Twilight Sparkle: The Amazing Spider-Girl

by Equestrian Defender

Rating: teen
Tags: Principal Cinch, Drama, Spike (EqG), My Little Pony: Friendship is Magic, Other, Adventure, Equestria Girls, Flash Sentry, Science Fiction, Profanity, Violence, Twilight Sparkle (EqG), Crossover, Death, Alternate Universe, Human
Length: 18517

A single spider changed everything. Now, Twilight Sparkle has to navigate 10th Grade at a new school, while also juggling her new responsibilities as New York City's first ever superhero: The Amazing Spider-Girl!

EDIT: Featured 09/23/2020
Honestly one of the few good things to happen to me in 2020.

Twilight Sparkle was just your average ordinary girl. She was incredibly smart, had dreams of being an engineer, and had no friends at her school since they all just labeled her as a nerd to be ignored. And she had no aspirations to be anything more than that.

However, during a summer tour of DisCorp, she gets bitten by a genetically modified spider and was given powers beyond her wildest dreams.

But as we all know "With Great Power, There Must Also Come Great Responsibility."

And after a tragedy makes her see this, she realizes that the city of Manehattan needs hope.

It needs a hero.

It needs Spider-Girl.

The First Story In The NEW Equestria Girls Marvel Universe!
-Starts in June BEFORE the first Equestria Girls Movie.

Published 2020-09-22 03:30:01 UTC
Last updated 2020-12-01 06:15:53 UTC

1: The Day Everything Changed

Arc I: Origins

The City of Manehattan.

A large sprawling metropolis on the eastern coast of the United States, roughly one hundred miles south of Canterlot City. [1]While it wasn't as big as said city, it did come with tall buildings, busy streets, and over seven million people that made up its population (not counting the many tourists who came to see the sights.) It was home to large parks, multiple farms and orchards on the outskirts, factories and power plants, sports stadiums and monuments dedicated to their history. Everything you could've imagined in a city was there.

Sadly that also included the less than savory aspects that preferred to stay hidden in the city's shadows. Aspects such as organized crime run by powerful and influential men, street gangs, drug dealers, human traffickers, the usual muggers and petty crooks, the list goes on. And while the officers of the Manehattan City Police Department did their best to combat this, their efforts never seemed to amount to much.

Especially when many of those officers were actually getting paid to look the other way by one crime lord or another, and the honest and pure ones rarely lasted long in this city.

But our story doesn't start there.

Rather, our story starts in a modest apartment in Midtown, home to the Sparkle family.

Where our main character is just waking up to take the first steps of an epic adventure.

Twilight Sparkle hated mornings. She always had since she was a little girl.

Part of the reason was that whenever she got a major case of the inventing bug, she'd spend hours at night working on whatever gadget or gizmo she was thinking about.

And more often than not, would loose all track of time and either fall asleep at her worktable or crawl into her bed at around 1 o'clock in the morning.

Fortunately last night she was able to make it to her bed and not wake up with some very bad neck and back pain (though she forgot to take off her glasses.)

Unfortunately she had forgotten to close her blinds, which let the June sunshine shine right down on her face.

She groaned before blearily opening her purple eyes. "Darn it, sun. Why can't you let me sleep in?"

If she was expecting a response from the star, she didn't get one. Curious as to what time it was, she grabbed her phone off her nightstand and checked. "8:45 AM. Saturday, June 10th," she muttered. "Great. My first day of Summer." She sighed and sarcastically muttered "Whoopie."

Honestly, Twilight wasn't one of those kids/teenagers who enjoyed summer vacation. While some would think that school was boring, repetitive, and the only things you had to look forward to were either lunch, Gym Class, or the sports clubs.

Twilight on the other hand? She was always a fan of learning new things, and to be honest she was never really into sports. Or Gym class. Really, she was never the most physically inclined, preferring to use her brain over her muscle (not that she had much of that, seeing as how her arms were little more than toothpicks.) The only thing to her that summer had that the school year didn't have was more time for Twilight to work on her inventions or her science experiments.

As she laid her phone down on her nightstand she then noticed the plastic card with a logo on it: DisCorp.

And right next to it, leaning against her bedside lamp was a note that read Don't forget about your tour today, Twilight! -Cadance

Realizing what she meant, Twilight immediately got out of bed and stretched, noticing that while she had ditched her lab coat, she was still in the clothes she wore yesterday. "Okay, first order of business: Shower and a change of clothes."

About thirty minutes later she walked into the kitchen of the apartment, having showered and gotten a change of clothes. She was wearing her usual blue blouse with purple stripes and the purple ribbon bow, a purple skirt decorated with stars, and blue sneakers. Her indigo hair bearing a pink and mulberry stripe was tied back in a ponytail, like she usually did when she wasn't in school.

Smelling the freshly brewed coffee, she poured herself a cup and mixed in far more creamer than should have been legal. As she took a sip, she heard someone say "You know, with the blasphemous amounts of cream and sugar you put in your coffee, it technically stops being coffee and becomes milk."

She rolled her eyes and turned to see Cadence sitting at the kitchen table, a full cup of coffee in her hand. And judging by how messed up her hair was and the bags under her eyes, she clearly needed it. "Flurry Heart?[2]

Flurry Heart was the daughter of Shining Armor and Cadance (her elder brother and her sister-in-law, respectively) and thus her niece. She was only a year old, and was a little bundle of energy that seemed to only need about five minutes of sleep a day.

Which usually led to Cadance or Shining Armor loosing sleep. Not that they would complain about it, since they loved their daughter to death.

Cadance chuckled taking one last sip and then handing the cup to Twilight. "She had a nightmare. And considering I couldn't get her to go back to sleep until about three in the morning, I'm gonna need a little more coffee."

"Ouch."

"Nah, it's fine. Honestly I'm gonna try and cherish these moments. Cause once she starts getting into her teenage years..." She shuddered. "Fortunately I have thirteen years before that happens."

Refilling the cup and handing it back to her sister-in-law, Twilight said "Thanks for reminding me about the tour today."

She smiled. "No problem. I doubt you'd want to miss a big chance like this. Especially since you really earned it when you won at the Science Fair."

Twilight rolled her eyes. "I just built a handheld scanner that can find the smallest traces of forensics evidence, energy traces, possible air toxins, et cetera. It wasn't anything big."

Cadance giggled. "You need to stop selling yourself short. Shining said that if you ever patented that device, every law enforcement agency would probably order them for their CSI units. Your 'not anything big' inventions could potentially make you a millionaire."

"Well, I'd personally be happy with just making enough money to get me through college, pay for a decent apartment, and also cover my groceries."

Cadance blinked, before smiling and said "Well, clearly Shiny and I did something right when raising you. We'll never have to worry about you ever becoming greedy."

Twilight smiled. "Money isn't everything." Checking her phone she asked "Is Spike still asleep?"

She nodded. "Yeah. You know how much of a heavy sleeper he is. You wanna wake him up or-"

She waved Cadance off. "Nah, let him sleep. It's summer and he only got one C on his report card. Let him sleep in before he has to start getting up early for the sixth grade." Picking up her backpack she said "Just make sure he doesn't sleep all day again."

"Can do, kiddo. Just go have some fun."

Heading to the door she muttered a quick "Love you too, sis."

Just before she walked out the door she stopped and looked at a picture on the wall. It showed a much younger Twilight on her first day of Kindergarten, both her hands held by her parents. On her right was her mother, Twilight Velvet, while on her left was her father, Night Light. All three of them were happy and smiling as they stood outside the school, Twilight herself eager for her first day.

She smiled sadly, remembering the good days.

And how they were abruptly ended on a rainy night in June, back when she had just turned six.

Shaking those negative thoughts out of her head, she sighed. "I gotta remember to visit you guys soon." Seeing the time she said "Gotta go. Love you guys."

And with that she left the apartment, hoping to catch her bus on time.

Completely unaware of how drastically her life was about to change.

Roughly an hour later Twilight was standing in front of her destination: DisCorp Tower, the American headquarters of the international corporation ran by its CEO and founder, Discord Q. Draconequus.

And anyone with two brain cells could tell that the name DisCorp was a pun on his first name, Discord. Even he admitted it in an interview, saying one of his future employees came up with it as a joke, and he thought it sounded clever and the name stuck.

The tower itself was roughly 150 stories tall, with a large communications tower on top of it. With the exception of the tinted windows and the large DisCorp logo printed horizontally on the side of the building (which happened to be lights that glowed green at night) the building itself was constructed entirely out of silvery-white metal that reflected and gleamed in the sun. Within the large tower were several laboratories, offices, some living quarters, testing areas for inventions, storage areas, the works.

It was a place Twilight could only dream of interning/working at after or during school/college.

After passing through security (which involved walking through an X-Ray/Metal Detector combo, being checked for any bugs or listening devices, having her phone confiscated since a lot of the projects were government sponsored and several of them were [Classified] so no pictures, and told she'd get it back when she left) she joined up with one of the tour groups. As she looked around at all of the other people there she noticed that out of all the high schoolers there, she was the only one who attended Crystal Prep Academy (though to be honest she wasn't actually surprised. She really did fill all the requirements for the Lonely Nerd role.)

Anyway, after a few more minutes of waiting their tour guide finally showed up. It was a young woman in her early 20s, with raven black hair and emerald green eyes, dressed in a buttoned-up white lab coat that stopped around her knees, revealing a plain black skirt with matching socks and high heels. "Hello everyone," she said with a smile. "I'm Savannah Scales, one of the interns here. Welcome to DisCorp HQ."

One of the students there asked her "You wouldn't happen to be related to Doctor Samantha Scales, would you?"

Savannah giggled. "Yeah. She's actually my mother."

That was news to Twilight.

Doctor Samantha Scales was a world famous geneticist, with Masters Degree in multiple fields of genetics and Herpetology (aka Reptile Science.) But as far as the rest of the world knew, she had no family except for her husband, who had sadly passed away due to cancer years prior.

That answer got a slew of new questions from the group, but Savannah held up a hand and cut them off. "I hate to be rude, guys, but you're here to see the wonders of science that we work on here at DisCorp. Not to learn about me and my mother's personal and family lives. Not only that, but we also have a schedule to keep. So, if you guys will follow me please."

That got them to be quiet, and as such she led them down a hallway towards one of the labs.

He's getting impatient, Discord.

Discord Q. Draconequus sighed in frustration for what felt like the fifth time since this chat started. Pushing that frustration down he typed back his response: And as I've told him, he and his associates shall get the products when they're ready. And suffice to say, they're not ready yet.

Need I remind you how much we're paying you for this? My employer spent quite a bit of money to pull you and your company out of the financial red zone. He's expecting that money to be paid back. With interest.

And need I remind YOU, that I'm doing this under the noses of the board of directors, security, and pretty much everyone in my company? And that if they, the Manehattan Police Department, the FBI, or any Law Enforcement Agency happen to catch a whiff of something amiss, this could all get very ugly very fast for everyone involved? Including your employer and all of his associates? Including you?

There was a lengthy pause, before the recipient replied We understand that. But the problem is that our operation is going down very soon. And we can't do said operation without those products we requested.

The products are almost done. But if I give even one of them to you now, they will most certainly fail you in the field. I just need a few weeks and they'll have a 100% chance of success.

As he clicked SEND MESSAGE he mentally prayed Please accept that. Please accept that.

The reply was short and sweet: You've got four weeks. And you had better deliver. Or else I'm sure the press would love to hear about all of those skeletons you got locked away in your closet.

Discord cursed under his breath. "Oh, how I wish I could find some leverage on those clowns to hang over their heads. See how'd they like that."

Nonetheless, he typed back that they'd be ready by then, and ended the chat. He then promptly pinched the bridge of his nose, feeling a headache coming. "It's like these people don't understand that this technology is experimental, and trying to turn it into weapons is going to take time." He sighed, taking out a bottle of ibuprofen and popping in two pills, dry-swallowing them.

"But I suppose the Storm King was never really known for his patience..."

"And this is the Genetics Department."

The automatic door closed behind them with a pneumatic hiss! as they beheld the site before them. State of the art equipment as far as the eye could see; genetic sequencing machines, mixing machines, cages full of small animals (mostly pure white lab rats like you see in the movies) fume hoods and Bunsen burners, you name it it was here.

And standing in the middle of the lab giving orders to the assistants and other scientists was a woman in her late 40s. She looked a bit like an older Savannah, with her raven black hair having a few gray streaks through it. But her eyes were a light red color behind wire-rimmed glasses, and to the shock of most of the group her left arm was a metal prosthesis (though with very articulated fingers.)

Noticing the tour group she waved with her prosthetic hand and said "Hello everyone. I'm sure most of you know who I am. But for those of you who don't, I am Doctor Samantha Scales. And yes, Savannah is my daughter. But that doesn't get her any special privileges here. Though I am immensely proud of her for getting here."

Savannah rolled her eyes, but smiled nonetheless. "Love you too, Mom."

Turning her attention back to the group she continued "So, here in this lab we work on new advancements in medicine and genetic therapies. The breakthroughs we make here will hopefully lead to a better tomorrow for mankind. A tomorrow where diseases like Cancer, Ebola, Malaria are little more than footnotes in history. Genetic disorders like Parkinson's, Alzheimer's, Autism Spectrum will never bother our children or our children's children. And with enough time..." She took a longing look at her prosthetic left arm. "Hopefully, one day we'll be able to help those who've been badly injured in accidents." She smiled back at the group and finished "But the first step on that grand crusade, is right here in this room."

Twilight smirked. The way Doctor Scales talked about her work was very inspiring, with a passion for science that almost matched her own. Frankly, Twilight could imagine that this could be her in a few years (though hopefully without the robotic arm.)

Clapping her hands, Doctor Scales asked "Now, would anyone like to venture a guess as to how we're planning on doing this?"

One of the group raised their hand and guessed "Stem Cells?"

She smiled. "Promising. VERY promising. But the idea I'm thinking of is a bit more... radical. Anyone else?"

Nobody else raised their hands, so Twilight raised hers. "Cross-Species Genetics?"

Doctor Scales smiled. "Bingo. Care to explain what exactly that is?"

She gulped, suddenly nervous. Don't panic, Twilight! Just... do what Cadance told you. Inhale, count to ten. Then exhale, count to ten.

After a quick round of that, she said "Well, certain species of animals are able to regenerate their limbs after losing them either due to a predator attack or from an accident. Their genetics are adapted to do this, but a human being's is not. The idea is to transplant the specific genes responsible for their regenerative abilities, and place them in a human being. If that's successful, you could be able to heal from just about anything: loss of limbs, broken bones, spinal damage, the list goes on."

"Thank you. And you are?"

"Oh! Twilight Sparkle."

"Well, Miss Sparkle is correct. The idea behind-"

At that moment her phone rang, cutting her off as she pulled it out to see who was calling her. "Oh. Um, Savannah can you take it from here, please? I need to take this."

She nodded. "Of course, Mom."

As she left to go to her office, Savannah looked to the group and said "Alright. So, you guys are free to look around the lab, but please mind the rules you got when you came in. No tampering with the equipment, no bothering the scientists if they seem busy, and absolutely do not touch anything. If you break even one of these rules, you will be escorted out by security. We all clear?"

They all nodded, not wanting to get dragged out by those very intimidating security goons out front.

Meanwhile, in her office, Doctor Scales was thankful the walls were soundproof. "What do you mean you lost Specimen 6," she asked worriedly.

"I'm sorry! One of the interns didn't bother to lock the cage right before I rolled it out. By the time I got to your lab, it had already broke out!"

She cursed under her breath. Specimen 6 was one of the few specimens of her project that had managed to survive the process, the product of years of research finally bearing fruit. Sure, she had other specimens that were still alive they could use for their tests, but there was no telling what could happen if it got out of the tower.

Sighing she said "Just... make sure security's informed about it. And be sure to remind them that I need it alive."

"Yes, Ma'am. And again, I'm so sorry."

She didn't answer, just hanging up the phone and putting it back in her pocket. "Now where did you go, 6?"

Twilight was absolutely enraptured by what she was seeing, a 3-D model of a Komodo Dragon that alternated between it skeletal, muscular, and vascular system.

So enraptured in fact that she never noticed a small spider climbing down from the ceiling on a web line, landing softly on her shoulder.

The spider itself was an odd-looking one: a mostly royal purple body, but with midnight blue legs and pure white eyes. Painted on its abdomen, almost like a tattoo, was a yellow number '6.'

It slowly walked along her should towards her neck, Twilight not feeling or noticing it even as it placed one of its legs on her skin.

She did however notice it when the spider sunk its fangs into her neck, delivering a dose of its venom into her bloodstream.

Twilight for the most part only felt pain equivalent to a bee sting, brushing her hand against the back of her neck and knocking the spider off. She got a brief glance at it as it crawled under one of the lab tables, barely noticing its odd coloration. "What did I ever do to you, Spidey," she grumbled.

She felt a brief chill, like someone was slowly pouring ice water down her neck. But it passed just as quickly as it came. "Huh. That was weird. I wonder if-"

"Okay everyone," Savannah called. "If you'll follow me, we'll be heading towards the Robotics Labs."

Her spider-bite now forgotten, she joined up with the rest of the group as they were led out of the lab.

Completely unaware that the bite of that Spider had just changed her life in ways she couldn't even begin to imagine...

Author's Note

[1]: If you guys are wondering why I'm using Manehattan instead of Canterlot like most Equestria Girls fics do, the answer is fairly simple. Most incarnations of Spider-Man/Spider-Girl/whatever comes after the Spider- tend to take place in New York City or whatever stand-in is used for New York City. There are some exceptions, but for the most part the Web-Slinging wonders tend to be stationed in the Big Apple.
Plus, while it's mostly assumed that Equestria Girls takes place in the Human World's version of Canterlot, we're never explicit told it IS Canterlot. Just because the city happens to have a place named Canterlot High School doesn't mean the city itself is named Canterlot.
Plus, it's an MLP/Marvel fanfic. New York City, especially Manhattan, is pretty much the center of their whole universe.
[2]: Okay, I'm sure somebody's going to comment on this. This story takes place before the first Equestria Girls movie, roughly between Season 3 and 4 of canon. So why is Flurry Heart here right now in the Human World?
Because in this version of events, the Human Shining Armor and Cadance have been married for roughly five years at this point, while in my timeline for Equestria (where each season lasts roughly six months) by the time Princess Cadance gets pregnant in Season 5, she and Shining Armor have only been married for about a year and a half. Since their human counterparts have been together longer, it would make sense that they'd have Flurry Heart by now.

Oh, boy. Am I just waiting for the inevitable backlash.

Let's address the elephant in the room right now: I changed the person who got the spider powers to Sci-Twi instead of Flash Sentry. Why did I do that despite saying I was still going to go with Flash Sentry?

Well, a few reasons.

First reason is that honestly, this is actually the easier route. Take out the Midnight Sparkle BS from Friendship Games, and Sci-Twi in that movie was basically a female Peter Parker pre-spider powers. She's a brilliant scientist, but she doesn't have the ego or arrogance of Tony Stark. She manages to make multiple high tech inventions on a limited budget, and she has very few friends, if any.

Second reason is that no matter which way I looked at it, I couldn't write the new story if I made Flash Sentry Spider-Man. I tried, even considered using some of the ideas several commenters gave me for Web Shooter substitutes. But none of them really worked in my mind.

And lastly, I actually came up with a better idea for Flash Sentry that I feels work much better. I will not spoil that, but I assure you he will still play a major role in this story. And yes, SciFlash shippers. They will still get together. Just be patient.

And before you guys flood the comments with questions, let me make a few things clear.

I'm playing this story like the Sam Raimi and Mac Webb films, with the future Spider-Girl being Manehattan's first superhero. The Avengers haven't been formed yet, not has S.H.I.E.L.D. There have not really been any other major big time superheroes that the public has seen yet, so Spider-Girl will eventually be the first.

On that note, this chapter covered Twilight getting the Spider-Bite. And we get a look at some characters who I'm SURE won't become important in the FUTURE. Yeah, I'm lying. They will become important. Assuming you guys are still following this story after this (and assuming you don't decide to mob me with Torches and Pitchforks for swapping Flash Sentry for Twilight) next chapter will involve her discovering her powers and all the whacky hijinks that come with it.

Until next time, Equestrian Defender, out!

2: Does Whatever A Spider Can

The rest of the day passed by pretty quickly, with the tour taking them through most of the labs in the building. Granted there were a few they couldn't get into that were part of the [CLASSIFIED] projects, but overall they still saw plenty of cool stuff. Frankly the Nanofiber lab and the Robotics lab were some of the highlights for Twilight, along with the Genetics lab.

But eventually the tour had to end and Twilight found herself on a bus heading home.

Or she would've had her stomach not decided she was going to stop and get a double bacon cheeseburger with lettuce, onion, no mayo, no mustard, no tomato, and extra pickles. Plus a side of fries and a strawberry milkshake.[1]

Though to be fair she did skip out on breakfast that morning, so she couldn't blame her stomach.

So instead of a bus she ended up taking the subway home, thankfully finding a car that wasn't too full of people. As it was there were only three people. Two of them were a mother and daughter with blond hair and yellow eyes, the mother having eyes that seemed to look in two different directions at once. The mother was talking on a phone to someone (judging by the smile on her face and the words used she guessed either her boyfriend or her husband) and the kid was reading a comic book. The third was an elderly man with hair that was light gray to almost white, a bushy mustache in the same color, and a pair of glasses. He looked at the kid, smiled and said "Try and be careful with that comic, kiddo. It's a first-edition."

The little girl nodded and replied "Got it, Mister Lee."[2]

Twilight couldn't help but smile at that. Nice to see there are at least some nice people in this city.

She was jarred out of her musing by the screeching of the train's brakes as it came to a stop, which for some reason sounded louder than normal. "They should really get that checked," she muttered.

Once she was back on the surface she walked the last few blocks to her apartment, fighting against the knot forming in her stomach as she walked inside the building, as well as a feeling a bit lightheaded. "Ugh... why did I get the double cheeseburger," she groaned.

A slightly pessimistic voice in her head whispered Maybe it was the spider bite.

Don't be ridiculous. I've been bitten by spiders before and it never made me feel the least bit queasy.

True, but those were just common house spiders. That spider wasn't exactly normal. It could've been an experiment that got out of its cage, having been genetically modified or exposed to unholy levels of radiation. And if it bit you, then-

She hit herself on the side of the head. Oh, shut up! It's nothing major. I will go to bed early, and tomorrow morning I'll wake up and everything will be fine. Nothing weird is going to happen to me!

The moment she walked into the apartment she immediately heard a baby laughing. Seeing Cadance in the kitchen cooking something she smiled and asked "What's Flurry Heart watching that's got her so happy?"

Cadance smiled and replied "Gravity Falls."

"Good choice."

"Well, Spike was the one who put it on." She then looked at Twilight and asked "You feeling okay? You look a little pale."

Twilight couldn't comment on that since she didn't have a mirror on hand, but she replied "I think I ate something I shouldn't have."

Cadance walked over and placed a hand on Twilight's forehead. "Ouch. You're running a slight fever."

"I'm fine." Looking around she asked "Where's Shining?"

Cadance sighed sadly. "Working late tonight. Apparently they got a new lead that might help them figure out the identity of the Storm King."

That got Twilight's attention, since it was arguably one of the Manehattan Police Department's biggest cases.

The Storm King was arguably one of the biggest organized crime leaders in the city, with a serious foothold in drug trading, racketeering, illegal arms dealing, money laundering, the list went on. The only thing he didn't seem to deal in was human trafficking or prostitution. But regardless he was ruthless, efficient, and very good at hiding his tracks. The only reason the MPD even got his alias was because one of his goons actually cooperated and told them what he knew (which wasn't much but it was enough to break up a drug deal.)

Two days later that goon was found dead in his cell, poisoned.

Ever since then the MPD has been working overtime, chasing every tip and lead that they managed to snag. But the Storm King remained ever elusive. "So he's gonna be pulling an all-nighter?"

"Unfortunately." Deciding to change the subject, Cadance asked "You sure you don't wanna take some medicine?"

The thought of it was enough to almost make Twilight hurl right then and there. Especially because Cadance and Shining Armor always bought the cherry flavored NyQuil, which never agreed with Twilight's stomach or taste buds. "Cadance, it's probably just a stomach bug. A good night's sleep and I'll be perfectly fine tomorrow morning."

She looked like she wanted to argue, before saying "Alright, you win. Just as long as you actually go to bed and don't pull another all-nighter of your own."

Rolling her eyes, Twilight said "Don't worry, Cadance. I'm going straight to bed."

"Okay then. Good night."

Pulling a bottle of water out of the fridge, she said "Night, Cadance."

She downed the bottle of water before she exited the kitchen. She stepped into the living room-

-and had to clamp a hand over her mouth to stop from cursing as a sharp, searing pain erupted in the bottom of her foot. She looked down and immediately saw the culprit; a bright red LEGO brick. "Spike, did you spill your LEGOs again?"

"Ehehehe. I'd be lying if I said 'No.'"

She looked to see her ten year old little brother, wearing a green tee-shirt and purple cargo shorts. His emerald green hair was in its usual mohawk, which matched his emerald green eyes. He smiled bashfully and said "Sorry about that. I was carrying one of my creations out here to work on it, and Flurry Heart threw her bottle and... well..."

She looked and saw that the whole floor was actually covered in red LEGO bricks, along with a few yellow and some black ones. Some were by themselves, others were clumped into various shapes and sizes, and in the middle of it all was a half full baby bottle. Twilight looked over into the living room, seeing Flurry Heart trying to look as innocent as possible with those sky blue eyes of her. Smirking, Twilight picked up the bottle and handing it down to her before ruffling her purple and blue hair and saying "Wow. For barely a year old she's got a mean throwing arm."

"Why do I get the feeling when she starts going to school she's going to be a total tomboy?"

"Don't let Cadance her you say that." She looked over at the dining room table, noticing what looked like the remains of a bird's talons on a bunch of black and red-orange bricks LEGO bricks formed like a volcano. "So, what movie monster are you trying to recreate in LEGO?"

Spike smiled. "Rodan."

"Which era?"

"Monsterverse. Already got the right paints for when I got the thing put together." He looked over at Flurry Heart and added "Assuming a certain someone doesn't nail him again with a ballistic baby bottle."

Flurry Heart's response was to stick her tongue out playfully at Spike, earning a giggle from Twilight and an eyeroll from Spike. "Cheeky little brat," Spike muttered.

"You probably shouldn't have taught her that."

"I didn't. Shining did."

"Suuure. Well, have fun."

"Can do."

After a quick shower and changing into some night clothes, Twilight collapsed on her bed. Hopefully tomorrow I'll feel a lot better.

Or you could wake up tomorrow with four additional limbs, eight eyes, and poisonous fangs that-

Whatever her imaginary voice was about to say faded out as sleep overtook her.

And the spider's venom that had been slowly spreading through her system began to change her...

Meanwhile, in a shady apartment, a man was have a video chat with his boss on his laptop. "So Boss, how's it going?"

"Very good, Stinger," his boss replied. "I just managed to secure another contract to construct a block of luxury condos over in Chinatown. The deal went down for several million, and the stock for my company has raised several points."

"Well congrats," the man named Stinger replied. "But I get the feeling that ain't why you called me on the encrypted line."

"Too true, my friend. I have a... problem, that needs taken care of."

Stinger smirked. "We talking a 'persuade this guy' problem, or a 'take him out of the picture' problem?"

"The latter, unfortunately. A certain Police Lieutenant is becoming a bit of an... annoyance, if you will. While the biggest majority of the Police in this city can be bribed, bought, or coerced into seeing things from my point of view, he absolutely refuses to. And sadly, he's starting to get a following among his fellow officers."

"Sounds less like an annoyance and more like a major thorn in your side, boss."

"To each their own, Stinger. I believe he needs to be made an example of, to remind the MPD and the mayor who really owns this city. Can I trust you to do that?"

"Have I ever let you down before?"

The man on the other end laughed. "Of course not. I'll be sure to send you your payment in the usual manner."

"Good. Any specific way you want Mister Goody Two-Shoes taken out?"

"Surprise me. Those who dare stand against the King-"

"-shall face the wrath of the Storm," Stinger finished, ending the video call.

And as he walked away past the window, on his right bicep was a tattoo; a scorpion of a sickly green color...

Twilight groaned when she felt the sunlight hit her face. "One of these days I'm going to remember to close the blinds before I go to sleep."

She pulled herself out of bed and stretched, noticing that she was no longer feeling queasy or light-headed. "Well, I feel better. Now to just get changed and... And..."

As she finished her stretch her eyes had happened to stumble upon the full length mirror in her room, and what she saw in her reflection shocked her.

Cadance had always joked and said that she was too skinny, with Shining even adding that she had noodle arms. And the other girls at school all loved to make jokes at the fact that she was a bit short for her age by a few inches.

But now?

Seemingly overnight she had put on a significant amount of muscle. Not enough to be considered a bodybuilder, but enough to look like she regularly attended a gym (which she didn't) or that she was on a steroid regimen (which she didn't and never would.)[3] Hell, she'd even grown a few inches overnight, which made her realize she was now actually a bit tall for her age.

And then she noticed another surprise; she wasn't wearing her glasses, and yet she could see perfectly fine. She quickly grabbed her glasses off of her nightstand and put them off, finding that the glasses blurred up her vision. She repeatedly took them off and on, but the effect was still the same; she didn't need her glasses anymore. "That's weird."

She immediately pinched herself, which confirmed that she wasn't dreaming and all of this was real. "Okay, what the heck? I thought puberty was just supposed to be raging hormones and pimples? Not sudden growth spurts, muscle growth, and perfected eyesight. Unless..."

Her mind flash-backed to yesterday, and the strange looking spider that had bit her at DisCorp. Her hand subconsciously touched the spot it bit her on her neck, feeling the scab over the puncture wound. "No. No, it couldn't be. That's something that only works in comic books."

There was a knock on the door. "Twilight. Are you awake?"

Putting those thoughts in the back of her mind she replied "Yeah, Cadance. I just woke up."

The door opened a crack and Cadance poked her head in. "Well, you seemed to be doing better."

"Yeah. I feel better than ever, actually."

"And I see you finally decided to try out those contact lenses I got for you a month ago."

She was momentarily confused, before she remembered she wasn't wearing her glasses. "Yeah. Figured I'd try something new." She smiled and added "Who knows? Maybe if I like them enough, I'll wear them to school."

"Atta girl. Anyway, I figured I'd check on how you were doing since you slept in till 10."

Surprised, Twilight looked at her phone and said "Wow. Okay, give me a few minutes to get changed and I'll be down for breakfast."

"Better hurry. Shining made pancakes before he left this morning, and you know how much Spike loves them."

Twilight rolled her eyes and said "I'll be down in a few minutes."

Once Cadance was out, Twilight took a deep breath. "Okay, breathe Twilight," she whispered to herself. "Everything's fine. You just, had a growth spurt and your eyes spontaneously corrected themselves. Nothing is wrong."

She moved to her closet to get changed out of her nightclothes, managing to open the door...

...but with a metallic screech she tore the door knob off, the object sticking to the palm of her hand like she'd put superglue on it. Looking at it she said "I take it back. I need to get to my lab to figure out what's going on." Looking at the door knob stuck to her palm, and sighed. "After I make a quick trip to the Hardware Store."

After managing to get the door knob to stop sticking to her palm, brush her teeth and eat some breakfast without any more incidents (though she would be needing a new toothbrush) she fixed her closet door knob and then headed for her lab.

Though calling it a lab was a bit of a stretch.

In truth, her lab was really an abandoned warehouse in an equally abandoned junkyard. She'd discovered it when she had been searching for parts for one of her new gadgets, and had been surprised to find the place still had power. And surprisingly enough, it actually had some old scientific equipment that was still in pretty good condition. Granted, it was a bit out of date and the repairs she did involved A LOT of duct tape, but they still worked. Mostly.[4]

One such device that mostly worked was a DNA analyzer that could scan a blood sample and give a readout of all sorts of things.

And hopefully it would be able to tell Twilight what the hell that spider-bite did to her.

After submitting the sample the computer began to run its scans, which according to its status bar would take roughly 30 to 45 minutes. So while she waited for that to happen, Twilight decided to do a few tests to see what other changes had occurred because of the spider bite.

She found that she was now able to adhere herself to walls, the door knob being a bit of a hint at that. But surprisingly it wasn't limited to her hands. Her feet, despite being inside her sneakers, could cling to the walls of the warehouse just as much as her hands. She actually managed to climb all the way up to the ceiling, surprising herself as she was usually afraid of heights.

However, she quickly found that if she lost focus for too long, she'd unstick and fall. Fortunately, she had managed to save herself from serious injury by grabbing a nearby hanging chain and swinging from it like Tarzan.

Though she did still get a bit of a jolt when she swung into the wall opposite.

Once she recovered from that, she looked on her phone and found that some spiders could actually lift up to 170x their own weight. Assuming that now applied to her, she should be a lot stronger.

So she tested that, by lifting up an old dryer that someone had shoved several car motors inside. It had to weigh roughly about one hundred pounds at least.

She lifted it up like it was nothing, and then threw it all the way across the warehouse, hearing a satisfying CRASH!! as it slammed against the far wall.

Twilight looked at her hands after that, surprised and shocked at these new developments. "I was wrong. It was that spider. But what the hell did they do to that spider that could've done all this to me?"

At that moment a computerized BEEP! and Twilight rushed to the Analyzer to see the results. "Okay, let's see what we got." She began reading the results and listing them off out loud. "Doesn't look like the changes to my DNA is gonna turn me into some sort of half-human, half-spider monster. But the changes are a permanent part of my DNA. Enhanced strength, reflexes, adhesion abilities; knew those already. Moderate Healing Factor? Really hope I never have to find out HOW moderate that is." She squinted at one in particular. "Precognitive radar sense? What does that-"

At that moment she felt a slight buzzing in her head, and almost immediately her head turned to the side and her hand seemed to move on its own.

By the time she registered what had happened, the remains of a horsefly were found squished between her forefinger and her thumb. "Huh. Guess that's what it meant." She quickly wiped the remains off of her fingers and looked back to the computer. "Anything else?"

Before she could read it again the information on the computer screen began to distort and buzz, before the whole screen went blank. "UGH, COME ON," she growled, slamming her hand against the side. "I JUST FIXED THIS THING!"

The only response she got was a few sparks from the machine, an acrid smell and some black smoke coming from behind one of the panels. She groaned, grabbing a fire extinguisher. Once she popped open the panel and blasted out the flames, she sighed. "Great. There goes that machine."

Once she was certain that the analyzer wasn't going to burst into flames and explode, Twilight sat down on a folding chair and digested all the information. "Okay, I have superpowers now," she said aloud. "That's... obvious. I'm stronger, faster, more agile, and I can stick to walls."

She paused and asked herself "So, what am I going to do with them?"

She really didn't want to tell DisCorp or anyone in the scientific community about this. After all, she'd probably end up on some operating table getting dissected or vivisected so they could try and fined a way to replicate what happened to her. Of course that's assuming she didn't end up getting captured and taken in by the government and forced to become some sort of government bio-weapon.

She thought about her situation and how it felt like something out of one of Spike's comic books. Most of the characters that went through something like this usually ended up putting on a costume and becoming a superhero to fight crime.

But honestly...

"That's ridiculous," she told herself. "I'm no superhero. I'm nowhere near brave enough, or crazy enough to do something like this. Frankly if I tried to do something like that I'd be-"

BZZT! BZZT!

Her monologue was interrupted by her cell phone ringing, which was showing that Shining Armor was calling her. Answering it quickly she said "Hey BBBFF. What's up?"

"Oh, nothing much. Just got on lunch and I figured I'd call my favorite sister."

"I'm your only sister, knucklehead."

There was a laugh on the other end, and Shining replied "Which automatically makes you my favorite."

She rolled her eyes at his corny Dad-joke. "Is there any specific reason you wanted to call me?"

"Actually, yeah. My lunch break is good for an hour and I'm just a few blocks away from Mom and Dad. I was thinking of dropping by and saying Hi, and I was wondering if you wanted to join me?"

She thought about it for a moment before she replied "I'm only a few blocks out myself. I'll meet you there."

"Cool. See you later, sis."

"See you later, bro."

"Oh, and be sure you pick up some flowers."

She smiled sadly. "I got it. I know how Mom likes her lilies."

Once she hung up she grabbed her backpack and slipped out of the warehouse, keying in her phone the location of the nearest flower shop. Looking at the rapidly clouding sky, she said "I really hope it doesn't rain. I don't have an umbrella."

Meanwhile, Lieutenant Shining Armor of the Manehattan Police Department casually drove down the street, his radio not picking up any chatter. A bit happy at this, he continued driving towards where his parents were...

...unaware of the man discreetly tailing him driving an unassuming black car...

Author's Note

[1] Am I the only one who's really hungry for a burger right now? It can't just be me.
[2] Hope you guys don't mind the Stan Lee cameo.

Rest In Peace, Stan Lee. Excelsior! :fluttercry:
(Please note that the author was not crying when he wrote out this cameo. He was sweating through his eyes. Really.)
[3] Don't do drugs, kids. It NEVER ends well. Ever.
[4] It may be a bit much to believe, but considering all the weird science crap Sci-Twi has in the canon movies and shorts, as well as the fact that she made a robotic dog to be puppy Spike's girlfriend, I think we can let this one slide.

Okay, so quick note. A writer on this site named Flufux has their own Spider-Girl story

TThe Awesome Spider-Dash: Origins

Equestria Girls

Romance

Adventure

Drama

Rainbow Dash was once just an ordinary teenage girl going to Canterlot High, but then, one day, she got bitten by a mutated spider and woke up with superpowers beyond her wildest dreams. But what will she do with them? (Flutterdash pairing)

Violence

Human

Crossover

Alt. Universe

Gilda

Nightmare Moon

Rainbow Dash (EqG)

Sci-Twi

Fluttershy (EqG)

Flufux · 172k words  ·  67  28 · 2.4k views

. I haven't read it in a while (and in fact I actually need to catch up with it sometime since I'm kind of behind on it.) so I kinda forgot that they put in their notes that they were planning on having the Storm King be their Kingpin Expy in their story. Oops.
For the record, I never intended to steal their idea. I only used the Storm King in this situation because I already have plans for King Sombra and I didn't feel like using an OC (frankly cause I already have plenty of those lined up for future villains.) But yeah, they technically came up with the idea first. So credit goes to them for the idea.

This chapter covers Twilight getting her powers, her doing a few tests to see what happens, and the Storm King sending one of his best hitmen to take care of a problem. I think you guys can connect the lines on where this is going from here.

So yeah, be forewarned, the next few chapters are going to get a bit tragic. Get your tissues ready.

But before you do that, I feel like asking you guys: "What is your favorite Spider-Man movie?" Please leave your answer in the comments below.

Until then, Equestrian Defender, out.

3: Tragedy

After grabbing a bouquet of white lilies, Twilight walked the remaining few blocks to where her parents were.

A graveyard behind a church, with a small sign in front of it reading Silver Woods Cemetery.

Twilight sighed as she walked down the path. She didn't visit as often as she used to, but when she was younger she used to come here at least once a week. Even now, she still knew the shortest route by memory.

Eventually she came to a large gravestone with two names inscribed upon it, placed in a small shady spot under a large oak tree.

Twilight Velvet Sparkle 1970-2011
Night Light Sparkle 1966-2011
Loving Parents
Good People
Gone Too Soon
"Hope is a good thing. Maybe the best thing.
And good things can never die."

She let out a sad sigh as she looked at it. Hard to believe it's almost been ten years since that night. When some drunk got behind the wheel of his car and- No. Not going to dwell on that. I'm hear to say hi to Mom and Dad. Not reminisce on one of the worst days of my life.

Gently laying the lilies in front of the stones, she said "Hey Mom. Hey Dad. It's me, obviously. I'm sorry I haven't visited in a while. Freshman year at Crystal Prep was kinda rough. Something I'm sure the two of you can agree with since you both survived there.

'Spike's doing good. Still misses you, though he's not alone in that department. We all miss you." She chuckled. "You'd be proud of your granddaughter. Flurry Heart managed to throw a baby bottle hard enough to wreck one of Spike's LEGO monsters. Wish I had bee there to see it.

'Cadance and Shining are both doing great. Though sometimes I think they both could use a vacation. Can't imagine it's easy having to be the legal guardians for me and Spike while also being parents to an energetic little baby like Flurry Heart. All that while Cadance has her duties as Dean of Students while Shining's doing his best to bring down the Storm King. Yeah, if anyone deserves a vacation, it's those two."

"I doubt we're gonna be getting that vacation anytime soon."

She turned to see the familiar form of her older brother, still in uniform. His two-toned blue hair was cut a bit shorter than he usually kept it, which definitely helped show his blue eyes. She immediately noticed that he was now only a foot taller than her, as opposed to his usual foot-and-a-half. "Wow. Cadance did say you seemed to have hit a growth spurt, but I didn't believe her."

Twilight rolled her eyes, silently thanking the spider-bite for giving that growth spurt. "Good to see you too, Shiny. Any luck with your investigation?"

Shining sighed. "Nothing concrete yet. But I do feel like we're about to catch a break." Looking down at the foot of the grave he said "White lilies. Mom's favorite."

Twilight nodded. "Exactly."

Both of them stood in silence for a few minutes, their minds flashing back to some of the good memories they had with their parents. Though admittedly Shining had a bunch more than Twilight, seeing as how she was only six when the accident happened. She did remember reading a chemistry textbook late at night with her father, and asking her mother questions about her new book. She smiled sadly at the memories.

Finally, tired of the silence, Twilight asked "How's Storm Sentry doing?"

"Bored out of her mind," Shining eventually replied. "On the plus side, the doctors say she's only got one more week of rehab before she can get back out in the field." He smiled. "I wouldn't worry about her, though. She's a tough girl."

"I'm sure," she replied with a smirk. "She'd have to be tough to put up with a partner like you."

"Hey, I resent that!"

They both laughed at that, before Twilight asked "Hey, Shining?"

"Yeah, Twily?"

Figuring out in her head the best way to put it, Twilight began "Well let's say, hypothetically speaking, you could do things. Things other people would think are impossible. Things that some people would think are amazing, but others might think are incredibly terrifying and possibly dangerous."

Shining nodded, before asking "Have you been reading Spike's comic books?"

Figuring it was the best way to keep the conversation going, she nodded. "A few of the Masked-Matter Girl comics are pretty good. Except for that one where she sells her marriage to a demon to save the life of her dying aunt. That one sucked."[1]

He nodded in agreement. "Yeah. So, you're basically asking me what I would do if I had superpowers?"

"Yeah. I just... I had a dream where I woke up with superpowers, really amazing ones too. I just... If it ever did happen, I don't think I'd make a good superhero."

"Why not?"

"Because, I'm a total nerd who's scared of just about everything. And because I don't really see myself able to do the whole gimmick of putting on spandex and going around fighting criminals."

Shining smirked. "Or you're just overthinking things like usual."

She rolled her eyes at that remark. "Seriously though, Shining?"

He chuckled. "Well, believe it or not, I actually had a similar talk with Dad."

"Really?"

"Yeah. Only instead of being a superhero, it was about me being a police officer." Seeing the disbelieving look on Twilight's face, he said "Believe it or not, I wasn't actually all that confident about being a cop: putting on the uniform every day, being responsible for the safety of the people of this city, and there being a very good chance of me getting shot and killed. All of that while living in a city with one of the highest crime rates in the United States, with a police department that's divided into complete rookies, total cowboys, corrupt cops taking bribes form crime bosses, and all while a bunch of lawyers and attorneys play obstructive bureaucrat and put as much red tape as possible in front of you to stop you from doing your job." He took a deep breath after getting all that out. "Don't let anyone tell you law enforcement is an easy job."

"Especially if you have a wife and kid to worry about. And me and Spike," she added.

"Exactly. I'm probably gonna end up going bald by the time I hit my forties.

'Anyway, I talked to him about it, and he said I was right. The job could be stressful. The job could put a lot of pressure on me. The job could probably come very close to breaking me. Probably would break me at one point in my life."

"But you still wanted to do it?"

Shining nodded. "Yeah, after Dad taught me a bit of his personal philosophy." Seeing he had Twilight's attention, he continued "Dad always believed that when you see someone who needs help, or if you know someone who needs help, and you have it in your power to help them, then you have a moral obligation to do it. Or to put it in much simpler terms: With Great Power, there must also come Great Responsibility.

'And he told me it was fine to be scared. Honestly, everyone feels fear. But what makes someone brave is that they don't let their fear stop them, and they keep moving in spite of it. And honestly, once I got over a few of my fears, I found they weren't really that scary to begin with."

Once she digested all of that, she asked "But... do you really think, hypothetically speaking of course, that I would have what it takes to be a superhero?"

Smiling, Shining put a hand on her shoulder and said "Twilight, you've always been the first person to put yourself down and doubt yourself. So for once, listen to your big brother. You are stronger than you think you are. Not only are you one of the smartest people I've ever met (Hell, Cadance and I haven't needed to help you with your homework since you were seven.) but whenever you're working on one of your projects you never give up on them. Even if they explode or you hit a roadblock, you just put it back together or you push right through. That is the truest strength of you, and by extension the truest strength of any comic book superhero; the will to never give up, and keep moving despite everything the world throws at them."2

She was shocked for a moment, before saying "Thanks, Shiny."

"Oh come on, you really have to use that old nickname?" They both laughed at that, before Shining said "Besides, if I did ever get superpowers, I'd be all for it. God knows this city needs a hero right now."

"I can imagine."

He was about to continue when there was a loud clap of thunder overhead. Twilight groaned. "Of course. The weatherman said it wasn't supposed to rain today, so what does it do?"

"Man, being a weatherman must be the best job in the world. You get to be wrong everyday and they can't fire you." Looking at Twilight he asked "Want me to give you a lift home?"

She shook her head. "I'll be fine. It's not that far to the nearest bus stop. Plus, you probably have other things to do, Lieutenant."

"Don't remind me. I just hope this lead ends up going somewhere. The sooner we get Storm King behind bars, the better off we'll all be." Looking back to the graves he said "Go on ahead. I'm gonna stay for a few minutes."

"Okay then. See you around, Shining."

"See you around, Twiley."

She managed to make it out of the graveyard in record time, and by that time the sky was really starting to get really dark. She could already tell that they were in for one hell of a storm.

As she passed Shining's squad car, she felt a slight tingle in her head. Her eyes were drawn to the other side of the street, wear an ordinary black car was parked.

The driver inside the car looked fairly unassuming; just a man with short brown hair and rather pale skin, talking on his cell phone. All in all, nothing that looked remotely dangerous. Granted his scorpion tattoo on his right arm kinda put her on edge, but that was just because she wasn't overly fond of bugs. Granted he might have a handgun or something in his car, but there were plenty of Manehattanites who had concealed carry permits. "Huh. Weird. Wonder if my spider-sense is just hypersensitive?"

Another clap of thunder rang out, and a few small drops of rain fell on her head. "And that's my cue to take cover."

She started walking quickly to the nearest bus stop, hoping to make it under cover before the deluge came down.

She was about a block away before her Spider-Sense flared up hard, enough to feel like a headache. "Ow! Okay, what is up with this? There's nothing-"

BOOM!!!!

She whirled around to look behind her, seeing a large fireball rising up from the street. "That came from the road by the cemetery. What's going-"

That's when she heard the gunshots.

And then she remembered that her brother was still there. "Oh God! SHINING!"

She wasn't sure what happened next. All she knew was that she was suddenly running back to the cemetery, her only thought being to make sure that Shining was okay. Any thoughts of the possibility of her being hurt or possibly killed were pushed down and/or completely ignored. She barely even registered the flashes of lightning in the sky, or the icy-cold rain lashing against her.

She was almost at the entrance when she heard one last gunshot, hearing it crystal clear despite the sounds of the storm around her.

And as she finally made it to the cemetery, she saw what had happened.

Shining Armor's squad car had been ground zero for the explosion, the vehicle now a smoldering wreck that was still spewing smoke and fire that the torrential rain didn't seem to be able to put out. Fortunately it looked like nobody had been caught in the blast.

But that was the only good news.

The gunshots had apparently come from the man she had seen talking on his phone in his car, now wearing a black coat and holding a large pistol. She ducked out of sight behind a mailbox, just to make sure he didn't see her. Not that she had much to worry about since he immediately put his gun away and moved to his car, driving away before the cops got there.

Feeling it was safe, she moved out of her hiding spot...

...and immediately felt her blood ran cold. And it wasn't from the rain.

No. Please no.

Slumped against the stone wall bordering the cemetery, blood dripping from five different bullet holes at various points on his body, was her brother.

She didn't remember running to him.

She didn't remember dialing 911 and screaming for help, screaming that her brother had been shot and was dying.

All she remembered was shaking Shining Armor, begging him desperately not to give up, to keep fighting and stay alive.

But it was all for naught.

On June 11th, 2019, Shining Armor passed away; fatally wounded by multiple gunshot wounds.

Another casualty in the war against the Storm King.

Author's Note

[1]: Yes, she's talking about One More Day. And yes, several years since it came out, it still sucks.
[2]: Sorry if this comes off as a little forced. This was mostly to get the whole "Great Power and Great Responsibility" theme, but also for Shining to give Twilight a little encouragement, since when we see her in Friendship Games she has worse self-esteem issues than Pony Twilight.

And thus, it happened. The tragedy. The murder that starts our hero on their path.

I know what a lot of you guys are going to say, so let me explain.

I didn't have Shining Armor be a carbon copy of Uncle Ben, because that is something unique to Peter Parker. And while they may share a lot of similarities, Twilight and Peter are not the same person. And frankly, copying Peter's entire backstory and transplanting it to another character (Flash Sentry) was what got me to cancel the first run in the first place. This, while not being Twilight's fault, will still get her on the path to becoming the hero of Manehattan.

As for why I had Shining Armor as the one to die... well, it made the most sense. He's a cop, a good one who won't take bribes and won't compromise his beliefs or who he is. He's a threat to the Storm King's operations, so it would make sense to remove him. Twilight being there to see the results was just a coincidence, but one that unintentionally makes his worst nightmare. In other words, the Storm King helped create Spider-Girl. How's that for irony?

Next chapter... Twilight sets off on the path to becoming a hero. And creates a little something to tangle her enemies in her web. Pun intended.

Equestrian Defender, out.

4: The First Costume

In all honesty she didn't remember much of what happened after finding Shining Armor that night. From what the other officers told her, she had actually given a fairly good description of the murderer's face, as well as pointing out his green scorpion tattoo. Hopefully that would help them to find the guy and arrest him.

After that happened, one of the officers (a friend of Shining's named Clean Slate) drove her home. He didn't say much, save for him telling her that he promised they were going to get the bastard who did this. She didn't respond, still too numb from everything going on.

And then... And then she got home.

When Cadance opened the door, Twilight could immediately tell she had been crying. It was pretty easy to see, and frankly Twilight was thankful Flurry Heart was in bed right now.

She of course asked the usual "Where you hurt?" and "Did the man see you?" but Twilight simply shook her head for both questions.

Spike then came out, he himself showing signs of crying, and asked if it was really true.

She didn't want to tell him the truth. She wanted to lie, to tell him that Shining was fine. That any minute now he'd be walking through the door and telling one of his terrible dad jokes. The kind that she always found terrible, but right now would give anything to hear.

But she wasn't a liar. So she nodded.

And then she finally broke down, right there in the kitchen, sobbing her eyes out. She barely noticed Cadance and Spike wrapping their arms around her, though she could tell they were also crying.

Nobody had to ask if Twilight was okay.

She wasn't.

None of them were.

-One Week Later-[1]

Twilight looked down at her brother's gravestone, placed right next to the one belonging to her parents. "Hey Shining," she muttered. "Sorry I haven't been here since last week. At your funeral. It's just... hard. Knowing that you're not coming home anytime soon.

'We're all trying to cope. Flurry Heart's too young to really understand this, so that's gonna be an awkward conversation when she gets older. Spike... he hasn't really talked much since it happened. He just stays in his room reading comics or putting together his monsters. I've tried talking to him, Cadance has tried talking to him, but aside from a few short sentences he's just... hollow. Something we're all dealing with. Cadance is working on setting him up with a therapist to help him. And speaking of Cadance... she's doing her best to keep it together. Trying to be strong. But I still see her cry whenever she walks past the pictures of you and her. And I can hear her break down every night when she thinks I'm asleep.

'As for me... I barely sleep. I try, but everytime I close my eyes I'm suddenly back there. That night..." She fought back against the tears, trying her hardest not to break. "I just... I don't know what to do. I keep hearing people say we have to move on, but how?"

"Ain't that the question of the day?"

The question came from a woman wearing blue jeans and a white T-Shirt, with electric blue eyes with hair that matched, which was tied in a ponytail. Recognizing her, Twilight said "Hey Miss Sentry."

Storm Sentry gave a small sad smile. "Hey kiddo." Walking up beside her, she looked at the gravestone sadly and sighed. "Sorry I couldn't make it to the funeral. Doctor wanted me to stay off of my leg as much as possible."

"It's fine."

"No, it's not. I should've been there. I should've made sure the big idiot wasn't alone. Ever since we started this crusade against the Storm King, we've had targets on our backs. It was only a matter of time before that bastard sent one of his goons to make an example out of us."

Twilight didn't respond, deciding to just let Storm finish her rant.

"Shining managed to get most of the precinct together to try and take down this guy. Now that he's dead, everyone's scared so badly that even the Chief's saying we should back off."

Seeing that she was done, Twilight asked "Are you?"

Storm shook her head, looking offended. "Hell no! Shining was my best friend and my partner. Ain't no way in hell I'm letting that scumbag gunman and the Storm King get away with this."

Her words gave Twilight a little hope. "So, any luck on the gunman?"

She nodded. "Yeah. We've actually had him in our sights for a while now." She pulled up a picture of the man Twilight saw on her phone, though this time he was wearing a prison jumpsuit and had his head shaved. "Guy's name is Stinger Scorpio. He did some time in Ryker's for homicide a few years ago. Should've been locked up for life, but his fancy lawyer managed to talk the judge down to a ten year sentence. After that he apparently sold himself out as a contract killer, killing whoever you want for the right price."

"So what makes you so sure it's him?"

"Aside from the same face and same scorpion tattoo? Shining was the guy who arrested him the first time. That and the bullets that killed Shining were laced with poison. Specifically, venom from a scorpion. This matches the way Stinger's homicide victim died, as well as three other homicides that occurred after this bastard got out of the pen."

"That's go-," she stopped, her eyes widening. "Three? Why the hell haven't you guys gotten him locked up yet?!"

"Because any evidence we mange to get on this asshole is circumstantial at best. And every time the same fancy lawyer manages to get him cleared of any charges, or get him out of prison in a few weeks." She stopped, groaning. "The only way we'd be able to finally put this guy away for life would be if we got a full confession from his own mouth. And possibly finding his stash of poisoned bullets. Not that I think he'd be stupid enough to keep those somewhere in his apartment." Seeing the look on Twilight's face she added "Don't worry, kiddo. We ain't gonna stop until that skunk's locked up for life. No matter how long it takes."

Twilight didn't reply, still looking at Shining's grave. Eventually she asked "Did you feel the same way when you're husband died in that fire?"

A bit surprised by her question, Storm replied "The feeling of emptiness in your soul? Yeah, I dealt with that."

"How? How do you deal with something like this?"

"Well for me? I focused on the family I still had, figured my husband wouldn't want me to wallow in my self-pity and grief, and I found people to talk to. Other than that, I just put one foot in front of the other and kept walking. That's really all you can do." She gently placed a hand on Twilight's shoulder and said "You'll get through this. Shining always said you were one of the strongest people he'd ever known."

A small smile managed to show itself on Twilight's lips. "Yeah. He always told me that."

Storm Sentry left a few minutes later, leaving Twilight alone at Shining's grave.

After what felt like a small eternity, Twilight finally said "I'm not gonna wait for them to find him, Shining.

'I'll find him myself."

Looking back on it, the following week had been one of the busiest of Twilight's life. Whenever she wasn't at home trying to get Spike to come out of his room or keeping an eye on Flurry Heart while Cadance took care of some legal stuff (mostly taking care of Shining Armor's Will and such) she was in her lab working on stuff she was going to need.

The first thing she put together was a costume. Considering she couldn't get her hands on anything fancy (even spandex was out of reach for her at the time) she settled with a pair of dark blue sweatpants and a purple hooded sweatshirt. A ski mask had had eyeholes cut out for her, while also putting a pair of goggles through it so that nobody would be able to see her actual eyes. It was cheap, rough, and definitely wasn't something you'd see a superhero in the comics wearing, but it would make sure nobody would know it was her underneath.

The second thing she worked on was something she really felt she needed: webs. Not only would they complete her whole spider motif, but also should be able to hold Scorpio in place until the police came to get him. Using her knowledge of chemistry she was able to create the web fluid, making it have far greater tensile strength than actual spider webs. Not only that, but they stuck like instant super-glue and were strong enough that a few strands were able to lift and hold up a large truck engine. But like most webs they were biodegradable, dissolving into foam in roughly an hour. Fortunately if her plan worked, the police would get to where Stinger was long before that happened.

As for the launching mechanism, she settled on a pair of wrist-mounted launchers that she dubbed The Web Shooters Mark I. The design was simple and functional, if a bit clunky. Once she got the Web Fluid loaded into some specially made cartridges, she constructed a carousel-loaded system that would feed her a new cartridge of web fluid when the previous one was empty. The web shooter would only activate if she pressed her middle and ring finger onto the trigger that was in the middle of her palm. This was so she didn't accidentally shoot a web out if she made a fist or grabbed something. A small but powerful battery would power the air jets that would push the web fluid out through the nozzle, and a double tap would detach her current line. Otherwise she'd run out of web fluid with one line.

And in a surprising bit of luck, she managed to get the Mark I Web Shooters working after three tests; the first test fried the inner components, the second test the webs fired everywhere and she had to wait an hour for the webs stuck to her face to dissolve, and the third one worked with no problems whatsoever.

"Okay, that's taken care of," she said to herself, looking at the machines strapped to her wrists. "Now, I just need to figure out how I'm going to get around the city. It's not like I can just take the bus while I'm in costume."

As she mused on this, she turned and saw a solitary spider hanging by a single thread from one of her machines.

And then to her surprise she saw the spider swinging back and forth on the web strand until it reached the side of the machine, clinging to it before breaking the strand and crawling away.

The gears in her head turning, she looked at her web shooters. "Well... if it could hold up a truck engine, it should be able to hold me.

'Plus, Cadance and Spike have both said I really need to get over my fear of heights."

"Though I don't really think this is what they had in mind," she said with barely contained fear.

She was currently in her costume, mostly used to seeing through the goggles of her mask...

...and she was currently adhered to the wall of the Kingdom State Building[2], over 100 floors up. She didn't even want to know how many feet high she was, how many feet she forced herself to climb since she really didn't want her face to show up on the cameras since she couldn't wear her mask inside. Honestly that had been the easy part. She just forced herself not to look down and kept climbing until she felt she was high enough.

Mentally she was berating herself, telling herself that this was probably going to be the stupidest thing she has ever done.

The only reason she hadn't stopped at the halfway point of the building was partially because of the adrenaline thrill, but the other part was her constantly repeating to herself "I'm stronger than I think. I'm stronger than I think. I can do this. I can do this!"

Now that she was here, she could clearly see just how high up she was.

And if she was being honest, it wasn't really that bad.

It was much, much worse.

She took a deep breath, trying and failing to steady her nerves. "I'm crazy. I'm absolutely insane." She braced her legs, ready to spring away.

And as she let go, she kicked off with her legs, launching herself off the side of skyscraper and into the Manehattan night sky, somehow back-flipping and diving headfirst towards the earth.

She felt several things at once; sheer unadulterated terror, the wind rushing against her like a bunch of pillows, and her whole life flashing before her eyes.

But after a few seconds those all faded away, and she felt something else.

She didn't feel like she was falling.

No.

She was rising.

She barely registered what she was doing, only that she flung her arm away from her and shot out a thick strand of webbing, double-tapping the trigger to release it. Grabbing it with both hands, she braced herself before the line went taut.

And before she knew it she was swinging in a wide arc, reaching the peak of her swing within a few seconds. She let go of the line, reveling in the temporary feeling of weightlessness before she started to go back down. She immediately fired another web line and swung, her feet barely missing the top of a 18-Wheeler. Swinging close to the side of a building, she let go of her web and stuck her feet to the wall, keeping her momentum by sprinting Prince of Persia style. She then jumped, landing on a bus before jumping off and firing another web line, zipping towards a horizontal flag pole. She grabbed it like an Olympic Gymnast before spinning on it three times before letting go, flinging herself up into the air.

Unable to hold it in, she let out a very loud "YEAAAHHH!" of triumph, before she took off swinging again.

And on the ground, everyone on the sidewalks looked on in shock, amazement, disbelief, and some confusion at the amazing sight before them.[3]

A few hours later, Twilight collapsed into a chair in her lab, exhausted but with the widest grin on her face. "Wow. Th-that was... That was awesome!" She sighed. "Well, I'm not afraid of heights anymore."

She looked at her web shooters, then looked at the mask in her hands. Her face morphed into one of pure determination, and she said "Okay. Now that that's taken care of, it's time to get started."

"First off, I need to get some more information..."

Around 2015, DisCorp donated to the Manehattan Police Department a series of security towers, only about ten feet tall and situated on the top of each of the major precincts in the city. They were made to make communication between precincts easier and more efficient, as well as detect 911 calls no matter where you were in your district or how crappy your cell service was.

And thanks to the hacking app she created for her phone, Twilight was able to tap into that network without anyone knowing she was in.

And if they did happen to notice, she had the whole thing routed through multiple dummy servers all over the world. It would take them years to find her.

Originally she was just planning on looking into the police database to see if they knew where Stinger lived, sneak into his home to see if his poisoned bullets were there, then trick him into confessing while she recorded it using the voice recorder she had in her pocket. Once she got that onto a flash-drive (and copied it in case someone tried to destroy it. Pays to have a backup) she'd drop it AND Stinger off at the station, webbed up with a nice-little bow.

But then she saw that someone in the precinct was trying to make a phone call. Nothing too suspicious at first...

...until she noticed that they were trying to talk to someone on an encrypted phone line. That was definitely suspicious.

So with a few button prompts she tapped in on the phone call, just in time as someone answered. "What is it?"

"I figured you'd want a warning about this. Your little stunt with Shining Armor had a witness."

"The hell? Who?"

"His little sister. About fifteen years old. Apparently she'd been at the graveyard with him earlier, then saw you after you shot up the loser."

That line was enough to confirm it. The guy on the other end of the line was Stinger, which meant that guy who made the call... "Looks like I found a dirty cop."

Returning to the conversation, she heard "Look man, I was only paid to kill that goody-two shoes Armor. I don't kill kids, not unless the client's willing to pay me extra. Besides, it ain't like her word's gonna mean much."

"Yeah, no kidding. No video, no prints, and the only witness is a 15 year old girl. That lawyer your boss hires for you will make quick work of her." There was a pause before the cop said "Speaking of your boss, when exactly am I gonna start seeing the money he promised me for playing my part?"

"Don't worry, pal. The Storm King always rewards his followers. Just be patient."

"Patient my ass. Do you know how many times I almost got caught trying to put that tracer on that loser's car? If it weren't for me you wouldn't have found that loser to pull this off."

Twilight felt her blood boil, but she kept it from boiling over. She'd take care of that later.

"Moron, don't say stuff like that out loud!"

"Don't worry, I'm the only person here in the men's room. Put an out of order sign on the door and nobody questions it."

"Ew. Look, keep me informed of anymore developments and I'll put in a good word to have your money transferred ASAP."

"Thank you."

"Just remember, Brick. You squeal, you won't live long enough to regret it."

"Yeah, I know. You made that clear to the last cop on your payroll who tried to squeal. How far he'd sink into the Hudson again?"

"Deep enough that the cops will hopefully never find him."

"Let's hope so."

The call ended and Twilight growled under her breath, visualizing just how she was going to beat that dirty cop to a bloody pulp, when an idea occurred to her. "Looks like there's going to be one big development coming up, asshole."

Stinger sighed as he sat down, taking a big drag from his cigar as he watched the news. He rolled his eyes when he saw the headline. "Seriously people? It was one cop. You guys act like I killed the President. Or the Pope. Or Santa Claus."

He was stopped from going any further down that rabbit hole when his phone went off. Answering it, he asked "What? If it's about the money-?"

"Shut up and listen! The cops found out where your stash is!"

Confusion and shock ran rampant through his body. "What?! How?"

"Some rookie cop saw you entering and exiting a warehouse! They're working on getting a search warrant filled out, but the way they're talking it sounds like-"

He took a quick breath and said "Alright, calm down! Do they have the thing filled out yet?"

"No. Not yet. Still waiting on getting it finalized."

"Fantastic. Do they know about your involvement?"

"No man! I didn't squeal!"

"Calm the hell down!" Stinger sighed, pinching the bridge of his nose. "Look, just act like everything's normal, and go back to doing your job. How long do you think it'll take before they get that warrant finished?"

"About an hour. The guy in charge is a stickler for protocol and moves at a snail's pace."

"Thank God for that. I'm going to run to the warehouse and get my stuff outta there. I got another safe house I can stash it at until the heat dies down. Until then, keep your head down and don't do anything stupid."

He hung up before Brick could reply, before putting out his cigar and grabbing his car keys. "First I get seen by a kid, now this. This keeps up and my reputation's going to be in the toilet."

Little did he realize, there hadn't been a rookie cop who had been lucky enough to catch a glimpse of him.

No, the whole thing was set up by one very clever (and lucky) spider.

-A Few Minutes Earlier-

Loose Brick sighed as he stepped onto the roof, glancing around to see if there was anyone already there. Seeing there was none, he reached into his pocked and produced a pack of cigarettes and a lighter. He was about to pull one out and light it up, when...

Thwip!

Something white swiftly shot out and grabbed his pack of cigarettes and yanked them out of his hand. He whirled around, pulling his gun out and bringing it up to fire, only for his assailant to grab his wrist and twist it, forcing him to release the gun. His assailant then moved forward and delivered a right hook into the side of his fast, making him see stars and knocking him to the ground. There were multiple Thwip! sounds, and suddenly his hands and feet were stuck to the ground, covered in... webs?

He managed to turn his head up towards his attacker, just in time to see them plant their foot down hard on his chest, driving the wind out of him. Once he got his breath back he gasped "W-who the hell are you?!"

Their goggled eyes seemed to glare at him, before they spoke (in a voice that sounded female, but was clearly being played through some sort of voice modulator) "I'm your worst nightmare."

He struggled, trying to break free, but the webs were too strong and her foot held him down fast. "Just- just take it easy, lady! I'll give you whatever you want!"

She lowered herself down to glare at him. "What I want is for the man who murdered Lieutenant Shining Armor to spend the rest of their life in prison. As well as anyone involved with it."

To prove her point, she pulled out a generic looking burner phone, pulled up a file and pressed PLAY.

And to his horror, the conversation he had with Stinger not even twenty minutes ago played loud and clear. "O-o-o-oh fuck!"

She grabbed him by the front of his uniform and lifted him up slightly. "Now listen, scumbag. I'm feeling generous. Here's what you're gonna do. You're gonna call that asshole again. You're gonna tell him that the police got a lead about where he keeps his poisoned bullets and our getting a search warrant to find them. And you're going to make it so damn convincing that he'll fall for it; hook, line and sinker." She got so close to his face he could practically feel her breath. "Or else you're going to be taking a shortcut to the ground floor."

In all honesty, Twilight was bluffing. She wasn't going to kill the man. She was just trying to scare him.

And it worked, because he immediately nodded and told her where his phone was (since he couldn't really grab it at the moment, with his hands restrained.)

-Present Time-

"Good job," Twilight said as the call ended. She'd already gotten her phone to trace Stinger's, and could see he was already on the move.

Brick nodded. "Okay, you got what you want. Now could you please-"

Thwip!

The rest of his sentence was blocked out by a wad of webbing that Twilight fired, covering his mouth but leaving his nose free so he could breathe. "Don't worry. That stuff will dissolve in about an hour." She smiled under her mask and continued "And by that time I'll have Stinger in custody, and the police will have all the evidence they need to lock him up, and you." Seeing his eyes widen in fear and hear his mumbled attempts at begging for mercy, she said "Enjoy your last hour as a free man."

She checked her burner phone (thankful she decided to do that instead of using her ACTUAL phone) and saw the direction Stinger was heading. "Greenwich, huh? Alright then, let's see where the scorpion makes his nest."

And with that she fired a web line and swung away, eager to find her brother's killer and enact justice upon him...

To Be Continued...

Author's Note

[1] I'm not gonna lie guys. I tried to write the funeral, but I could never make it work for me. Mostly because I've only been to like, three funerals in my life, and none of them were for police officers. And I'm fairly sure it's very different from your usual funeral. So I'm having it occur offscreen. Sorry.
[2] Guess which famous landmark this is standing in for.
[3] Yeah, I'm pretty sure everyone knows that this is a reference to the best scene of Into The Spider-Verse. I couldn't help it, it's just that iconic and awesome.

Annnnnd... Done!
Okay, so I originally planned for this to be one BIG chapter that covered the suit, Web Shooters, and tracking/taking down Stinger.

But I got to this point, saw the word count, and figured this was a good place to stop.

And now that we're here, you can imagine what's next. Get ready to see a whole nother level of angry Twilight.

In the meantime, Equestrian Defender, out!

5: Birth of a Hero

Twilight followed Stinger's car to an abandoned warehouse on the edge of Greenwich, being sure to stay out of sight of his rearview mirror, primarily by using the rooftops and making sure she never swung far enough back that he could see her.

Once he got back in his car, holding a large metal briefcase she assumed was full of his poisoned bullets, he immediately drove off to where she assumed his new hiding spot would be. As she tailed him she noticed that he seemed to be making some extra turns and unnecessary turnarounds, probably in case a detective or someone was tailing him. "Too bad he's not bothering to look up," she muttered. "For him, anyway."

Eventually he pulled up to an abandoned toy factory on the Upper East Side; clearly abandoned as evidenced by the many broken and boarded up windows, the piles of garbage everywhere, and the absolute lack of human life in the vicinity. Perfect place for a lowlife to stash some damning evidence she mused, using her webs to zip from lamp post to lamp post.

From her perch she saw Stinger push a dumpster aside to get to the door and slip inside. Deciding not to follow the exact same steps as the gun-carrying villain, she instead looked around the outside for an opening. Not seeing any on the walls, she web-zipped up onto the roof and checked the skylights, finding one that had a missing panel that she could squeeze through.

Once she was inside she saw multiple large machines, several conveyor belts, and boxes and bins filled with old abandoned toys ranging from baby dolls to stuffed animals to toy trucks. All of them had clearly seen better days, cobwebs everywhere and mold covering most of the toy parts.

Hearing footsteps she quickly hid behind one of the support columns, peeking out from behind it to keep her eyes on her target. While she kept her eyes on him she reached up to a spot on the neck of her costume and activated the voice modulator. She then reached into her pocket and turned on the voice recorder. This one's for you, Shining.

As he carefully slid the briefcase full of his poison and bullets underneath one of the machines, Stinger said "Alright. Now I just need to wait a few weeks and lay low, wait for the cops to run out of leads. After that, I'll-"

"-be rotting in a jail cell for the rest of your miserable excuse of a life."

Immediately he whirled around, his gun drawn and ready to shoot whoever had spoken.

Only to find that there was no one there. "What the- Who the hell's there!? Show yourself!"

"No thanks. I don't feel like getting shot."

Stinger growled, looking in multiple directions to try and find the speaker. "Whoever you are, you clearly don't know who you're messing with."

"Stinger Scorpio. The Manehattan Police Department's got a pretty big folder on you, and I read through it when I tapped into their network. I know you're a high school dropout, you've been arrested multiple times, but the charges have only stuck once for the homicide that Lieutenant Shining Armor arrested you on." There was a low growl as the speaker added "The same cop that you murdered just two weeks ago. With those poisoned bullets you slipped under that machine."

He caught something by the bottom of one of the pillars, a flash of purple and blue, and he took aim and fired off three rounds. Instead of the sound of bullets piercing flesh, all he heard was the bullets striking concrete or steel. "Is that what this is about? Are you coming after me because I killed some goody-two-shoes cop?"

"Not just him. There's three other people you murdered who deserve justice. Smooth Jazz, age 25, owned a club over in Harlem. Asked the police for help when the Storm King's men started forcing him to pay 'protection fees.' Found dead three weeks later, 2 poisoned bullets to his chest."

"Probably did the city a favor. The food at his club sucked."

"Then there was Cherry Cola, age 34, owned a bodega in Queens. Refused to pay the racket, and when one of Storm King's cronies tried to "persuade her,' she took the guy's eye out with a plastic spoon. Two weeks later she was shot on a rainy night, one poisoned bullet to the chest. Died on the way to the hospital. Then to add insult to injury, someone torched the place afterwards."

He smirked. "What can I say? Torch didn't take kindly to losing his eye."

There was another flash of purple and blue by another pillar, this one a lot closer. He fired, but again all he heard was the bullets hitting steel or concrete. "Before the Lieutenant, there was one other. Hot Scoop, 27 years old, an investigative journalist who was investigating the Storm King. Called his editor and said he found the scoop of a lifetime. Barely a week later he was found dead in his apartment, same M.O. as the other two. Only difference he had was that you put five poisoned bullets into his torso."

Stinger couldn't help but laugh at that. "Get your facts straight, lady. I only put three into that loser. The other two went into the far wall of his apartment." He looked around, not noticing anymore purple and blue, and growled "Where the hell are you hiding?!"

Unbeknownst to him, Twilight had actually began lowering herself down from the ceiling, a web line firmly stuck to the roof while she slowly released it through her web shooter. Once she was down to about where she could look Stinger in the eyes, she replied "Right behind you."

Stinger whirled around, but before he could fire his gun at her Twilight was already on the offensive. She immediately dropped down to the floor, before lunging forward and kicking the gun out of Stinger's hand, sending it skidding across the floor. Once he got over the shock he tried to lash out at her with a punch, but she quickly caught his fist, followed by grabbing his shirt and throwing him across the room. He landed on his back on a pile of discarded stuffed animals which cushioned the blow, but not by much if the groan of pain was any indication.

He quickly got back on his feet, pulling a knife out of his coat and charging at her, but Twilight simply side-stepped his stabbing attempt and nailed Scorpion in the stomach with a punch. She made sure to hold back the majority of her strength so that she didn't kill him, but still put enough force into it to hurt. She quickly followed up with a punch to the chest, and then a kick to the that slammed him into the side of a machine.

He wheezed a little before getting back to his feet. "Wh-who the hell are you," he wheezed out.

"I'm the monster you and the Storm King created," she replied, cracking her knuckles as she advanced towards him. He threw a sloppy punch at her with his left hand, but she simply caught it.

And with an application of what she estimated to be 5% of her true strength, she crushed his hand like a vice grip, a resounding crack! echoing throughout the room before she let it go.

It took a few seconds for him to register it, and when he did he let out a very high-pitched, very unmanly sounding scream. "GAH! YOU BI-!"

She cut him off with a kick jab to his rib-cage, earning another, slightly quieter crack! as a rib broke and he stumbled backwards. "WATCH YOUR LANGUAGE!"

Coughing, Stinger coughed and spat up a bit of blood. He looked at the mess on his hand...

...and just so happened to notice that his pistol was lying within arm's reach. He quickly snatched it, aiming it at her one-handed. "You fucked with the wrong hitman, bitch!"

He pulled the trigger and fired off a bullet at her, but to his shock she simply twisted out of the way like Neo in The Matrix movies. "You missed," she said as she started walking towards him; slowly, like a lion stalking its prey.

He growled, equal parts frustration and pain, and yelled "JUST DIE!"

He fired every bullet in the clip, screaming at her to "DIE!" with each pull of the trigger.

But it was all for nothing, because she either twisted or sidestepped each and every bullet he fired. As if to really cap off how pathetic he was, the last bullet was aimed at her head from near point-blank range.

All she did was tilt her head and the bullet whizzed right by her.

So shocked he was at this that he didn't have time to react when she grabbed the gun in his hand and tore it from his grasp, before crushing it in her hand like it was made of candy. She threw it to the side, before picking him up by the front of his jacket, hoisting him up in the air with her super strength. He tried to struggle with his good hand, but her grip was like iron and she didn't seem to register his good hand pounding on her arms. "L-let go of me, you bitch! Don't you know who I work for?"

"Oh, I know exactly who you work for, scumbag. He's next."

At that statement, Stinger burst out laughing. "A-are you serious? The Storm King's organization stretches from the sewers all the way to the top floors of the Mayor's office. He's got eyes and ears everywhere, and plenty of scumbags like me who will pop off anyone who dares try and stand against him. Taking me outta the picture's just gonna annoy him. He ain't scared of the cops, the Mayor, the DA, hell he ain't even scared of the President of the U.S! And you? Honey, you ain't even a blip on his radar. You're just a stupid c-"

Before he could finish that word Twilight slugged him in the jaw, knocking out quite a few teeth. She then brought him very close to her face. "I'm not on his radar, huh? Why don't we fix that?"

"How you gonna do that? Kill me?"

"Oh nonono. You don't get off that easy. You've got a lot to pay for, and I'm here to collect. One punch-" she paused, balling up her fist and pulling it back. -for every person you killed over the course of your pathetic life!

The factory was soon filled with the sounds of gloved fists striking flesh, the snapping of bones, and the cries and screams of a man being broken in more ways than one.

"Don't worry, sweetie," Storm Sentry said into her phone. "I'm being extra careful."

"I know, mom," her son replied. "It's just, after what happened to Lieutenant Shining... I just don't want to lose another parent. And neither does First Base."

She sighed, knowing what he was talking about. "I miss him too, Flash. But don't worry. Momma's not dying anytime soon." Her phone beeped, indicating she had another call. "I'll try and call you back, sweetie. I got another call."

"Be safe out there."

"Always."

"Love you."

"Love you too."

Once she ended that call, she picked up the other one, noticing it said RESTRICTED NUMBER. "Lieutenant Storm Sentry. Who is this?"

"I have Stinger Scorpio's location."

That sentence made her eyes widen. "What? How do you know that? Who are you?!"

"That's not important. What is important is that he's currently in an abandoned toy factory on the Upper East Side. There's a sign out front that reads Big Top Toys and has a large clown on it. He's in the main assembly area."

While she was hesitant to trust this stranger on the phone, they've gotten pretty good tips from anonymous people before. It was a pain since it meant more paperwork, but if it meant bringing in Stinger... "Alright. Where in the Main Assembly Area?"

There was a chuckle on the other end. "Trust me. You won't miss him. Also, there's a metal briefcase on one of the conveyor belts. Inside of it is all the evidence you need to put this bastard away for life. And then some.

She finished writing down what she was being told. "Okay. But if this is some sort of prank-"

"Trust me, Lieutenant. It's not. Good luck. Oh, and you may want to bring an ambulance for Stinger."

"Wait, wha-"

Before she could finish her question the line went dead, causing her to curse under her breath.

"Something wrong, Stormy?"

The question came from another cop. She replied "No. In fact, it might actually be something good for us.

'At least I hope it is."

Once she ended the call, Twilight looked up at Stinger.

She had kept her strength dialed back still, but had also put a slight bit more force into her punches. Once she was done beating him to a bloody pulp, she then used her webs to basically cocoon his body from the neck down, before plastering him against a wall. She didn't think he'd be running away anytime soon. Especially since...

"Right arm broken in five places. Both of your legs are broken in seven places each. You've got four broken ribs, and I made sure to crush your hands to the point you'll never be able to hold a pencil again without help, let alone a gun. I'm no doctor, but I'd say it's going to be a long time before you can ever move and/or walk again. Oh, wait! I forgot I also broke your jaw in so many places you'll be eating through a straw for months. All of that, and that's not even taking into account the massive amounts of psychological damage I've done to you too, and that's going to haunt you for SO much longer. As well as the not at all subtle reminder that I could've done so. Much. Worse."[1]

He didn't respond, just looking at her with a look that bordered between terror and unbridled rage. She honestly couldn't tell if he hated her or feared her. Or both. Probably both.

"And now," she said while picking up a can of spray paint she found in the factory's supply closet, one that was still good to use "for one last thing."

Approaching an empty patch of the wall, she reached into her one pocket and pulled out a folded up stencil that she promptly unfolded.

"My signature."

An hour later, the police arrived.

And Storm Sentry and the cops that had entered the building with her couldn't believe their eyes.

Seeing Stinger Scorpio beaten to a bloody pulp and held against a wall by what looked like webs was surprising enough (and incredibly cathartic to them) but the briefcase they found was opened to reveal a stash of bullets laced with poison. "Hot damn, your tipper wasn't joking," one of the other cops said. "The thing does have enough evidence to lock him up for life."

Noticing something in the corner, she picked it up to reveal a plain black flashdrive with a piece of tap around it. The tiny writing on the tape read: Stinger's confession. DO NOT LOSE! Pocketing it, she said "See if you can find anything else on our mysterious 'friend.'"

"I found something," one of the cops said, pointing at the far wall.

Sprayed upon the wall in purple paint, only a few feet away from where Stinger was plastered, was a picture of a spider.

No, not a picture she mused.

A symbol.

She watched from a good distance away as police exited the factory, Stinger being wheeled out on a gurney into an ambulance. Storm Sentry herself personally walked the briefcase to her car, driving off after telling the guys in the ambulance to make sure he went straight to the prison hospital in Ryker's Island. "If anyone deserves to rot in that place, it's him," she muttered.

She swung off, intent on going home for the night. It wasn't too late, though the moon had started to rise. She'd be able to grab her backpack from behind the dumpster behind the apartment building, change, head up the elevator, and just tell Cadance she was at the library before getting a shower and heading to bed.

She stopped that line of thought when she heard a woman screaming.

Without even thinking she swung back around towards the alley it came from, sticking to the wall and assessing the situation.

To her surprise, it was that cross-eyed woman from the train ride, along with her daughter. The girl in question was being held by two large brutish men, while a third brute that she guessed was their leader had the woman pinned down with an absolutely lecherous grin on his face. "Don't worry, luv. You'll be free to go as soon as I've had a little...fun. But if you don't stop struggling, I'll let Bosco back there have some fun of his own with your little-"

That was enough to set off Twilight's hero complex, and with a Thwip! she swung into action. Literally, as she swung down low and planted both of her feet into the leader's face, sending him flying into the side of a dumpster. Once she landed on the ground she fired off two web lines, each nailing one of the thugs holding the little girl. Surprised at this they released their hold on her, and that was when Twilight took her chance and yanked both of them towards her.

Or rather, towards her fists. Which she planted in their faces, knocking the bastards out cold.

Her Spider-Sense went off, and she immediately turned and sidestepped the Leader, who had pulled out a switchblade and attempted to stab her. She grabbed a hold of his wrist before striking with her palm, snapping his elbow and eliciting a scream of pain. She then grabbed and threw him against the wall, unleashing a salvo of web shots that stuck him to the wall. She did the same thing with Bosco and the other guy, sticking them to the floor.

"MOMMY!"

She turned to see the little girl helping her mother up to her feet, rapidly asking if she was okay. The woman ruffled her hair and replied that she was.

Then both of them looked at Twilight. "Are the two of you okay," she asked.

The woman nodded, shaking a little but otherwise staying strong. "Y-yes. Thank you. For saving us."

"It was nothing. I just really don't like rapists."

"I don't think anyone does," she replied, getting a small chuckle from the two of them.

The little girl walked up to Twilight and asked "Are you a superhero?"

She was caught a bit off guard by the suddenness of the question, but she answered "I...Yes. Yes I am."

"Cool! My mommy and I just got saved by a real-life superhero! This is so cool!"

"Dinky," her mother said, getting her attention. "I'm sure she has places she needs to be right now."

"Oh. Okay." Looking at Twilight she said "Thank you for saving my mommy."

Twilight smiled behind her mask, before reaching down and ruffling Dinky's hair. "Hey, that's what heroes do." Looking back at the woman, she said "You two be careful heading home, miss..."

"Derpy. Derpy Hooves," she replied, shaking Twilight's hand. "And I know I already said this, but thank you so much for saving us, Miss..."

Realizing Derpy was waiting for her name, she said the first name that came into her head. "Spider-Girl."

Author's Note

[1]: Thank you, Comickook for your dialogue suggestion.

Okay, so we've got what I promised you: Twilight's first time as Spider-Girl, and her avenging her brother's murder. Along with that, the police know that she's out there, and we get to see the first civilians Twilight saves. Plus, Derpy and Dinky cameo!

I hope you guys like this chapter. Sorry it took so long.

Now there should only be one or two more chapters I have to do before a short timeskip to the start of the school year. Hopefully one, but my brain occasionally tells me "You need to split this chapter into two." for reasons.

Anyway, until next time, Equestrian Defender, out!