The Amazing Spider-Blitz: The High School Chronicles

by EpicLightning

Rating: teen
Tags: Death, Alternate Universe, Human, Other, Romance, Rarity (EqG), Original Character, Adventure, Equestria Girls, Crossover, Sunset Shimmer
Length: 25788

Brilliant student and social outcast Lighting Blitz discovers that he has amazing powers and abilities like no one has ever seen. But he soon learns that with these great powers must also come a great responsibility...

Cover art

Lightning is far from the average student at CHS. He is the top of his class, by a significant margin, and aside from his best friend Sunset Shimmer, he is a complete social outcast, almost completely incapable of holding any form of conversation with anyone who isn't a teacher. But all of that changes after an incident at a school field trip. Or, so he thought. Turns out having powers doesn't really change your social status if no one knows about them, nor does it really make it easier to talk to the pretty girl from English class. But as major threats start to rise in Canterlot City, Lightning realizes that someone has to stand up to them. As a great man once said, with great power comes great responsibility.

Published 2020-11-10 12:30:00 UTC
Last updated 2021-04-13 08:35:36 UTC

No Ordinary Trip

It was a typical day in Canterlot. Under the sunny blue sky stood a group of high school seniors, waiting for the bus to come pick them up. All but one lonely, pale figure stood close by the curb. The gentle breeze blowing through his messy yellow hair, he looked upon the rather talkative group of students through his sky blue eyes, longing for any form of social interaction. Unfortunately, even if he was able to speak with others without making a fool of himself, many wouldn't have found him all too interesting. Being the smartest student at Canterlot High had its downsides, and this was definitely one of them. Not many were interested in the complex nature of math and science, how despite the years and years of research, there is still so much to discover. The untapped potential was overwhelming, it was exciting to dive into and explore. Yet, not many people share this same level of enthusiasm over a required school topic. Letting out a deep sigh, the lone senior leaned back against the stop sign he was standing underneath, waiting out each passing moment until that iconic yellow bus rolled up the road to board him and all the other students.

As if on queue, the silhouette of the bus began to emerge from the horizon. The senior left his relaxed position against the sign and prepared himself to board the bus when he heard a call from behind. "Hey! Lightning!" Being the only person with this name, he looked to where the call came from, a smile growing on his face as he recognized the voice. Adjusting the glasses on his face, Lightning turned behind him to meet a fiery haired girl running towards him, barely making it in time to catch the bus.

"Hey Sunset," he said to the now out of breath girl. "Sleep through your alarm again?"

"Yeah..." Sunset managed, exhaust apparent on her amber face and turquoise eyes. Chuckling, the two boarded the bus and took their seats in the back. Despite only knowing each other for a little over a month, the two had grown to become close friends. Prior to that month, Sunset was effectively the big bad school bully, ruling with an iron fist. But after a quite literal magic occurrence at a school dance, the Fall Formal, Sunset emerged a changed person. It turned out that a two had a few things in common, beside being generally disliked by the majority of their peers. Both had a love for math and science that they were able to bond over, forming a friendship that they both cherished dearly. Sunset however, was able to make friends with a few other students, and even tried on many occasions to get Lighting to meet or interact with them, only for him to decline each time. To him, the idea of interacting with a group a girls was terrifying and besides, being such good friends with Sunset was good enough for him. On most days.

Lighting looked around at the unusually empty school bus. At least, it would be unusual if it weren't for today's circumstances. Instead of heading directly to school, all seniors were being directly transported to Canterlot University for the day, as a field trip. As a result, they didn't have to leave for school at the usual time, and instead were allowed to sleep in until the afternoon before they toured the campus. However, there was one thought that came across Lightning's that provoked him, causing him to frown.

"Don't you think it's a little weird for us to have this trip on a Thursday?" He asked, turning to face Sunset. "I mean, given all the circumstances of this trip, it would have been nice to just have it a day later and have a nice, relaxed end to the week instead."

"I guess so," Sunset replied. "But I guess in the end it doesn't make too big a difference anyway. What are you gonna do, complain to Principal Celestia about it?" She asked with a smirk and raised eyebrow.

"No, I guess not." Lighting replied with a chuckle. The two friends sat the rest of the bus ride in silence, not really having much else to say. It wasn't long before the bus was fully in the most urban area of Canterlot City. Lightning then turned to the window, his eyes lighting up like that of a young child. Even as a 17 year old high school student, the sight of all the the tall buildings and the skyline just fascinated him. He especially loved the view at night with the whole city lighting up. Sure, all of the light pollution made it difficult to see the stars, but liveliness of the city lights more than made up for it. Lightning was so entranced by the city that he hadn't realized the bus reaching it's destination.

"Come on Admiral Dreemur, this is our stop!" She quipped at him, shaking his shoulder gently. Coming out of his trance, Lightning got up and grabbed his back pack. The students all filed off the bus, in a chaotic manner of course, with Lightning and Sunset being the last to get off. Lightning looked around at the college campus, just taking it all in. It won't be long before he would attend here as an actual student. He had a scholarship, after all. It was a massive campus, with buildings spanning out as far as the lensed eye could see. In the midst of admiring his soon to be university, Lightning's attention had been drawn towards another sight to behold. Walking just in front of him was the girl from his English class, Rarity. Her beautifully white tone glistening in the sunlight, the way her perfectly purple coifs bounced with her movement, and as she turned to face his direction, those beautiful sapphires looking in his direction. It was numbing, Lightning felt his legs turn to jelly as he stood completely immobilized by the beauty before him. His heart nearly skipped a beat when she waved in his direction. A smile on his face, Lighting slowly raised his hand in an attempt to wave back, only to realize that Rarity was in fact waving to Sunset, being one of the few friends she made after the Formal. Chuckling, Sunset grabbed Lighting by the arm, pulling him in the general direction of all the other students. "Come on, Romeo," she said with a giggle.

Naturally, the students were split into groups to tour the campus. Each group got a teacher and a university student to serve as a tour guide. Luckily for Lighting, his group had both Sunset and Rarity. Not so luckily, it also had a certain blue haired guitar player, Flash Sentry. Flash used to be a cool, likeable student, at least up until the Fall Formal. At some point afterwards, he changed, but not in the same way as Sunset. Where Sunset changed for the better and became a lot nicer and friendlier, Flash seemed to have had the opposite effect, becoming a bully to just about everyone. No one had ever really understood why.

Overall the tour was going pretty well, the architecture choice fascinated lightning, as some buildings included features like pillars while others took a more modern and sleek design. But what excited him most was the Physics department, which was saved for last. On top of touring the building, the students were being taken into the radiation facility to view a demonstration of the campus' training reactor! A working nuclear reactor! All on campus! Lightning could hardly contain his excitement. Before entering, a woman with a lab coat informed the students that their phones would not be allowed in the facility and that they would have to secure them in a storage area located directly outside, assuring them that everything would be secured for them. Lighting approached the woman.

"Hey uh," he started, "I'm with the school paper and was wondering if it was okay if I took a couple of pictures?" He said, holding up his camera.

The woman nodded at him and simply said "I will allow it."

"Hey! Blitz!" an arrogant voice called out. Flash... Lightning thought to himself as the woman walked away. "The chick said no phones! That includes your geeky little camera too!" Not really knowing what to say or do, Lightning just slowly backed away from the approaching jock.

"Hey knock it off, Flash!" Sunset called, stepping up next to Lightning. Flash just laughed in response.

"Oh and what are you gonna do if I don't? Turn into your little demon again and mind control me?" Sunset then looked to the side and held her arm, clearly hurt by the comment. Flash turned his attention back to Lightning. "Ya know Blitz, one of these days your little girlfriend here ain't gonna be around to protect you. You're gonna have to stand up for yourself. Then what, huh?" Flash asked, giving Lightning a shove.

"Mr. Sentry!" A blue woman took notice and came over. "Causing trouble over here?"

"Of course not Vice Principal Luna!" Flash quickly replied. He then hurriedly went inside the facility to avoid any further trouble or potential punishment for his behavior. Vice Principal Luna then turned her attention to the two friends.

"Ms. Shimmer, Mr. Blitz, is everything alright here?" The two merely nodded in response, following the rest of the crowd into the facility.

"Man, what a jerk." Lightning commented.

"Yeah," Sunset replied, still clearly hurt by what Flash had said to her. However, all of that slowly began to melt away as the two saw the contents of the room. There was a large, red, cylindrical structure in the center, most likely the reactor. Obviously the reactor. Off to it's left was some sort of display or exhibit of some kind, which spiked Lightning's curiosity. And off to the right was a flight of stairs leading upward to what was presumably the control and access areas for the reactor. Lightning quickly snapped a few photos of the whole scene. "It's so... big!" Sunset commented on the towering reactor in front of them.

"And to think that this is only a training reactor! I mean, this is dwarfed by what they use to power cities! Even the one we have powering parts of Canterlot!"

"Attention Canterlot High students!" A voice called out from the observatory platform on the reactor. Atop stood a middle aged man wearing a lab coat, notably with only one arm. "My name is Dr. Curtis Connors! And yes, in case you were wondering, I am left handed," the doctor joked, earning a few chuckles from a couple of the students. "I am one of the professors here at Canterlot University and also do research over at Oscorp," he continued. "Today, it will be my pleasure to demonstrate our training reactor in action to you all! Please, make your way up the stairs, in an orderly fashion, of course!" The students quickly made their way up the stairs, to see the reactor in action. Once again, Lightning was hardly able to contain his excitement.

"I've read a lot about this guy. He has a brilliant mind, unlike anything I've ever seen!" Lightning said, turning to Sunset.

"Is that so?" She asked with a smirk.

"Yeah! The work in the nuclear department he's lead here is unmatched! And his research on reptiles at Oscorp? Man! You think you know all there is to know about something, then a genius like Dr. Connors comes along and blows your pants off!" Sunset laughed at Lightning's excitement, but it was excitement well justified.

The students passed through the control area, while Dr. Connors gave a brief explanation as to how nuclear fission works. Reaching the observatory platform, Lightning peered over the edge to take a look at the inside of the reactor. It was about 30 feet deep, filled nearly to the brim with clear water. Dr. Connors explained that while the water was necessary in cooling the rods during the reaction, it was also extremely important to be kept as clean as possible as to not interfere with the reaction itself. Makes sense, Lightning thought to himself. After reassuring the students that it was safe for them to stand close to the opening of the reactor, given they stayed behind the railing of course, Dr. Connors gave the control the "OK" to start the reaction. As it began to take place, the bottom of the reactor began to glow a bright, but deep blue. Once again fascinated by the experience, Lightning took out his camera and snapped another photo.

After viewing the reaction, the students were lead by Dr. Connors to the left side of the room, where a couple of university students were prepared to talk about the exhibits. "Hello everyone!" One student called out, "Here we have on display some 'super spiders' that we have managed to engineer here."

"Yes!" the second student continued. "You may be wondering why spiders specifically, and that's simply because they responded best to the reaction. We've tried all sorts of insects and arachnids and found that spiders gave us the most consistent results."

"We started off this experiment with mouse heart cells, actually. Through studies, we were able to determine that if properly exposed to the radiation, we could theoretically create an army of super mice! In fact, our research was so groundbreaking that we even got official support from Oscrop!"

"Yeah well, for now, we're sticking with spiders for the time being. As you can see, we have managed to develop 6 different super spiders, each of which has it's own enhanced abilities ranging from strength to agility and even-"

"We made 7."

"What? There's only 6 on display. What on Earth are you on about?" The first student asked, a confused look on her face.

"We made 7! Just yesterday we successfully made a hybrid spider, combing multiple abilities!"

"But it's not on display."

"Well yeah, obviously because it's in solitary confinement."

"Solitary confine... Are you even listening to yourself?"

"Alright, that's enough from you two," a third student cut in. "Ignore these two goons, they're new here. This concludes your tour. Feel free to look around for a few extra minutes and ask us any questions you may have in regards to the nuclear department or the campus in general!" And with that, the Canterlot High students went off to their own devices. Lightning snapped a few pictures of the spiders on display and went to take a closer look at the exhibits.

"It's amazing!" Lightning said to Sunset. "6 whole radiated super spiders! Each with it's own enhanced abilities!"

"7 if you count that missing hybrid one," Sunset joked.

"Those two were probably just joking around about that," Lightning replied. "There's no way they'd just lose a super spider like that."

"Probably," Sunset agreed. "I just wonder how they did it. Without killing or harming them, I mean."

"Probably Uranium 226..." Lightning thought aloud.

"Impressive!" A voice said from behind. The two friends turned to see Dr. Connors himself standing right behind them! "Dr. Connors," he said, extending his hand. Embarrassed that he instinctively went to shake with his right, Lightning then properly shook hands with Dr. Connors, stating his name as well. "So, tell me Mr. Blitz, how did you come to that conclusion?"

"O-oh, uh well y-you see..." Lightning said, temporarily loosing the ability to speak. But as he commented more on the topic, his confidence increased as well. "I figured since spiders have such a short life span, it'd be most logical to use an isotope with a shorter half-life. And since Uranium 226 has a half-life of 269 milliseconds, it would be a more optimal option to use to give the spiders decent exposure to radiation without causing negative side effects."

"Very impressive!" Dr. Connors praised. But just then, he got a beep from his watch. "Well, it would appear that I have to head out for the time being, but I do hope to encounter you again, Lightning! Your future is looking bright!"

"Thank you!" Lightning called out. He then turned to Sunset. "How cool was that?!" He exclaimed. "Oh man! I should have gotten a picture!" Sunset just giggled at her friend, but then noticed her other friends waving at her over in the distance.

"Hey, I'm gonna go catch up with the girls. You should come with!"

"Oh, uh, t-that's okay... I'll stay here and uh, look at the s-spiders some more." Lightning replied, causing Sunset to pout a little.

"Come on, Lightning! They won't bite! I promise."

"It's okay, I insist."

"Fine. See you in a bit then." As Sunset went to chat with her other friends, Lightning looked around the room again, but what caught his eye was a surprise to him. Just standing there, looking at the reactor was Rarity, all by herself! He gripped his camera, looking down at it. Come on Lightning. You can do this... Hopefully. Taking a deep breath, he went over to her.

"Hey," he said. "Mind if take a few pictures?" He asked, holding up his camera again. "I need one with a student in it."

"Oh, of course, darling!" Rarity replied in that beautiful transatlantic accent of hers. "Just don't make me look ugly!"

"That's impossible," Lightning replied. And with that, Rarity began to pose in front of the reactor while Lightning took some pictures. Unbeknownst to him, a spider had started to make its decent from the ceiling, landing on Lightning's hand. He continued to take pictures of Rarity, complimenting her in the process, completely unaware of the spider now on his hand. Suddenly, one of Rarity's friends called out to her and she went to talk with them. Looking up from his camera, Lightning called out after Rarity.

"Hey, thanks!" All of a sudden, he had felt a sharp pain on his right hand. "Ow..." he said, flicking his hand to the ground, only to notice a spider falling from it. Lightning gazed at the blue bodied, red legged spider as it crawled across the floor, not recognizing it as any breed of spider he had seen before. But before he could get to deep into thought, he heard Sunset calling out to him.

"Hey! Come on Lightning, before we miss the bus!" Lightning took another look at the now apparent bite on his hand as he followed Sunset out of the radiation facility to retrieve their belongings and head back towards the bus...

...

In their suburban home, an elderly couple was preparing to have dinner, waiting for one more person to arrive. "Would you like a glass of water, Growen?" The elderly woman in the kitchen called out to her husband. Growen was in the dining room, cautiously changing a light bulb while standing on a chair.

"That would be nice, Hay!" He replied. "Just as soon as I change this damn bulb!"

"Oh, do be careful, dear!" Hay called out, seeing her husband in an unsafe situation.

"Aha!" The elderly man called out, watching with satisfaction as the bulb suddenly filled the room with light. "Let there be light!" He cracked up a bit at his own joke, carefully stepping down from the chair he was on. "Now! When will that boy get home?"

Almost immediately, an exhausted and paler than usual Lightning burst through the front door. "Hey Aunt Hay. Hi Uncle Growen," he said, barely audible to his audience, dropping his bag on the floor. His hand on his head, he slowly made his way to the stairs to head up to his room. "I'm not feeling all to well, I think I'm gonna go get some sleep."

"Oh?" His aunt replied. "You won't have a bite to eat?"

"No thanks, already had a bite."

"Well, take care, son!" His uncle called out.

"Thanks," Lightning muttered.

"My goodness, I hope he's alright." Aunt Hay said, looking towards her husband.

Once in his room, Lightning closed the door behind him and placed his glasses on the dresser. His headache getting stronger by the second, he slowly made his way over to his bed. He had just barely made it to his bed as he passed out, loosing consciousness just before his face hit one of his pillows.

Author's Note

Oh, we're actually doing this? Alright. Fun fact about the bite scene: I based it off of a personal experience. To be brief, when I was a freshman at UMD, I had this Physics class where we visited the on campus reactor where they were telling us about the whole mouse heart cells experiment and me and the boys started plotting ways we could get some spiders exposed to the radiation. Sadly, they faculty wouldn't go for it. The reactor wasn't operating that day sadly, so I had to go off of what limited pics I could find on the internet and stuff. ANYWAY, I hope you guys enjoy the start to this uh feedback is always appreciated :twilightsmile:

Alright it's 7 AM time to pass out

Big Changes

Lightning slowly opened his eyes as the sound of his alarm went off. He reached an arm how to turn it off, only to hit the side of his bed instead. Huh? How the hell did I end up on the floor? He thought to himself. Slowly, he pulled himself up off of the floor and made his way over to the other side of the bed. He gently pressed the button on top of his alarm, disabling the loud beeping. Lightning then made his way over to the his dresser to grab his glasses and put them on. Much to his surprise, the glasses made everything blurry and he could barely see anything. When he removed them, his vision had turned back to normal and was even improved compared to what he was used to. Confused, he lifted his glasses to his eyes again only for everything to be blurred again. "Weird," he muttered to himself, placing them back down on the dresser.

Realizing he had to get ready for the day, Lightning began to go through his drawers to pick something to wear. But as he went to open the first drawer, he accidentally pulled the entire thing right out of the dresser, catching it right before it hit the floor. What the hell was that? Lighting looked at the thing in his hands in total disbelief. Realizing that time was short and not on his side, he placed the drawer on his bed then quickly grabbed all of the clothes off the floor and shove them back into the drawer. I'll fix that when I get back home today. Hopefully Aunt Hay and Uncle Growen don't come into my room today... Very gently and cautiously, Lightning opened other drawers to get the remaining of his clothes for the day before heading into the bathroom.

Nearly done with his morning routine, Lighting was about to put on his shirt for the day when he noticed his reflection in the mirror. Instead of the scrawny figure he was used to seeing, he saw that we was super muscular and toned. He looked in the mirror in disbelief, raising his hand to his chest as though everything would revert back to normal. "Is this real?" He asked himself. Suddenly, there was a knock at the bathroom door that caught his attention.

"Lightning, dear," he heard Aunt Hay call to him. "Are you feeling any better? Is there any change?"

"Change?" Lighting repeated, looking back to his reflection. "Yup! Big change!"

"Well that's good to hear but you must hurry dear. You don't want to miss the bus!" Aunt Hay replied as she left the door, most likely to head downstairs to prepare breakfast.

"Right," Lightning said to himself, putting his shirt on. He took one last look at the mirror before heading out. He wasn't quite sure what brought on this change, or how it was even logically possible, but it was a welcome one for sure. Just maybe this would be enough to boost his confidence around others. "Okay..." he said before heading out the bathroom. An extra pep in his step, he hastily made his way down the stairs to grab a quick breakfast, eager to head out the door.

"Well hey there Lighting!" Uncle Growen said, turning to face Lighting. "I thought you were supposed to be sick!" He said with a smile.

"I got better!" Lighting replied.

"I take it you slept well last night?"

"More or less," Lighting replied with a shrug. Just then, Aunt Hay had also walked into the dining room.

"Oh, Lighting! Just in time!" she said, seeing Lightning next to her husband. "I just finished making some sausage for breakfast. Would you also like some pancakes?"

"Oh, that's okay," Lightning replied. "I'll just grab some toast and head out." He put some bread in the toaster as he went to grab his bag.

"Don't forget Lightning," his uncle started, "You're supposed to help me clean out the basement after school!"

"You got it Uncle Growen," Lighting replied, grabbing the now cooked toast out of the toaster. "I'll see you two after school!" With that, Lighting took his toast and headed out the door. As he closed the door, he could see Sunset heading his way down the sidewalk. "Hey Lightning," she called out. "I take it you're feeling better today?" She asked, remember how unwell he said he felt the day before as the school day ended.

"Yeah, much better," Lightning said, taking a bite out of his toast.

"Wait," Sunset frowned, noticing something about her friend. "What happened to your glasses?"

"Oh, yeah. About that," he started. "You see, the craziest thing happened to me this morning..."

Meanwhile...

The sun rose up over the horizon, casting light through the window into the master bedroom of a house. In bed lie a couple, the man waking up with the sun. He got out of bed and stretched his arms and then proceeded to grab a few personal items off of the night stand next to the bed. He was a middle aged man, closing in on his older years, made apparent by his hair thinning on top of his head. He was happy with his life, and enjoyed his job as an engineer. He invented on the side as well, often times using said inventions to benefit his workplace. He also adored his wife and daughter, who all lived happily in their suburban home right outside of Manehattan. After a run through of his daily morning routine, the man heads down towards the kitchen to make breakfast for his family.

Today was especially exciting, as he had just finished the plans for a big project. He wasn't sure just how it would be useful, but it was a cool invention he came up with and could not wait to share it with his employer. He was sure his old pal Gregory Bestman would be excited about what he's managed to conjure up this time. The two of them had been in business together for the longest time. He took care of all the engineering aspects while Bestman managed all the finances. It's why he never minded the company being named Bestman Inc, in fact he preferred to keep his name out of the company title. As he was finishing up breakfast, his wife walked into the kitchen.

"Good morning Adrian," she said to her husband. "Breakfast smells delicious!"

"Thanks dear," Adrian replied. "I hope you and Liz enjoy it." Adrian then sat down with his family to enjoy the breakfast he prepared. All the while, his mind had lingered on his latest invention. It was truly a work of art, to say the least and he was positive that Bestmen would share the enthusiasm. As breakfast was wrapped up, Adrian prepared for work while his daughter, Liz, prepared for school. As the two headed towards the door, Adrian's wife gave each a hug and Adrian a kiss on the cheek.

"Have a good day you two!" she said as they went out the door.

"Thanks honey, you too," Adrian replied. With that said and done, he and Liz headed toward the car. The ride to Liz's school, Manehattan High, was mostly silent apart from the music playing from the car radio. After a few minutes, they had arrived at the front entrance of the school. "Have a nice day at school today, Gumdrop," Adrian said as Liz exited the car.

"Thanks Dad, see you after school," she replied. She then closed the door then went to meet up with her friends. Adrian looked on with a smile as his daughter walked up the stairs to the entrance of the school. Today is going to be a good day, he thought to himself as he drove off.

After another thirty minutes, Adrian had made it to the main building of Bestman Inc. As he got out of the car, Adrian took a deep breath of the slightly chilly fresh air outside. With a confident smile, he headed towards the main entrance of the building. His smile quickly turned to confusion as he noticed some of the workers seemed nervous, and even surprised that he was present. Must be some of the new guys, he thought to himself. He had intended to meet some of the new employees, but had been so busy recently that he never really got the chance. Either way, he wasn't going to let others' nerves bring him down. Today was going to be a good day. However, he didn't get far before he was stopped by one of the managers. "Toomes," the manager said slowly. "Bestman wants to see you in his office." Already? Adrian thought to himself. Must be eager to see what I've been working on!

"Alright," Adrian replied. "I'll be there right away." With that. he headed towards Bestman's office. As he approached the room he started to get this strange feeling. It wasn't just the new guys that seemed nervous around him. Some of the older workers were seemingly avoiding eye contact with him, almost as if they knew something that he didn't. Slowly, Adrian started to feel a little nervous himself as he came up to the door to Bestman's office. He and Bestman were friends though. The two of them went way back, and they started this company together, as partners. There was no reason to be afraid, or even nervous. Adrian reassured himself as he opened the door and entered. "Hey Greg," he called out. "You wanted to see me, bud?"

Gregory Bestman was standing tall in front of a window, looking out at the view of the city. The light from the still rising sun reflected from his slick black hair. He turned around as he heard Adrian enter and call out his name. "Morning, Adrian," he replied. "No need to take a seat, this shouldn't take long."

"Okay..." was the only reply Adrian could manage. Where could he be going with this.

"Listen," Bestman started, "I really do appreciate all that you've done for this company. You've helped me start this company, and you've provided countless brilliant ideas that I couldn't even begin to fathom on my own. But, I've ben going over the finances, you know, looking for ways to better the company and make things more efficient around here, and I'm afraid that I'm going to have to let you go." Those last few words hung in the air, like a pendulum blade, dreadful to the man who had to hear them.

"What... what are you saying?" Adrian asked, in a state of complete shock.

"I'm saying that I'm going to have to let you go. It's what's best for the company, Adrian."

Toomes stood in disbelief. This couldn't be happening. Not to him. Not today. Not now. "I don't understand. You can't do this to me," he started. "I helped you start this company! I have a family to take care of!" Slowly, his disbelief began to transform into anger. "Do you know how much I've had to sacrifice for this job?!"

Unfazed by the outburst, Bestman let out a sigh. "I'm sorry Adrian. There's nothing more I can do." He then walked over to his colleague, placing a hand on his shoulder. "It's nothing personal," he said, then walking to the door behind Adrian. "Just business. I wish you the best of luck in your future endeavors." And with that, Bestman walked out the door to his office, to attend to other matters presumably. Adrian stood still, processing everything that had just happened. How could this happen to him? How was he going to explain this to his family? But then, he had got an idea. He turned and walked out of the door. Not bothering to talk to anyone on the way out, he went back to his car.

Adrian sat in his car looking at the building in front of him. He was still in complete shock and disbelief of the events that just took place. "So that's how it's gonna be, is it?" he muttered to himself as he took his phone out of his pocket and went through his contacts. He selected on a name and put the phone up to his ear, waiting for the person on the other end to pick up.

"Yo," a sleepy voice from the other end said.

"Davis," Toomes replied. "Listen, I'm gonna need to take you up on a solid you owe me. You still got that hideout for us to work with?"

...

The last class before senior lunch had just finished and Lightning was slowly making his way towards the cafeteria. It had been another mediocre day at Canterlot High. Classes weren't too difficult, but then again, when were they ever? Just as he had approached the back of the lunch line, he heard a sing songy voice call out his name from behind. "Lightniiiinnnng!" He let out a sigh, knowing exactly how things were going to play out. It was the same routine everyday. He turned around to face a cheerful Sunset Shimmer giving him a warm smile. Even if having the same conversation everyday with the exact same outcome every time got tiresome, it was hard to stay upset with someone like Sunset. The new Sunset, anyway.

"Hey Sunset," he replied with a small wave of the hand.

"You wanna sit with me and my friends at lunch today?" And there it was. Admittedly, he had to admire her persistence with this.

"I don't know, Sunset," he started.

"They won't bite! Promise! Not even Pinkie!" Sunset joked.

"It's just... what if I don't fit in? Or what if they don't like me? I don't even know what I'd even talk to them about..." Lightning had a hard time explaining why he really didn't want to sit with Sunset's friends: they were all girls. How could he possibly be comfortable in that type of environment? Besides, the things he said to her were genuine concerns as well. He didn't fit in with any other group in the school, so why would this one be any different?

"Don't be silly. They'd enjoy your company, I'm sure!" Sunset tried to reassure him, but to no avail.

"It's alright Sunset. I'm fine sitting alone. Besides, it gives me more space to get some work done!"

"Fine," Sunset sighed in defeat. "But the offer always remain. You don't even have to ask. You could just plop your stuff down in an open seat with us at anytime." She then pulled Lightning into a quick hug, catching him completely off guard. That's new, he thought to himself as he watched Sunset walk off to her table. With a sigh, he then grabbed his food tray and walked over to his normal table where he sat alone everyday. Despite the rather odd changes he noticed earlier in the morning, he still couldn't muster up the confidence to talk to Sunset's friends. Letting out another sigh of disappointment, he picked up some fries and started eating.

Unexpectedly, Rarity had come into the cafeteria and was headed past Lighting's table. He threw a few glances her way, but didn't want to get caught looking at her. Gosh is she pretty he thought to himself. But as she passed his table, she slipped on a spill on the floor, and yelped as she lost her balanced and threw her food tray into the air. Intuitively, he turned around and caught her as well as her tray and every food item that was falling from above, preventing everything from making contact with the floor. Lightning stared at the tray with a confused look, trying to process what just happened.

"Wow, great reflexes," Rarity complimented. "Thanks, darling!" Lightning then turned to face her, only just realizing she was speaking to him. "Oh my, what gorgeous eyes you have!" She said, starting to blush a little. "I-I suppose I never noticed with the glasses and all. Did you recently get contacts?" She asked, tilting her head to the side slightly. Not knowing what to say, Lighting simply smiled in response. The strange response caused Rarity to giggle a little. "Well, see you darling." She then continued over to her lunch table, making sure to not slip on anymore spills.

Lightning turned around and looked back at his lunch, disappointed in his complete incompetency and not even being able to speak a single word to Rarity. He let out yet another sigh as he went to open his milk carton. But he noticed the strangest thing, the carton had somehow stuck itself to his fingertips. He quickly glanced around to see if anyone else had noticed. Nobody did. But then again, why would they? Lightning tried flick his wrist, to try and shake the carton from his hand but instead it remained completely motionless. He started shaking his wrist, then his entire arm more vigorously, trying everything in his power to get the damn thing unstuck. As he swung his arm over his head, the carton had finally freed itself from his hand and went flying across the cafeteria. He heard a few gasps as the sound of the carton exploding on impact resonated from behind him. Almost scared to look, Lightning glanced back to see who the unfortunate victim of the milk bomb, only to see a flustered Flash Sentry drenched in milk.

Lightning immediately got up to throw away his food tray and leave the cafeteria as soon as possible. He wasn't that hungry anyway. He just had to get out of there before Flash figured out just exactly what happened. Maybe he won't notice it was me, Lightning thought to himself. Unfortunately for Lightning, Flash had turned around and saw him leaving the cafeteria in a hurry. "Blitz?" he said, disbelief.

Lighting hurriedly went to his locker and started putting in his combination, not wanting to know what was most likely coming after him. Before he finished however, he got a sudden sense of danger and stepped to the side, just as Flash's fist made contact with his locker. Before Lightning knew what was happening, a crowd had gathered around the two of them. "I bet you think you're really funny, don't you freak?" Flash said to Lighting. Lightning backed away from him, fear starting to take over all of his senses,

"Come on Flash, it was an accident." Sunset said from the crowd, trying to call him down.

"Yeah, my fist breaking your face, that's the accident!" Flash retorted. "You're not getting him out of this one."

"I don't want to fight you Flash," Lightning tried.

"Yeah? I wouldn't want to fight me neither," Flash said back. "I'm gonna kick your wimpy little ass!" Flash threw a quick punch, the sound of his fist whooshing through the air. But somehow, he had completely missed Lightning. Confusion grew on both of their faces. Flash shook his head and threw a second punch, seeing Lightning dodge it entirely this time. Lightning saw the third punch come at him in slow motion. Not wanting to get hit by it, he simply stepped to the side, watching the blow go right past him. What the... With a flustered look, Flash attempted to hit Lighting with a lariat but he just bent underneath it, as if he were playing a game of limbo.

"Come on, Flash! Kick his ass already!" Someone from the crowd called out. Hearing this filled Flash with anger who then threw a flurry of punches at Lighting, who dodged every single attack with ease. Eventually he had decided to catch a punch with his hand, turning his wrist to stop him from throwing another blow. As Flash's expression went from one of anger to one of confusion and even fear, Lightning's expression changed from one of confusion to anger. He gave a single blow to Flash's stomach, sending him sliding down the hallway until he collided with a teacher, causing them to drop their lunch on his face. Lightning looked down at his hand, still balled up in a fist, amazed at what he just did. That look of amazement quickly faded when he saw the look of shock on Rarity's face. Sunset then stepped towards him. "Lightning, that was amazing! How did you-" but before she could finish her sentence, Lighting took off, running towards the main entrance of the school, heading out the door.

Lightning quickly made his way to the nearest alley, pressing his back against the wall. "What the hell was that?" he said to himself. He then thought back to the events of yesterday. "The spider?" He then looked up at the wall in front of him. He placed his right hand against it, feeling the tips of his fingers grip into the brick surface. "Okay..." He then placed his other hand slightly higher, getting the same sensation. Slowly, he started scaling the wall, just like a spider would. This is insane! he thought to himself. Picking up the speed, he reached the top of the building. He started running towards the opposite end, jumping across the gap to the next building. He started repeating this process, enjoying the rush of jumping from building to building. He reached a gap that was noticeably larger than the rest. "No problem," he whispered to himself.

Lightning took a few steps back to give himself some space to get enough speed. Looking at the gap ahead of him, he took a deep breath, then started running towards the gap. When he jumped from the ledge, he nearly felt the sensation of flying, leaping a distance he would have otherwise thought impossible. However, he miscalculated the jump, and nearly missed the edge of the building. Nearly clinging onto the side, he pulled himself up to the roof. I'll have to remember to be more careful next time... he thought, looking back over at the great jump he had just made.

Lightning didn't arrive back home till much later, after the sun had long set. He opened the front door to the house, only to find that nobody was home. Guess Aunt Hay and Uncle Growen went out for the night... he thought. He went into the kitchen to find a note left on the counter. "Buster! Went out for the night, help yourself to some leftovers in the microwave! -Uncle Growen."

"Guess that solves that mystery," Lightning said, putting the note to the side. He grabbed a quick snack then went upstairs to his room. Now, let's see what else I can do...

Author's Note

Ahhh it's early in the morning again so I'll try and make it quick so I can sleep. Wanted to get this out earlier but online classes unpoggers and the power going out isn't exactly helpful either. Anyway, hope you guys are enjoying so far, and feedback is always appreciated! :twilightsmile: k later gamers lol

With Great Power

Lightning had spent the entirety of Saturday in his room, doing limited tests of his newfound powers. He had come to the conclusion that he could climb walls, had superhuman strength, and a precognitive reflex, which he nicknamed his "spider-sense." It was now Sunday morning, and he had brought the morning paper up to his room, to look through and see if he could find any place to further tests his powers. There was only so much he could do at home without alerting his aunt and uncle, and the he did not want to do. Although he told Sunset what happened with his glasses and the drawer that Friday morning, he still hadn't told her or anyone else about actually having powers, and he planned to keep it that way. Who knows what would happen if word about that got out.

As he flipped through the paper, Lightning had found something that had caught his eye. An ad offering a $3,000 prize at an amateur wrestling league for anyone who could take down the fan favorite Joseph "Crusher" Hogan. Bingo! And the event is later this evening too! Lightning thought to himself. But wait, I should probably wear a disguise, or a costume. Wouldn't want anyone to recognize me. He looked around his room for anything he could wear to hide his identity. He finally settled on a red sweater and some gray sweatpants. To cover his face, he just pulled out a red balaclava mask and grabbed some old workout gloves to put on his hands. He quickly put on the makeshift outfit and took a look at himself in the mirror. Looks pretty crappy, but at least nobody will recognize me. He then changed back into his normal clothes and packed the outfit into a backpack and prepared to head out.

As Lightning was creating his costume upstairs, his aunt and uncle were having a conversation downstairs. "I don't know, Hay," Growen started. "Maybe he's just too embarrassed to talk to me, or perhaps I'm just too embarrassed to talk to him about it."

"Perhaps you should give him some time to open up, dear" Hay replied. "He's still finding who he is and what his place in this world is."

"Maybe you're right, Hay." Growen thought for a moment. "But this doesn't seem like the Lightning we know. He's-" but before he could finish, Lightning had come down the stairs with his backpack on his back.

"Hey Aunt Hay, hey Uncle Growen." He greeted them. "I'm gonna head out to the library for some studying." He figured it'd probably be best not to tell them where he was really headed. Besides, the library was really close to where he was going anyway.

"Oh, I'll drive you there then!" Uncle Growen immediately jumped in, seeing the opportunity to talk to Lightning about what was going on with him lately.

"Oh that's okay Uncle Growen, I'll take the subway." Lightning replied.

"No, come on I insist. I need the exercise." As Uncle Growen rushed Lightning out the door, he turned around and gave Aunt Hay a wink and a thumbs up. Hay couldn't help but smile and shake her head slightly at her husband's antics. Lightning and Uncle Growen got into the car and Growen drove them to downtown Canterlot, where the library was located.

"Alright Uncle Growen," Lightning started. "Thanks for the ride. I'll see you l-"

"Now hold on just a second there, buster," Uncle Growen cut in. "We need to talk for a minute."

"Oh, we can talk later."

"Or we could talk right now, if you'd let me. Listen Lightning," Growen began to speak slowly, carefully thinking about his words. "You're aunt and have I been worrying about you lately. We don't know what's going on with you, son."

"What do you mean? I'm fine, Uncle Growen."

"It's like we don't know who you are anymore. None of this seems like you, Lightning. I mean, you've skimped out on chores, you've started doing those weird experiments up in your room, you've skipped classes and started fights at school?"

"Hey," Lightning cut in. "I didn't start that fight, I told you guys that."

"Well you sure as hell finished it," Growen replied. "I know you're going through a lot these years as your body changes, trust me I went through the exact same thing when I was your age."

"No, not the exact same thing..." Lightning commented.

"Listen Lightning," his uncle continued. "These are the years when a man changes into the man he's going to be for the rest of his life. I just don't want to see you change for the worse. Now, this Flash guy? I'm sure he deserved what happened to him. But just because you can beat him up doesn't give you the right to. Remember Lightning, with great power comes great responsibility." Those last few words hung in the air for a few moments. But suddenly, Lightning's expression had become significantly more enraged.

"Is that what this is all about?" He asked. "Do you think I'm going to turn into some sort of criminal?"

"Well, Lightning that's not what I mea-"

"I'll fine, Uncle Growen! If there's a problem, I'll figure it out! Please, there's no reason for you guys to have to worry about me."

Growen let out a sigh before continuing. "I know Lightning, I understand that. Your aunt and I are just concerned about all these recent things is all. I just want you to understand that. I don't mean to lecture, and I don't mean to preach. And I know I'm not your father-"

"Then please! Stop pretending to be!" Lightning exclaimed. Uncle Growen had remained silent for a moment or two. Lightning could feel his anger and frustration melt as he saw the hurt expression on his uncle's face.

"Right," Growen said softly. "I'll see you here at 10." Lightning got out of the car and watched as his uncle drove off, regretting everything that had just happened. But as the car went around the corner, he looked towards the building where he was headed. I can always just apologize to him later, he thought to himself. Right now, I have more important matters to attend to. With that in mind, Lightning headed towards the address of the wrestling building and made his way inside. Once in, he found a bathroom to make a quick costume change in. Trying his best to ignore the people laughing at his outfit, he made his way over to the registration desk.

"This ain't no lightweight division, small fry," the woman at the registration desk said to Lightning. "Next!"

"No really, sign me up!" Lightning pleaded.

"Alright," the woman hesitated. "And you do understand that the Canterlot Wrestling Association is not responsible for any injuries that you may, and most likely will, sustain while participating in this event?"

"Yes!" Lightning replied enthusiastically.

The woman let out a sigh. "Alright. Entrance is over to your right. May God be with you." And with that, he was registered! Lightning made his way over to the entrance, preparing himself for whatever was behind the curtain. On the other side, the announcer for the event had just received word that the next contestant for the event was ready.

"Allllllright wrestling fans!" he exclaimed, getting the crowd excited for what was to come. "Are you ready for more??" The crowd responded with uproarious applause. The announcer then began to back his way towards the curtain. "This next victim will attempt to take on the almighty Crusher, your current CWA champion! If he manages to survive three minutes with the Defiant Titan, a sum of $3,000 will be paid to..." At reaching the curtain, the announcer realized he had not yet learned the new contestant's name. "What's your name, kid?" He whispered to the waiting Lightning standing on the other side of the curtain.

"The Freakish Web-Crawler!" Lightning replied.

"That's it?" The announcer asked in disbelief. "That's the best you've got?"

"Yeah!" Lightning exclaimed, not sure what was wrong with the name.

"Oh man, that sucks!" The announcer muttered to himself. He then turned his attention back to the crowd. "The sum of $3,000 will be paid to... The wall climbing, the web slinging, the Amazing Spider-Man!" As the announcer said this, the curtain was pulled upward, revealing a confused Lightning. He immediately turned to someone behind him.

"My name is the Freakish-Web-Crawler!" he said to the man controlling the reveal curtain.

"I don't care," the man replied. "Get the hell out there!"

"No, he got my name wrong! It's the Freakish Web-" but before he could finish his protest, Lightning was being shoved out into the arena.

"I said get your ass out there, you moron!" The man called out as Lighting was forced out into the arena. As he made his way towards the ring, he looked around seeing the large crowd, all gathered around to cheer for his opponent. As he got closer to the arena, many people in the crowd booed him and some even had the audacity to throw various food item. Lightning entered the ring and looked across at his opponent, the Crusher. He was a towering, muscular man, easily doubling Lighting in sheer size. This might have been a mistake, he thought to himself. But before he could have any real second thoughts, a cage began to lower and assemble itself around the ring. The crowd went ballistic seeing this happen.

"Please lock the cage into place at this time," the announcer said.

"Hey!" Lightning exclaimed, quickly running to the corner of the ring. He peered over the ropes at the men locking the cage into place. "Hey! Listen! This must be some kind of mistake, I didn't sign up for a cage match!"

"Hey Slim Jim!" a booming voice called out from behind. Lightning slowly turned around, realizing that it was Crusher speaking to him. "You're going nowhere!" He exclaimed, gesturing to the now locked cage. "I've got you for three minutes! That's three minutes of playtime!" He said devilishly. Lighting took a deep breathe. I guess there's no way out of this one. Guess it's time to see what my powers can really do. Suddenly the bell rang and Crusher began to rush towards Lightning, whose eyes had gone wide open in realizing that this was really happening. He prepared himself for the the first test: durability. He allowed himself to get hit by Crusher's lariat attack, quickly knocking Lightning onto the ground. The crowd roared as the sound of the impact echoed throughout the arena.

"Ow..." Lightning muttered. "Yep... still hurts." But before he could get himself back up, Crusher had grabbed him and began slamming his body against the walls of the cage, before finally body slamming him back onto the ground of the ring. "Surprisingly," Lightning said to himself, getting back up off the ground. "I can still get back up." He then looked over to his opponent. Time for test two, he thought. Reflexes and agility. "That all you got?" He asked, taunting Crusher. "I can do this all day!" With a smirk on his face, Crusher had rushed his way back over to where Lighting was, preparing to strike him again. But much to his surprised he had missed entirely! "Hey! You missed me!" Lightning called out. Angered by the taunt, Crusher went for another attack, only for Lightning to dodge it again. "Ooohhh! You almost had me that time!" Flustered again by the taunt, Crusher threw a flurry of attacks at Lightning, who flawlessly dodged each one. Crusher eventually paused to catch his breath, exhausted from the endless attacks he had just thrown, and not a single one had connected! "This your first time in a fight, buddy?" Lightning asked. Once again furious by being taunted by the shrimp standing across from him, Crusher leapt at Lightning in an attempt to tackle him. However, he landed on the the ground empty handed, as Lightning had jumped out of the way and was now clinging to the cage wall.

"What the hell are you doing up there?" A furious Crusher demanded.

"Staying away from you!" Lightning quipped. "That's a pretty cute outfit you got there! Did you find it in the kid's aisle?" Crusher responded by trying to jump and grab Lightning, who merely jumped from the cage wall, doing a flip and turning midair to face his opponent when he landed. Lightning landed on all fours, bending his elbows and knees, looking up at his opponent and mimicking the movement of an actual spider. Okay, that was a pretty cool landing, he thought to himself. And now it's time for the final test: Strength. Lightning transitioned his weight until he was standing again. He then simply extended his arm out and beckoned Crusher to approach him. Once again, Crusher had raced towards Lightning. But instead of evading, Lightning stopped Crusher in his tracks and delivered a blow to his chest, sending him flying towards the corner of the ring. He immediately rushed back towards Lightning, who hit him with a clothesline blow, causing Crusher to hit the ground with a loud thud. He then peered over his shocked, grounded opponent. "Thought you would have learned not to rush in head first by now. Weird."

Angered once more, Crusher quickly got up and attempted to throw a punch towards Lightning's head. However, he ducked underneath the blow and lifted Crusher into the air. Lightning proudly held the behemoth over his head for a few moments as the crowd began to cheer for him, then delivered a final body slam, the loud boom resonating throughout the arena. Crusher did not get up. Suddenly, the bell rang as the cage was lifted up from the ring.

"Ladies and gentlemen," the announcer's voice came in loud. "I present to you the CWA's new champion, Spider-Man!" Filled with excitement and awe, Lightning looked around and put his arms in the air triumphantly as the crowd began to chant his name. He did it. He defeated the "Defiant Titan," the fan favorite Crusher. And it was all thanks to his amazing, inexplicable powers.

Lightning was now in an office, mask removed, ready to collect his prize money. The man across the desk was reclining in his chair, a large amount of cash sitting on the desk. The man counted out $300 and handed it to Lightning, who could hardly hide his excitement as he awaited the remainder of his reward. The man at the desk then began to count the rest of the money, but then looked up to see Lightning still standing there. "Alright kid, you got your money, now get the hell outta my office," he said bluntly. Lightning's excitement had quickly faded away.

"But the ad said 3000..." he started.

"Well check it again, Einstein!" The man cut back. "It said 3000 for 3 minutes, and you pinned him in two. For that I give you 300, and you're lucky to even get that much."

"You don't understand," Lightning replied. "I need that money!"

"Yeah? I missed the part where that's my problem." Realizing that this conversation was going nowhere, Lightning pocketed the money he was given before the man decided to demand for it back or something and head out of the office. As he left, another man with an orange face and brown handlebar mustache hurriedly brushed past him an entered the office. Lightning was at the end of the hallway and had just called the elevator to the floor when he heard yelling coming from the office. He looked to see the mustached man rushing towards his end with a handgun in one hand and a sack full of what was presumably cash in the other. "Stop! Thief!" Lightning could hear the man from the office yelling. "He's got my money!" Seeking revenge on the man, Lightning stepped out of the way of the thief, allowing him to enter the elevator.

"Thanks," the mustached man said to Lightning, as the door closed. The office man had finally reached up.

"What the hell's the wrong with you, kid? Huh?" He started. "You could have stopped that guy right in his tracks! Now he's going to get away with my money!"

"Yeah?" Lightning replied. "I missed the part where that's my problem." The man then looked angrily at Lightning, but then walked back to his office. Most likely to call the police. Lightning then turned his attention back to the elevator, calling it back to his floor. It's probably cold outside, he thought to himself. Better put my jacket back on. Lightning had exited the wrestling building and was making his way over to where he said he'd meet Uncle Growen. However, concern began to rise in him as he heard sirens and saw several police cars racing towards the general area. Lightning ran across the street to see what was going on and was horrified by the sight.

There on the ground laid a clearly wounded Uncle Growen. Lightning immediately rushed over, pushing through civilians and officers alike, informing the latter that it was in fact his uncle that lay on the ground. "What happened?!" He demanded, struggling to hold back tears.

"Carjacker," an officer replied. "We have people on the case right now." Lightning turned his attention back to his uncle.

"Uncle Growen?" He called softly, his voice braking up. His uncle's eyelids slowly opened. He was in pain.

"Lightning? Is that you?" Growen asked.

"I'm right here Uncle Growen." Lightning replied, taking his uncle's hand. "It's okay Uncle Growen, I'm right here." He repeated. But soon enough, Uncle Growen had drew his last breath, and Lightning watched as the life faded from his uncle's eyes, the hand held in his slowly slipping away. "No..." was all he could manage before putting his head down, tears streaming from his eyes.

"Attention all units: Suspect has been spotted heading west on 69th and Main. Over." Overhearing the conversation on one of the officer's radios, Lightning looked up. Slowly, he stood up and walked away from the scene of crime. He was going to chase after the murderer and avenge his uncle. Lightning quickly made his way over to an alleyway. He put back on his mask and gloves and stuffed the jacket back into his backpack. Then, he tossed it to the side and took note of the alleyway so he could come back for it later. With that taken care of, he jumped onto a wall and started climbing it. Once at the top, he proceeded to jump from roof to roof, making his way over where he heard the crook was supposedly headed. It wasn't long before he heard the sound of sirens, and saw his uncle's car being followed by several police cars.

Lightning then leaped from the roof he was on to a nearby wall, then began running on the wall, parallel to the ground below. He tried his best to catch up with the car, but to no avail. Super speed was not one of his powers. He had to cut the car off somehow. He then made his way back to the rooves of the buildings. He predicted the most likely path of the car then made his way over to wear he figured it'd end up. As he began to climb down the wall, he saw the car approaching the street he was near, making it's way right towards him! Waiting patiently, he paused for just the right moment then leaped right on the roof of the car. He punched a hole into it and managed to grab the crook's face, who responded by firing a few shots from his gun into the air. Thanks to his spider-sense, Lightning was able to avoid getting shot by any of them.

Lightning then looked to where the car was headed. An abandoned warehouse. Perfect. He then jumped from the roof of the car to the hood, blocking the driver's view. This caused the car to go out of control and it crashed at the entrance to the warehouse. Lightning jumped off of it as it collided, disappearing from sight. The crook then took a bag from the passenger's seat of the car then stumbled his way into the warehouse, knowing that the police would soon be after him.

The interior of the warehouse was dark. The crook had practically no visibility apart from the light from a few street lights leaking in through some windows. Lightning used this to his advantage, along with the fact that he could crawl on the ceiling as well. Every now and then, the crook heard a noise, keeping him alert. "Hello?" He cocked his handgun. "I know someone is in here! Just show yourself!" He then turned around to see a figure drop from the ceiling. Holding onto a pipe above his head, Lightning swung his body weight into a kick, sending the crook tumbling over. He landed near a window on the street side of a building. "P-please! Just leave me be!" The crook called out. "Just give me a chance!" Furious, Lightning grabbed the crook by the collar of his shirt and pressed him against the window.

"What about my uncle?" Lightning retorted. "Did you give him a chance? Did you??" In anger, Lightning clenched a fist and raised it, prepared to deliver a blow to the crook's face. But it was at this moment that the light shining through the window was enough to reveal the face, and it was one Lightning recognized. Before him stood the same orange faced, handlebar mustached man from the elevator. In complete shock, Lightning released the man and stepped back. The man snickered, recognizing Lightning by the ridiculous outfit. He then placed the handgun on Lightning's head, prepared to pull the trigger.

"See ya kid," the man said. But suddenly filled with rage, Lightning gripped the man's wrist and disarmed him of his weapon. He then delivered a left hook to the man's jaw, knocking him unconscious. Lightning didn't want to stop there, but something in his conscious told him not to go any further. Knowing that the police would be here any moment, he then climbed out of the window and made his way to the roof of the building. There he sat, pondering what just happened, tears swelling up in his eyes once again. He wanted to take that man's life, to seek revenge on him for killing his uncle, but he couldn't bring himself to do it. It was his own fault that Uncle Growen had died that night. If he had just stopped that man when he had the chance, none of this would have happened. But what if he did kill him in the building? Because he made one bad decision, he lost his uncle. Who knows what would have happened if he had chosen to make a second...

Lightning needed to clear his head of these thoughts. He needed to head back home. He made his way back to the alleyway where he had left his backpack. I definitely need a better mode of transportation, he thought. I'll have to leave that for another day, though. He made his way back home and comforted Aunt Hay as he broke the unfortunate news to her. She was just as devastated as he was, perhaps more so since it was her husband. But afterwards, Lightning made his way upstairs to his room. He needed to be alone. Uncle Growen... Was really gone. And it was all his fault. As he sat on his bed and looked out at the night sky, he thought back to those last words his uncle said to him. Before he lashed back at him. Remember Lightning, with great power comes great responsibility...

Author's Note

Hey whaddya know, these keep coming out earlier and earlier in the day. 7 AM, 6 AM, and now 5 AM. Who knows, maybe one day I won't have to pull a freaking all nighter to get a chapter out lol. :derpytongue2: Anyway, had tons of fun writing this one and look forward to doing more! As always, hope everyone is enjoying so far and any feedback you've got is greatly appreciated! :twilightsmile: :heart:

okay sleepy time xd

A Hero in the Making

Mondays were almost always a drag, but this particular one was even more so. Classes went by even slower than usual, and to make matter worse, Sunset was absent so he was practically going through the day alone. Throughout the entire day, there was only one thing on his mind: Uncle Growen. Slowly, the school day eventually came to an end. Lightning was at his locker grudgingly taking his things out of his locker when a familiar voice called out from behind.

"Hey, Lightning!" But it was not a voice he wanted to hear.

"Please, not now, Flash," Lightning muttered, almost to himself. But he still felt a hand on his shoulder. Angered by the action, Lightning turned around and shoved the guitar player away from him. Flash stumbled backwards, barely managing to keep his balance. But to Lightning's surprise, he put his hands up defensively.

"Feels good, right?" he asked. "Look Lightning, I know we never really got along all that well, and that's my fault. But I heard about what happened with your uncle, and I'm sorry man." As Flash spoke, Lightning felt his anger slowly fading away, being replaced with guilt for acting impulsively the way he did. "Listen, I know what it's like to lose someone close to you. You feel like you're all alone, and sometimes it leads you to push those around you away. You seem like a nice person, Lightning, and I don't want to see the same thing happen to you. The more you push others away, the lonelier you start to feel over time. That's no way to live, man. I just wish I could have seen that myself sooner. You don't have to forgive me for how I treated you in the past, but I just want you to know that I'm here for you, in any way I can be." All of the bystanders overhearing the conversation were in shock. As Flash finished speaking, he placed his hand on Lightning's shoulder again, doing his best to give a reassuring smile.

Lightning heard what Flash had to say, but remained silent. He didn't know what to say. Instead, he just gave a slight nod as he grabbed his backpack and closed his locker. he then turned and headed towards the exit to catch his bus. He sat alone on the bus, deep in thought. Of all people, Flash Sentry had reached out to comfort him and he first reacted by literally pushing him away. Lightning could feel the sinking feeling of guilt rise in the pit of his stomach once again. But Flash was right. Uncle Growen was gone. There was no need for Lightning to push everyone else in his life away because of that. But he still missed Growen. Things were going to be hard without him...

Lightning was laying on his bed, looking up at the ceiling, tears streaming from his eyes when he heard a knock at the door. "It's open," he said softly, sitting up in an upright position. Aunt Hay walked in to see him rubbing the tears from his eyes.

"I came to check in on you," she closed the door and sat down next to him. "Talk to me dear. Tell me what's on your mind." She gently placed her hand on his to comfort him.

"I just can't stop thinking about the last thing I said to him," Lightning said through sniffles. "He was trying to tell me something very important and I just threw it back in his face. I could tell that what I said upset hurt him and," Lightning was fighting back more tears. "I never even got the chance to apologize to him."

Hay moved her hand to her nephews back in comfort. "Lightning, your uncle loved you very much. And he knew that you loved him. Never for a second has he ever doubted the type of person you would grow to be. You and I both know that no matter what, your uncle would be proud of you, and whoever or whatever you choose to be in the future." She then hugged her nephew, who continued to cry.

"Thanks Aunt Hay," Lightning said, finally letting go.

"Anytime dear." After a moment of complete silence, Lightning thought back to those last words Uncle Growen had said to him. A thought then came to his mind.

"Hey, Aunt Hay?"

"Yes Lightning?"

"I'm going to head out into the city for a bit, try to help clear my mind up a bit. Do you need me to bring back anything?" His aunt thought for a moment.

"No thank you, I'm alright Lightning." She then added, "Be safe dear."

"I will." Lightning then grabbed his backpack and headed downstairs. After grabbing a quick snack, he headed out the door. The late afternoon air was refreshing. He then made his way over to the subway station. He enjoyed taking the subways, the trains always fascinated him as a child. He found the quickest line headed towards Canterlot City and just sat back as the train sped through the underground tunnels. The repetitive sound of the subway was soothing and he closed his eyes and laid his head back against the wall of the subway.

Not long after, he had reached his destination and got off the train. But when he got to the surface and left the station, he was met with an appalling sight. In a nearby ally, he saw two men beating on a guy on the ground, this third person completely defenseless against the two stronger men. His fists clenched, Lightning hastily made his way over. "Hey!" He called out. The two men stopped what they were doing and looked towards Lightning. The guy on the ground scrambled to his feet and ran as best as he could to get away. The two men noticed this and weren't very pleased about it.

"You just made your last mistake, kid." One of the men said to Lightning. He and his accomplice began to walk towards Lightning.

"You can't just go around picking on people like that!" Lightning said, standing his ground.

"Oh?" the man asked. "You mean like this?" As he spoke, he went to shove Lightning to the ground, but Lightning merely stepped out of the way, dodging the attempt.

"Looks like we got ourselves a fighter!" the accomplice cackled to his friend. Lightning took a deep breath and put his fists up, ready for a fight.

"Yeah, well he ain't gonna be fightin' for long!" the first man called out. He then went to punch Lightning, who once again dodged the attack but then delivered a blow of his own, a right hook straight to the man's jaw! He fell to the ground unconscious, and Lightning then turned his attention to the second man who looked on in shock.

"You wanna piece?" Lightning called out to him.

"Nah, kid," the man replied, throwing his hands up defensively. "I'm good." He then turned and ran away, hoping that Lightning wouldn't follow him. Lightning stayed where he was, but then looked at his right hand. I just did that... he thought to himself. Woah... Backpack still on, Lightning then made his way to his first destination: a clothing store. He figured if he was going to be using his powers more publicly now, it may be best to not only hide his identity, but at least look half decent while doing it. While inside, Lightning bought a red jacket, some blue sweatpants and a blue sweatshirt that was roughly the same color, some thick red socks, and a pair of cheap but still comfortable looking red shoes. Once all paid for, he went outside and through some miraculous engineering, managed to fit everything inside of his backpack. He then made his way to his next stop, a fabric store.

But when Lightning entered, he was met with a big surprise. Standing right there in front of him going through the many different fabrics on display was Rarity herself! Lightning completely froze where he stood. It made complete sense that she would be here, he just wasn't expecting her to actually be here. It wasn't long before Rarity had noticed Lightning at the store, a smile growing on her face as she did. "My goodness!" She exclaimed. She then began to head in his direction. "Lightning, is it?" All he could manage as a response was a simple nod. "I'm a bit surprised to see you here!"

"Oh, I uh... y-yeah! You too!" Lightning managed to stutter out, earning a giggle from Rarity. Even the way she laughs is cute, he thought to himself. But then, Rarity's voice took a more serious tone as she placed a hand on his shoulder.

"I uh, also heard about your uncle," she said slowly. "I'm so sorry, Lightning. If there's anything I can do for you, please let me know."

"Yeah..." Lightning replied, his whole demeanor changing. Rarity then cleared her throat, as if to change the subject.

"So, what brings you here, darling?"

"Oh, I was uh, looking for some thread and felt for a, um..." Lightning paused, not sure what to call this whole "thing" he was working on. "A project! A personal project!" he finished.

"Oh, well in that case, I would be more than happy to show you where to find what you need!" Rarity said enthusiastically. "I had no idea you had an interest in fabrics, darling!"

"Oh, well I just needed to patch up something at home and my aunt has shown me or two about sewing. That's about it though."

"I see," Rarity replied, nodding. Lightning bought some red thread and black felt, and was prepared to leave. "It was a pleasure seeing you hear today, darling." Rarity helped Lighting pack up the things he bought. Then, much to his surprise, she gave him a quick hug..

"I, uh, thanks Rarity," he said. He then waved goodbye to her as he left the store. He was slowly but surely becoming more confident around her. By the end of the trip to the store, he was able to speak to her in full sentences! Maybe it was his powers giving him confidence. Maybe it was something else. Lightning made one last stop to grab a pair of welding goggles before heading back to the subway station. It was starting to get dark out, so it was probably best that he head back home.

Once home, Lightning immediately went up to his room and laid out all of the things he bought. He also took out the makeshift wrestling outfit. The only things he was keeping from that was the mask and workout gloves. He then began creating his new outfit. He sown part of the balaclava together, creating two eye openings rather than one, to better hide his face. He then implemented the welding goggles into the mask through the newly formed eyeholes. I'll have to replace the glass with something a little more visible on my end in the future, he thought. He then moved onto the red jacket. He started by cutting off the sleeves, making sure to keep them in case he needed them. Next, he cut a spider shape out of the felt, then cut it in half, sewing one half of the spider onto each side of the zipper for the jacket. "Okay, that should be it for modifications," he thought aloud. He then tried on the new outfit.

Lightning then looked into the mirror at the creation he just made. Still pretty janky, but at least it's leagues better than what I wore to that wrestling event. And I doubt anyone will recognize me either. He decided that his next move should be to design some sort of webbing. All spiders should have webs, right? He then went back to his desk and grabbed paper and a pencil to try and formulate a way to create webs. They should be strong, maybe use the same protein structure as real spider silk, but increase the molecule size significantly and reinforce it with carbon nanotubes to add extra tensile strength. Maybe add some hot glue into the mix for accelerated adhesion? But there was just one problem: Lightning hadn't purchased anything to make his synthetic webs with. I can probably just borrow some materials from the chem lab tomorrow. I doubt anyone would notice. Take note of what works and what doesn't. Good ol' trial and error! After about 30 minutes of scribbling down formulas and balancing chemical equations, Lightning dropped his pencil in triumph, pleased with the results on his page.

"This is it!" he said to himself. "Now all I need is to test these formulas and then find a way to dispense this stuff!" He then looked over at his clock. It was getting pretty late. Those things would have to wait till tomorrow. Lightning then hid everything, in case of the off chance his aunt would come in his room. He then went to bed that night with the biggest smile on his face.

...

Lightning woke up the next day more excited than ever. So much to do today. As he went through his normal routine, he made sure to pack up everything he had worked on the previous night into his bag. He then rushed downstairs for a quick breakfast. "Good morning, Lightning," his aunt said to him. "Someone seems a bit excited today!"

"Today's gonna be a big day!" Lightning replied. "Oh which reminds me, I won't be home today until later."

"Oh, that's alright dear," Aunt Hay said. "Remember you don't need to tell me every time!"

"Right," Lightning said apologetically. After a quick breakfast, he grabbed his bag and headed out the door. On the normal commute to school, he noticed that once again, Sunset was absent. It's not like her to miss multiple days in a row, he thought to himself as he shot her a quick text. I hope she's alright. But as the bus approached Canterlot High, Lightning decided that there were other matters to attend to.

On his way to Chemistry, Lighting saw Flash in the hallway and stopped him. "Hey man, I'm sorry about how I reacted yesterday," he started. "And I really appreciate what you said. I really needed that,."

"Anytime," Flash said with a smile. Suddenly, the bell rang indicating class was starting. "Well, I gotta run, but I'll see you around!" They gave each other a quick fist bump then went their separate ways. Lightning continued to make his way to Chemistry. Time to start on a little spider work, he thought. The class was working on an assignment that he had already finished, so he had complete freedom to work on personal projects in the lab. Okay, let's take a look at this formula here. I hope the school has everything I need. Lightning then put his notebook on one of the tables and started gathering the materials needed. Luckily for him, he had everything he needed and began to mix different substances and chemicals together to form a solution.

A bit of trial and error later, and Lightning had a flask full of a transparent fluid, one that when aggressively agitated would hopefully form strands of webbing, similar to that of actual spider silk. He then poured off a small sample into a beaker. Looking around to make sure nobody was watch, he took a stirring rod and started to aggressively stir the fluid. After not even a second, the fluid then transformed from a fluid state to form a strand of synthetic web, that had adhered to both the beaker and the stirring rod. Lightning then pulled on the web with a decent amount of force to check the substance's tensile strength. The web began to stretch to a respectable length without detaching. "That is so cool," Lightning said to himself with a big grin on his face. He proceeded to pour the remainder of the fluid into a water bottle he got from the school store earlier, then made a second batch. That should be good for now, he thought. Now I just need a way to dispense this stuff... Lightning had brought some extra things from home, a few old cameras and a couple of wrist watches that weren't being used anymore. I bet with a few things from the Robotics Club, I can make exactly what I need! Sadly, I'll have to wait until after school to get started...

The final bell could not ring fast enough. Lightning was anxiously tapping his foot, watching the clock, waiting an eternity for that final minute to pass by. After what felt like forever, the clock hit 2:30 and final bell rang. Lightning got up from his desk and headed straight towards the area where the Robotics Club would normally meet. Thankfully, there was no meeting today, so he'd have it all to himself. During lunch, he sketched out a few quick designs, but had yet to truly finalize anything. He grabbed some electronic components that he couldn't get from the things he brought from home, then found a work space to lay everything out. He decided to start by cutting off the cuffs to the sleeves leftover from the red jacket he bought the previous night. "I knew these would come in handy," he said to himself. "I'll use them as the base to build all of the electronics around."

Lightning took a look at the crude sketches he made during study hall. The general idea was to create a small turbine that would dispense the webs, so he got to making that first. Next he made the activation system, a small pressure plate that would reach to the palm of his hand. Finally, he needed a containment unit for the fluid itself. After designing each of the individual parts, he began to take parts of the various objects he had and build the pieces, making sure they would fit with one another. He then took one of the cuffs and carefully assembled the pieces around it. "A bit janky, but it should do the trick for a quick test," Lightning thought aloud. He carefully poured a small amount of web fluid into the containment unit, making sure it was sealed and that the whole thing was leak proof. There's one thing out of the way. He carefully slipped the whole thing onto his wrist, then bending his middle and ring finger to make contact with pressure plate, he pressed down with the two fingers to activate the whole thing. The gadget made a thwip! sound as a strand of web was formed and shot at the wall about 5 feet away.

Lightning grinned from ear to ear as he marveled at the creation he had just made. He detached the web by hand, then made some final adjustments to the system, including a way for the device itself to detach webs on command. He quickly replicated the device and soon enough had two web shooters in his possession. Lightning could hardly contain his excitement. Now done with the Robotics Club area, he cleared up any evidence of what he was working on and headed outside of the school. He quickly began to make his way to the subway, to head into downtown Canterlot. This is where the fun begins!

Author's Note

Oh man, where do I even begin? Honestly, I'm just glad I finally got this one out. Apologies if the ending of this chap seems a bit rushed, and that it took me so long to get this one out. School work has been pretty stressful, my mom recently had an incident where I've had to take extra care of her to make sure she's alright. Because of all this, I can't really guarantee the same consistency as previous chapters, but the semester is coming to an end so who knows. Hope you all can understand. Anyway, with that all out of the way, hope you all are enjoying so far and as always, any feedback/constructive criticism is always appreciated! :twilightsmile::heart: Goodnight everybody! omegalul

Night of the Prowler

Lightning decided to take the subway into the city. He wasn't sure how much efficient the formula was and didn't see any point in using it all up quickly. After arriving into the city, he got off the train and found a quick place to change into his costume. But as he went to head above ground, he got the sense that something wasn't right. He looked down one of the dark tunnels, and the eerie feeling began to grow stronger. Checking to make sure nobody was watching, he tightened his backpack then hopped down onto the track to go investigate. He had made his way into the tunnel as a light started approaching toward quickly from down the tunnel. "What the..." Realizing that the light was from an approaching train, Lightning quickly jumped up and stuck to the ceiling as the train rushed underneath him. "Yeah, let's not do that again," he said to himself, his heart pounding. He stayed on the ceiling and began to crawl deeper into the tunnel.

Lightning eventually came across a slightly larger area in the tunnel where he found a doorway to the side. Going through revealed an abandoned underground construction site. Realizing there were two people discussing something in the center, Lightning took cover near some scaffolding and tried his best to see if he could hear what they were saying. However, he had a difficult time doing so and tried to climb higher to get a better view and potentially hear better. Luckily, the two people were facing away from him. There were two men at a table, looking at blueprints or plans of some sort. The man on the right seemed like an average person, maybe a bit older due to his visible hair thinning. But the man on the left was a completely different story. He was wearing a costume or suit of some sort, with the most notable feature being a long draping purple cape. Lightning could also see some green on the sleeves. In front of him on the table lay a purple mask with permanently scowling white eyes. The man was also wearing gloves or gauntlets of some kind, with seemingly retractable claws at the fingertips.

I think I stumbled on some guys planning their trip to Comic-Con, Lightning thought to himself. Better get the hell out of here before the notice. But as he attempted to climb down, he accidentally broke part of the scaffolding, causing the metal bar to collide with the concrete ground with a loud clang. The two men immediately turned to face the source of the noise and spotted Lightning. "Get that guy," the man on the right said flatly. The man on the left grabbed the mask off the desk and hastily made his way towards Lightning.

"Uh-oh," Lightning said aloud as he jumped from his position on top the scaffolding. He ran out the door and quickly made his way down the subway tunnel, not daring to look back at what was probably chasing him. While in the larger portion of the tunnel, he hopped to a different track and continued running, hoping to lose whatever it was that was chasing him. A man? A machine? A... "thing?" Whatever it was, he needed to get away from it. And fast. Maybe I should start naming these guys. After all, they've all got to have names, right? Lightning was approaching the end of a tunnel, reaching an opening that would let him get off of the track when he realized another train was approaching. Not wanting to face what was chasing him, he began to run even faster and went towards the train to face it head on. He jumped from the track onto the boarding area, just being missed by the train. Not yet feeling safe however, he then turned towards the track going in the opposite direction and leapt across in front of another approaching train. After defying death twice, he then made his way to the surface and found a block to take a breather. I think I lost him, he thought to himself. Wow, I was running pretty fast back there. Maybe I do have a bit of super speed after all...

Unfortunately, Lightning didn't get much time to rest. Before he knew it, the caped menace was approaching him swiftly on a... motorcycle? "Oh come on!" he said aloud. "That's cheating!" Lightning headed towards the nearest alley. He quickly took off his backpack and webbed it to the nearest wall. "I'll come back for you! Promise!" He called out to the inanimate object. He then began to climb the wall as quickly as possible, hoping that he wouldn't be followed. Hastily making it to the top of the building, he quickly made his way to the opposite edge and looked down. "Long fall from here..." He quickly looked back to see that nothing was behind him, but didn't want to take his chances. "Tally-ho..." he whispered as he leaped off the building, now free falling head first towards the streets below. He quickly did his best to aim one of the web shooters on his wrists at a nearby building and thwipped out a web. It attached to a building and he grabbed onto it with both hands, swinging through the city and just barely missing the ground by mere inches. He released as he reached the apex of the swing, flying high into the sky. "Woooooo hoooo!" he cheered, flailing his arms around as he prepared for another swing. After a bit, he began to form a bit of a rhythm. "This sure beats taking the subway!" he called out.

But while Lightning was mid swing, something jumped out at him from one building, grabbing him from out of the air and straight into another building. Note to self, Lightning thought to himself, Don't scream out loud while you're running away from pursuers. Lightning stood up to see that the purple caped menace had caught up to him. It did not hesitate to lung at Lightning and began attacking. However, he managed to ward off every attack. "Hey are you mad at me? I feel like you're mad at me!" Lightning called out. The caped menace managed to grab Lightning by the neck with one of his gauntlets and slowly brought him to his masked face, those menacing white, now glowing eyes scowling straight into Lightning's soul.

"You only get one warning, kid," a deep and distorted voice spoke from underneath the mask. "You interfere with our work again, and I'll kill you dead. You understand?"

"Yeah, I'll try to keep that in mind," Lightning struggled to quip through the gauntlet's grip. "Might need to write that one down, you got a pen?" The caped menace responded with one swift and powerful movement, throwing Lightning into the ground beneath them and sending him through several floors of the building. Lightning opened his eyes to see those menacing white eyes prowling several layers above before walking off. He let out a sigh of relief before resting his head back against the rubble beneath him. "That was intense," he said to himself. Suddenly, his phone began to ring from inside his pocket. He slowly pulled it out and answered on seeing who was calling. "Hey Aunt Hay, what's up? Eggs? Organic? Yeah, got it. See you when I get back." He then hung up the phone and put his head back yet again. "Just a few more minutes..."

...

The rest of the night went by pretty quickly, and before he knew it, Lightning found himself waking up the next day to get ready for school. Huh, no soreness from last night, he thought. That's a bit of a surprise. After a quick breakfast, Lightning prepared to head out the door. But when he opened it, he was met by Sunset Shimmer who had her hand raised to knock. Her eyes went wide with surprise to see the door open suddenly but then began to water as she saw her best friend at the door. "Hey, Sunset, wh-" Lightning couldn't even finish his sentence before Sunset had wrapped her arms around him began to cry. "Woah," he said, trying to comfort the now crying girl in his arms. "Are you alright Sunset? What's wrong?"

"I'm so sorry," Sunset managed through sobs. "I heard about everything, and I really wanted to be there for you, but I was just so sick and I couldn't-"

"Hey, it's okay," Lightning said, unsure of what to say. He had never seen Sunset like this before, but decided it may be best to try to reassure her. "I'm fine Sunset, really. It means a lot to me that you care."

"Really?" Sunset asked, wiping tears from her eyes. Lightning simply replied with a nod and a slight smile.

"Come on," he said. "We've got a bus to catch." And with that, the two friends made their way over to their bus stop to prepare for the school day.

The majority of the day went by pretty quickly, and before Lightning realized, it was lunch time already. He raised an eyebrow as his spider-sense started to tingle and looked up to see a bunch of girls approaching his table. Recognizing a few of them as Sunset's friends, he began to feel nervous as they started sitting at his table. "Hi Lightning," A cheery Sunset said as she sat down to his right. "We're going to be sitting with you for lunch! I hope you don't mind."

"O-oh, I uh, well..." Lightning stuttered. But before he could form any words, he sensed something from behind and saw Rarity standing to his left.

"Hello, darling," she said with a small smile and wave. "Is this seat taken?" she asked, pointing the seat to Lightning's left. Still completely incapable of forming words, he just shook his head "no" as his cheeks began to warm up. Rarity giggled as she proceeded to take the seat. Before he knew it, Lightning looked around to see that his table was full with all of Sunset's friends, all looking at him.

"Everyone," Sunset started. "This is Lightning!" Lightning felt his nerves shoot through the roof as he saw the four unfamiliar faces looking at him.

"Uh," he stuttered. "H-hi everyone... M-my n-name's... Lightning." He managed softly, unintentionally earning a few laughs from the table.

"You're funny!" said a bouncy pink girl from across the table. Pinkie Pie, Lightning had recognized her from his chemistry class. She was a character and a half to say the least. The other girls introduced themselves as Applejack, Rainbow Dash, and Fluttershy. She really lives up to her name, Lightning thought, barely able to hear her introduce herself. After the girls had all introduced themselves, Lightning began to feel more comfortable around them. However, it wasn't long before Rainbow Dash had taken lead of the conversation,

"Hey, did you guys here about what happened downtown last night?" She looked around but nobody seemed to have any idea what she was talking about. Lightning had an idea, but decided to keep quiet and see where she was going with it. "Well apparently this nutcase in a Halloween costume has been going around the city," she continued. She pulled up a picture on her phone to show everyone. Sure enough, Lightning recognized the purple caped menaced that chased him around the city the previous night. "They call him the Prowler," she said. Lightning looked long and hard at the picture, a serious expression forming on his face. The girls exchanged faces of horror and concern as Rainbow Dash began to describe some of the robberies and destruction of property that this so called Prowler has caused.

"Lightning, what do you think that thing is?" Sunset asked, momentarily breaking Lightning from his trance. He turned to face Sunset, then looked back at the picture.

"I don't know," he said slowly, a subtle hint of determination in his voice. "But whatever it is, somebody has got to stop it..."

Author's Note

I am not dead. That's it. That's the note.

No but in all seriousness, it's good to be back. At least I think I'm back. *pat pat* Yup. That's my kneecap alright. Jokes aside though, real life stuff has been time consuming so getting this one out has been a bit of a challenge. Hopefully it doesn't feel to disjointed or something as a result of that. But either way, here we are at the end of another chap. Any and all feedback is appreciated and see you at the end of the next. :twilightsmile: sleppy time lul

Protecting the Neighborhood

A couple of weeks have passed since Lightning's encounter with the Prowler. In that time he had become closer with Sunset's friends and felt more comfortable around them. However, he rarely interacted with them outside of lunch, except for Pinkie Pie, who now wouldn't leave his side in Chemistry. This made any further development of web fluid difficult for Lightning, but he figured it wasn't too big of an issue and he'd find a way to work around it. Besides, it was nice to have a cheerful friend like Pinkie around in what would otherwise have been a lonely class. Lightning also shared a class with Rarity, English to be exact, but rarely spoke to her unless she approached him first. Despite having a new sense of confidence from his new circle of friends and having super powers, the idea of approaching Rarity just seemed so... daunting. These new social skills weren't the only new thing to come up, however.

Word around Canterlot was that some sort of super powered masked "crime fighter" was going the city at night performing numerous heroic tasks. From stopping robberies and assaults to saving people from fires, if there was danger, this mysterious figure was almost guaranteed to show up. Many reports claimed this person was spider-like, able to climb walls and even shoot "ropes" from his wrists. Some called him a hero, some called him a vigilante, and others even speculated that he organized these disasters so that he could paint himself to appear as a hero. Be it good talk or bad talk, nearly everyone had something to say about this "Spider-Man," as many were calling him, that was making himself apparent in Canterlot City. But no one spoke more of him than Rainbow Dash. She could hardly go a single lunch without excitedly talking about his most recent activities with the others.

"Okay, but did any of you actually see the YouTube footage from the ATM robbery?" Dash asked, looking around at the table. "He fought off four armed guys!" Lightning couldn't help but chuckle to himself over Rainbow Dash's excitement. It was a strange feeling suddenly becoming the most popular student at school, without anyone realizing it was really him they were talking about. He figured it would probably still be best to keep that identity a secret.

"Ah just wonder who he is," Applejack commented. "And how he is able to do all those things that he does!"

"It does seem pretty incredible that anyone could do what they say he does," Fluttershy added.

"I bet he's super cute under that mask!" Pinkie Pie said, seemingly out of nowhere. "Whaaaaat?" She asked, noticing that her comment caught the attention of everyone at the table.

"Well I for one don't see what all the fuss is about," Rarity said, her attention turning back to her sketchbook. Rarity was one of the few students at Canterlot High that didn't seem to have much of an opinion on Spider-Man.

"Are you kidding?!" an exasperated Rainbow Dash asked. "Just look!" she said, showing Rarity the video she had mentioned earlier. After only a few moments of hesitant watching, an expression of disgust quickly grew on Rarity's face.

"Blegh. Does he really go around saving people in... that?"

"I don't understand, what's wrong with it Rairty?" Lightning asked with a chuckle. "I think it looks charming!" This sarcastic comment earned an eye roll from Rarity, but before she could respond, Applejack added in a comment of her own.

"Rarity for crying out loud, he's trying to help people! Nobody cares what he's wearin!"

"Oh but on the contrary, darling!" Rarity replied. "If he's going to save the world, I say he should do it in style!"

"And I suppose you're going to design a new outfit for him?" Sunset asked with a smirk and a raised eyebrow. Rarity's face suddenly lit up in response.

"Why, that... is not a bad idea darling!" She said as she frantically flipped to a new page in her sketchbook and started scribbling down ideas. Everyone else had a good laugh at Rarity's antics. But as the laughter died down, Lightning began to descend into thoughts of his own. Rarity did have a point. As "charming" as his outfit was, he couldn't wear it forever. A wardrobe update would definitely be needed at some point going forward. The issue is, he didn't have much experience designing or making clothes. But Rarity on the other hand...

But how would I even accomplish that? he thought to himself. It's not like I can just go to her as either myself or Spider-Man and just say 'hey, I need a new outfit.' My identity would most definitely be compromised. But, if I were to ask for lessons... That could work! But timing is key here. Obviously I can't bring it up right now, that'd seem pretty suspicious... With the lunch period now ending and a plan formulating in his head, Lightning got up with the rest of the group to throw away trash and finish up the school day. Yeah... This could work, he thought to himself as he made his way out to class.

...

It was much later in the day, long after school had let out. Suited up, Lightning was going around his now usual "patrol" posts. Slow day, he thought to himself, thinking over the nonexistent action he had seen thus far. He sighed as he perched upon a high point on a nearby building. At least I'll get a chance to watch the sun set over the city this time. He had tried many times to watch it previously, but some sort of trouble had always come up. But as he began to relax, his spider sense began to tingle, alerting him of something going on nearby. He immediately began to look around the nearby area until he spotted some thugs harassing a woman for her purse. "Finally, some action..." Lightning said to himself. He then took off his backpack and leapt from the building he was on to quickly make his way to the ground level. "Hey fellas, you get lost on your way to the frat party too?" The sound of Lightning's voice caused the thugs to all stop in their tracks, turning to look at him.

"The hell are you?" one of them called out. "You a cop or somethin?"

"A cop? Really?" Lightning asked, slowly approaching the others. "What, you think it's because of the red and blue outfit? Wow, Sherlock, you... you really are something else."

"Oh shit!" One of the thugs exclaimed as he began to back off. "He's that spider-dude off of YouTube! Listen, I don't want any part in this!" He then turned to run away from the scene. The other three turned to face Lightning.

"Ah, looks like my charming personality scared him off!" He commented.

"Yeah, well the rest of us ain't scared of ya!" One of the thugs said as they all began to approach him.

"Suit yourselves." Lightning said with a sigh, getting into a defensive stance. He kept his composure as the thugs began to run towards him. Due to his experience with part-time crime fighting over the past few weeks, Lightning had picked up a few things when it came to combat, especially against multiple people. Before he knew it, he had found himself surrounded by the three thugs. Underneath his mask, a small smile grew on his face. One of the guys ran at him from behind, but Lightning immediately reacted and warded off the attack by throwing him into one of his accomplices. Then with one quick motion, he turned towards the third thug, sweeping his feet from beneath him and kick him towards a wall. He then began to rapidly shoot webs until the guy was stuck to the wall and unable to break free. "That all you got?" He asked cockily, turning to face the other two men now standing back up. "Guess it's time to put this fight into overdrive!"

Lightning then proceeded to shoot webs on either side of one of the thugs, using the elasticity of the webbing to launch himself forward and deliver a knee to thug's face, knocking him unconscious. He then turned towards the last man standing and used a single web to launch himself once again this time connecting the palm of his hand to the thug's head and making him fall to the ground with a loud thud echoing throughout the alley. Standing back up, Lightning then turned his attention to the woman who was being harassed. He slowly walked towards her, picking up her handbag that was on the ground. "Here you go ma'am," he said, handing it to her.

"Thank you," the woman said simply, shook by everything she had just witnessed.

"Anytime," Lightning replied before turning to make his way back up to his perch on top of the building. "All in a day's wor- oh come on!" He exclaimed as he made it back to his perch, only to realize that the sun had just set over the horizon. He let out a sigh as he relaxed himself atop of the building, looking out across the city skyline. His attention turned to a building off in the distance as a small explosion went off, causing a burst of flames to be visible from his position. That can't be good, Lightning thought to himself as he leapt from the building he was on and made his way across the city towards the slowly growing ball of flames. As he got closer, Lightning soon began to recognize the building as an apartment complex and thus sped up his pace a bit.

Meanwhile at the complex, there was nothing but chaos as residents and visitors alike ran around panicking. First responders tried their best to maintain order and help as many civilians as they could, but many were still concerned as several people were still inside the building, trapped by debris that had collapsed from the now crumbling building. As Lightning arrived at the scene, he quickly surveyed the area to get an understanding of what was going on. He noticed a large area where the building had collapsed where several people were trapped behind a few large slabs of concrete. He hastily made his way towards the cavity in the building. He noticed that he could just manage to wedge himself underneath one of the lower concrete slabs and did so without hesitation. "Okay everyone!" He called out. "I'm going to lift, and when I do, I want you all to make your way out as quickly as you can!"

As Lightning finished speaking, he began to lift the rubble onto his shoulders. But in doing so, he aggravated more unstable debris above, causing more layers of concrete to fall on him. Not letting this deter him, he once again began to lift, slowing raising the several layers of broken concrete and rubble into the air until it was just high enough for everyone to pass underneath. "Go, go, go!" he called out as everyone passed underneath the passage he had just made for them. After everyone had made their way through, he then threw the debris into the air then jumped towards the inside of the building as it all came crashing back down. "I can't believe he actually did it!" someone commented from the other side.

Lightning then looked around to see if he could find anyone else still trapped inside before making an exit. He soon spotted someone who had tripped and fallen while the others were escaping and quickly made his way over to the person. "Hey, it's alright," he said, trying to comfort them. "I've got you. You're alright now." He then picked the person up with ease, then looked for the best exit. He spotted a window that he could easily get through with the person, but it was surrounded by flames. "Brace yourself," he said to the person he was now carrying. "It's about to get real hot!" He then ran towards the window and jumped through, turning himself that he took the majority of the impact rather than the person he was carrying. Making it though to the other side, he then gently placed them down. "Are you alright?" he asked? Satisficed with the simple nod he got in response, he looked around. But despite the intense heat from the flames, he still felt a chill when an eerily familiar voice cried out for help. The last voice he wanted to hear in a situation like this.

"Help! Please! Someone please help!" Lighting whipped around to see Rarity calling out for help. She must've been one of the people who were just trapped inside, he thought to himself. But why is she calling for help? But Lightning's question was soon answered. "Please, anyone! My sister is still in there! She's trapped on the third floor!" Immediately, Lightning turned back towards the building and used his webs to slingshot himself through a window on the third floor. Luckily landing on somewhat solid flooring, he looked around to try and get his bearings.

"Hello?" he tried calling out. "Is there anyone here?" Lightning listened for a response of any kind, but received none. He began to move around, searching everywhere he could for a sign of life. As he reached one of the rooms, he heard a faint cough, and began to rush to where he believed the source had come from. "Hey! Is there someone there?" he tried calling out again. This time, he merely received a whimper as a response, but it was miles better than nothing but roaring flames. He found his way to the source of the noise and found a little girl, trapped underneath a door and some rubble weighing it down. Her pale body was covered in ash, her two toned pink and purple hair a mess, and her bright green eyes filled with tears. "Hey," Lightning said softly. "It's alright. I'm gonna get you out of here, okay?" The girl simply nodded in response. "First, we've gotta get this mean old door out of the way. Ready?" Another nod. Lightning then lifted the door, pushing the rubble away, the tossed the door to the side. "See how easy that was?" He then picked the girl up who then held on tightly. "Alrighty, now to get you out of here."

Lightning looked around for an exit. He went to go through the way he came, but the floor had collapsed, creating a large gap. Here goes nothing, he thought. He gave himself a running start then leapt across the gap with ease. "Don't worry, we're almost there!" he said to the child, who was still holding on for dear life. Making sure to secure the girl, he then dove out of the window he entered from and thwipped out a few webs to gently swing down to safety. Landing on the ground, he then spoke softly to the little girl. "Hey, it's okay now. You're safe now," he tried. But she refused to let go.

"SWEETIE BELLE!" Rarity called out, running towards the two. The girl opened her eyes and turned to look at her sister calling her name. Finally letting go of Lightning, she then turned and went to hug her sister, who received her in a big embrace. "Thank you so much!" she said to Lightning. "Oh my goodness Sweetie Belle! I'm so glad you're safe! Oh, heavens, I was terrified half to death!" Lightning couldn't help but just look in awe as the two sisters reunited with one another after what was most likely a traumatizing experience. Lightning turned to his attention back to the fire, only to see that it was now fully under control and everyone was evacuated safely. Now ready to take off again, Lightning then turned, only to be stopped by Rarity. "Wait!" she called out. "Do I know you from somewhere?" Lightning smirked underneath his mask.

"Of course you do," he replied in a low voice.

"I do?" Rarity asked, puzzled.

"I'm you're friendly neighborhood Spider-Man!" With that, Spider-Man then turned and leapt into the air, to swing off into the distance, leaving everyone behind to just watch in awe. Unbeknownst to everyone at the scene, on an adjacent building stood the Prowler, his dark figure being hidden by the night, those menacing white glowing eyes just scowling, watching all of the events that had just unfolded. After seeing Spider-Man take off, he himself then turned to leave, to attend to matters of his own...

...

Spider-Man had soon enough made his way back into his neighborhood before he had come to dreadful realization! Drat! I forgot my backpack! He stopped on a nearby rooftop, making sure to try his best to stay hidden. It's too late for me to go back for it, Aunt Hay might to start worry about where I'm at. Besides, I don't think I have enough web fluid left to make the trip anyway. But I can't let her see me dressed like... THIS! He let out a defeated sigh. He was going to have to sneak in, without being seen by anyone of course.

He quickly and quietly made his way to the all to familiar house. I've heard of sneaking out before, but sneaking in? That's just ridiculous! He made his way to his bedroom window and slowly opened it, checking back to make sure nobody was watching him. Once the window was open enough, he climbed through and onto the ceiling, using his foot to close the window behind him. Got to be as quiet as possible... He crawled on the ceiling over to where his door was at then shot a web on the corner to slowly pull it to a close. After the he had finally closed it, he dropped off from the ceiling, landing softly onto the floor and let out a deep sigh. Easy enough. He thought. Now to get changed before someone sees me...

A few minutes later, a normally clothed Lightning slowly opened his room door. He slowly crept down the hallway to his Aunt's room and was pleasantly surprised to hear the sound of faint snoring coming from the room. Oh thank goodness old people like to sleep early! He then made his way downstairs to raid the fridge and pantry for any food he could find. Hey, being a friendly neighborhood Spider-Man sure does work up an appetite! After finding an adequate amount of anything edible, he made his way back up to his room. He was excited that he saved the day, or night, yet again, but something seemed off. That fire... Something didn't seem right about it. Sure it was probably a gas pipe explosion that started it, and thankfully nobody got hurt! But I get the sense that somebody WANTED that fire to start. But who... and why...

Author's Note

Hey hey! I made a not dead joke last time so I guess I have to be more serious this time around, huh? Uh, yeah. Over a like, 2 month delay isn't exactly what I was expecting, or wanted, obviously. And here I was thinking that taking a break from school would give me more extra time... Anyway, without getting too deep into things, irl has me really busy at times which unfortunately means I can't promise a consistent schedule with this. (Have I said this already?) Anyway, I'm doing my best to stay motivated and keep working at it. Better end now before this turns into 4:30 AM ramblings (which is a new record btw for the earliest I've finished. I think.)

Anyway yeah, hope everyone enjoyed, can't wait to do more, and feedback is always appreciated :heart::twilightsmile:

Goodnight everybody! :rainbowlaugh:

An Eventful Night

It was the next day before school and Lightning was almost ready for school. First he wanted to finish his daily check on his "suit." There's a bit discoloration from all the ash and fire from last night, he thought to himself. Ugh. And it's got a bit of a smell. I can't wash it here though, not with Aunt Hay insisting on doing all the laundry herself. I'm sure it'll be fine for one more da- as he turned to put the suit into his backpack, he remembered that he no longer had a backpack. Right. Guess I'll have to leave it at home and hope that Aunt Hay doesn't decide to search my room. Not that she's ever done something like that before... Luckily for Lightning, he always makes pitstops at home before heading out, meaning that he still had everything he needed for school. He just needed to carry it... manually. Yeah, I'm gonna have to not do something stupid like that again...

After gathering all of his things, Lightning made his way downstairs to eat breakfast. "Good morning, dear!" Aunt Hay called out.

"Hey Aunt Hay," Lightning replied. He took a seat at the kitchen table as his aunt brought over a plate of food. "Thanks," he said softly.

"Are you alright, Lightning?"

"Yeah, I'm just... still tired." Lightning let out an exaggerated yawn as his Aunt also sat down and turned on the TV. Lightning's eyes went wide as he saw what was on the news. Much to his luck, the fire from the previous night was being covered. He chuckled softly to himself as a low quality image of Spider-Man lifting concrete slabs was shown.

"Oh my," Aunt Hay said seeing the destruction. "What an awful tragedy! I'm glad to hear no one was harmed, but I'm still not too sure how I feel about this Spider-Man fellow." Lightning, who was picking at his food, then looked up when he heard his aunt say this.

"Hey uh, Aunt Hay?" he started, wanting to change the subject. "I uh, I'm gonna need a new backpack."

"What was that dear?" his aunt asked turning towards him.

"I need a new backpack," Lightning repeated with a sheepish smile.

"Oh my. What happened to your old one?"

"O-oh, well, uh..." Lightning was not prepared for her to ask such a question and needed to come up with something quick. "Well, you see... I was visiting a friend at the complex before the fire broke out and, well, I may have left it and uh..." Lightning winced as he processed the words coming out of his mouth.

"Oh goodness!" Aunt Hay immediately got up and went over to Lightning to check him for injuries. "Are you okay dear? Are you hurt? Why didn't you call me, or something!"

"I'm fine, Aunt Hay, really! And... I didn't want you to worry..." Lightning's eyes slowly shifted back to his food. He wasn't necessarily lying. He never told his aunt about his powers or anything spider related because he didn't want her to worry about him.

"Okay. Well, at any rate, I'm just glad you're okay," she said as she went to sit back down. "But about that backpack of yours. How do you plan on taking your things to school today?"

"Oh, I'll just carry everything. Only take the things I know I'll need." This caused Aunt Hay to raise an eyebrow.

"And you're sure you'll be okay with that? It won't be too much to carry so many loose things around all day?"

"I'll be fine, Aunt Hay. I figure since it won't be a permanent arrangement I'll be fine."

"If you say so, dear... Just, try no to lose anything else, okay?"

"I'll do my best!" Lightning said with a chuckle. And with that, the two went back to eating their breakfast. After finishing his food, Lightning went back upstairs to grab his pile of things before going out the door. But before he went back downstairs he took another look at his makeshift suit. Might be time for an upgrade... he thought to himself. Maybe it's time I ask Rarity for those lessons. I hope she doesn't charge me or something. That'll make things difficult for sure! Lightning then grabbed all of the belongings he'd need then headed out the door. It's going to be a long day... He met up with Sunset at their usual meeting place, but the confused look on her face made him stop in his tracks.

"What happened to your backpack?" Sunset asked with a chuckle.

"Oh, uh, well, you see... it uh... I uh... it uh, burned." Lightning managed to stutter out. He figured it'd probably be best to just stick with the same story.

"Ohh, were you at that apartment complex when it caught on fire?" Sunset asked, a bit concerned.

"Not exactly. I was visiting a friend who lives there and accidentally left it there before the place went up. I got in touch with my friend and he's alright. The backpack? Not so much..." Lightning felt pretty confident in his story now.

"I see. Well, I have an extra backpack back at my place you can borrow, if you want to." Sunset offered.

"That uh, that would be nice," Lightning said with a chuckle. The two friends then made their way back to Sunset's place. Lightning had visited a few times every now and then, and there was always something new each time he was there. "I didn't know you played guitar!" he said, noticing the acoustic guitar hung on the wall, next to the steps leading up to her bed.

"Oh, I've just started learning. I'm, not that good yet," she replied with a blush.

"Maybe you could play for me sometime?" Lightning said with a laugh.

"Heh heh, maybe," Sunset said, turning her attention back to looking for the backpack. It wasn't long before she was presenting it to Lightning. It was dark brown with a bright red and yellow sun with a yin yang symbol on the front. It had a few zippers on it and definitely had shown signs of being used. "It's nothing too fancy, but it's better than nothing, right?"

"It's perfect!" Lightning said, taking it from her. He then proceeded to quickly shove all of his belongings into the thing before zipping it up and sliding one of the straps over his shoulder. "Thanks!"

"I see someone is very organized." Sunset said sarcastically. Lightning simply rolled his eyes at the comment.

"Come on, before we miss the bus again." The two friends laughed as they headed out the door and quickly made their way back over to the bus stop.

...

Lightning was sitting at his desk, hardly able to contain his excitement. But not because of first period Calculus. An elementary topic to him, Lightning was far more interested with the content on his laptop screen then what was on the whiteboard. Apparently someone had recorded Spider-Man at the fire and uploaded the footage to YouTube. Naturally, it didn't take long for this to go viral. Lightning, hunched over his desk at his laptop, beamed as he watched himself lift several layers of concrete to free the people from the crumbling building. That has got to be the coolest thing I have ever se-

"Mr. Blitz!" Lightning nearly jumped out of his seat at the sound of his name. He looked up to see the teacher glaring at him from the front of the classroom. "Are you still with us?"

"Uh, uh uh..." Lightning stammered as he quickly closed his laptop. He then took a quick glance at the board to see that a problem was written up to be solved. Luckily it was just a simple limit question. "Yeah... yeah of course! You just insert 3 as the x for the difference quotient and after simplifying you find that the limit f' (3) as h approaches 0 is equal to 6."

"Right," the teacher simply replied as she turned her attention back to the rest of the class. Lightning quickly looked behind him to take a peak at the clock. Class was ending in less than 10 minutes. He began to tap his pencil in anticipation. His mind began to drift to things other than limits. Like, Rarity. He had his English class with her next period. In fact, after the most recent seating rearrangement, she sat RIGHT NEXT to him. Maybe it's time I ask her for those lessons, he thought to himself. After all, I do usually run into her on my way to class. I just hope I can find words and not make a complete idiot of myself... Before when Lightning wanted the class to end quickly, it seemed every second would draw out for an eternity. Now that he was dreading having to speak to his crush, time was practically travelling at the speed of light. It wasn't long before the bell rang and the students all started to hurriedly rush out of the classroom. Lightning grabbed his bag and slowly headed towards the door, taking a deep breath before he stepped out. But as he did, he froze dead in his tracks.

Right there standing outside the door stood Rarity wearing a cheerful smile on her face! Wait, was she... waiting for me?? That's out of the ordinary... "Hi Lightning!" she called out.

"O-oh, um... h-hi there... Rarity" Lightning managed, his face blushing wildly. He walked out of the classroom door and Rarity walked with him down the hall as the two headed towards class.

"Say darling, isn't that Sunset's old bag?" Rarity asked, recognizing the emblem on the backpack Lightning was using.

"Oh, yeah... well, she um... g-gave it to me!"

"Did something happen to your old one?"

"Well, um, yeah... It uh, it kinda got burned up in that fire last night..." Lightning said slowly.

"My goodness, you were there too?" Rarity asked, suddenly concerned. Lightning froze, remembering that he had rescued both her and her younger sister at the fire. He thought carefully about his next few words.

"N-no, not exactly. I was visiting a friend and had left my backpack there before the place went up. Luckily he made it out tho." He paused for a moment, hoping he could break any possible connection between himself and Spider-Man that may have been made. "Were, were you there, Rarity?"

"Yes, my sister and I were visiting a relative of ours," she sighed. "Then all of a sudden there was a loud explosion heard and the building was suddenly on fire. Our relative made it out safely, but my sister and I were still trapped inside. Thankfully, that Spider-Man fellow showed up just in time to save us, bless his heart. I just wonder who he is..." The two finished the rest of their walk in silence. They went into the classroom and took their seats next to one another. Lightning took a deep breath. Alright. Here goes nothing... But he could not find the words to speak. Come on Lightning! You're just asking
her for some clothe making lessons! You're not asking her to be your girlfriend! His mind began to drift after that last thought. No, have to stay focused on the now.

"So, uh, Rarity..." he finally started.

"Yes, dear?" she replied turning to face him, her full attention now on him.

"So um, I was thinking... Uh, well..." Lightning was struggling to find words. Meanwhile, Rarity's eyes began to widen as she waited for him to speak. "I uh, have kind of taken an interest in um, you know, clothing and such and... Well, I was wondering if maybe y-you'd be interested in like, teaching me a thing or too about sewing or, whatever e-else goes into that type of thing..." he slowly and painfully managed to get out. He found that not looking Rarity right in her beautiful azure eyes helped, but it probably wasn't the most polite thing to avoid eye contact like that.

"Oh?" Rarity giggled. "Is that so? Why the sudden interest?" She asked tilting her head slightly with a raised eyebrow. A playful smirk had made its way onto her face.

"Oh..." Lightning was not prepared for such a question, and obviously he couldn't tell her that he was planning on making a new Spider-Man suit. He had to think of something quick! "Well, you know, the holidays are coming up and everything, and I thought it'd be nice to make something for my aunt. But I don't know the first thing about knitting or sewing, or anything of the sort." It wasn't the worst story. And besides, who said this skill would be used to only benefit Spider-Man.

"Aww, that's so sweet and thoughtful of you," Rarity replied, placing a hand on Lightning's, causing him to blush like wild. "I would love to help you darling! And you needn't worry, you'll have mastered the art by Christmas!" she finished confidently.

Lightning chuckled. "Cool. T-thanks!"

"Of course dear. We can meet tomorrow evening at say, 5:30 for your first lesson?" Lightning simply nodded in response. "Oh! Here, let me give you my number, so we can stay in contact easily." Lightning's eyes went wide. Rarity was giving him his number? And he didn't have to ask for it! He stumbled as reached into his pocket for his phone and unlocked it before handing it to Rarity, who giggled as she entered her number as one of his contacts. "There you go darling," she said, handing it back to him. Lightning tried to say something, but couldn't find the words to say anything. However, he soon found that he didn't need to, as the bell had rung indicating that class was starting and the teacher did not hesitate to begin. Lightning tried his best to focus on class, but had a hard time doing so. He was going to be spending a lot more time with Rarity now...

...

Lightning double checked to make sure he was at the right address. Yeah, this is the place, he reassured himself. He fidgeted with the straps on his backpack a little as he looked up at the building standing before him. Inside the backpack were just a few things he thought he might need, a notebook along with some pens and pencils... as well as his Spider-Man suit. You never know... He took a deep breath before reaching out to knock on the door. It wasn't long before the door opened to reveal Rarity on the other side, happy to see him. "Why hello there Lightning!" she greeted. "You're a bit early, darling!" Not really sure what to say, Lightning simply shrugged his shoulders in response, earning as giggle from Rarity. She then invited him inside then lead him upstairs. "Would you like some hot tea?" she offered as Lightning took a seat.

"O-oh, um... y-yes please. Thanks." Rarity smiled as she left to prepare the tea. Lightning looked around as he sat in silence. But suddenly, he felt a presence and turned around to see a little girl peering into the room. He immediately recognized her as Rarity's little sister, Sweetie Belle, that he saved from the fire. "Hey there," he said softly with a smile. Sweetie Belle just gave a small wave in response before running off to do something else. Guess she's not much of a talker, Lightning thought, chuckling to himself. Guess that makes two of us. Shortly afterwards, Rarity returned with the tea. She proceeded to pour a cup for each of them then set the teapot to the side.

"Now, shall we get started?" she asked.

"Oh, uh, y-yeah," Lightning replied. He then scrambled to grab his notebook and a pen from out of his backpack, causing Rarity to giggle at his antics. "What? It helps me learn!" he defended.

"Even so darling," Rarity replied as she grabbed some materials of her own. "We're going to use a more hands on approach." Lightning tried his best to pay attention to what Rarity was trying to teach him, but how could he? He was at his crush's house, and she was sitting right across from him! Try as he might to keep his mind on stitching, he repeatedly found his attention drawn to Rarity herself instead of what she was trying to teach him. Her perfectly coiffed hair, her beautiful smile, her unique accent, more pleasant than any harmony that could have ever been composed, and of course those eyes. Everything about her was just so... entrancing... However, it wasn't long before Rarity noticed Lightning's lack of attention. "Is everything alright, darling?" The question caused Lightning to immediately snap out of his trance.

"Huh? Oh! Uh, y-yeah... I'm alright." He managed to reply.

But his response only caused Rarity to raise an eyebrow. "Is there more to this, Lightning?" she asked in a more serious tone, sounding slightly annoyed. "Did you actually come here to learn or was just some excuse to be around me?" she demanded.

Lightning's eyes shrank. "W-what? No! Well, y-yes I do like being around you b-but I did really come here to learn..." he paused. "It's just, you're really p-pretty and I get nervous a-and don't wanna... but then... a-and, ya know?" It was at this point that he had once again lost the ability to speak. Why did I have to say that, he scolded himself. Rarity's gaze softened after hearing this, and she even blushed slightly from Lightning's compliment.

"We're friends, darling," she said with a chuckle. She then took both of Lightning's hands in hers, causing him to blush wildly. "If you want to spend time or, 'hang out' with me, all you have to do is ask. I apologize that I got upset with you. I'm free Friday evening if you wish to do something. I like hot chocolate," she added with a wink.

Lightning nodded in response. "Y-yeah! It's a date, then!" His reddened even more at realizing what he said. "Well, maybe not like, a date, date... U-unless you want it to be! Or uh we-" He was silenced by Rarity placing a finger to his lips.

"It's a date, darling." She said with a giggle. "Now, shall we get back to stitching?"

"Yeah!" Lightning said with a nod.

...

Friday had approached further than Lightning anticipated. Before he knew it, he had found himself looking in his closet, trying to find something, anything to wear. He paused when his eyes fell on the Spider-Man suit. Just in case... he thought to himself. But I probably shouldn't show up wearing that. I'll just put it in my backpack and hide it in an alley or something. I just have to remember to not leave it this time... With that thought taken care of, Lightning turned his attention back to what he was actually going to wear. Eventually he settled on a black t shirt and blue jeans with a light gray jacket to go over top. It wasn't anything out of the ordinary for him, but he'd figured it'd probably be best to just be himself for the date. A date. With Rarity. He was still nervous about it, but he didn't have much time to lose. He quickly grabbed his backpack and made his way to the subway. Now was not the time to be late!

After a quick ride into the city, Lightning was getting close to the Sweet Shoppe, where he was to have the date with Rarity. Before getting too close, he slipped into an alley and dropped off his backpack. Hopefully no one will find it here. After hastily hiding the bag, Lightning then continued to make his way over to the Sweet Shoppe. He had been there in the past a few times and thought it was a pretty nice place. He made it to the entrance a few minutes before he was supposed to meet Rarity. However he stood awkwardly outside, not sure if he should wait for her inside or outside. Luckily, he didn't have to wait long, as Rarity appeared shortly after.

"Hello Lightning!" She greeted cheerfully with a hug.

"H-hey Rarity," Lightning replied softly. He still wasn't quite used to being hugged by her. Or being this close to her, for that matter. As they released the hug, he took notice at what she was wearing. Rarity too didn't go for something too special for the date. In fact what she wore was more casual than her normal attire. On top of her standard purple skirt was a simple blue and yellow CHS wondercolts sweater. He had to admit though, it looked pretty cute on her. Although when did she not look stunning? Oh God... he felt his cheeks warming up a bit.

"So, how have you been dear?"

"Oh, um, y- yeah. I've been uh, pretty good..." Lightning was completely caught off guard by the question. "How about you?"

"I've been pretty good myself." It was at this point that Lightning realized that they were still outside. Immediately he went over to the door to open it for Rarity, earning a giggle from here. "Why, thank you darling!" she said with a smile, heading inside the Sweet Shoppe.

"No problem," Lightning said, following behind. The two sat across from each other in a booth next to a window. It wasn't long before they were waited on and both ordered a hot chocolate. Afterwards, the two sat in silence for a bit.

"So Lightning," Rarity started. "Tell me about yourself." Lightning froze, not really knowing what to say. This is what I signed up for coming on this date... I just, didn't think I'd have to actually do it...

"Oh, uh. w-well, you see..." He had completely lost the ability to speak. Come on Lightning, you're Spider-Man! You're a real life super hero! You have all these powers and can do all these incredible things! Surely you can just talk to her! If anyone has a chance with Rarity, it's you! Lightning took in a deep breath and slowly let it out. This is your chance to show here who you are. Just... be yourself. "Well, I like piña coladas and getting caught in the rain," he said, earning an eyeroll from Rarity. Okay, not my best, but at least it was a coherent sentence. That's improvement! "I um, really like science. I think it's pretty cool."

"Oh? Is that so?" Rarity asked, now intrigued.

"Yeah. And it's crazy because we have thousands and thousands of years of research and scientific work laid out before us, and yet we've barely scraped the surface! There's just so much potential! There's just so much more out there for us to discover and learn, the possibilities are endless!" Any feeling of nervousness that Lightning may have felt had completely disappeared by this point. Once he started to talk to someone about something he was passionate about, it was like he was a different person entirely. Rarity couldn't help but smile at his enthusiasm.

"Wow, you seem really passionate about that," she said, earning a nod from Lightning. "What do you plan to do after you graduate?"

"Oh well, Sunset and I were going to rent a place in the city as we both go through college. You know, working and studying type of thing. She wants to study psychology and well, I want to do science in general, but major in chemical engineering. Afterwards, I wanna look for work in the science field and really make a difference. Ya know, change the world, that kind of thing." He paused for a moment. "I know it sounds kind of childish or silly, but it's just... When I was a kid I uh, went with my uncle to the Manehattan Science Fair, and it was one of the best experiences of my life. Ya know, just seeing all the things that people could accomplish from this general field, it really amazed me, and it inspired me. Ever since, I've always dreamed of having an impact on the world around me, in my own way..."

"Wow, that's amazing darling. And you shouldn't feel silly about wanting to make a difference," Rarity said, taking both of Lightning's hands in her own. "You're such a gifted, talented person, Lightning. I know you can, no, you will make a difference, darling. I'm sure of it. I'd even argue that you already are." She said the last sentence with a wink. She then gave Lightning an encouraging smile, who blushed at her kind words. That and the fact that she was holding both of her hands. Realizing it herself, Rarity began to blush as well, before slowly releasing Lightning's hands. "So, you and Sunset? I take it the two of you are quite close then?" she asked.

"Yeah. She's my best friend, probably the best friend I've ever had..." Lightning said, his eyes slowing looking down to the table. It was true. He and Sunset had only been friends for a relatively short period of time, but it was like the two had known each other their whole lives. They were always there for one another, and so supportive of each other... "So uh, what about you?" Lightning asked, wanting to change the subject. "I know you're really into like, fashion and that type of thing, but what do you want to do after you graduate?"

"Oh," Rarity said, not expecting the question herself. "I don't know, Lightning. You might think I'm some silly girl with a big ambiguous dream..."

"Come on Rarity, I just said that I wanted to change the world through science." Lightning said with a chuckle. "I'm sure whatever it is, it isn't that silly. Try me!"

"Okay, well..." Rarity started slowly. "I've never really talked to anyone about this but... Oh, thank you darling," she said to the waitress who had just returned with their hot chocolates. "Anyway, I'd really like to... expand. I love the Carousel Boutique and I thoroughly enjoy the work I do here in Canterlot, but I always loved the idea of seeing the world, and taking my work with me! I've already come up with the most fabulous idea for a boutique in Manehattan! I call it, 'Rarity For You!' I can already just imagine the perfect spot for it! of course, I just need to come up with the funding for it." She finished with a nervous laugh. Lightning just chuckled to himself.

"So, I want to change the world, and you want to see it all. What a pair we make!" He joked. "But in all serious, Rarity I think that's an amazing idea! And I know if anyone has the dedication and creativity to pull something like that off, it's you."

"You really think so?" Rarity asked. Now it was Lightning's turn to take her hands in his.

"I know so. Sometimes, you can just look at a person and know things about them. See what's coming for them, you know?" Rarity blushed at Lightning's words.

"What... do you see coming for yourself?" she asked.

"Honestly, I'm not sure yet. But whatever it is, it's going to be big. It's... something I've never felt before."

"And... for me?"

"Rarity, the world's going to know your name."

"Well, aren't you just the sweetest thing."

"Maybe," Lightning said with a smirk as he let go of Rarity's hands to grab his cup of chocolate. "But probably not as sweet as this hot chocolate, though." He then proceeded to take a sip as Rarity chuckled and rolled her eyes. As the two drank their hot chocolates, they conversed only in small talk. Soon enough, they had finished their drinks and were ready to conclude the date. Lightning made sure to pay for the bill and left a tip as they headed towards the entrance. Outside it was pretty cloudy and beginning to rain, but Lightning had forgot to bring an umbrella. Eh, not too big of a deal.

"Well, I really enjoyed my time darling." Rarity said with a smile.

"Yeah, me too. Glad I could interrupt study time to get you to agree to hang out with me," he said with a wink, earning another eyeroll from Rarity. It had just now started to rain.

"Well, I had better get going. I'll see you around, Lightning." Rarity said. But much to his surprise, Rarity leaned in and gave Lightning a quick kiss on the cheek. Giggling at him, she proceeded to take out her umbrella and with a wave, headed off into the rain. With his hand gently on the spot that Rarity had just kissed, Lightning watched as she walked off into the distance. But it wasn't long before his Spider-Sense kicked in and he felt something was off. Sure enough, he noticed several dark figures pointing at Rarity and slowly following in her direction. With a furrowed brow and not a moment to lose, Lightning quickly made his way to the alley where he left his backpack.

As Rarity made her way through the rain, she began to feel uncomfortable as she noticed several large, dark figures following loosely behind her. She decided to increase her pace a bit in the hopes to accomplish anything, but it was no use. The figures kept up their follow and even matched her pace. Now desperate to create some distance, Rarity started running. But the group following her decided to run as well. Now panicking, Rarity blindly turned into a dark alley, only to find that it was a dead end. She began to panic as she noticed the figures had followed her, trapping her inside. A quick flash of lightning revealed that the figures men of various ages, all noticeably older than herself. Rarity began to cry as she slowly backed into a wall. "Please..." she begged. "Just let me be..." the tallest of the group then stepped forward.

"Don't worry," he said with an malicious grin, grabbing Rarity by the chin. "We won't hurt you. This'll all be over before you know it." In one last attempt to get away, Rarity shook her face free then delivered a kick to the man's groin. She then pushed two other guys out of her way as she ran as fast as she could to get out of the alley. But before she could get out, she was grabbed by a large man, the muscle of the group, and brought back into the alley, screaming for help. Soon she found herself pinned against a wall. "Alright you little bitch" the tall man said, anger now present in his voice. "Now you're really in for it." Rarity forced her eyes closed and turned her head, bracing herself. But she was confused when nothing happened and instead she felt any pressure being relieved.

She opened her eyes to see someone on the side of a wall, reeling in all of the men with some sort of string. Spider-Man? she thought to herself. Spider-Man then jumped from the wall and began to fend off the men. Rarity watched as he delivered blow after blow, dodging their every attack and making quick work of them seemingly effortlessly. As he finished off the last of the thugs, he turned to see that Rarity was watching. She slowly made her way towards him, but he went around a corner.

"Wait!" Rarity called out. But when she turned the corner, Spider-Man was nowhere to be found. Then all of a sudden, she heard a voice speak from behind her.

"You seem to have a knack for trouble!" It was Spider-Man, who was now hanging upside down from a web.

"You seem to have a knack for saving my life!" Rarity replied. "I think I have a super hero stalker." she added with a smirk.

"I was... in the neighborhood," Spider-Man replied slowly. Rarity giggled in response.

"You truly are just, amazing." she said.

"It's nice to have a fan..."

"Do I get to thank you this time?"

"I uh..." but before Spider-Man could really form any form of coherent sentence, Rarity began to roll down his mask until just his mouth was exposed. She then slowly leaned forward until her lips met his and placed her hand on the side of his face, gently massaging it as she kissed him. After what felt like the longest 15 seconds in the history of time, Rarity reluctantly pulled away and slowly rolled Spider-Man's mask back up. Just as she had finished, he thwipped out another web and launched himself to the top of the building. Rarity just stood back and watched on in awe as he swung off into the distance.

Author's Note

Ah yes, the icon. Of course I had to include it. Also for the fellow math lovers out there, here's the calc problem Lightning had solved earlier in the chap.

Admittedly it's been a while since I've done calc, so I had to find a problem that I could actually ~~attempt~~ to explain :twilightblush:

Anyway, hope you all enjoyed! As always, any and all feedback is appreciated! It be sleppy time now. :twilightsmile: :heart: