Spiderman Equestria's Hero: Rise of the Insidious Six.

by Adamverse

Rating: teen
Tags: Fluttershy (EqG), Romance, Equestria Girls, Filthy Rich, Adventure, Shining Armor, Violence, Human, Main 7 (EqG), Alternate Universe
Length: 29501

Spiderman returns, while him and his friends are in college, possibly one of the greatest threats rises in Canterlot City.

Spiderman must face the super-villain group, known as the Insidious Six; who named themselves after the Sinister Six. Each villain has some kind of grudge against the wall-crawler, including the one who assembled them; The Master Planner.

No one knows who this villain is, but he's coming. All I can tell you, it's someone Adam's fought before. And they know who Adam is.....

Published 2020-07-09 11:00:00 UTC
Last updated 2021-02-05 11:58:27 UTC

Bringing down Rich

Author's Note

This story is not season 3, this counts as a sort of special.

Season 3 will come soon after this.

Bringing down Rich

Okay; I know if I say 'let's do this one more time', we all know it won't be the last.

My name is Adam, I'm twenty years old. I was bitten by a radioactive spider when I was ten, so for the last 10 years, I've been the one and only, Spiderman.

I saved the my home town a few times; while fighting villains such as, Doctor Octopus, Rhino, Electro, Mysterio. I fell in love with a girl named Heather, she has the power to move things with her mind, control other people's thoughts and even create plasma blasts to take down enemies.

I joined a secret organisation called the O.S.C, (Operation Save Civilian); using their tech to upgrade my own. I saved the Earth a couple of times, I assembled the Avengers and became their leader, I snapped Megatronus and his Decepticon army into dust with the Infinity Stones.

And then the bad stuff happened. Me and Heather broke up, I was started to get outshined by my sidekick; Kid Arachnid, I let Cybertron get destroyed during the war and I..... I let my best friend die at the hands of my arch-enemy. But then things started to turn back; me and my friends became Power Rangers on the planet Equestria, where we made great friends with the race of ponies that live on that planet.

It was my time with those ponies that made me realise that they were precious to me, I even fell in love with one of them. Fluttershy, the shy, yellow Pegasus; she was the most beautiful creature I had even seen.

But she was with some one else, she was married and had two children. With her being twice my age, married and a different species, I knew I was being stupid. But then I remember something Princess Twilight told me about, a different dimension that contain a younger, human version of Fluttershy; I had to find her.

The O.S.C had perfected inter-dimensional travel, so it was just the matter of finding the right dimension.

And then I came here, and you all know what happened after that....

Being Spiderman is one of the greatest things I've ever been gifted with; I've always looked up to the TV hero, Peter Parker. But in reality, there's only one Spiderman; so if I don't do this job, who else will?

It was early in the morning, within an apartment on Cloudsdale Street, two people were trying to sleep in on this Sunday morning.

Adam was sleeping with his arms around Fluttershy like he had done for the last two years, hugging her from behind; with him wearing is classic white pyjama t-shirt and black shorts, and her wearing a white tank top and pink pyjama trousers. On the wall next to them, were newspaper clippings; headlines from Spiderman's greatest victories. They read....

Large dragon, beaten by tiny Spider.

Spiderman pulls the plug on Zzzax.

Spidey thwarts plans of human wrecking ball.

Spiderman v Spider Slayer.

Mysterio bites the magic dust.

However, while the hero slept, his phone began to vibrate. When he reached to grab it, he saw the crime alert icon on the screen; when he tapped on the icon, the police report came through. "All officers, begin to make your way to Rich Industries; the assault on the tower has begun."

Adam sat up in excitement, "Filthy Rich?" he said. The crime boss who has been secretly organising the crimes that have occurred across the city; the man who hired Tombstone and The Talon, the man who tried to buy the symbiotes off Silver Sable and sell them off as weapons to other gangs.

And today was the day the police take him down; whatever was going to happen, Adam wanted a piece of the action.

The boy quietly got out of bed and ran into the living room; he walked over to his work bench, where he was making improvements to his suit. Once Adam threw some bread in the toaster, he began to suit up.

Grabbing his web-shooters and making sure they still worked, by firing them at the wall. He picked up his classic red and blue suit, and gave it a quick sniff; "Uh." he muttered as the smell of it made him cringe. The toast popped out of the machine; Adam grabbed it with a web-line and started to each it. With the cooked bread in his mouth, he was hopping on one leg, trying to get his suit on.

When he finished the toast, Adam applied his mask; now that he was all suited up, Spiderman leaped out the window and began swinging through the streets, towards Rich Industries.

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As Spiderman swung, the communicator in his mask began making a call to Captain Shining Armour.

"Hey cap, you started the fireworks with out me? Or is there still some cake left?" Spidey joked into the communicator.

When the captain replied, he stated, "No Spiderman, I need you to stay away. The head office wants this one to be done by the book."

"Come on cap, I've been waiting seven months for this."

Shining Armour sighed and stated, "Fine. Some of my men are pinned down in the city's centre, they're dealing with some of 'Rich's men. See if you can give them a hand." The captain then hanged up, due to the gun fire that Adam could here in the back ground of the call.

With his task given to him, Spiderman swung towards town; he had to finish this and then get to Rich Industries.

The police in the town centre were pinned down, Rich's men were firing all around the street; the cops had to take cover behind their cars. When the criminals stopped firing, they approached the police cars; the leading crook ordered, "Hands up, officers. Or you go down as the cops who were in Filthy Rich's way." The officers did as ordered, they placed their guns on the ground and raised their hands above the their heads.

As the leading criminal stepped closer, he gave another order, "Down on your knees!" so the police did as instructed. But what the thug didn't know; was that, behind him, his men were having their guns yanked away by webs.

When the head thug turned around, Spiderman web-zipped towards him and slapped him to the ground. With one man out cold, he turned to the others; even without their guns, they still looked like they could take on Spiderman. "Didn't your mother ever tell you, respect the police." Adam joked. So one by one, they tried to attack the wall-crawler; but they weren't much of a challenge.

Spidey picked up the first guy and lift him over his head, Adam then through the guy at two others, knocking them out cold. Another tried to come up from behind, but Adam's spider-sense went off; he turned to the crook and blasted him with an Impact-Web, sticking him to the wall. The final guy jumped Spiderman, grabbing him around the neck; but Spidey elbowed him in the stomach, turned around and kicked him in the face.

With all of Rich's men down, the police could take it from here. Adam's attention was caught when an explosion was heard from Rich Industries, so he leaped into the air and web-swung to the scene.

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

At the entrance to the tower, the entire police force was being pinned down by gun fire; it was all out war at Rich Industries.

Shining Armour making sure his men were okay, only to be surprise when a wall-crawler landed on the side of his S.W.A.T van. "So, how's it going, cap?" That's when a thug threw a grenade at the van, blasting both the captain and Spidey away.

"Could be better." the police captain replied.

Adam looked at the building, trying to look for some kind of entrance. He turned to Shining Armour and muttered, "I'm gonna..."

But the captain finished, "Do you're thing."

With the 'okay' from the captain, Spiderman swung towards the building; dodging the bullets and web-throwing some grenades back at the criminals, one explosion created an entrance for him into the office building. Once he was inside, Adam landed on the floor and began punching away Rich's men; once they were all down, S.W.A.T men entered through the front door. They followed Adam to the elevator.

However, when a cop called for the lift, the power shut down. One of the officers ordered, "They cut the power off, take the stairs!" The police officers ran towards the stairwell, but Adam wasn't going to let a turned off lift stop him from getting to Filthy Rich.

"I've got my own way up." Spiderman used his strength to pry open the elevator door, he then climbed up the lift shaft.

What Adam didn't expect is that Rich's thugs were opening the elevator down on the higher levels, and dropping grenades down the shaft. Adam used his spider-sense to tell when the grenades were coming, so he dodged them; he also used his Impact and Taser Webs on the thugs when he crawled past them.

When Spidey reached the top, he webbed a air vent panel and crawled into the ventilation system. As he crawled, he could hear Shining Armour contacting him in his ear piece. "Spiderman, the last of our choppers was just shot down, meaning we have no way of entering the building from above."

"And no to chase after him, if he calls in his own." Adam finished.

"Also, I just heard that 'Rich is erasing his data-servers." Adam was shocked, the captain continued, "We need that information if we want to put him away for good."

"I'll head to the server room and stop them." Spiderman replied.

The communication ended and Adam kept crawling, he got another surprise contact when a now awake girlfriend was calling him. Adam answered, "Hey Fluttershy, sorry I had to eat and run. I had to run to the animal shelter to get something." he quickly made up.

"Then why can I here explosions in the back ground?" Fluttershy asked with an annoyed tone.

"Oh, that's just the movie that the people on break are watching."

"Then why does it say on the news, 'Spiderman has been seen, joining the raid on Rich Industries'? I know what you're doing, why'd you lie to me?"

Adam sighed in defeat and explained, "I'm sorry sweetheart, I just didn't want you to worry. Are you mad?"

"I should be, but I'll let you off this time."

Spidey cheered, "Yes." then stated, "Thank you Fluttershy, you are a diamond. I love you."

"I love you too, be careful." she said before she hanged up.

When the phone call ended, Adam noticed he had crawled over a vent that was over the server room. So he dropped down onto one of 'Rich's men, knocking him out cold. The other two tried to fight, but Adam performed a spinning kick and delivered a blow to their faces. Once they were down, Spiderman started hacking into the server files.

While he hacked, something came up on the big monitor, "All these months, and your still just a big child." Filthy Rich stated as Adam saw his face on the large screen.

Spidey joked and replied, "I'm the child, look at you, erasing your browser history." That's when Adam saved the files and sent them to the police servers. Filthy Rich saw this had happened, and was mad; so he called his men into the room.

"Don't let him escape with his life!" the boss ordered. Spiderman was surrounded by more of 'Rich's men.

The first one who charged at him was punched into the air, then pulled down with webs. The other were punched and kicked down with ease. Once the server room was secure, Adam swung up to the top floor. He crashed through a door and found the S.W.A.T team that was with him at the elevator.

"Spiderman." the head officer stated. "Captain Shining armour told us to wait for you, were about to get into Filthy Rich's office." Adam swung closer to them.

"Then let's end this officer." Spiderman said. They let Spidey walk past, allowing him to lead the way.

However, the head officer whispered something into his radio. "Spiderman's her boss, we'll take him out." With that, the officers pointed their rifles at Adam.

The spider-sense went off, Adam sensed the threat and back flipped over the fake cops. Their shots just missed him; as he flipped, he web-grabbed the head officer's gun and wacked him with it, knocking him out cold.

With him down, the other officers tried to fight back; but Spidey shot Impact-Webs at them, then punched the out. After that, Adam contacted Shining Armour.

"Hey, Cap. Looks like some of your men were on 'Rich's pay-role. Luckily, they were his last line of defence; I'm heading to his office now."

The captain understood, "You've got to stop him Spiderman."

When Shining Armour hanged up, Spiderman broke the lock on the door and entered Filthy Rich's office.

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

Filthy Rich sat at his desk, writing some sides notes and finishing his paper work. As he finished the papers, he noticed something land on one of his pillars in his office. "Honestly, I'm surprised you made it this far." he muttered.

Spiderman crawled down the pillar and replied, "You writing thank you notes? Remember, there's not really a dash between 'spider' & 'man'."

Filthy Rich stands up from his chair and walks into a small room behind his desk. Once inside, he pushes a button on his watch; lowering a thick glass wall in front of him.

Adam joked, "You know I can still see you, right?"

"This is just my little way of saying 'thank you', for getting rid of my competition." 'Rich explained. He pushed another button on his wrist watch; two pillars opened, revealing large machine gun turrets.

Spidey stated, "Oh, for me. You shouldn't have."

The turrets began cutting through the floor with their beams of bullets, Adam just dodged them in time. He then rapidly fired his webs at one of the turrets, causing it to malfunction; using more webs, he yanked it from it's place and threw it at the sheet of glass 'Rich was behind, the glass started to crack. He did the same to the other turret; blasting it web webs then throwing it at Filthy Rich.

When the second turret hit the glass, it shattered; the crime boss yelled, "No! I won't let you take me in!" 'Rich then ran passed the glass and tackled Adam to the ground.

Filthy Rich had his hands around Spidey's neck, trying to choke the life out of him. But when 'Rich lost focus, Adam broke free and kicked the criminal off him. When the two of them were on their feet, they began beating each other around.

Spiderman fired an Impact-Web at 'Rich, trapping him in a web net; with the opening, Spidey web-zipped towards the crook and began punching him. To try and finish him; Spiderman used two web-lines and pulled himself forward, kick Filthy Rich out the window, with Adam falling with him.

'Rich screamed as they fell, but Spidey knew what to do. Adam grabbed the crime boss and fired a web at the top of the building; they both swung towards the building's side and crashed through a window. When they were in the room, Adam saw the last few members of Filthy Rich's gang; so he through 'Rich onto the group of thugs and they all fell to the ground.

When Spiderman landed in front of them, he webbed up the thugs; but Filthy Rich stood up and punched Spidey away.

Adam got back up and charged towards his foe, 'Rich wasn't prepared; the two of them clashed fell through the glass floor. On the way down, Spiderman was punching and kicking the crime boss; they both crashed through more glass, but before Filthy Rich hit the ground, Spidey caught him in a web net.

They both hanged from the ceiling, Adam lowered himself closer to 'Rich and stated, "Usually, I'd mutter something like, 'should we kiss now'. But I have a girlfriend, and I don't want to make her madder than she already is.

The police found them both hanging from the ceiling, they pointed their guns at Filthy Rich.

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

Two police officers walked Filthy Rich out to the police car, the crime boss hand his hands in cuffs behind his back.

Before they put him in, Spidey landed on top of the car. "Finally off to Rykers, I think you've got more enemies in there than me. And that's saying something."

'Rich was mad just looking at the menace, "If you think this proves anything."

"Sorry, Richy. Don't wanna keep your new play mates waiting. Have fun at super villain day-care."

Adam leaped up and swung away; Filthy Rich was yelling at the news reporters around him. "Idiots! I'm the one who kept those freaks behind bars. One month! In one month you'll wish you had me back!" The police then pushed him into the car and it drove off to Rykers.

Adam watched the police car drive away from a roof top, "The reign of Filthy Rich has finally come to an end. Maybe me and Fluttershy should take that vacation we've always talked about." Adam didn't say another word as he swung off home, another villain off the streets.

Day in the life of Spiderman

Spiderman swung home after the 'Rich takedown; he swung through the buildings and land on the side of his apartment. Adam crawled up the wall and in through his window, where he found Fluttershy sitting on a the couch, watching the news.

Spidey approached and took off his mask, "Good morning, my love." Adam greets since he didn't say it to her this morning.

She turned to him and smiled, "Adam, you know you don't have to lie to me about where you go. I've known about your 'day job' for two years." she explained.

Adam found her amazing, one of the things that was so great about her, she was so understanding. The boy picked her up I his arms; bridal style, and start on the couch with her in his arms. She giggled and stroked the back of his head, then pressed her lips against his. Adam truly felt like the luckiest guy in the multiverse.

However, the joy ended when Adam's phone vibrated; the boy took out his phone and looked at the screen, "They need me at the police station. Captain Shining Armour wants to talk to me." he explained.

"Oh, okay." Fluttershy said in disappointment.

Adam tried to make her fell better, "Hey, come on. You know I have a responsibility." The boy said as he wrapped his hands around her from behind, he kissed the side of her head.

"It just bugs me that I have to share you with the city; yes this world needs you, but I need you." She turned to face him while still in his arms. "One day you'll have to let some one else take over. I don't want to see you get hurt, more than you already do; or even killed."

Adam heard this before, it was when Venom attacked the city; he had sworn not to hang up the mask yet. But it was as she said, Spiderman could not last forever.

"I will think about our future, my love. When the time is right, I will never put the mask on again. You'll just have to wait." Adam explains.

"But for how long?" Fluttershy asks, with tears forming in her eyes.

Adam suddenly kissed her on the mouth, Fluttershy closed her eyes a kissed him back. When Adam pulled away, he muttered, "We'll get through this, together."

The couple hugged & kissed one last time before Spidey reapplied his mask and leaped out the window. He swung towards the police station, leaving Fluttershy worried for his safety, again.

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Adam landed on the police station's roof, Captain Shining walked onto the to meet with the wall-crawler. Adam started the conversation, "Since the force doesn't know you're working with me, what to tell people when you come up here?" he said with a joke in his tone.

"That I need a break from the rubbish excuses." the captain replied.

Spidey then remembered something he wanted to ask, "How's your wife, Cadence; I hear you two are expecting?"

"Yeah, me and Cadence didn't plan it, but were glad that this little one is coming along."

Adam shook Shining Armour's with congratulations, then asked. "So what's the latest in crime, no that Filthy Rich is behind bars?"

"These." Shining Armour pointed towards an software tower. "These things were put in by Rich Industries, they were supposed to help us detect crime around the area; we had one put on ever tall building in the city. We think Filthy Rich put a bug in them, so they wouldn't detect his crimes. But after Rich Industries was stormed, the towers shut down."

Spiderman leaped on top of the tower, "The must shut down if their controller can't use them from the inside of a prison cell."

"I was wondering if you could try and get them back online, this time to detect all crime." the captain explained.

Spiderman nodded his head, Shining Armour left him to it.

Adam used his phone to hack into the network, he unscrambled the signal; the tower started to shift and re-activate. As soon as the tower came back online, Spidey detected a crime happening not far away; a break in. Spiderman put his phone away and swung to the scene of the crime.

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As Spiderman landed on top of a lamp post at the scene of the crime, he noticed what the criminals were wearing; similar outfits the were worn by the men who worked for Bulls Eye and.... Taskmaster.

"Careful, the boss wants these loaded onto the back of the truck, not a t single scratch." the leading thug stated.

Adam watched what they were doing, a heist; robbing a warehouse of it's supplies. Once Spidey had gotten all the info he needed, he leaped down to put a stop to this crime.

One thug noticed the hero land behind them, "It's him, it's Spiderman."

"Time for you guys to learn some manners." Spidey stated before leaping at the criminal that called him out, he pounced on the thug and punched him out cold.

The rest of the gang surrounded him; there were six guys, two of them had base ball bats, one hand a machine gun. Adam started by shooting a web-line at the one with the gun, he pulled the gun out of his hand, then swung it around. It hit one of the unarmed men, right in the face, knocking him out. Spiderman then ran up to one with a bat, dodged a swing from him and punched him up into the air; Spidey then used his webs to pull the guy back down and he landed on top of two other men.

The last guy with a bat, swung his weapon at Adam; but his spider-sense warned him, and moved out of the way just in time. Then swung his leg around and kicked the thug in the stomach.

However, the criminal that had the gun was running away; but Adam just shot at him with a web-grenade. It detonated and stuck him to the wall.

When Adam's work was done, he got ready to split; until his phone rang.

"Nice to see you again, Spider."

"How long's it been? A whole year, since I last heard from you?" Adam replied.

"I just called to tell you, thanks. For the info I got from that fight. And to warn you that something is coming, something you're not ready for."

Spidey smirked and explained, "You claim to be a great enemy to me, but you haven't shown your face yet. If you were really as menacing as you sound, you'd come out and face me yourself."

"You'll get that experience in time, for now, good luck." the caller then hanged up, Adam just put his phone away and shook his head.

"That's why my mum taught me never to answer unknown callers." Adam stated before swinging away.

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

As Spiderman landed on a roof top, he got a call from Captain Shining Armour. "Go ahead, Cap." he answered.

"Spiderman, the rogue cops who were working for Filthy Rich, we just learned that one of them was never captured."

"Which one?" Adam asked. "They might have something planned. Maybe to spring 'Rich."

"His name's Winter Breeze; he was the team leader. None of the other men know where he went, they say he just vanished as they we being taken to Rykers." Shining Armour explained.

Spiderman thought for a minute, then said, "Don't worry Cap, I'll find him." With that, the two of them closed the line. Adam was about to put his phone away, when he picked up a crime alert; down town, some one attempted a break-in.

Spidey swung to the point of the beacon's origin, he landed on the roof of the apartment building, all he found there was police cars outside the building. Adam thought the cops could handle this, until he noticed something on the other roof top.

Adam swung over to investigate, he found an old camera on a tri-pod; next to the camera was a soda can, take-out boxes & an audio recorder. Someone had been having a little stake out, so Spiderman played the recording, hoping to get a clue to who was behind this.

The audio played, Adam recognised the voice, "Hey there, Spider. Miss me? It's you old pay buddy, the Talon."

"Octavia? What is she doing?" Spidey learned who the Talon was after he found out the Filthy Rich was the one who hired her to steal for him.

The recording continued, "You're probably wondering what I'm doing. Well, this family had a beautiful jewelled flower, I wanted it. So I took it."

"She's stealing again. I let her go last time, because she was being forced into this by 'Rich. Maybe that was a mistake." Adam mumbled to himself. "The scanner claimed it was an attempted break in, so nothing was stolen. But I should keep a look out for Octavia."

Spiderman was done here, and night was falling over the city; so he decided to swing home.

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Just as Adam landed on the roof of his apartment, he heard something behind him.

When Spidey turned to the direction of the noise, it was an explosion; and it was coming from.... "Rykers."

A police helicopter flew over Adam's head and was on a direct path to the prison. Spiderman shot a web-line onto the chopper and pulled himself to the side of it. Shining Armour was flying it, he noticed Spiderman crawling on the side.

"You've seen it too, huh?" the captain asked as he rolled down the window.

"I thought you said Rykers was secure?" Spidey asked.

"It was."

Spiderman held onto the side of the helicopter as it flew towards the prison, was this what Taskmaster talking about?

Prison Break

Spiderman, who was still stuck to the side of Shining Armours helicopter, watched as the supermax prison went up in flames. Prisoners could be seen rioting; raiding the armoury, attacking cop cars, and trying to break down the main gate.

"Spiderman." The captain stated. "I'm gonna drop you off at the front of the prison, you need to contain the break out, before this gets worse." Shining Armour lowered the chopper close to the ground, Adam leaped onto the dock; prisoners were already jumping the fence and make a run for the boats.

"What about the super-villain wing, is it still functional?" Spidey said into his com.

"I should be fine, it runs on a separate power grid for an occasion like this." the captain replied.

Adam then turned to the prisoners, "Then I'll start the clean up. And try out my new gadget." he stated, looking at his web-shooters. He set them to the new feature him and Twilight put in; it was a new special kind of Web-Grenade, one that could be used as a trap. Spidey called it, the Trip-Mine.

Before the prisoners could get in the boats, one of them noticed Spiderman standing at the edge of the dock; when he told the others, they wanted to tear him apart for putting them in here. As the convicts charged for the wall-crawler, Adam shot some of the Trip-Mines at the vans parked to the left. Once the prisoners tripped the blue beacon, the mine shot a thick web-line at each convict and dragged them to the van, trapping them in a web-net.

The one that dodged the mines, Adam had to beat down himself. Spidey slid under one of them, and kicked him in the back; the criminal went flying into the water. Another one pounced at Adam, but the hero spun around kicked him into another. The last one managed to get his hands on a pistol, he fired three shots at Spiderman; but he used his fast reflexes to dodge the bullets and punched him right in the nose, knocking him out cold.

Adam started to make his way into the prison, he had to contain the rest of the break out.

Spiderman swung into the prisons courtyard, he could see more escaped convicts attacking the officers, he could also see Shining Armour's helicopter in the sky.

The captain started talking to Adam over the com, "Spiderman, the prisoners have raided the armoury. That's means that some of the convicts are armed with rocket launchers."

Spidey replied, "Who's bright idea was it to keep rocket launchers in a prison?" When Adam hanged up, one of the rocket armed prisoners fired at him.

The rocket was coming right for Adam, but he leaped out of the way. Before the rocket could explode, Spiderman yanked it with his webs and threw it back at the convict. It caused the van he was standing on to explode, sending him flying in the air; but Adam caught him by his shirt and through him into a web-net.

While clearing the prison courtyard, Spidey picked up a radio call coming from somewhere in the prison. "Hello, this is Officer Warwick. I've got convicts knocking at my door; their trying to shut down the generator."

Adam could hear Shining Armour respond to the call for help, "This is Captain Shining Armour, I'm sending in someone to help."

Spiderman already knew what he need to do, so help web-zipped to the roof that the prisoners were trying to break in through. Once on the roof, Adam began punching the criminals away; each of them either fell of the roof into a web-trap, or were just knocked out.

Once the threat was out of the way, Adam webbed the door and pulled it open; Officer Warwick came sprinting out. "Thanks, Spiderman. I thought they were gonna get me."

"Can anyone hear me, they're attacking my car."

Spidey picked up the other transmission, he turned to see a police car driving through the courtyard; on top of the car was three convicts, trying to stop the vehicle.

Warwick turned to Spiderman and said, "I'll try and get the power working, you go help the warden."

Adam swung to the car after it crashed into one of the walls, Spidey used a web-line to pick up an object and threw it at the convicts. One guy was knocked down, so Spidey quickly covered him in webs. To stop the rest of them, Adam tried something else; he picked up and large bin, and smashed it on the ground. While the convicts were dazed, Spiderman trapped them in his webs.

Before Adam could celebrate, he got another call from Shining Armour, "Spiderman, one your left. Some prisoners are trying to steal a chopper." Adam turned around to see orange jumpsuited men climbing into a helicopter and taking off.

Spiderman swung up to the escaping chopper, he latched onto the side and pry the door off. "Hi, licence please?" he joked. When the convict flying the helicopter tried to punch Adam, the hero pulled him and the other two out of the chopper and threw them into a web-net. He leaped to the side of a tower and watch the helicopter crash into the courtyard.

"That about wraps things up." the boy stated.

"Not yet." Adam heard Shining Armour say over the com. "We got another problem. The power grid for the super-villain wing has finally gone out."

Adam leaped onto his helicopter as they flew to the other side of the jail, "That means the prisoners can get out."

They flew closer to the other building in the prison, Adam noticed a glowing blue man walking across the roof of the super-villain wing. This figure's hands glowed brighter and then...

"Look out!" Spiderman shouted as his spider-sense went off. But it was too late.

The glowing figure blasted a lightning bolt at the helicopter's rotors, causing it to go down.

Adam pried the doors off the chopper, pulled the captain out and tried to soften the crash. But the helicopter smashed through the prison's roof, no telling if Spiderman and Shining Armour were okay.

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Spiderman lowered both him, and the captain down to the ground; they stood in front of the wreck, only to be interrupted by something that flew past them.

Spiderman turned to see Zzzax smashed through a doorway, into a room full of cells. The electricity villain stated, "Welcome to the party! Just in time for the fireworks." he used his power to blast the power box, unlocking all the cells in the room. Once that was done, he flew through another door behind him.

"Looks like we made parole boys." One of the prisoners shouted.

Adam and the captain hid behind a wall, Spidey asked, "Why is Zzzax letting everyone out?"

Shining Armour explained, "I'll head to the main control room, and see how bad the damage is." he said as he pulled out his revolver and ran down a corridor.

Adam said, "And I'll go join the party."

Spiderman leaped into the room and was immediately noticed by the convicts; they charged for him, and Adam started punching and kicking them away.

One was using a pipe that he pried off the wall, but Adam upper-cuttered his chin and sent flying across the room. Two other we sorry they tried to attack Spiderman, cause the hero pulled a power box off the wall and through it at them, they were caught in an electrical current; which knocked them unconscious. The rest of them, it was a simple matter of beating them to the ground. The last one; Adam punched in the face, then threw him into the air and trapped him in webs.

Once all the convicts were down, Adam leaped up to the door Zzzax went through; using his strength, he pulled the door open. Once the door started to pull apart, the hero's spider-sense went off; he listened to it and jumped out of the way.

A chunk of concrete was thrown at the door, smashing it open. Adam looked up and saw another old foe smashing everything in his path.

"Oh. Hi Juggernaut." Spidey greeted.

Juggernaut picked up another chunk of the wall and threw it to the side, "We have a big surprise for you, Spiderman." he stated before he ran through the wall, smashing it in the process.

"Big surprise? What is he talking about?"

A used parkour to get over the chunks of the prison, he finally used a web-zip to pull himself into the next room. When he landed on the railing of a walkway, he got a call from the captain.

"Spiderman? How's it looking?"

Adam replied with, "Oh it's fine. I'm just trapped in a prison with every criminal I've put away for the last...."

He was cut off from the captain when a large metal claw grabbed him from behind.

Spider-Slayer held him up to his face and stated, "Wow, this is too good to be true."

Adam replied, "Alcester, can you hold? I was in the middle of a phone call, and it was business." Suddenly, there was an explosion which sent Spidey flying to the ground. When he looked up, he could see Spider-Slayer crawling away through the holes in the roof.

Adam got up and was reconnected to the captain. Shining Armour asked, "Spiderman? Are you okay? I lost you for a sec there."

Spidey explained, "Well; Zzzax, Juggernaut, and now Spider-Slayer are all out."

"We have to contain this, or they could escape to the mainland."

Adam then hanged up, he needed to keep making his way through the prison. As he followed a trail of destruction to a close door, his spider-sense suddenly went off.

He leaped to the ceiling before a bolt of electricity blasted through the door and hit him. Spidey dropped to the floor again and saw Zzzax hovering in the middle of the room. The villain muttered, "Come on, Spiderman. I thought this was a chase." he then flew to through the roof so Spidey leaped after him.

Zzzax flew around the prison, Spiderman was swinging after him. The villain was shouting this like, "You can't stop me, but I'm flattered you still trying." Suddenly, Zzzax stopped on top of one of the towers; Adam web-zipped towards him and knocked him onto his back.

"Time to end this." Adam muttered.

But before he could start punching Micro Chips, a purple blur flew closer to them and tackle Spiderman. The thing started carrying him into the air, the hero got a look at the flying creature to see was he was dealing with now.

"Dragon Man?"

"Long time, no see." the dragon replied. "We're going to have some much f...." but he was cut off when Adam webbing in his face and kicked him away.

"Sorry, no time to talk."

Spiderman continued to chase Zzzax through the prison. While he was swinging after him, Shining Armour contacted Adam.

"Captain, give me some good news." Spidey started with.

"Well, it looks like half of Ryker's population has escaped. Including Trixie; that makes five of your worst enemies that are now on the loose."

"Wow, for second there, I thought you were serious."

"I am serious. I have to go, some of them are heading to the city."

When the called ended, Spiderman followed Zzzax into a storage part of the prison; the villain used his power to throw container at Adam, but he dodged them and kicked the electrical creature in the chest. They both tumbled into the another room, but Zzzax regained his power and flew up to the roof; Adam ran up the wall to chase him.

The hero leaped out the hole that was made from a blast, he swung to another roof where Zzzax was waiting for him.

When Adam landed in front of the villain, Zzzax asked, "Have you noticed my speech has improved?"

"Yeah, now you can say things like, 'curse you, Spiderman' when I put you back in your cell."

The villain shook his head a smirked, "Not this time."

Suddenly, Dragon Man flew up to the roof they were on; he began to circle them, as Juggernaut leaped onto this rooftop as well. The wrecking ball man tried to crush Adam under his fist, but Spidey leaped out of the way and kick him in the face; when Dragon Man tried to pounce form the air, Spiderman grabbed him with a web and threw him into Juggernaut.

As those two went down, a helicopter flew by; the side door opened and Adam could see Trixie, already in her Mysterio suit. He raised her hands and blasted a beam of green energy, Adam dodged the blast, but saw it actually did damage.

"That was no illusion." Adam stated.

Trixie replied, "No more parlour tricks, Spiderman. Thanks to our employer, the great and power Mysterio is the mistress of real power." she then fired another blast, knocking Adam into the clutches of Spider-Slayer; who without Adam noticing, crawled onto the roof behind him.

Spidey broke free from the grasp and kick the mech villain away, Adam was now surrounded by some of his greatest enemies. Trixie stepped of the chopper and said something to the other villains, "Remember, boys. He said, not to kill him."

Adam stood up straight and said, "Good idea. In fact, we don't have to do this at all, if you don't want to."

Juggernaut stomped his foot on the ground and shouted, "We definently want to." he charged for the hero, as did the rest of the villains.

Spider-Slayer punched at Adam with his claw, Mysterio tried blasting him with her plasma beams, and Zzzax released volts of electricity at the wall-crawler. Adam punched some of the villains away, but Dragon Man grabbed him and they flew into the air; but Adam kicked him before the could get anywhere, they both fell to the floor again. But before Adam could keep fighting, he was blasted by a stun beam, from Spider-Slayer.

As the hero was on the floor, the villains just kicked him around; until Zzzax walked up and blasted him with five hundred volt of electricity.

"Ah!" Spiderman scream as the current went through his body.

As the group of evil people watched their enemy fall unconscious, the helicopter came back and picked them. Zzzax and Trixie got in the chopper, Juggernaut was hooked onto a harness, while Spider-Slayer used his thrusters to fly along side Dragon Man.

Before the helicopter lifted Juggernaut, he kicked Spiderman off the room and into the sea.

The villains then flew to their freedom, ready to cause destruction.

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

The Rainbooms rented a boat to go out and find Adam. Fluttershy was crying on Rainbow Dash's shoulder, fearing for her love's life. "It's okay, darling. We'll find him." Rarity said as she stroked Fluttershy's shoulder.

The sad girl replied, "I want to feel his arms around me. Oh, where is he?"

Twilight was driving the boat, while Sunset was using a spotlight to search the water.

When all seemed hopeless, Sunset Shimmer noticed something in the water; she pointed the light at the spot in the ocean, where someone was floating on a barrel. She called out, "There he is."

The Master Planner

The helicopter guiding the five villains was making it's landing on a helipad outside an old abandoned Sable base. Before the chopper landed, Juggernaut unhooked himself and landed with a bang on the pad. Dragon Man and Spider-Slayer landed next to the giant man; the helicopter landed behind them.

The door's slid open, Mysterio and Zzzax stepped off the chopper and onto to the helipad.

"What is this place?" Dragon Man asked, he then turned to Trixie. "And what did you mean by 'employer'? Do you know who brought us here?"

The illusionist turned to the dragon, she was about to reply; until the base's main door opened. A girl walked out of the base, a girl wearing a lab coat, had glasses and turquoise hair.

"Greetings, villains. My name is Juniper Montage, but you can call me, The Tinkerer." she looked down at the clip board she was holding, and began reading out the names of the villains that were supposed to be here. "Let's see; Dragon Man, Juggernaut, Mysterio, Spider-Slayer, & Zzzax. Yep, your all here; please follow me."

Juniper then turned and started to walk back inside the base; since they didn't know what else to do, the villains followed her into the abandoned Sable base.

Once inside, they were led into a room filled with monitors; on the back wall, was a large video screen monitor, bigger than the rest of them. The group of bad guys were stopped in the middle of the room; the large monitor was full of static, until a picture came onto the screen.

A shadow of a figure could be seen on the monitor, no one could make out who it is. The figure started explaining the reason for the villains being here.

"Greetings, conductors of evil. I am the Master Planner. I have brought you here for one purpose, to destroy that wall-crawling menace; Spiderman, once and for all." the villains were still a little confused, but the Master Planner continued. "You are all my ultimate weapon." they then all started complaining.

"Not a chance, shadow guy!" Juggernaut cried as his smashed his fist onto the ground, cracking it.

"I ain't no one's weapon, but my own." Spider-Slayer stated.

Mysterio's complaint sounded more controlled and sensible, "I do appreciate the early release from prison, but suppose I have my own plan."

"And I might have one too." Dragon Man interjected.

The Master Planner wasn't liking the responses he was getting, so he decided to give them the push they needed to reconsider. The shadowy figure started playing video clips he had taken from the news, they were all the times Spiderman had defeated these villains; the group stopped complaining, to watch the monitor.

Each news report played.

"It was chaos at Crystal Prep, as Spiderman defeats the electrical creature calling himself 'Zzzax'."

"The Juggernaut was supposed to be unstoppable, but it looks like Spiderman stopped him."

"Spiderman and his new partner, Spider-Girl have captured the safe burglar known as, Dragon Man."

When the clips stopped playing, the Master Planner continued, "Look what happened when you all worked alone. Defeated, sent to prison; that menace caged you like animals. My friends, we need each other." The group of villain's thought for a minute.

"Join me my friends, become the greatest threat Spiderman has ever faced. Become the Insidious Six." the screen figure was stopped when Mysterio float slightly into the air.

She pointed out, "For someone who thinks they're so smart, you should check your maths. There's only five of us here." Mysterio pointed to the group, she wasn't wrong, there was only five of them.

The Master Planner saw what she meant, then explained, "Of course, how could I forget the newest member of the super-villain world." A door under the monitor opened, out from it, stepped and man. He was wearing a blue winter coat, he had a sort of gas mask on his face, and his hands wearing technical gloves.

"This is my good friend, Winter Breeze. A cop gone rogue, who now calls himself, The Blizzard."

Juniper Montage steps forward and explains, "What he's wearing is my latest invention. A suit that'll let you survive in temperatures that would normally killed the human being. It also uses Nitro Oxide to great and beam of ice that can be fire from the gloves, freezing anything in his path."

Once the introduction was complete, Blizzard joined the group of villains in the centre of the room. The Master Planner explained, "Now my friends, we have work to do."

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

At the HQ, Adam was sleeping on one of the medical beds; when Zzzax electrocuted him, it was a miracle that he survived. Twilight had hooked him up to a life support machine, Fluttershy was sitting beside the bed, praying that he'll wake up.

Sunset walked into the room, with news of the city. "Well, escaped Ryker inmates have wasted no time getting even with the city." she grabbed a remote and turned on the news.

The reporter explained, "The convicts from Rykers have create outposts around the city, they've started taking over city blocks. In other news, we still have no word about the five escaped super-villains that are now loose in our city somewhere."

Sunset Shimmer then turned of the news and threw the remote to the ground, "We can't just sit here and do nothing." she then turned to Twilight. "You'll have to take over for Adam. Someone has to be Spiderman while he's out of action."

"Got it. I'll head out there and see how bad the damage is." Twilight replied.

The science girl left the medical bay to go change into her suit. All the girls left as well, all except for Fluttershy and Applejack.

The farm girl placed her hand on her friend's shoulder, "He'll be okay Sugarcube. He just needs to rest a little." AJ then gave the couple some alone time. Before she left, she said one more thing, "Come one, Adam. We need you."

Fluttershy was left alone with her boyfriend, unfortunately, she was more worried for him than ever. She wanted to let him rest, but she couldn't bring herself to leave him; so she kissed him on the forehead and sat in the arm chair next to him.

Fluttershy stroked his hand before saying, "Don't worry, my love. I promised I would never leave, I'm staying right here."

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

Twilight, now suited up, perches on the edge of a tall building. Before she swung out into the city, she contacted Shining Armour. Like many times before, she disguised her voice so he wouldn't recognise her.

"Captain, this is Spider-Girl. What's the situation in the city?"

Shining Armour replied with, "Well, you'll be glad to know that two of the villains have surfaced. Juggernaut's attacking the west station, and Zzzax is trapping officers in the east station. Head to either of them, their both in trouble."

Twilight hanged up the phone, then leaped off the building. She began swinging through the city streets, she decided to help the cops at the east station first, then head to the west station; they were just going to have to hold out on their own for a while.

When Twilight arrived, she saw Zzzax flying above the police station, he was absorbing power from the generators and creating a field of energy around the station. With the police trapped inside, Spider-Girl was on her own. She had to start by taking out those generators.

Three building had generators on top, they were guarded by Ryker convicts; Twilight saw that one was even being carried around on a harness, hanging from a helicopter.

"Okay, what would Adam do?" the hero muttered. "Well, normally he would say some strange joke like, 'How'd they even get generator hooked to that chopper?'." Twilight stopped stalling and started being a hero.

She leaped onto the first building, the convicts quickly noticed her; some were armed with machine guns and rocket launchers, they aimed them at her.

Spider-Girl sensed the coming threat, she leaped into the air, used her webs to grab the weapons and yank them out of the convicts' grip, then landed on top of one; knocking him out cold. The others charged at Twilight, three of them total; but Spider-Girl swung her leg around and kicked them down. She now had to deal with the generator; while rapidly firing web-pellets, the generator exploded, cutting off a small amount of Zzzax's power.

She did the same thing to the other two generators around the area, until it came down to the one hanging from the helicopter. A convict opened the side of the chopper, and aimed his rocket launcher at her.

Twilight sensed the danger, then leaped towards the helicopter. She kicked the pilot out of his seat, grabbed him by the ankle and web-netted him to the side of the building she was on. The man with the rocket launcher tried to punch at her, but she just shot him with an impact web.

Spider-Girl used the controls and unhooked the generator; without it hitting anything, it smashed on the ground. Zzzax's power was cut off.

When his power was gone, the field around the station faded away. Zzzax screamed with anger before flying away, Twilight was about to go after him, but then she remembered the west station.

Spider-Girl checked the police were okay before leaving, one cop said, "Were fine, Miss. Get to the west station; that juggernaut guy is tearing the street apart."

Twilight leaped into the air and swung away.

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

At the west station, Juggernaut threw a S.W.A.T van on top of a police car; the officers were pinned down.

Twilight showed up before anyone got hurt, but as she arrived, Juggernaut ran away; he punched another police car away before running down the street. So only the Ryker convicts were left.

Spider-Girl finished them quickly, one guy tried to punch her; but she backflipped and kicked him in the back. The ones he didn't smack into, started running away; but she used Impact-Webs to stick them to the street.

Once all the criminals were subdued, Shining Armour arrived at the station. Before Twilight could get away, the captain stopped her.

"Hey, Spider-Girl. Wait a second." she stopped and turned to her brother. "Where's Spiderman? Not that you couldn't do the job, but he hasn't been seen since the prison break. Is he okay?"

Twilight deepened her voice before replying, "Yes, he's fine. Just recovering from the fight he had to deal with when those five super-villains got out."

With that said, Twilight jumped high and then swung back towards HQ.

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

At the heroes' headquarters, Adam was starting to come out of it. He woke up to the sight of his beloved crying by his side; he stroked her hair to get her attention.

"Adam." she gasped. She pressed her lips against his while hugging him. When she pulled away, she explained, "The villains have started to surface, Twilight went out to stop them. She hasn't come back yet."

"Don't worry, sweetheart. I'm fully energised." he said sitting up on the bed. "I'm gonna find these five crazies and put a stop to this."

Before Adam put his mask on, he saw the TV playing the news.

"We've just gotten word that the two police stations have been saved, by the Spider-Girl. In other news, we've learned that the five escape super-villains are working together, with a sixth member." The news footage showed the five villains, along with their newest recruit. "A man freezing everything in site, who went by the name, the Blizzard."

Spiderman kissed Fluttershy goodbye, put his mask on and leaped out the window. Adam swung through the streets, looking for his first bad-guy to take down.

Through the Skies

It was looking to be a good day in Canterlot City; the only bad part about it, is that not five, but six super-villains are loose in the city. Spider-Girl took back some control last night, when she saved the two police stations, but the real battle has only just begun.

Spiderman stood on top of a tall building, looking over his city. As he stared down at the streets, a call came through on his communicator.

"Adam? What are you doing out in the field?" Twilight's voice asked. She was calling him from HQ; she'd seen he had gone. "Your supposed to be resting, you still have a few broken bones."

"Sorry, Twilight. But I'm needed in the city." he then remembered the report he saw early. "By the way, nice job with the police stations."

Adam then leaped off the roof top and plunged towards the ground, before impact, he shot a web-line swung through the buildings. The hero still had his super-hero partner talking in his ear, she explained something she heard from the police radio.

"A mysterious box was reported on top of a building down town. The police don't want to worry themselves, in case it turns out to be nothing. Do me and my brother a favour, and check it out."

"I'm on it." Adam replied. He got the coordinates and swung to the location.

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

When Spiderman landed on the roof, he saw the box; it looked like a military grade, portable computer. When he approached it, it opened into it's computer form; a logo appeared on the screen. It was a logo that Adam recognised from those thugs that tried to rob the warehouse two days ago.

Spidey pushed a button on the keyboard, "I don't have time for your games, Taskmaster." he explained, knowing that the creepy, stalker guy was listening.

The console was silent until, two words were muttered through the speakers. "Look up."

Adam's spider-sense went off, he leaped out of the way; a figure in a white cloak crashed into the console, holding a laser sword.

The figure turned around and looked at the wall-crawler. He muttered, "So, at last we meet."

Spiderman replied, "I don't know much, buddy. I always thought you'd be taller."

"After two long years, I can finally put what I've learnt to good use. Prepare to meet your maker."

With that, Taskmaster pounced at Adam; slashing at his with his sword. Spidey dodged the blow, and tried to punch him; but the villain dodged that attack and kicked Adam into the wall. When Adam got up, Taskmaster was gone.

Spiderman ran towards what remained of the console, but his spider-sense went off again; he turned to see the villain leaping towards him again. It was no use trying to dodge, cause this villain knew all his moves; but he tried anyway, then failed, Taskmaster tackled Spidey over and they both fell off the building.

While they were falling, Adam tried to fight back. He web-zipped to the villain and tried punching & kicking him, but Taskmaster was able to dodged the blows and push Adam down to the ground first.

When he impacted, Taskmaster leaped off him and held the tip of his sword to Adam's throat. The villain stated, "Do you yield?"

While his head was down, Spiderman thought about this. Taskmaster knew all his moves, so the only way to beat him is to use moves he doesn't know; so that's what Adam did.

Adam backflipped and fired a Taser-Web at Taskmaster; like the hero expected, he dodged it. But what the villain didn't know, was that Spidey webbed an object from around the area and kicked towards the villain. The object hit Taskmaster and knocked him over; Adam jumped at the chance and pounced at his enemy.

Spidey rapidly punched and kicked him in the face and stomach, until with one final upper-cut, Taskmaster went down.

Spiderman rapidly fired web-shots at him, to stick him to the road. Once he was subdued, the hero answered a question he's been asking for these last two years; who's behind that mask?

The moment of truth arrived, Adam reached down and pulled the villain's mask off. He got a real shock when he saw who it was...

"Sandalwood?!" The environmentalist at Canterlot High School, he was behind this the whole time. Adam didn't believe it, he didn't want to believe this was the guy who's been terrorising him for two years.

When the police arrived, the cut Sandalwood free from the webs. As they took him to the police car, he started to come around. "What? Where am I? How'd I get here, and into this costume?" he noticed he was in handcuffs and was being taken to a police car. "Wait, what's going on? Why are you arresting me?"

He noticed Spiderman behind him, "Spiderman, help! I'm clearly being framed."

Spidey thought for a sec, then looked down at the mask he was holding. While inspecting it, he noticed a mouth piece that opened; inside was a small microphone.

All of a sudden, the microphone started to project a voice.

"I see you captured my little scout. Don't worry, Spiderman; our game not finished yet. Sandalwood was just the recon scout, once me and you face each other for real, I'll have all I need to take you down."

When Adam looked inside the mask, he found a small device that looked like it would press against the forehead of whoever wore the mask; 'Mind-Control' he thought. He didn't want to say anything, in case he was wrong; so he let the police take Sandalwood to the police station to be questioned, Adam will get some answers .

He gave the mask to the police, to let them try and figure out what it meant; meanwhile, he still had the Insidious Six to worry about. So he jumped high and swung off into the city, looking for any member of this new criminal gang.

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

At HQ, Fluttershy was walking through the halls, thinking about things on her mind. As she walked, she didn't notice Rainbow Dash approaching her; the speedster stopped her in the hall way to talk.

"Fluttershy, can I ask you something?" Rainbow asked.

The shy girl replied, "Of course, Dashy. What is it?"

Rainbow never asked this question because it never really came up, but she's always wanted to know. "How did you find out Adam was Spiderman? Because we found out when Sunset used her mind powers on him, but how did you find out?"

Fluttershy remembered that night, she was there to witness the first villain Adam destroyed. She took Rainbow Dash the lounge, so they could talk about this. When they sat down, Fluttershy began the explanation.

"The night I found out Adam was Spiderman, was the night after you were attacked by someone. You thought that someone was Adam, but it was actually a creature; a vampire, named Morbius." Fluttershy could remember the evil in that monsters blood red eyes, the length of his teeth and claws. "He had kidnapped me, cause he wanted me to be his vampire bride. When Adam came to rescue me, Morbius out matched him; when he defeated Adam, he dragged him towards me and pulled of Adam's mask in front of me."

Rainbow interjected with, "So wait, there was a villain that was more powerful that Adam?" Although, now that she thought about it, there have been a few villains that were stronger than Spiderman.

"Yes, Morbius was a true evil man. He pretended to be my friend just to get close to me." Fluttershy then remembered how foolish she was when she fell for his boyish charms, at that point, she had no idea about his evil intentions. "Thinking back on it, I feel silly. Silly that I let him trick me like that."

Rainbow Dash placed her hand on her friend's shoulder, "Don't worry, Fluttershy. That guy can't hurt you anymore." The speedster then thought of another question. "Speaking of which, what ever happened to that guy? I mean, there was no report of his arrest."

Fluttershy then thought about the scariest part about that night, watching Morbius' destruction by the sunlight. "He was destroyed, the sunlight got him. Me and Adam both watched him turn into a cloud of ash."

"Then that means he's gone for good, no vampire is going to get you. Not as long as Quick-Silver's on the job." The rainbow haired girl said, referring to herself.

The two of them stood up and made their way to the control room, waiting for them there, were the rest of the Rainbooms. Sunset Shimmer was looking at the monitors to try and find any trace of the Insidious Six; however, no one had seen anyone of them since last night.

As they worked, the report about Taskmaster's supposed arrest came onto the TV. The reporter explained, "The person in handcuffs has been identified as Sandalwood. The police are assuming he is the mercenary who refers to him as Taskmaster. With another villain off the streets, the people still wonder; what are the police doing about those five escaped villains, and the new one who seems to have joined their rain of terror?"

"Sandalwood can't be Taskmaster." Applejack stated. "He's too nice, he's too much like Fluttershy; caring and all that. He must have been set up."

Rarity interjected, "All people can change. Just look at Micro Chips, or should I say that brute, Zzzax."

The girls didn't know what to think, the whole city was going crazy. All they could do was find away to help Spiderman, by looking through the city for the 'Six.

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

Adam kept swing for the rest of the day, he only had two more hours before the sun goes down. So he stopped on a roof top to rest.

While he perched on the edge of the roof, he looked down at the street; nothing was going on with the city. Maybe the 'Six decided to skip town, or decided to go into hiding out fear of going back to prison. All the hero could do was wait for a villain to show them self.

On cue, Adam's spider-sense went off; he could sense something. Some one inside the building he was on, was up to no good. He crawled down the side of the building, looking in through the windows, until he noticed someone who stood out.

"Work Hard, or should I say Dragon Man? What's he doing in there? What ever it is, I'll bet my webbing, it's no good." Spidey explained.

Spiderman watched Work Hard get into a lift, one that would take him to the basement levers of the building. So Adam climbed back to the top of the building, found the vent that would let him enter the elevator shaft. Spidey used his strength to pry the hatch off the vent, he then crawled through the building to get into the lift.

When Spiderman reached the lift shaft, he crawled down it. Until he found the elevator itself; he opened the emergency hatch and dropped into the lift. Once again using his strength, he pried the lift doors open, then made his way down the hall to fine Dragon Man.

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

Spiderman sneaked through the basement, he turned around a corner and saw Word Hard. He was now in his dragon costume, but with no wings. Adam noticed that there were large purple blades, placed in spaces built into the floor; Spidey wanted answers, so he confronted Dragon Man.

"You know, Work Hard. You've actually gone down as the weakest villain I've faced. I mean I caught you in less than one day." Spiderman mocked.

The dragon villain turned around to face his foe. "You know something, I think it's time I shut that mouth of yours, once and for all." Dragon Man then pushed a button on his belt; the blades that were scattered around the room started to shiver. They then flew into the air and positioned themselves behind Word Hard, in the shape of dragon wings.

The wings started flapping, lifting Dragon Man into the air. Before Spiderman could move out of the way, the villain swooped down and grabbed him; they both flew up through the building, crashing through all the floors. When the reached the roof, the dragon threw Adam to the roof top.

"Now, Spiderman. Shall we see if you can slay a true dragon?" Dragon Man stated.

Spidey got back on his feet, and started the fight with Dragon Man.

A blade from each of the dragon's wings disconnected and latched themselves onto Dragon Man's wings, with his two blades, he swipes at Spiderman. Adam dodges the attack and web-zips to the villain, punching and kicking him to the roof. When they both crashed, Word Hard bashed Spidey away; then flapped his wings to get back into the air.

"What am I paying you fools for? Get him!" Dragon Man cried. Suddenly, Rykers convicts, wearing Sable jet-packs and holding Sable blasters; they flew to the scene.

The convicts fired at Spiderman, he did his best to dodge the bullets; unfortunately, one shot struck his arm. "Ah!" he cried.

Dragon Man leaped at the opportunity to strike, show he charged at the hero, tackling him to the ground. Adam's arm was hurt, he had a dragon trying to claw his eyes out; the hero was in trouble. Until he slapped Dragon Man's claws away and backflip kicked him off.

With the dragon dazed, Adam plunged forward and punched and kicked him over and over. Work Hard bashed him away with his wings, and tried to throw the blades at him. Spiderman dodged the incoming threat, web-grabbed one of the blades and threw it back at him.

The impact of the blade knocked him off the roof, Spidey jumped down and saved him with a web-net. The convicts tried to help their boss, but Spiderman shot each of them wit Taser-Webs, the landed on the ground and were knocked out cold. Adam brought them all together and tied them in webs, he then went to check on Work Hard.

"You think your so tough, don't you, Spiderman?" Dragon Man was hanging upside down. "You think just because you got me, you'll have an advantage. Ha, that's laughable."

Spiderman grabbed the dragon by the nose and pushed him back, it made him swing back and forth. "One down." Adam muttered. "Five to go." With that said, and leaped into the air and swung away. The police soon arrived to find the dragon hanging by his heals and his men tied in a web.

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

Adam arrived at HQ, to find the girls waiting for him. Fluttershy saw him and ran her loved one; they wrapped their arms around each other, the girl said, "You're okay."

"I'm fine." he lied.

Fluttershy then noticed the bullet wound on his arm, she took a look at it, then gasped. "It's fine." Adam tried to explain. "It's just a scratch."

Twilight took him to the medical bay, to tend to his wound. The rest of the girls got back to work on finding the rest of the villains, they still had a lot of work to do.

In the med-bay, Twilight looked at the scratch, something from the scan caught her eye. "Adam, there was something in those bullets." she explained. Adam sat up and looked at the scan.

"Is it bad? Cause I feel...." he then started to feel dizzy. "I feel....fine." Adam passed out and fell to the floor. Fluttershy rushed to his side, trying to wake him up.

"Adam? Please, speak to me." she patted his face and spoke as loud as she could. "Please don't leave me. Adam?"

City of Destruction

Author's Note

Sorry this took so long, I've had a lot on my plate.

The story will have to be put on hold for a while. I know it already was, but this is making it official. Please keep reading, and this story will continue you soon.

City of Destruction

Adam walked out of the med-bay, with a cast around his arm. Fluttershy held onto him, she helped him into his chair; Twilight helped with his other arm. Once Spidey had sat down, Fluttershy sat in the chair next to him; Sunset walked over to the couple and asked, "How you doing, Adam?"

The hero replied, "I'm fine. Like I said before, just a scratch."

Twilight interjected, "It was not just a scratch, the bullet hit a vital vein. If you had left any longer, you would have lost feeling in your arm."

The rest of the Rainbooms were looking at their monitors, for any news reports of the villains. Throughout the entire city, no one had seen any sign of any other Insidious Six member.

Pinkie Pie moaned, "Uh! Why can't we do something more fun, like go out and fight bad guys?"

"Because, Pinkie." Applejack replied. "Adam's injured, Nova's out of town for a college course, you still don't know how to control your powers, which means Rainbow and Twilight are the only heroes available at the moment."

Pinkie just sat back in her chair and continued to moan, Rarity walked into the room and squealed like a little girl on Christmas morning.

"Fellow Rainbooms, I have been working on this for a while, but it's finished." She sat down at her desk and sent an image to the screen. "I was going through the records of the heroes Adam's worked with in the past. And I found this guy."

The image on the screen revealed a hero from the very first team of Avengers. Rarity loved the colours of his armour, the fact he was a man without powers, but could still be a hero.

"I have designed something similar for myself." Rarity then showed the blue-prints for a suit of armour that she designed herself. She had the design and plans made for it, but she needed a way to make it. "With this, I can help you in the field. Twilight, darling; would you take a look?"

"Sure Rarity. But I have to ask." Twilight said, looking back at the image on the screen. "Who is that?"

"His name's Iron Man." Adam stated.

The hero stood up and stared at the picture of his old friend, "He called himself, Iron Man. Me and him were one of the first members of the Avengers. Along with Thor, Hulk, Silver Surfer & Wolverine." Adam then swiped the image away. "Before the O.S.C took over the project, we called ourselves the Super-Hero Squad. We fought evil all over the world."

"What happened to him?" Rainbow asked.

"About four years ago, the original super-heroes went into hiding. Didn't want a life that would put them in danger anymore. I'm the only one out of them that's still going; no ones seen the others ever since."

Twilight then turned to Rarity and explained, "In our time of need, we could use all the help we can get. Let me take a look at the blue-prints and I'll see if I can put something together."

As Rarity and Twilight went to the lab, the alarm went off; villain has been spotted in the city. Sunset pulled the news footage onto the video screen, the streets were in chaos.

The news reporter explained the situation, "If you can see behind me, the city park has been completely taken over by this giant robot." the camera looked up to show the mechanical monster. "With no sign of Spiderman, the person driving the large machine, had this to say."

The news screen switched to a video feed, it showed Alcester Smythe in the inside the giant spider robot. "Spiderman, you have one hour to meet me here. If you refuse to fight, I will lay waste to this city and everyone in it."

The reporter then continued, "Most of the people have been evacuated, but some are being trapped by the debris or mini spider robots. The police are surprised as to why Spiderman is not here, but they are trying to fight through the robots."

As the team watched, Applejack wondered, "Where did he even get that giant robot?"

The camera was able to show a clear view of the robot, Adam recognised the logo that was on the side. "That's Sable tech, built into a Spider-Slayer." he stated. The rest of the team saw it to, Alcester was using old Sable machine parts to make an Ultimate Spider-Slayer.

Spidey couldn't just let Smythe do this so he put his mask back on, covered his mended arm with the suit's sleeve and glove, then made his way to the window. Before he could jump out, Fluttershy stopped him.

"Adam, your still injured, you can't go." Fluttershy explained. "What if you get hurt again, or worst?" Adam stepped down from the window and hugged her. "Why must you go?"

"Fluttershy, you know why. I have a responsibility."

"At least let me go with you, Adam." Rainbow interjected, she then turned to Pinkie Pie. "We might need your help to."

"Yes!" the party girl cheered.

Sunset walked over and explained, "If Pinkie's going with you, then she's gonna need something." she pushed a button on her remote, which opened and capsule where they keep the suits. Inside was a stretchy super-suit, one that Pinkie could use to conceal her identity.

Once everyone was suited up, they all made their way to the park. Sunset, Fluttershy and Applejack watched the situation on the news.

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

The police were pinned down by Rykers convicts and Smythe's robots, they couldn't make it into the park to rescue the trapped citizens.

Adam, Rainbow Dash & Pinkie Pie were just arriving when they saw the full size of the robot. "Wow, that thing is huge." Quicksilver stated. As the three of them looked up to see the machine, mini spider-slayers were crawling towards the heroes.

"Okay, I've got a plan." Spiderman said to his team. "Pinkie, take out the robots. Rainbow, super-speed the people out of there. I'm heading straight for Smythe." Rainbow Dash ran off into the park, Pinkie used her stretchy powers to make her fists grow.

"Cool." she said as she smashed a robot with her large rubber fist. "And from now on, call me; Ms Marvel." Adam heard her say that name of the communicator, it wasn't a bad idea.

Rainbow quickly grabbed each person that was still in the park, and rushed them to the ambulances waiting outside. As she ran, she could hear a little girl crying. The girl's mother was calling for help, her daughter was trapped under a fallen tree. The fast hero ran to the scene; she tried to lift the log off the girl, but it was too heavy.

Adam noticed Rainbow struggling to move the tree, he then spoke to her over the comm. "Rainbow, you have to faze the girl out from under the tree."

Rainbow replied, "What?!"

"If you vibrate your body at the exact frequency of the tree, then you can pass right it. But holding onto someone will make them faze to; that's when you pull her out from under the tree."

Quicksilver thought it was stupid, but she had to do something; the robot was getting closer to them. She closed her eyes and concentrated as much as she could, her hands started to vibrate. She grabbed hold of the girl and began to pull, when she opened her eyes, the girl was passing through the tree.

When the girl was free, Rainbow gave her to her mum and ran them both to the ambulance. Adam was proud of her, she had now mastered fazing.

Spiderman's attention was brought back to the giant spider robot tearing up the park. Adam swung to it's back, there he saw Smythe sitting in a glass control booth. "What's the matter Spiderman? Afraid of a little competition when is comes to spiders?" Suddenly, mini Spider-Slayer deployed from compartments.

Adam punched his way through the robots to get to the villain, but he couldn't get through the glass case. So he had to get creative.

Each robot that he punched down, he used his webs to pick them up and throw them at Smythe. Each robot that hit the glass, cause it to crack.

"Oh no you don't, Spiderman."

Alcester pushed a button, his little control booth disconnected from the robot and transformed into a mini-slayer. Adam had to get off the robot as it started to transform itself.

The robot converted into it's true form.

Spiderman had to stop this thing before it cause any more damage.

The hero was joined by his teammates, they were gonna need a miracle to pull this off. Adam used the lenses in his mask to scan the robot for any weaknesses, he found some. Mini fans in the leg joints, stopping them with webs would cause the mechanism the over heat.

Spidey ran across the park to reach one of the legs, he saw the first fan and started shooting it with webs; until it could spin any more.

Rainbow Dash and Pinkie had other ways of stopping them; Rainbow super-speeded up the legs and punched right through the fan. And Pinkie Pie used her power to punch through other fans.

The robots legs began to give away, that's when it started shooting missiles out it's head. However, Spiderman had a way to use that.

"Pinkie, open that things mouth." Ms Marvel did as instructed and pulled the robot's mouth piece open. The missiles were designed to seek out Spiderman, so he jumped in front of the mouth. When one of the missiles came for him, he leaped out of the way and kick the missiles into the mouth.

The Ultimate Spider-Slayer was blowing up from the inside, not enough to take the city with it, but enough so the robot would shut down.

Once the threat had been dealt with, Adam now had to stop Smythe.

"Go, Spiderman. We'll take care of the mess here." Rainbow explained. With that, Adam swung after the spider-slayer that flew away.

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

Adam swung through Canterlot’s streets, he used his visor to follow the trail of Smythe’s robot. The robots power source was unique, so it left a trail that could easily be tracked.

Spidey was following the trail when he received a call on his communicator from Rainbow Dash; she wanted to inform him that the park had been secured, “Adam, the people are safe, me and ‘Ms Marvel’ are heading back to base.”

The web-slinger stopped on a rooftop to answer her, “Understood; and call Captain Shining Armour, tell him to have a cell waiting for me. I’m bringing Smythe in.”

When the call ended, Adam went back to swinging through the city streets.

All was going well, until something came flying at the hero, out of nowhere; it bashed into him and he crashed into a roof green house. When Adam got up, he saw three of Smythe’s Spider-Slayer robots hovering above him.

Their controller could be heard through a speaker imbedded in the chest of the robots, “Greeting Spiderman, it is I, your intellectual superior. I have ordered these robots to lead you to my lair, follow them, you and me will decide who is the better spider.”

With that said, the robots flew off, Adam leapt after them.

Spiderman followed the Spider-Slayers to a warehouse on the docks, it was night by the time they got there; surprisingly, it was the same warehouse Smythe used as a base the first time Adam captured him. The three drones landed in front of the large door and waited for it to be opened; Spidey landed behind them, he followed them through the large door.

When the four of them went inside, it was all dark; no lights, no power, the whole building seemed deserted. Spiderman’s head was spinning; was this a trap?

A spotlight suddenly appeared above Adam, “Where are you Smythe?” the hero demanded to know.

Another light came on, and Spidey saw someone he didn’t expect to find here; Talon was lying on a table, she was strapped down like she was in a Frankenstein lab. More lights came on, she was over and rectangular shaped chemical container; inside the container, was a bubbling mixer of green ooze.

“Hey, Spidey; long time no see.”

Adam replied, “Hello, Talon.”

Adam ran over to her and made sure she was okay; however, when he got closer, a machine that was above her activated.

Suddenly, the joints holding her up began lowering her down into the vat; she was pretty high up, so it would be some time before she was be submerged in the mixture. But from above, tiny spider robots dropped to the floor; a voice could be heard from behind Adam.

“Welcome, Spiderman, to what seems to be the end of the Talon and you.” The voice said.

The whole warehouse lit up with light, Spidey turned around and was startled by what he saw; it was Smythe, but he was different, very different.

“Alcester Smythe, what have you done to yourself?” Adam asked.

The villain walked closer to his enemy and explained, “I’m not completely insane, Spiderman; the chemicals Talon is be lowered in, I tested it on myself.”

Talon looked over to them, “So these chemicals will make me like you?”

“Precisely, my dear.”

Spiderman had to stop this; he turned to the little robots and charge towards them, however the mounts on Smythe’s back fired lasers and blocked his path. Adam leaped over the robots and ran towards the vat of chemicals.

However, a robot fired a toe cable and pulled Adam back to Smythe, who delivered a powerful punch to Adam’s jaw. The robots surrounded the two spiders, they prepared to go head to head in a powerful fight.

Adam started by shooting him with web pellets, but Smythe leaped over them and started punched Spiderman away; he tried to fight back, but the ‘slayer was too strong. Spidey tried punching back, but Smythe lifted him up and threw him into the ground; Adam swore he heard something crack.

When Adam got back up, Smythe moved away and let his robots have some of the action; the spider robots raced towards the wall crawler. Adam fought them off, smashing them and throwing them across the room; Smythe watched from the side line, he then turned and watched Talon, she didn’t have long left.

“Spiderman, help!” she screamed, she could feel the heat from the chemicals.

Adam looked over, she was getting lower; Adam smashed the last robot and ran towards the vat. Before he could reach it, Smythe smashed into him and sent him across the room.

Spiderman had once chance to save Talon and defeat Smythe; he used his agility to jump over the Spider-Slayer and kicked him in the back of the head, it pushed Adam along and he landed on the mechanism lowering Talon down. Spidey crawled down to her and ripped the straps off her, she stood up and they both leaped off the table’ just as it was being submerged in the ooze.

When they both saw the opening, Adam hoisted Talon in the air and she leaped towards Smythe; Talon kicked him in the face, Spiderman delivered and kicked to his stomach. They both finished the job by upper cutting him in the jaw, knocking him out cold.

Talon looked down at the unconscious villain, she was admiring her work, “Not back for a man who dresses like a sticky insect.” She said to Spidey.

Adam approached her, “Spiders aren’t insects, you know that.”

“You are interesting.” She went to lift up the bottom of his mask. “Now, share a kiss with your partner in crime fighting.”

However, Adam stopped her before she lift up the mask, “No, I can’t.” he moved her hands away and stepped back. “I’m sorry, Octavia; I’m with someone else.”

“Really, the Spectacular Spiderman has a significant other.” She stated. She began to walk towards the warehouse door; before she left, she turned back to Adam. “Thanks for the save, let’s do it again sometime.” She ran out the door and grapple-hooked to a rooftop.

“I think she likes me.” Adam stated. He then slapped himself, and muttered, “No you wally, you’re with Fluttershy.”

Spiderman picked up Smythe and threw over his shoulder, it took some strength, but Adam managed to swing him to the police station.

At the station, Shining Armour had got the message, he had prepared a cell for Smythe. Spiderman carried him over to the cell, once there, he took him off his shoulder a laid him down on the cell bed.

The captain walked over and was surprised at what he saw, “Just when I think this city can’t get any weirder; what did he do to himself?”

“It’s complicated.” Adam replied.

Spiderman was about to leave, when he saw Sandalwood sitting in one of the other cells; Adam walked over to him and made sure he was okay.

“How are you holding up?” the hero asked.

Sandalwood stood up and replied, “When I woke up with you standing over me, I thought you had just rescued me. I didn’t know I was going to get cuffed, and thrown in jail.”

“I’m working the case, I will find out who framed you.” With that said, Sandalwood turned away and Adam left the station.

He was heading home for the night he needed some sleep.

Danger, High Voltage

Author's Note

If you haven't seen, more has been added to the previous chapter.

Might want to read that before carrying on with the story.

Danger, High Voltage

Adam arrived home, he crawled through the window and into the living room; however, Fluttershy was nowhere to be found. The hero found his beloved already asleep in bed, she had been brought home by a friend and was fast asleep in their king-sized bed.

Spidey was pretty tired form today’s fights; he didn’t want to wake his girlfriend, so he did the gentlemanly thing and rested on the couch.

He removed his mask and attempted to fall asleep, however, before he could dose off, an alert came up on his phone. He took his phone out and checked the alert, “A power plant is shutting down, apparently all the energy is being drained from the system.”

Adam thought about it for a sec, “Zzzax.” He muttered. Adam grabbed his mask and ran back to the window; before he could shoot off, he heard someone behind him.

Fluttershy had woken up and was standing in the door frame of their bedroom, “Adam, when did you get back? And where are you going now?”

“Sweetheart, go back to sleep, I’ll be home by morning.” The hero said.

Just as he was about to jump, he felt her warm hand on his shoulder; “Can’t the police handle whatever’s out there, when are we actually going to be a couple, instead of co-workers?”

Adam turned to her and caressed her face, “My love, you know about my responsibility…”

“Oh Adam, that’s always your excuse.” She said. “You always say that whenever we talk about this, you shouldn’t have to bare this burden alone; would the world come to an end if Spiderman took one stupid night off?”

Adam said the exact same thing once, but the moment he said it, something terrible happened; he was surprised it didn’t happen again.

Suddenly, the city lights went dark; Adam and Fluttershy turned to the window, the whole city was blacking out. Adam muttered, “Zzzax, he’s draining the entire city’s power.” He turned to his girlfriend and tried to reason with her.

“Please, Fluttershy; I have to go.”

The shy girl sighed, “Okay, just be careful, I’m begging you.”

Adam hugged her in his arms, he then jumped out the window and swung through the no longer lit up streets.

Fluttershy watched him swing away, she cried a little; this wasn’t what she was expecting when she thought of finally getting a boyfriend.

By the time Adam made it outside the city, the sun was starting to come up; the beginning of a new day. It wasn’t easy getting out here, he had to swing from the buildings and land on a truck that would take him to near the power plants location; there, he could swing on the trees.

Spiderman sniffed a bit before saying, “What’s that smell?” he summersaulted in the air and latched a web onto another tree, “Oh right, fresh air; don’t get much of that in the cities these days.”

He landed on a cliff that over looked the power plant, “However, I do feel bad; making Fluttershy worry about me like this.” Adam jumped down and arrived at a dock that led into the plant. “I never thought I’d say this, but I think I miss the days where people didn’t know I’m Spiderman; they won’t have to worry about me that much.”

He wandered around the courtyard of the plant, “Okay, got to focus; the human glow stick should be around here somewhere.” As he reached the centre of the courtyard, the energy from the surrounding generators before blasting energy in front of him’ “And I just found.”

Zzzax appeared in the air, hovering just above Spiderman; he muttered, “Well, well, well , if it isn’t the Spectacular Spiderman. I was wandering when you’d find me.”

Spidey noticed a vest-like device Zzzax was wearing, it’s like it was feeding him the power from the generators.

“Like my new toy, web-head.” Zzzax stated. “What’d you think’ll happen if I use it?”

“Uh, interests’ rates go down.” Adam joked.

Zzzax groaned, “Keep laughing, punk; cause it’ll be your last.” He flew higher into the air, more electricity was drawn to his body, “Already I can feel the power flowing through me; and once I have enough, all those fools will pay for humiliating me.”

When he’d finished explaining his evil plan, Zzzax flew off into the power plant; Adam simply mumbled, “Can an electricity creature really hold a grudge for that long?”

Adam then swung after him, through the plant’s main doors; leading them both into the corridors.

The halls seemed like they would go one forever, Spiderman followed the trail of destruction; it led him to a large room. It was a hydro-generator room, four pipes were lead through the wall and were releasing water into the pool below.

When Adam looked up, he saw Zzzax floating above in the air, in the distance.

The villain noticed three power plant workers that were trapped on the platforms around the room; he decided to give the wall crawler a little distraction. Using his powers, he blasted the main generator with an electrical pulse; the flood gates closed and the water below them started rising.

To add to the peril, Zzzax fired another blast at the ceiling; knocked three large cable ends into the water. Now, three men were trapped in a room with a pool of electrified water rising towards them; Zzzax flew off, but Spidey had to save the workers.

Spiderman leaped from his platform and swung towards one of the workers, he scooped him up and carried him back to where Adam was; once he was safe, he went back for the others.

The second worker, who was standing on the lowest platform, was using a computer to try and shut down the water system; Spidey landed behind him and explained that they needed to go, but the worker refused. “I can’t leave now Spiderman, this generator is my life’s work. If I leave now, it’ll be destroyed.”

Adam wasn’t going to take no for an answer, the water was about to reach the platform; Spidey picked him up against his will and swung him to his co-worker. The man struggled, but he couldn’t do anything now; the water short-circuited the console, the device was fried.

“No!” the worker cried. Spiderman put him next to the other worker, he was crying, his life’s work was gone.

Spiderman still had one worker to save, and this one had to be fast; Adam’s spider-sense went off, the platform the final worker was standing on was about to give away and fall into the electrified water.

Adam leaped into the air and swung towards the man in trouble; suddenly, the platform broke and fell, the worker was seconds away from the end. Until…

Spidey snatched him just before he hit the water, the hero brought him to his co-workers, and they made sure he was alright.

Just before Spiderman could swing after Zzzax, the worker that refused to be saved shouted something, “My life’s work is gone, and it’s your fault, Spiderman. You will rue this day, ‘hero’.” He then ran down the corridor.

One of the other workers said, “Don’t worry about him, he’s touchy about these things. We’ll make sure he gets out.” The man helped his fellow engineer up and they both made their way to the exit.

Spiderman now had to get after the reason he came here.

While walking down the hall, Adam could hear something coming from the next room; a voice he recognised all too well.

“Oh yeah, that’s the stuff….”

Spidey walked into the room and saw Zzzax hovering over a platform in the centre of the room and feeding off the power of the surrounding generators.

“Give it to me, give it all to me.”

Spiderman said to him, “Ew! Do you and your generator want to be alone?”

Zzzax had turned the generators into his own personal recharge stations, he turned to the wall crawler; “Now, let’s get this party started.”

Zzzax started the fight by trying to hit Spidey, but the hero dodged and kicked him away. Zzzax was confused on how he was able to hit him without getting shocked. “How?”

“I learned from our last encounter, sparky. My suit has a rubber layer on it.”

With that out of the way, the fight continued.

The villain drained more power from the generators, allowing him to electrify the floor; luckily, Adam jumped out of the way and web-zipped to Zzzax. The hero was able to deliver a few punches and kicks; before Zzzax was able to recharge and blast him away.

Zzzax tried once again to punch Adam with his electrified fists, but Spidey was able to dodged the blows and punch him back; at one point, he kicked hit it to the railing of the platform. The villain flew to the centre of the platform, he channelled the power into his hands and released a strong beam of heated energy; he moved the beam, trying to get Adam with it, but it was draining his strength.

When Zzzax landed on the floor to rest, Adam saw the opening and web-zipped to him; delivering punches and kicks broke Zzzax’s concentration, he could now only drain one generator at a time.

So he used his power to teleport over one of the generators, Adam saw his trick and web-zipped over to him before he could refill his power. Spidey delivered a power kick which sent Zzzax tumbling back to the centre of the platform.

Adam landed in front of him, “Now, you ready to go back to prison, Micro Chips?”

“I thought I made it perfectly clear.” He replied. “I am Zzzax!” the villain teleported into the air, he was ready to make his way out through the second door. “You think you’re tough for beating me, but these are just a few of the generators in this power plant. And the more of them I drain, the stronger I become.”

Zzzax then flew down the corridor, Adam saw the only option was to follow him.

Fluttershy was just waking up, the sun was shining through her window; but she didn’t feel like getting up today, too much to worry about. She sighed and laid there, waiting for this day to just role past.

“Fluttershy, rise and shine, I made pancakes.”

She heard the voice coming from the kitchen, he knew that was more than any other; the voice of her beloved boyfriend. Fluttershy got out of bed and walked into the living room, she could smell the pancakes from the kitchen on the other end of the room.

And there, she saw Adam cooking, he was wearing an apron and was working kitchen magic. Fluttershy walked over to kiss him, she felt more relaxed than before; as the two met in a kind hearted kiss, the food was ready.

They sat down together and enjoyed the food, until Fluttershy heard a knock at the door; Adam stood up to answer it, and then….

Someone wearing a black cloak crashed through the door and got into a fist brawl with Adam; Fluttershy ducked behind the couch, and watched the two of them fight. She wanted to help, but what could she do?

When Adam finally managed to get a punch in, the figures hood fell off his head; both Adam and Fluttershy gasped when they saw the identity of the attacker. It was Spiderman.

Spiderman was attacking them, in a demonic voice, the web-slinger said, “You’re mine Adam, you will be mine, forever.” Suddenly, Spiderman’s cloak acted like a living slime, it rapped itself around Adam’s arms and began pulling him out the door.

The door frame had turned into what like a black abyss, Spiderman was pulling Adam towards it.

Fluttershy tried to save her love, but it was too late; Adam was pulled into the darkness. When that happened, Fluttershy woke up.

She was lying in bed, Adam was not here, it was all a bad dream. She sat up in bed and mumbled to herself, “Oh Adam, I don’t know how much longer I can live like this.”

Adam searched for a while, but he couldn’t find where Zzzax had gone to, until he heard noises coming from outside; he found a door that lead him outside the plant, into a courtyard where the kept more generators.

There, he found Zzzax feeding of their power; it might have been the distance he was at, but Adam swore that Zzzax looked like he was getting bigger.

“Ah, Spiderman; you found me?” the villain charged up his power and generated energy in his hands, “Ready for round two?” With that said, the hero and the villain began their second brawl.

Spiderman kicked things off by shooting web pellets at him, but they burned to dust the minute they came into contact with his body; Adam had to think of an alternative. Zzzax flew to the ground and slammed into the stone floor, a small wave of electricity was surged through the ground, Adam leaped out of the way.

Zzzax stayed where he was, resting; so Adam web-zipped to him to start punching and kicking him. After landing a few hits, Zzzax regained his power and blasted Adam away, the villain flew into the air again.

Adam moved around the area, he saw Zzzax hovering above one of the generators; he was draining it of its power and refuelling his energy.

Spidey web-zipped and kicked him out of the field, he flew around the yard, really mad. “That’s it Spiderman, if you want to finish this fight, meet me at the dam. There, we’ll finish this.” Zzzax flew through a door on the other side of the yard, smashing it open.

Spiderman swung on his webs and went after him.

While swinging through the power plant, he landed in another room full of generators; he was looking around, the machines were overloading and electrical energy was all around.

Adam looked over to the platform on the far side of the room, he saw someone messing with the computer console.

Spidey swung over and gave the worker a bit of a fright; Adam recognised this man. “Hey, it’s you.” It was one of the workers he saved, the one that didn’t want to be saved. “What are you doing here?”

The worker replied, “I’m not letting my life’s work go up in flames, I might be able to save my research.” Adam wasn’t on board with this, he needed to get this guy out of here.

When Adam tried to get him to stop, the worker fought back; he pulled a gun from his pocket and pointed it at the hero, “Stay back, I mean it.”

“I’m staying right here.” Adam replied.

Without warning, the machines began exploding like landmines; the platform they were standing on was about to fall. Before they could both fall to their ends, Spiderman jumped into the air and shot a web line onto the worker’s back, pulling him towards the exit.

Adam landed at the exit door, with the worker by his side; once again, he had lost his life’s work. “Why Spiderman, why do you insist on destroying everything I’ve built?”

Spidey replied, “I had a choice, to save your work or you; I chose you.”

Just before Adam could swing off, the worker stopped him, “Wait, if you’re going up against that crazy thing, you’ll need this.” He hands Spiderman a small black box, he explained, “It opens up into a rubber insolation suit; the person is locked inside until the release button is pushed.”

Adam took the suit and the button that releases it, “This is what I’ve been working on all my life, that’s just a prototype. But you can use it to cut off Zzzax’s power, ceiling him inside a rubber suit.”

“Thanks.” Adam replied. Spiderman then swung through the generator room, avoiding the electricity and making it out the other door; it now time for him to confront Zzzax.

Spiderman swung outside again, he landed on a balcony that over looked the dam; and on the far side of the gorge, Zzzax was draining power from the last generators. However, he had grown some more; three times his natural size.

The villain turned to the hero and stated, “Well, well; the Spectacular Spiderman has arrived.” He hovered closer to the balcony, “You ready to finish this?”

Adam simply replied, “Bring it on, Sparky.”

The two of them leaped at each other and the fight began, Spidey punching his face as they both flew towards the dam; Zzzax trying to get a punch in, but had no luck.

They both landed on top of the dam wall, there, they finished their conflict.

Adam shot web pellets at him, burn they burnt to ash like before; so Spiderman jumped forward and tried to punch him down. Zzzax charged his energy and blasted the hero back; he hover in the air and muttered, “Any last request?”

Spiderman replied, “Yeah, that outfit is not you, try this.” Adam then threw the insolation suit onto Zzzax, the liquid rubber cover his entire body.

With no power getting to him, he couldn’t keep his height; Zzzax shrunk back down to his normal size, making it easy to beat him down. Adam unleashed his fury by punching and kicking Zzzax; with one final blow to the face, the fell was knocked out cold.

Spiderman’s work was done, he radioed Shining Armour and gave him the news; “Captain, send a car for Zzzax, he’ll be waiting for you outside the Everfree Power Plant.”

“Sure thing, it’s on its way.”

Adam lifted Zzzax over his shoulder and swung him back to the entrance.

The police man in the car could see Zzzax, still wearing the rubber suit and webbed to a lamppost. Stuck to his chest, was a note from the web-slinger. The workers from the plant were also there, waiting to be taken to the station for statements.

“Zzzax needs his batteries changed, courtesy of your friendly neighbourhood Spiderman.” The cop read.

Spiderman had already left for the city, his work wasn’t done yet.

Destruction Yard

Deep within the lair of the great Master Planner, Jupiter Montage wandered into the room full of monitors. She turned to the large one on the wall, she explained to her master what was happening.

“Bad news, sir; it seems Zzzax has failed to drain the city of its power, and now he’s back in police custody.” She said.

The static image of a shadow appeared on the screen, the Master Planner replied, “Spiderman.”

Jupiter continued, “Yeah, the situation is grim sir, should we move to phase two now?”

“No, I want it to be the perfect time, and I want her to come willingly.” The Master Planner looked over to the door on the far side of the room, “Bring in the next subject.”

‘Montage pushed a button on her tablet, the far side door opened; revealing the biggest villain yet to come. Juggernaut marched into the room, he cracked his knuckles and stepped in front of the monitor.

“What’s my job?”

The Master Planner explained, “Go Mr Biceps, cause your famous destruction; but do it somewhere you won’t attract too much attention.” Juggernaut smiled when he got his task.

The Tinkerer showed the villain an image of an old construction yard that was in the middle of the city, no one uses it anymore, and no one will seem suspicious about crashes and explosions coming from there.

“You got it, boss; and if the spider should show up, I’ll squash him under my boots.”

Juggernaut then marched to the door, leaving Jupiter Montage with her master; he then gave her a task to do. “Contact Silver Sable.” He ordered.

‘Montage replied, “But, she’s in prison. And why would we call her.”

“She escaped along with half of Rykers’ inmates, she can help in the distraction.” The Master Planner then put something on the screen, it was a wanted poster and it had a bounty on Juggernaut’s head. “She will stop at nothing to get the bounty on Juggernaut; if he takes her out, who cares? If she takes him in; not my problem.”

Tinkerer was concerned about this, her master continued, “The point is, the two of them fighting will distract Spiderman. Now contact Silver Sable.”

Jupiter’ left the room, and carried out her orders.

When Adam got home, he fell onto the couch; Fluttershy walked out of the bedroom to greet him. “Hi, sweetie; how’ve you been?”

Adam removed his mask and replied, “I think I need a nap, a long one.”

The hero got up and made his way to the bedroom, “I can’t believe I haven’t properly slept since the Filthy Rich take down, I need to start taking better care of myself.”

“Yes, you should.” Fluttershy replied.

Adam landed face first on the bed, he was about to fall asleep, but Fluttershy got his attention. “Adam, I’m… I’m….”

Spidey turned to her and wanted to hear what she had to say, “You’re what?”

“I’m leaving.” She muttered.

Adam replied, “What? What do you mean you’re leaving?”

Fluttershy sat down on the bed, Adam sat next to her and she explained, “If I’m being honest, I never thought I’d get a boyfriend; I was always to too shy or too afraid to ask anyone out. But then I met you.” She smiled at him, remembering all the memories they’ve made. “But now I think you care more about being Spiderman then me.”

Spiderman stood up and replied, “I can’t believe you would say that; do you really think I’ve stopped caring about you.”

“No. It’s just, I think we should spend some time apart. At least until the rest of those villains are locked back up.” Fluttershy walked over to him and said, “I’ll call Rainbow Dash, see if she’ll let me stay at her apartment. I guess I’ll start packing.”

Adam walked out of the bedroom and over to the window, “Okay, fine.” Adam started talking sarcastically, “I’d like to place an order; six super-villains beating me up, and side order of getting dumped please.”

Before Fluttershy could say anything back, Spiderman reapplied his mask and leaped out the window; Fluttershy watched him swing away through the buildings.

“I love you, Adam.” She muttered.

Spiderman swung to the top of one of the tallest buildings in the city, he looked over Canterlot and muttered to himself, “Okay, great, perfect, wonderful. I’ve lost the one thing I came here for.”

Suddenly, a loud crash from a construction site below him caught his attention.

“Finally, a little something to take my mind of my troubles.” He said before leaping to the ground.

Adam landed on a high up support beam, looked down at the wide sand pit in the middle of the sight; there, he saw the cause of the crash. Juggernaut was picking up construction vehicles and throwing them across the site.

“Juggernaut, I’ve wanting to get this big oath off the streets.”

Spidey leaped down and fired a web pellet to get the villain’s attention, Juggernaut turned to Spiderman and said, “I knew you’d come out if I caused some chaos, now I get the chance to crush myself.”

Before the hero and the villain could charge at each other, something from above started shooting at them. A machine gun blast cutting a line between the two of them, causing them both to duck for cover.

Adam looked up and saw three or four helicopters circling the air above the construction site; one of the choppers opened its side door and revealed the owners.

“All units, we have eyes on the Juggernaut.” Silver Sable stated.

Adam saw her and said, “Sable, she must have escaped the prison on the day the six super-creeps got out. But why’s she after Juggernaut?” Adam used the tech Twilight made for him, he tapped into the radio feed.

Spidey could hear Sable, “The bounty on Juggernaut’s head will help us a lot, we’ll be able to buy back our tech and weaponry.”

“So Juggernaut has a bounty on his head, Sable’s trying to use Juggernaut to buy her empire back. I need to make this quick, and throw them both back in jail.” Adam muttered to himself. Spidey looked over to see where Juggernaut was hiding, a small device could be seen on the side of his helmet, “That must be how Sable is tracking the big guy.”

Adam shot a web line at the device and threw it far away, to the other side of the construction site.

Sable looked at her computer, “All units, Juggernaut is moving east, really fast.” Her helicopter flew away and the others followed it.

Spiderman leaped out of his hiding spot and confronted the villain, “Great, now it’s just me and him.” But when Juggernaut stood up, Adam noticed and remembered how big he was compared to him. “Great, now it’s just me and him.” He said in a more scared tone.

Juggernaut ran across the area and crashed into the chunk of debris Adam was standing on, sending him flying in the air; he landed on the sandy ground.

The large man turned around and charged at Spiderman again, but this time, the boy’s spider-sense warned him; Adam leaped of the way and allowed Juggernaut to crash into support beam. With the villain dazed for a sec, Spidey leaped towards him to start punching and kicking him; as a finisher, Spidey lift the giant over his head and slammed him down on the ground.

However, it wasn’t enough to stop him; Juggernaut picked up Adam and said, “Next, Canterlot for a smashing.” He then threw Adam across the construction site; the boy braised for impact, before hitting the concrete wall and falling to the ground.

Adam got back up, but as he did, he saw Sable’s helicopters coming back; one of them opened up and revealed Silver Sable.

“Spiderman, Juggernaut’s bounty will help me rebuild what I lost; but the bounty on your head will let me build something new as well, like a cemetery for all of my fallen enemies.” He ordered some of her men to march towards the hero, “And I know just who its first resident should be.”

Sable’s chopper flew away, they still had to find Juggernaut; leaving Adam surrounded by Sable Agents.

“Not good.” He muttered.

Fluttershy had arrived at the HQ with Rainbow, they’d taken her stuff to Dashy’s apartment, now they were coming here to do some training.

Sunset was waiting in the training room with Twilight and Pinkie; they were in their suits and ready to practice. Sunset saw Rainbow and Fluttershy walk into the room, she noticed Fluttershy was a lit glum.

“Fluttershy, what’s the matter?”

Rainbow replied for the shy girl, “She’s left Adam.”

“Left him?” Sunset asked.

Fluttershy looked up at her friend and explained, “Not exactly, were just taking a break. I think he needs to get this Spiderman thing out of his system.” She walked over and sat on a bench, Sunset and Rainbow followed and sat down with her. “Adam needs to decide, does he want to be with me, or does he want to be Spiderman. I don’t know if I can live with Adam and Spiderman, it’s just too much.”

Sunset Shimmer, “I understand where you’re coming from; but it’s just, he has a responsibility. And now we all do.” She gesture to the two girls in costume. “None of us asked for it, but it’s here now; we have work together and try to protect the innocent.”

The shy girl suddenly stood up and walked away; as she did, she said, “I can’t do this, I made it through the Battle of the Bands and the Friendship Games; but the city overflowing with super-villains is too much for me. Rainbow, can you take me back to my apartment?”

Dashy replied, “Sure, did you forget something?”

“No, I’m going home to wait for Adam; I’m giving him a choice, me or Spiderman.”

With that said, Rainbow Dash and Fluttershy left the building and went outside to Rainbow’s car. As they left, Pinkie Pie asked Sunset something.

“Where’s Applejack and Rarity?”

Twilight replied, “They went out to get some food, they should be on their back now.”

Spiderman was fighting his way through the Sable agents; fighting for his life and so he could follow the oath of a villain.

One guy fired his weapon at the hero, but he was able to leap out of the way and kicked the face of another guy; Adam shot a web line at the man who was hooting him and yanked the weapon out of his hands.

The Sable agents surrounded Spiderman, but one by one they were punched and knocked out. When Adam was done here, he needed to find Juggernaut; luckily enough for him, the big brute found him.

Spidey turned his attention to a wall being constructed, Juggernaut smashes through it into the scene; Adam notices him coming and jumps up and hangs onto a support beam.

Sable’s helicopter comes back and notices Juggernaut, the big oath tries to get these guys off his back; he picks up a construction vehicle and throws it at her helicopter.

Upon impact, the chopper begins to fall out of the sky; as much as she is a pain, Adam had to save her, and her men.

Spiderman leaped up to the falling chopper and pries the door off; Spidey grabs Silver Sable and the guy flying the chopper and carries them both off. He leaps off the helicopter and lands safely on the ground; but the chopper crashes into the cement pit.

Sable wasn’t grateful for the save however, she kicks Spiderman away and her and her soldiers run to the sable cars that had just arrived; before she left, Silver Sable shouted, “This isn’t over, menace; you’ll see me again, soon.” The cars then drove away.

With Silver Sable gone, it was now just mono v mono; Spiderman versus Juggernaut.

The hero stated, “Okay, Bulk; I’m taking you in.”

Juggernaut stomped his heavy foot on the ground, the villain shouted, “I’ll ask you again Spider-punk…” he cracked his knuckles before asking, “Don’t you know who I am?”

Adam answered differently than the last time he was asked this question, “Yeah, your nothing but a big brick.”

The insult made the villain stomp his feet hard, he then charged at Spiderman, with murder in his eyes. Spiderman had to do this fast, it would take all his strength and he would have to be lightning fast; but this might work, might.

Just as Juggernaut was about to smash into Spidey, the hero grabbed his chest armour and lifted him over his head and smashed him onto the ground; Adam then jumped up and punched downwards, punching Juggernaut in the face and shattered his helmet like glass.

“Seriously, ow!” he cried as he caressed his knuckles.

Bulk Biceps however, was knocked out cold; Adam saw only one thing left to do, he shot Juggernaut with web-grenades and tied him down. This should hold him until the police get here; with his work done, Adam web-zipped home.

Back at the apartment, Fluttershy sat on the couch and waited for her boyfriend; she was ready to give him the option.

When Adam landed on the window, it should have made Fluttershy jump, but she was used to it. Spidey crawled into the room and removed his mask, he sat down on the arm chair the was facing the couch.

“Hello Fluttershy.” Adam said in a calm voice.

“Hello Adam.” She replied in the same tone.

It was now or never, Fluttershy just came out and said it, “Adam, I’m giving you a choice; it’s me or Spiderman.”

Adam didn’t answer, he was listening.

Fluttershy stood up and repeated herself, “Did you hear me? I said me or Spiderman.”

Suddenly, Adam’s spider-sense went off; he wasn’t quick enough to do anything, the apartment exploded. Spiderman was thrown onto the opposite building, he landed on its lower roof; he turned back to the apartment, Fluttershy, she was gone.

“No!” Adam punched the ground so hard that the roof cracked and his fist started to bleed.

What Spiderman didn’t notice at first was that the fire had written something on the side of the apartment building; the blazing letters spelled, “SHE’S MINE, SPIDERMAN.”

What happened next was more strange, one of Smythe’s spider robots crawled up to Adam and played a video message.

The video showed the Master Planner, stilled blurred so no one could see his face; he said, “Time for you to face another challenge, my friend.” The video then showed a map, it gave Adam coordinates to the Mysterio’s location. “Got the picture, super-hero; you may find some answers there.”

The video finished with, “I am the Master Planner.”

Spiderman had to go to HQ first and pick up a new mask, whoever this Master Planner was; Adam swore there and then, he would find this guy, and kill him.

Author's Note

This isn't the end, I just think, you've waited this long, you guys should read what I have so far.

Let me know in the comments what you think.

Answers

The fire raged on the buildings top, the entire top floor apartments were on fire; the fire department had arrived and evacuated the building, the people were safe.

However, Adam was on his knees, still on top of the building across the street; his knuckle was bleeding, his eyes were full of tears and his mind was raging as much as the fire.

Right now, the only lead he had was the location of Trixie, she has to know something about where the Master Planner is. Adam wiped the blood of his hand, he couldn’t put his mask on because it was destroyed in the fire; he needed to find an alternative.

Using his webs, Adam created a bandana to wear so no one could see his face; he then swung to the HQ, he needed to get his other suit and break the bad news to his friends.

While he swung he thought to himself, “Why, is this what that old bat meant?” he stopped on a rooftop and repeated, “Is this what Madam Web meant when she would say, ‘one will die’?”

Suddenly, Spidey was surrounded by purple smoke, he look around and was choking a little on the smoke; when the smoke cleared, the woman of the hour appeared in front of Adam.

“You know, Spiderman; you really can come up with some interesting names to call me.” Madam web said.

Adam ripped the web mask of his face and started giving out to the space witch, “Is this what you meant?! Did you know this would happen?”

“Oh I knew this would happen, I tried to warn you Spiderman. You should have left that girl alone, now she is gone. But no, this is not what I meant when I said one will die, Spiderman.”

Adam fell to his knees and punched the ground again, “Stop calling me that! My name is Adam, Spiderman isn’t an honour, it’s a curse. I didn’t ask for that spider to bite me, I didn’t ask to put my life on the line over and over again, for people I don’t even know.”

‘Web used her magic to hold him still, Adam was frozen in her spell, “Now that you’ve stopped whining like a child, you can listen to me.” Madam Web put Spiderman down and he could move again. “This city still needs Spiderman, you still have two super-villains loose in your city; and this Master Planner has taken the one thing you love, you must find him.”

Adam found wisdom in her words, if he was going to have any chance at finding the Master Planner, he would have to find Mysterio and get some answers out of her. Spidey was about to start swinging away, until Madam Web did him a favour; she used her magic to teleport him to the HQ.

When Adam fell through the smoke and landed in the lounge, he saw Rarity and Applejack eating; they had just seen him land in front of them.

Spidey turned to them and said, “Hi.” He got up and left the room, he was heading to where they keep the suits.

Applejack muttered, “Uh, we’ve seen weirder.”

“Agreed.” Rarity said.

They both returned to eating their food.

It was day by the time he arrived, while Adam walked down the halls, he had to think about how he could tell the other about Fluttershy; she was one of their best friends, part of the group, the band. She was family, how could he tell the girls that she was gone and it was his fault.

Spidey entered the room full of suits, he found Rainbow Dash and Twilight; they were talking about the suit that Rarity requested.

“So she wants her suit be based of the design of a superhero that Adam worked with years ago?” Rainbow asked.

Twilight replied, “Yeah, but with modern day technology, we can improve the design. All she wants to do is help, and this’ll give her a chance to.”

They then noticed Adam walk into the room, Rainbow greeted with, “Hey, here he is, the Spectacular Spiderman.”

“Not now, Rainbow.” The boy muttered. He pushed past her and opened the container that had his black and green suit.

Twilight asked, “What’s wrong, Adam; is it about you and Fluttershy?”

“Did she break up with you?” Dashy questioned.

Adam turned to the two girls and said, “I’m sorry, I couldn’t save her.” The moment Adam said those words, the girls didn’t want to believe it. “She’s gone, I let it happen; I couldn’t save her in time.”

Twilight’s eyes were filled with tears; however, Rainbow took it differently. In a burst of rage, she swung her fist and punched Adam right in the face, knocking him to the floor. The boy recovered from the blow and stood back up; but Rainbow grabbed his shirt and threw him across the room.

Adam hit the wall, Twilight then stopped her from doing any more damage; “Rainbow, stop.”

“Why, he let our friend get killed; he should have saved her.” Rainbow Dash tries to attack Spiderman again but Twilight holds her back.

Adam gets up and explains, “When I got home tonight, I was talking to Fluttershy about our relationship; I heard some kind of beeping, but before I could do anything about it. An explosion happened and threw me across the street; I turned back to the apartment and it was in a blaze.” Adam looked down in agony, “She couldn’t have survived.”

All Rainbow Dash could say was, “I was right, we should never have trusted this guy.” Twilight was actually starting to agree with her.

“Adam, you said you needed your other suit.” Twilight stated. “Take it and go.”

The boy wasn’t going to argue, he took his suit from the stand and left the room; Rainbow Dash began to calm down, and Twilight let go of her. Once they were sure Adam had left the building, they were going to have to tell their other friends about this.

Spiderman was no on the roof of the HQ, he had his green and black suit on and was ready to head to the location of his next villain he needed to take down; and this one, he was going to beat some answers out of him.

However, before he could swing over to the location of Mysterio, Adam got a call on his mask’s headset.

When he answered it, Captain Shining Armour was on the line; “Spiderman, it the captain; I need you to check something for me. Another one of those weird block boxes has appeared on a rooftop down town; I would send an officer, but it could be a bomb, and you’re known for getting out of jams like that.”

Adam was hesitant, he wanted to find Mysterio and then the Master Planner; but he also wasn’t going to pass the opportunity to put Taskmaster behind bars.

Spiderman replied, “Understood, captain; I’ll check it out.”

When the call ended, Spiderman shot his web-line and swung to the box’s location.

Spidey arrived at the rooftop, the black military box was an exact copy to the other one; defiantly Taskmaster’s work.

“Time to find out what you’re up to, Taskmaster.” Adam pushed a button on the box and a computer screen was reveal; on the screen, the man himself appeared.

“Hello Spiderman, I see you found another one of my tasks. What are you going to do, once you find me?”

Adam replied, “The only answer to that question, is putting you in hand cuffs and getting San… I mean that boy you framed out of jail.”

Before the hero could say anything else, the screen switched to a mirrored view; Adam could see himself in the screen. Which also meant, the screen and his spider-sense warned him about the threat from behind; Spidey leaped out of the way just in time.

When Adam got a clear view of the culprit, it was Taskmaster; hopefully the real one.

“Time to see if all my training has paid off, hero.” The mercenary stated; the roof was an open space, so plenty of room for the two of them to fight in.

The villain started the fight by leaping at the hero and trying to strike him with his laser sword, Adam dodged the strikes and wondered to himself, ‘where do they get those things?’.”

While Taskmaster was swinging his sword, Spidey was moving quickly; while trying to get some punches in. However, his opponent was able to counter all of his moves; Adam was eventually kicked into an air vent.

Like before, Spiderman had to play this game differently; this guy knew Adam’s entire move list, so the hero had to add something new.

The next time Taskmaster charged at Adam, he was able to leap out of the way and trip the villain up, causing him to fall into the vent. When Spidey saw the opening, he jumped towards Taskmaster and delivered some punches; the mercenary was dazed, giving the hero a chance to lift the villain and throw him across the roof.

When the villain was down, Adam walked over and was prepared to unmask this guy; who was the one behind the mask and the tasks. Spiderman reached down and removed the mask; his shock signified the identity of the culprit.

“Flash?...”

Flash Sentry, Canterlot high’s dream boy; he was behind this.

When the culprit woke up, he had the same confused look on his face the Sandalwood had; like he had no memory of what just happened.

“Spiderman, what happened; where am I.” Adam looked inside the mask Flash was wearing, it had the same kind of tech in it as the first one. Flash continued, “What’s going on, why am I tied in your webs?”

Adam couldn’t just let him, like Sandalwood, he would have to be taken in. So Spiderman did something he was alright doing; he picked up Flash and webbed him to a lamppost on the pavement, once he was sure Flash couldn’t go anywhere, he leaped into the air and swung away.

“Spiderman, where’re you going? Don’t leave me here!” Flash cried.

Spidey called Shining Armour, told him to go pick up the latest Taskmaster.

Night once again fell over Canterlot City, at the HQ, the girls were all meeting in the control room; they each were expressing their own feelings about the loss of one of their own.

“Fluttershy…gone.” Pinkie Pie wimped, her hair deflated like a balloon and he stretchy arms drooped to the ground like rubber bands. “I can’t believe it, I don’t want to believe it.”

Sunset placed her hand on her friends shoulder, she was just as upset as the rest of them; “What do we do now?”

Applejack stated, “I can’t believe you told Adam to leave.”

“What do you mean, we don’t need that guy.” Rainbow replied.

Rarity gasped at her statement, she was shocked that she would even consider that; “How can you think such a thing after all he’s done for us, Rainbow Dash?!” the fashion girl said.

Dashy replied, “Our lives were completely normal before Spider-Adam came into them.”

Sunset Shimmer thought about her words and replied, “Define normal, Rainbow; we’ve battled sirens, demonic friends and a couple of jealous magic users. How can you say that’s normal?”

“Well, it’s normal for our standards.” The rainbow haired girl said.

“The point is, Adam is our friend; he loved Fluttershy, he would never let anything happen to her without trying to save her. We have to go find him before he does something he’ll regret.” Sunset explained.

Pinkie Pie said, “Remember when Fluttershy was shot by Tombstone and went into a coma, Adam almost killed a man over that.”

Twilight finished, “Oh, gosh; what do you think he’ll do now that she really gone.”

“We have to find him, and stop him before he throws away all he’s worked for.” Sunset said.

Any member of the Rainbooms with powers, grabbed their suits and went out into the city; the rest of them stayed at the HQ and started scanning the city for Spiderman.

Adam was swinging towards the location, he was ready to take on Mysterio; however, on his way, he got a bit of a surprise. He saw in the distance, someone was shooting off fireworks; one big one was shot into the air, the bang and sparks shaped themselves into a familiar shape.

“Mysterio.” Adam stated.

The sparks had shaped into Mysterio’s helmet and collar, Spidey knew that if he followed the source of the fireworks, he’d find the culprit.

The fireworks were originating from an old warehouse; abandoned, of course. Spiderman crawled through a window and landed on the floor; he waited for something to happen. The ware house seemed like it once belonged to a zoo or a circus; old boxes and animal cages were around the room.

The wait wasn’t for long, a spotlight appeared in the middle of the room; the light revealed a small console with a button on it. Adam saw the only option was to push the button, so that’s what he did; the hero pushed the small button, and something happen.

Some kind of energy was generated from the console, like the console was absorbing particles and energy; there was a flash of light and all was dark.

Adam was lost in the darkness, until he walked into a door; “Ouch, where did that come from?” Spidey opened the door and walked into a room; the room was in black and white, and now, so was he.

“Welcome, Spiderman.” A voice could be heard in Trixie’s voice, she was here.

Adam asked, “Welcome to where.”

Spiderman was standing in the same warehouse, but it was really different from before; Adam could still hear Trixie’s voice, “The future, it’s a nightmare.” Adam web-zipped to the hole that was now in the roof, he saw the entire city, it ruins.

As the hero looked around, he could see Mysterio hovering in the air; she muttered, “If you want answers, Spiderman; come and get me.” Trixie then flew away, Adam had to catch her.

Spiderman swung on his webs, chasing down the sorceress, she was moving faster than expected. During the chase, Adam had to dodge blast that the villain was shooting at him; he tried to shoot back her with his webs.

The chase ended when he found Mysterio in the town centre, she hovered in the centre of the grounds; “Now Spiderman, let us end this; once and for all.” She said.

“Trust me Trixie, with the mood I’m in, I am not holding back.”

Mysterio flew a little higher, then quickly flew back to the ground; the road cracked open, like rifts in time. Suddenly, shadow people began climbing out of the cracks and running towards Spiderman; Trixie stated, “Behold, Spiderman; the souls of those you couldn’t save.”

Adam had no choice but to fight back, the moment Adam kicked one, it disappeared into dust; he began punching and kicking the shadows, they were ‘one hit knock-outs’ as they say.

After he had pushed through the shadows, he ran towards Mysterio and they began fighting; Trixie’s hands glowed with her magic, she began punching back at him.

Even though Mysterio was a girl, Adam still punched her helmet; attempting to crack it. After a powerful punch, a crack formed in the glass of the helmet; Mysterio blasted Adam away, back into the arms of the shadows.

Spidey tried his best to fend them off, but they did start to over whelm him; Trixie watched from afar, she was thinking that she had finally defeat the hero.

Until Adam jumped into the air and kicked the shadows away; he leaped in front of Mysterio and shot a web at her helmet. He pulled on the web-line and ripped the glass helmet off; the moment Trixie lost her helmet, she lost her powers.

The illusion began to fall apart, when the hologram came down, Adam saw that they we still in the warehouse; only it was fine, no hole in the roof or anything. Also, the shadows disappeared; all that fighting, it was all in his head.

“Now that I have your attention.” Spiderman walked over to Trixie and picked her up by the collar, he was finally going to get his answers.

“Put the great and power Trixie down, you swine.”

Adam tightened his grip on her collar, “Down make me more anger than I already am; where’s your boss?!”

“Pardon, the Great Trixie doesn’t work for anyone.”

“Don’t play games with me, Trixie; I know about the Master Planner. Where is he?!”

Spiderman was actually starting to scare Trixie now, she didn’t want to anger her anymore; she gave him what he wanted, “Okay, okay; he’s stationed at an old Sable Base outside the city.”

She squeaked a little when he brought her to eye level, “If you’re lying, jail will be the least of your worries.” Spiderman put her down but then grabbed her by her arm.

Adam dragged her over to one of the animal cages, he opened one and ordered, “Get in.” Trixie crawled into the cage, Adam then locked her in. After that, he turned around and left her there; he had to remember to call Shining Armour to pick her up.

Spiderman crawled to the roof of a building, he now had the location of the Master Planner; he muttered to himself, “I’m coming for you, you monster.”

With that said, he leaped off building and swung towards the outside of the city; what he didn’t know, was that someone was following him.

Twilight came out of her hiding spot, she radioed back to HQ, “Girls, I found Adam; he knows where this ‘Master Planner’ is. I’m going after him.”

While Adam swung, he received a call from the captain; “Spiderman, thanks for the tip; we have Trixie at CCPD. Where are you right now?”

“I’m chasing a lead at an old Sable Base outside the city; whatever happens, this ends tonight.” Spidey explained.

What those people didn’t know, was at that very Sable base, the Master Planner was finally ready to put his plan into action.

The Tinkerer walked into her master’s control room, this was the first time she had actually been in the same room as him. “Master, your specimen is ready, should we begin?”

However, she couldn’t see his face; he was sitting in the dark and staring at an illuminated screen; he was sitting in a chair with a back rest taller than him.

He replied, “No, we must wait; Spiderman is on his way here.”

“He is, shall I tell Blizzard to be ready?”

The Master Planner replied, “Yes, tell him to keep Spiderman at bay until I say so.” The super-villain flipped a switch, his specimen appeared on his screen; it was Fluttershy, she was alive.

The Master Planner turned to Jupiter Montage, she had a clear view of him now; his pale white skin, his black hair and jacket. He muttered, “I took this girl away from Spiderman, just like he took her away from me.”

One will still Die

Hi… My name is Adam… for the last ten years… I’ve been the one and only… Spiderman.

You know the rest; I fell in love, there was a prison break, I had to round up the escaped bad guys, and I… I lost the reason I came this universe. Well this is it…

…this is the story of how all that came to an end.

Spiderman was swinging as fast as he did the night Goblin wanted to fight him on Canterlot bridge; those days, life was full of surprises, but still simple. Adam had lost the one thing he loves more than life itself, the rage he felt from that, it was driving him; driving him to find the person responsible, and make them suffer.

Adam had reached the end of the city, as he looked over the highway, he waited for a large vehicle he could leap onto and travel to the Sable Base. What the wall crawler didn’t know, was that he was being followed by someone he knew.

His spider-sense warned him that someone was coming, he acted like he didn’t notice them, right up until the moment they strike; but Adam had the upper hand.

When the person reached for his shoulder, Adam spun around and tackled them to the ground; when the commotion ended, the hero discovered the identity of his follower.

“Twilight, what are you do here?!” Adam demanded to know; it was Twilight Sparkle, wearing her Spider-Girl outfit. Spidey got off her and helped her to her feet.

“Me and the other girls are worried about you.” She explained.

Adam turned away from her and stated, “You didn’t seem too worried about me when you told me to take my suit and leave; I suppose Rainbow Dash was against the idea of looking for me.”

Twilight reached for his shoulder, “We just don’t want to you to do something you’ll regret, out of anger.” He then swatted her hand away.

“Whatever I do to the Master Planner, I will not regret it; he’s going to pay for what he did Fl…” Adam couldn’t bear to say her name, it was too painful. “You know what he did.”

That’s when Twilight realised what he was talking about, “You’re going to kill him, once you find him. Aren’t you?”

Adam simply nodded and walked closer to the edge of the roof; Twilight tried to talk some sense into him, “Adam, you know more than anyone, Spiderman doesn’t kill. Killing the Master Planner won’t make the pain go away, or bring Fluttershy back.”

Spiderman turned to her and cried, “No! Don’t say her name; she meant so much to me, and that monster took her away from me. When I find him, he’s not getting away.”

Twilight then tried another to put some sense into this, “Have you considered the possibilities? You don’t even know this villain is; it could be a he or a she, a thing or an it. You have to stop and think about what you’re about to do.”

“I appreciate the pep talk, but I’m going to find the Master Planner; you can’t stop me.” Adam then noticed a lorry truck driving down the highway; he leaped off the build and landed on the trailer it was pulling along.

Adam looked back at the building he was standing on, he could see Twilight looking down at him; but not following him.

Spiderman turned his attention to the task at hand, the Master Planner.

Captain Shining Armour was sitting at his desk at the CCPD, he’d been doing some research on Sable Bases outside the city; he looked on his map and saw only one Sable base that could be where Spiderman was heading.

He grabbed his brown jacket, and walked outside to his car; he was going to that base to find the person responsible for the prison, and put them in hand cuffs.

However, before the captain could set off on his road trip, some landed on the top of his car. Spider-Girl swung down and landed on the roof of Shining Armour’s car, he jumped back in a fright.

“Spider-Girl.” He gasped. “What’re you doing here?”

The hero stepped off the vehicle and replied, “Spiderman’s going after the Master Planner alone, I need to go after him; do you know where he’s going?”

“Yeah, I have the location of the Sable Base; but that’s confidential police knowledge. Why should I share it with you?”

Twilight was terrified, she looked around, no one was watching; there weren’t any cameras in the car park, so it was time Shining Armour learned the truth. Without saying another word, Twilight took her mask off, “Because your sister needs your help, Shiny.” She said, answering his earlier question.

“Twiliy, you’re Spider-Girl?” the captain said.

Twilight closed her eyes, and looked down, expecting her brother to give out to her for not telling him about this; but instead, Shining Armour wrapped her arms around her, giving her a strong hug.

“My baby sister’s a super hero; I knew you would do great things, I didn’t think they’d be this great.” The captain stated before kissing the top of his sister’s head.

Twilight wrapped her arms around him, she looked up at her brother’s face and asked, “You mean, you’re not mad?”

“My little sister has super powers, how could I be mad; I am so proud of you.” He said, the two of them held each other closer. The hug lasted a good minute, before Twilight remembered the reason he came to her came.

“Shiny, Spiderman; we have to go after him.” She stated.

The captain nodded and got in the car, Twilight put her mask back on and got in the car with him; they both drove from the car park to the Sable Base.

As Adam sat on the trailer of the truck, it drove towards a fork in the road; Spidey knew where he needed to go, he leaped from one truck to another. This truck went down the road he needed, after another few minutes, the truck drove past the old Sable base; Adam had arrived.

Spiderman leaped off the truck and swung to the main building; when he landed on the ground, he saw the door that was left wide open.

He was concerned; no security, no resistance and no one guarding the place. Spiderman didn’t swing, he didn’t crawl; he walked through the door and entered the base.

A few moments later, a police car drove into the plaza; Shining Armour and Twilight got out of the car and ran into the base. Twilight said to her brother, “I’m glad you know, we can work together more often now.”

“Agreed, Twiliy.” He replied.

They looked around the base, trying to find Spiderman, or the Master Planner or anyone.

Adam ran through the hall of the base, he found nothing; it was a pretty big base, he could be looking for hours. That was until he passed a room that was lit up; when he passed it, he felt a shiver.

Spiderman walked into the room and wasn’t surprised with what he found; the room was full of ice and snow, icicles hanging off the ceiling and the floor was as slippery as an ice skating rink.

“Now I’ve got it…” the hero heard from across the room. “..I’ll show them this’ll work. They will all fear the name, Blizzard.”

Adam hid behind a barrel and looked around, only to find Winter Breeze messing with tool and his ice generating tech; like he was trying to give it some upgrades. Spiderman had to stop him before he could use his new ice power on Canterlot City; so he came out of hiding.

“Hello, officer.” Adam joked.

The ice villain turned to Spiderman, “You, I should’ve shot you down that day at Rich Industries.”

“Well, you didn’t; once a crooked cop, always a crooked cop. I just have to ask, how did you escape custody?”

Blizzard charged his upgraded gauntlets and replied, “Come over here, and I’ll tell ya.”

Spidey stepped back and replied, “Uh, no thanks.”

Winter’ began the fight by blasting Spiderman back with a freeze blast, the blow shot Adam across the room. Spiderman recovered from the blast, but he needed a different approach; away to strike with him using his ice.

Adam stayed hidden, Blizzard walked around the room, looking for his foe; “Come on out, wall-crawler; I’ve got a score to settle.”

‘Taking him on, face to face would be suicide; I need to distract or take his attention off me somehow.’ Spidey thought to himself. He looked around noticed some of the things scattered around might be helpful. ‘Maybe I can use the things around the room to keep him busy.’

The first thing Spiderman noticed was a generator in the wall, “I can use my taser-webs on that generator, it’ll magnetise it and catch him in its pull.” He whispered.

The hero equipped the right web and waited; when Blizzard walked near the generator, Adam fired the web. Just like Adam thought, the magnet pulled Blizzard to the wall; he could move his arms or his body.

Spiderman saw the opening and began attacking the villain; Adam kicked him in the stomach and used his strength to pull him off the wall, Spidey punched him a few times before kicking him to the floor. Blizzard recovered from the blows, then blasted Spiderman away with his ice beam; Adam went back into hiding, and the villain began looking for him again.

Before the Blizzard began his search, he fired a beam of ice at the generator he was stuck to, and the others around the room. So, that trick was out of the question this time around, Spiderman needed to think of something new.

What the villain didn’t know, Adam was hiding in the testing area of the lab they were in, with the one way looking glass windows, Spidey could see him, but he couldn’t see Spidey.

Spiderman waited until he got close enough then leaped through the window and tackled him to the ground. Blizzard was dazed for a sec, Adam began punching and kicking him around; the final blow was grabbing him by his head and slamming him down on the floor, then upper-cutting his chin.

Once again, Blizzard recovered from the attack and was not backing down; he blasted Spiderman away again, then used his ice blasts to shatter all the windows in the room. ‘There goes another way of attacking him.’ Adam thought to himself.

Using his visor in his mask, Spidey could see that Blizzards tech had taken some damage; one more of the attacks should put them out of commission. Spiderman needed a way to take him down, and to make sure he stays down.

When Blizzard wasn’t watching, Adam crawled up the wall and crawled along the ceiling; Spidey could either drop down and stealth attack him or with from the ceiling and kick him into the wall. However, Adam didn’t do either of them; he decided to use Blizzard’s own trick against him.

Spiderman shouted down to the villain, “Hey, snow cone; you could hit the bronze side of a battleship, you walking ice box.”

Blizzard heard his insult, and got mad; “I’ll get you for that, you… annoying arachnid!” he shouted. The villain fired a strong beam of ice at the ceiling; however, Adam dodged the blast and it him one of the large icicles. The shard of ice fell to the floor, the crashed knocked Blizzard into the wall; the bang against the concrete wall, was just enough to knock the tech out of action.

Once Winter Breeze was down, Spiderman tied him in webs; he then kneeled down and asked his prisoner, “Where’s the Master Planner?”

Blizzard chuckled a little, he replied, “He’s waiting for you in the main hall; just down the corridor. He has someone there with him, have fun wall crawler.”

Adam kicked the villain’s face to knock him out, he then followed the directions he was given and ran down the hall. As he ran, he muttered, “Time to end this.”

Shining Armour and Twilight were lost in the tunnels and halls of the facility; the captain turned to his sister and asked, “This may not be a good time to ask, but… can yu tell me who Spiderman is?”

Twilight stopped in her tracks, “That’s not for me to say.” She explained it in more detail as they kept walking. “Super Heroes wear mask to hide their identity for a reason; it’s to protect our loved ones. If Spiderman wants to tell you who he really is, that’s for him to decide, not me.”

Shining Armour replied, “I understand, it’s just…”

Suddenly, all was silent; Spider-Girl to where her brother was standing, but he was gone. “Shiny?” she muttered.

She kept walking down the halls, looking for where he might have gone; “Bro, this isn’t funny, come out.” The lights were out, the room was dark and Twilight was actually getting scared. “Whoever’s out there, I know how to fight; sort of.”

Spider-Girl turned around, only to see a figure standing in the dark; Twilight backed away as the figure muttered something under his breath.

“Not the spider I was hoping for; but if you have one, you’ll soon get the other.” The figure then hissed like a snake before charging forward, Twilight tried to run for it, but it was too late; the creature grabbed her from behind and with a puff of smoke, they were both gone.

The halls were now dead silent.

Adam arrived in a large room, there were no lights, no voices; just silence.

“I’m here, come and get you monster!” the hero yelled into the darkness.

When he got no response, he was beginning to think this was a trick, or a trap; until a spotlight shined down upon something in the darkness.

Adam turned around and his heart sank to his feet; Fluttershy was sitting in the spotlight, tied to the chair with tape over her mouth. When she saw him standing in front of her, she tried muttering words under the tape.

The hero said no other word, he ran over to the girl and wrapped his arms around her; she couldn’t hug him back, but she was able to nuzzle her head into his neck. Spidey took the tape off her mouth and removed his own mask; they looked into each other’s eyes.

Fluttershy mumbled something, “Adam, I am so sorry. I’m never leaving you again…”

Fluttershy was politely cut off when Adam locked his lips with her’s, she squeaked at first, but then leaned into the kiss. When they broke apart, Adam looked her in the eyes and muttered, “I thought I’d lost you.” He began caressing her face.

Adam ripped the ropes off her, she used this opportunity to hug him; as they hugged, they met in one more kiss.

“What a beautiful site.”

They both looked around, that voice came out of nowhere; Fluttershy then remembered something really important she had to tell Adam.

She was about to tell him when she was snatched by something in the darkness; Adam gasped and tried to help her, until he saw the figure that held her. The man came out of the darkness, this person was well known by Spiderman, one of the foes who knew Adam’s identity.

“Hello, Spiderman.” The villain greeted.

Adam questioned how he could be here, by asking, “Morbius..?.” he said before putting his mask back on.

“In the flesh, the living vampire, rises again.” The vampire then threw Fluttershy to the floor, and approached the wall crawler. “Oh, I’ve been waiting a long time for this, Adam. The day Spiderman falls.”

Meanwhile, at HQ; the rest of the Mane 7 were sitting around the base, they had been waiting around for hours. Rainbow Dash then stood up and expressed she’d had enough of the waiting.

“Not that this isn’t fun girls, but I’m going out.” She said before walking off, Sunset then tried to stop her.

Sunset stated, “Rainbow, you need to stay, we need to wait and see if we hear anything from Twilight. And seeing how it’s been hours, it leads me to believe that something’s not right.”

“I’m sure you’re just over thinking it, not every friend that doesn’t call has fallen into the hands of… Galaxtus or something.” Rainbow Dash joked. “See ya tomorrow, I’m going to meet with Soarin; he’s back today.”

Applejack stepped forward and asked, “What’s the matter with her?”

“She has just lost her childhood friend.” Sunset said. “I’ve seen this before, she’s pretending it’s not happening to avoid the pain. We just have to give her some time.”

Rarity looked at one of the monitors and said, “Sunset, do you think you could use the screens to get signal to Twilight? Maybe we can find out where she is.”

Sunset Shimmer thought for a second, but then she got an idea from that; “Maybe, I can try and get a visual link; we can see what she’s seeing through her mask lenses.”

Little did the girls know, that things happening with their friends, are getting more and more chaotic by the minute.

“How are you even alive?” Spiderman asked. “I saw the sunlight burn to ash.”

Morbius held Fluttershy close to him, he decided to enlighten his foe; “When the sunlight beam hit my body, I wasn’t destroyed; I use my power to turn into my mist form and fly away at the last minute.” The vampire explained. “So I’ve been hiding, and waiting; for just the right moment to take my revenge on you and claim my vampire bride.” He said as he looked at the girl in his clutches.

Fluttershy tried to struggle, but he was too strong for her; Adam said as a joke plus insult, “Take a hint, fang-face; she’s not into you.”

“Let go of me, you creep.” Fluttershy said.

Adam jumped forward, trying to save his girlfriend; but Morbius swatted him like a fly, a button was pushed and a laser cage was generated around the hero. The villain asked, “How do you like my electro cage?”

Spidey joked, “You know, I know a guy who’d sue you for that name.”

Morbius began to levitate in the air, “She will be into me, once she takes a blast from my new toy.” Suddenly, the whole room lit up with light; on the other side of the room, Tinkerer stood next to a laser like machine.

The vampire flew over to the laser and gave Fluttershy to Tinkerer; Jupiter’ was wearing a new invention she had made. A suit made from purple cloth and armour; she thought to herself, ‘Now I have my own power, the Tinkerer will show them all who is the real genius.’

Jupiter’ put Fluttershy on a slanted table, there were straps on the side; once Fluttershy was down, the straps tied her to the table. Spiderman couldn’t do anything while he was trapped; he couldn’t even touch the bars without being zapped.

“Let her go!” Adam yelled.

Morbius turned to his nemesis, “Face it Spiderman, you’ve lost; she’s mine now.” He turned to the back wall, the monitor on it came online. “And so are they.” He pointed at the screen.

Twilight and Shining Armour were tied together in a room somewhere in the base; Morbius began explaining they’re fate. “In about twenty minutes, the power in that room with turn on; the energy generated in that room will be used to roast them alive.”

Adam joked, “Either you’ve gone overboard with the whole ‘super-villain thing’; or the writer just ran out of ideas.”

“Make jokes while you can Spiderman; because when that beam turns Fluttershy into one of my kind, you will be her first prey.” Adam’s smirk suddenly went away, Morbius could tell by the expression on his mask. “You will die by the hands of the one you love.” He laughed like a monster.

While Morbius and Tinkerer discussed something, Fluttershy looked over to Adam; she decided to tell him something. “Adam.” She whispered. “I think it’s time we finished that talk.”

Spidey replied, “Sweetheart, there are more things to worry about right now.”

But Fluttershy wanted to get this off her chest, “Adam, I want you to know; I was never going to leave you, I’ve never had a boyfriend before. I just had to get used to sharing you with the city.”

“Fluttershy, I think…”

She interrupted, “Adam…”

The Hero sighed and said what he wanted to say to her, “Alright, if you had said the word; I would have left this life behind. I spent so long thinking about how me being Spiderman would affect me; I never thought about how it was affecting you.”

He looked up at her and finished with, “I would give up being Spiderman in a heartbeat , if it meant I could keep you.” Fluttershy couldn’t see his eyes, she could tell they were tearing up. “I love you, more than anything.”

Fluttershy smiled, “I love you too; more than life itself.”

The laser bars that surrounded Adam were keeping him from going anywhere, but there was one thing he didn’t take into account; the metal lid, with the right portion of strength, Spiderman could smash through it. Spidey didn’t know if he was strong enough, but for Fluttershy, he was willing to risk it.

Spiderman got ready, he then jump up and smashed through the metal lid. Morbius turned around and growled, “No, I come to close to let you stop me now.”

Morbius runs towards Spiderman and tackles him to the ground; the two of them start rolling around the floor. The vampire lifted the villain up and through him through a wall with his strength; the two of them were now in a storage room, filled with containers and portable spot lights.

“Now, I’m going to tear you apart.” Morbius stated.

Twilight and Shining Armour were tied to a metal beam in a room that was about to be turned into a giant oven.

The police captain’s gun had been taken from him, Twilight was trying to use her strength to break the chains; there was nothing the two of them could do.

Spider-Girl asked her brother, “Do you think Mom and Dad will find out about this.”

He replied, “Not likely, we’ll probably be written off as missing. Then if they don’t find us in ten years, the eventually figure out were gone forever.”

A beep was heard from the other side of the room, the generators were about to turn on. Twilight managed to move around the beam so she was standing next to her brother; they stroked their heads together, if they were going out, they were going out together.

However, before the generators could begin burning everything in the room; the power shut off, and the electronic lock on the chains came undone.

Twilight and Shining Armour walked away from the beam; Sunset began speaking into Twilight’s ear piece.

“Spider-Girl, I managed to hack into the system; thanks for the lesson by the way. Anyway, I have a map of the base on my screen; if you go down the hall to your right, I should take you to the main chamber. That tracker in his suit tells me that’s where Adam is.”

Twilight replied, “Thanks, Sunset.”

She turned to her brother and filled him in, they both then ran down the hall, Spiderman needed help.

Spiderman got up, he was in the storage container room; Morbius was here too, but he was hiding in the shadows.

“Come out you coward.” Adam shouted.

Spidey could hear the vampire’s voice echoing in the room, “Did you forget what I told in that clock tower, Spiderman; she’s mine, I am a god compared to you. Do you really think you can beat me?”

“We’ll just have to find out, fang-face.” Adam insulted.

Morbius muttered, “Gladly.”

The vampire appeared out of nowhere and tackled Adam to the ground; in cold words, he muttered, “Would you mind if, I had a drink?” Morbius tried to bite into the heroes neck; but Spiderman moved his neck away from the sharp teeth.

Spiderman got his legs free and kicked Morbius in the stomach, pushing him off the hero; Adam managed to land a few punches before Morbius leaped away.

Adam looked up to see where he went, the hero used his webs to pull himself up to the rafters; he found Morbius breathing heavy on one of the containers. Next to the vampire, a portable spot light was positioned; Spidey leaped next to the light and turned it on.

The light shined on Morbius, after his incident with the sunlight, any kind of light would weaken him; after the light had blinded him, Adam leaped onto his back and punched the back of his head, all before flipping them both over and throwing the vampire at the wall.

After Morbius slammed into the concrete wall, he got back up and disappeared into mist.

Spiderman swung around the room, looking for his foe; he found him when the vampire threw a flaming bottle at the hero and knocked him to the ground.

Morbius leaped over to Spiderman, they both began punching and kicking each other; meanwhile, Tinkerer ran into her own issue.

In the monitor room, where Tinkerer and Fluttershy were; Shining Armour and Spider-Girl arrived to help fight. Jupiter turned to see Spider-Girl, “Hey, you’re not supposed to be here.”

Shining Armour replied, “You’re right, I should be at home with my pregnant wife. But instead, I’m here, arresting you.” The captain pointed his gun, which he got back after they escaped, at the Tinkerer. “Hands up.” He ordered.

Jupiter Montage complied with his demands, he grabbed a pair of handcuffs and chained her to a pipe on the wall. Twilight ran over to Fluttershy and untied her from the table, Fluttershy hugged her friend, glad to see her.

“You’re alive?” the hero girl asked.

Fluttershy replied with, “Yeah, I’m glad to see you, Twilight.”

But Spider-Girl then asked, “Wait, where’s Spiderman?”

During the reunion, Spiderman was thrown back through the hole and landed in front of the girls; Fluttershy helped him up and saw the vampire following him.

“Get away from him, my dear; I can make you all powerful, a goddess.” Morbius muttered.

Before the villain could strike, Shining Armour started shooting at him; one bullet slashed his arm and made him roar in pain. Adam couldn’t stop him, Morbius flew towards Shining Armour and grabbed him by the collar.

Morbius pulled a dagger out of his pocket; without any hesitation, Morbius stabbed the dagger into Shining Armour’s stomach. He gasped in pain, Twilight gasped and covered her mouth with her hands.

The vampire pulled the dagger out and let the captain fall to the floor; Adam was beyond mad, he ran towards Morbius and punched him to the ground. Before Spidey could deliver another attack, Morbius disappeared and reappeared next to the DNA laser.

Twilight and Fluttershy had backed away; Morbius stated, “The only way to defeat you is with more power, and I know just how to get it.” The vampire pointed the laser at himself.

Adam yelled, “No, don’t.”

But the machine blasted a green energy beam at Morbius; at first he felt power, but then the change began. Morbius began to cry out in pain, his clothes were tearing as his body changed; his arms grew into large monstrous batwings, his ears grew larger and his fangs longer.

When the change was complete, Morbius had taken the form of a bat; a giant bat.

Spiderman had to stop this thing before it got away; he shot a web grenade at the beast and it went off, it couldn’t fly because it was trapped. Adam ran forward and delivered one large upper-cut to its chin, knocking it out cold; because of the transformation, it was still dizzy.

Morbius was down, but he was no longer part human; the human side of Morbius was gone, the police would have to figure out what to do with him.

Speaking of which; Adam turned around and ran to Shining Armour, Fluttershy and Twilight were already with him.

Shining Armour didn’t have long left, by the time they got him to medical treatment, it would be too late; Fluttershy hugged onto Adam as he walked over.

The captain looked up at them both, he then figured it out; “Of course, it’s you; Fluttershy’s boyfriend.”

Spidey knelt down and took his mask off, “My name’s Adam, sir.”

“Don’t be like that man, that night with that guy with the octopus arms; you saved my sister and her friends, that’s something I could never forget.” He coughed a little before continuing. He looked up at his sister who was stroking his hair, “Tell Cadence I love her, and tell the same to Mom and Dad.”

Before his time came, Shining Armour said one last thing to Adam, “Come here, kid.” He wanted to whisper it to him. He muttered, “You have a good girl there, son; don’t let her slip away again.”

Adam replied, “I won’t.” he turned to Fluttershy, “Never again.” The couple came together in a loving hug; but, when they turned back to the captain, Twilight was crying.

Captain Shining Armour, was gone…

The police surrounded the building, officers flooded into the Sable bas; they found their captain in the arms of the female super hero they’ve known about for a while.

Spider-Girl allowed them to carry him out and put him on a medical stretcher; Spiderman walked out to the police cars with Fluttershy in his arms, an ambulance was here to check over her. Another ambulance was for the diseased; they loaded the captain up and took him to the hospital.

Fluttershy leaned against a car while Adam hugged her close; she managed to mutter, “I was so scared.”

Adam lifted her chin so she was looking him in the eye, through the lenses of his mask; “I made you a promise, I’m never leaving your side again.” He explained; Fluttershy rested her head on his shoulder, they both watched the others come out.

The police had Winter Breeze and Jupiter Montage in handcuffs; they were being taken to the police van, to be transported to Rykers. While the two of them sat in the van, Winter muttered something, “Is that it then, we go to jail; the big plan foiled.”

Jupiter’ replied, “Oh please, the big plan was to make some girl he kidnapped fall in love with him.”

When Winter Breeze heard that, he cried, “What, that’s what this was about; the Master Planner was trying to get a girl to fall in love with him.” He groaned in anger before one of the officers closed the door and the van drove off to the prison.

The next van that came up was ready to transport the large bat creature that was once Morbius; Fluttershy looked over at the creature strapped to a police stretcher, still unconscious from her boyfriend’s punch to his face.

She asked Adam, “Do you think he’ll be like that forever?”

“I don’t know, but at least the police have him in custody; he won’t bother us again.” He replied.

Before they loaded Morbius into the van, Fluttershy could have sworn that his head turned over and he looked at her; just before they closed the van doors. The police van took him straight to Rykers, the doctors there said they would work with him; try and determine who or what he is.

After the whole event, they team had to go back to base and tell the others about what; they didn’t need to explain much, Sunset and the other girls could see the whole thing through Twilight’s mask lenses.

One week later.

Twilight Sparkle, and her family were moaning the loss of their family member; Cadence stood over his coffin, six months pregnant. She cried as she stroked the lid of the coffin; she muttered, “My baby’s never going to know her father.”

Shining Armour’s parents comforted her; Twilight was standing with her friends, Rarity had made them all black outfits.

Adam held Fluttershy by the shoulder, she was crying as much as Twilight.

When it was time, Twilight had offered to do the eulogy at her brother’s funeral; she stood up behind the pedestal and began her speech.

“Shining Armour was more than just a police captain; he was a helpful son, a loving husband and a wonderful brother. When can pick when it’s some one’s time to go, all we can do is help them live in this live, so they can live again in the next.” She then walked over to the coffin, “Goodbye, BBBFF.”

Everyone came over to pay their respects; all except Adam, he had to talk to someone.

An old woman was standing just outside the cemetery, she red lensed glasses made it pretty obvious who she was. Stood next to the woman, he asked her something.

“Is this what you meant, when you said; ‘one will die’?” He asked, in a calm voice tone.

She replied, “Yes, Spiderman; I’m afraid this was what I meant. But now that the threat has passed, you can move on with your life; and return home.”

Madam Web suddenly opened a breech portal to Earth 1, “It’s time for you to go home, Spiderman.”

Adam turned to her and replied, once again, in a calm voice; “No.”

“What?”

“I’m not going back; and let me tell you another thing.” Madam Web turned to him in confusion. “I never want to see you here again, leave me alone and never come back.”

Suddenly, Madam Web’s back was facing the portal; Adam pushed her by the shoulders and she fell through it. Adam said, “Goodbye, Madam Web.”

I live on Earth 16, I live with Fluttershy and I am never leaving this Earth.

So come on, all of you inter-dimensional beings; try and make me leave.

Let’s do this for the very, very last time.

My name is Adam, I was bitten by a radioactive spider when I was ten; and for the last decade, I’ve been the one and only, Spiderman.

I saved the world, saved my home; fought a vampire and won.

And now my life as Spiderman is just getting more interesting; who knows, maybe not today, maybe not tomorrow. So day, I will take off the mask; Spiderman will have to retire sometime in the future.

As long as I have friends by my side, I will never stop fighting the here and now threats…

..because that’s what Spiderman does.

Meanwhile, in the super-villain wing of Rykers prison; three inmates sat in a shared cell, playing cards.

Discord, Trixie and Filthy Rich; the magician turned to the master of chaos and asked him, “When you were first brought here by Spiderman, you said something about getting out and forming some kind of gang. You said something was going to happen, I’d like to know what.”

“My dear Trixie.” Discord replied. “The better question is not ‘what?’, but ‘when?’.”

The End….for now….