Spiders and Magic Equestria Girls Fresh Start

by Alvaxerox

Rating: teen
Tags: Death, Alternate Universe, Human, Romance, Original Character, My Little Pony: Friendship is Magic, Second Person, Comedy, Avengers, Adventure, Equestria Girls, Sex, Main 7 (EqG), Violence, Twilight Sparkle (EqG), Crossover
Length: 18095

This story is a remake of Spiders and Magic Equestria Girls, but this time, with better writing.

A spin off story of Spiders and Magic: Rise of Spider-Mane by Maximus Reborn

During her time at Canterlot High School as a new student, Twilight Sparkle learned a lot about friendship, but some students still were scared of her, because during the Friendship Games, she was transformed into Midnight Sparkle, and open portals to Equestria, even after Sunset Shimmer became Daylight Shimmer and saved Twilight from her corrupted magic hungry mind, she stills holds Midnight inside her. And she fears if she can be unleashed upon the world. She became inspired by her friend Peter Parker AKA Spider-Man and became a coping mechanism superheroine called Spider-Girl.

Published 2021-12-27 19:40:00 UTC
Last updated 2025-01-16 07:45:30 UTC

Prelude

I am Uatu, the watcher... You already know the story of how Peter Parker, the amazing Spider-Man came to a magical dimension called Equestria, and fell in love with a beautiful young mare name Twilight Sparkle. And their adventures to save Earth and Equestria from Norman Osborn, also known as the Green Goblin.

Their romance bloomed into a wonderful life Peter Pony Parker never thought he dreamed of since living in Equestria.

And his toughest battle against Chrysalis from an alternative future,

and the Sinister 6 formed by the Lord of Chaos Discord and the power hungry centaur Lord Tirek.

Which resolved in him and Princess Twilight Sparkle ruling Equestria in peace.

It was because of Peter Parker's adventures in Equestria. It branched out different realities across the multiverse. We're heroes like Wolverine,

Captain America,

or even the Wasp were in Equestria with Peter Pony Parker,

forming new relationships and romances with Twilight Sparkle's friends. But there is one reality that intrigues me the most.

Transcending history and the world... A tale of Spiders and Magic, eternally retold. In this universe, Twilight Sparkle and her friends are human beings living on Earth. Going to high school. Living out their lives in peace. But what if... Twilight Sparkle became a spider hero... Just like Peter Parker? Follow me as we will learn...

2 years ago...

At Midtown High in New York, Peter Parker, also known as the amazing Spider-Man, was doing his social activities.

Doing his homework, passing his grades. And when there's trouble, he would become Spider-Man to help out people. Even though the news treats him like a menace, he ignores the gossip. He helps people and never ask for anything in return. A lot of people in Queens honor Spider-Man as a true hero. Although his superhero life and his social life are completely different aspects. He even got dumped by his girlfriend, Mary Jane Watson. Still being bullied by people like Flash Thompson, captain of the football team for Midtown. But all that was gonna change for Peter... And for someone else who will come to his life...

One day... Peter Parker was putting his bags in his locker. And he went into class. He was feeling depressed cause Mary Jane broke up with him cause of his superhero life as Spider-Man and she's not getting the attention from him cause of his responsibilities. The teacher walked into the classroom to give an announcement. "Alright students. Today we have a new exchange student from Crystal Prep in Canterlot City. She'll be joining us for a month." The teacher said. The students see a girl walking into class. Her hair was dark shade of bluish purple, with a pink and purple highlight wrapped in a bun. She wore a uniform from her school. She was very shy. "Everyone, this is Twilight Sparkle."

"Um... H-hi everyone." Twilight said as she introduced herself. "My name is Twilight Sparkle. And I'm from Crystal Prep."

"You any of you have questions for Ms. Sparkle, raise your hand and introduce yourself before you ask your question." The teacher said.

One student raised her hand up. "Hi Twilight, my name is Liz Allen, what's it like at Crystal Prep."

"Nice to meet you Liz. Crystal Prep is fine. My brother's wife, my sister-in-law is the vice principal and the school is determined to help shaken fresh minds like me." Twilight chuckles nervously.

Another student raised their hand up. "Yo, I'm Flash Thompson. Does your school have a athletic team?"

"You could say that. We're called the Shadowbolts. Our mascot is a extremely tough Pegasus." Twilight replied.

One more student raised their hand. "My name is Ned Leeds, and I wanna know, what you like to do Twilight?"

"Well, I... Like to so science. With tubes and stuff, I can create contraptions. Mixing chemicals and what not." Twilight replied.

"Alright, that's all questions for today. Ms. Sparkle, why don't you go and take a seat anywhere you like." The teacher said.

"Sure." Twilight said as she grabs her stuff and walks around the classroom to see where she can sit. She then sees Peter who was feeling down in the dumps. So she decided to sit on the desk next to him. As the teacher was preparing to teach the class. Peter sees Twilight but he doesn't say anything. "Um... Hi there." She quietly said to him.

"Hey." Peter quietly replied.

"What's your name?" Twilight asked.

"Peter Parker." Peter somewhat introduced himself. "And your Twilight Sparkle."

"Um... Yes." Twilight said. "Why are you feeling so sad."

Peter didn't feel like explaining it. Twilight wouldn't understand. "Its nothing. Too complicated."

Twilight wanted to cheer him up. "You can tell me if you like." She said.

Peter rolls his eyes at her. "I don't know." He said.

"Look, maybe at lunch we can talk. It kinda looks like you need a friend." Twilight said.

"I'll think about it." Peter said as he continues to hear the teacher talking.

Later...

Peter was sitting by himself, hoping to avoid anyone. But he heard a familiar voice. "Hey there puny Parker." It was Flash Thompson. He loves bullying Peter to no end. "Sitting alone I see?"

Peter sighed, he was getting annoyed by Flash picking on him. "Ugh, i know what to want Flash. Just take my lunch and leave me alone."

"Oh... Parker, this ain't about me having your lunch, it's more then that." Flash said. "I've heard that you and MJ are now Splitsville."

"Let me guess, she told someone and someone told you and vice versa." Peter asked.

"That's right. Which means MJ is back in the market, so I just wanna say..." Flash grabbed Peter by his shirt. "You better stay out of my way... Cause I'm gonna ask her out again. And you better not try to win her back. You other girl will want to hang out with a simp like you!"

Just then, Flash felt his shoulder getting tapped. He turns around and sees the new student Twilight Sparkle. "How about a simpette?"

Flash didn't wanna make fun of Twilight cause he doesn't know her. "Ugh, this ain't over Parker. Your not always gonna backup newbie here." He aggressively let's go of Peter and shoves through Twilight. "You stay out of my business Twilight Sprinkle!"

Twilight rolled her eyes as she walks uo to Peter. "You... Stood up for me?"

"As much as I don't like violence, I don't like bullies." Twilight said.

"Well, thanks. Twilight was it?" Peter asked. Twilight nodded. "At least he didn't take my lunch."

"Yeah." Twilight said. "You mind if I sit down with you?"

"Sure thing." Peter said.

So the two ate their lunches. And they chatted about some stuff they like. Peter talks about how he was wants to be a scientist one day and Twilight... She doesn't know what she wants. Crystal Prep was a strict school. "... At least you get to wear normal clothes in a normal high school Peter." Twilight said. "I have to wear this uniform at my school."

"Don't you have other clothes?" Peter asked.

"Oh course I do. I haven't had time to adjust to my apartment in Queens since my mom and dad are still settling in." Twilight explained. "But enough about me. I am a little curious about why were you so sad at class today."

Peter sighed. "You really want to know?" Twilight nodded. "Okay then. Follow me."

Peter and Twilight walked outside of the lunch room and went outside. Unaware they were being watched by Flash Thompson. "Simps." He said.

They were also being watched by Peter's ex-girlfriend Mary Jane.

Peter and Twilight sat at a near bench and Peter explains why he was sad. "I had a girlfriend, she moved in next door to my house, her name was Mary Jane Watson. We were going solid for a while, but unfortunately, she decided to brake up with me cause..." Peter stopped. He didn't wanna say the real reason why he and MJ broke up. "Let's just say, I had some important stuff to do since it was just me and my Aunt May. And she didn't like the fact that I've been focusing too much on my responsibilities then on her." He explained. "It's been a few months since my uncle Ben... Died. And it's been pretty tough."

Twilight felt bad for Peter. He was just to help out his aunt but MJ didn't liked that he wasn't paying attention to her. "I'm sorry to hear about uncle, Peter. But you do have responsibilities, family must come first. And if Mary Jane doesn't care, then perhaps she doesn't understand the struggle your going through. It's her lost." She said.

"Thanks Twilight. I feel relieved." Peter said.

"Anytime Peter. If you ever have trouble, I'm here for you." Twilight said.

"Ya know, after school, wanna go grab a pizza?" Peter asked.

"I like to." Twilight said. She then wrote the number for her phone. "So where do you live?" She asked.

"I live in forest hills, Queens, here's my address." Peter wrote down his address. "There ya go."

"Thanks Peter." Twilight said. "I should better get back to class, I'll see ya later." Twilight then walked back to the school.

"She's a really nice friend." Peter said to himself as he walks to his class.

Later...

School was over and Peter was walking out of the school. He noticed Twilight waving at her. "Hey Peter, You ready to go to that's pizza place?" She asked.

"Sure. Follow me." Peter said.

A few minutes later...

Peter and Twilight chatted for a while about superheroes while eating some delicious pizza. "So yeah, the Avengers are Earth's mightiest heroes. There's Tony Stark, also known as Iron Man, Steve Rogers, A.K.A. Captian America, Thor, prince of Asgard, Natasha Romanoff, A.K.A. Black Widow, Clint Barton, also known as Hawkeye and Bruce Banner, the Hulk himself. And it's not just them. There's also the Fantastic Four, the X-Men and the New Warriors."

"Superheroes in New York?" Twilight asked in awe. "Wow. That is amazing. But I have been hearing rants about one person."

Peter was startled. "Oh... And who may that person be?"

"Well, it's that one guy this old man is being paranoid about. Spider-Man." Twilight stated.

"Wait, you think that old man is paranoid?" Peter asked.

"If course, I've been seeing how Spider-Man saves some people but unfortunately this Jameson guy, ugh, he thinks Spider-Man is a thrill seeker, that he setting everyone you cause they're too stupid to believe Spider-Man is a good person. Heck, imagine if he tried fighting aliens. That man would think Spider-Man is a monster that would sell his own planet just to get universal attention. I really don't like that guy." Twilight explained.

Peter never thought he see someone, other then Flash defend Spider-Man. "Well, you are right about one thing. Jameson js too paranoid. I would be surprised if he sent every single military on the planet just to take out one guy."

"Yeah." Twilight said. "Well, I better get home. My mom and dad are waiting for me. But..." Twilight then blushed a little. "I like to do this again sometime Peter."

"Well, to have my address if you ever wanna hang out." Peter said.

"And you have my number." Twilight said.

Twilight waves goodbye as she leaves the pizza place.

Peter felt sweaty. Twilight was starting to grow on him. But he heard triubke upon the outer side of the city that was away from Twilight and he left the Pizzeria, hides in a dumpster, and changes into his costume, the superhero known... As Spider-Man and went to go right some crime.

A week later...

Peter and Twilight have been hanging out more often. He would sometimes leave to be Spider-Man and fight some crime. But Twilight let's Peter off cause she had other important stuff to do in the meantime.

One day, Twilight was talking to her parents, Twilight Velvet and Nightlight. "So Twilight, I see you and this Peter have been hanging out since we moved into the city." Nightlight said.

"Yeah. But we're just friends. But Peter has been through a lot since he lost his uncle." Twilight said. "And... I wanna help him in any way I can."

"You sure dear?" Twilight Velvet asked. "You must really care for him."

"Peter is sweet, Mom." Twilight said. "I don't why his ex-girlfriend dumped him."

"He had a girlfriend before?" Nightlight asked.

"Yeah. But it didn't work out. He said that she didn't want him to focus on his Aunt cause they're in a tight spot. If you ask me, Peter needs to help his aunt." Twilight added.

"You really do care about him a lot, don't you Twilight." Nightlight said with a smug.

Twilight's face turned red. "Dad..." She said in a embarrassing tone. Then she realized her heart was pounding like drum. She can think about Peter. "... Maybe your right. I do care about him a lot. The week we've been spending together..."

"Aww, isn't that cute honey?" Twilight Velvet said. "We little girl has gotten a crush."

Just then there was a knock on the door. "Oh, I'll get it." Twilight said as she rushes to the door. She opens it and sees Peter with his Aunt May. "Peter?"

"Hey Twilight." Peter said. "We came to welcome you to Queens." Twilight then looked at the woman with Peter. "Oh, right, this is May Parker, my aunt."

"Hello Twilight, nice to meet you." May said.

"Nice to meet you too Mrs. Parker." Twilight said. "Please come in."

Twilight introduces Peter and his Aunt May to her parents. They brought a welcoming gift and some dinner. "It's roast and pie. Peter's favorite." May said.

Later...

May, Velvet and Nightlight were getting along after eating the roast and pie May cooked, and Twilight takes Peter to her room to chat. "Thanks the dinner Peter. It was really good." Twilight said.

"Your welcome." Peter said. "My aunt May makes the best pie ever."

Just then Peter a bark and he noticed a small purple dog with green ears barking at him. "Oh right, I didn't introduce you to him." Twilight said holding the dog. "Peter, this is my dog, Spike."

"Aw, that's cute." Peter said as he pets Spike on the head. "You have really nice parents Twilight."

"And you have a nice aunt too." Twilight said. "Although, don't mind me asking, other then your uncle, do you have parents?"

Peter stopped and looked a little upset. "No. I never knew my mom or dad. The last time I saw them, I was only 8 years old. They dropped me off at my Aunt and Uncle's house and I never saw them ever since." He said. "But, I don't need to know about them. May and Ben were practically like a mother and father to me."

Twilight felt guilty of asking Peter that question.

She slowly moved her had at Peter's. "You never bothered to find them?"

"I did once, but the only info I found is that... They died in a plane crash." Peter said. "And that was all."

"Peter, I'm sorry I asked. But you've been through so much, and you lost a lot." Twilight said. "This week, I felt happy being with you. You were a real best friend I ever had."

"Don't you have best friends back in Canterlot?" Peter asked.

"No. No one in Crystal Prep was my friend. The only ones I have were my brother Shining Armor and my sister-in-law Cadence." Twilight said. "So, you're the first."

"Well, you've helped me get over my break up with MJ this last week. It was a lot of fun hanging out with you." Peter said. "Thank you for being my friend Twilight."

Peter hugged Twilight, and her heart was racing. Her body temperature was rising. Without hesitation, she grabbed Peter's shoulders, pushing her away from the embrace and then placed her hands on his cheeks and kissed him on the lips. Peter was shocked at the kiss at first, but then he forgot about the shock as he embraced Twilight's kiss.

Twilight took out her kiss. And she was embarrasses at what she's done. "Peter, I'm so sorry I didn't mean to-"

"Twilight, it's okay. I... Didn't expect that." Peter said. "It seems being more then friends I what you want huh?"

"If I have to be honest Peter, yes. I know you were going through a tough time with Mary Jane, but... After hearing about your family, and the struggles you've been going through. I wanna help you, be with you. I wanna make aure your never alone again. Peter, I've developed certain feelings for you this past week." Twilight said.

"Twilight... Are you saying that..." Peter said.

"Yes Peter... I... I'm in love with you." Twilight confirmed. "Since we've been hanging out this past week, I wanted to be with you. No matter what. You've been through so much and those people that bully you, they just don't understand."

"Its not that they don't understand, is that they don't care." Peter said.

"But I do care. And I wanna help you have a better life. That is... If you want that." Twilight said while holding Peter's hands.

"Maybe your right Twilight. You and I have a lot in common. And you've been listening to my problems." Peter pointed out. "I think this can work. I have been having feeling too, but i didn't wanna screw things up like I did with Mary Jane."

"Trust me Peter. I am nothing like Mary Jane." Twilight said.

They continued kissing again, while May, Velvet and Nightlight secretly watched. "They're perfect for each other." Twilight Velvet said, shedding a tear.

"Looks like it." Nightlight said. "May, you think they're gonna make a cute couple."

"Maybe Nightlight... Just maybe." May said. "He had dated before, by they keep breaking up with him..." May didn't say anything else cause she respects her nephew's secret. Yeah, she knows he's Spider-Man.

And since then... Peter Parker and Twilight Sparkle started dating.

2 weeks later...

While doing some science projects, and learning more about Spider-Man, and the other superheroes in New York, Peter and Twilight have been dating for a long time, and so far, everything was going great. Even Spike had started growing on Peter. Peter would sometimes act silly around Twilight for fun but she enjoys it.

Until one day...

Peter and Twilight were relaxing at Central Park while having a picnic. The pigeons were chirping, the water sounded bliss. And Twilight was cuddling next to Peter on the picnic blanket.

Out of the distance, Mary Jane sees Peter with Twilight, and she was upset. Peter had moved on. And he was happy with Twilight. She started feeling a bit of jealousy. Almost as if she didn't wanted Peter to date someone. But she knows shs broke up with Peter because of his double life as Spider-Man. And she's not the main focus because of it. And walks away while trying to wipe tears from her eyes.

Just then... Something happened...

While Twilight and Peter were about to kiss again, Peter's spider-sense went off. He noticed the pond shaking a bit like an earthquake. "Twilight wait," He said as he stops Twilight from kissing him.

"Peter, what's wrong." Twilight asked.

Peter then noticed a head coming out of the pond. "Oh crap, no." He recognized those eyes from the head. "Twilight, we better get you home."

"Oh, okay." Twilight said. Peter quickly cleaned up the picnic. And Twilight noticed something in the pond, it liked like a green creature and it was walking towards them. "Uh... Peter, do you see what I see?"

"Yes I do. That's why we gotta get out of here." Peter said as the creature the emerges from the ponds and gave a howling roar. It was wearing a torn lab coat. It was the Lizard. "Run!"

Peter and Twilight quickly ran as fast as they can away from the Lizard but it to fast. It grabbed Peter by its tail. "PETER!" Twilight yelled.

"Don't worry about me Twilight, save yourself!" Peter cried out as he tries to hold off Lizard's mouth trying to eat him.

The Lizard threw Peter at an alleyway as it was now chasing Twilight. The Lizard roared as he catches up to Twilight and grabs her with his claws. "No one to save you now!" He said.

"You can talk?" Twilight asked in fear.

"Only when it's convenient." A voice said.

The Lizard turn his back as he sees who was talking. A man in red and blue spandex. Twilight couldn't believe her eyes. "Spider-Man." She said. "Help me!"

Spider-Man rushed to save Twilight from the Lizard's grasp by webbing his eyes. "Hold on!" Spider-Man said as he grabs Twilight from Lizard's claw. "You okay?" Spider-Man asked.

"Yes. I think so." Twilight said. "Wait, where's Peter?"

"Don't worry, he's okay. Trust me." Spider-Man said.

"Alright. I trust you." Twilight agreed. As Spider-Man was going to battle the Lizard, Twilight ran to alleyway where Peter was thrown at, and she searches for him. "Peter? Where are you. She checked the garbage bin in case Peter was there, but she found nothing, but she didn't noticed some webbing covering something. She grabs the webbing and tore it off. She sees Peter's clothes. "If the web was covering Peter's clothes, then that must mean..." She said to herself as she sees Spider-Man using all his punches to hit the Lizard. "Peter... Your... Spider-Man " The guy she loves... Is Spider-Man.

Spider-Man managed to hold down Lizard long enough to take his gene cleanser serum that can cure the Lizard. "Okay doc, time to take your medicine."

But unfortunately, the Lizard broke free from Spider-Man's grasp and punched Spider-Man in the face that he dropped the serum of the antidote. Twilight sees the serum and quickly ran to grab it. Spider-Man was getting pummelled by the Lizard as he swings him around the cars like a ragdoll. He then throws the wall crawler at the brick wall. Spider-Man was took weak to move at the moment. And Lizard grabbed him by the head and opened his jaw some more, preparing to eat him alive.

"Hey reptile!" Twilight yelled as Lizard turns around and Twilight quickly injects the antidote into the Lizard.

Lizard roared in pain and he slashed Twilight deep in her body to get away from her. Lizard screamed as his reptilian body started to revert into a human. He was Dr. Curt Connors again. And he sees what he has done to Twilight. "Oh my gosh no."

Spider-Man got back up and sees Connors back to normal, and Twilight, laying on the ground, bleeding out. "No!" He rushed to Twilight. "Twi- I mean Ms. Sparkle! Don't worry, I'll get you to the hospital. Your gonna be okay, trust me!"

"I do trust you.... Peter." Twilight said.

Spider-Man was shocked that Twilight knew his real name. He webbed up Twilight's wounds to stop her from bleeding and quickly web swings to to the hospital. He quickly changed back to his normal clothes and went inside the hospital. He explains to the doctor that she's looks blood but Spider-Man managed to stop it for now. They quickly rushed to the medical room, and managed to stop the bleeding. Peter called his Aunt May to tell Twilight Velvet and Nightlight that Twilight is in the hospital. And it's all his fault.

A few minutes later...

Peter was in the waiting room. Until the nurse came out of the medical room. "How is she?"

"Her injuries will heal, but she lost a lot blood. We've quickly ordered some new blood bags but they'll be coming late, we're gonna hook her to a machine to keep her body warm until the shipment of new blood arrives." The nurse said.

"Isn't there any other way to save her?" Peter asked in fear. "What if... I give her some of my blood."

"You wanna give her a transfusion?" The nurse asked. "That could work but are you sure?"

"I'm willing to help her in anyway I can." Peter said with determination.

The nurse gave him some papers to fill out, and entered the room where Twilight was recovering. Peter had some of his blood taken out of him with a tube and it inset itself into Twilight's arm, flowing into her bloodstream. May, Velvet and Nightlight quickly rushed to the room where Peter and Twilight was. They see the tube Peter has on him, they saw that he did a transfusion to save her life.

"Peter, is she...?" Velvet asked.

"I don't know. I hope my blood can save her." Peter said. "This... This is all my fault."

"Peter, don't say that." May said. "You didn't know."

"Pete, look. We know your... Spider-Man." Nightlight said. Peter was shocked. "Since me and my wife were getting to know your aunt, she accidently showed a web shooter while she was giving us a tour of her house."

"So... You knew?" Peter asked.

"Yes. But don't worry. We won't tell anyone. Twilight loves you so much. And you've been with her. You keep her safe." Twilight Velvet said.

"That's what she told me last time." Peter said.

"So... If you knew about me being Spider-Man... Did May tell you about why I do this?"

"Yes. She told us how she lost your uncle, and that you blamed yourself for his death." Nightlight said. "But son, don't blame yourself, your uncle would be proud of what you've become. And its clear Twilight needs you." Nightlight placed his hand on Peter's shoulder.

Peter felt a little bit of hope. For the whole night, Peter, May, Velvet, and Nightlight stayed at the hospital. And the next morning... Twilight opened her eyes and sees Peter. She felt a warm feeling in her body. "Peter..." She whispered.

Peter woke up at the sound of her voice. "Twilight, your..."

"I feel... Better." Twilight said. She then sees the tube on his arm and to hers. "You... did a transfusion?"

"I had no choice, you were losing too much blood." Peter said. "I'm sorry for what Connors did to you." Twilight was a little confused. "You know, the Lizard. That's his real name. Curt Connors."

Twilight understands. "I know your Spider-Man, Peter. I saw the webbing with your clothes." She said.

"Well, if it makes feel any better, your parents know too." Peter said. "May slipped up when she was hanging out with your parents."

"So, your blood... How did I feel... Like there's nothing wrong with me?" Twilight asked.

"Well, since I have spider powers, that means I have the fast healing of a spider." Peter explained. "It would seem the healing part went into your bloodstream, causing you to have fast healing."

"Well, whatever the case, I don't know how to thank you enough." Twilight said. "You saved my life."

Peter and Twilight kissed as May, Velvet and Nightlight woke up and saw the lovebirds kiss each other. Velvet and Nightlight quickly ran to hug their daughter.

A few more weeks have passed. Twilight and Peter had a good relationship since then. Twilight sometimes help Peter when he is Spider-Man sometimes. Peter always appreciated her help.

The month was almost over, and Twilight's time in the exchange program was coming to an end. She and her parents have to move back to Canterlot City. Peter and his aunt May came to say goodbye as Twilight was getting into the airplane. "This month has been amazing Peter. I'll never forget you."

"Me neither Twilight. You've been the best thing that's ever happened to me since my break up." Peter said. "I hope to see you again."

"Me too Peter." Twilight said. "Maybe we can video chat when I get home."

"I love that. So long Twilight." Peter said.

"Goodbye Peter. I love you." Twilight said as they hug.

She and her parents then went inside the plane. She waved goodbye at the window. And Peter and May waved goodbye back.

Back at Canterlot City...

Twilight, wearing her new Spider-Man onesie, was on her bed with her dog Spike.

"Peter, Spider-Man. They're the same person. Although he acts like their different people, its the only way he can protect the people he love." Spike gives a litlte bark. "Indeed Spike. I do have some of his blood. Maybe one day I'll gain powers of my own. Oh well." Twilight said. "Later on, I should focus on my suspicions on CHS. There may be something at that school that's going on."

End of Prelude, now the real story can begin...

Chapter 2: Origins Part 2

Rainbow Dash and Twilight were freaking out over Twilight's body now having some physique. Then Rainbow Dash remember what Spike said. "Twilight, is this the result of that transfusion you've been through?"

"Wait, you know about that?" Twilight asked.

"Yes. Spike told me. It's no wonder you were fascinated with Spider-Man." Rainbow Dash said.

Twilight blushed. "Yes. I did got a transfusion from Spider-Man but why didn't this happen before the Friendship Games?" She asked in panic.

"I don't know." Rainbow Dash said.

"I think I do." Spike said. "Twilight, remember your healing power off the power kicked in after transfusion?"

Twilight remembers it. And she also remembers that dream she had of seeing another version of herself with a Spider-Man costume. "I think I understand." Twilight tries to figure out. She then tried wall climbing. She places her hands on the wall and then placed her foot on the wall and then she started moving carefully to the ceiling.

Rainbow Dash was surprised. "What is happening?" She asked in shock. "You can't be Spider-Man, can you?"

Twilight then dropped down to the floor. She landed on her knees. "Maybe. It seems Spider-Man's blood did gave me his superpowers but they must've been dormant. And after realizing I used my Midnight Sparkle magic, it must've altered my DNA and it awakened my spider powers."

"So, because of the magic Cinch made you use during the Friendship Games, it caused your spider powers to activate?" Rainbow Dash suggested.

"That seems to make sense. I didn't tell anybody about my transfusion in New York, cause I didn't wanna worry my brother or my sister-in-law." Twilight explained.

"Well then, what are you going to do now?" Rainbow Dash asked Twilight.

"Well, I had a dream that Midnight Sparkle tried to control me, but she was vaporized by a version of me in a Spider-Man costume. "I know what I'm going to do." Twilight said as Rainbow Dash listen. "Ever since the Friendship Games, I've felt nothing but fear and guilt cause I almost destroyed our world to get to Equestria. I stole magic from you, Sunset, Applejack, Fluttershy, Rarity and Pinkie Pie. I believed being Midnight Sparkle was... Unforgivable. But maybe there is a way for me to forgive myself. I am going to use my powers for good. Help people, be a real hero. Redeem myself for my actions as Midnight Sparkle."

"You want be a superhero to forgive yourself for what happened at the Friendship Games?" Rainbow Dash added up. "Being a hero, would.be your coping mechanism."

"It's the only way I can forgive myself Rainbow Dash." Twilight said.

"Very well Twilight, if your going to be a superhero, then your gonna need some training. Thankfully, Saturday today. And I'm gonna train you." Rainbow Dash said.

"You really do that for me Rainbow?" Twilight asked.

"Your my friend Twilight. And I forgave you already. But if you really wanna forgive yourself by becoming a superhero, then you won't face it alone." Rainbow Dash said patting Twilight on the shoulder.

Twilight hugged Rainbow Dash. "Thank you Rainbow Dash. You really are a loyal friend."

"That's what Sunset and pony you said." Rainbow Dash said. "Now let's get started.",

Later...

At the fields of Canterlot High, Rainbow Dash quickly ran helped Twilight learn how to adapt to her new spider powers. She tried running, her agility and speed were incredible.

Next, Rainbow Dash tested out Twilight's strength by making her karate chop some wooden planks. She was swift and managed to chop them all in half. It made Rainbow Dash very shocked.

Rainbow Dash then tried acrobatics since Spider-Man is very athletic. She tried to see if Twilight can jump on top of a football goal post. Twilight ran and then she leaped in the air very high, she grabbed the middle of the goal post and did a 2 loops on it and then jumped all the way down to the field. Rainbow Dash was impressed.

Now comes the final step in Twilight's training. Rainbow Dash took her to a local gym where she exercise her legs. There was a boxing ring that Twilight can use to practice fighting. She was already in her Spider-Man onesie anyways. "Okay Twilight, so far, you have proved your agility. Now we'll see how well you are in a fight." Rainbow Dash said. "Now, I'm gonna try to attack you with my punches, let's see if you're fast enough to dodge."

Rainbow Dash charged at Twilight with a blow, and to her surprise, Twilight dodged it with ease. It even shocked Twilight. "Whoa." She didn't know how did that happened.

"That was good. For beginners luck." Rainbow Dash said. "Now, let's try again."

Rainbow ran at Twilight with a few more strikes, and Twilight managed to evade them. "Look, I don't know how that just happened. But I had this buzzing in my head that causes my reflexes to kick in."

"You must have what Spider-Man has, his spider-sense." Rainbow Dash exclaimed.

"That's true." Twilight said. "Spiders can sense and detect anything coming their way."

"Awesome." Rainbow Dash said. "Now time for the real fight. Try to knock me out. But I should warn you, I won't go so easy."

"Alright Rainbow. I'll do my best." Twilight said.

Twilight runs at Rainbow Dash swinging her fists around, Rainbow's sport skills makes her fast and she dodges Twilight's punches. Rainbow Dash then tries to attack Twilight with some kicks and flips. Twilight didn't know they were using their legs, so she too did some flips and jumps over Rainbow Dash and back hit in with her elbow. Rainbow flipped back but it was exciting that Twilight was catching up with her now. She landed a punch on Twilight's waist and kicked her in the face, forming some combo moves.

But then, something unbelievable happened...

Twilight took off her gloves tried a little something she picked after testing out her acrobatic skills. She blast something out of her hand and it stick to Rainbow Dash's arm. It was a light blue glow. But it looked like a web. Rainbow Dash was shocked. It would seem combining the spider blood and the magic of Midnight Sparkle didn't just awaken Twilight's spider powers, but it made her midnight magic form some sort of magical webbing. She yanked Rainbow Dash right to her and punched her really hard on the face, knocking her out.

A few minutes later...

Rainbow Dash woke up and she was feeling a bit dizzy. "So, you can make magic webs?" She asked.

"Yeah. I can't believe it happened." Twilight said. "I figured it out when I saw my hands and my wrists glowing. Maybe because of my spider-blood, it mixed with my midnight magic, giving me magical webbing."

"Wow. That sounds cool. And you managed to knock me out with your spider strength." Rainbow Dash said. "Let's keep practicing."

Over the next few hours, Rainbow Dash as taught Twilight how to fight well, she runs faster, jump higher, shoots her magic webs. Although, swinging was a hassle. But Twilight had managed to adapt very well.

The next day...

Rainbow Dash was riding Twilight's back as she wall climbs to on top of CHS. She handled the weight and pressure very well. "Congratulations Twilight, you have finally fulfilled your training." Rainbow Dash said, giving her the thumbs up.

Twilight was so happy. "Thank you so much Rainbow Dash, I really appreciate it."

"Now, all we need is a superhero costume for you." Rainbow Dash suggested.

"Oh, I already had one planned out." Twilight said. She shows a picture of a pink onesie she ordered from eBay that comes with a spider emblem on it. "It came yesterday after we finished training at the gym."

"A onesie, really, a baggy pink onesie?" Rainbow Dash asked, raising a brow.

"Spider-Man and maybe other superheroes like him, they wear spandex, and pretty much, it's like their wearing nothing at all." Twilight said. "So I need something loose."

"Alright Twilight. Let's swing to your house and see this onesie." Rainbow Dash suggested.

Later...

At Twilight's house, Rainbow Dash sees Twilight putting on her costume. She even had a custom Spider-Man mask and some pink gloves. "Rainbow Dash, say hello to the friendly neighborhood Spider-Girl!" Twilight exclaimed as shows herself in her complete costume.

"I got to say Twilight, it does look good on you." Rainbow Dash said. "Well, I gotta get going. So go out there and show world there's a new spider in town."

Twilight hugged Rainbow Dash. "Thank you for everything Rainbow." She said.

And so Twilight jumped out from her window and swing out into the city, as Spider-Girl.

To be continued...

Chapter 3: A conspiracy

A few days have passed, Twilight Sparkle fully embrace her new spider powers she got from her transfusion. And has fully become Spider-Girl. Thanks to Rainbow Dash's training, she's become a capable fighter, now the time has come for her patrol Canterlot city.

Spider-Girl noticed some thieves robbing a jewelry store, she sprung into action.

"Stop right there, criminal scum." Spider-Girl exclaimed. "I will ask you to put everything you stole back where it came from... Or else."

"A pink Spider-Man knock off?" The robber said.

"Since when does Spider-Man became one of them viruses to create more spiders like him?" The other robber asked.

"It doesn't matter. She's just a girl." The first robber said. "There's no way she can take us down."

Spider-Girl feels insulted. "I may be inspired by Spider-Man, but I do have super powers just like him." She said. "Watch." She shoots her midnight webbing at the second robber and threw the first robber to the trash bin. "Now, will you cooperate?"

"No way. You may have weird looking powers. But you will not stop us from taking these jewles." The second thug said.

Spider-Girl sighs. "Alright, but just say I did try to reason with you." She said as she earns at the thug and kicks him in the face and then in the stomach. She snagged the jewels back from the thug and webs up both the criminals. "Next time, when I say give them back, you do give them back."

Spider-Girl leaves the webbed up robbers for the police to find them. She then returns the jewels back to the store.

Twilight took off her mask to catch her breath. "Man, that was a thrill." She said. "But I think that's it for now. Maybe I'll go get ready for school."

Later...

Twilight was putting her backpack away. She then sees Rainbow Dash walking towards. "Hey Twilight." She said.

"Oh, hi Rainbow Dash." Twilight said.

"So, how was it being a superhero." Rainbow Dash said.

Twilight shushed Rainbow Dash. "Shhhh! Don't say it out loud, no one knows that." She whispered. "But I will say, it was awesome. I stopped some robbers who were trying to steal some jewelery."

"Well, I got to say, that is a nice start." Rainbow Dash said.

"Indeed. Though, it does make me a little scared to use my midnight magic to create webs." Twilight said.

"Really?" Rainbow Dash said.

"Yeah." Twilight said. "But I don't wanna get into that. Not yet at least."

"Okay, if you say so." Rainbow Dash said. "We better get into class."

"Your right." Twilight said. "Let's go."

After class was done, Twilight was going outside to the field to relax. Although she seemed okay, she's still haunted by her traumatic experience as Midnight Sparkle.

Just then, Sunset Shimmer joined her. "Hey Twilight. Is something wrong?" She asked.

"Not much. It's just..." Twilight sighed. She can tell Sunset about her experience cause it's something Sunset can relate to. "How long did it take for everyone to forgive you when you demolish the school and tried to mind control everyone?"

"Well, it was very tough, nobody treated me like a pariah." Sunset said. "Only Princess Twilight and the girls were able to forgive me. Though everyone thinks it's pity." Sunset remembers it all so clearly. She took over CHS so she can get Princess Twilight's element of harmony and enslave everyone into her own army to take over Equestria. "When the girls keep reminding, I sometimes think they really don't wanna forgive me cause what I did cannot be forgiven."

"Yeah. Well, some people mainly take pity on me cause... I'm not my pony princess counterpart." Twilight said. "I've almost destroyed both Equestria and our world just so I can understand magic."

"You have to know Twilight, it wasn't your fault. It's Cinch's. She manipulated into using all that magic you kept stealing from my friends." Sunset said.

"Yeah, and you hurt my feelings." Twilight added. "My device acted like it had a will of its own."

"That's because I didn't know you. You were not my Twilight Sparkle." Sunset said. "And what Cinch did to you, I was lucky to get you back into the light."

"One thing you should know Sunset, when I became Midnight Sparkle, I reveled in it. My emotions, my desire to understand magic... It corrupted my mind and I embraced it." Twilight said. "Sometimes I believe Midnight Sparkle is like a separate being then me."

"Like... Another person hiding inside you?" Sunset assumed.

"Exactly. You see, I had a nightmare 4 days ago, I saw Midnight Sparkle trying to force me to become her." Twilight explained. "But I was stopped by... Well, a different aspect of me."

"I... Don't understand." Sunset said.

"Come with me." Twilight said as she holds Sunset's hand and took her to back wall of the school. "My friends were talking about superheroes the other day, and... Well... You heard of the superhero called Spider-Man?"

Sunset thought about it. "I think I do, he's the wall crawling menace that wears a full mask and red and blue spandex?"

"Yeah that one." Twilight said. "You see, there's something that happened after my dream, I woke up and... Well..." Twilight rolled up her right sleeve of her sweater. Showing Sunset that she has some muscle on it. "It's all over my body."

"Twilight, did you work out?" Sunset asked.

"Not really." Twilight replied. "Watch this." Twilight then jumps on the school wall, and she didn't slide down and fell off.

To Sunset's surprise, Twilight was sticking on the wall. Her hands and feet where touching the wall and she was not coming down. "Twilight... What happened to you? Your sticking onto walls like Spider-Man? Did this happened during the Friendship games?" She asked.

"No, not really. It happened after my incident.at the friendship games." Twilight added. "The magic I developed awakened my spider powers."

Sunset was then confused. "But you did get bitten by a spider. Before and after we met you." She pointed out.

"That's because my power didn't come from a spider bite." Twilight said. "My powers come from... Spider-Man."

"What?" Sunset asked in confusion. "How? You never went to New York."

"Actually I did. You see, a year ago after the friendship games, I went to New York for the student exchange program. I met some new friends. Met a really sweet guy, and I got to meet Spider-Man." Twilight said. Trying to reveal Spider-Man's secret identity.

"Then how did you get his powers?" Sunset asked.

"Well, that's a bit complicated." Twilight said. "Uh... Spider-Man was fighting a supervillain called the Lizard, and I wanted to help him. But I got hurt really bad. Spider-Man rushed me to the hospital. But because I was losing a lot of blood... He did a transfusion and sent some of his blood to me."

"Oh my god, you have Spider-Man's blood?" Sunset asked.

Twilight nodded. "It saved my life, since Spider-Man has the fast healing of a spider after all."

"That makes sense. So after I saved you from being Midnight Sparkle, it awakened the rest of your powers?" Sunset asked.

"Yes. Wall crawling, the strength of a spider. And my midnight magic mix with my spider blood gave me magical webs that are the same as my magic." Twilight said.

"Wow. That is fascinating." Sunset said. "Wait, so your that Spider-Girl I've heard about on the news?"

"Yes." Twilight reached into her backpack. Showing the pink costume.

"I thought it would be spandex, now a baggy body stocking." Sunset pointed out.

"I like to be comfortable when I fight crime." Twilight said.

"Who else knows about your secret?" Sunset asked her friend.

"Just Rainbow Dash." Twilight replied. "She's been training me to fight and use my powers."

"That explains a lot." Sunset said. "Well, we better get back to class."

"You're right." Twilight said. As they walk to the door to go inside. "I'm glad I told you my secret."

"Me too, and don't worry. It safe with me." Sunset said. She gave Twilight a hug for trust.

Later...

School was out. Spider-Girl was patrolling the city. And she noticed something... It looked like a guy trying to rob a spa resort?

'That's weird?' Spider-Girl thought to herself. 'Why would he want to rob a place of relaxation? Well, I guess I better go stop him.' Spider-Girl jumped from a rooftop building and landed a few inches from the robber. The robber was already inside so she followed him. "Hey, what's the big idea?" The robber looks at Spider-Girl but he didn't looked right. He growls... Not saying a word, his body looks like it was covered in vines. "What... Are you?"

"I don't know." One of the spa employees said. "But if he can break tables walls, then he's dangerous."

The vine covered robber growls as he goes after the employees. But Spider-Girl webs him up. "Come on, let's get you out of here." She said. She grabs the employees and swings them outside. "You better get out of here, I'll take care of this guy."

"Thank you Spider-Girl." The other employee said. As they ran, Spider-Girl goes back inside.

"Okay, I don't know what happened to you, but I hope you have a good explanation." Spider-Girl said. The robber growled. "Something tells me, your not listening. Or... Your a zombie?" The vine covered robber goes after Spider-Girl, moving and running like a zombie. Spider-Girl tries shooting some webs, and then kicks the robber unconscious. She then carefully uses her midnight magic to burn off the vines. "Glad that's over."

The robber then woke up. "Where... Am I?"

"That's what I want to know." Spider-Girl asked. "Why were you attack that spa resort?"

"Hey, your that girl spider right?" The robber asked. "Wait, spa resort?" The robber looks like the building behind the pink Spider-Girl. "Why would I rob a spa? They don't have that much money."

Spider-Girl then sighed. She then thwips the robber. "Well, explain that to the police."

"Hey, get this crud off of me!" The robber demanded.

"Yeah no." Spider-Girl said as she swings away. "This is so weird, that guy was covered in vines, and he was acting like... He was under some sort of mind control." She then lands on a rooftop. "I'll have to do some investigating. Maybe find out where those vines came from."

She then decided to swing back home. She'll have to tell Sunset and Rainbow Dash about what just happened.

Unbeknownst to her, someone was watching her swing away. "So, she's took out that guy. Doesn't matter, she'll probably forget about it and so go on with her life. I got nothing to worry about."

To be continued...

Author's Note

Forgive me for the hiatus and this weak chapter. I lost motivation, but I'm trying very hard to get it back.

Chapter 4: Locating the warehouse

The next day, Twilight was chatting with Rainbow Dash at her house. She explains how there was a robbery for some reason at a spa resort. "Seriously?! A spa resort?!" Rainbow Dash asked.

Twilight nodded. "Yep, unfortunately, the thug didn't remember anything. It's almost like..."

"The dude was being mind controlled"? Rainbow Dash asked, finishing Twilight's sentence.

"Yes! Exactly"! Twilight said.

"That's gotta be Superhero basic 101, if the bay guy doesn't remember doing anything, it must mean he was brainwashed or was mind controlled." Rainbow explained.

"I believe it has something to do with the vines that was covering him." Twilight suggested. "He even said the spa doesn't make that much money that's worth to be robbed at."

"It seems most likely these vine things were controlling him." Rainbow Dash agreed. "Maybe that's why he was acting like a zombie"?

"Probably. I'm gonna do some investigating. Figure out where the robber was." Twilight said. "Something tells me, it's probably gonna get worse."

"Well, trust your instincts and your spider-sense." Rainbow Dash said.

"Thank Rainbow. And by the way, I told Sunset about me being Spider-Girl." Twilight said.

Rainbow Dash was a little surprise. "Are you serious?!" She asked.

"No. Not really." Twilight said. "She promised not to tell anyone, after all, she and I have a lot in common."

"You mean the fact that both of you destroyed the school, and almost our dimension"? Rainbow Dash asked.

Twilight felt a little bit of shame. "Yes."

Rainbow Dash knows Twilight still feels guilty after what she did during the friendship games. "You think it'll be time to let the rest know?"

"Maybe. I don't know yet." Twilight said. "Maybe tomorrow after my investigating."

"Okay then." Rainbow Dash said. "You better get going. I got some stuff to do."

"Okay then. See ya later." Twilight said as she leaves Rainbow Dash's house.

As she left, Twilight finds a bush and puts on her costume to become Spider-Girl again. She then swings into Canterlot City, looking around for anything suspicious.

Spider-Girl visited the police station where she questions the robber. "Okay, where were you when I burned off those vines on you?" She asked.

"From what I remember, I was gonna steal some money at the jewelry store, but then I blacked out and I saw you." The robber explained.

"Why would you wanna rob a jewelry store?" Spider-Girl asked.

"Someone sent me and my gang a message to rob that store." The robber answered. "If you want to know, it's on my computer at an abandoned warehouse."

"Where's the warehouse?" Spider-Girl asked.

"You figure it out." Robber said. "That's all the questions you'll get out of me."

"Ugh, fine. I'm done with you anyways." Spider-Girl said as she leaves and the robber was taken to jail. Twilight was back looking over the city. Trying to figure out where this warehouse was. "I wish Peter could help me, he IS a genius after all. He could probably hack into the city maps and help me find this hideout of that thug's." She then had an idea. "I know someone who can help me"! She went to go visit an old friend of her.

Meanwhile...

A girl with bright yellow skin and red hair with purple highlights was doing research on what appears to be Stark technology for beginners. She got a knock at her window. She looks and sees a girl in a pink suit and mask.

"Spider-Girl?" The girl asked. She then opens the window. "Are you that Spider-Girl chick I heard about?"

"Yep. That's me. It's good to see you again, Moondancer." Spider-Girl said, coming inside Moondancer's room.

Moondancer was shocked and creeped out. "Okay, two things, first, how'd you know my name? And second, I don't remember meeting you."

"That's because I'm wearing this mask." Spider-Girl said as she takes it off. "Hi Moondancer."

"Twilight Sparkle?!?!?!?!" Moondancer was surprised. "I haven't seen you since you got enrolled into Crystal Prep!"

"Yeah well, I'm not in Crystal Prep." Twilight said. "Long story short, I transferred to Canterlot High after the Friendship Games ended."

"Really?! What happened? You got expelled?" Moondancer asked.

Twilight explained how she was focused on her research of energy and how it's magic being from another dimension called Equestria. During the annual friendship games, she became a magic obsessed monster and almost destroyed reality to understand magic. "My new friends may have forgiven me, but I still feel guilty about what I did."

Moondancer was in awe. But it didn't make sense to her about one thing. "What does this have to do with you being Spider-Girl?" She asked.

"Oh right. I'll explain." Twilight explained how she got her spider powers from a transfusion with Spider-Man's blood to save her life after being injured by the Lizard. The powers layed dormant until the friendship games incident, where she still had leftover equestrian magic and it merged with her spider powers. "I wanted to make up for what I did as Midnight Sparkle, so I bought this pink suit, embedded it with a spider emblem and I became Spider-Girl."

"Wow, so you got Spider-Man's powers while you were in the exchange student program in New York?" Moondancer asked, Twilight nodded. "You know, I was gonna feel upset cause you never call or write to me, but after hearing all of that... I think I'll give you a pass."

"Thanks Moondancer. And I'm really sorry I forgot about you." Twilight said. "So much has happened and Principle Cinch was very strict."

"All is forgiven Twilight. So if you're Spider-Girl, why are you here?" Moondancer asked.

"I was wondering if you wanna help me with a little hacking." Twilight asked. "I know your good at it."

"Hacking? What do you mean?" Moondancer asked, being confused.

"In case you didn't see the news, I stopped a robbery from a spa resort, and the thug said he had a hideout at a warehouse." Twilight said. "I was wondering if you can help me out."

"I take it you want me to hack into the city maps of Canterlot to help you find this warehouse." Moondancer put together. Twilight nodded. "Okay then. But on one condition. You're gonna need help to where you can find certain locations. You'll need a partner."

"So, you wanna be my guy in the chair who helps me locate some crime?" Twilight asks.

"Exactly! Only I'd be a girl in the chair." Moondancer added. "Be sure to call me if you can't find crimes or certain locations."

"Well, I am new to this superhero gig. Soooo... okay then..it's nice to know we'll be working together again." Twilight said.

"Alright!" Moondancer said as she opens he computer and gain access to the city wide map of Canterlot City. "So you said the thug mentioned a warehouse right"?

"Yes. But he didn't give me the specifics." Twilight said. "He just said an abandoned warehouse."

"Hmmm..." Moondancer typed on her keyboard. "They're 2 known warehouses in the city that are abandoned. One near the docs, it's a rusty old one and one near a construction site and it's known as Warehouse 64."

"Can you manage to hack into one of those warehouse's secruity cameras to see if that have the stuff the thug mentioned?" Twilight asked.

"I can try." Moondancer said. She types on her keyboard, but there was an error. "No use, there's no electricity. Perhaps the warehouse is too abandoned "

"or maybe the thug must've shut it down to save the power." Twilight suggested.

"Then the only way to find out is to get over there and turn on the power to those warehouses." Moondancer said.

"I'll start with warehouse 64." Twilight said. "Thank you Moondancer. I'll call if I find anything."

"Good luck!" Moondancer said.

Later...

Spider-Girl swinged to the warehouse, and got inside. She looks around and the place was crowded with people in vines. They were moving like zombies. Some even white boards with maps of Canterlot City and where to strike next. "Weird." She said to herself. "Are they supposed to be zombies or something else?"

She crawled on the ceiling, hoping no one will saw her. She sees the vine talking about the next spa resorts their going to be attack. "Spas?" Spider-Girl asked herself. "What's wrong with spas?"

She then listen closely. "The next spa resort is closest to Filthy Rich's home." One of the vine people say. "Once we destroy those resorts, we then strike at Filthy Rich himself."

'Filthy Rich?' Spider-Girl thinks to herself. 'That greedy snob? What does he have to do with this?' Spider-Girl decided it was time to take action. 'I better take out these people and see if they know anything.' she then thwips some midnight webbing at one of the vine people and covers them up like a cocoon.

"Get her." One of the vine people say as they run towards her. "Make sure she doesn't meddle!" Two vine people said at the same time.

"That's not right. Their talking like... A hive mind." Spider-Girl said. She then quickly knock out 3 of the vine people and then webs up 4. "okay, that's 7, there's one more." She then sees a vine thug and swing kicks him out.

"Release the hounds." One of the vine people said.

The pink Spider-Girl's spider-sense went off. "Again...?" She heard crates being destroyed. And out from the crates were 3 big tree like wolves. "What the!" She rolled away to the higher shelves. "What are those things? Tree wolves?"

The tree wolves barked and one of them was climbing up the shelves to get catch Spider-Girl. But Spider-Girl jumps to the ceiling and drops down with her midnight webs to burn the tree wolf and it explode. "Whoa, you guys have a weakness." One of the tree wolves tries to pounce at Spider-Girl but she keeps dodging. And kicks one them, then grabs one by the tail and throws it around the warehouse and webs it with her midnight webbing, and it too explode. Then the last one, she uses a bit of her midnight magic to levitate the tree wolf and throw it to the broken crate. But she was having flashbacks of Midnight Sparkle and she stopped. She's still traumatized about being Midnight Sparkle during the friendship games. But she won't let that stop her. She covers up the tree wolf with her midnight webbing, and it too exploded

With the tree wolf's settled, she used a bit of her midnight magic to levitate the people out of the warehouse since the vines on them were burned."There, now to get some answers." She then grabs the thug, and the vines quickly burned out from his body. And the other infected people were free too. "Alright chuckles, you better tell everything you know."

"I... Ain't telling you spit!" The thug said. "I can't remember."

"That's a lie, but then again, I thought you say that." Spider-Girl then webs up the thug and puts him upside down, dangling from the ceiling. Spider-Girl was upside down, sticking to a board line that connects the roof of the warehouse. "Ya know, I never really suspended a man like this before. I hope this web line holds."

"Alright, alright, alright!" The thug said. "I'll talk. I'll talk."

"Good. Now tell me, why are these people being controlled by these vines?" Spider-Girl asked.

"I don't know where they come from. All I know is, they seem to have some sort of link to whoever is controlling them." The thug said. "But they seems to be sharing a single conscious. Like a hive mind."

"And what's with the spa resorts being targeted?" Spider-Girl asked, showing the maps of the spas drawing with circles.

"I don't know. I black out after hearing about the spa. I thought it was only for the money. And those people, must be desperation." The thug said.

"Okay, and one more. Do you know where these vines come from?" Spider-Girl asked.

"No, all I know is, they come out of bushes, trees and even underground when there's dirt. That's all I know. I swear." The thug replied.

"There's a good thug, you see. Your not as dumb as you look." Spider-Girl then jumps down and cuts the web line and puts the thug down. "Now, you don't know who your boss is, and why he or she is after the spa resorts around the city?" Just as she seems to be getting info, her spider-sense went off. "Look out!" A massive seismic blast hit her and knocked out the thug. Spider-Girl managed to get up after that hit but then she heard what seems like singing, and she before she could act, she got hit by another seismic blast. "Was that... Singing?"

A girl walked towards Spider-Girl. She had yellow skin, and big puffy orange hair, and a half broken neckless. She was pretty. "Get up Sparkle, I'm not beating in you yet."

"Do I know you? How'd you know my name?" Spider-Girl asked.

"You don't remember me?" The girl asked. "Your hair and voice sound familiar. That's how I remember you."

Spider-Girl looked closely at the girl, then remembers what Sunset Shimmer and the other girls told her. About the battle of the bands incident. "Your... That siren?"

"Yes." The girl confirmed. "My name is Adagio Dazzle, leader of the Dazzlings, and I can't believe the princess of friendship is dressed up a Spider-Man rip off."

"I'm not the girl your referring to. That's my pony counterpart that appears to have taken my life here before I came." Spider-Girl said.

"Wait, your the Twilight Sparkle of this world? You are the real human verison?" Adagio asked.

"Yeah?" Spider-Girl replied.

"I find that hard to believe but I felt magic again, it was interdimensional. I felt Equestria being gripped into this world." Adagio said. "You had that magic, didn't you Sparkle?"

"Not anymore." Spider-Girl said. "And it looks like you still have your magic after other me and my friends defeated you and your friends."

"Indeed." Adagio said, as her dazzlings come out from the shadows "We discovered a way to form them back and still entertain the humans. But if you like that blast I gave, you better hold still, cause your gonna love this!"

To be continued...

Author's Note

There's some bad writing, I'll try my best next time.

Chapter 5: Sirens and Tree Wolves

Spider-Girl was dodging Adagio Dazzle. 'So this is that siren girl Sunset and the girls told me about.' She thought to herself. 'But she thinks I'm the other me from Equestria .' Spider-Girl then kicks Adagio in the face, she went flying and fell on the floor, knocked out. She then noticed something on her. 'Vines too? That can't be right. She must also be controlled by whoever is doing all this.' Spider-Girl.was trying to figure out the views until they burned out. "Well that's weird." She said. Just then her spider-sense started tingling.

She then sees a tree monster running after her, she managed to get out of its way. Unfortunately, it was trying to kill her. Spider-Girl got a good look at what it was. It looked like some kind of tree Wolf. "Nice doggy... Nice... Big tree doggy." She questions herself how or why is this a thing. But she didn't have time to question, she was fighting the tree wolf and shot her webbing onto its mouth. It tries to use its tree like paws to break free, but just then, her spider-sense went off again. She smelled smoke and then she then noticed... Fire. It was burning the warehouse. Spider-Girl panicked. She wanted to stop the tree wolf, but she can't leave Adagio Dazzle to die in the fire, she'd be no better then her. But then the tree wolf tried to attack her again. So she used her magic webbing to shot at its torso and through it the wall, falling into the fire, burning it up and exploding into pieces.

"Okay, I believe that's all the time we have for today." Spider-Girl said. "I think we made some real progress today Adagio, I really think so." She then holds Adagio from her hands. "Look, I don't know you, but when you get prison, remember to share your feelings.wkth the rest of the inmates okay?" Spider-Girl then leaped of the warehouse via a window and then she webs up Adagio to a street lamp as she goes and the police came.

"Hmmm... So, the thug said that the vines come from trees, bushes, and under the soil of the dirt." She said. "Hmmm....what would Peter do?" She then got a ring from her phone. Moondancer was calling her. "Hello?"

"Twilight are you okay?" Moondancer asked.

"I'm fine." Spider-Girl said. "But your gonna believe what I saw and fought."

"What is it?" Moondancer asked.

"Well, I found this siren girl who attacked CHS a while ago before I transferred there." Spider-Girl said. "But that's not the shocking part. I saw what looks like a tree wolf."

"A tree wolf?" Moondancer asked.

"It was a wolf made of branches or something. It was freaky." Spider-Girl said. "The thug told me that the vines mostly come out of the ground or anything that has bushes or trees."

"So it has to come somewhere near environments like that." Moondancer suggested.

"Yeah, I'm gonna head for bed. Perhaps I find out more about this tomorrow." Spider-Girl said.

"Okay then. I'll keep you updated on what I could find that could lead to a clue. Bye." Moondancer said.

"Bye Moondancer." Spider-Girl said as she hung up her phone. "Maybe Sunset could know about these Wolf tree monsters. Maybe she has them in Equestria."

Spider-Girl swings away to her home, unaware that someone was watching her from the shadows. And it shows a girl about her age, with a flower crown on her head. "Looks like she'll be getting closer to the case." The girl said. "I can't let her interfere again. Underestimate me once, shame on me, but underestimate me twice..." Her eye started twitching. "I'm not going to let her stop me. I got this." Then girl then left.

Things were about to get interesting.

To be continued...

Author's Note

Sorry for the long wait. I ran out of ideas so this chapter is short.

Chapter 6: time for truths Part 1

"So you were attack by a girl with very big poofy hair and a giant wolf made out of trees?" Sunset asked for friend Twilight via a phone.

"Yes. That girl is one of those sirens you and the others told me about during your Battle of the Bands fiasco" Twilight replied. "But that sentiment tree Wolf creature, that seemed illogical."

"Well not exactly. Their logical in my world. What you fought was a timberwolf. A vicious tree creature from the everfree forest." Sunset said. "Their very dangerous, how did one get here?"

"I don't know. Thankfully it was destroyed in the warehouse." Twilight added.

"You should be more careful, there's no doubt something is causing creatures like the timberwolf to pop into your world." Sunset said. "We need to let the other knows."

"No Sunset. Not yet." Twilight said. "I'm not ready for that yet."

"Twilight, the others need to know about your secret identity, we're friends." Sunset pointed out.

"I know, but only you and Rainbow know." Twilight replied. "I don't know what the others will think, and they would question why I'm doing this. Please don't tell them yet."

Sunset had no choice but to respect her friend's request. "Alright Twilight I won't." Sunset said with a sigh. "She ya tomorrow."

"Thanks Sunset. Bye." Twilight replied, hanging up her phone. She let out a sigh. She then remembers her time with Peter after she found out he was Spider-Man. "I wish I can see you again Peter. I feel like we have a deep connection now that I'm like you." Twilight decided to go to sleep and check in with Moondancer in the morning when she wakes up. That night though... she couldn't stop thinking of Peter.......

In Twilight's dream, she sees herself, in a radical Spider-Girl costume, fighting along side Peter in an all new Spider-Man get up. They were battling one of Spider-Man's villains. Electro. Then the Beetle, and finally, Doctor Octopus. Twilight and Peter shared a kiss in their costumes.

Twilight took short breaths while making out until her dream changed into something else, she started seeing different web patterns, but they weren't just any webs, the patterns are windows to different worlds. She took a peak and see other worlds with different Spider-Men, women and children. A world where a black hooded Spider-Man was battling a masked kingpin of crime. Sorta looks like a luchador.

Another one where it's like how her counterpart came to earth to take her crown back from Sunset Shimmer, but she sees a yellow and green Spider-Man literally using his fists to fight the demon Sunset Shimmer.

There was even one where Twilight sees a cute, sky blue, red and white Spider-Girl with pink highlights on her hair, fighting an evil glowing alien-looking Spider-Girl in another dimensional breach.

But what peaked her interest the most... is a world where she lived in New York City, with Spider-Man, and she let her hair down and had a sleeker costume. They looked so happy, and they had defeated a villain in black armor with red energy.

She then sees a flash of light and she sees a version of herself with flowing hair and a different costume on. Looking like an armored magical woman. "In time... you will learn the truth. There are countless worlds where you and your true love are together forever. I am the first that spawned many. With this knowledge, be wise to your friends, for your friendship will help you. We will meet again... on my terms once more." As the flash of light shines all over the abyss...

Twilight woke up from her bed, her face turned red a bit and she went to go shower. "Was that all... real?" She asked after coming out of the shower. She then heard a knock at the door. So Twilight quickly got changed and ran towards the door, maybe it was either Rainbow Dash or Sunset Shimmer, or the other girls. But there was no one there. Spike would've barked, or yell since he can talk. So Twilight opened the door, and in the porch, was a package for her. She picked it up according to the envelope... it was from... "Peter Parker?"

"How did Peter Parker know where you live, let alone, know you have spider powers?" Spike asked.

"....I honestly don't know." Twilight replied. She then brought the package inside her house and opened it. Inside were two bracelets, looking like gadgets. Twilight then recognized the designs. "Web shooters?"

"Web shooters?" Spike asked whole eating his dog food.

"These look like... Peter's web shooters." Twilight said. She then noticed a note, and it said... 'Use them well, love Peter.' And on the back it had a formula to create web fluid. Twilight was confused, but she didn't care. She hugged the Web shooters tightly. I promise to use them well... my love, and one day.... I'll come to you."

"I hope you don't plan on using those to swing around the city with me Twilight." Spike said, quivering.

"Of course not. I've only Web swing with my magic, but now that Peter had given me his web shooters, I don't have to rely on it that often anymore." Twilight said. "I'm gonna go take these things out for a spin..." she then waves goodbye to her dog as she puts on her costume, and jumps out of the window to test out her now Web shooters.

Twilight leaped from rooftop to rooftop until she got to the tall buildings. She started off at a near bodega store. And crawled up to the rooftop. "Alright, I can do this." She took a deep breath and shoots a web at a wall across the street. "Here goes nothing." She then jumps off the rooftop of the bodega store and she was swinging. She then shoots another web at the next building beside the wall and as she swings, she was building velocity. She used her legs to yank up and she let's go of the web as she felt like she was soaring through the air. And as she dives, she shoots another web and swings, and another, and another. She got really use to the web swinging. She even started singing to herself.

"Spider-Girl, Spider-Girl, does whatever a spider girl does." She then stopped. "Doesn't sound that good." She said to herself. "Oh well. Woohoo!" She continues her swinging until her spider-sense started tingling and she accidentally hits a lamppost. "Ow." She said as she falls down but thankfully landed in her feet. She shrugs it off for a bit and decided to go see what was going on that made her spider-sense tingle.

Twilight sees another spa resort and people were running away. She asked one of the bystanders what was going on. "There's some kind of maniac with weird looking vines coming out of his hands. He's trying to destroy everything in there." The bystander said.

As the woman ran away. Spider-Girl decides to see what was going on. She web zips towards the entrance of the spa resort and sees smoke and then vines trying to grab her. "This again?" She asked. "Why didn't Moondancer tell me anything?"

Spider-Girl then sees a man in a trenchcoat with glowing green eyes. And was groaning.

"Another zombie goon?" Spider-Girl asked. "This doesn't make any sense." She uses her Spider strength to rip the vines from her neck and shoots a web at the vine man and pulls him in, and started giving punches, a swift kick, and then throws him to the wall. She noticed the resort is starting to come down. And Spider-Girl grabbed the vine covered man and escaped.

After getting out of the destroyed spa resort , Spider-Girl sees that the vines has left the man. Making him back to normal. A police officer, an ambulance and a firetruck came to the scene of the collateral damage, and they see Spider-Girl put the man down. The police officer ran towards her. "Did he caused all this?"

"I think so, but he has some vines covering his body." Spider-Girl said. Just then her spider-sense went off as she hears cries for help from the resort.

"Help! I'm stuck. Help us!"

"Oh no. There's still people in there." Spider-Girl said. She then runs back towards the resort.

"You can't go back, the building is still collapsing." The police officer said.

"I have to, it's my responsibility." Spider-Girl replied as she resumes her running back inside the resort.

Walking down the street, Rarity sees the spa resort breaking into pieces. "What! NOOOOO!" She ran across the street as she sees her favorite resort being destroyed. "This can't be happening!"

Meanwhile...

Spider-Girl, inside the crumbled spa resort, found two people stuck underneath the rubble. She lifts it off of them and helps them out. "Are you okay?" She said, looking at the two girls. They were in uniforms. They nodded. "What's your names?"

"I'm Aloe and this is my sister Lotus Blossom. We work here."

"How did you get stuck under here?" Spider-Girl asked.

"We were getting everybody out safe and sound but when the last person left, that creepy man with the vines around his body keep this in the the ceiling." Lotus replied.

"Well don't worry. I'm here to get you out." Spider-Girl said. She threw the rubble away and offered her hands to Aloe and Lotus. "Hold on tight." She said as she makes them wrap their arms around her neck and waste as she runs and leaps towards the exit.

Back outside...

Rarity and everyone else who left the spa resort were all in shock that Aloe and Lotus Blossom were still inside. "Isn't anyone going to save them?" Rarity asked.

"Look!" A girl pointed everyone sees a shadow from the smoke debris and out of the smoke, was Spider-Girl with the spa twins with her.

Rarity was in awe. "They're saved!" She exclaimed.

Spider-Girl and the spa twins coughed as the hero puts Aloe and Lotus down. And they ler go of her. They then look at Spider-Girl and they smiled feeling grateful. "Thank you so much." Aloe said.

"For saving us." Lotus said. "What's your name?"

Twilight, still in her costume. Simply said... "Spider-Girl."

"Well, thank you Spider-Girl." Aloe said as she kisses Spider-Girl on the cheek.

Twilight blushed inside her mask. But at least she saved the day. "Um... You're very welcome." She then sees her friend clapping. "Rarity?" She accidentally said out loud.

Rarity gasped. "You know my name?" She asked.

Twilight then got shocked that she said her best friend's name out loud by accident and starts swinging away. "Just another day in life of your friendly neighborhood Spider-Girl." She stated as she swings. Everyone cheered for Spider-Girl saving the spa twins' life.

Rarity didn't cheer cause Spider-Girl said her name. But then she realized something... Her voice sound really familiar... And since Spider-Girl was covered in rubble stains, she didn't see the color of her hair. "Was that... Twilight?" She asked herself.

Back at home...

Spike was watching TV, and saw in the news of what Twilight did as Spider-Girl. "Wow, not bad Twilight."

Just then, Twilight came back through the window and took off her mask. "Okay, that was exciting, but I'm done for now." She said.

"Twilight, I saw what you did on the news. You saved those girls." Spike said.

"Yeah I did. But Spike, I saw Rarity." Twilight said.

"So what, she doesn't know you're Spider-Girl." Spike said. "Does she?"

"I'm hoping she doesn't." Twilight replied to her dog. "I accidentally called her name after my big superhero rescue." Just then, Twilight and Spike heard the doorbell ring. Which jumped Twilight. "Oh no, what if it's her?" She asked.

"It could be Sunset, Moondancer or even Rainbow Dash. Only they know your secret identity." Spike said.

Twilight tried calming down. "Okay, I'll check." She said. She the. Walked up to the front door and opened it and she is startled to see Rarity with her hands on her hips. "Uh... Hi Rarity. What are you doing here?"

"What do you look started Twilight? It's like you committed a murder." Rarity said.

"It's....nothing. i... Had a stressful morning. That's all." Twilight replied.

"Really darling? How stressful?" Rarity asked while looking at Twilight's face up close.

"Like... I had a bad back..that's all." Twilight said.

Rarity moved her face away from Twilight's direction. "I don't buy it. If you had a bad back, you would be in a different position." She then walked into Twilight's house. "Say Twilight, have you heard about this Spider-Girl that helped saved my favorite spa girls from my... Now destroy spa resort I like to go to?"

"Uh... I just turned on the TV and just saw it." Twilight said. "I heard.the Spider-Girl's been around for a while."

"True, but she didn't do any feats other then fight off that siren girl from a warehouse." Rarity said. "So, you sure you didn't see her or heard about her saving the people at the spa resort?" She gave out a sus face.

"No. I didn't." Twilight nervously smiles.

"Then you don't mind if I... Go to your room!" Rarity quickly shouted as she ran to Twilight's room.

Twilight's heart started racing. She rushed towards her room. "Rarity wait!" But it was too late.

Rarity sees Twilight's pink Spider-Girl costume and was wearing her web shooters. "Ah ha!" I knew it!" Rarity said. "You don't hear about Spider-Girl, because you are Spider-Girl! I knew your voice sounded familiar when you called my name."

Twilight didn't want to lie, so she lowers her head in defeat. "Yes. You got me. I'm Spider-Girl." She confirms.

"I want one more piece of evidence." Rarity said. "Stick to the ceiling."

"What?" Spike asked.

"Do it.” Rarity said. "It will seal my investigation."

"What are you a detective?" Spike asked but then Rarity shots a web at Spike's muzzle.

Shocked a bit from the pressure, Twilight had no choice but to comply. So she flips up to the ceiling and used her hands and feet to stick onto it. "There. I did it. Are you mad at me since I was lying?"

"At first I was darling, but then I remember how the superhero monopoly works." Rarity said. "When protecting your secret identity, is to prevent the bad guys from figuring you out and tracking down your loved ones to get to you." Twilight then jumped down. "But there is a loophole to that concept. If the burden of keeping your identity a secret is so strong it's okay to share with others to help lift the burden up as long as they are loyal, supportive and trustworthy of you to the very end."

Twilight was surprised. Although, there was more to gee being Spider-Girl then Rarity knows. "Well, I guess when you put it like that, I guess your right." She said.

"Of course I am, Twilight." Rarity said. "Although, I do wonder, how did you ended up like this? I mean, getting your powers and all. And why."

Twilight made a sad expression. "You know why..." She said.

Rarity then remembered something... "The Friendship Games incident?" Rarity asked and Twilight nodded. "But dear, it's not you're fault. That principal of yours was manipulating you all just to win. We'll tell the others and we'll help you."

"The school." Twilight said. "Can we tell them at the school grounds?"

Rarity understood that Twilight was very fragile. But she also has to remember that she's not like her pony princess counterpart. "Alright Twilight. I won't tell anyone to meet at front yard of the school. But be sure to let us know."

"I will. Thanks Rarity." Twilight said giving her a hug.

Rarity embraced the hug. "Does anybody else know about you being Spider-Girl?" She asked.

"Sunset, Rainbow Dash, Spike, and my old friend Moondancer." Twilight replied.

Later...

Sunset Shimmer, Rainbow Dash, Applejack, Rarity, Pinkie Pie and Fluttershy were waiting at the front of the school.

"So, what is this thing Twilight wanted to tell us?" Pinkie Pie asked.

"Don't know. She said she had to get something off she chest." Sunset said.

"You think she still feels guilty after what happened at the Friendship Games?" Fluttershy asked.

"Can't say Ah blame her. She almost torn up our world just to get to Equestria." Applejack added.

"And we forgave her. Remember, I tried to enslave everyone at CHS into my own army to take over Equestria." Sunset reminded the girls.

"Ya know, when you think about it. We are a really forgiving group." Pinkie said.

"That's different." Rainbow Dash said. "Princess Twilight believed we can forgive her. And it took a while for everyone to do the same."

"It really isn't." Rarity said. "Twilight has PTSD. I can tell. And she's trying a lot of thing to cope with it."

Sunset was a little suspicious at Rarity's reaction. "How can you tell she has post traumatic stress disorder?"

"I can see it in her eyes." Rarity said to Sunset. "When everyone saw you as a pariah after your incident, you felt ashamed. When Twilight became Midnight Sparkle, she literally feels a lot of guilt for what she has done. It's almost as if she doesn't want to l-"

"I'm glad you all could make it." Rarity's sentence was cut short as she and everyone else heard a voice. As they look up they see Spider-Girl on the broken statue.

"Spider-Girl!" Pinkie Pie cheered.

Spider-Girl then jumped off the statue and landed in front of the girls. "Hello everyone."

"Who, this is so cool!!" Pinkie said. "It's the Spider-Girl, the only who beat that siren chick the other night and those criminal scumbags covered in vines in those spa resorts.

"I appreciate the nice comments Pinkie, but I'm not here to talk about my deeds." Spider-Girl said.

Pinkie Pie's excitement paused. "You know my name?"

"Yeah. I know all your names." Spider-Girl said.

"That's kinda creepy, sugercube." Applejack said.

"How do you know our names?" Fluttershy asked.

Spider-Girl looks at Sunset, Rainbow and Rarity. They know what's about to happen. "Because... There's something I have to tell you... Or in this case. Show you." Spider-Girl then took off her mask. Sunset, Rainbow Dash and Rarity pretended to have reactions while Pinkie Pie's, Applejack's and Fluttershy's were real as they saw their new best friend in the pink Spider-Girl costume. "It's me."

"Twilight!" You're Spider-Girl???" Everyone asked.

To be continued...

Author's Note

Sorry i took forever. I completly forgot. I already written it but I hadn't gotten pictures.

Chapter 7: time for truths part 2

"Twilight Sparkle, all this time, you were Spider-Girl?" Pinkie Pie gasped.

Twilight nodded. "Yes."

"But, why didn't you tell us?" Fluttershy asked.

"Because superheroes keep their secret identities, darling." Rarity said.

"But, we don't! When we pony up." Applejack stated.

"That's because people saw us transform whenever we help people." Sunset Shimmer said. "It's practically pretty common."

"But sometimes, keeping a secret identity can be a heavy burden and you have to share it with someone you can trust." Pinkie Pie said.

"So, you don't trust us with telling us you are Spider-Girl, Twilight?" Fluttershy asked.

"I'm still new to this superhero stuff. So far, all I got is that I beat one of those dazzling siren girls you defeated at the battle of the bands." Twilight said. "And after what I did at the friendship games, well, something happened to me."

"Twilight, it wasn't your fault." Applejack said.

"It didn't matter, as Midnight Sparkle, I was a monster, and every time I looked in the mirror, I see her. So, ever since then... I wear this costume, to forgive myself for what I have done." Twilight explained.

"I get it now." Rarity pointed out, snapping her fingers.

"What?" Pinkie asked.

"Twilight is suffering from PTSD." Rarity exclaimed.

"Doesn't that stand for, Post Traumatic Stress Disorder?" Sunset asked.

"Yes it does, darling." Rarity said. "You see, ever since the friendship games, and how Cinch manipulated Twilight into becoming Midnight Sparkle, it's traumatizing for her because she literally almost destroyed reality trying to get to Equestria. So by becoming an actual superhero, it's her coping mechanism."

"Well, I guess that makes sense." Fluttershy said.

"But wait a moment." Pinkie Pie said. "When Twilight revealed her secret identity to us, Dashie, Sunset and Rarity didn't react with me, Applejack or Fluttershy."

"Yeah, what gives?" Applejack asked.

Rainbow Dash, and Sunset nervously chuckled. "We kinda knew what before you 3." Sunset said.

"I'm the one who helped train Twilight." Rainbow Dash added. "So I know already."

"But we didn't know Rarity already knows." Sunset said.

"I knew since yesterday since I saw Twilight saving the spa resort from some vine themed goons." Rarity said. "And then she called my name when I was amongst the crowd. So I figured it out and even suggested that she tells the rest of us."

"Anybody else know about you as a superhero?" Fluttershy asked.

Twilight points at Sunset, Rainbow Dash and Rarity. "Just them, as well as Spike and my old friend Moondancer."

"Who?" Applejack asked.

"Long story." Twilight replied. "So, you're okay with me being Spider-Girl?"

"Of course we are." Fluttershy said. "No matter what, you're our friend."

"And we'll help you through your trauma." Applejack added.

"And your burden as a costumed crime fighter." Rarity added.

"And trust me Twilight, I understand what you're going through, when I tapped into magic, I became a monster too. So you're not alone in this."

"So matter what, we got your back, rather your Spider-Girl or Twilight Sparkle." Rainbow Dash added.

"As long as you tell us how you became Spider-Girl in the first place, cause something tells me, this was not from the friendship games." Pinkie said.

All of Twilight's friends were in a group hug, easing Twilight's stress. "Thank you girls. And sure thing. I'll tell you everything about my... Well, origin story into this."

"Yay! Story time." Pinkie said. "Better then any comic book."

"Then, let me start at the beginning, one last time." Twilight said as she explains what happened to her way before the Friendship Games.

Twilight explains how during her secondary year at Crystal Prep, she signed up for the student exchange program... At Midtown High in New York. And how she met Peter Parker and how he was being bullied after his break up with Mary Jane, and the responsibilities he was going through after he lost so much family.

Applejack couldn't help but relate to Peter's backstory. Knowing the fact that she too lost her parents many years ago, although unlike Peter, she remembers her parents.

Twilight continues explaining everything, how she started having feelings for Peter and even tried to help Spider-Man fight off one of his enemies, the Lizard. And how she got badly hurt in the process. So Spider-Man had to take her to the hospital and give her a transfusion to save her life.

She also explained that her spider powers have been dormant in her body ever since she left New York and returned to Canterlot City.

"... But then, the incident at the Friendship Games happened, and... You know what happened afters." Twilight said.

"Cinch manipulated you into unleashing the magic you took from us when we pony up due to our acts of friendship." Pinkie said. "Turning you into Midnight Sparkle, and opened portals to Equestria."

Twilight still feels unhinged at what she has done when that happened. "Yes. After Sunset Shimmer saved me, and I transferred to CHS, I felt like an outcast, but one day, I woke up, and I had the strength of a Spider, and I could climb walls, and have spider-sense." She explained. "The only hypothesis I could think of, was that after I was turned into Midnight Sparkle, some of that magic is now a part of me and it woke my dormant spider powers."

"And with my help, you choose to use your powers for good, and boom, Spider-Girl was born." Rainbow Dash stated. "Typical hero stuff."

"It was more than that, Rainbow." Twilight said. "I still felt guilty for what I have done at the Friendship Games. All because of my stupid ambition to understand magic. So... I wear this costume, to forgive myself for the evil I once was."

"So, being Spider-Girl is your redemption?" Fluttershy asked.

Twilight nodded. "It's the only motivation I have. I always wanted to be like Spider-Man, but now I have a reason to do so, and this costume, these powers, it will help me forgive myself for all the terrible things I have done as Midnight Sparkle."

Rarity places her hand on Twilight's shoulder. "Darling, we're so sorry for what you've been through. We didn't know you're still feeling guilty for what happen at the Friendship Games."

"It's okay." Twilight replied. "But it was because of Spider-Man, I've got to become this." She pointed at her costume.

Sunset places her hand on Twilight's shoulder next. "I think I speak for everyone when they all agree with that... If this is what you really want, Twilight? Then we'll support you." She said.

"That's right, sugercube. All of us." Applejack said.

"And if I got say Twilight, those muscles you have, their very cool." Rainbow Dash said. "You're thinking almost rival Applejack's."

"Don't push it." Applejack said to Rainbow Dash.

"Okay sorry." Rainbow Dash apologized.

"Thanks girls." Twilight said with a sigh of relief.

"Although, if I were to make a suit for you darling, I wouldn't use a normal onesie, I would use spandex." Rarity suggested.

"I understand, but I don't wanna use that yet. This onesie keeps me warm and comfortable. Twilight said.

"There is one thing I don't understand though, Twilight." Applejack said. "So recently when you were fighting that guy who attacked one of the spa treatments around town, why was he covering in those weird looking vines?"

"That's the one thing I don't know." Twilight said. "And that guy is not the only one I've come up against."

"What do you mean?" Fluttershy asked.

"I fought that siren you girls faced during the battle of bands. Adagio Dazzle." Twilight replied.

The girls were shocked, they haven't heard from her after Sunset's forgiveness make with their rainbow power defeated the Dazzlings's necklaces that absorbs magic from hate. "You saw fought one of the Dazzlings?" Pinkie Pie asked.

"It wasn't just her, I also had to fight this weird looking weird looking creature. It looked like a sentient tree wolf monster." Twilight explained.

Sunset easily remembered what Twilight was describing. "A timberwolf. A horrifying creature from My world, they live in the everfree forest, they're like wolves, but their bigger and they are made out of trees. They are vicious. How did a timberwolf come into Earth?"

"I don't know." Twilight said. "But I think it has something to do with fighting that siren who was mentally broken, apparently, in fighting those guys covered in Vines attacking those spa resorts."

"Why would someone attack every single spa resort in the city?" Rarity said.

"Beats me?" Twilight said. She then looks at Sunset. "The sirens couldn't be responsible for it since I only fought one of them, that it could be possible that there could be another villain from Equestria they came to Earth and are attacking these certain areas?"

"I'm not sure." Sunset said. "I'll have to talk to Princess Twilight though. Ask her if she knows any evil creatures from Tartarus that are figured out a way to come to Earth."

"Well Sunset is doing that, I will go do my own investigation. And find out who is the culprit responsible forthese spa attacks." Rarity said.

"Really?" Twilight asked.

"Oh course darling." Rarity said. "We have our superpowers as well, so we might as well, use them to help you out."

"Even though your powers are genuine due to a transfusion while we have magical ones that we're still trying to adapt too." Pinkie said.

"We'll let you know if we find anything of value for these random attacks." Fluttershy said.

"Thanks girls." Twilight said. "I got to get going on patrol, so, let me know." She then puts back on her mask and web swings away. "Good luck." The girls wave goodbye as they start their personal investigations.

Unaware, someone was watching them from a distance, a boy about their age, sees them discussing, but he felt very guilty for some reason. He then sighs, and then walks away.

"I'm sorry sis, but.. you left me no choice."

To be continued...

Chapter 1: Origins Part 1

Being the new girl is not easy sometimes, especially when you turn into a magic hungry creature wanting to bridge two worlds just to understand and steal all the magic even if she's destroys her world to get it.

As Sunset Shimmer accompanied Twilight Sparkle threw the hallways. Twilight gives a sad look to the other students. Like they did to Sunset, they give a mean look to Twilight because they were scared.

With Twilight feeling depressed about her incident during the Friendship Games. Sunset Shimmer tried to cheer her up. Letting her know it wasn't her fault. Cinch manipulated her into releasing all that magic. But Sunset tells Twilight how she went through the same thing and became a demon to enslave everyone.

Later...

Sunset was going giving some new students a tour of the school. And Twilight went with her new friends, Pinkie Pie, Rainbow Dash, Rarity, Fluttershy and Applejack outside. Rainbow talks about the greatest heroes of the world, the Avengers and how they fought a group of supervillains called the Squadron Supreme. Rarity talks about how Black Widow and is the only woman in the team. But Applejack talks about the Avenger's solo member... Spider-Man. Twilight eyes opened when Applejack mentioned him. "Hey Applejack, can you tell me more about this spider person?" Twilight asked.

"Wow Twilight," Applejack said in surprise. "Ah can't believe you’re into that type of stuff. Are you sure?"

"Yeah, why wouldn't I be." Twilight asked again giving a little troll grin.

"Because you're an egghead, duh." Rainbow Dash said sarcastically while still confused with Twilight.

"You shouldn't be invested in superheroes."

Rarity slapped Rainbow to shut her up. "What she's trying to say darling, is that your more into science and research and you wouldn't be into that type of stuff."

"Nah... I'm good. Tell me about him." Twilight said. She secretly knows about Spider-Man, but she wants to hear more about him from another one's perspective.

"Uh... Okay." Applejack replied awkwardly

So, Applejack talked a lot about Spider-Man, it made Twilight intrigued by all this. She heard all she needs to know. "Thanks Applejack, he's sounds amazing.” Twilight said. Twilight went back inside to for lunch.

Applejack was confused. "Uhh... Your welcome I guess?"

"Um... What do you think that was about." Asked Fluttershy.

"I'm not so sure surgercube. The Twilight we know would never be interested in that type of stuff." Applejack replied. As Twilight left, Applejack and the girls talked about her. "Do any of you find it weird Twilight would be fascinated in a superhero like Spider-Man?" Applejack asked.

The girls nodded. "I would think she would be interested in egg headed superheroes like Beast, Mr. Fantastic or even Doctor Strange." Rainbow Dash said.

Rarity slapped Rainbow Dash again. "Can you please stop calling her an egghead!" She shouted.

"Well, what else am I suppose to say about her. She's not the Twilight we know. She's literally has the personality of a nerd. And I can't say that so Egghead Twilight is all I see. I don't see Princess Twilight." Rainbow Dash said.

The girls give Rainbow Dash a stern look. "Look Dashie, whether you like it or not, Princess Twilight is from another dimension, where it's a monarch society. We are not monarch." Pinkie Pie said. "And Princess Twilight didn't know much about our world. Especially since in her world, everybody is a talking pony."

"Okay, okay, I get it. But it's just not the same." Rainbow Dash said with a angry sigh of relief.

"Then why don't you tell Twilight, our Twilight how you feel. Cause we've got to get use to our world's Twilight." Fluttershy said.

"Fluttershy's right darling." Rarity said. "Our Twilight is already suffering enough. From the post traumatic stress during the Friendship Games, and everyone hating her out of fear."

"So we agree, Rainbow Dash. You go find Twilight." Applejack said.

"Alright fine." Rainbow Dash said as she went walked out of School.

Later...

After school, Twilight was watching the news to see Spider-Man in action. She also read today's newspaper.

World news today - Daily Bugle special.
Spider-Man responsible for bank heist, photo by Peter Parker.

Twilight was surprised at this. Spider-Man wouldn't rob a bank the picture looked like he was robbing it, but he was actually stopping villain called Whirlwind. After reading the paper, she watched the news on TV and a man name J. Jonah Jameson was on the air talking some slander about the wall crawling menace, Spider-Man. While Twilight watches she tighten her grip.

"The is J. Jonah Jameson here. With today's news report. I see the bigger picture about Spider-Man, he is not a menace, he's a monster! Poisoning the minds of young children. I want that underwear wearing weasel taken into a maximum-security prison to be LAUNCHED INTO ORBIT AND DIE FROM A LACK OF OXYGEN. After the cahoots of the likes of Thanos and the High Evolutionary, All of you could agree with me that Spider-Man must be taken off this planet!!!"

Twilight turned off the TV. She didn't like what Jameson said about Spider-Man. "He would never sell out Earth!" She was so mad she without noticing blasted a wall out of rage.

Twilight was shocked. "Did I do that?" She thought. It seems after Sunset saved her, she still has some trace of Midnight Sparkle's magic. She started panicking. "Oh no. No, no, no!" Being Midnight Sparkle has scared her too much. I just needed some sleep. So was about to go to her bedroom but then she got a knock at the door.

Twilight opened the door and there was Rainbow Dash. "Hey Twilight, sorry to bother you. But I had some things to get off my chest."

"Oh, Rainbow Dash. Thank heavens its you." Twilight said. "Come on in. I have something to ask you too?"

Rainbow came inside Twilight's house. "What is it Twilight?" Rainbow Dash noticed Twilight looked pale. "What wrong?"

"Rainbow, I... Look over there." Twilight pointed at the wall she accidently blasted.

Rainbow Dash sees the hole on the wall. "What the? Who did this?"

"I did." Twilight said.

"What? How?" Rainbow Dash asked.

"I... I think... I still have my magic from what I was Midnight Sparkle. I... I don't know what's going on." Twilight said. It was a scary experience being Midnight Sparkle and almost destroying all of reality. Suddenly she started getting dizzy. "Rainbow Dash, I don't feel good. You mind staying here with me for the night...? I don't wanna be alone." She asked, Rainbow Dash nodded and Twilight passed out on the floor.

Rainbow Dash took Twilight to her bed. And Rainbow Dash left the door slightly open incase Twilight needs her. "That was strange." She said. She then sees Spike. She remembers that Spike can talk now since he was infected by the equestrian magic Twilight took from Fluttershy. "Hey Spike, what's going on with Twilight?"

"I don't know. The magic was new to me too." Spike said.

"Weird." Rainbow said. She then decided to ask Spike something. "Spike, do you find it weird that Twilight was interested in the superhero Spider-Man?"

"No. Not really. We've met him before." Spike confirmed.

"Wait what!?" Rainbow Dash said in shock. "Twilight met Spider-Man?"

"Yeah. A while back before the Friendship Games, before I can talk, Twilight moved to New York as part of the exchange student program for a month." Spike explained. "One day, she was helping Spider-Man fight a monster called the Lizard, and while injecting the antidote into the Lizard, Twilight got slashed and was losing a lot of blood."

"Twilight almost lost her life?!" Rainbow asked. "I... underestimated her. Go on."

Spike wanted to tell her about the transfusion, but he can't say certain parts that involves Spider-Man's secret Identity. "Well... Spider-Man took her to the hospital. And because she was lost too much blood, she needed a transfusion. So having no choice, Spider-Man transferred some of his blood into her."

Rainbow Dash was in shock. "So that's why she was good at the Friendship Games." She pointed out. "I better let Sunset know about this tomorrow. Think she'll be okay?"

"I hope so." Spike said.

Twilight woke up, in a void of darkness. She can hear whispers, until she found a light, and she ended up in her bedroom. She's home. Shem was relived. She later saw her friends coming inside. Her heart was pounding. She didn't care anymore. She ran up to the girls and gave them a hug.

"Uh... Twilight?" Asked Fluttershy. "What with the hug? Not that it bothers us."

"It's nothing Fluttershy." Twilight replied. "Let's just say I had a really bad dream."

"Well you got to remember, it was just a dream. Nothing more." Sunset pointed out.

"Yeah your right." Twilight said. "But it's just that, I must've had too much pressure in me since the friendship games incident."

"Oh, you mean when you were Midnight Sparkle and almost killed us all?" Rainbow said.

Now Twilight was getting scared. "What? I thought you forgave me."

"How can we. You almost destroyed everything. That was unforgivable." Applejack said. "Sunset may be the type to forgive you, that's because of pity. She tried to enslave everyone in CHS just so she can conquer Equestria. Your actions are far worst.

She started to walk back, "No... No no no no. It can't be. You can't be my friends." She said while panicking.

The girls started to walk up to her with creepy angry glares. "We were never your friends. We can't forgive a monster like you."

"Twilight, are you alright?" Sunset asked, not noticing how the other girls were hating her.

Twilight didn't answered. She slowly moved to until she paused at the mirror. Finally she said. "Your not friends, this can't be real!" She shouted.

"You got that right!" a voice echoed, throughout her room. Until Twilight's Bedroom was turning into pixels, while it was disappearing. Until The voice started to take a body. It showed enormous dark purple wings and a glowing horn. And big fiery purple hair. It was Twilight's darker side, the one that haunts her.

The girls stopped and sees the monster behind Twilight. "MIDNIGHT SPARKLE!!!!" Everyone yelled.

"It can't be. It's not possible!!!" Twilight Said while her heart was pounding really fast now. "Sunset Shimmer helped me defeat you at the Friendship Games."

"Oh Twilight, I thought you would know this by now." Midnight Sparkle said. "You and your worthless friends can never defeat me!" While letting out a chuckle, Twilight's bedroom was turned into into a living nightmare. Her friends, including her dog Spike were vanished. Twilight was horrified.

"Midnight Sparkle is a part of you." The bedroom vanished. Turning into a nightmare Midnight Sparkle created.

"I'll always be there... waiting in the deepest darkest shadows of your mind. YOU'LL NEVER CONTROL ME, I'LL BE BACK TWILIGHT!!! And this time, I'll never stop until I have ALL THE MAGIC!!!!!!"

Midnight Sparkle went inside Twilight, showing her features on her body. She screams in horror. Then she sees a light coming towards her. The light shoots a glowing web and pulls Midnight Sparkle out of Twilight and expelled her from existence. She sees what looks like Spider-Man. "Peter?"

Spider-Man takes off his mask, revealing to be... herself? "No. Not Peter. I'm you."

"Why do you look like me in a Spider-Man costume." Twilight asked.

"Because your too focus on your fear of being Midnight Sparkle. I am a version of you that represents the good in you, from the spider blood you received from Peter Parker." Spider-Twilight said. "Your midnight magic is enhancing your spider powers that are dormant in you since the transfusion. If you wanna seek redemption... Then maybe this is what you need?"

Twilight woke up. And it felt like nothing. "That was weird dream." She thought to herself. "Could I really have spider powers?" She went to go change into her clothes but then when she saw herself in the mirror, she realized she has grown some muscle. It very shocking. "OH MY GOSH!!!!"

Rainbow Dash rushed to Twilight's bedroom. "Twilight's what's wrong-" Rainbow Dash's question was cut short. As she sees what has happened. "Oh my gosh, Twilight, why are you ripped?"

"I don't know." Twilight said.

To be continued...