The Amazing Spider-Mare

by SecondSeraphim

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Original Character, Adventure, Pinkie Pie, Crossover
Length: 13400

Surprise Party has just had an accident. One which has left her...amazing.

Set in Equestria's far future, 'The Amazing Spider-Mare' is set in Solaris90's Crusaderverse and was written with the permission of that author. The story is posted in its entirety on deviantArt and will be updated here on a weekly basis. NOTE: Pinkie Pie is NOT in the story but it does feature her descendant.

Published 2012-10-15 22:00:01 UTC
Last updated 2012-11-02 12:41:47 UTC

#1

The Amazing Spider-Mare #1
by ~EcamMace

Disclaimer: I am in no way affiliated with My Little Pony: Friendship is Magic, or Hasbro. I am in no way affiliated with Spider-Man, or Marvel. I make no money from this writing. It is done purely for entertainment.

My Little Pony: Friendship is Magic

The Amazing Spider-Mare #1

Stalliongrad was a city filled with frowns. There lived unhappy ponies and unhappy diamond dog's living dull, unhappy lives. Each day they woke up, the sky grey and air think with factory smoke. They went to long workdays in those factories and manufacturing plants and train yards. At day's end they returned to their homes in just in time for a late dinner, or they visited the many bars and nightclubs that populated the city's entertainment center.

Despite the existence of such a sector and the food, drink, music and film which filled it, the city could never be called a vacation spot. The city was nothing but an oversized manufacturing town. Violent crime filled the streets day and night, an outlet for the unhappiness and frustration the population felt. The police were too few to do much, and most of them were corrupt. The schools were overfilled and underfunded, so that many kids quit, seeking quick fortune on the streets. It was not a good place to grow up.
Surprise loved it all the same.

Surprise Party was a teenage earth pony. Her yellow mane lay long and flat against her head, with just a bit of curve to it near the bottom, so that it almost hooked forward. Her coat was white and complimented by her cutie mark of two balloons, one pink and the other purple. The mare had been born in the city, as had her earth pony parents, spending all their lives there, from beginning… to unfortunate end. When Surprise was four, an unexplained factory accident took both her parents, leaving her in the care of her earth pony Aunt May Flower and May's diamond dog husband Best. Of different species but born soul mates none the less, the two, unable to have children of their own, soon saw their niece as more than that; they saw her as a daughter. And she, in return looked to them as parents. There had been much hardship and discrimination for this, but they made it, together.

The three continued on as a family for over ten years, living above the party supply store that had been in their family for generations. May worked the store during the day, while Best worked the mines that supplied coal, iron ore, and many other resources the nearby factories needed. Surprise helped with the store after school and homework. As far as Surprise knew they never wanted for food or clothing, but this innocent thought might have changed if she ever saw Aunt May's and Uncle Ben's harried faces as they looked over every monthly bill, or if she ever thought for a moment on how the diamond dog worked later and later shifts.

Whatever problems the two hid from her, they made enough to send Surprise to the best school in the city with the help of academic scholarship that only one of Surprise's intellect could earn. Surprise could never thank them enough for this. To make this seem worth it, Surprise always worked as hard as she could at school, always studied until she could remember the books front to back without looking, and made sure to always bring home A's.

Despite this however, Surprise always wished that she could do more to repay her aunt and uncle's generosity. Not just make their spent money worth it, but actually pat it back a little. And she did not try to hide this wish. At all.

"But Uncle Best!" she whined.

"No, Surprise," He replied.

"Aunt May!" she whined.

"Listen to your uncle, Surprise," she replied.

Surprise huffed, scooting up to take another spoonful of mashed potatoes. It was later in the evening, and the family was gathered close around the dinner table, a rare occasion for them all to be eating together, and not just because of the kitchen's smallness. The meal for that night was Aunt May's special: fried tofu in garlic sauce.

Surprise's mind was far from what she was eating at that moment. She took a few bites and tried again. "I turn 16 in a week, Uncle Best. That will put me at the legal minimum age to work in the mines. Most people don't even wait until the legal age and lie to get in, so I'm even better. Let me get a job!"

"No," replied her uncle, in that same calm voice he always used when Surprise brought this up. Surprise recognized it. "The mines are too dangerous. The Factories are too dangerous too," he added before Surprise could interject, causing her to slump in her seat. "Your aunt and I both want you to stay in school. Go to college. Get good job, get out of Stalliongrad; move to nice city. Meet nice person and have kids. That is the life you deserve."

"Oh, come on, Uncle," said Surprise, deciding to try another approach. "Nobody in the Party family has ever left Stalliongrad. Each generation always ends up staying."

His response was to smile and place a hand on her shoulder. "And each generation keeps hoping the next is smarter than they are."

Surprised huffed again and sat back in her chair, folding her forelegs across her chest in a pout. This was totally not fair.

"Surprise, dear," interjected Aunt May, acting the peacekeeper as she always did. "We really don't need the money. In between Best and the store we are doing just fine."
Surprised huffed…again.

"Trying to blow the house down?" her uncle asked. Surprise raised an eyebrow at him in question as she took a drink out of her glass of milk.

"You huff and you puff…"

Surprise stifled a laugh, dropping her glass of milk as she did. May caught the glass just before it could shatter against the floor. "Oh, what I am I going to do with the two of you," May demanded as Best started snickering as well. "I mean honestly, I feel like I'm raising two kids!"

That set Surprise off all over again, with Best joining her a moment later. May tried to look reprimanding at them both, but as Surprise expected she didn't last long before she too succumbed to the giggles.

After a minute or two all three caught their breaths. Once she was sure they were done, Surprise cleared her throat.

"I know we don't really need the money, but there are always rainy days. And besides," she shrugged, a habit picked up from her bipedal uncle," the store doesn't really do that well."

This was the truth neither of the two grownups ever discussed aloud. A city like Stalliongrad simply didn't have that much room for a party supply store, most of the workers of the city preferring to spend their earnings on more…exotic (alcoholic) pursuits that Surprise would have insisted she knew nothing about. This left most of the ponies and dogs that lived in the smoke stack metropolis only needing party supplies around birthdays. Most of the rest of the store's sales fell on either Nightmare Night, Hearth's Warming Eve, and Hearts and Hooves Day. This would leave most party loving ponies disappointed, and Surprise loved parties more than most.

Then Aunt May asked the one question that Surprise never failed to get excited about. "What about that new invention you were talking about earlier?"

If there was one thing Surprise loved more than parties, it was tinkering with gadgets and gizmos; a trait inherited from her other great-great-great-great-a lot of other greats grandmother Twilight Sparkle. Surprise had studied and worked until she was an expert in chemistry, computers, and mechanical engineering. In fact, it was her hope to get into college thanks to these skills and the inventions they led her to. Or, at least help the business with them, as most of her inventions had to do with parties and… well, fun. Especially the latest invention she had been working on.

"My newest invention, that's right! One second!" Surprise leapt up from her seat to run off to her room, but paused when she saw the way her aunt was looking at her expectantly. "Oh, uh… may I be excused?"

"You may," her aunt replied.

Instead of running off to her room however, Surprise just stared at her aunt for a moment, a grin growing on her face. "No, you're May. I'm Surprise. Uncle Best, Aunt May's going senile!" she laughed and scampered up the stairs to her room, leaving behind a groaning aunt and a laughing uncle.

Upstairs she rummaged around her cramped room for her latest creation. It wasn't small, just filled with bed, desk, bookcase, and then boxes scattered all over, filled with the tools with which she worked. Finally finding the specific box she was looking for, Surprise put it on her back and returned to the kitchen with a bounce in her step. Best and May stopped their clearing off the table after dinner to watch Surprise as she set the box on the wooden surface with a little flourish.

"Ta-da!"

"…What is it dearie?"

"…It's my new invention. Super Silly String Supremo!"

Her uncle and aunt looked at each other uncertainly.

Nonplussed by the lukewarm reaction, Surprise opened the box and took out what seemed a simple spray can, if a bit flatter than most. "No, really! It's a hyper-pressurized hardening component elastic! It remains a dense liquid while in the container but expands instantly on contact with air, shooting out as a solid string of… well, silly string. It took me weeks to get the formula right!"

With that she picked the device up in her mouth, pointed it away from them, took a moment to aim the little nozzle at the front, and finally applied pressure to the button on top. Just as she said it would, a string of a white colored substance shot out from the device, hitting a lamp several feet away.

"See!" she said turning her head…and pulling the lamp off the table. "Sorry!" Surprise tried to say, dropping the device on to the ground. On contact with the hardwood floor however the device activated again, spinning its web like string straight up onto the ceiling. "No, that's not right!" Before her relatives could stop her Surprise grabbed hold of this new string to try and pull it down.

The next few seconds were a bit of a blur for her, but the next thing Surprise knew she was hanging half a foot off the ground, entirely wrapped up by the string.
"Uhh… maybe the formula isn't quite right yet."

Aunt May coughed. "Do you need some help dearie?"

Surprise shook her head, and then gave a snap at Uncle Best as the diamond dog started poking at her cocooned form with a broom. "Na, this stuff dissolves in an about an hour. I made it that way to help with clean up. I'll be fine till then."

"If you're sure…"

"Although…" Surprise gave another bite at Best, before looking at May again. "You think you could prop a book open for me or something?"

It was later that night,. Surprise sat her bedroom desk, her head bent over various chemistry books to figure out how to fix her string. Her phone rang. Surprise glanced at the clock and blinked at how late it had gotten, before picking the phone up in her hoof.
"Talk to me," she answered, half her attention still on the book in front of her.

"Surprise, are you watching TV?" demanded a rough male voice on the other end.

"Oh, hi Flash!" she said with a smile, before frowning. "Wait, I wasn't supposed to help you study tonight was I? If so I am so sorry…"

"No, no, that's tomorrow. Have you seen the TV," he demanded of her again, more insistently this time.

Surprise reached for the remote, fumbling to hold it in one hoof while keeping the phone against her ear. "What channel," she asked.

"It doesn't matter, just turn it on!"

She quirked an eyebrow at this, even as she managed to get the remote balanced. Now she just needed to hit the button. "Wait, what do you mean it doesn't matter?" There! It was on. "How can it not…"

She dropped the phone, and her lower jaw.

A few minutes later the news report switched to commercial, allowing Surprise the chance to realize that Flash's voice was still coming over the line, trying to get her attention. She grabbed it up and pressed it to her ear in excitement. "There is a superhero on TV."

"Yeah, that was why I was calling you. It's on every channel.

"There is a superhero on TV."

"Surprise…"

"Ohmygoshohmygoshohmygoshohmygoshohmy-"

"SURPRISE! Breath!"

Surprise stopped, took a deep breath, and then let it out. "There is a superhero. In real life. ON THE TELEVISION."

"She's called Iron Mare. At least that's what it says on the internet. "

"Internet? When did this happen?"

"A few hours ago, at the Grand Galloping Gala."

"And I'm just hearing about it NOW?!?"

"I had practice!"

"Superhero! TV!"

"How do you know she's a superhero? Last I saw news was still iffy on hero or villain…"

"Please. Did you see that color scheme? Total hero."

"You read too many comics."

"Can we get back to the fact that there is a super hero on the TV?!? A real-life superhero… with powers! And a secret identity! And angst, probably!"

"I don't know about angst, but she doesn't have a secret identity."

"… What?"

"She unmasked herself, like, straight away, in front of a big crowd."

"… WHAT."

"And Surprise… its Princess Galaxy."

Surprise's brain broke.

Galaxy. THE Princess Galaxy. Absolute genius, richest mare in the country (not counting the Princesses), and now, a superhero. Surprise's eyes wandered across the comic posters that adorned her walls, depicting as favorites as Mare Do Well, Wonder Mare, the Green Lantern, and Booster Gold, and then over to the life size Princess Galaxy poster that hung over her bed. Scientist, partier, and now superhero. An embodiment of Surprise's three favorite things.

Surprise wasn't into mares, but if there had to be an exception…

She was brought out of her musings by the tail end of whatever Flash was saying. "-arrive the day after-"

"Wait, what?"

"Weren't you listening? They said on the news that Galaxy is visiting Stalliongrad for some kind of performance review of her company's local branch. She something about that she's decided on taking her company in a new direction. She's supposed to arrive the day after tomorrow."

Surprise's heart stopped. Then, "I have to meet her,"

"WHAT? Are you crazy?"

"She's my hero! Even before, er, she became a hero. This could be a once in a lifetime opportunity!"

The pony on the other end of the line was silent a moment, and then "How exactly are you supposed to get in to see her? I doubt you'll be able to just walk right in. Security's gotta be tough at the factory."

"I can try. Day after tomorrow right? That's a Sunday. I bet the place will be staffed pretty lightly, even with Princess Galaxy showing up."

"You'll never get to see her, Surprise."

"I have to try, Flash. Galaxy is a genius. A total genius."

"Sigh… I don't get your fangirlism of Princess Galaxy… but do what you have to do. Just don't get into any trouble, okay?"

"I won't."

The two talked for a while longer before ending their conversation, Surprise promising to be over the next day right after dinner for tutoring. Once done with the call, Surprise tried to return to her work but found she couldn't concentrate, her gaze wondering past Galaxy's poster to the map of Stalliongrad that graced her closet door. Her eyes traced the path of the bus route from her neighborhood to downtown Stalliongrad, where the local division for ArmEx Industries was located.

"Soon…"

Meanwhile, across town a very different phone conversation was taking place. Razor Cutter, the head of ArmEx Industries' Stalliongrad division, sat in his office overlooking the better part of Stalliongrad. He was on the phone with one of the few ponies who could tell even him what to do; his boss and the owner of the company he worked for, Princess Galaxy.

He was not happy.

"Look your highness… I understand that… yes it's your right to decide which way the company's going, but to exercise control over individual projects like that… I'm not trying to be presumptuous… oh. I see. We could talk more over your visit... canceled you say? Of course, with your unveiling it makes sense for you to be... busy, all of a sudden. No ma'am! That wasn't sarcasm... yes. Of course. Just send the list over and I'll make sure the appropriate projects are shut down at once. And increase security, and do a warehouse inventory to make sure the missing stock isn't from this location. Yes. Goodbye, your highness."

Cutter ended the phone connection and pressed his hooves into his head, massaging lightly. Then we stood up with a snap, took the phone in his mouth, and tossed it into the wall where it shattered on impact. Pieces of plastic scattered in all directions as he vented his rage. "GRAAAUGH!"

"Boss?" came a wary voice to Razor's left. It was Rhinestone, a stallion with a light-grey coat and darker grey mane and tail.

Glancing at the unicorn that stood to his side, Razor sighed and sat back in his seat. It would not do to lose his temper in such a matter in front of the help. Grabbing a pen off his desk, he scrambled a quick note out for his combined secretary bodyguard and handed it to him.

"Bring me the files on these projects, would you, Rhinestone? The princess wants these projects canceled."

"Yes sir," replied Rhinestone as he took the list. As his eyes landed on one project in particular he paused. "Project Big Pony is being canceled?"

"It and another half dozen."

"Good."

Razor watched him through a pair of half lidded eyes, lips turned up into the faintest smile. "That reminds me. How is your friend?"

"I-I don't like talking about that…that abomination."

"Of course. Still, the project's one success and it was a lab accident of all things. No matter; the project is being dropped, so you don't have to worry about it happening to any other ponies. Now then; the files?"

"Oh! Yes sir, I'll be right back."

'Right Back' turned out to take just over twenty minutes. When Rhinestone returned the red and black Pegasus pony stood behind his desk, studying the pair of Gryphon battle blades that adorned his wall. Too large for a pony, the blades were meant to be worn by a gryphon over their wings, both lengthening them and turning them into a weapon. A gift from the leader of a gryphon clan following trade negotiations.
Gryphons were a violent, adversarial bunch. Like him. He liked that about them most of all.

Yes, how fitting that the son of a pair of barbers, butt eternally marked with a straight edge razor would become a leader in the cut throat world of business. The mark certainly made ponies think twice before going against him.
Ponies not named "Princess Galaxy" anyway.

"Sir? The files?"

"Hmm? Oh yes. Hand them here." He took the files from his underling. Returning to his desk, Razor began going through the stack, only pausing to give one of them a closer read. After finishing it he put it aside for the moment and returned to the rest of the stack. A few minutes later he finished looking through the stack and returned to the one. "Other than Big Pony, none of the project's here look anywhere close to having promising results. Except for this one… 'Project Pink'. It says that the formula was stable, but failed to completely bond with the DNA of the test subjects?"

Rhinestone nodded, and then after a nod from Razor elaborated. "Yes. The lead scientist theorized that something in either the formula itself, or rather a lack of something in the DNA of the recipient caused the failure. He believed that a closer DNA match might have a better result."

"Hmm. And how is the good Doctor Coins?"

"Still recovering from the incident with Dragon DNA last month."

"Ah. Yes. Rather unfortunate business. Still, at least the poor fellow got his hoof back?"

"It's more of a claw now sir,"

"… well, I'm sure they'll get him squared away sooner or later. Great job keeping that out of the media by the way."

Rhinestone grinned and puffed his chest out. "It's my job sir."

"Still it seems a waste to just shut a project like this down. Tens of millions of bits were spent on each of these projects and while most of them were a waste of money this one was making progress. And yet it's getting scrapped, just like the rest. Does that seem fair to you?"

"No sir."

"Hmm…" Razor leaned back in his seat and pressed his forehooves together in front of him. "It would seem Coin had a version of the serum that he hadn't tested yet before his accident put him behind schedule… I want you to mark it destroyed."

"Sir?"

A grin crept across Razor's face. "If Galaxy doesn't want it, we'll see if anyone on the black market does. Yes, it would seem that the serum had been destroyed in Dr. Coin's rampage last month, and in the confusion we didn't notice it was missing until the audit. Saves on having to get disposal to fake paperwork for us."

"Yes sir."

Two Days Later…

"Excuse me."

The security earth pony looked up from where he was watching the game on his portable TV to spy a yellow and white Earth Pony standing across the check-in desk from him and smiling. She was dressed in the outfit of a popular pizza chain, several boxes strapped to her sides. A baseball cap covered most of the pony's hair, and the way the boxes were attached covered up her cutie mark.

"I'm supposed to deliver these," said the pony, gesturing behind her with her head. The security guard narrowed his eyes at her.

"Nopony called down saying to expect you."

"Oh! Uh, well…"

Slowly the blue earth pony moved his hoof over to the ALERT button to signal backup. Right before he pressed it however, the phone rang. The guard picked it up. "Hello? Oh, ok." He hung up. "You can go on up. They're expecting you up on the 15th."

"Thank you!" squeaked Surprise. The white pony hurried over to the elevator.

Half an hour later a pizza delivery pony arrived at the building and tried to gain entrance. Minutes later he was dragged out by security. Twenty minutes after that one of the workers of floor fifteen came to the lobby, trying to find out what was taking her pizza so long.

"I need a better disguise…" Surprise muttered once she was in the elevator. Flipping open one of the boxes she pulled out a business suit and slid it on, stuffing her pizza delivery outfit into the box afterwards. Then, from the second box she pulled out a suitcase and strap to attach it to her side. Finally from the last box she pulled out a long purple wig, which she then quickly switched out for her baseball cap. Then she allowed herself a grin. "It's a good thing we sale costumes and disguise kits in the party shop!"

With all that finished she turned to press one of the machine's buttons; but froze as she realized something terrible.

"I don't know what floor she's on!"

Surprise stood looking at the block of buttons for a second, before settling on an ancient method of divining that even Celestia herself took part in.

"Eenie Meeny Miny Mo…"

An hour later Surprise still hadn't found Galaxy. She had, however found the little mare's room, the little colt's room (that had been embarrassing), the cafeteria, the payroll department, and several offices, one of which happened to be hosting the birthday-and-or-retirement party for an elderly diamond dog named Stanley (who kept asking her if she was a "true believer", whatever that meant).

Oh, and she had also found the labs. AND IT WAS AMAZING.

To be honest she probably shouldn't have been in there (ok to be honest she shouldn't have been in the building) but she just had to take a peek. Ignoring the large CLOSED sign that adorned the glass doors leading into the building's primary laboratories, Surprise couldn't help poking around; after all, she was an inventor, and here she was in the home of some of the greatest innovations in Equestrian history. She forgave herself for being a bit over excited.

"Oh my gosh a chemical bond simulator! And a gravitational manipulator! And the world's smallest arc reactor! And a flux capacitor! And big metal tentacle things! And… and I'm not sure what that is," she said aloud as she trotted over to a strange looking machine near the center of the room. Leaning closer she read the label in the machine. "Genetic Infusion Modulator? What in Tartarus is that?"

Before she could find an answer for herself however the door to the lab slid open and two ponies walked in. Surprise froze in terror, but then realized after a moment they were engrossed in conversation and hadn't noticed her. Not yet, at least.

Thinking quickly, Surprise threw herself behind a desk before they could notice her. She then peaked out around the side of the desk to see what was going on, curiosity getting the better of her.

It was a pegasus and a unicorn. The unicorn held a vial filled with some kind of dark pink liquid in his magical grip.

"Why are we here again, sir? We're not infusing it to anyone are we?"

The pegasus huffed. "Of course not! But we need know if it will work before we sell it, or if our customer will only be able to use it as a starting point. We're going to use one of the simulators to test it."

The pegasus then frowned. "We'll need to change the serum to an active state first. The labs started keeping serums in inactivated forms while not in use to help prevent accidents, so we'll have to plug it into the modulator to be able to use it," the Pegasus answered with a wing-gesture toward the Genetic Infusion Modulator.

The Unicorn grumbled to himself for a moment, but set the vial of dark pink serum into the machine. It was then that Surprise noticed that laying there, between a desk and the machine where she had apparently dropped it, was one of her spray packs. It was wedged in the narrow space between that table and the next, the only reason neither of the two had spotted it so far.

Well horse apples.

When she looked back up the two ponies had apparently finished what they had been doing, because the liquid in the tube was now a bright pink, almost glowing. For Surprise, it was strangely alluring to look at; she felt drawn to it.

The unicorn slid the tube into a syringe, which then leaked a small drop of the liquid onto a glass slide. Setting the injector on the desk besides the Modulator, the two made their way to the other side of the lab, where the simulator was located, a good dozen yards away at least.

Taking her chance, Surprise slid along the floor back to the Modulator to try to get her pack. After all it wasn't exactly cheap to make and she didn't want to leave evidence behind; especially not evidence with her name printed on the side.

As Surprise strained to reach her spray pack, she found herself pressing against the desk set beside the large square of machinery that was the Modulator in a rocking motion, though she didn't think much of it. She should have, however. With each rock the injector that lay on top of the desk moved closer and closer to the edge, with nothing to arrest its movement.

Finally, with one final lunge two things happened. Whether they were mere chance and sheer cosmic coincidence, or some greater power at work, none can say. But they happened.
First, Surprise's hoof managed to wrap around the pack, pulling it a little toward her. Second, the injector slid off the table and fell straight down needle first into Surprise's neck.

Gravity was enough to cause the needle to break the skin. The instinctive jerk up into the side of the machine was enough to send the plunger down, pumping the bright pink contents of the tube straight into Surprise's body.

All at once Surprise's world turned upside down and inside out, a thousand and one sensations flooding through her. Pain. So much pain, tearing through her, burning through her. Bones breaking, shifting, creaking from the weight of her own body. Her skin itched madly, begging to be scratched away until it was a perfect shade of pink, and all the while the lights in the ceiling turned to laughing flowers and yelled at her to tell jokes. She opened her mouth to scream, but rainbows came out and swirled through the room, the most beautiful rainbows in the world, as if she had never seen rainbows before and all she could do was smile and smile and smi-

Then the pain ended, the visions faded, leaving Surprise shuddering and gasping on the floor, grateful simply for not soiling herself. She reached a shaking hoof up and with a whimper pulled the syringe out of her neck, not knowing what she was doing as she dropped it into her suitcase.

The next thing Surprise did, after checking to make sure she still had all four legs and that her coat was not pink, was to crane her neck up and look around. The pegasus and unicorn were still standing by their machine, bent over it with all their attention. Surprise let out a sigh of relief and stood up. Her legs shook but supported her weight, so she grabbed the spray pack, stuffed it into the suitcase on her side, and checked the scientists again. They were still looking away, talking in hushed tones that Surprise could barely make out, something about failed experiments and it all soon being someone else's problem. That did not sound good, not good at all.

Feeling it would be better to worry about all that later when she wasn't in danger of getting caught by what were clearly mad scientists, Surprise ducked down beneath the level of the surrounding desks and snuck as quickly yet quietly as she could out of the lab and back to the elevator. There she changed back into her pizza delivery outfit as the elevator took her back down to the building's lobby.

Only then did she allow herself to relax a little. "That was scary as heck… forget Galaxy, I'm going home…" A ripple of fleeting discomfort in her belly made her grimace and rub at where the needle had pierced her neck. "Or maybe the hospital… no idea what was in that syringe…"

Out in the lobby, Stanley smiled at her as she passed and proclaimed Surprise to be a true believer. She still didn't know what that meant, and so passed him by with a quick, forced smile and hurried through the doors.

"WHERE IS IT!? WHERE!?" Razor stormed through the lab, wings flapping erratically at his sides, eye wide and wild as he swept stacks of papers and glass beakers off tables in a vain attempt to uncover the suddenly missing syringe. Accidentally breaking the syringe or, worse, sticking himself with the needle never crossed his mind. He had to find it. He had to, or else lose potential thousands of bits. Potential millions of bits.

A crash and the sound of breaking glass filled the lab as Razor flipped a table with his bare hooves. "I NEED IT!"

Rhinestone stood to the side near the lab's main exit and watched his employer in concern. He had seen the pegasus freak out like this only very rarely. Maybe twice out of the five years they had worked together. It was… always scary.

Feeling Rhinestone's eyes on him, Razor turned to glare at him. "What are you doing just standing there? Look around, you idiot!"

"Boss, I don't think-"

"Wait, shut up!" Razor had turned away from the unicorn, his eyes drawn by one of the security cameras in the room's corners. More were scattered along the ceiling, covering every inch of the lab. Razor let himself calm down a little at the sight of these. This was a start. A very good start.

"Things do not just… disappear," Razor said, half to Rhinestone and half to himself. He started pacing, making a token effort to straighten up the trashed lab. "Things have to be lost, or taken. We didn't lose the syringe with the final version of the Pink Serum in it, so it must have been taken."

He turned to Rhinestone. "Get the video for the security cameras in this room. Go through the video of our time in here until you find our mysterious serum snatcher. After that, destroy the video. We don't need any evidence of our being here in any case."

The unicorn nodded and turned to the door to go. Before he left however, he turned back to Razor with a thoughtful frown. "And… after I've found the thief?"

Razor grinned. "There must be no evidence of our being here… and no witnesses of our being here."

#2

The Amazing Spider-Mare #2

My Little Pony: Friendship is Magic
The Amazing Spider-Mare

Public transportation. Was there anything more horrifying?

Dull grey leather adorned dull grey benches, surrounded by dull grey walls and dull windows grey with dust. At the front of the bus sat the dull-grey Diamond Dog bus driver (his fur color actually matched the leather!). Even the passengers had a sort of grey aura about them, as if the greyness of their lives had sucked the color out of them, and were all most certainly dull; each and every one (save Surprise) heading home after a long day in the factories. Almost certainly nothing unexpected or life-changing had happened to them.

All in all it was dull. And grey. And soooo so boring. And sadly, business as usual. After all, in a city like Stalliongrad the bus was always dull and grey. What made today different, however, was Surprise's reaction to the dull greyness of it all. On most days she would be trying her hardest to get the passengers and driver to smile (in an attempt to brighten up their day), even to laugh if she could. That day was different. That day she was too busy lying miserably in the back of the bus with her head tucked into her forelegs, trying her hardest not to fall asleep.

After all, it was Stalliongrad public transportation. Despite what others might have thought of her and her inventions, Surprise was silly, not stupid.

She couldn't figure out why she was so tired. True it had been a busy day, but she had had busier. Not just that, she was used to staying up late as well, be it studying, partying, inventing, or just chatting over the phone with her friend Flash. As far as Surprise could think, there was no reason for this. For some reason, it never occurred to the science-loving pony that being injected by a mysterious pink substance could be responsible for her sudden exhaustion. In the exhaustion and excitement of the day, she had all but forgotten about that.

This lapse of memory might have been excusable, though, all things considered. After all, having one's entire genetic code rewritten is tiring business, and could play all sorts of tricks with a person's head.

It was as she was nearing her home when the first of the… bodily actions, happened. With a jerk Surprise awoke from her half slumber with a yelp as her body flung itself across the aisle, knocking back an earth pony stallion who had been standing nearby.

"Hey! Watch it!"

"Sorry! I-"

The bus hit a bump; a massive metal suitcase that looked like it could serve as a ship's anchor slid off the above-seat racks and crashed into the floor where the stallion had been standing, leaving a quite-visible dent in the metal.

Surprise stared in mute shock at it. The stallion stared in not-quite-mute shock at it.

"Y-you saved my life." murmured the stallion.

"Er, no problem," replied Surprise, letting out a bewildered chuckle. Glancing up nervously lest another piece of luggage fall, Surprise turned back around to return to her seat. It was not to be however, as where she had been previously sitting slouched another earth pony. This stallion looked far less well-to-do then the stallion she had just saved a moment ago, his dirt-brown coat grungy and a well-worn fedora adorning his head.

Surprise approached him, hoping that appearances could be deceiving.

"Excuse me sir, but that was my seat."

The stallion grunted and made no sign of moving, not even to look in her direction. "Don't look like it to me."

That was disheartening. Still, they were nearly at her stop, she didn't exactly need a seat. Still, though…

"Uh, okay... well, that is my bag right there next to it." Surprise pointed out. Still the pony didn't show any sign that he was going to move. After a minute Surprise sighed and reached for the bag. "I guess I'll just take it and go then."

Suddenly the pony's hooves were wrapped around the bag and holding it out of Surprise's reach. "Bag don't look like yours neither."

"Hey! Yes it does totally look like mine! My name's on it right there!" she explained, pointing to where "Property of Surprise Party" was clearly printed on the side of the backpack.

While pointing this out with a hoof, Surprise lunged forward and grabbed hold of one strap with her mouth. "So if you could… just let… go..."

Yet the stallion didn't want to let go, for when Surprise began to pull on the strap in her mouth, he grabbed the backpack's other strap between his teeth and started to pull too. She growled and pulled harder, and then he growled and pulled harder. Growl, pull. Growl, pull. Growl, pull. This might have gone on for Celestia-knows how long, but the bus came to a stop hardly a minute into the titanic struggle.

As it was, Surprise was just in the process of giving a titanic pull back when the vehicle lurched to a stop. Her momentum, combined with the unexpected shift in momentum and the other pony letting go of the bag, caused Surprise to lose her balance and fall back, dropping the backpack in the process. The bus, like all city buses, wasn't the cleanest, resulting in the large cloud of dust to blossom up around Surprise. A ton of it, to her instant regret, hit her nose.

"Aahhh… aahhh… CHOO!" went Surprise, causing a large cloud of small multicolored pieces of paper to spray out of her nose. Surprise stared at this and blinked in confusion.

"Confetti?" she questioned, before putting it out of her mind when she remembered her bag; glancing up just in time to see the pony exiting the bus…her bag hanging over his side.

"Hey! Thief! Stop him!" she shouted, trying to make it to the exit. It was not to be however. As soon as she reached the bus's sliding doors they slid shut, the bus moving a moment later. Her mouth hanging open and dismay flooding through her, Surprise could do nothing but stare as the thief made off with her bag; and all of the homework contained inside it.

Letting loose a groan Surprise turned to glare at the bus driver, who was too busy following the motions to even notice what had happened. Giving that up as a lost cause Surprise turned to look at her fellow passengers, who were doing what Stalliongrad commuters did best; ignore crime.

"Jerks" she muttered as she returned to her seat. Glancing down where she had landed earlier to see if she had really sneezed confetti, she was mildly surprised to see the floor clean (of confetti anyway). Chalking it up to her imagination, she was about to lean back and try to relax for what remained of her trip when a glitter of light caught her eye. Leaning forward to see under the next seat, she was unprepared to see a syringe wedged between rows, drops of pink liquid staining the inside.

"Oh yeah," thought Surprise, "I forgot I shoved that into my bag. Must have fallen out in the struggle."

Not sure what to do with it, but not wanting to just leave it there where anyone could find it, Surprise quickly wrapped it up so it was hidden in her tail. After making sure it wasn't facing her butt that is. She certainly felt no need to risk a second jabbing with the same needle in one day.

Neither Best nor May was happy to learn that Surprise had been mugged on her way home, but they were both grateful enough that Surprise hadn't been hurt in the struggle. When Surprise complained about her homework being taken, adding that she wasn't looking forward to having to redo it all, Best just laughed and shook his head.

"You can always claim I ate it."

Neither May nor Surprise thought that funny, though Surprise found herself laughing at the lame joke anyway. Even Best had been surprised by that. A quick look through her room though and Surprise found that the situation wasn't so bad. Most of her work, the really hard stuff, just had to be reprinted off her computer. What remained she was able to quickly wrap up late that night with little fuss.

After putting her supplies away, Surprise tiredly slid into bed, wrapped herself deep under her covers, and yawned. It had been a long, eventful day, from the exhilaration of getting into the ArmEx labs, to the pain of the sudden injection, to the anger and disappointment of losing her favorite backpack and the homework it contained inside. It was an understatement to say she was eager for sleep.

Yet for a while, sleep didn't come to Surprise, and she found herself thinking back to the strange occurrences of the day, like her body knowing to push that stallion out of the way, and her thinking for a moment she had sneezed confetti. Then her mind wandered to the shoebox hidden under her bed, the mystery syringe hidden within it under a layer of old newspapers. She didn't know what that bright pink fluid it had pumped into her was or what it was meant to do, but she wasn't dead yet, so there was something to be grateful for.

"And if I'm not dead or mutated into a dragon or something in the morning," said Surprise with another yawn, turning over onto her side, "that'll be another thing to be grateful for."

To Surprise's immense relief the next morning she had not, in fact turn into a dragon, nor was she dead. As a matter of fact though there was one minor change to herself that Surprise handled with all the grace and calmness as could be expected.

"IN THE NAME OF LUNA WHAT IS THAT?!?"

The sound of panicked running sounded from the staircase. A moment later the bathroom door burst opened, Best stumbling in wielding a baseball bat "What? What is it?"

Surprise pointed at her mane with a hoof.

Best stared at her mane. Stared for a long stretch of time. Then he dropped the bat. And his jaw. And then he dropped to the floor, laughing his stubby little tail off.
Surprise huffed and stomped her hooves, nobody noticing as this dented the wood floor.

"Quit it! It's not funny!"

"Is everything ok in there?" Asked May's voice from the doorway. She peeked her head in through the doorway, looked around, and stared when she caught site of Surprise's head.

"Er, is that a new fashion statement dearie?"

Surprise felt like crying. Atop her head, where her mane should have been lying flat and docile like it had her entire life, it was now... springy. Ruffled. A complete and insurmountable mess of hair that brought to mind cotton candy. Surprise experimentally tried pushing down a strand only for it to pop back up. Surprise let out a whimper.

Then they caught sight of the state Surprise's tail was in, and not even May could keep her laughter in check.

Aside from that little issue, the rest of the week passed relatively normally; or so Surprise at first thought. She had attended all of her classes as usual, and helped Flash get some last minute cramming in for his exam on Thursday, which he had passed (even if it was without flying colors.)

It was in gym that week that the odd things started happening. In her usual sessions in that class she was usually a mess, her book reading, junk food-eating body not being very adept, at the various sports. This would result in the various sports groups laughing at her as she either collapsed from exhaustion or, more likely, clumsily ran into something. Or at least they would laugh at her until Flash came in and glared at them. That usually shut them up. Surprise was extremely grateful to him and was so glad she had been assigned to help him; not

That all of the bullying stopped however; there was quite a few balls thrown to trip her.

It was during one such situation that the "twitches" started.

Her nose started itching.

This caused Surprise to stop in her jog around the track (in which, if she had bothered to note, she had been making excellent time) to scratch it. Immediately afterwards a ball slammed into the wall directly in front of her, right where she would have been if she hadn't stopped.

She stared at the ball. Then she turned to where several students were gathered around, laughing at a sole unicorn who was scowling at her.

What, was not getting hit a crime now?

Deciding to ignore it, Surprise resumed her jog… or tried to. She had barely taken a couple of steps when her nose itched again. Acting on a hunch, Surprise stopped again; just in time for another ball to slam into the wall in front of her.

"Hey!" she turned toward him, "Stop that-"

Itch

Surprise jerked her head to the left as another ball shot by. The unicorn must have been frustrated by now, for the next moment ball after ball began to be enveloped in a distinctive blue glow, launching into the air directly at Surprise.

"Hey!"

SLAM!

"I said!"

SLAM!

"Will you please-"

SLAM!

"STOP THAT!" Surprise screamed. As the last ball neared her, she brought her hoof up and slammed it back down into the ball, sending it straight back. With a loud THUNK it hit the unicorn, knocking him over. A moment later the couch's recognizable whistle sounded.

Figures the coach would show up after she had defended herself.

"What's going on here?" he demanded with a growl.

"Surprise threw a ball at me!" whined the unicorn. Surprise shot him a dirty look, and the unicorn wilted. This was apparently the wrong thing to do, as the coach scowled at her. She gulped.

Before he could punish her however, Flash stepped out from behind the group. "Really Rock? Cause it looked like she just threw the ball back at you, after you had thrown it at her," he said, gesturing the balls littering the floor around Surprise.

The coach paused, torn between punishing one of his players and disbelieving another one. Finally he huffed. "Rock, pick those balls up! And when you're done report to the principal's office!" he turned to the rest of the team. "Get back to practice!" he snapped, startling both the team, and Surprise, back into motion.

Still, the incident had caught Surprise's attention. Over the rest of the day and the next several she noticed that he body would behave oddly; a sneeze here, a twitch there, each one soon followed by a narrowly avoided incident. Heck, she had been able to stop a fellow student from mixing the wrong two chemicals together in lab, thus avoiding an explosive combination, all because her butt fell asleep.

Actually, that one may have been a coincidence.

In addition to her new found ability Surprise found her speed and agility increasing to almost cartoonish levels. Even her strength seemed to have increased slightly, if only to help her dodge the incidents her ability warned her about.

Eventually, she began to notice a pattern connecting the type of incident to what her body did. This "Surprise Sense" as she was calling it seemed to make no sense in terms of why certain things triggered certain movements, but Surprise wasn't worried about that.

Making sense? What fun was there in making sense?

But what was fun was the realization that her greatest dream had come true.

Ok, second greatest after meeting Galaxy.

She had superpowers!

But even her new sense could prepare her for what was coming.

It was Thursday. Thursday, and Thunder Flash had just asked her a question. Thunder Flash was the number one desirable male in Surprise's high school. Captain of the hoofball team, the orange coated Pegasus pony was wanted by every girl in the school. Rumor was it that he had dated nearly every cheerleader at the school, turning each of them down for one reason or another. The hottest of the hot, the sports star had received half a dozen scholarship options from sports school after sports school. In the end there was just one thing preventing him from entering any college he could possible want.

He was failing Algebra. Miserably, miserably failing it.

And that was where Surprise came in. Originally assigned to him by the school's councilor (she volunteered to tutor for extra credit) Surprise was certain that he would just use her to get his grade up before shoving her to the wayside and ignoring her existence. This was exactly why the question he had just asked on this Thursday was completely throwing her for a loop.

"Wait, what?

"Do you want to go out tomorrow night?" Flash repeated. Surprise looked at him in shock.

"Well," he continued in a hurry, "you've been helping me study and all so if I pass it will be because of you and I thought I could start paying you back by taking you out to dinner."

"Oh. You don't have to-"

"I want to."

That stopped Surprise in her tracks. She had never had anyone want to take her out before.

This was all knew. She blushed and smiled. "I'd love to."

"Cool. So just dinner, or do you like want to see a movie?"

Surprise's eyes flashed. "Ohh. Colt of Steel is playing!"

"You really like superheroes don't you?"

"Hey Investigator Comics has great comics. Though the other company makes better movies," she admitted. Flash just laughed.

"All right, I'll pick you up tomorrow around 6:30. We'll hit the movie then go eat, sound good?"

"Perfect," Surprise agreed.

Flash smiled at her once more, and then left to get to his next class. Once he was out of sight, Surprise let loose. She couldn't hold it anymore.

She squee'd.

Razor sat in his ArmEx office, body reclined in his chair and forehooves steepled in front of him as he looked out his window at the city beyond. He enjoyed looking down at all the little ponies and diamond dogs out on the street, working hour after hour, day after day, just to scrape out a living. He had to do no such thing. His wealth was plentiful, his position of power secure, even despite the recent messing around Princess Galaxy had done.

Yes, aside from that meddling and the missing Pink Serum, everything was perfect.

Rhinestone came striding in. "Boss!"

"Yes, Rhinestone?" Razor didn't bother turning to face the unicorn. He could see Rhinestone clearly enough in the window's reflection. He looked triumphant.

"Found our intruder."

"Really? So soon?"

Rhinestone nodded, practically radiating his pleasure. "Yeah. It was a kid. On the cameras she looked to be around high school age, so I checked the online yearbooks for all of Stalliongrad's high schools. Name's Surprise Party. Still working on the address, but I know what school she's at."

"The school will have the address on file. Go get it."

"You seem awfully happy tonight," Aunt May commented as they sat around the dinner table.

At this a large grin graced Surprise's face, got where it had been present since the conversation earlier that day. And could you blame her? She had a date tomorrow with Flash. A date with Flash! Ok a thank you dinner and movie but she was totally counting it as a date. A date! Her!

She had a date.

She told her family as much.

"A date huh?" replied Best, "Do I need to get the bat out?"

"Best!" admonished May, turning to glare at her joking husband. "You know Flash. The nice young boy Surprise is tutoring?"

"Jock, isn't he?" Best growled. "I know jocks. You be careful. Jocks only want one thing, just one."

Surprise blinked at this. She had never heard her uncle talk like this before. "But, weren't you a jock, uncle?"

Best looked uncomfortable for a moment. "I was the same way." He grinned at May. "Besides, I got my one thing."

"Repeatedly," May grinned back.

Surprise looked back and forth between the two of them in confusion for a few seconds.

Then it clicked what they were saying and she blanched. "Oh! Oh Celestia no! Not at the dinner table and not around ME."

Best chuckled. "Young people. They don't like hearing that old people like us used to be young like them."

May gave a very un-May-like smirk. "Because then they'll realize that they'll be old someday and surrounded by young upstarts who think that their "activities" are disgusting."

"La la la can't hear you!" shouted best with her hooves pressed to her ears. Her aunt and uncle just laughed at her. Pouting Surprise removed her hooves and resumed eating.

"So on this date," began Best again, "What will you be doing?"

"Movie and dinner, in that order," explained Surprise. "He's picking me up at 6:30."

"You'll be out pretty late then," commented Best with a frown. "Be careful. City gets dangerous that time of night."

"I will uncle," promised Surprise. She then let lose a small gasp. "Oh no. Oh Celestia no!"

"What? What's wrong?"

"I don't have anything to wear!"

And with that Surprise ran off to her room to find something to wear at her date the next day. Best rolled his eyes.

"And you were worried she wasn't feminine enough."

May slapped him upside the head and went to help her niece.

"That movie was awful," complained Surprise. Flash just scoffed.

It was the next night, and so far the not-a-date was going reasonably well. They had attended the movie, which had been much too dark and moody for the titular superhero, and were now at dinner eating the food of the gods themselves.

Pizza.

This was not much of an exaggeration either. Luna was rumored to be crazy about the stuff. Apparently it didn't exist before the banishment, and legend had it the month following her discovery of the food had resulted in massive cheese shortages all across Equestria.

Or so the story went anyway.

It may have been exaggerated.

"Well at least it was better than Supercolt Returns," pointed out Flash. Surprise scoffed.

"Am I the only person in Equestria who liked that movie?"

"You saw the first two right? He promised Celestia that he wouldn't leave Equestria alone again like he did in the second, and then he leaves for a decade."

"Ok point. But it was better than the third and fourth one!"

"Anything is better than the third and fourth one. A solar powered villain? Hello? Just get Celestia to set the sun or something."

Surprise snorted at that one. "Oh goodness. I can't believe you know stuff about comic books."

"Why? Didn't take me for a reader?"

"No!"

"You didn't?"

"Wha-No! I meant no to the no! I mean… you can read if you want, I just thought that you'd focus on sports and stuff…"

"I didn't like to read originally," Flash admitted. "I had to do a book report a couple of years back. The teacher was allowing some graphic novels on the list of approved material, and I picked one thinking the pictures would help. It was an adaptation of one of the Daring Doo books, and that got me on to the main series, which spread me to other adventure books."

"Cool."

After that they sat in silence for a bit longer, each looking for another topic. Finally Flash perked up. "Hey, did you hear about the break in at the school?"

"Hmm?"

"Some of the guys overheard the couch talking to another teacher. Someone broke into the main office yesterday and ruffled through student information."

"Do they have any idea who could have done it?"

"No, and they don't know what was taken yet either."

"What could someone want student information for?"

Meanwhile, across the town someone was using that information to find and break into the home of one Surprise Party. Dressed entirely in black, the introducer was of medium height and build, though if one were to really look they might say they were on the scrawny side. Two hooves held up the window to one of the bedrooms and the pony slid in as silently as possible.

Once inside, the thief realized that he was in the exact room he had been looking for and began to ruffle through the desks for the missing vial. After several minutes of searching he found what he was looking for in a box underneath the bed.

The intruder had just stood up and pocketed it when the lights snapped on. Spinning around he was just in time to get hit in the face by a baseball bat.

Best slammed the bat into the intruder over and over again, each hit sounding with a loud THUNK. Suddenly though the intruder spun around and caught the bat in his hooves. This was followed by a loud crunch of wood snapping as the intruder squeezed the bat; the wood shattered.

Best stared at the bat. Then he looked at the intruder. And then he slowly began to back away, feeling himself suddenly far out of his league.

Where previously the intruder's black outfit had been rather form-fitting, now it appeared to be straining, as if worn by a pony several sizes too large. Tears began to appear in the outfit as the pony's height increased to nearly twice its previous size. By that point the majority of the pony's outfit was composed of rags; most on the ground around him with only the occasional peace still covering him.

"I got you something" spoke Flash as he walked Surprise home. He handed her a bag from his saddlebags. Surprise opened it and pulled out the last thing she expected: a Mare-Do-Well Mask.

"Awe... thanks. But I already have one of these."

"Is it one of the originals?"

"What?" her eyes tore down toward the mask. "How-"

Flash smiled. "My dad's a collector. Mostly of sports memorabilia but when he managed to track this down I asked him to get it for you."

"I-I mean... No. No, it's too expensive, I couldn't possibly…." she tried to shove it back into Flash's hooves. "I can't take it!"

"You'll have to throw it away then, 'cause I'm not giving it back," he teased.
Surprise stared at him slack jawed before closing her mouth with a snap.

"Well," she said once she got her brain working again. "I suppose I can't just say no to a gift like that." She slid the mask back into the bag and slid it round her neck "But I owe you!"

"You can pay me back by helping me study for my next test."

"We'll get you into college yet Flash!"

They both laughed for a few minutes more as they got closer to Surprise's house. Finally Surprise cleared her throat. "You may not want to walk me the rest of the way. Uncle Best might go after you with a baseball bat. He's really protective of me and…"

But Flash wasn't looking at her. Instead he was staring straight past her, right at her house two blocks away. "Something's wrong,"

Turning toward where he was looking, Surprise froze. Coming from her front yard where red and blue lights.

Police cars.

"Police... but... Aunt May, Uncle Best!"

She ran forward, Flash trailing along shortly behind her. As she approached her home however she found herself caught in the hooves of a police officer, earth pony.

"Miss, this is a crime scene. You can't go in there."

"I live here!"

"You... are you Surprise Party? Your aunt told us about you." he gestured toward a nearby area where Surprise could now see his aunt talking to another one of the uniformed officers, this one a unicorn. But what he couldn't see however-

"Where's my uncle?" she demanded of the officer.

He avoided looking at her, gesturing back to the officer with his aunt "You'll have to talk to the captain-"

Surprise tore away from the useless officer fast enough to startle him and headed toward her aunt. "Aunt May!" she threw herself into her aunt's arms. "What happened? Where's Uncle Best?" But she knew, just by looking at her, what was wrong. May's answer merely confirmed it for her.

"Oh Surprise... it was a robber. They... Best is dead."

Dead. The word rang in Surprise's head, like a gunshot.

"No..." she collapsed into her aunt's arms. Flash stood there within hooves' reach in case he was needed, but otherwise allowing the two mares who knew the victim best to comfort each other. After about a minute of this Surprise tore herself away from her aunt to ask what had happened. It was the officer who responded.

"Around 30 minutes ago we received a call from your aunt saying that your house had been broken into and your uncle injured. We arrived with medical help as soon as we could, but by the time we got here your uncle had passed away. We thought the thief had gotten away at the time, but a short time later we received a call reporting someone matching the thief's description a good mile away." He shook his head, "We thought it was a coincidence at first or a prank, but a few minutes ago we got another call. We're tracking him now." He laid his hoof on her shoulder. "Don't worry little lady. We'll get the crook that hurt your uncle."

She brushed his hoof off. "Why did you think it was a prank?" she demanded. The officer fidgeted.

"The description of the suspect was…unique."

Before he could elaborate the cop from before rushed up panting.

"Sir! We've lost track of the suspect sir"

"What?" demanded the captain. "How do you lose a six foot tall pony?"

The officer blushed. "Well he was on hoof, and we were in cars so he was able to fit down alleys we weren't..."

The captain grunted. "Do you at least have a general idea of where he might be?"

"Well... we lost him at the docks? Around those old warehouses?

"Good enough. Keep the area boxed in; I'll head there myself when I get through here." The officer turned back to Surprise, then blinked. "Hey where'd she go?" he glanced around.

"Must have taken her aunt to the hospital. Oh well." he turned back to direct his men.

Surprise hadn't, as he had supposed, taken her aunt to the hospital, but she had pulled both her aunt and Flash to the side.

"Flash, can you go with Aunt May to the hospital? I don't think she's handling this too well and may be going into shock," she glanced at May then turned back to Flash. "I need to get some things from the house then I'll meet you there," she fibbed. Flash stared at her for a second, as if sensing the lie, before nodding and guiding May to one of the officers to ask for a ride. Surprise watched them for a moment before making her way into the house.

A strange calm possessed Surprise as she walked. Most of the house was untouched, save for a single wide path of destruction leading from the front door up the stairs to Surprise's room. Specks of her uncle's blood stained the hallway here and there, filling Surprise's calmness with an undercurrent of both misery and fury. Doing her best to shove down those feelings for the time being Surprise made the trip up the stairs toward her room.

It was worse up there. Her door was completely gone, smashed through by the brute and her uncle's body. Her room, never the cleanest under ideal situations, now looked like some large animal had torn its way through it. All the posters were torn off, their shreds littering the floor, along with a layer of her clothes from her now-empty dresser and closet. The hanging fan hung tilted to one side, blades wobbling as they spun. The lights flickered, the light switch ripped from the wall. Near the door lay the splintered remains of a baseball bat.

And sitting there on her bed was the box where she had hidden the syringe. Seeing this, Surprise felt something course through her that she rarely, if ever felt. Murderous rage.

They had killed her uncle to get back the serum that had given her abilities. It had been worth more to whoever had done this than her uncle's life. Surprise's gaze fell to the bag that was still strapped to her side. The Mare-Do-Well mask. Her other copy lay somewhere in her room, buried under the mess and destruction. There would be no time to look for it right now though; she would have to hurry if she wanted a ride.

Surprise grabbed her jogging suit from her closet and slipped it on; the bright red suit would cover the majority of her body, and two pairs of her winter socks complete with the mask would cover the rest. Almost as an afterthought she wrapped her new Super Spray Leg Holster around her left leg and slid more packs of her concoction into a pocket. The device would be getting a test run tonight.

Having completed her makeshift costume Surprise slid out of her window, careful not to let any of the few remaining police around the house notice her. She was just in time as well; the leading officer was getting into his car to head to the warehouse district.
He never noticed the costumed pony clinging to the bottom of his car.

The moment the police car stopped, Surprise quickly crawled out from underneath it leapt into some nearby shadows, somehow knowing she had managed to avoid notice by the dozen or so cops around. Picking a building at random, she scaled the side of the building and slid into one of the upstairs windows. Creeping through the shadowed catwalks, Surprise surveyed the ground floor of the warehouse and found that she was in luck. Below she saw a familiar Pegasus and Unicorn. Surprise watched from the rafters as the Pegasus chewed out the Unicorn, audible even over that twenty-foot distance.

"Rhinestone you idiot!" snapped Razor. "What were you thinking? The police are right outside!"

"Sorry Mr. Razor sir."

Surprise of course had recognized them both at once. The two ponies from ArmEx. But where was the "six foot" pony the officer had mentioned? Neither of the two below were anywhere that height.

Well, she'd just have to ask them where he was.

Several blasts of her string stuck both of them to one of the warehouse's pillars before they could even blink. She dropped to the ground in front of them.

"Where's the guy who killed Best Party?" she demanded, putting as much growl into her voice as she could. The calmness, the cold fury she had felt surveying her wrecked house, had taken hold and wouldn't let go.

At the demand the Unicorn started looking nervous, but the Pegasus merely looked bored. "Well well, a superhero. You people have been popping up a lot lately, haven't you? Though Iron Mare has a better costume," he eyed her critically. "Of course, she had a better budget didn't she Miss Party?"

"What?!" she demanded stepping back. "What do—how do you know who I am?"

"You're quaint jogging suit has a tag on the sleeve. 'Property of Surprise Party'. Cute."

"Oh" THAT could have been bad. She quickly tore the tag off and shoved it into her pocket.

"I take it you were the one to use the Pink Serum then? I already know someone used it; the tube my associate brought back was empty."

"And where is this associate of yours?" Surprise demanded. "Where is the pony that killed my uncle?"

"Why don't you ask Rhinestone here?"

"Boss?"

"Rhinestone here is my… contact, with the pony you are looking for. Only he knows where to get him."

"Boss..."

Surprise slammed her hoof into the pillar, mere inches from Rhinestone's head cracking the stone.

"TELL ME WHERE HE IS!!"

"Please don't do this..."

She hit him. Hard. His head snapped to the side, blood flying from his mouth. She snarled.

"Tell me where he is. NOW."

"Please stop…"

Another hit. Even Razor seemed caught off-guard by Surprise's ferocity.

"WHERE?!"

She pulled back for another hit, but just managed to stop. Something was wrong. The pony was shaking. At first she thought she had hit him too hard and he was having a seizure.

And then he got bigger.

"Holy…"

The string binding him to the pillar snapped, dropping both him and Razor to the ground. Surprise stumbled back, her rage mixing with shock and then fear as the unicorn called Rhinestone grew bigger and bigger, his muscles bulging grotesquely beneath his skin, which seemed to be gaining a cement-like texture. His horn creaked and groaned as it grew long as one of Surprise's legs, and curved like a rhino's horn.

"...Mother of Celestia..."

The beast looked at Surprise when she spoke, his red eyes filled with an animal's anger. He roared and charged at her. His hoofsteps seemed to shake the whole warehouse, the cement floor cracking beneath his very weight.

Surprise leapt over the charging foe, hitting him with both rear hooves on the back of the head. Rhinestone stumbled, and then whirled around to smack her aside with his forelegs. Surprise ducked beneath these then rolled between his rear legs, kicking him in the butt as she went.

"Come on," shouted Razor from the side, "kill her!"

Rhinestone growled and turned to where Surprise had been a moment before, but already she was moving, leaping from floor to wall to shelf in one fluid bound after another. Halfway through one jump she sent a web line out, snagged a pony-sized crate from a shelf, and swung it around in mid-air at Rhinestone, the heavy projectile sending him stumbling back. Landing on the ceiling she did this again, and again, letting her fury out with each blow, rejoicing when she saw the massive beast fall to his knees beneath her barrage.

But then that laugh turned to a yelp as Rhinestone stabbed the next crate she swung at him with his horn, stabbing it through so that her line wouldn't break. With a jerk of his head he sent Surprise flying toward him, her eyes widening in shock. She just barely twisted out of the way of his hoof in time, flipping around onto Rhinestone's back and wrapping her forelegs around his neck.

She squeezed. "Come on, fall!"

His response was to launch himself backwards and slam back-first against the wall. Surprise let go just in time and dropped between his legs, but wasn't fast enough to avoid his kick. She skidded halfway across the warehouse floor, only coming to a stop on her belly when she hit a shelf.

Razor cheered. "Yes! That's it!"

Surprise stumbled to her hooves in time for Rhinestone to land in a crouch in front of her. She tried to hit the monster before her, but he caught her hoof with one of his own, grabbing her and lifting her off the ground with the other. He grinned at her.

"Uh oh," was all she got out before he turned and tossed her across the room. Again.
Surprise flew into a row of shelving, smashing through wood crates and knocking fuel canisters to the floor. As Surprise sat on the floor groaning, a bucket of white paint stored on the top of the shelf fell over, leaking a thin line of paint over the edge and down to where Surprise was laying. The liquid landed on her shirt, pooling in the center for a second before branching off and flowing down the sides in a spider-web pattern.

"Aww ponyfeathers," she muttered once the flow had stopped. "That's gonna stain for sure."

A roar brought her attention back to the present. Rhinestone slid to a stop in front of her, raising his front legs as if about to stomp-

"Worryaboutitlater!"

Rhinestone's hooves came down. As they did Surprise shot a string into the wall and yanked herself to safety, but not before leaving behind a present for the lumbering giant; one of her spray packs, dropped on the ground right where his hooves were landing… now.

The pressure placed on the pack caused it to explode. Upon contact with the air the substance inside did what it was designed to do; it expanded. And expanded. Within moments all four of Rhinestone's les were trapped within the giant bubble of hardening webbing, and no matter how hard he moved he couldn't break free. He was trapped. A moment later he was unconscious as Surprise leapt over and hit him on the head with all her might with some of the broken masonry that lay around them.

Surprise stared at the motionless body that lay before her, and then glanced back at the stone clenched in her hoof. She raised the stone back up, as if for another blow. It would be so easy. Just a few more hits, and he wouldn't be able to hurt anyone else's Uncle Best ever again. Never again.

But… no.

No, it wouldn't be what her uncle would have wanted. As much as Surprise's rage called for her to do it, as much as she hungered for justice and vengeance… she couldn't do it.
She began to lower the stone.

Surprise sensed the click rather than heard it. Her head jerked three inches to the side, just enough and just in time for the bullet to whiz past her head and slam into Rhinestone's cranium.

"No!" Surprise spun around, her hoof coming up and knocking the gun from Razor's mouth. A follow-up hoof knocked the criminal to the ground. He tried to stand but Surprise slammed her hoof into the pony's stomach, knocking the breath out of him and keeping him pinned.

"So this is the power of the Pink Serum…" he managed to get out, "Fascinating."

"Fascinating?" Surprise demanded. "You just killed your own partner!"

Razor shrugged. "Not intentionally. And I do regret it. He was very useful."

"What!?"

"Oh he was! An excellent employee. And not just in the form you see now. His other self was wonderful to have around the office. Of course it's not my fault he's dead. You didn't have to dodge after all."

Surprise saw red. Almost without thinking she slammed a forehoof into the stallion's face, knocking his head to the side. "Is that all people are to you? Thing's to be used?"

"Whatever..."

Surprise leaned in closer.

"Whatever.... it takes to make the cut."

Left ear twitchy.

Razor spun his head toward her, a blade wedged in his mouth. Surprise jerked her head back, but wasn't fast enough to avoid all the damage, the knife slicing across her face from cheek to cheek. She staggered back in shock and pain, allowing Razor to jump to his hooves and lunge at her, blade in his mouth and madness in his eyes.

She recovered to fast though, and as he charged her she dropped to her rear and kicked, slamming her hooves into his stomach and launching him through the air. With a loud crash he tore through the old wooden doors of the building and knocked over several of the drum barrels that lay stacked on the docks outside, their contents pouring onto him. Not wanting to let him get away Surprise followed. She had no sooner stepped onto the wooden docks however when a searchlight snapped onto her.

"DON'T MOVE! WE HAVE YOU SURROUNDED!" spoke the voice of Stalliongrad's finest.

"Help me…" Razor pleaded to the police as he attempted to crawl away. Surprise looked at him in alarm. "She… her accomplish is inside. They tried to hold me hostage but I had a gun, I shot the other one… she's trying to kill me!"

Really alarmed now, Surprise tried to move forward to silence Razor; not the brightest move to make, as seeing a disguised pony moving toward a helpless injured pony tends to draw police fire. Her ear twitched again, and Surprise jumped out of the way.

It can be said that Stalliongrad is a city of penny pinchers. Why else would drum barrels filled with highly explosive ship fuel be left out in the open on an old wooden dock for whatever ships came by? So it was that when Surprise jumped out of the way a bullet tore into one of those barrels, blowing a hole in the side for fuel to pour out. Another bullet against metal, a spark, and fire was spreading everywhere. It caught the other barrels, causing the explosion to increase in size. Surprise, who had been in the air when the blast hit her, avoided the fire and most of the heat but was knocked back into the river by the force of the explosion.

Razor wasn't so lucky.

Covered in the fuel the barrels contained when he crashed into him, Razor didn't even have time to think before the wave of heat and pressure slammed into him. He was knocked backwards and set aflame at once, causing him to scream in agony. He slammed into one of the polls which supported the dock with a load SNAP before rolling into the water, where the flame and age-weakened dock began to collapse on top of him.

Under the water Surprise say Razor's sinking body and tried to help, but couldn't. She was caught in the flow of the river and couldn't make it back to him against the currents.

It was over a mile before she was able to fight her way to shore. Once she had she found some place nice, quiet and hidden.

After that, the darkness claimed her in its sweet, blissful embrace.