

Spiderman tried to shoot webs at the dragon, but they just passed through him, as if it was made of the mist.

That's when Adam remembered something very stupid about Mysterio. Spidey scanned the room, the blasted taser webs at camera hooked onto the wall. The camera sparked and broke apart, with it's destruction, the dragon disappeared. Mysterio looked at the hero, she ripped apart the webs and continued to blast Spidey with her power. But when one blast finally hit Adam, he felt nothing, the plasma ball just passed right through him.

Adam looked at Trixie floating in the air, he said, "Let me guess." Spidey shot a web-line, it latched onto the curtain, the hero pulled the curtain down. Behind the curtain, Snips and Snails were hold onto rope, it seemed to be attached to Trixie's belt.

Spidey webbed the two block heads up, with no one holding the rope, Mysterio fell to the ground. Adam approached the villain and said, "As I thought. Once again, Mysterio, is just a make-believe magician." Trixie wen to attack Spiderman, but Adam just webbed her hands together. Trixie cried, "No, I was so close to everything. The money, the respect." Spidey pushed her to the podium and webbed her to it.

"Tell it to the cops, Trixie."

=================================================

When the police arrived at the scene of the crime, Shinning Armour personally took Trixie to his car. But he was stopped by Spiderman, he wanted to aske her somethings.

"One; where'd you get the helmet? Two; how'd you know about the name Mysterio?"

Trixie explained, "Strange man approached me in the street, he gave me the helmet and the name 'Mysterio' was written on the card that cam with it." Once the little interrogation was done, the captain took Trixie away. She was heading for a cell at Rykers. As for Snips and Snails, they were given warnings by he police and a few months of detention by Vice-Principle Luna.

Adam changed back into his tuxedo and met the Rainbooms in the car park. Twilight stated, "Well that could have gone better." The gang decided to call it a night, everyone went home.

==================================================

When she got home, Twilight looked in her mirror, she saw the bite on her neck.

The night, she felt strange, she would of thrown up if she hadn't already passed out. During the night, she had terrible dreams, worst than the ones about Midnight Sparkle. Each dream had something to do with spiders, as if the spider bite taking control of her mind.

When she woke up the next morning, she discovered she fell on the floor during the night. When she got up, she looked in her mirror and go a real shock.

Her arm muscles had grown, felt stronger, like she could lift a car. The she looked in her mirror, she saw she wasn't wearing her glasses, she could clearer than the day.

What was happening to her, something strange was going on. Right now, there was only one person she could talk to about this.

Hashtag: Crime

"Here comes Spidey, swinging on the rooftops. No one's in trouble, no crime to stop." Adam was swinging his way to school, the Rainbooms were going to meet him there.

However, the hero heard sirens down the road, his school day would have to wait. The police were chasing a get away car through the streets, it was crashing through everything in it's path. Four criminals were in the car, one was a girl, wearing a purple and white jumpsuit.

The weirdly dressed girl was speaking into her camera phone, "What is up party people, I'm here life with my... co-workers. Trying to catch the attention of a certain spider." On cue, Spiderman landed on the hood of the car, causing the driver to steer out of control. Adam leaps round the back, and webs the car; with all his strength, he pulls the car to a halt.

The three male crooks step out the car, they looked like they were ready for a fight.

Spidey begins by kicking one straight in the stomach, he falls to the ground in pain. The other two try to grab him, but end up getting lifted into the air and thrown onto the first guy. When the bad guys are down, Adam ties them in a web-net, leaving just the girl to deal with.

The girl steps out the car, she hold the camera phone up to Spiderman, "Look folks, Spidey's already done with my team. Guess he wins the grand prize."

All Adam could ask was, "Who are you, exactly?"

"Call me, Screwball." she replied.

Adam's heart sank, could it be? Spidey webbed her helmet and yanked it off, revealing her face. "No, tell me it's not her." he cried. But it was, in this dimension; Screwball, the pony who Adam had watched grow up ever since she was nine, was a criminal. Screwball pulled something from her pocket, a smoke bomb; when the smoke went off, she ran away from the scene. Spiderman would have chased after her, but, he couldn't."

=================================================

Later, at the HQ, Spiderman was sitting quietly in the control room. Sunset walked past and saw the boy sitting alone, she went in to talk to him.

"Adam, what are you doing sitting alone?" she asked. "You've been in a mood ever since you got back from stopping those car wreckers." Adam turned to the girl and sighed.

"That girl who was vlogging the whole event, I've scene her before." he explained. "I know her, she's my friend. I know her as a pony back in Dimension 1; it kills me inside to find out that in this dimension, she's a criminal."

Sunset understood his pain, seeing a friend, but it not being who you think it is. She placed her hand on his shoulder, she sat next to him and explained, "You have to remember one thing, it's not the Screwball you know. Just because she might be a criminal in this dimension, doesn't mean that she's destined to become evil in your dimension."

Adam understood, so he had to stop this, Screwball; luckily, he still had her helmet from earlier. He placed the helmet in a machine that scanned DNA, it instantly got a match.

The machine pulled up and image on the screen, showing the history of Screwball.

"Okay, she's about our age, she's been in and out of juvie for the past 5 years." Adam explained. Sunset noticed a newspaper article, about a criminal serving time at Rykers. "Who's that?" she asked. Adam looked at the photo in the paper. "That's Discord Draconaquus, he called himself the Lord of Chaos back in the day. He would use his pranks to commit crimes all over town."

Adam felt more pain inside, now Discord was a criminal too. Adam read the newspaper head-line, "Lord of Chaos now behind bars. However, his sidekick/daughter is still on the loose."

"I think it's time to pay Discord a visit." Sunset stated.

===============================================

At the prison, Spidey had to swing through security, he landed by the window that peered into Discord's cell. Adam tapped on the bars to get the crook's attention.

"Excuse me Discord?"

The prisoner got off his bed and looked out his window, "Well, well, well, I finally get the honour of meeting the Spectacular Spiderman." Discord grinned in a creepy way. "What do you want?"

"Your daughter has been causing chaos all over the city, where is she hiding out?" Spidey demanded to know. However, all Discord did was laugh at Spiderman's statement.

Spiderman didn't have time for this, so he didn't waist any more time and just swung off. Once Adam was gone, Discord turned to the poster on the wall, he laughed and ripped it off the wall. When it was gone, a hole was revealed, Screwball was digging through it. When she crawled into the cell, she said, "Daddy." she wrapped her arms around her father.

Once they let go of each other, Discord said, "Time to show this city a good time."

Soundwave Superior

Deep under water, in the bay just of the coast of Canterlot Town, a plan was finally ready to be put into motion.

"Rumble, connect the cables to the generator." Soundwave ordered. His mini-cons running around the under water lab, trying to put all the pieces in the right place. Laserbeak flying around the room, putting the energon fuses in the machines. Ravage was crawling along the ground with cables in his jaw, taking them to where Rumble and Frenzy were plugging them in.

The trans-beaker generator was almost complete, Soundwave just need to find one more item to power it up. The Decepticon looked at his monitor, it was showing pictures and videos of the Rainbooms. "Geo-crystals confirmed. Operation; capture."

Soundwave knew that the geo-crystals that the Mane 7 had, were sources of great power, he only needed one to get a strong enough signal; so he began researching which one he had to get.

"Subject: Rainbow Dash. Her speed makes her the fastest. Not enough power."

"Subject: Sunset Shimmer. A for-site, can observe memories upon contact. Not enough power."

"Subject: Applejack. The strongest one in the group. The power level matches required amount."

Soundwave turns to his minions and orders, "Rumble, Laserbeak, Ravage; prepare to deploy. Operation: capture." The Decepticon turned his ground bridge and set the coordinates for Canterlot High. The three chosen mini-cons entered the vortex, leaving Soundwave and Frenzy in the lab.

===============================================

At the High School, the Mane 7 were all together, Adam was in another class today. Fluttershy didn't like being away from him, but she just had get on with the school day. The girls stopped when they heard screams from outside, so they ran to investigate.

In the courtyard, the girls saw three robots causing chaos. The humanoid robot cried, "Bring us Applejack, and you meat-bags get to continue living." Everyone saw his arms turn into giant hammer-like smashers, he began cracking holes in the ground.

Fluttershy and Pinkie Pie were scared of the situation, Applejack was concerned about why the mini-cons wanted her, Sunset was trying to call Adam; however, she got now answer.

Laserbeak saw the farm girl across the courtyard, with a loud screech, the other cons saw her too. Applejack noticed she had been spotted, so her and the other girls made a run for in. The mini-cons chased them through the school, Laserbeak and Ravage were firing lasers from their gun turrets, Rumble was just smashing everything in site.

During the chase, Sunset still tried to get a hold of Adam, but the boy still didn't answer. Laserbeak locked his scope onto Applejack, hoping to get her with a stun laser.

One blast finally hit her, the farm girl fell to the ground, Ravage circled the girl and guarded his prey. The others girls couldn't do anything to help her, Fluttershy was still cowering behind her friends. A ground bridge portal opened behind the mini-cons, from the portal, Soundwave stepped into the scene. He ordered Rumble to carry the farm girl through the portal, he was followed by the rest of the minions.

Soundwave turned to the rest of the Mane 7 and explained, "Your actions to stop me are futile. Inform my enemy that the invasion is coming. The Decepticons will bring destruction to your world." The spine chilling robot turned away from them and re-entered the portal.

Sunset texted Adam, telling him to meet them at the HQ, things just got a whole lot worst.

================================================

Applejack woke up, she was surrounded by sparking machines; she was in the centre of the room, her wrists and ankles with cuffed to a metal table.

She heard metal footsteps getting closer to her, Applejack looked up, only to find Soundwave's computer screen face staring down at her. "Subject Applejack." the robot said. "You are my specimen. Prepare for dissection."

Applejack cried, "What?! You can't do that! It's inhuman!"

"Soundwave is not human, nor do I have any desire for human emotion. The experiment will commence."

The farm girl saw a large device above her, Soundwave move it further along the table, so it pointed between her feet. The Decepticon then used his tentacle to grab the geo-crystal from around Applejack's neck. He took the crystal and placed it in Rumble's hand, he took it to the generator and placed it in the fuel conductor.

"Your usefulness has expired, you are only needed for experimentation now." Soundwave pointed at the device he had just repositioned. "This laser will conduct the operation, you will be separated into two half's."

Soundwave turned to his mini-cons, pushing a button on his shoulder, ordered the cons to return to the compartment in his chest. Once he had them all, he turned back to Applejack, "I must go activate the generator, my lab is protected with a shield, the effects of the device will not effect you."

But the farm girl shouted, "Yeah, but it'll destroy the planet." Before Soundwave left, he activated the laser. The glowing yellow beam burned through the table, it began to really slowly move towards Applejack. Soundwave stepped into his little launch bay, transformed into his drone mode and flew off into the ocean.

=================================================

Adam had been told about the situation over the phone, he was swinging through the streets to try and find Applejack. The only problem was that, she could be anywhere in the city, maybe not even that. For all Adam knew, she could be on Earth 1, or in space.

Spiderman continued to swing, until he saw a drone flying through the air. "Soundwave!" he cried.

The Decepticon transformed and landed in front of Adam on a rooftop. In cold, computerized words; Soundwave said, "Rumble, Frenzy, Ravage, Laserbeak, eject. Operation: Warfare." The four mini-cons sprung from the compartment in Soundwave's chest, they all stood in front of their master, ready for battle.

Adam started the battle by firing web-shots at Rumble & Frenzy, the two of them were tied in web-nets, leaving Laserbeak and chance to attack. The robot bird flew towards Spidey and bashed him too the edge of the roof. Ravage took his chance while Adam was down, the robot panther ran for the boy, with it's teeth sharp as every.

Adam saw the mini-con coming at him, he didn't know what to do.

====================================================

Back at the HQ, Twilight walked into Rarity's room; the fashion girl was sewing some suits for the future. Twilight approached her friend and asked, "Rarity, can you.... make me a suit."

Rarity turned around to her friend and asked, "I would love to, darling. But, whatever for?"

Twilight had been hiding this for a about a week now, she thought it was time to show at least one of her friends. The science girl wasted no time, and leaped onto the ceiling.

When her friend saw she was sticking to the ceiling, Rarity gasped and said, "I need to get to work on a suit right now."

To be continued....

Spiderwoman Superior

Deep within Soundwave's lair, the laser was slowly getting closer and closer to Applejack. She struggled to get free from the cuffs, but without her geo-crystal, she had no power. The farm girl sat up to see the laser coming form her, she saw the laser was only inches away.

She closed her eyes, knowing this was the end, until....

The laser suddenly shut down.

Applejack looked at the figure standing by the laser controls, it was like nothing she had ever seen. It was a hero, wearing a white, black and pink suit. It was a girl, she wore a mask similar to Adam's; only with a hood drape over her head. "Need a hand?" she said.

The new hero ran for the table and broke the cuffs off of Applejack. The farm girl thanked her by saying, "Thanks partner." The hero made the mistake of replying, "No problem Applejack."

The farm girl then realised something, she asked, "Is that you under there Twilight?" the hero was shocked, but then sighed. Twilight removed her mask and revealed herself, "Yeah, it's me."

"Twilight, what happen to you. Why are you dressed like that?" There was no time to explain, the lab was suddenly starting to rumble, the devices were being over powered. Twilight looked at the labs computer screen, the whole base was going to explode.

The new hero put Applejack on her back, she reapplied her mask and began swinging through the base. Applejack asked, "How the hay are you doing this?!" Twilight replied, "I'll explain when we get back to base."

The two off them made it to the access hatch, they would have to swim up to the surface. The hatch opened and the lab began to fill with water, the two girl swum to the ocean's surface. Under the water, they could feel the water's motion as the lab exploded.

================================================

Meanwhile, back on the rooftops, Spiderman was still being thrown around by the mini-cons. He had to fight back, however, they were somehow stronger than last time.

Spidey was to the edge of the roof, Soundwave had already flown off to activate his machine. Just when Adam was about give up, he heard a voice of the comm in his ear, "Spidey, heads up."

Suddenly, Twilight leaped down from the roof and landed on top of Rumble and Frenzy. Adam was amazed to see someone with his powers in this dimension. He knew they had the same powers, because when they looked into each others eyes, their spider-senses went of at the same time; like it was signaling to each other.

Adam quick kicked down Laserbeak and punched Ravage away, he trapped all the mini-cons in web-nets. Now her turned his attention back to the new spider in front of him.

Unfortunately, the spider-sense also told Adam who it was. "Twilight, is that you?" the spider girl removed her mask and replied, "Yep. I'm really bad at keeping my identity a secret."

"Don't worry, you'll get better at it." Adam replied. "Wait, what about Applejack?"

Twilight nodded and reassured him, "Don't worry, she save. I already saved her."

The two of them remembered the crisis, "Soundwave!" Twilight gasped. "He's gonna nuke the city."

"And the world." Adam finished.

Twilight put her mask back on and they both swung after Soundwave, he needed to place his machine at the highest point in the city; that was of course, Rich Industries.

================================================

Soundwave was at the top of the building, his generator was connected top a bunch of machines and power boxes. In his dark tone, he muttered, "Rat-Bat deploy, Operation: Protection." the Decepticon deployed his final mini-con to protect the area.

Little did they know, Adam and Twilight were crawling up the building; they had to get the jump on Soundwave and then destroy his machine.

"Twilight, you unhook the generator, I'll handle Soundwave." Spidey explained. Twilight nodded as they both kept climbing up the building.

When they reached the top, they saw no one; only the mini-con flying around, Soundwave was no where to be seen.

Until, something grabbed Adam and threw him off the roof, Twilight turned around and saw Soundwave behind them. The machine beast grabbed her and threw across the roof's surface. She got back up and tried to attack the Decepticon.

Before Adam reached the ground, he grabbed hold of the building. However, Rat-bat had flown down to meet him, by blasting a sonic screech at him. Adam dodged the blast and watched the struck window shatter; the boy swung towards the con, and kicked it out of the way. Spiderman needed to get back to the roof, so he began running up the side of the building.

Twilight was being beaten around by Soundwave, she was no match for him. The Decepticon was about to shoot her with his blaster, until he was blasted by something from the sky.

Spider-girl looked up and saw the cause of the blast.

"I thought I heard trouble." Nova said as he flew down to meet Twilight. "I thought Spiderman was, well, a man?"

The girl stood up and explained, "I'm Spidey's new partner."

"We haven't discussed that." Adam said as they noticed him arrive to the roof.

The three heroes all saw Soundwave stand up, "Illogical, three heroes in this dimension is impossible!" he cried. Adam moved closer, with his team behind him and replied, "Sorry Soundwave, but this is where you fall."

Spiderman and Nova run for Soundwave, whilst Twilight tries to shut down the machine.

The boys each punch the Decepticon in his computer screen face, causing it to crack a little. The con uses his tentacles to try and grab them, but Nova uses his laser blasts to sever the snake-like arms. Spidey wraps Soundwave's feet in webs, this causes him to fall forward. That's when Spiderman leaps onto the con's back and rapidly smashed his head on the ground.

Meanwhile, Twilight finally figures out how to shut the generator down, she pulls the big red wire from the socket and the circuits blow a fuse. The machine begins sparking and beeping, it was going to blow.

Soundwave gets up and tries to save his machine. The three heroes decide to let him try, so they jump off the roof and swing/fly to safety.

The Decepticon sees he's failed, again; so he cries, "Negative, negative!" Until the machine finally blows, taking Soundwave with it. The explosion could be seen from a mile away, the heroes watched the destruction of nemesis.

Adam steps forward and says, "Stay gone, this time."

===============================================

Back at HQ, the three heroes were happy to see that another crisis had been averted. Even Nova came to this little celebration, he was surprised when he saw Rainbow Dash there.

"Rainbow?" he asked. The sports girl replied, "Do you know me?"

Nova thought it was time, he took off his helmet. Rainbow gasped when she saw the face of the boy she had a crush on, "Soarin?" she asked.

Adam thought it was brave for him reveal his identity, so he and Twilight did the same, and removed their masks.

The three of them decide to become a team, three super heroes stopping evil. I mean, three is better than one, right?

Dragon Quest

Spiderman was swinging through the city, there have been strange penthouse robberies happening all over town. The strangest thing is, the thieve broke in through the roof; one victim even reported seeing the robber fly away after the safe had been ransacked.

Spidey had been searching for two hours, there weren't many penthouses left, that haven't been robbed.

All was quiet in the city, until an alarm went of at the top of a fancy apartment building, the penthouse robber had to broke in to the building. So Spiderman swung to the roof and looked into the room through the skylight. When he couldn't see the thieve, Adam opened the skylight and dropped into the apartment.

Adam saw the robber, when he saw what it was; he said, "Nothing to be alarmed about. It's nothing, just a dragon, stealing an ancient necklace. Happens all the time in Canterlot."

Spidey saw that the thieve was some guy dressed like a dragon.

The villain turned to the hero, he roared loudly when Spiderman came into his site. The dragon man leaped at the hero, Adam dodged the attack and fired web-lines. The webs tied Dragon man in a sticky net, but it did not keep him sedated for long.

Dragon man broke free from the webs, grabbed the stolen goods from the safe and took to the skies; his wings carried him up through the sky light.

Adam tried to follow him, but the dragon got away before the hero could catch him. However, Spidey did manage to get a spider-tracer onto his foot. So the hero went back to HQ, at least now, he could track Dragon man.

===============================================

At Headquarters, Adam and Twilight were already in their suits, getting ready to head out and find him.

Sunset Shimmer was sitting at the computer, she saw the tracker on the screen, Dragon man was flying through the city. She said to Adam, "Looks like he's heading for another penthouse." she explained. "This one apparently belong to the owner of the Dragon Heart, the most valuable ruby in the city."

"Then we have to go stop him." Twilight stated.

The two spiders put their masks on and leaped out the building, Sunset watched them leave. She couldn't lie, she was actually a little jealous of their powers.

Sunset wandered through the head quarters, she thought of things that were on her mind. "Maybe, I should do something to help the heroes." she wasn't as smart as Adam or Twilight, so she had no way to just, give herself superpowers. For her, the rest of the day was pretty normal; however, somewhere else, a real problem was growing.

=================================================

Dragon man landed on the roof of the apartment, he looked through the skylight and saw the ruby in a display case.

Little did he know, the spiders were swinging behind him. They landed on the roof and Twilight called out, "Hey scaly, you look like a lizard with wings." Dragon man heard the insult and turned to them.

The spiders charged at the villain and started fighting with him. The dragon wacked Adam to the edge of the roof, Leaving Twilight to fight on her own for a minute. So she shot web in Dragon man's face, then used the opening to punch and kick him down. However, the villain pulled the web of his face and knocked her back too.

Spiderman got back up and started shooting web-shots at the dragon, he took no notice of it, until a web-line pulled him back towards Adam.

When Dragon man fell on his back, Adam jumped up and landed on his stomach, the dragon was out cold.

When the police arrived, Spidey went up to the villain and pulled his mask off. "Who's this?" he asked. The police replied, "Well, well, if it isn't are old friend, Word Hard. An ex-air force pilot, who was fired and arrested for stealing the valuables of his co-workers."

"Well now, there's a cell in Rykers waiting for him." Spider-girl stated.

=================================================

Little did the heroes know, they were being watched.

This villain had been planning a return since the beginning, and he was finally ready to strike.

It was time, for the rise of the Goblin Nation....

Goblin Nation: Introduction

It was an average day in Canterlot High; Adam had finished his studies in the library, he was about to meet his friends outside. Adam closed his books and packed away his pens; now he was ready for a grand day out.

Outside the school was; Twilight Sparkle & her dog Spike, Fluttershy, Rainbow Dash, Rarity, Applejack, Pinkie Pie and Sunset Shimmer. Adam saw them all standing by the statue in the centre of the courtyard, his eyes were mainly fixed on Fluttershy.

“Adam.” Pinkie greeted him. “What took you so long?”

“I had to study for the test next week.” He replied. “This work has been murder.”

Putting all the school stuff aside; they began to walk towards Sugar Cube Corner, it became a favourite of Adam’s after he moved to this universe. They walked down a small quite street; only for it to be interrupted by a loud, “BOOM!!”

Adam noticed smoke rising down town, luckily; the Mane 7 knew Adam’s secret. “I need to go girls.” He cried.

Twilight replied, “We know, go to work. I would join you, but I need to help Rarity with something.”

Before Adam could rush off and change; Fluttershy grabbed him by the arm, “Just be careful.” She whispered in here light, quite voice. “Please come back to me.” With those final words; Adam and Fluttershy closed the gap between them, as their lips met in a small, passionate kiss.

Adam broke the bond and ran down the alleyway; Fluttershy stood there with a scared look in her eye. She then felt a warm hand on her shoulder, “He’ll be fine; he’s Spiderman remember.” Rainbow Dash explained. But that didn’t take the look off Fluttershy’s face.

================================================

Down town; the bank was being robbed, by fairy-tale creatures.

There was a small, but over weight middle aged man. He was dressed in a small stitched together shirt and trousers; while wearing a green troll mask. However; he was holding a small rifle.

Next to him was another man who looked like he was in his twenty’s. He was wearing an orange cloak; he also wore an orange and light blue suit, as well as all that; he had a yellow mask that looked like a…. goblin.

Then there were two girls; they looked like twins, they were dressed the same as well. They both were dressed in a slim fairy tube belly top and shorts; with false wings stitched on the back of the top. They also had their hair dyed in a rainbow colour and spiked it upwards.

The next one was larger than the others; he was also wearing a stitched together outfit, but his was dark green. His body was painted green; like an ogre, he was also bold. To make matters worse; he was carrying a large club over his shoulder.

Finally; this crook looked familiar, it was a wolf like man. It was Man-Wolf; this super-villain needed no description.

Spiderman; now dressed in his suit, swung towards the crime scene. Only to find the crooks were already driving away with the money they stole. Adam reacted quickly; he shot two web lines that hooked onto the van, he pulled himself after them.

Adam landed on the back of the van with a bang; the villains knew he was here, so the ogre climbed out through the sky light and onto the roof. Spiderman leaped on the roof to meet his opponent; compared to Adam, the ogre was huge. The beast swung his club at Adam; but he leaped over the giant and kicked him in the back of the head, he fell forward nearly fall off. Spiderman turn to see where they were going; they were heading for a low bridge, before Adam could react; the ogre grabbed his neck and slammed him down.

Adam tried to get up; but it was no use, the ogre was to strong. As the Adam was gasping for air; he noticed the bridge was getting closer.

Adam muttered, “L….k ….t!”

The ogre looked confused, “What did you say?” he released Adam’s neck a little.

“Look out!”

But it was too late; the ogre slammed into the bridge, sending him flying off the van and crashing into a tree. Adam had quickly ducked down; so he was safe from the bridge, when it passed; he leaped up and dropped through the sky light.

Inside; Adam looked as all the criminals stared at him, “Wanna dance?” he asks.

After those words; Spiderman was thrown out the van, but shot a web line at the side of the vehicle and caught the broken off door with his feet. Adam was now water skiing on the road; and was enjoying it.

“Woohoo, surfs sup.”

The troll came to where the door used to be and began firing his rifle at the web slinger; but Adam was quick and dodged the flaming death beads. Spiderman was starting to pull himself closer to the runaway villain truck; but the never ending bullets made it even harder.

Spiderman leapt onto the side of the van; holding on tight, he crawled along to the driver’s door. With his spider-strength; Adam pulled the door of its hinges, the driver was shocked to see the bug still alive.

“Your still here!?” the goblin man cried as he tried to kick Adam away. “I’ll kill you myself then.”

Adam replied, “Want to bet?” Adam pulled the driver from his seat and threw him into a wall; Spiderman shot a web net at him to soften his landing. But now there was a bigger problem; no one was driving. The van sped out of control; Adam had to think fast, as they were heading for a dead end.

Spiderman decided to use a trick he learned on earth; he moved to the front of the van, he rapidly fired web-lines at the wall. One by one they hooked onto the wall; Adam held tight as the van began to slow down, “I forgot how much this hurts.” He muttered as his arms were being stretched out.

The truck finally stopped in its tracks, however, the gang ran away. Spiderman didn’t have the strength to run after them, so he just web-slinged home.

================================================

The gang of fairy-tale creatures returned to their hideout, it was an old toy factor just outside of town.

The crooks entered the building and saw their boss waiting for them; in a creepy voice, the boss asked, “So, how did it go?”

The troll stepped forward with a small bag of gold coins. “This is all we could get.” He put the bag on the table a slid it across the tables surface to the boss. The figure in the shadows picked up the back and looked at it, “This?” he said.

“This is nothing!” he cried as he threw the bag into a nearby furnace.

The gang were kind of scared of this guy, they all knew what he was capable of. The only one who was not buying the act, was the ogre. “You guys can’t seriously still be afraid of this guy.” the ogre stated. “He’s got us running all over the city, doing his dirty work, but no cash. If he was really the guy we think he is, he’d go out there, and kill Spiderman himself.”

The ogre moved closer to his boss, “I want out.” The boss suddenly pulled out a gun, pointing it right at the ogre, “If you insist.” He commented.

“Hey man, chill out. I was just kidding.” The crook said, trying to beg for his life.

The boss still pointed the gun at the ogre, “Well guess, I’m not.”

He laughed like a maniac, the pulled the trigger. The ogre fell to floor, he was dead on the spot. The boss came into the light and stared down his crew, they all saw the horror in his yellow eyes.

“Does anyone else wish to cross me? Anyone else want double-cross the Goblin.” No doubt about it, it was him. Spiderman’s oldest and deadliest enemy.

The gang all just shook their heads in fear, Goblin decided to see how loyal they were. “I need to hear you say it. Are you with me?”

“Troll, Hobby?” he asked. Hobgoblin and the troll replied, “Were with you.”

“Pixies?” Goblin asked the twins. “Were with you, Mr G.” they said at said at the same time.

“Wolfy?” He asked. Man-Wolf simply nodded, he lived on Earth 1, so he’s seen what the Goblin can do when he’s mad.

“And Ogre? But then he remembered what happened. “Oh right, dead.” He turns to the twin girls and says, “Pixies, be dears and sweep up the trash.”

The twin pixies moved the body to the side, Goblin then explained his plan.

“Now that I’m back, it’s time I finished what I should have done, 7 years ago.” Goblin then laughed like a maniac again, all his crew feared for their lives.

Goblin Nation: He's Back

Adam was walking through town with Fluttershy, it had been two day since that strange gang robbed the city bank. He and his girlfriend were just out walking, something was on Adam’s mind, he saw a logo on the side of the getaway truck.

But he decided not to think about it so much, the point was, they were just a bunch of half-head criminals with no common sense. Still, that logo was nagging at the back of his head, where had he seen it before.

Fluttershy then said, “Adam, you know tomorrows the big charity event. Me and the girls will be performing on the balcony of the new youth centre.” Adam turned to the girl he loved and replied, “Are you sure you want to do that, I know how you are with heights.” Fluttershy smiled at his concern for her.

“Heights aren’t so bad for me anymore, because I know you’ll always be there to catch me, if I fall.” The two of smiled and quickly kissed. When then broke away, Fluttershy remembered something, “I have to go, the girls are setting up the stage. I’ll see you later.” Adam kissed her hand and she ran off to the youth centre.

The boy would have gone with her, but he didn’t really help the band anymore. Since he was always too busy with ‘work’, the Rainbooms decided to cope without his special effects. Anyway, Twilight could do it just as good; especially with the smarts she got from the spider bite.

Adam just continued walking down the road, still thinking about the symbol on the side of the criminal’s truck.

==============================================

Within the lair of the Goblin Nation, the boss of it all was showing the plan to his crew.

“Now, tomorrow, big charity event will be held at a youth centre down town, the perfect place to draw out our enemy.” The Troll stepped forward and asked, “Can we raid the donation boxes, boss?”

Goblin replied, “Of course. Find the boxes, take what you can, then burn the rest.” The gang looked confused, did he just tell them to burn money?” “This isn’t about the money, you fools. It’s about revenge, and spreading some carnage along the way.”

The understood the plan, so they all went to get themselves ready. While they did that, Goblin went to his chair; he sat down and thought for a moment.

“Spiderman, I promised you I would return to take my revenge. This is what you chose when you murdered me.”

Goblin flashed back to the night he died.

Spiderman and the Goblin were battling on top of a building that was by the sea in Adam’s home town, on Earth 1; the building was surrounded by rocks and ship debris. The villain had been infected by some kind of disease, it was killing him slowly; Spiderman had the cure, because Goblin had infected him with it as well.

They were just both fighting, Adam was trying to explain that he wanted to help Goblin, but the diseased villain would not listen.

Also, the night before, was the night Venom had killed Jack-T. Goblin was his father, so he was going to kill Spiderman for revenge. He thinks it was Adam’s fault, so he wants to end it here and now.

Goblin managed to punch Adam off the roof, Spidey had to cure himself if he was going to stand a chance. He was hanging of the edge of the roof, he stabbed the syringe into his leg, leaving the enough for Goblin. He climbed up, but Goblin stood on his fingers, making him drop the cure.

“I don’t want your cure, Spiderman.” Goblin stated. “You will die!” Goblin picked up the syringe and threw it away.

That moment there, was when Adam realised it. “Goblin, this world will never be big enough for the both of us.” The villain picked a pumpkin bomb out of his bag and stated, “Say hello to Jack for me.”

Goblin threw the bomb onto Adam, but he just webbed the bomb and threw it back at the villain. Spidey jumped up and kicked Goblin off the roof, “Tell him yourself.”

Goblin fell to the sea below, screaming as he got closer to his watery grave. Adam watched him fall, he turned away when he hit the water, he looked back and watched Goblin’s hand sink beneath the water.

From that day on, the Goblin was dead. Until now…

Goblin looked up, he saw his crew ready, it was time to draw out his old friend.

================================================

The day of the Charity event, the Rainbooms were performing on the balcony as Fluttershy said they were, they were playing some of their most famous songs. Adam was on the ground, watching his girlfriend and her friends perform.

When the music finished, the girls were joined by Celestia for a drink. They had to go back on stage soon, so they quickly refilled themselves.

While they drank, Sunset looked over by the buildings, she saw something flying through the air. “What’s that?” she asked. Rainbow Dash saw the thing as well and said, “Must be some kind of half-time air show.”

The flying object came closer to the balcony, the people on the ground all cheered when it looped in the air. Adam looked up, that flying object looked really familiar.

Twilight noticed it was flying dangerously close to the balcony, when it shot past, it threw something at the beams under them. There was suddenly an explosion, the balcony started to crumble, Fluttershy felt to the edge as the railing started to break. She would have fallen if not for the crumbling stopping.

However, the flyer came back, and threw another something at them. This time, it spoke, “I’m back!” it cried.

The second explosion caused chunks of the balcony to fall to the ground, Adam saw it coming and used his webs to pull the people out of the way; luckily, no one saw him. He knew this was trouble, so he ran off to change into his suit.

The breaking building was cutting Fluttershy off from her friends, they couldn’t reach her to help her. When the scared girl turned her head, the Goblin was standing on his glider, he looked down on her.

“Hello, my dear.” He said, Fluttershy screamed at the sight of his ugly face.

Someone on the ground shouted, “Its Spiderman.”

Spidey swung towards Goblin, he took one look at the villain and shouted, “YOU!” he then kicked Goblin off his glider and he fell to the ground, he survived because he landed on a circus tent.

However, the glider was thrown out of control. It crashed through a circus balloon, that air was holding up and heavy piece of the stage on the ground, so it began to fall.

Applebloom was standing under the falling stage, Granny Smith tried get to her, but Big Mac held her back. “Somebody, help her!” she cried. Adam looked at the falling stage and said, “Come on, move kid.” But when she didn’t, he had to go save her.

Just before the stage fell, Spidey swung and scooped up Applebloom. He handed her to her granny, then he turned his attention back to the real problem.

Goblin emerged from the fallen tent, the police shouted, “Hold it right there!” However, the villain just started punching and kicking them away.

Adam leaped at Goblin, but the villain grabbed his fist before he could punch him. “Impressive, were you always this weak?” Goblin said as he then punched Spiderman away. The glider homed in on it’s master, so the villain jumped back on it.

Once Goblin had his transport back, it began firing lasers at the hero. Spiderman ran for it, the lasers ended with a missile being fired, but Adam webbed away before it hit him.

Spidey leaped onto a rooftop and turned back to the crumbling balcony, “Fluttershy!” he cried. She was crying as she reached out to him, he had to save her, so he began swinging towards the scene. Only to be crashed into by Goblin.

The two of them smashed into the wall, with Adam going first. Goblin grabbed his head and bashed it constantly against the concrete. Spidey tried to fight back, but Goblin knocked him off, he landed next to Fluttershy.

The villain pulled his glider out the wall, blades emerged from the front. Fluttershy said, “Watch out.” But Adam jumped up under the glider, he pulled the wires out form the under it, causing it to go flying through the air.

“This isn’t over Spiderman, for I am reborn!” Goblin cried as he flew away.

Fluttershy suddenly fell from her spot, Adam leaped off the balcony after her. He caught before they both hit the ground, and they both swung off into the city.

==================================================

The couple landed on the roof of their apartment, Fluttershy kept her arms wrapped around Adam as she cried into his shoulder. “Who was that?” She asked. Adam replied, “An old friend.”

Fluttershy thanked Adam by lifting up his mask and locking her lips with his. The two of them had no idea of what was going to happen, the Goblin had defiantly returned.

Goblin Nation: A Break

Adam and Fluttershy had gone back to HQ, Spidey had just explained the situation to the other girls; the Rainbooms now had a faint idea who this goblin-guy is.

Rarity asked, “Is this another villain from you past, darling?” Adam nodded, he looked at them and explained, “But he died, the Goblin died during our last battle.” Sunset was concerned, she thought about what could have happened, but she didn’t want to jump to any conclusions.

The team decided to call it a day, they all went home for a while, and Adam had a lot to think about.

Just a Pinkie Pie was about to leave, she noticed something in Twilight’s lab. Being the curious one she is, she went to look.

Within the lab, on a table in to centre of the room, was a cylinder of liquid energon. Probably salvaged from Soundwave’s machine, when he was defeated last month; but that didn’t explain what Twilight was doing with the liquid.

Pinkie was about to touch the energon, until Applejack and Rainbow Dash walked into the room. “What are you doing, Pinkie?” Rainbow asked.

“I was just wondering what Twilight was doing with this blue stuff.” Pinkie explained. Applejack walked over to Pinkie, she said, “Sugarcube, you can’t these touch these thin…” she stopped she knocked the table. The cylinder tipped over, it was about to splash on Applejack, but Rainbow pushed her out the way.

The raw energon splashed onto Pinkie Pie and Rainbow Dash, expecting the worst, Applejack cover her eyes; but nothing happened.

The cowgirl looked at her friends, they were glowing; but then the feeling went away. “Are you two okay?” Applejack asked. Rainbow replied, “Yeah, I actually feel great.” The three of them decided to leave before anyone caught them, they said not talk about just happened.

=================================================

Back at home, Fluttershy was sitting on her couch, Adam was in the bathroom; brushing his teeth. The girl was thinking about her relationship, she was going to ask Adam something.

When Adam stepped into the living room, Fluttershy started to talk. “Adam, this relationship. I think it should be tested, you know?”

Adam replied, “No. I don’t know.”

“We spend a lot of time together, we need to prove to ourselves that we can survive without each other. We need to spend some time apart.” She concluded. Adam was a little shocked, but also confused; he sat down next to her and tried to understand.

“Are you breaking up with me?” he asked. Fluttershy quickly replied, “No, no, of course not. I just think that we need to show each other that were not dependant on each other.”

Adam was still confused on why this was happening, but he swore not to argue with her. Fluttershy continued, “Rarity already said I could stay with her for the weekend, so you can keep the apartment. It’s just for the weekend.”

Fluttershy had already packed her bags, she grabbed them and headed for the door. Adam sat on the couch, she looked down at him and said, “It’s for the best.”

But Adam couldn’t let her go, he stood and wrapped his arms around her, trying not to cry. “I will always love you.” He muttered. She quickly kissed him before saying, “I will always love you, Spiderman.” She picked up her bags and left.

Adam suddenly thought about something, but it made his heart break a little. He was saved by sirens coming from outside, a fire had broken out down town.

================================================

At the burning building, Spiderman had swung to ground. The fire department met him outside the building, the chief said, “Spidey, we think there’s someone trapped on the top floor, my men can’t reach them.” Adam replied, “Wait here, I’ll get them.”

Spiderman swung in through the window, he could hear the person trapped behind the debris. “Where are you?!” the boy cried. Chunks of the building were fall from above, Adam had to be quick. “WHERE ARE YOU?!” he repeated.

In the distance he could see someone draped in a cloak, Spidey punched through the pile of burning rumble, and reached the person.

When Adam placed his hand on the person’s shoulder, they turned around and roared. Adam couldn’t see properly, but he was punched back to the wall.

“You are pathetically predictable, you know that?” Goblin said as he removed the cloak. Adam got up and saw his first villain standing before him. The Goblin began to explain what he wanted.

“Look Spidey, we don’t have to be enemies. Together we could rule this world, be unstoppable. My only question, are you in, or are you out?” Adam didn’t notice Goblin readying a pumpkin bomb behind his back.

“It’s you who’s out, Gobby. Out of your mind.” Adam replied.

“Wrong answer.” Goblin stated as he threw the bomb, but Adam just caught it. Only, the bomb didn’t explode, it just released a strong knock out gas. Spidey fell unconscious, Goblin picked him up and placed him on the glider.

The police and firemen saw the villain fly off, with Spiderman on his glider.

=================================================

On a roof top, in the middle of the night, Spiderman woke up. He had been out all day, and standing in front of him, was the Goblin.

“You came to this dimension, why?” the villain asked.

Adam tried to stand up, but Goblin punched him back down. “It’s that girl isn’t it? The one you saved at the charity show.” All Spidey could do was listen to the maniac babble on about Adam’s life.

“You know Spidey, we’ve been doing this little battle of ours for years. So I’m thinking we put our differences a side.” Goblin extended his hand to Adam. “Put’er there, hero.” But Adam refused to shake his hand. “You murdered people on Earth 1, why would I join you?”

“Then I guess we just keep fighting again and again, and again, until were both dead. Is that what you want?” Goblin then leaped onto his glider. “Think about it hero.” The villain then flew off into the night.

===================================================

A Rarity’s house, Fluttershy was looking out her window as the rain started to fall. She started to cry, as if being away from Adam was hurting her.

At Adam’s apartment, the thought of her not being there made him sulk. He leaned against the window and though about what he was thinking early.

Fluttershy could only hope, that Adam was okay, she really cared for and loved him.

Adam, started singing. Even though they were in different places, Fluttershy swore she could hear him.

Goblin Nation: Had Enough

Adam woke up on his couch; he missed the sound of Fluttershy singing to her animals. He turned on the TV, the news had a report on the Goblin.

“The police still have no identity of the masked villain, calling himself the Goblin, who attacked the Charity event two days ago.” The reporter explained. “However, the villain has sent a message to our local crime stopper, Spiderman.”

The camera showed giant words, spray-painted onto the side of a building; the words said, ‘Spiderman, face me if you dare.” Adam stared at the words, the reporter then continued, “We do not know if Spiderman will come to fight this maniac, but the police were told that the battle will be on at the Canterlot Bridge, tonight.”

Adam stood up and went to change, he muttered, “That’s it, I’ve had it with this guy. I’m putting an end to this, now.” The hero changed into his suit and swung out the window, he was off to find Goblin.

==================================================

Across town, at Rarity’s house, Fluttershy was watching the same news report. She knew that her boyfriend would not resist the challenge, and were be off trying to find this villain.

Rarity walked into the room, “Fluttershy darling, what’s wrong.” She saw that the poor girl had been crying a little. She replied, “Rarity, this was a mistake. I need to go to him, I love him.” Fluttershy stood up and ran out the front door, Rarity got on the phone to her friends, they had to help her.

Fluttershy ran through the city, trying to find the hero; however, she had no luck. As she wandered down an alley way, it became darker as the clouds started covering the sun.

Never the less, she had to keep looking through the city to find Adam. Little did she know; she was being followed.

Fluttershy tried her best to keep herself from cowering; she began to notice the figure behind her. So she ran, faster than she usually would; the figure started chasing after her. They both came to a stop when the alleyway came to a dead end, Fluttershy turned to see who was chasing her.

“You know, it’s rude to run, my dear.” Goblin said as he came out of the shadows. Fluttershy recognised the face that she saw at the Charity event, those horrible yellow eyes. "What do you want?” she asked. But the villain just laughed and grabbed her by the neck, he blew some dusty of his hand; Fluttershy fell unconscious. Goblin put her over his shoulder, they both flew away on his glider.

==================================================

Spiderman was swinging through the streets when he saw them, the Goblin’s gang, driving through the city. Their van was smashing into anything that came in front of them, so Adam web-zipped down to the streets below.

The hero land on the hood of the van, punched through the windscreen and grabbed the Troll by his shirt. “Where’s Goblin!” Spidey cried.

The Troll rummaged through his bag, he pulled out a revolver gun from the sack. He pointed the in Adam’s face, “Stupid bug.” He stated.

The Hobgoblin was driving, he got distracted by Spiderman and crashed the truck. The gang all got out and were ready to fight. Spiderman turned to the fairy-tale creatures, he was going to have to punch the answers out of him.

Hobgoblin started the fight by running to Spiderman, but the hero dodged the attack and leaped over Hobby. Spidey fired a wed-line at his back, and pulled his back towards his team; the crooked crashed into the pixie twins. Troll started shooting the revolver gun, but Spiderman was able to dodge the bullet with his powers; he webbed the gun out of the crooks hand.

Man-Wolf charged at Spiderman, but Adam swung the gun around on the web, like a ball & chain and wacked the were-wolf in the face. The blow knocked him out cold, leaving the gang to fight without their strongest fighter.

Spiderman decide to end this fight, he webbed the rest of the gang together in a web-net. The Goblin crew were trapped, Adam just walked up to them and removed some of their masks.

Spidey heard a vibration, he searched the criminals, and Troll had a phone in his pocket. Adam took the phone and answered, “Your friends are a little tied up, Gobby.”

“Spiderman, you should know, that I have lady friend.”

Adam’s heart suddenly sank, “Let her go you black hearted monster!”

“Words hurt, Spiderman. But I’m willing to let her go, if you fight me; to the death.”

“Where?” the hero asked. “Where should I destroy you?”

“Didn’t you see the news, the Canterlot Bridge. Be there, or she dies.”

Adam crushed the phone in his hand, he just swung off into the city. The only thought on his mind, was ‘Destroy Goblin.”

=================================================

A school bus was driving through the streets, on board was only three kids; Apple Bloom, Scootaloo, Sweetie Bell.

The driver stopped the bus for a second, Applejack’s sister got up and went to the front of the bus, “Mr, how come we’ve stopped.”

The driver spoke in a creepy voice, “Because, this is your last stop.”

The man at the wheel turned to the three girls, they saw the crazy guy who nearly crushed Apple Bloom with his glider crashing through the balloon. Goblin stood up and ripped the bus driver suit off, revealing his full terror.

“Now my dears, let’s go draw out a spider.” The villain through a pumpkin bomb, it released the same knock-out gas as before. The three girls were asleep when the gas disappeared, Goblin got back in the driver seat and drove to the bridge.

He was going to give Spiderman a choice.

Goblin Nation: Showdown.

As night fell on the city, the entire police force was waiting on the Canterlot Bridge; waiting to see if the hero would heed the call of the villain.

On the bridge, Captain Shining Armour was speaking with his men, “Alright boys, our objective is to wait for Spiderman to show up. We can’t attack until were sure he’s got the hostages out of there.”

On top of one of the bridge’s structures, someone was waking up. Fluttershy had come around from being knocked out, only to find she was at the top of a really high structure. She cowered a little as she crawled away from the edge, all she could say was, “Oh Adam, where are you.”

Sealed inside a tram-cart, were three little girls, the tram was connected to a wire which moved the cart through the air and across the bridge. Scootaloo woke up first, then tried to get her friends up, the wire holding up their cart wasn’t very stable; they had to move as lightly as possible.

Flying around the bridge, on his glider, the Goblin was singing to himself. “Itsey, bitsey, spider, climbed up the water spout. Down came the Goblin, and took the spider the out. HAHAHAHA!!”

Goblin threw a pumpkin bomb at the ground, the police dodged the attack; all they could wonder was, ‘Where is Spiderman?’

==============================================

Spidey was swing through the streets, trying to make it to the bridge. This was the fastest Adam’s ever gone before, he wanted to stop Goblin, for good this time.

Unfortunately, Spiderman was stopped when he heard something on the roof of a building. He swung down and found a little girl crying, so Adam approached the child to try and help. “Hey, little girl? Are you okay?”

The young girl turned to the hero and replied, “I’m okay….but you’re not.” The girl suddenly grabbed Spidey’s arm as if he had super-strength, she flipped Adam over to the ground. Adam moaning in pain, he looked up at the girl, “Who or what are you?” he asked.

A light energy surrounded the little girl, her body began to change shape. When the transformation was complete, the girl had change into a woman; the woman looked like she was in her seventy’s, she wore strange-looking sunglasses & had a dress that covered her feet.

“Spiderman.” The woman started. “I’ve been searching all over the multiverse for you.” Adam got up, he recognised this woman, “Nice to see you too, Madam Web.”

The inter-dimensional sorceress looked at the hero, “What are you doing on this Earth, Spiderman? You should be on Earth 1, where you’re supposed to be.” Adam never really understood this woman’s intensions, so he answered with, “Why do you need to know, I wanted to come here.”

Madam Web thought about it, then she came to a conclusion, “It’s that Pegasus isn’t it? The one from that other planet in the first dimension.” She stated. “You came here, because you’re in love with her.” Adam just nodded at her statement.

Spiderman explained, “She was with someone else in my dimension, so I came to a dimension where she was single and we were the same species.”

Madam Web shook her head in disappointment, Adam didn’t understand why.

“Don’t you see hero, you’re are in love with Fluttershy. But are you really in love with this one?” Adam was shocked that she’d ask that, so he replied, “What are you on about, of course I love her.”

But the sorceress didn’t buy it, “Really, so in love that you travel across sixteen dimensions to find her.” She stated. “You love the Pegasus in dimension 1, but you’re not really in love with this one.” Adam was furious, he shouted, “You’re lying!”

“Am I Spiderman; suppose you didn’t come to this universe, what if you had gone to Earth 29 or 51? Would you have fallen in love with that Fluttershy?”

Adam didn’t believe it; but, as much as he hated to admit it, she had a point. Until Spiderman stated, “I’m over my world’s Fluttershy, I chose this universe. Because I want to be with her and I want the one in dimension 1 to be happy with Discord. So choose your next words wisely, witch; because I’m off to save my girlfriend.”

Adam concluded his speech and swung off to the Canterlot Bridge. Before Madam Web disappeared, she muttered, “I’m sorry Adam, but one will die.” The inter-dimensional sorceress vanished in the night.

===============================================

Back at the bridge, Goblin was still flying around the air, he was heading to where Fluttershy was.

He landed the glider next to her, stepped off it and approached her, “Hope you like the view my dear, you’ll see it up close soon.” Fluttershy drew some courage from inside, she managed to say, “Spiderman will come for me.” Goblin giggled and imitated her, “Oh ‘Spiderman will come for me’. I’m counting on it.”

Spiderman swung to the bridge, when he arrived he saw what this villain has been doing, he mutters, “Oh Goblin, what have you done?” Adam swung to the structure that Fluttershy was on top of, the police on the ground noticed he had arrived.

Spiderman found Goblin, in one hand, the villain was holding Fluttershy; she was being held by the neck, over the edge. And in his other hand, was the wire; holding up the tram-cart, containing the Rainbooms’ little sisters.

“This is what you chose when you turned down my offer, Spiderman. But I’m not completely without a heart, that’s why I’m going to give you a choice.” Goblin explained. Adam glared at him through the lenses of his mask, “Fine with me, as long as one of the options is killing you.”

“How about; let the woman you love die.” Goblin said while looking at the scared girl in his left hand. He then turns to the tram on his right, “Or watch the suffering of these little children.” The Goblin then looked to the floor, he smiled when he looked back up.

“And my favourite way to go; a watery grave.” Spiderman noticed both his choices were hanging over the ocean below, “Not enough time to save them both. Which one will it be, Spiderman?”

Adam was terrified about what the out would be, so he shouted, “Don’t do it, Goblin!”

The villain replied, “You forget, Spiderman. This is all you’re doing.” Goblin smiled and then started his maniac laugh, “Now choose!” he let go of both the choices.

As Fluttershy fell, she screamed at the top of her lungs. As did the children, they screamed as they plummeted down to the ocean below them; Adam had to work fast.

He first leaped after Fluttershy, she was the easiest to catch. He grabbed her and put her on his back, he then swung for the tram-cart. Grabbing it with a web line, while holding himself up with a web hooked onto under the bridge

As the hero was hanging there, he could see Goblin flying towards him, so Adam had to get Fluttershy and the kids to safety. “Fluttershy.” He said, getting his girlfriend’s attention. “You have to climb down, then I can place the cart on that boat.” She noticed the boat coming towards the bridge; it was flashing a light, saying ‘put the tram-cart on here’.

The scared girl started to climb down the web, she had to be careful; Adam’s webs aren’t as strong as they look.

Spiderman had his eyes set on Goblin, he was coming back around. “Spiderman, time to die!” the villain shouted. However, before the Goblin could attack, something was thrown at his head. He looked up, only to find the people on the bridge throwing pipes and stones at him.

The people were shouting, “Hey ugly, leave Spiderman alone!”

“That’s our hero!”

“You’re stopping from saving children, you big bully.”

The people continued to throw the rumble at the Goblin, one man even shouted, “You mess with Spiderman, you mess with Canterlot!”

Whilst Goblin was distracted, Fluttershy had made it to the bottom of the web; Adam let go of the web, it placed itself on the boat.

Goblin threw a bomb at the bridge, it caused the web Adam was holding onto the snap. He fell towards the water, but before the impact, Goblin flew past and snatched him up. The both flew towards an old church on a cliff near the ocean.

================================================

Once the two enemies crashed into the structure, Goblin wasted no time punching and kicking Spiderman around. He was saying things like, “You’re no superhero, you’re nothing but a child; and I loathe children.” Goblin punched him right on the jaw; Adam swore he heard a crack.

The hero fell to the floor in pain, he couldn’t fight back, Goblin was too strong.

Just as the hero was about to give up, he heard a voice in his head, “Spiderman, get up. You’re not a child; if you love that girl and this world, fight for it.” The voice said. So Spiderman stood up and started fighting back.

He punched Goblin away, enough so he had a chance to lift the villain above his head and throw him down onto the hard floor. Spiderman pulled him back up and continually punched his stomach and face, to finish the Goblin, he threw him out the window.

The Goblin was hanging over the ocean, he feared for his life as Adam approached him. Goblin stated, “And so, we return to you destroying my legacy, guess this time I’ll stay dead.” Spiderman said nothing to his oldest enemy.

Goblin was about to let go, “We had a good run Spidey, guess I’ll see you on the other side.”

Just as the villain let go of the window frame, Adam grabbed his hand. Goblin looked into his eyes and Adam said, “I’d rather see you in jail.” The hero started pulling him up. The Goblin muttered, “Aw, good boy, good boy. The girl has taught him well. Very noble.” The villain then pulled a knife from his bag, he held it to Adam’s neck. “Stupid, but very, very noble.”

Adam moved back as the knife was held to his neck, he couldn’t try anything, or risk something happening. So he had to time this just right, he gave Goblin a chance, but he threw it away.

“Aren’t you forgetting something, Goblin?” Adam asked. “You said you wanted to kill me without my mask. So you could look into my eyes as I die.” The villain nodded and replied, “Oh yeah, your right.” As Goblin goes Spidey’s mask, Adam puts his plan into action.

Adam knocked the knife out of Goblin’s hand, and pushes him towards the window. Goblin didn’t get a chance to speak as he fell out the window, Adam watched him fall; like before, he looked away when the villain hit the water. Spiderman repeated what he said when Soundwave was destroyed, “Stay gone, this time.”

===================================================

Spiderman swung down to the docks, Fluttershy was waiting for him there; as he swung past, he scooped her up. They both swung towards their apartment building.

Upon arrival, they landed on the roof, Adam held Fluttershy in his arms. As they looked into each other eyes, Adam removed his mask. Now that Fluttershy was here with him, he wanted to sing his song to her; but this time, they sang the song together.

As they stopped singing, the locked lips, holding each other tight. Madam Web was wrong, this is the Fluttershy Adam’s in love with.

Crawling Through The Night

Adam woke up the next morning, the sight of her in his arms made him feel warm inside. The beautiful girl was all he needed in his life, he gently pressed his lips against the top of her head.

"Morning." Fluttershy sighed.

The boy was shocked that he woke her up, "Sorry, I didn't mean to wake you." She didn't mind. He kissed her again, this time, on the lips. Fluttershy rolled over and got out of bed, Adam followed her actions and got up as well; they both went to the kitchen for breakfast.

While they ate, Fluttershy asked, "Now that we've taken things to the next step, what should we do with the other bedroom?" But Adam had no ideas, he never really thought this would happen so soon. All he could say was, "Lets just leave in case any of our friends need a place for the night." So the couple just finished eating and went to their work.

===============================================

At work, the manager was talking to a girl who was purchasing a cat. "Okay miss, that'll be ten dollars." The girl paid the manager and took her new pet; on her way out, she winked at Adam.

The boy couldn't work out why, so he just go on with his sweeping.

The best part about having people know your secret, is that they can cover for you. Other good thing is that when other people can do your 'job', you don't have to work so hard. So Adam was happy that his team was helping him through these times, even if their friendship started of with the craziest of circumstances.

===============================================

That night, Spiderman swung through the city as normal. He suddenly heard a break in, coming from the penthouse house apartment. While he swung to the scene of the crime, Adam muttered, "Hope it's not Dragon man again."

Upon arrival, the hero saw the one who broke in; it looked like some kind of spy girl. She was stealing a diamond necklace, and the sleeping guards donuts. Adam jumped through the window and cried, "Hey, can you put that back?" The thief turned to see Spiderman, so she ran for it.

Spidey chased after her, but she grapple hooked to another building; so swung after her. They both landed on a building that was under construction, a beam was hanging from the crane.

The spy girl saw a way to lose the spider, so she put her finger to the side of her goggles; the lenses fired to green laser bean at the steel chain. The beam plummeted to the group, it would take all of Adam strength to catch it. He leaped off the building and caught the beam with a web-line, he used his other hand to catch himself; by firing a web at the crane.

Spiderman was now just hanging there, keeping a support beam from falling onto the streets. He looked to the rooftop across the street, he saw the spy girl staring at him. As she walked into the shadows, she blew a kiss to the hero and said, "I like the rubber suit." she disappeared into the dark.

Adam was stilling form the web when he asked, "Okay; what would Will Smith do if this was an action movie?"

================================================

When Adam got home that night, she found Fluttershy sitting in bed; he changed out of his suit and got under the covers with her.

"So how did patrol go?" she said, looking up from her book. Adam shook his head in disappointment, "Don't get me started. More people have walked on the moon then do what I've done, and I couldn't catch a simple cat-burglar."

She replied, "Well there's not a lot you can do. You might be the most incredible person I've met, but even you have limits."

"Limits." Adam scoffed. "You might as well say, 'Weaknesses'." Fluttershy turned to him and said, "What? You don't have weaknesses. What do you think your weaknesses are."

Adam replied, "You." But she was confused, Adam continued, "You saw how Goblin took you hostage, I was defenceless out of the risk of him harming you. You are the one thing villains can use to make me lose my focus."

The girl replied, "I don't know whether to be mad or flattered." But Adam just put his arm around her, he kissed her on the side of the head. "Please be flattered." Fluttershy smiled and kissed him on the mouth, the boy kissed her back as they both leaned back in the bed.

"I hate it when you pull that trick on me." Fluttershy stated. Adam replied, "No you don't."

The two of them turned in for the night, she turned away from him, but the boy pulled her close. She fell asleep in Adam arms, he stroked her hair with his head, the love between them was really strong. (good thing there are no changelings around)

================================================

Meanwhile, in the middle of the city, at the top of Rich Industries.

"My dear, Octavia." Filthy Rich greeted. "Have you got my necklace?" The spy girl stepped out of the shadows, she said, "Call me, 'The Talon' while I'm working please." She pulled the necklace out of her bag, and handed it to her boss.

"Thank you, dear." the boss said. "Now go, I need to make a phone call." So Octavia left the office, while Filthy Rich picked up his phone.

When the person on the other end of the call answered, Filthy' said, "Not to worry my friend, I almost have all of your bail money. Once your free, our gangs will rule this city."

"Watch yourself, Mr Rich. Your not like me, which makes me the most powerful crime boss."

"Listen here, Cobble stone face. I'm not the one inside prison, so let me do my job and get you out."

"Fine, but don't let me catch stealing the recipe for my indestructibility drug. I need to make money too."

"Yes, and your going to people me back every cent your taking form me."

"You better call your boss, tell him I'm on board with the plan."

"Fine, see you soon, Tombstone."

With that fair well, they both hung up the phones, Filthy Rich now had to call his boss. He dialled the number and waited for the reply, "Hello, Mr Taskmaster."

Hostages

Driving through a breech portal, all the way from Earth 1, was a gang of sinister criminals. Each one had a grudge to hold against Spiderman; during their time in the Raft, Ock gave them a tip on where to find him.

"Careful, 'Face. We don't want to draw to much attention to ourselves." the leader said to the driver of the jeep. There was a total of four criminals in the vehicle, they were ones you wouldn't expect to find coming after Spiderman.

The leader of this little squad, was the man that never misses, Dead-Shot. His real name is Ashley Monday, he's a wanted hit-man, wanted for twelve cases of murder.

Sitting in the driver's seat, because it was his jeep; you had the two minded gangster, Two-Face. Who needed the flip of a coin to decide if he was to do good or evil.

In the back seat, doing her nails, Catwoman wasn't paying attention to the fact that they just crossed into an alternate dimension.

Sitting next to the cat-villain, moaning like the monster he is, Bane was waiting to grab something in his clutches and crush it. Cause Dead-Shot has just been giving him empty soda cans.

As the gang of criminals drove through the city, they were heading a school that was just down the road. Two-Face had to ask, "Dead-Shot, why are we taking over a high-school?" The hit-man turned to the doubled sided villain, and answered with, "If Ock's tip is correct, then Spiderman will come to us if we take the school hostage."

No villain said another word as the group drove closer to the school.

===================================================

Inside the school, Fluttershy and Adam were in the music room, alone. The boy started the talk by saying, "We should take a trip together, just the two of us. It would be like were actually boyfriend and girlfriend, instead of, musician and super-hero." Fluttershy looked at her love, she looked disappointed. "I'm sorry Adam, but I have to finish this song for the concert next month." she explained.

"Really? Come one, it'll only be for a week. We'll be back before anyone notices were gone." He stated. Fluttershy continued to talk while she wrote, "I have to finish this song, it's important." Adam sat next to her and playfully nudged her.

"Is it more important then the way you fell about me?" the hero asked. Fluttershy stood up and turned to her boyfriend.

"It's not more important, but important. I told Sunset that these songs would be ready by the end of the day." Adam stood up and walked close to her, "You want me to prove that love is more important than work?"

"I didn't say..."

"I'll prove it." Adam then pulled out his web-shooters and held them up to Fluttershy. "When I finished making my new and improved web-shooters, my dad said to me, 'Adam, these are the best thing you can get in life'. But he was so wrong." the boy then placed the gadgets in her hands.

"Wow, their heavier than I thought." she stated.

"Their yours."

She then sighed at his statement, "If your just going to speak in riddles, then you should just go." Adam sighed as she moved away from him, but then he grabbed his in a hug from behind. "You're the only thing I've worked the hardest to get, I'm not letting you slip away." She turned around so they were face to face.

"What am I going to do with you?" she asked sarcastically. Adam replied, "Love me, for as long as the Earth rotates." the two of them joined in a passionate kiss.

==================================================

Once inside, the villains snuck in through the back door. Most of the students were in class, so they weren't spotted; but they still had to be quiet.

Two-Face was told to go to the security room, he was to take control of the school's security network. While the rest of the villain were on their way to the main hall.

A meeting was being called there, for the students that work for charities and fund raisers. A meeting that Fluttershy was supposed to be at, right now."

==================================================

Fluttershy and Adam broke apart when someone knocked on the door, Adam leaped onto the ceiling so he doesn't get spotted; he's not really allowed in the music room. When the door opened, Tree Hugger walked to greet Fluttershy, "There you are, the charity meeting's about to start." Fluttershy nodded and followed him out the room, she placed Adam's web-shooters in her bag, which she carried to the meeting with her.

Adam jumped down from the ceiling, now that he was alone; in a sneaky voice, he muttered, "Still got it."

Tree Hugger and Fluttershy arrived in the gym, some of the students were already discussing the matter. "We need to help the zoos save the wild life that's on the verge of extinction." One student said. Another replied to their comment, "Are we all in a agreement then?"

Suddenly, the entrance to the gym opened, Dead-Shot and Bane walked into the meeting. "Morning students, if you all stay quiet, this will be quick and painless." The hit-man started to circle the group, they wear scared of the man with tubes coming out of his head. "Now, give my lovely assistant your cell-phones, please." Catwoman appeared in the room, holding a small bag.

The students started giving their phones to the cat villain, Bane was told to search the school for anyone who could get in their way.

Fluttershy stayed close to Tree Hugger, she muttered, "I see three of them in the room, maybe we could...."

"What are you going to do?" Tree Hugger interrupted. "It's not like we carry weapons."

That's when Fluttershy remembered the web-shooters in her bag, also the pen that Adam gave her. When Fluttershy first discovered that Adam was Spiderman, he gave her a special pen that could signal him if she was in danger. So she pulled out the pen, pushed the button, sending the distress signal.

Adam was just leaving the music room when he felt his phone vibrate; he check the screen, and saw that Fluttershy was signalling him. So he went to change into his suit, but the heroes luck was about to run out.

=================================================

Rainbow Dash and Applejack were outside on the football pitch, they were minding their own business; when the farm girl's phone vibrated. She answered the phone, "Adam, what is it? Me and Rainbow need something to do."

"AJ, Fluttershy's in trouble, I can't get a hold of Twilight. Can you try and reach her?"

"Okay, Adam. Hang tight, I'll try and find Twilight." she hanged up. Rainbow ran to her and asked, "What's going on?" Applejack filled her in, but instead of looking scared, Rainbow Dash actually looked excited.

"This is great." the sports girl stated. "Because I get to help save the day." Rainbow used her new super speed and shot off like a missile, she ran straight for the school entrance. As she ran, she then remember something she needed.

"Wait, I need a costume." so she ran for the drama department, to look for a superhero costume.

==================================================

Adam was now suited up, he ran for the gym. However, he was stopped a familiar face.

Bane stood in front of the gym's entrance, groaning like a monster. "BANE!" he roared. Spiderman was confused, how could Bane be here; he decided to find that out later, so he went to fire a web-line at the brute.

That's when he remembered the his girlfriend had his web-shooters, he was basically defenceless. He then ran for it, with Bane running after him. The villain chased Adam towards the drama rooms, where he would run into someone else.

Within the dressing room, Rainbow Dash had put together her costume; a blue and grey leather jacket, with a small black eye-mask. She jump in fear when Spiderman crashed through the door, she helped him, but then saw the bad guy that threw him in.

"Bane!" the beast man groaned. Spiderman got up and prepared to fight, however, Bane kept punching him down. Rainbow decided to help, she super-speeded behind Bane and kicked him in the back of the head. He spun around and grabbed her by the neck, she struggled but couldn't break free.

Adam got up, pushed through the pain; he saw Rainbow in trouble. Spidey muttered, "The tubes. In his head." Adam pointed to the tubes that pumped the venom into Bane's body. So Rainbow Dash started kicked the cords, eventually the main tubes was knocked from it's place, the toxic liquid spilled all over the floor. Bane fell to the ground as his strength liquid leaked out of him, he began to go skinnier and weaker; that's when the villain passed out from the lack of the venom.

Rainbow Dash helped up Adam, that's when the boy realised what she was wearing. "What's with the get up?" Rainbow looked back at her outfit, then replied, "Oh yeah, I didn't tell you. I have powers." The boy was confused, so she showed him; Rainbow grabbed his arm, and the super-speeded to the entrance of the gym.

All Adam could say was, "Nice." The two of them entered the gym to finish the fight.

================================================

5 minutes earlier.

Two-Face had come back to the gym, Dead-Shot ordered him back out of worry when Bane didn't come back. Fluttershy decided to tell Tree Hugger what she had, "Spiderman's web-shooters, I've got them." She pulled the gadgets out of her purse, making her friend gasp. "Why do you have Spiderman's web-shooters?" she put her hand over his mouth so the villains wouldn't hear, she replied, "It doesn't matter; the question is, do we try and get them back Ad...I mean Spiderman? Or use them ourselves?"

Dead-Shot heard the two of them talking, so he went to see what the fuss was about. He saw the pink haired girl and said, "My, my, my; what a pretty little thing." He turned her face towards him. "Tell me, does your pretty little face have a name?"

Fluttershy broke away from her captor and muttered, "Sorry, Mr. But I have a boyfriend." Dead-Shot grabbed her face again, and pulled a gun from his pocket. "I'm afraid, that your 'boyfriend won't be helping you this time."

"Really, because I hear he's a nice guy."

Dead-Shot, Two-Face and Catwoman turned to see the two superheroes standing in front of the doorway. "Now let the go, Ashley." Spidey demanded. The heroes and the villains faced each other, Adam always loved punching villains around.

Two-Face and Catwoman went first, charging for the heroes, Rainbow and Adam fought back with a lot of force. Adam started by dodging Two-Face's punched, then delivering a kick to the stomach. Rainbow Dash tripped Catwoman up, and she fell to the floor hard. Spiderman punched Two-Face on the good side of his face, then the bad side; with one final kicked to the chest, he was down cold. Rainbow finished Catwoman by kicking her in the stomach, then a spin kick to the face.

"Two down, one to go." Adam muttered. Dead-Shot was standing by the hostages, pointing his gun at Fluttershy. Spiderman remembered what happened the last time he was in this kind of situation, but last time, he didn't have someone with super-speed.

Rainbow Dash ran towards the villain, without him realising, she kicked him to the wall. He dropped the gun and was out cold.

==================================================

When the O.S.C soldiers arrived through the breech portal, the cuffed the villains, taking them back to prison on Earth 1.

Fluttershy walked up to Spiderman and said, "Excuse me, Mr Spiderman. I found these in the school hall, be careful not to lose them again." Adam nodded at her statement as she handed him back his web-shooters.

Once the students had left the room, Rainbow Dash removed her eye mask. Adam asked, "So, what should we call you now?" Rainbow thought for a minute, then looked at her suit for ideas. That's when it came to her, when she saw the silver colour on the outline.

"Quick Silver." She stated. "Call me Quick Silver." Adam saluted her, welcoming her to the new team of superheroes. But that still leaves one question, what can Pinkie Pie do?

Symbiote Struggle

Adam woke up to the sound of Fluttershy in the kitchen, he got out of bed and found her singing to the birds that flew in through the window. The boy walked up to her a wrapped his arms around her, he started kissing the side of her head and muttering, "Good morning, beautiful." she giggled and continued to make breakfast.

As Adam sat down on the couch, the news was on the TV; the report coming up caught his attention. The reporter commented,

"Can you believe it folks? After the sighting of an alien robot in our city, scientists believed that there could be life out the Earth; and this morning, the theories were proven."

The TV showed a strange yellow liquid contained within a jar, the jar was being taken to the laboratory for the testing.

"Our scientists believe that this yellow liquid, is alive. Alien life, on our planet."

Adam was suddenly scared, Fluttershy sat down next to him and watched the report. She said, "Wow, aliens are real. Who knew?" Adam stood up and ran to the bedroom, he quickly changed into his suit. His girlfriend looked through the door, trying to see what he was doing.

He ran out the room and went straight for the window, until he was stopped by Fluttershy. "What are you doing?" she asked as she pushed him away from the window. The boy turned back to the TV and stated, "Look, that alien life, is dangerous. I've seen them before." Fluttershy hugged close to him, she was scared to now.

"What are they?" she asked.

Adam stroked her hair while she hugged him, he then answered, "Symbiotes."

===================================================

Adam contacted Twilight, they both swung to the lab; they crawled through the vents to get to the main laboratory. Adam saw through on of the ceiling vents, they were right over the lab where the symbiote was being kept.

Twilight crawled next to him and asked, "So what's the plan, exactly?" Adam removed the vent and crawled down into the room; no one was here, so they could take the ooze without being noticed. Adam walked over to the container, he glared at the jar of living slime.

Just as he was about to grabbed the jar, his spider-sense went off; someone was coming. He leaped onto the ceiling and waited for the incoming person. The labs door opened, a kid with camera walked in; Adam recognised the kid from the night he captured Tombstone. "Babs Seed. Apple Bloom's bratty cousin." he whispered.

Babs Seed was a photographer for the school paper, she still believe that Spiderman was a menace, and tried her best to prove that she was right.

The kid walked over to the jar, she began taking pictures of it. She muttered, "Totally worth braking in here." When Spidey heard that, he couldn't do anything about it. If Adam turned her in for breaking in, he would get done for braking in as well.

Spiderman and Spider-Girl couldn't steal the dangerous symbiote while people were here, so they decide to leave and come back for it tonight. They both crawled back through the vents and left the lab.

Meanwhile, once Babs Seed had finished taking photos, she turned around to leave; but when she turned, she knocked the jar over. The container smashed, the yellow slime fell onto the floor; the kid moved back as the slime started moving towards her, like it was alive.

She was backed against the wall, the symbiote reached her, and started to bond with her body. The slime covered her entirely, so she blacked out.

When she woke up, she was in a strange place; it was covered in cobwebs and yellow spiders. She could here a voice in her head.

"Babs Seed, I am Scream. And I have chosen you, to be my ride."

The kid was confused, but the she began to seem images; images of what could happen if she excepted the power. She started to like what she saw, it looked incredible.

"All you have to do is let me bond with you."

All Babs Seed could say was, "I'm all yours."

The yellow spiders crawled down from their webs and swarmed her body, they began covering her with the yellow ooze. She could feel herself getting stronger, the power was the one thing she need to rid the world of Spiderman, and now....

Both Babs Seed and the symbiote said this at the same time, "We are Scream!"

Babs' woke up with the symbiote suit on her, she was ready.

She laughed like a maniac before jumping out the window and swing off into the city.

======================================================

Spiderman and Spider-Girl came back to the lab that night, however, the police had already arrived at the building. The two spiders leaped down to Captain Shining Armour, they wanted to know what was going on.

Twilight had to disguise her voice, but she asked, "What happened here, captain?" The captain of the police took them inside the lab; in the main laboratory, the heroes saw the broken jar and missing ooze. Adam became very worried, a symbiote on the loose meant nothing but trouble.

Once the heroes had gotten the information needed, they swung off into the city. They swung all the way back to HQ, the needed to let the rest of the team no of the incoming crisis.

=======================================================

Adam decided to explain just how dangerous symbiotes are, the girls all gathered in the main room, waiting to here the story.

"Symbiotes come from the planet, Klyntar. They need human hosts to survive on Earth, so they bond to humans; it gives the human host powers similar to mine. If were dealing with a symbiote, then we need to find it, and destroy it." the boy explained.

The team all came to an agreement, but they needed to find the symbiote. What they don't know, is that it's already found a host. The heroes all assembled; Spiderman, Spider-Girl, Quicksilver and even Nova showed up. The four super-heroes all went out into the city, the hunt for the symbiote had begun.

However, there was another situation happening, right inside the HQ. Sunset Shimmer and Rarity were walking past the kitchen when they heard screaming; they barged into the room, only to find Pinkie Pie....all over the place.

Her arms had grow so long that they reached the other side of the room, her legs were stretched along the ground like the wires in Twilight's lab, she couldn't move any of her limbs. Pinkie looked at her friends and said, "Hey guys, just...stretching my legs." she giggled at her own joke. The other girls were both concerned and freaked out, what could have caused this?

"Pinkie, how did this happen?" Sunset asked. The party girl tried her best to explain, "When I was in Twilight's lab with Rainbow Dash and Applejack, we accidently spilled some crazy blue liquid onto ourselves; but don't worry, only me and Rainbow got splashed." Rarity stepped forward and stated, "Well, that explains where Rainbow got her powers."

The two girls tried to gather up Pinkie, she tried to retract her extended arms and legs, but even she had no idea how to control this.

================================================

Out in the city, the team had been looking for a hour, they've covered the entire city. Twilight was the first to speak, "Guys, I don't know about you, but we should call it a night." The others agreed, though Spiderman was still concerned, he wanted to find this alien menace.

However, he followed the others, they all went home. Little did they know, they were being watched the a certain new villain. Scream came out of her hiding space, she watched the heroes leave, "Don't worry super-heroes, you'll be seeing what I have planned very soon.

While the villain swung through the city, the symbiote started talking to her, "We need to get the rest of my kind here, from my dimension." Babs Seed was confused for a sec, this thing came from another dimension? The alien goo continued, "I was sent by my master, this symbiote already has a host; some even call him, the first. The first of our kind to come to Earth. We must build a portal to get the rest of my brother to your world."

Babs understood, the two of them had some work to do. Someone was coming, he wants revenge on a certain spider, I think you all know who he is; your kind call him...…. VENOM!!!

Venomous: Enter Venom

On Earth 1, in a small town in Britain; a very bad man was walking home to his Father. This monster had just been released prison, he left something at home; so he went home to get it.

As far as he was aware, his Father didn't know of his secret life; he thought his son was at a boarding school for troubled teenagers. So going home was not going to cause any problems, but that's what he thinks.

Kobi Smith walked through his front door, "I'm home, Dad. No dinner for me." he shouted into his living room. But his Father wasn't there. The boy marched up the stairs and into his old bedroom; when his door closed, leaped onto his bed a relax. All was quiet.

"Hungry!"

Kobi suddenly jumped in fright, hearing the creature in his head. He replied, "How am I supposed to keep feeding you? We just got out of jail."

"Tough Titties."

"You watch your language." Kobi stated.

"Oh, cut the crap. Bring on the meat."

They stopped arguing when a voice was heard from the shadows of the room. "You've got a lot of nerve showing your face in my house, you little shmuck." Kobi turned to the room's corner and found his Dad, standing in the dark. "Oh, Dad, you scared me." the boy explained.

"I scared him?" Mr Smith said as he walked in front of the bed. "After what I've heard, I scared him?" Kobi's father began explaining what he meant, "You lay here on your pathetic little cot, and dream about having powers like those super freaks. But I didn't know the lengths you'd go, the depths to which you'd sink." Kobi was still trying to process what he was talking about, "What depths, what sink, what are you talking about?"

The man started pointed around the room; all the while, music started playing.

"Little red dots on the kitchen floor. Little red spots on the concrete outside. I'm talking blood, my boy; I'm talking under my own roof." He then found a knife in Kobi's desk on the other side of the room. "You're a murderer."

The voice in Kobi's head sang; 'He's got your number now."

"I know what you do with the people you used to bring back here."

'He knows just what you've done.'

"I know, you're that venom monster." Kobi began covering his ear as his father went on, while he could still hear the creature singing in his mind.

'You've got no where to hide, you've got no where to run.'

"It's true, I'm Venom." Kobi said trying to act innocent. "But I was let out of prison, I served my time after battling Spiderman."

'He knows your life of crime.'

His father then pulled out a revolver and pointed it at his son. "Yes but they don't know about the murders, so tell it to the police."

'I think it's suppertime.'

Kobi and his Dad made their way to the front door, why Kobi was walking, he had his hands in the air and his Father was holding the gun to his back.

'Come on, come on; think about all those good times.'
'Come on, Come on; your future don't look great.'
'Come on, come on; ain't no time to turn squidish.'
'C-c-c-come on; I swear on all my spawns. When he's gone, the world will be yours. YOURS.'

As the Father and son made it to the front door, Kobi turned the knob and opened it; but then his Father pushed it closed again. Kobi turned to his Dad, the man explained, "You know, my boy; it kills me doing this. But, considering you're my son and all; I'm thinking, maybe we don't have to got to the police."

Kobi sighed in relief and said, "Really, Dad?"

His Father continued, "I'm thinking, what if I kept my mouth shut, and gave you a one way ticket out of town." Kobi was grateful and asked, "You'd do that for me Dad?" Mr Smith explained, "You could lay for a while, say 'thirty or forty years'. Meanwhile, I would keep that alien thing you've got inside you." Mr Smith then pressed the revolver onto Kobi's chest.

"Or, If you'd rather go back to prison." Mr Smith stated as he then held the gun to the boy's face.

Kobi had to think about this, his Father was letting him get away; but also taking away his powers. "What are you going to do?" Kobi replied, "I'll give you the alien." His Father then stated, "Excellent." He then turned his back to the boy, to put the gun back in the draws; that was a big mistake.

The only way out of this was unleashed Venom, he wanted supper, he's got it.

When Mr Smith turned back to his son, Kobi's body was being covered in black ooze; it made his grow in height and the face on the head was that of a monster. The man muttered, "What the hell is tha…."

But before he could finish, Venom opened his jaws and bite down on Mr Smith's head. The man tried to resist, but Venom picked him up so he was up-side down. With one slurp, the corpse slid down the monster throat like a noodle.

'Suppertime.'

Now that he was alone, Venom had some unfinished business. The monster roared like a dinosaur, it called his children to him. When he walked outside, standing before him; not in their Symbiote suits, Carnage, Anti-Venom & Toxin. Their master stated, "Our scout will soon make contact, I can feel that she's found a host. Your sister will give us a way to get to her. And once we do, Spiderman.... will be our dinner."

Author's Note

Warning: These next few chapters might contain some T rated features. Such as Death and curse words.

Venomous: They're Here

It was late at night, Adam was lying in his bed; Fluttershy laid next to him, sound asleep. All Adam could think about was how some one has taken the alien symbiote; he knows from experience how dangerous those things can be. He though, 'Every second I lie here, that creature is out there, planning some kind of scheme'; nothing else came across his mind.

There was only one thing for it, he had to keep searching for it.

Trying not to wake his beloved, he crept out of bed and wandered to his closet; he took out his suit and sat back down on the bed. While he was changing into his 'work clothes', it woke up the sleeping angel on the other side of the bed.

"Adam, what are you doing?" She asked as she turned to him. "It's only 2:30 in the morning." Adam turned to his girlfriend and replied, "I can't let the symbiote just run around the city, I have to find it." The crawled up the boy's back and wrapped her arms around Adam's neck, she rested her head on his shoulder.

"You work to hard, one day you're going to have to decide if you want to keep doing this. If you want to spend the rest of your life with me, then I can't keep worrying if your ever going to come back, every time you go out into danger." Fluttershy explained. Adam understood her words, he wasn't really going to be doing this forever; but for now, he had a job to do.

However, Fluttershy wouldn't let him stand up, "No, stay here a bit longer." he said. But the boy replied, "Come Flutters, I have to go to work. Wait for me?"

"Always." They then both shared a quick kiss before Adam put his mask on. The boy then climbs out the window and swings off into the city; leaving Fluttershy alone, only to worry for his safety.

===============================================

In a warehouse, on the docks of the city, an evil creature was put together a machine to bring her brothers and father to this world.

"We must hurry, father has told me about the spider that will try to stop us." Babs Seed could hear the symbiote voice in her head, giving her the instructions. She knew that this could end her world, but she couldn't give up this power; it felt like she could take on the Spiderman, get back at him for destroying her camera and all her hard work. "We still need one more thing to power the trans-dimensional portal, a power source."

"Don't worry." Babs' replied. "You say we need a crystal of some sort. Well, the Crystal Eye is on display at the Canterlot Museum. Not only is worth a fortune, but scientists say that it can be worked into a laser powered energy source."

"It sounds perfect. We must steal it in order to power the machine."

So, with those words; a yellow slime cover Babs Seed's body, it shaped into it monster of a form. The creature leaped out of the warehouse window and started leap-frogging across the buildings, she made her way to the Canterlot Museum. While she was traveling, she was thought about what it would be like to meet 'The First'.

==================================================

Spiderman was swing through the streets of Canterlot, he decided not to bother his friends; he would patrol on his own and let them sleep. But as he swung, he thought about what Fluttershy said to him, about one day giving up being Spiderman. Because she was right, Adam couldn't do this forever, but that was something to worry about in the future.

For now, Adam to worry about finding the symbiote. He already knew that it had found a host, so that makes finding it a lot harder. Never the less, Spidey had a job to do; he was going to find this monster, and destroy it.

After about an hour of swinging, nothing came up; Adam was just about ready to call it a night. The boy landed on a roof and looked down on his city, it was just as precious to him as the Equestria planet, back in Dimension 1. Just when Adam was going to head back to his apartment, his Spider-Sense went off.

Spiderman jumped out of the way of a blast, it looked like pink acid; when Spidey turned to the culprit, he found two unfriendly faces.

Discord and Screwball were pointing a swirty-gun at Adam, it was filled with more of that pink acid. "Daddy, you missed him." The teenage criminal states. Discord replied, "Don't worry, my little abomination. We'll get him this time." Discord fired another blast.

This time, Adam leaped over the blast and shot a web line at the gun; Spiderman pulled and yanked the gun out of Discord's hand. Adam then shot a web net at the two them, tying them together. "Next stop, prison." Adam said to the two of them. Spidey attached a web-line to them, then threw them off the roof; the web-line caused them to hang of the building.

Before Adam swung away, he called the police station to come pick them up. So as Spiderman was swinging away from the scene, two police cars arrived to take Discord and Screwball to Ryker's.

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At the Museum, Scream had already broken in; the alarms went off and two security guards rushed to see what the matter was.

When they saw what had broken in, they screamed like little girls. Babs' scared them both off, leaving her to smash open the glass case and take the crystal. However, as she was walking out; something standing it the smashed doorway caught her attention.

"Hey, you know what I think. Yellow was so last season." Spiderman said across the room. He approached the symbiote creature, asking, "So, what should I call you? Because I know all you creeps have weird chaos names." This statement just made Scream more angry. "So what is it? Matter? Fear? Terror?"

"We... are.. Scream!" the villain cried.

"Scream?" Adam asked, trying to be funny. "Who comes up with these names?" Before the fight started, Adam looked at the shape of Scream. "Wait a sec, you're a girl." It broke the line, Babs Seed pounced at the hero; knocking him to the ground.

The fight started when Adam pushed Scream off him, and then pounced at her. He held her to the ground and started punching her down. Left, right, left, right; Adam continued to throw hooks at her, even if she was a girl, she had to be stopped. When Adam stopped for a sec, Scream saw and opening and went to bite his face off. Adam sensed the attack coming and moved away the right moment. However, the creature leaped back up and knocked Spidey to the floor again, she held him to the floor again.

"Chomp, Chomp." Scream muttered as she went to bite him again. But Adam was quick and moved his head out of the way. Once she pulled back, Adam began punching her face again; blow after blow she was losing focus. And with the final punch, Scream was thrown back against the wall.

During the fight, she had dropped the jewel; Adam web-pulled the crystal to him, he held it in his hand. "Why would a symbiote want you?" he asked.

Suddenly, without him realising, Scream came around and leaped out the window; before she was gone, she shot a web-line at the Crystal Eye. When she had it, they were both gone; Adam tried to chase after them, but it was too late.

The only good outcome of this, was now Adam knew what he was dealing with. But he wasn't going to let her get away, so he used his eye lenses to track the signal of a symbiote; Adam scanned her signature while they were fighting, just in case she escaped.

So Spiderman started swinging after her, let the police take care of the mess in the museum.

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On Ryker's Island, two new inmates were being taken to their cells; they had both earned a cell in the supervillain sector of the prison.

Once the guards had put them in their prison cells, he walked off; leaving them to talk through the holes in the glass. "Daddy, why did you let Spiderman catch us?" Discord replied to his daughter's question with a confusing statement.

"Not to worry, my dear. We will be free soon. Adam's planned that we lead a gang of supervillains in season three." Discord explained. "What I mean is, we'll have our revenge on the wall crawler soon enough. Because I have something good planned."

As Discord said those last words, he started laughing like crazy.

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Meanwhile, Spiderman had found the warehouse that Scream had taken for her hide out. He crawled onto the window and peered inside, "What is that?" he asked when he saw the large machine at the end of the room.

Adam watched as Scream placed the Crystal Eye in the compartment, the machine suddenly sprung to life with power. The villain activated the controls, opening a portal to Earth 1; when the vortex was fully powered, Adam saw figures walking through.

Scream's symbiote suit dissolved; Spiderman could see who was behind the mask. "Babs Seed? What?" Adam couldn't wait any longer, so he smashed through the window and into the room. Babs' turned to see what had just crashed into her lair, but then turned her attention back to the portal.

The four figures stepped out of the vortex, when Adam saw who was leading them, his heart sank.

"No, not him."

Kobi stepped forward and stated, "Nice to see you again, Spiderman." Carnage, Anti-Venom and Toxin, still not wearing their suits, stepped out from behind him. Kobi turned to Babs Seed, he reached his hand to touch her face; she allowed him to stroke her cheek. "My daughter." Kobi muttered. "You have done well."

Adam was petrified, the most deadliest creatures he had ever faced, were now walking on his new Earth.

To Be Continued.....

Venomous: Toxic

The last time we left Spiderman, he was in an abandoned warehouse on the docks of Canterlot City. However, within the walls of that warehouse, the greatest evil that the wall crawler ever face had returned.

Adam stood face to face with, now five, symbiote infused humans. Each one with similar powers to his own, but with more monstrous features. Kobi stepped forward and stated, "How long has it been, my friend? Three, four months, since you packed your bags and moved to this world?" Spidey didn't respond to his statement, just stared at him with hate in his eyes.

The only thing Spiderman could say was, "Give Doc Ock, give me Green Goblin; give me Galactus. Give me anyone other than you." That little insult made Kobi chuckle, he then walked closer to Adam.

Spiderman sensed an attack coming, so he made the first move; and pounced at his enemy. But Kobi released Venom and punched the boy into the back wall. Adam was knocked out cold, so the symbiotes all released their alien counter parts, leaped out of the window and made their way into the city.

While on a rooftop, Venom made an announcement to his children. "My sons and daughter, it's time for this world to know of our presences. No hiding, no surrender; we will turn this world into the new planet for symbiotes." Once their master had finished, the creatures all ran off into the streets, causing chaos and destruction wherever they went.

Carnage attacked the city's town centre, scaring off anyone who was there. He shouted to the people, "All will fear.... CARNAGE!!"

Anti-Venom ran through the streets, his bulky size allowed him to crash into cars, without a scratch on him. The monster looked like it had the strength of Rhino and Juggernaut; this was shown when he lifted a van over his head and threw it at building beside him.

Toxin was swinging through the streets and trapping people in his web-cocoons, they could breath, but they couldn't move. He called his incubator; readying them for symbiosis. Bonding them with future symbiote spawns.

Scream ransacked the jewellery stores; but instead of stealing the jewels, she smashed all the priceless artifacts. She threw a chair through the window and leaped out to the streets; watching all the people run in fear. It made her laugh knowing that the people finally see her as a superior.

Venom stood on top a building, watching his children tear the world apart. He mumbled to himself, "It's over Adam. This world belongs to us now."

===============================================

The next morning, Adam woke up, still in the warehouse. When he got outside, the city was trashed; black slime everywhere. Spidey looked at his city, it looked worst then when the Sinister Six came to the Earth. The first thing Adam needed to do was make sure Fluttershy was okay, so he swung home to check on her.

After a few minutes of swinging, the boy arrived at his apartment. When he crawled in through the window, he found his beloved in the living room, watching the news. "Fluttershy." the boy said, announcing his presence.

Fluttershy turned to him and replied, "Adam. Oh Adam." she walk over to him and hugged him tight. "It chaos out there, you were right about these things; they're the most dangerous creatures you've ever faced." she looked up into his eye as he to his mask off, "What are going to do?"

Spiderman had only one answer to that question, "I'm gonna kick Venom's ass."

"Adam, language." the girl said as her boyfriend walked into the kitchen. Spidey took out his spare web-containers, and fixed them onto his belt; Fluttershy watched him work, until he looked up at her and said, "What?"

She replied, "You just look like a genius when ever you work like this, one of the things I like about you." Adam walked over to her and held her in his arms, "I have to be a genius to know that your the most beautiful girl in the multiverse." The couple quickly kissed before Adam returned to work; he now had new web-tech. Developed from his O.S.C web-shooters.

Spiderman re-applied his mask and went onto the roof, "Okay, let's see what we have." he muttered. Adam had set up a target to test his web-attacks. His new tech included, "Impact Web."

Spidey a blob of webbing that trapped the target in a large web, made up of the stickiest compound he could put into the fluid.

"Upgraded Taser-Web, with double the voltage." Adam shot the web-line at the target, it set of a powerful shock the electrocutes and burns the target.

"Web-Grenade." This last piece of tech was fired at the target; when it exploded, web was scattered everywhere. "Good to know it all works." Adam muttered.

Now that the boy was ready, he leaped off the roof and swung off into the city. It was time for him to take down the symbiotes.

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Spiderman swung through the streets of Canterlot City, in search of one of the symbiotes; so far, no luck.

Adam landed on the roof and sat on the edge for a minute, he looked over the city; nothing had changed, streets and buildings were still covered in black slime, giant black spider-webs hung from the rooftops & and people tried to avoid going out into danger by leaving their homes.

The boy started muttering to himself, "They just won't leave me alone. Ock, Goblin, and now Venom. They just won't stop until I've lost everything." But that didn't stop Adam fighting; he was going to find these symbiotes and put them back in prison, where they belong.

"Ah!"

That scream was the perfect calling card, Spidey swung down to where the sound came from.

Upon arrival, Spiderman found a man running away from his shop. The boy looked inside and found what made the man run away; Toxin jumped through the window and landed on top of Adam.

This symbiote could be recognised by his purple Spiderman outfit, with similar looks to the black Spiderman suit; worn by Adam when he first discovered the venom-symbiote. Only Toxin's suit is, as I said, purple.

The villain muttered, "Ha, ha, ha. You're gonna lose, Spiderman." Small black tentacles started to grow out of Toxin's back, one was about to strike Adam. But his spider-sense warned him and he grabbed the tentacle but it hit him, Spidey knock it away and delivered a strong punch to the symbiote's face.

They both stood up straight, and started their fight. Adam punched and kicked Toxin, causing him to stumble back; Adam's finisher was a web-zip towards Toxin and kicking him into the wall.

The villain got up after the blow and began crawling up the wall, Adam wasn't going to let him get away, so he jumped after him. The chase up the wall involved the hero shooting his taser-webs at Toxin, but he was able to dodge them and reach the roof. Spiderman then started chasing him across the straight line of rooftops.

While Toxin ran, anything that was loose enough, he grabbed and threw back at Spiderman. Adam did his best to dodge the attacks, he even grabbed some of the objects with his webs and threw them back at the villain.

One of the thrown back rumble hit Toxin and knocked him down; Spiderman jumped at the opening, and web-zipped to the symbiote. Adam started punching and kicking Toxin again, to finish him; Spidey pulled the same trick and deliver a struck kick, sending the symbiote crashing into a wall. But the villain wouldn't go down that easy, he got back up and charged at Adam.

When Toxin landed on Spidey, the room started to crack; Toxin's tentacles grew back and tried to strike the hero. Before the could attack, Adam grabbed them again; he started punching the villain while he held the tentacles. When he let them go, he kick Toxin in the stomach and threw him off.

Adam jumped into the air and pulled himself back down with his webs, Spidey landed on Toxin and caused them both to fall through the roof and into the building. Whilst inside, Toxin repaid Adam for the beat down he gave him by grabbing a chair and smashing the wall crawler with it. The blow knocked Spiderman out the window and onto the streets, The villain jumped out after him.

Spiderman decided to end this, he fired an Impact-Web at the villain, trapping him in the stickiest of webbing. With Toxin subdued, Adam leaped at him for the final blow; delivering a strong punch to the face, knocking him out cold.

When Toxin was defeated, his symbiote returned to the inside of his body. Adam muttered, "Should have left things alone, Dylan." he said, saying the villain's real name. Before Adam could swing away, something was fired at him.

An electric cable tied itself around Adam, draining his strength; the boy looked up to see two soldiers, in white and grey armour were walking towards him. One aimed his gun at Dylan, while the other pointed his gun at Adam. Suddenly, a third one walked over, he started speaking into a com, "Targets acquired, requesting pick up." That's when a helicopter flew over them, sitting on the edge of it, was a woman.

She jumped from the chopper and landed in front of the two soldiers, "Is that him? Is that the Spiderman?" she asked while staring at Adam. Before she could draw her pistols, a police car pulled up.

Captain Shining Armour stepped out of the vehicle and ordered, "Call your guys off, he works with us." The woman listen to what the captain ordered, and pushed a button on her wrist watch. The cable shut down and fell off Adam like rope; Adam muttered, "Captain, explanation please."

Shining Armour explained, "This is Silver Sable, she and her private army were called in to 'assist' take down these creatures." Silver Sable stepped forward an stated, "And you better not get in my way." she said pointing at Spidey.

Adam replied, "Excuse me, but I just caught one for you." But all Sable said was, "You got lucky, no one knows what these creatures are. Me forces are trained to deal with the unknown." With that said, Spiderman swung away; he wasn't going to let Sable and her Stormtroopers get in his way.

===============================================

Sable and her men took Toxin to one of their outposts, one they had set up in the city; there the had special containment cells, where they were going to keep the symbiotes.

Spiderman watched from a rooftop, he knew that once this was over, he'd call the O.S.C from Earth 1 to come and take these villains back to the Raft. The boy muttered, "But for now, I'll just let Sable keep and eye on them." Adam decided to head back to his HQ; he was going to need some help with this one.

Venomous: The Venom Bomb

Author's Note

I'm afraid this season will be finished soon, meaning the Spiderman: Equestria's Hero will continue when/if season 3 comes out.

So I hope you enjoy how I'm going to complete this season; I also hope you want me to make season 3, because I want to. But I won't do unless you tell me in the comments.

Venomous: The Venom Bomb

The next day; Spiderman arrived at HQ, Sunset, Twilight and Rainbow were waiting for him there.

When the hero walked into the room, Twilight explained an idea that she had come up with for defeating Venom. "If we created some kind of bomb, one that was only dangerous to symbiotes; then we could use it to destroy Venom, and his children."

Sunset replied, "The only problem is, to know what kind of explosive we'll need; we'll need a piece of a symbiote to test it on." Adam thought about where he could find a sample, but then he remembered that the only sample he could get was locked away in a Sable base. Spidey stated, "The only way we can get a sample; is for me to take down another one of Venom's minions before Sable can get them first. Once Silver Sable has them in her custody, we'll never get the sample."

The team had to think of a plan, but the thoughts were interrupted by an incoming news report. The four of them turned their attention to the TV monitor, and gasped at the report.

The reporter explained, "We received this message from one of the creatures that have taken the city hostage, he appears to have taken a high school girl hostage." The reporter then played the video message, it showed Anti-Venom in a chemicals factory.

"Spiderman! I have one of your friends." he moved the camera to show Rarity, chained up over a vat of acid. "Meet me at this chemicals plant in one hour, or I pull this lever and she's lowered into the vat. Don't keep me waiting." When the villain finished, the video turned to static.

Adam suited up and prepared to head out into battle; meanwhile, Twilight went to her lab to begin working on the bomb. If Adam defeats Anti-Venom, he'll take a sample of the symbiote to help make the bomb.

Before Adam left, he pulled Rainbow Dash to the side and spoke to her about something. "Rainbow, I need you to go to my apartment and watch Fluttershy for me. Venom knows who I am, I don't want her harmed." The Speedster replied, "No problem, Spidey. She'll be safe with me watching her."

With that cleared up, Adam put on his mask and leaped out the window and swung to the chemical factory.

================================================

Meanwhile, at a Sable outpost; the soldiers had turned an underground tunnel system into their own private headquarters. Within a laboratory, Dylan AKA Toxin, was strapped to an operating table. The symbiote human was confused on why he was here, and not in his holding cell.

As he wandered the reason for this, Silver Sable walked in, followed by a man wearing a lab coat. The man was carrying a bag, inside was what he called his 'tools'.

'Sable explained, "This is Dr Snyde; he will be running some test on you." As the doctor was setting up, Silver Sable left them both alone. This doctor had been fired from Rich Industries, his protects were deemed 'inhuman'; so Sable hired him to run some tests on the symbiotes.

Snyde explained, "My employer recons there is some secrets about your kind that we can learn from you. My former employers said my tactics were inhuman; lucky for me, your not all human."

The doctor pulled out a syringe out of his bag, it was filled with a strange yellow liquid; Snyde injected the liquid into Dylan's arm, the pain made him growl. No one was going to stop this guy, so Dylan could just take and not try to resist.

=================================================

Anti-Venom was standing in an alley outside the chemicals plant, a nearby clock tower showed that time was up; and Spiderman wasn't here. So the symbiote decided to try and see if he was hiding, "Spiderman, come out and play." he growled.

Suddenly, out of nowhere, Adam leaped down and landed on Anti-Venom's head; knocking him to the ground. "Tag." Spidey stated as he leaped of the villain.

When the symbiote got back up, he said, "You may have beaten Toxin, but I'm the real challenge." Using his camouflage, Anti-Venom disappeared into stealth mode. Adam had to rely on his spider-sense to win this, so he waited for Anti-Venom to make his move.

"Mhmm, brains. Yummy." the villain said as he reappeared behind the wall crawler. Spiderman turned and fired an Impact-Web at him, the webbing caught him in his tracks. With the opening, Adam ran to his enemy and started punching and kicking him. But when the webbing came loose, Anti-Venom broke free and punched the hero away; the symbiote then disappeared again, leaving Adam waiting for him to strike again.

This time when the villain appeared, Spidey was caught of guard; the villain delivered and strong punch to Adam's stomach, forcing him to fall to the ground. After the blow, Anti-Venom disappeared again.

Spiderman got back up, only to be pushed around by the invisible monster; when he reappeared, Anti-Venom threw another strong punch, knocking Adam down. The symbiote didn't disappear this time, he saw no reason to; so he approached the fallen hero. "It's a shame, I kinder thought you'd be more of a challenge for me." the villain picked Adam up by his head and held him up.

"What part of you should I eat first." the creature asked, licking his jaw. All the hero could mutter was, "How... about... my fist!!" Adam suddenly punched Anti-Venom directly in the jaw; three of his symbiote teeth shattered after the blow. The villain dropped Adam and stumbled back; Spidey fired another Impact-Web at him, trapping him in the stop he stood in. Spiderman once again started punching and kicking him on the spot, the final punch knocked him to the ground.

When the fight was over, Adam approached the creature; only to be knocked back when he broke out of the web. Anti-Venom ran to the plant's entrance and smashed through the door; Spiderman started swinging through the destroyed door and ran after him.

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At the home of our hero, Fluttershy answered the knock she received from the door. Her friend Rainbow Dash, was waiting for her; Rainbow explained, "Adam told me to keep an eye on you while this whole thing is going on, he doesn't these creatures coming after you." Fluttershy understood her boyfriends concern, so she let her friend in.

While Rainbow was there, the two of them watched the news; a report was on about Spiderman catching one of the symbiotes and that it was being held at a Sable base.

The reporter explained, "The creature is being held in a facility operated by the protection force, known as Sable International. We have no intel on what is happening to the creature, but the rumours say, it's being used to create weapons for Sable. Turning it from a peace keeping task force, to a new terrorist group; and with Silver Sable leading them, the daughter of known crime boss, Silvermane. Any outcome could appear."

The two friends were concerned, the last thing this city needed was a threat bigger than the symbiotes. All they could hope was that Adam and the others could stop this before it gets out of hand.

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Deep within the chemicals plant, Adam found Rarity hanging by a chain, over a vat of acid. "Spiderman, help me!" she cried. When suddenly, Anti-Venom appeared on top of one of the taller vats; he said, "Sorry your friend can't talk, she's in the bath right now." The villain fired a symbiote web at the lever on the control panel, the chain started to extend, lowering Rarity into the acid.

As Anti-Venom disappeared, Adam had to stop the chain. He ran over to the controls, and tried to stop it; but the symbiote reappeared and punched him away. Adam muttered, "Guess I'll have to fight my way through you."

As the chain continued to lower Rarity down, Spiderman and Anti-Venom got into another epic brawl.

Spidey started by firing a Taser-Web at the villain, the electric shock stunned him for a minute; Adam leaped towards him and started punching and kicking him to the ground. But when Anti-Venom recovered, he tried to claw at the hero, but Adam leaped out of the way.

Spidey tried a different approach, he leaped into the air and started swinging around the room. On the final swing, he held his legs and kicked Anti-Venom in the face. Once he was stunned, Spiderman shot a web-line at him and pulled him forward; Adam delivered and strong punch to his face, knocking him away.

Once the threat was out of the way, Adam noticed that Rarity was inches away from the acid; he fired a web-line at the lever and stopped the chain. Spiderman turned back to Anti-Venom; like Toxin, the symbiote dissolved back into his body when he knew he was defeated. So Spidey trapped him there with an Impact-Web, the got his friend down.

Once she was safe, Sable agents crashed through the door and held up their weapons. "Don't move Spiderman, step away from the hostage." the leading one ordered. "Darn it." Adam said; the boy then web-swung out the window, Rarity understood and went with the Sable agents. They also took Anti-Venom into their custody.

==============================================

When Adam got home that night, Rainbow Dash and Fluttershy were still watching the news. He sat down with them to see what the report was about; when he sat, Fluttershy rested her head on his shoulder, so he wrapped her arm around her.

The news reporter stated, "Sable International have captured another one of the creatures that have taken the city hostage; and have also rescued the hostage that was taken by this creature earlier today. Silver Sable has also branded Spiderman as new target for Sable, saying 'He is in league' with these creatures. Spiderman is now wanted for questioning by Sable; and they say he'll be, I quote Sable 'shot on site' if he tries to escape or interfere with their operations."

"I don't believe this!" Adam states. "These people just walk into the city like they own it. And say I'm the enemy." Fluttershy stood up and hugged him, "It's okay Adam, we'll get through this."

Adam replied, "Its not just the fact that these guys are after Spiderman, what if they find out who I am? Is there a future for us if I'm on the run from Sable." With Rainbow Dash sitting and watching, Fluttershy explains, "Like I said, we'll get through this. Together."

The couple then kissed on the lips, Adam's bad thoughts suddenly went away as he held her close to him. Venom was going to be stopped.

Venomous: The Carnage Express

Adam woke up the next morning, Fluttershy hugging close to him in their bed; he looked out the bedroom door and saw Rainbow Dash sleeping on the couch. When the boy got up, he walked into the kitchen for breakfast; whilst there, he switched on the radio to see if anything new had come up.

The radio broadcast was a report on the latest news about the symbiotes, the broadcaster stated, "Police forces, with the help of Sable International, have been able to retake parts of the city. They've no longer branded the invaders as terrorists, now they are just criminals on the run from the law." Adam just ignored the fact that Sable as getting the glory for him taking down Toxin and Anti-Venom; then the reporter continued, "In other news, the train station has been taken out of action; due to the creature calling himself, Carnage." that caught Adam's attention.

He turned up the radio to listen in to the report, the reporter explained, "The fugitive known as 'Carnage' has taken the train station hostage and uses one of it's railway trains as a transport to where it terrorises parts of the city. Sable has been trying to break the barrier, however, they have had no luck so far."

Adam knew that the next symbiote to take down was Carnage, he needed to get to the train station. He ran back into his room and started changing into his suit. Fluttershy was still asleep, he didn't want to wake her, so he left her a note.

When Adam had changed, he put on his web-shooters and leaped out the window.

When Fluttershy woke up, she found the note that her boyfriend had left her. It read....

Gone to the train station, be back soon.
Love, Adam. X

She knew that if he had left her a note, it meant that he'd gone there to stop some terrible threat; so once again, she started to worry for his safety.

===============================================

Spiderman arrived on the scene, Sable was firing their blasters at the building; the red symbiote armour could not be dented. Adam was on a building's roof close by, he looked down at the sable agents, they had no idea what they were doing.

Spidey decided to get in on the action, so he swung from the rooftop and through and small opening in the symbiote. He smashed through a window and landed on the floor of the train station. When he looked around the room, the poor boy was horrified.

People, innocent people, completely drained of life; they were scattered around like food in a bear cage, at the zoo. When Spiderman looked up, crawling around the ceiling was the creature that did this; Carnage was covering the room in his sticky red and black goo.

"Hey!" Adam cried.

This caught the creature's attention, it jumped down to the ground and stared at his prey. "Spider...Man. You will…. Fear.... CARNAGE!! he suddenly roared. The symbiote pounced at Spidey, they both started rolling around the floor; Adam had to fight back.

Carnage held him to the ground, the creature tried to bite the hero; but Adam saw the attack coming and dodged the threat. The boy then started delivering blows and punches to Carnage's face, one was right between the eyes; throwing Carnage of him and sending him into the wall. But the villain was defeated that easily, Carnage used a ability that Adam had never seen before.

The symbiote's arms were at his side, until he started to raise them; Adam looked around, the bodies of the dead innocents started to move. One by one, they started to stand up, like zombies. While Adam was surrounded by the symbiote infused corpses, Carnage leaped through an open door; he landed on the back of a symbiote covered train, in then started to drive away.

What could Spiderman do?

===============================================

At HQ, Twilight and Sunset had two projects to work on; one was the Venom Bomb. The other, was a new super hero they discovered not too long ago.

While Twilight was in the lab, Sunset had Pinkie Pie out on the field; they were testing her new powers. "Okay Pinkie, try to grab this apple." she said as she placed an apple on a table, thirty metres away from Pinkie. The party girl focused as hard as she could, raised her arm up to try and grab the apple.

Suddenly, her arm stretched like rubber, long enough that it reached the apple. Once she had it in her grasp, her arm shrunk back to it's normal state. "Wow." Pinkie stated.

Sunset explained, "Pinkie, this is incredible. It's like that energon turned you into silly puddy." The party girl started laughing and said, "Ha, ha, I like silly puddy."

Meanwhile, in the lab, Applejack was watching Twilight work. The cowgirl explained, "Twilight, maybe you should take a break, you've been working all night." But the science girl couldn't stop, when she gets into a project, there's no stopping her. Not even Spike could get her to stop, he tried to get a word in, but she would just keep working.

"I'm sorry, Applejack. But Adam needs this bomb to destroy this Venom monster before he destroys us." With that said, she kept on building the bomb. Applejack just took Spike and left her to her work.

==================================================

Spiderman had no choice, he had to fight his way through these corpses; so he punched through the bodies to get to the train before it got away.

Three bodies tried to grab him, but Adam spun his leg around and kicked them away. One that tried to pounce at him from behind was quick; but Spidey's spider-sense went off, he turned to the incoming threat and punched it away. The final few were easy to knock down; Adam tried a new tactic to fight them off. Spiderman leaped into the air, he landed on the shoulders of the leading zombie; he began walking on their heads like stepping stones.

When all the threats were dealt with, Adam leaped through the gates and used his webs to latch onto Carnage's getaway train. Spiderman punched through the glass and slipped into the room with the symbiote villain.

All Carnage could say was, "Carnage will tear you apart." The two of them began their fight, one that would end in total defeat for one of them.

Adam started shooting webs at the villain, trapping him in a web-net; once there was an opening, Spidey web-zipped towards him and started punching and kicking the crud out of him. Eventually, Carnage broke free from the webs and punched Adam back. When the boy hit the back of the train cart, he got back up and kept fighting; Carnage was using the symbiote in the train to grow more powerful, but Spiderman web-zipped towards him and used both his feet to kick him into the next train cart.

Now Carnage was mad, he got up and started to channel his power through the train again. Suddenly, a wave of red slime was pushed through the train cart; Adam was too late to dodge it, and he was knocked back. The villain kept throwing those waves at Spidey, he was able to dodge some of them; sometimes he would jump to the ceiling, or latch onto the wall. Sooner or later, Carnage grew weaker because of his power use; so Adam used the opening, he web-zipped to the villain and began punching him to the ground.

However, the symbiote grabbed Adam's arms and pushed him to the floor; Spidey couldn't get him off. "Just a bite." Carnage muttered, before readying to bite at Adam. But Spiderman was able to dodge the attack and then started punching Carnage in the face. But when the symbiote was able to stop him, he was ready for another bite, "I'm having spider, tonight." Then the creatures jaws chomped down at Adam. But once again, Spiderman dodged the bite and was able to kick Carnage off him.

Once he was free, Adam started backflipping back; Carnage was getting ready to strike again, but Adam was going to finish this.

Spidey rapidly fired webs at the villain, it trapped in a web net again; this time, Adam didn't waste time just beating him up. Spiderman delivered and strong kick to Carnage's chest, sending him crashing into the train's control panel; the electricity shocked him until he was unconscious. It was then that Adam realised there was no way to stop the train.

Spiderman ran to the front of the train, he decided to use an old trick that he used on a train and on the goblin nation truck. Adam fired web-lines at the inside of the train tunnel, but when he was pulled by the thrust of the train, the webs broke and the train didn't stop. "Oh come on, that always works." But then Adam recognised what street they were underneath.

So Spidey got on the phone to Shining Armour, "Captain, they still doing construction on Mane's Street?" The Captain confirmed the road would be closed for another month, something tells me it'll be closed for longer now.

Spiderman leaped off the train and onto the tunnel's ceiling, he shot webs at the train track, pulling it into an upwards position. The train flies up through the street and crashing to a stop, Adam checks on the only passenger on the train; Spidey finds Carnage still trapped in webs, the hero states, "Next stop, prison."

Sable agents arrive on the scene, they take Carnage into their custody; Adam is standing by Shining Armour with a bad feeling. "I don't trust these Sable guys, something tells me, they're up to something." the boy states. The Captain agrees, but was not sure.

With Adam's work done, he decided to swing home. Something there, was waiting for him.

=================================================

It was now evening, on the roof of Adam's apartment, something big was crawling in the darkness; using a phone that the creature stole, he made a phone call to someone in the apartment.

Fluttershy was reading a book when her phone rang; Rainbow Dash had gone out to get some dinner, so Adam's girlfriend was all alone. She answered her phone with, "Hello."

She then heard someone singing on the other end of the line. "Hey little lady, hello."

So Fluttershy replies, "Who...who is this?"

"You're looking cute as can be."

Now she was really confused, she asked, "Is this someone I know?"

"You're looking mighty sweet." the creature sang as it crawled down to Fluttershy's window.

Fluttershy then thought she knew it was, "Adam." she sighed in relieve.

But then the creature replied, "No it ain't Adam, it's me."

Fluttershy looks out the window, and see's Venom hanging from a symbiote web; she could hear him laughing into the phone. She watches him crawl up to the roof, so she leaves her apartment and follows him up to the rooftop.

Venom waits for her on the roof, when she arrives; Fluttershy mutters, "I don't believe it." But Venom moves closer to her and replies, "Believe it baby, I'm real." Fluttershy had mixed feelings, she asked, "Am I dreaming?

"No, and you ain't in Candis nether." Venom replies. Then he explains, "I don't want this anymore, look at my claws. I'm stressed out; I'm a gonna, honey."

Then Venom starts singing again, "Come on and give me some love." he sang, moving closer to her.

"I.. I have a boyfriend." she said moving back.

"Hey little lady, be nice."

She asked, "Are you always like this?"

"Sure am, look at my face. Come let's break the ice."

"I don't understand." Fluttershy tries to move back.

"No more life of crime."

"What?" she squeaks.

"AND NOW IT'S SUPPERTIME."

Suddenly, Venom grabbed her arm with his symbiote webs; she tried to break free, but he was to strong. "Oh, relax doll. It'll be easy." He picks the poor girl and attempts to eat her; she screams for help.

But not far away, Adam was swing back; before it's too late, he see's what's about to happen and jumps in to stop it. "Get off of her!" Adam shouts as her crashes into Venom. Fluttershy falls, but Spiderman catches her, "I got you." They both hug each other tight.

But all of a sudden, Venom snatches her out of his grasped. As the creature holds her, he states, "You want her, meet me at the school, tomorrow night. If you beat me, your girlfriend goes free; but if I beat you..." He then looks at Fluttershy and licks his jaws with his lizard like tongue.

With that said, Venom puts Fluttershy over his shoulder and leaps away; Spiderman tries to stop them, but its too late. As they disappeared into the night, Adam fell to his knees and cried, "NO!"

To be continued.....

Venomous: Sable Strikes

That night, Spiderman sat on his roof; the rain started to fall on the city. The boy didn't care that he was getting drenched, all he cared was that he finds Venom, and destroys him.

Before he could get up and swing off into the city to look for his arch-enemy, his communicator went off, calling him back to HQ; Twilight called and explained, "Adam, come to HQ. I have something you've got to see."

The boy didn't want to stop his hunt for Venom, but he had other responsibilities; he didn't even have a plan. So he swung off his apartment building and web-swinged to the HQ; all while he was thinking, 'Fluttershy, she must be so scared'.

During the swing, Adam thought about other things; like how he could really use some wisdom right now. Someone who could give him advise that would help him win the day; unfortunately, he didn't know anyone like that.

When Spidey landed on a roof, he thought out loud, "What about Madam Web." But then it came to him, "Who am I kidding; that old crone is never around when you need her."

Suddenly, Spiderman was surround by purple and pink smoke; he then fell into what seemed like a void, and landed in front of an old woman sitting in a spider web like chair. "Really? 'Old crone' am I? You should watch your manners, Spiderman." Adam got up and saw who it was, "Oh great, I think I've changed my mind about wanting some wisdom."

"Let me guess, your here to tell me that what I'm doing is wrong, and your here to give some kind of riddle that will end with me learning a lesson and feeling bad about myself?" Spiderman asked her. But she shook her head with disappointment, then explained her reasons, "You should know what you're doing is wrong, but why do you still surround yourself with this life?"

Adam was confused, but let her continue, "That girl is trying to make you stop being a hero, you were born to be the greatest hero in history; you must not let that girl take that way from you." The boy was not going to listen to her insult his girlfriend, so he stated, "Listen, Web. My decision to give up being Spiderman would be for her, I love her. You don't control my life." That's when Madam Web used her magic to put him back in the real world, he landed back on the roof he was on.

Before she disappeared, Web muttered something, "One will still die."

Adam ignored her crazy words and swung off to the HQ; Twilight, Sunset, Pinkie & Applejack were waiting for him there.

==================================================

When Spidey made to the HQ, Twilight brought the group into the lab; she had finished the Venom Bomb.

The science girl explained, "Since Adam wasn't able to get me a symbiote sample, I had to work with the notes he gave me. But, the bomb will destroy the symbiote, but will also destroy the host. So if your going to defeat Venom, we've got to get the host out of the suit before you destroy it."

Spidey understood what he had to do, so he took the bomb and placed it on his belt; but then, Twilight took them into the main control room. "The other reason you had to get here fast, was because of this." Twilight showed the group a video of the inside of a Sable base.

The video showed Sable agents and scientists torturing the defeated symbiote hosts; Carnage, Toxin & Anti-Venom were in cages like animals. They were being jabbed with electric shock spears, and they were being exposed to different types of gas; it was killing them.

Adam asked, "How did you get this video?" And Twilight replied, "I've been suspicious of these Sable guys the day they arrived, so I hacked into the security network and watched them until I had proof they were up to no good." Then she pulled up a second video, "And look at this."

This new video showed Silver Sable on the phone to someone; Twilight turned up the volume so they could hear was she was saying. "Yes Mr Rich, your buyers will not be disappointed. Once Dr Snyde has finished his experiments, we will have an army of these creatures; you must remember to share the profit with me."

Adam couldn't believe this, Sable was going to sell the symbiotes as weapons; he had to stop them. "Twilight, give me the location of that Sable base; they may be villains, but I can't let this happen to the symbiotes." The science girl wrote down the address and gave it to the hero; Spiderman then swung to the location, putting an end to Sable.

===================================================

Adam arrived at the Sable base, it was disguised as an office building; using the lenses in his mask, Adam scanned for the easiest point of entry. When Spiderman saw a window with the least amount of guards, he sprang into action.

Spidey crashed through the window and knocked down the two Sable agents. He looked down at the two of them and demanded to know, "Where's Silver Sable?!" The agent pointed at the elevator, Spiderman prided open the elevator door and jumped down the shaft.

When Adam landed on the bottom level, he prided open another lift door; when he walked into the room, it was full of Sable agents.

"Don't move, Spiderman!"

Adam looked up and saw Silver Sable standing on a platform; she, like the agents, was pointing her gun at Spidey. Adam only saw one way out off this; he looked around the room, until he found a junction box. Without anyone being able to stop him, Spiderman fired a Taser-Web at it; all the lights went out.

There was gun fire, there was punching noises; men getting knocked out. Silver Sable waited for the lights to come back on, but when they did, all her men were knocked out; Spiderman was standing in the middle of the room, not a scratch on him.

All the Sable leader could do was run, but Spiderman chased after her. The hero chased her into the containment room, she was back up against a wall. Spiderman didn't hurt her, didn't even touch her; he just fired an Impact-Web at her and she was stuck to the wall. Once she was caught, Spiderman made some calls.

Later that evening, O.S.C troopers came through breaches; they took the symbiotes back to the Raft on Earth 1. As for Sable and her men, Captain Shining Armour ordered the organisation to be shut down and that the men are to be let off with warnings, they were just following orders.

As for Silver Sable, she was taken to Rykers.

With his work finished, Spiderman swung back to HQ; however, only Applejack, Pinkie and Spike were there.

=================================================

Twilight and Sunset had snuck into the school, they were told by Adam, that's where Venom was keeping her; so they were going to try and save her.

When they entered their high school, the halls were covered in back slime; the followed the trail into the gym. Inside was a giant symbiote blob monster; the two girls saw the face of Venom on the monster, the giant teeth and huge white eyes.

They also saw Fluttershy tied to the wall, Scream was guarding her. But their attention was turned back to the blob monster. They heard it roar, "I....am....Bad!!"

Author's Note

The next Chapter will be the last, what do you thinks gonna happen?

Venomous: The Real Mean Mother From Outer Space

Adam swung back to HQ, looking for Twilight; the hero called out, "Twilight, I beat Sable. I need some stronger tech to take on Venom; I'm going to get Fluttershy back." However, nobody replied. Twilight, Sunset, Applejack; no one was here.

Until Spidey found Pinkie Pie and Spike sitting in the control room, watching the news. When the noticed Adam walk in, they told him to come see what was happening. Pinkie explained that Applejack and Rarity went down to the scene, they were going to meet Rainbow Dash there. The News Reporter explained the situation of tonight's story...

"It is madness at Canterlot High School, the whole building has been covered in the mysterious black slime. The police are un able to make a dent in it's hard like shell; and now we are getting word that three teenage girls are trapped inside. The hostages have been identified as Fluttershy, Sunset Shimmer & Twilight Sparkle; and there is still no sign of Spiderman."

The news camera that was at the scene showed a view of the school; it was as the reporter said, black symbiote had cocooned the building. The camera also showed Scream crawling on the roof of the school, she growled at the people in the crowd.

Adam had to get down there, but his tech was out of charge or damaged from his fights with the other symbiotes.

He went into Twilight's lab, he tried to fix it Web-Shooters; but the circuits were fried. "It's no good." the boy muttered. "They've been over used, and over heated. I can't fix them." When Adam was ready to give up, he noticed Pinkie walk into the room. She said, "Adam, I think I might have something that could help you with this situation."

Pinkie led Adam down to an old storage room, she revealed one of the crates that was marked, 'Original'. Adam used his strength and pride open the box, and inside was something he'd not seen for five months.

The party girl stated, "You left this at Sunset's house when you came to rescue us from Doctor Octopus, she found and kept it safe. When we bought the HQ, we put it in the storage in case you needed it. It's web-shooters should still work."

Adam lifted the contents of the crate in his hands, it was his original suit; the old red and blue. Adam took it to his changing room and suited up.

When he emerged from the room, his old suit had never looked better on him. He stated, "I forgot how comfortable this suit was." Once he made sure that Pinkie Pie and Spike were okay, Spiderman leaped out the window and swung towards Canterlot High.

=================================================

As Spiderman swinging towards the school, the people in the streets were amazed to see him in the original suit. The crowd at the school cheered when he landed in front of them, he faced the school and was prepared to end this. In front of the crowd was the entire Canterlot police force, Captain Shining Armour saw the wall-crawler land and approached him to brief Spidey of the situation. Before he went to talk to the police, he noticed Applejack, Rarity and Rainbow Dash in the crowd; he winked at them, saying 'I'm gonna get them out'.

Adam turned to the captain, he explained, "My men can't make a dent in that black goo, the only way we can see to get in is there." he pointed at a small opening in the window, one that wasn't cover with the symbiote. Adam had a chance to get in, he didn't waste it.

Spiderman swung up to the window, but suddenly, a yellow blur shot two web-lines from the roof and pulled Adam up to them. Spidey was thrown onto the roof of the school, he was smacked down onto the concrete; when he looked up, Scream was crawling around him.

Scream pounced at the hero, she held him to the ground and attempted to bite his head off. "Rah!" she cried before biting chomping at him; but Adam was able to dodge it. Once she moved her head back, Adam was able to punch her in the face over and over. As he punched her, Scream grabbed Spidey's wrist and held it down; she tried to bite down on him again.

But once again, Spiderman dodged the blow and kicked her off him.

Now they were both to their feet, Adam charged forward and punched her to the ground. Then Adam used a powerful attack; he leaped into the air and pulled himself back down with his webs, causing both him and Scream to crashed through the roof and into the school.

Their fight continued on the top floor of the school, Babs Seed tried a trick her 'father' taught her. She jumped in the air and spun around; while she span, symbiote slime sprayed out of her hands. It was living goo, so Adam started web-swinging around the room, until the slime dissolved.

Once the floor was clear, Spiderman jumped to the floor and began attacking the symbiote; punching and kicking her. Scream fought back, using her claws to strike Spiderman down; but Spidey dodged every blow.

Until one strike hit the hero and knocked him back, he crashed into the back wall. The symbiote charged at the hero, her teeth were sharp and she was mad; but Adam had a plan. When Scream reached him, Spidey leaped over her and allowed her to crash into the wall; he then used his webs to pull himself towards her and make her crashed through the brick wall. They both land in the other room.

Adam need to finish this fight so he could stop Venom, so he tried to make this last bit quick.

Scream used her own trick and sprayed the floor with her slime again, this time; one puddle managed to grab Adam by the ankle. The symbiote used the opening to pounce at the hero; but Spiderman broke free and upper-cuttered Babs Seed in the face, knocking her down.

When she tried to get back up, Adam used the same attack from the roof; leaped up and pulled himself down with the webs. They both crashed through the floor again, Spiderman pushed her down with his feet; when she hit the ground, she was out cold. Spidey quickly webbed her up, she wasn't getting away this time.

Once Scream had been dealt with, Spiderman made his way to the gym.

=================================================

Inside the large room, the three girls were stuck to the wall; Venom was still in his giant blob monster form. He had black, oozy tentacles growing out of his sides and he had way more teeth than before. The monster's head was held up by a thick neck tentacle, with two large, white marks for eyes.

"Ha, ha, ha, ha. Spiderman won't stop me now. I have evolved into a more greater form." Venom stated as he turned to the girls. Fluttershy had never been more frightened in her life, more terrified then when she was taken captive by Doc Ock or Goblin.

Suddenly, the gym's door busted open and Spiderman swung into the room. "Am I too late for the party?" Fluttershy's tears then stopped when she saw her boyfriend in his classic red and blue suit. "This ends now, Kobi!" the hero stated.

But then, Venom just started laughing; he then used a tentacle to point at small black pods that were growing beside him. "You really think so?" he asked, sarcastically. Adam then realised what Venom meant, he knew what was in those pods.

"You're going to infect everyone in the city, thousands of symbiotes. That's what you came here to do." As Adam stated that, the music started up again.

"No... Shit. Sherlock." the creature replied.

"I don't care what it takes, this ends tonight. You're going down." Adam replied.

"Better wait a minute, you better hold the phone."
"Better mind your manners, better change that tone."
"Don't you threaten me son, you got a lot of gall."
"We're gonna do things my way, or we don't things at all."

Adam is held still by the symbiote on the floor, it wraps around his feet, forcing him to listen to the symbiote monster.

"You don't know what you're messing with, you've got know idea."
"You don't know what you're looking at, when you're looking here."
"You don't know what you're up against, no, no way, no how."
"You don't know what you're dealing with, but I'm gonna tell you now."

Adam then noticed little Venom jaws all around the room, they were singing, "Aaaaaaaah."

"Aaaaaaaah."

Then Venom took over, "I'm just a Real Mean Mother from outer space, and I'm bad.

"Real-ly mean."

"I'm just a Real Mean Mother from outer space, and it looks like you've been had."

"I'm just a Real Mean Mother from outer space, so get off my back, get out of my face."

"Cause I'm real-ly mean, and I am bad."

Suddenly, Adam is grabbed by one of the tentacles and is slapped by the others, while Venom keep singing.

"You wanna save your skin boy, you wanna save your hide?"
"You wanna see tomorrow? You better step aside."
"Better take a tip boy, want some good advice?"
"You better it easy, cause your walking on thin ice."

Then Venom throws the hero to the wall.

"You don't know what you're messing with, no you never did."
"You don't know what you're looking at, well that's tough titty, kid."
"The lion don't sleep tonight, and if you pull his tail, he roars."
"You say 'that ain't fair', you say 'that ain't right'; you what I say, 'up yours'."

"Aaaaaaaah."

"YEAH!" Venom shouts.

"I'm just a Real Mean Mother from outer space, and I'm bad."
"I'm just a Real Mean Mother from outer space, and that means there's trouble, lad."
"I'm just a Real Mean Mother from outer space, gonna trash your ass, gonna rock this place."
"I'm real-ly mean, and I am bad."

"Mhmm!" the symbiote hums as Spiderman tries to get back up; but Venom stares right at him, forcing him back to the floor.

"Don't you talk to me about old King Kong, you think he's the worst, well you're think wrong."
"Don't talk to me about Frankenstein, he got a temper, HA! He ain't go mine."

Venom allowed Adam to stand, but swished a tentacle round and knocked him over again.

"You know, I don't come from no black lagoon; I'm from past the stars and beyond the moon."
"You can keep the Thing, keep the It, keep the Creature; they don't mean shit."

Venom kept slapping Adam around, all the while; the girls were watching. They couldn't lose hope in Spiderman.

"I got one style, major moves."
"I got the stuff, I think that proves."
"You better move it out, nature calls."
"You got the point, I'm gonna bust your balls."

A tentacle was suddenly harpooned towards Adam, but he leaped up and did the splits on two beams, holding the roof up. Venom started laughing as the music started getting more intense, Adam jumped down to face his nemesis.

"Aaaaaaaah."

"I'm just a Real Mean Mother from outer space, and I'm bad."
"I'm just a Real Mean Mother from outer space, and you've got me fighting mad."
"I'm just a Real Mean Mother from outer space, so just beam it up, it's all over ace."
"I'm real-ly mean."