Spider-Man Reality Untangled: Episode I "Rainbow Rocks"

Chapters

Prologue: Rainbow Rocks.
Chapter One: Wings Of The Vulture
Chapter Two: Enemies In High Places
Chapter Three: The Sleepover Begins.
Chapter Four: The Sleepover Showdown
Epilogue: Battle Of The Bands

Prologue: Rainbow Rocks.

The Moon Cascaded over Canterlot. It's beautiful light reflecting off the tall buildings of the the city. As the moon rise higher sounds of arguing could be heard from inside a cafe as three hooded girls were vocalizing a green mist surrounded them as the other patrons argued for seemingly no reason.

Aria Blaze Sighed Before Speaking "That was barely worth the effort, Adagio. I'm tired of fast food. I need a meal."

Adagio Dazzle Sighed in response. "The energy in this world isn't the same as in Equestria. We can only gain so much power here."

Aria Blaze Nodded and then spoke with and angered tone. "Ugh! I wish we'd never been banished to this awful place!"

Adagio sarcastically replied "Really? I love it here!"

Sonata Dusk looked at Adagio Confused. "For realsies? Because I think this place is the worst."

Aria Blaze Looked to Sonata and spoke with disdain. "I think you're the worst, Sonata"

Sonata Began to speak in an effort to defend herself "Oh, yeah? Well, I think you're-" she got out before she was interrupted.

"Ergh! I'll tell you one thing, being stuck here with you two isn't making this world any more [she spoke through clenched teeth] bearable. Adagio Spoke before a sudden rainbow beam of light began emitting from the sky.

Adagio Gasped Before Speaking with a grin. "Did you feel that?! Do you know what that is?" Both Sonata Dusk and Aria Blaze Looked At eachother before replying with a simple "I 'unno."

Adagio sighed before speaking. "It's Equestrian magic you Nimrods."

"But this world doesn't have Equestrian magic." Aria spoke with a tone of annoyance in her voice.

Adagio Smirked and spoke with a sinister tone. "It does now. And we're going to use it to make everyone in this pathetic little world adore us!"

The clock ticked, the seconds fading away on the horizon. The sun had started to rise, its golden glow casting a faint light over the city. Ben swung through the city, his body taut with frustration. The minutes ticked away, each second feeling like an eternity as he raced against the clock. He knew he was going to be late to school again, and he could feel his frustration mounting with each passing moment.

"Seriously," he muttered to himself, his voice barely louder than a whisper. "Can we just have one day with no crisis? Can't I just have one day of peace and quiet?"

He landed on the rooftop once more, taking a moment to catch his breath and vent his frustrations. "If Principal Celestia gives me another tardy slip, I swear I'm quitting this whole superhero gig!" he muttered to himself, a hint of frustration in his voice. He knew that he couldn't afford to be late to school again - it seemed like Principal Celestia had it in for him lately, and he didn't want to give her another reason to chew him out.

With a resigned sigh, he pushed off from the rooftop and shot back into the sky, continuing his frenzied journey through the city. He could see the school getting closer and closer, and he knew he was pushing it to the limit.

As he approached the school, he saw the other students heading inside for their morning classes. He knew he was supposed to be there too, but it seemed like he was never on time. Maybe one day he'd be able to arrive on time, but for now, it looked like he was going to be late again.

He quickly changed into his civilian clothes and hurried into the school, only to be ambushed by a familiar face.

Sunset Shimmer.

Sunset had been a bully in the past, but after a major incident, her personality had gone through a complete transformation. Now, she was one of Ben's closest friends.

As the two of them walked together, Sunset filled him in on her recent volunteering assignment. She had agreed to show three new students around the school, wanting to make a good impression before they heard about her past actions.
Ben nodded along, listening to her plans. "That's a good idea," he said, his voice still a bit winded from his hasty entrance. "They'll get to know the real you from the start. Plus, it'll make their transition easier."

"Exactly," Sunset agreed, her expression hopeful. "I don't want them to judge me based on my past behavior. I want them to see how much I've changed."

As they walked through the hallway, they soon came across the three new students, a trio of girls who looked like they could be part of a rock band.

As Ben and Sunset approached the three new students, Ben's sharp eyes couldn't help but notice the same red gemstone necklace on each of their necks. He was about to say something about it when a familiar voice interrupted him.

"Ah, Mr. Mercer," Principal Celestia said in her usual calm tone, appearing behind them. Ben turned to face her, his heart sinking a bit. He knew that tone of voice well. It usually meant he was in trouble. "Yes, Principal Celestia?" he said, trying to sound casual.

Principal Celestia gave him a stern look, her eyes narrowed slightly. "Mr. Mercer, I couldn't help but notice that you are running late again."

Ben tried to muster his best apologetic expression. "I know, Principal Celestia. I'm sorry; I had some... unexpected business to take care of this morning," he said, choosing his words carefully.

Principal Celestia raised an eyebrow, clearly not entirely convinced by Ben's excuse. "I see. Well, I hope this unexpected business wasn't too important," she said, her tone still stern. "But even so, tardiness is still tardiness. And tardiness is unacceptable, especially from a student like you."

Ben swallowed hard, feeling the weight of Principal Celestia's disapproving gaze. "Yes, Principal Celestia. I understand. It won't happen again," he promised, even though they both knew that was a bit of a stretch. Ben quickly turned away from Principal Celestia, realizing he was late for his science class. He cringed at the thought of facing Dr. Connors's wrath.

"Crap, I'm late for science class," he muttered under his breath. "Dr. Connors is going to kill me."

We shift to Sunset Shimmer as she led the three new students - Adagio Dazzle, Sonata Dusk and Aria Blaze - through the school. She couldn't help but feel excited about the opportunity to make a good impression on the new girls.

"So, this is Canterlot High School," Sunset said, gesturing to the surroundings. "I'm sure you'll like it here."

The three girls looked around, seeming a bit bored. Sonata rolled her eyes, while Adagio seemed to be assessing their surroundings. Aria, on the other hand, looked like she was already planning something

They finally reached the end of the tour, and Adagio's sharp eyes immediately spotted a flyer promoting the school's upcoming music festival. A sly smile spread across her face, and her eyes gleamed excitedly. Sonata and Aria both noticed Adagio's change in expression. Sonata raised an eyebrow, curious, while Aria simply smirked, seemingly recognizing her fellow classmate's intent.

"The music festival, eh?" Adagio said, her voice dripping with fake sweetness. "How...interesting."

Sonata rolled her eyes, muttering under her breath. "Yeah, if you're into that sort of thing."

Sunset smiled, unaware of the tension. "Oh, yeah! The festival is next week. It's going to be a lot of fun. You girls should consider performing!"

Adagio gave a small laugh, her eyes never leaving the flyer. "Oh, I think we'll definitely be performing," she said, her voice filled with confidence.

Sonata and Aria snickered, clearly in on whatever Adagio was planning. Sunset's attention was drawn to the red gem pendants once more. She reached out to take a closer look, but Adagio quickly slapped her hand away, feigning a lighthearted laugh.

"Sorry about that," Adagio said, her voice dripping with false sweetness. "They're just family heirlooms. They're, uh, very special to us."

Sonata and Aria exchanged glances, sharing Adagio's knowing smirk. It was clear that there was something more to those pendants than just family heirlooms.
===============***===============

Ben sat at the lunch table with his friends - Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, and Rarity. He was venting about his science class, his frustration evident in his voice.

"I swear, Dr. Connors must have it out for me," he said, stabbing his food with his fork. "He called me out in front of the whole class today. Again."

Rainbow Dash snickered, trying to hold back a laugh. "Well, maybe you should try actually paying attention in class instead of sleeping through it all the time."

"I do pay attention!" Ben protested, slightly miffed by her comment. "It's just... really boring. And Dr. Connors never picks on anyone except me. It's like he has a sixth sense for it or something."

As the conversation about Dr. Connors was about to continue, Sunset Shimmer joined them at the table. Her expression was serious, and she explained the situation with the new students - Adagio Dazzle, Sonata Dusk, and Aria Blaze.

"They're really strange," she said, her voice tinged with unease. "And they all wear these red gemstone necklaces. Adagio said they were family heirlooms, but something about them feels off. I think we should keep an eye on them."

Pinkie Pie, always the one to lighten the mood, piped up with a cheerful tone. "Hey, maybe they're like, in a secret club or something!"

As the cafeteria doors opened, the three new students - Adagio, Sonata, and Aria - entered in style. But they weren't just singing a song, they were performing some kind of musical magic. A green mist filled the room, enveloping the other students and making them feel angry and hostile.

We heard you want to get together (ah)
We heard you want to rock this school (ah)
We've thought of something that is better (ah)
Something that changes all the rules (ah)

Why pretend we're all the same?
When some of us shine brighter (shine brighter)
Here's a chance to find your flame
Are you a loser or a fighter?

Me and you, you and me
Why don't we see who is better?
We don't have to be one and the same thing
Oh, what's so wrong with a little competition?
Are you afraid of failing the audition?

You're a star and you should know it
Yeah, you rise above the rest
It doesn't matter who you hurt
If you're just proving you're the best
Ah, ah-ah-ah

Battle, you wanna win it
Let's have a battle, battle of the bands
Let's have a battle, we'll go all in it
Let's have a battle, battle, battle
Battle of the bands

I can beat you
(Battle) Ha, you wish
(Battle) I so want this
(Battle) Not if I get it first

Me and you, you and me
Why don't we see who is better?
We don't have to be one and the same thing
Oh, what's so wrong with a little competition?
I'm going out and winning the audition

Battle, we wanna win it
Let's have a battle, battle of the bands
Let's have a battle, we'll go all in it
Let's have a battle, battle, battle
Battle of the bands

And yet, something was different for Ben and his friends. They weren't affected like the others.

Author's Note

Hope you enjoy this Story I decided to go my own way with an OC self insert because I honestly don't feel like writing Peter a bunch so sorry if that's not something you like but then again it's my book. Also I want to thank @Adamverse For Inspiring me to write a book like this go check him out he's an awesome writer.

Chapter One: Wings Of The Vulture

The school day had finally come to an end, the last class had finished, and the students were all leaving the building. Ben and Sunset were walking down the stairs, deep in conversation.

"I still can't believe they just burst into song like that," Ben said, shaking his head. "What was up with that green mist they released? Did you notice how it didn't affect us at all?"

"Yeah, that's definitely a mystery," Sunset replied, her eyes narrowing in thought. "Maybe there's something about us specifically that made us immune. I wish we could figure out why."

"And those pendants they wear," Ben added. "Those red gemstones... They felt almost...magical."

"You think they're some kind of focus item?" Sunset mused, clearly intrigued by the idea. "Like, maybe they're using them to channel their powers? It's definitely worth looking into."

As they continued walking, Sunset suddenly had an idea. "Wait a minute," she said, her eyes lighting up. "I just thought of something. We should ask Twilight Sparkle for help."

"Twilight?" Ben repeated, raising an eyebrow. "You think she might know something about this situation?"

"Maybe," Sunset replied, a hint of excitement in her voice. "She's extremely knowledgeable about magic and stuff. If these girls have magical powers, then Twilight might be able to figure out what they are and how they work."

As Ben was about to respond, his spider sense suddenly went off, sending a chill down his spine. In the distance, he could hear sirens blaring, a clear sign that something was happening. He quickly made up an excuse to leave.

"I'll catch up with you later," he said to Sunset, his voice tinged with urgency. "I have... uh, something I need to take care of real quick." Without waiting for a reply, Ben quickly made his way to the rooftop, knowing that he had to change into his suit and deal with the situation. As soon as he was out of sight, he swiftly changed into his Spider-Man suit and shot webbing to swing off into the city.

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Ben arrived at the scene in a flurry of web-swings, spotting a man wearing a red and black suit with metallic wings hovering above Oscorp Towers.

Ben perched on a nearby lamp post and called out to the figure, a witty comment on his lips. "Hey, nice costume! Trying out for a new bird-themed superhero role?"

The man in wings turned his head to face Ben, a look of annoyance crossing his features. "You're quite the comedian," he said, his voice laced with condescension. "And you are?"

"The friendly neighborhood Spider-Man," Ben replied, keeping up the banter. "And you are... the Flying Guy With A Bad Attitude?" he quipped, his stance relaxed yet alert.

The man in wings sneered, clearly not amused by Ben's jokes. "Name's The Vulture,” he said, his voice growing cold. “And I have a feeling you’re going to regret your little quips soon.”

Ben met The Vulture's gaze, not intimidated in the slightest. "Well, I’ve always had a knack for sticking my foot in my mouth," he retorted. "But I’ve also got a knack for handling guys like you."

The Vulture's eyes narrowed slightly, the challenge clearly making him more determined. "We'll see about that, Spider," he said, the wings on his suit whirring as they prepared for battle. "I don’t think you’re going to be so cocky once I’m done with you."

Ben crouched into a combat stance, his senses fully alert. "Oh, I'm always cocky," he replied, a confident smirk tugging at the corners of his lips. "It's part of the charm."

The Vulture launched himself at Ben with a burst of speed, catching him off guard. Ben frantically tried to dodge, but the Vulture was too quick. Before he could fully react, the Vulture's metallic claws grazed his side, leaving shallow cuts in their wake.

The pain surged through Ben, but he pushed it aside, focusing on the fight. He jumped back, creating some space between them, and studied The Vulture's movements. He noted the wings, which obviously gave the man the ability to fly and maneuver in mid-air.

Ben lunged at The Vulture, aiming a punch towards his face, but what happened next was entirely unexpected. The Vulture let out a shrill screech that was excruciatingly loud. The sound echoed through the air, sending a painful jolt through Ben's eardrums.

Ben stumbled back, caught off guard by the screech. He clutched his head, trying to muffle the ringing in his ears. The high-pitched sound had disoriented him, leaving him vulnerable momentarily. The Vulture took advantage of Ben's momentary vulnerability, swooping in and delivering a swift kick to his chest. The blow sent Ben flying backward, his body slamming harshly against the wall of a nearby building.

Ben slowly picked himself up from the ground, his body stinging with pain. He quickly dodged as the Vulture launched a series of sharp feather missiles at him. One of the feathers sliced through his suit, leaving a shallow cut on his shoulder. He glanced at the feathers, now embedded in the wall, and a realization dawned on him.

Ben's eyes widened as he recognized the metal the feathers were made of - it was vibranium, an extremely rare and expensive metal known for its unique properties. It was not readily available, and certainly not for someone like the Vulture.

The realization sparked a new level of caution in Ben. The Vulture had access to vibranium, which meant he was not only well-equipped but also well-supported. Someone had provided him with these rare materials, and that thought sent a shiver down Ben's spine.

The Vulture charged again, gripping Ben by the shoulders. Ben managed to land a few solid punches, but the villain responded by shattering one of his web shooters with a single strike. The web-shooter fell to the ground, sparks flying from its broken circuitry. Ben's heart sank as he saw his web-shooter laying broken on the ground. He had relied heavily on his webbing for both mobility and restraint, and now he was deprived of it. He was at a disadvantage.

The exchange of blows continued as Ben and The Vulture engaged in a heated brawl. Ben, despite being at a disadvantage, didn’t hold back his banter, even amidst the fight.

"You know, for someone with such a fancy suit, you’re not the most original," he remarked with a grimace. "And breaking my web-shooters? Not cool, man. Those are custom made, you know."

The Vulture, unflinching in his intensity, let out a scoff. "You talk a lot for someone who's losing," he retorted, delivering a kick followed by a powerful strike. "Those web-shooters are annoying. And your banter is getting old."

Ben hit the ground hard, pain coursing through his body from the beating. He gingerly pushed himself up and looked down at his left wrist, groaning at the sight of it. His one remaining web-shooter was in bad shape, barely functional. The Vulture had escaped, leaving him alone and injured.

"Great..." he muttered to himself. "Now how am I going to get home without both of my web-shooters?"

The realization of his predicament hit Ben like a ton of bricks. The journey home would be significantly more challenging with only one working web-shooter. He gingerly tested the injured device, but it barely responded, its circuits damaged.

"Gotta make this work," he muttered to himself, a hint of determination in his voice. "But first, I need to patch myself up and figure out what the heck was up with that guy but looks like I need to call a Cab."

After an arduous cab ride back to his apartment, Ben finally stumbled into his bedroom, exhausted and battered. He quickly peeled off his Spider-Man suit, revealing an array of cuts and bruises.

He stood in front of the mirror, examining his injuries with a grimace. Some of the cuts were worse than he thought, and his left shoulder was bruised from the Vulture's kick. "This is just great," he mumbled to himself, wincing as he gently touched the bruise on his shoulder. "I'll probably have a black eye tomorrow."

He carefully tended to his wounds, applying antiseptic and bandages where needed. As he did so, his mind whirled with questions about the Vulture and his vibranium feathers.

Ben had just finished dressing his wounds, wincing as the adhesive of the bandage tugged at his skin. His Aunt Judith's voice suddenly called from outside his bedroom door.

"Ben, dinner's ready!"

Ben, surprised by the sudden call, called back, "Coming, Aunt Judith!"

He quickly grabbed a plain T-shirt and slipped it on over his patched-up body. He took a few deep breaths, trying to steady himself before opening the door and heading towards the kitchen.

The smell of home-cooked food filled the apartment, making Ben's stomach grumble in response. He sat down at the table, wincing slightly at the pain from the cuts on his side.

Aunt Judith appeared from the kitchen, setting a plate of food in front of him. She noticed his injured side and the bruise on his eye. Concern etched her face.

"Ben, what happened to you?" Aunt Judith asked, her voice laced with concern as she took in the sight of his injuries. "Those cuts look deep, and you've got quite the shiner there."

Ben, thinking quickly, offered Aunt Judith an excuse for his injuries. "Oh, it's nothing serious," he said, forcing a smile. "I was just messing around on my skateboard and took a nasty fall down a flight of stairs. Typical me, always getting into scrapes."

Aunt Judith frowned, clearly not fully convinced by his explanation, but she didn’t push too hard. "Be more careful," she scolded gently. "You’re not exactly known for your grace, are you?"

Ben chuckled dryly, knowing she was right. "Yeah, I guess I’ve never been too good on my feet," he admitted. "But I'll be fine, Aunt Judith. They’re just a few scratches and bruises, nothing I can’t handle."

After dinner, Ben retired to his room and started rooting through a desk drawer, searching for any spare web-shooters he had. He rummaged through some loose papers, an assortment of empty pens, and a few other knick-knacks before his fingers finally grazed something hard and metallic. "Bingo," he muttered to himself, pulling out a spare set of web-shooters. They appeared to be in good condition, and the circuitry wasn't damaged. He examined them closely, checking for any signs of wear and tear.

As he examined the web-shooters, Ben realized he was holding the very first version he had ever built - his Mark 1 web-shooters. These were the ones he had used for about a year before upgrading to the current model - the ones that the Vulture had destroyed. The old, outdated gear reminded him of his earlier days before Canterlot when he was New York's friendly neighborhood Spider-Man. Ben let out a small sigh, remembering the countless times these web-shooters had saved him. They were clunky and less efficient than the newer version, but they had served their purpose well. He was thankful to have even a set of back-up web-shooters after the one Vulture had broken.

As he looked at the Mark 1 web-shooters in his hand, a thought struck him. The basic design of the web-shooters hadn't changed much over the years, and he knew them inside and out. Maybe there was something he could salvage from the older model to fix his broken pair.

Ben placed the Mark 1 web-shooters on his desk and focused on dismantling them, carefully extracting the parts he might be able to use. He delicately removed the webbing cartridges, the control units, and the activation buttons. Each part was meticulously examined for any sign of damage or wear. With methodical care, he stacked each piece on the desk, taking mental note of their condition.

While he was carefully handling the components, Ben accidentally touched a few loose wires and electrical parts. A sharp shock of electricity coursed through his body, causing him to jerk back in surprise.

"Crap!" he hissed, shaking his hand in pain. "Guess I forgot to unplug these before messing with them."

(Chapter One is complete it took a while to write but I'm very happy with how it turned out, I'm unsure of how often I'll update this but I'll try as often as I can. hope you guys enjoy this story,

Idiot Out.)

Chapter Two: Enemies In High Places

The weekend had passed, and Monday had finally arrived. Ben, though still nursing a few minor injuries from his run-in with the Vulture, felt a bit more at ease thanks to repairing his web-shooters. However, the knowledge that the Vulture was still out there loomed in the back of his mind.

As he approached Canterlot High, he spotted the Mane 6 and Twilight Sparkle waiting for him.

He walked up to them, a mix of relief and anxiousness on his face. "Hey guys," he greeted them, trying to sound normal. "Thanks for waiting."

As the group started making their way to class, Twilight Sparkle shared a significant update. Ben listened intently as she spoke, revealing that Adagio Dazzle, Sonata Dusk, and Aria Blaze were actually Sirens. These creatures used their voices to manipulate others’ emotions, specifically feeding off anger. "So they're using their voices to make people angry?" Ben asked, a frown appearing on his face. "That's a powerful ability, and dangerous too, if it's being used for evil."

Twilight nodded, her expression serious. "Exactly," she confirmed. "Sirens have a strong connection to music, and their voices are like weapons. They can use their songs to manipulate and control emotions, leading to chaos and discord."

As they continued down the hall, Ben raised a crucial question. "Is there a way to fight back against them?"

Twilight provided the answer. "We'll need a counter song," she stated. "The Sirens' power thrives on anger and chaos, so we need a song that can counteract their effects. Luckily, the girls have formed a band called the Rainbooms. They've been practicing to prepare for the upcoming face-off."

Pinkie Pie, as cheerful as ever, spoke up and suggested a plan. "You should come to my place after school!" she practically shouted. "We could practice songs and write a counter song. It'll be lots of fun!"

Ben glanced at his watch, realizing he was late for his next class - again. He cursed silently, mentally preparing himself for his teacher's lecture on tardiness.

"Dammit, I'm late again," he muttered to himself. "I better hurry to my math class before I get detention."

He waved quickly to the Mane 6, promising to meet them after school at Pinkie's place. "I need to get to class," he said apologetically. "I'm late again. I'll catch you guys later. See you at Pinkie's."

Ben entered the classroom, and his eyes widened in surprise. He was sharing this class with the Dazzlings - Adagio, Sonata, and Aria. The Sirens sat at a table, whispering amongst themselves, seemingly unaware of Ben's presence.

"Just my luck," he muttered under his breath. He quickly took the empty seat furthest from the trio, hoping to draw as little attention to himself as possible.

As the lesson continued, Ben discreetly examined the Vulture's feather, turning it around in his hand. His eyes caught sight of a name etched into the feather: Rich Industries. He furrowed his brow, committing the name to memory.

"Rich Industries," he murmured to himself. "Where have I heard that name before?"

He discreetly pulled out his phone, searching online for this company, trying not to attract attention from the teacher or the Dazzlings.

The screen displayed the search results for Rich Industries. Various news articles and corporate profiles popped up, all mentioning the company's vast reach and wealth. Ben's eyes went wide as he read: "Rich Industries, a global conglomerate, specializes in advanced technology, robotics, and weaponry."

Ben, still quietly contemplating his new discovery, muttered under his breath, "Looks like I need to pay Mr. Rich a visit."

He discreetly tucked the feather back into his pocket, careful not to draw any suspicious glances.

Once school was over, Ben quickly slipped into the bathroom, heading into a stall to change into his Spider-suit. After he was dressed, he climbed up into a vent that led to the roof. Carefully, he fixed his bag to the wall and out of sight. Now, it was time to test the repairs he had made to his web-shooters.

He took a deep breath, his heart pounding in his chest. He raised his arm, aiming his web-shooters at the air. "Here goes nothing," he said aloud, mostly to himself.

Pressing the button on his web-shooter, he held his breath. For a brief moment, there was tense silence. And then, the shooters sent out a stream of webbing, which hit the opposite wall and stuck tight.

Ben released a breath he didn't realized he was holding, a smile of relief on his face. The web-shooters were working again.

Ben couldn't help but cheer silently when the web-shooters worked perfectly. This moment of victory was only short-lived, as he reminded himself of his mission.

He arrived at the towering headquarters of Rich Industries. He landed on the window with a silent thump, crawling up towards the office of the company's owner and CEO - Mr. Filthy Rich.

He perched himself outside the office window, looking through to see inside. He could see Filthy Rich sitting at his desk, going over paperwork. With practiced stealth, Ben searched for a way in without alerting anyone.

He looked around for a weak spot in the building's security, noting the cameras and motion sensors that were clearly visible. He didn't want to risk triggering an alarm and alerting security.

Suddenly, his eyes caught sight of an air vent, located right above Filthy Rich's desk, slightly open on one end.

Ben swiftly made his way through the air vent, crawling silently through the narrow space until he reached the destination. With practiced precision, he dropped silently onto Filthy Rich's desk, startling the CEO.

Rich jumped in his seat, not expecting a visit from the wall-crawler. "Spider-Man!" he exclaimed, scrambling to his feet. "What the hell are you doing here?"

Ben stared down at Filthy Rich, his presence imposing in the small office room. He didn't respond quickly, instead taking a moment to survey the room, looking for any potential threats.

"I have a few questions for you," Ben replied, his voice low. "And I expect some answers."

Rich, regaining composure, scowled and leaned back in his chair, attempting to feign nonchalance.

"Questions, huh?" he huffed, folding his arms over his chest. "And what makes you think I'll give you the answers you want?"

Ben pulled out the Vulture's feather from his pocket, holding it up for Rich to see.

"Recognize this?" he asked, an edge to his voice.

Rich leaned forward, looking at the feather in Ben's hand. A flicker of recognition passed over his face as he looked at the unique markings on the feather.

"Where did you get that?" he demanded, his eyes narrowing in suspicion.

"Let's just say I have my sources," Ben responded cryptically. He placed the feather on the desk, keeping his gaze fixed on Rich. "I want to know why your company has a supply of vibranium feathers."

Rich's expression darkened, his jaw clenching tightly. He seemed to realize that he was cornered and that it was too late to deny the connection.

"Fine. Yes, my company has been using vibranium for research and development," he grudgingly admitted.

Ben's gaze hardened, his attention zeroing in on Rich's response. "I don't understand. If it's just for research, then how come the Vulture, an actual villain, has access to vibranium feathers?"

Rich's face twitched, a hint of discomfort showing on his expression. It was clear that he wouldn't explain this easily.

"The Vulture... he's a former employee," he revealed, his tone measured. "He was part of a team working on a top-secret project involving vibranium."

Ben's eyes widened in surprise. "A former employee?" he confirmed, his mind working quickly to understand the implications. "So, he was given access to vibranium as part of this project, but then turned against you?"

Ben pressed forward with more questions, the pieces starting to come together. He leaned in slightly, eyes narrowing at Rich.

"What's the name of this former employee?" he asked firmly.

Rich clenched his jaw, clearly not wanting to give up the name so easily. But he knew he was backed into a corner.

"His name..." he began, his voice a reluctant whisper, "was Adrian Toomes."

Ben nodded before zipping back into the vents and outside, when he was outside he pulled out his phone and researched the name Adrian Toomes.

Ben processed the name 'Adrian Toomes' in his head, committing it to memory. Once he was outside, he quickly pulled out his phone and searched for information on Toomes.

His eyes scanned quickly through news articles and reports, gathering tidbits about Toomes' past - a brilliant scientist turned criminal.

As Ben read more about Toomes, his mind worked to piece together the puzzle. If Toomes was a former employee, fired from Rich Industries, then why was he still targeting OSCORP?

It didn't add up. Ben felt a pang of uncertainty in his gut. Something was missing, some crucial piece of information that could tie all this together.

Ben leaped off of Rich Industries and swung through the city, a sense of unease still lingering in his mind. He knew he needed to be ready for the Vulture's next move, to prevent more theft and destruction. But something felt off.

Back at Rich Industries, Filthy Rich stood by the window, watching as Spider-Man faded into the distance. He pulled out his phone and dialed a number, his expression grim.

"I found Spider-Man," he reported to the person on the other end, his tone dark.

"Yes, he was here, asking about vibranium feathers," Rich continued, his voice low and frustrated. "He knows something's up, but he doesn't have all the pieces yet. We need to be prepared for his next move."
There was a pause on the other end as the person on the line responded, though their words weren't able to be heard from where Rich was standing. Whatever the response was, it seemed to please Rich, and he chuckled darkly

Author's Note

Alright Hopefully the grammar and placement is better than the last two chapters it mainly happens because of my dyslexia, it makes it hard for proper grammar and punctuation and such anyway if you enjoy this story please let me know thanks

Chapter Three: The Sleepover Begins.

Ben hurried home, his mind still swirling with thoughts about Toomes and the Vulture. He quickly gathered the necessary items for the sleepover, his clothes neatly packed.

As he stood in front of the mirror, he couldn't help but notice the wear and tear on his suit. It was evident that he had been patching it up with webs whenever needed.

He let out a sigh, realizing he needed to fix it properly soon.

As Ben continued to pack his bag, he couldn't help but express his frustration aloud.

"Damn it," he muttered, looking at the state of the suit once again. "My suit really got the beating today. I need to fix it properly soon."

Packing his clothes for the upcoming sleepover, Ben felt a tinge of discontent seeing the condition of his suit.

“Looks like the Vulture did a number on me," he commented with a sigh, examining the multitude of tears and frayed areas. "I really need to get this thing repaired, or I'll be swinging around in rags soon."

With his bag packed and the suit issues noted, Ben glanced at his watch. There was still some time before he needed to head over to Pinkie Pie's house for the sleepover. He figured he could use this extra time to address some of his suit repairs.

Ben picked up his suit, the familiar weight in his hands, and as he looked it over, a realization dawned on him. It had nearly been a whole year since he'd first donned the mantle of Spider-Man. In all that time, he'd been relying on the same makeshift combination of a hoodie, goggles, and a simple face mask to conceal his identity.

With a determined look in his eyes, Ben swiftly retrieved a roll of spandex he had hidden away in his room. He set to work, his hands flying as he began to cut, trim, and mold the spandex into a more suitable and durable suit.p

He focused intently on crafting the new suit, his mind visualizing the improvements he wanted to make. The spandex was flexible yet durable, an ideal material for both agility and protection. He continued to work, occasionally holding up the suit to the light to check his progress.

Hours passed as Ben meticulously worked on the suit. He sewed and stitched, attaching various pieces together to create a new, sleeker look. He incorporated elements that he had learned from his experience as Spider-Man, ensuring the new suit wouldn't be as easily damaged in future battles.

(The Base Is Not Mine But The Recolour is.)

Ben packed away his newly made and repaired suit. He grabbed a red and black hoodie and a black jacket, throwing them over his shoulder. He checked his watch again, noting the time. It was time to make his way to Pinkie Pie's for the sleepover.

He slung his bag over his shoulder, feeling the weight of his gear and his repaired suit. With a quick glance in the mirror, he checked his appearance. He zipped up his jacket, took a deep breath, and headed out the door, making his way to Pinkie Pie's house.

The sun was setting as Ben walked towards Pinkie Pie's house. He took a moment to appreciate the evening's beauty; the sky was a kaleidoscope of colors, and a cool breeze rustled through the trees. He couldn't help but smile, feeling a sense of anticipation and excitement about the night ahead.

As Ben approached Pinkie's house, he suddenly heard a voice behind him. He turned around, and his eyes fell on a young man standing there. He had light purple hair, blue eyes, and fair skin. His appearance was striking, and something about him seemed vaguely familiar to Ben.

The young man smiled and introduced himself, his voice friendly and confident. "Hey, I'm Arctic Ace," he said, his eyes sparkling. "Though most people just call me Ace."

Ben studied him for a moment, trying to place where he remembered him from. The name Arctic Ace rang a bell, but he just couldn't quite put his finger on it. Nevertheless, he responded with a smile. "Nice to meet you, Ace. I'm Ben."

Ace laughed, a knowing smile on his face. "Oh, I know who you are," he said, walking alongside Ben toward Pinkie's house. "We go to the same school, right? Share Dr. Connors' science class and all that."

Ben's eyes widened slightly as he connected the dots. "Right, of course," he responded, feeling a little foolish for not realizing sooner. "I remember now. Sorry about that, my mind's been preoccupied lately."

Ace nodded understandingly, his smile warm. "No worries, man. I get it. Sometimes school stuff just slips your mind. Trust me, I've done that more than once."

As they reached Pinkie's house, Ben was about to knock when the door was suddenly opened by one of Pinkie's sisters, Maud Pie. Her expression was stoic and emotionless, a stark contrast to Pinkie's bubbly personality. "Hey, Maud," Ben greeted her awkwardly. "Is Pinkie around?"

Maud gave a slight nod before turning to face the interior of the house. "Pinkie!" she called out in a monotone voice. "You have guests!"

Before Ben even had a moment to react, Pinkie came charging down the stairs and tackled him and Ace with a bone-crushing hug. It happened so quickly that even his Spider-sense didn't have time to fully kick in.

Ben and Ace were both caught off guard, gasping for breath as Pinkie squeezed them tightly. "Ben! Ace! You're here!" Pinkie exclaimed happily, her infectious energy filling the air.

Ace chuckled, a little winded from the embrace. "Yeah, we're here," he managed to say, his voice slightly strained. Ben, still reeling from the surprise attack, tried to regain his composure.

"Heh, good to see you too, Pinkie," Ben managed to say, his face slightly red from the lack of oxygen. "Maybe a little less death grip next time?"

As they entered the bedroom, the scene was bustling with activity. Rainbow Dash and Applejack were engrossed in a video game on the television, while Rarity sat nearby sketching out designs for new dresses. Fluttershy was seated on the floor, gently stroking Twilight's dog, Spike, who was happily snuggled up beside her. In the corner, Sunset was having an animated discussion with Twilight, attempting to help her write a counter song.
Ben couldn't help but tease a little as he entered the room. "Hey everyone, sorry I'm late traffic was a nightmare I nearly got turned into a pancake."

Rainbow Dash glanced over, rolling her eyes playfully. "Ha ha, very funny," she responded sarcastically. Applejack looked up from her game and chuckled softly, while Rarity gave him a small wave in acknowledgement. Fluttershy smiled shyly, and Twilight and Sunset stopped their conversation for a moment to regard him.

"It's about time you got here," Applejack replied, a hint of amusement in her voice. "Rainbow Dash's been getting antsy waiting to beat you in Mario Kart."

Rainbow Dash immediately bristled at the comment, her competitive spirit flaring. "I have not been impatient!" she protested, her face slightly flushed. "I've just been waiting... eagerly... for the chance to kick your butt in the game."

Ben chuckled, his eyes meeting Rainbow's challenging glare. "Oh, is that so?" he said, a cocky smile on his face. "I seem to remember a certain someone getting absolutely destroyed last time we played."

Rainbow Dash's eyes flashed, her ego wounded by the memory. "Oh, it's on now," she declared, her voice determined. "I've been practicing. You're going down this time."

"I'd like to see you try," Ben countered, his competitive nature taking over. The room filled with an excited energy as the rest of the group got ready for the upcoming Mario Kart battle.

"Oh, you're in for it now," Rainbow Dash retorted, her eyes narrowing in focus. The group settled around the television, controllers in hand, ready to witness the epic Mario Kart showdown between Ben and Rainbow.

After an intense match, the race was over, and Ben emerged victorious. He couldn't help but throw a sly comment towards Rainbow Dash's direction, who had managed to lose the race despite being on "her" stage, Rainbow Road.

"Looks like you're not so lucky after all," Ben said, unable to keep the grin off his face. "You had home field advantage and still got smoked."

Rainbow Dash grumbled, her competitive streak clearly bruised. "You just got lucky this time," she retorted, her eyes narrowing in both frustration and determination. "I'll kick your butt next time for sure."

The group was about to continue their banter when suddenly, police sirens pierced the air from outside. Ben quickly seized the opportunity to make an escape.

"Oh, right, I forgot we didn't order any pizza," he blurted out, the excuse sounding rushed and flimsy even to his own ears. "I'll go grab that real quick. Be right back!"

Without waiting for a response, Ben dashed out the door, hoping no one would question his sudden departure.

Ben quickly ducked into a secluded alleyway, adrenaline pumping in his veins. He quickly tugged on his Spider-Man suit, the familiar fabric hugging his body. Once he was dressed, he used his mask to tune into the police radio, straining to hear the details of the situation at the OSCORP Genetics lab.

As the police dispatchers voice crackled through his mask, Ben's heart skipped a beat. A break-in. At the genetics lab.

The realization hit Ben like a bolt of lightning. It had to be Toomes. The Vulture was up to something.

Ben's mind raced as he considered the potential implications of Toomes breaking into the lab. What was he after? What was his motive? All Ben knew was that he had to stop him

Author's Note

Hey everyone I hope you enjoyed this chapter also the character of Arctic Ace was submitted to me by a reader called Arctic Ace all credits for the character go to him. If you have any ideas or suggestions for characters from Marvel or even an OC you'd like to see in this story let me know I'm more than happy to include it all credit for the character if it is an OC Will Go to the Person who submitted it.

Idiot Out.

Chapter Four: The Sleepover Showdown

With the knowledge that the break-in was likely related to the Vulture, Ben knew he couldn't afford to waste any time. He took a deep breath, steeling himself for what lay ahead, and began to make his way towards the lab.

As he swung through the streets, the city lights streaking past him, Ben's mind was focused on the mission at hand. He had to catch the Vulture, whatever the cost.

Ben's eyes widened as he landed near the OSCORP Genetics Labs, the sight before him sending a chill down his spine. There, in the wall, was a massive hole, a gaping maw where stone and concrete used to be.

Clearly, the Vulture had made his entrance quite forcefully. Ben felt a twinge of urgency, knowing that time was of the essence.

He pushed aside the nagging thought of the sleepover unfolding back at Pinkie's house and focused on the task at hand. Without wasting another moment, Ben leapt through the hole and darted into the laboratory.

As Ben ventured further into the lab, the once sterile environment was now a chaotic mess. Equipment was thrown about, tables overturned, and wires dangled from the ceiling. It was clear that the Vulture had been through here like a tornado.

Ben navigated the labyrinth of the lab, carefully avoiding debris and the carnage left in the Vulture's wake. He arrived at a computer, its monitor shattered. A flash of silver caught his eye, and he noticed a USB chip sticking out of the computer's USB port, partially obscured by some loose wires.

With a sense of intrigue, Ben quickly reached out and carefully extracted the USB chip from the computer. He held it up, his masked eyes studying the device. The chip could hold vital information about what the Vulture was after.

He tucked the chip securely into his suit, making a mental note to analyze it later. He knew that whatever was on the chip could help him uncover the Vulture's motives and maybe even predict his next move.

Just as Ben was about to make an exit, his senses went into overdrive. A shrill internal alarm rang in his head, warning him of imminent danger. He instinctively lunged to the side as five Vibranium feathers hurtled past where he had just been standing.

The Vulture's signature weapons had nearly skewered him, their deadly points barely missing his head.

Ben found himself face-to-face with the Vulture, who had been lying in wait, hidden amongst the wreckage. The villain's eyes gleamed with malicious intent as he aimed his mechanical wings at Ben, the tips glowing with a sinister light.

"Thought you could sneak in without me noticing, huh?" the Vulture sneered, a sinister smile on his face. "You should know better, Spider-Man. I always keep an eye out for trespassers."

Despite the dire circumstances, Ben couldn't help but retort with a touch of sarcasm. "Well, you certainly have a good eye, Vulture," he replied with a hint of mocking in his voice. "Too bad your aim is a little off tonight."

The Vulture's expression darkened, his patience wearing thin. "Cheeky as ever, I see," he replied, his voice dripping with menace. "But I have something new this time, something you won't be able to dodge."

As he spoke, the Vulture's mechanical wings began to buzz, their tips emitting a glow that intensified with every passing second. It was clear that the villain had more than just his deadly feathers up his sleeve.

"Let's see how you deal with this," the Vulture taunted, his voice gaining a level of malevolence. He took a step forward, his wings humming menacingly as he prepared to unleash his newest weapon.

Ben's eyes darted around, taking in the surroundings and weighing his options. There was no way he could let the Vulture get the upper hand. He needed to stay one step ahead, to find a weakness and exploit it.

In a split second, Ben's eyes landed on a loose roof tile, slightly jutting out above the Vulture. Without a moment's hesitation, he fired a web at it, yanking it downward with all his strength. The tile came crashing down, hurtling towards the Vulture.

The Vulture, caught off guard by the sudden attack, barely had time to react before the heavy tile collided with him. It struck him with such force that he was knocked off his feet, his wings momentarily offline.

Ben took advantage of the Vulture's momentary incapacitation, swiftly landing on top of him. He planted a foot on the villain's chest, pinning him down, and couldn't resist a bit of cocky banter.

"Looks like you got a little... floored, didn't you?" he quipped, a hint of smugness in his voice.

Just as Ben was about to follow up his victory, the Vulture suddenly unleashed a piercing sonic screech, the high-pitched soundwaves assaulting Ben's eardrums. Caught off guard, he involuntarily stepped back, freeing the Vulture from his hold. That split-second fumble was all the villain needed to strike back.

With a swift and calculated move, the Vulture tackled Ben, his powerful wings propelling him forward and knocking the hero off balance. The two tumbled to the ground, a jumble of limbs and grappling as they fought for dominance.

The Vulture soared upwards, his grip on Ben as firm as ever. Ben struggled to break free, but the villain's hold was unrelenting. With every twist and turn, Ben found himself getting weaker as the Vulture ascended higher and higher into the air.

Fear began to creep in as Ben realized the situation he was in. The Vulture's strength was formidable, and he was now at the mercy of his enemy, countless feet above the ground.

Seeing no other option, Ben quickly hatched a plan. With a burst of determination, he reached his arm towards the Vulture's face, fingers outstretched. In a split second, he unleashed a web from his wrist, aiming directly at the villain's eyes.

The sticky webbing slapped against the Vulture's face, covering his eyes in a thick layer of web. Temporarily blinded, the Vulture let out a surprised cry, his grip momentarily loosening.

Ben quickly took the opportunity and kicked himself free from the Vulture's grip before landing on his back and ripping out the battery pack to his wings. As the two of them began to free fall towards the city Ben and the Vulture traded blows back and fourth.

As both Ben and the Vulture fell towards the cityscape below, a fierce battle ensued. With every passing second, the ground grew closer and closer, the city lights rushing up towards them. During their descent, the two traded blows back and forth, the air between them filled with a mix of tension and desperation.

With the impending impact of the ground fast approaching, Ben's reflexes kicked into overdrive. In a swift move, he fired a web at a nearby building, the thick strand latching onto the structure with a satisfying thwip. As the web connected, Ben's hand shot out, grabbing the Vulture's foot just in time to prevent the villain from meeting a painful fate with the pavement below.

With a powerful swing, Ben hurled the Vulture towards a wall, the villain impacting with a loud thud before being immobilized by the web. As Ben landed, he couldn't resist a bit of banter.

"Say cheese," he quipped, his masked gaze fixed on the trapped Vulture. He swiftly retrieved his camera that was perched on a nearby building and snapped a quick picture of the scene, capturing the defeated villain in a comedic pose.

The Vulture, seething with anger, wriggled and thrashed against the webbing, his efforts in vain. He could only watch as Ben confidently stood before him, camera in hand, a satisfied smirk on his face.

Realizing the time, Ben glanced at his watch and felt a pang of guilt. He had been gone for almost an hour, much longer than he had anticipated. As the weight of the situation settled in, he let out a frustrated groan, knowing that the sleepover was still ongoing and that he had left his friends hanging.

Ben thought, "Crap, they're probably wondering where I am. I better hurry and get that pizza before they start worrying."

When Ben got back to the sleepover he changed into his pyjamas again before entering the house.

As Ben entered back into Pinkie's house, still mentally preparing himself for the possible questions about his unexpected disappearance, he quickly came up with a believable excuse.

Taking a deep breath, he put on a sheepish smile and entered the living room, where he found the rest of the group gathered.

The group looked at him with expectant expressions, some with concern, others with skepticism. Rainbow Dash was the first to speak up.

"What took you so long? You vanished for almost an hour," she questioned, her arms crossed and one eyebrow raised.

Ben chuckled nervously, rubbing the back of his head. "Sorry about that," he began, his tone laced with feigned nonchalance. "I got held up at the pizza place. You know how it is, big orders and all. Plus, they were short-staffed."

There were a few mumbles and murmurs from the group, some seeming to buy the excuse while others remained unconvinced. Rainbow Dash, ever the skeptic, gave him a skeptical look.

"Huh, alright then," she muttered, still eyeing him with suspicion. "Just don't make a habit out of disappearing on us like that. You had everyone worried."

Ben placed the pizza on the table, the aroma of melted cheese and various toppings wafting through the room. Despite the lingering tension, his stomach grumbled with hunger. He quickly snagged a slice of Hawaiian pizza, taking a big bite.

As he chewed, he noticed Applejack giving him a sideways glance, her eyebrows raised slightly.

Applejack, ever the observant one, cocked her head slightly, her eyes fixed on him as she spoke up.

"Hawaiian pizza, huh? That's an interesting choice, Ben," she commented, a hint of curiosity in her voice. "I would've pegged you for a pepperoni or cheese kind of guy."

Ben swallowed a mouthful of pizza before responding, trying to sound casual. "Eh, I like to switch things up sometimes," he said with a shrug, a faint grin playing on his lips. "Besides, pineapple on pizza is underrated."

(It Is And I'm Tired Of Pretending It's Not.)

The group was in the thick of their gaming marathon, and a friendly competition had erupted as they played rounds of Mario Kart. Ben, his competitive streak showing, had been trouncing everyone at the game, much to the frustration of the others.

Suddenly, a full can of soda flew through the air, slamming into the side of Ben's head with a loud thud.

Ben let out a startled yelp, clutching his head where the can had struck him. He whipped his head around and spotted the guilty culprit, Arctic Ace, who was trying to hold back a smirk. The others around them stifled their laughter, some failing miserably.

"Hey, what the heck was that for?" Ben exclaimed, rubbing the sore spot on his head. He shot a disapproving look at Arctic Ace, who couldn't help but crack a small grin.

Later in the night after everyone had fallen asleep Ben knew it was time to enact his revenge one Ace.

Ben's eyes darted around as he quietly slipped out of bed, avoiding any creaky floorboards. He then noticed that both Twilight and Sunset were missing from their beds as well. Silently, he moved towards the kitchen, where he found the two girls chatting in hushed voices.

Ben paused for a moment outside the kitchen, his keen senses picking up on bits of the conversation between Twilight and Sunset. Something about not wanting to let everyone down. With a small sigh, he gently stepped into the room, clearing his throat to get the girls' attention.

"Hey," he greeted them softly, a sincere look on his face.

Twilight and Sunset turned towards him, momentarily surprised by his presence. Twilight, her expression laced with worry, was the first to speak. "Ben, I thought you were asleep," she said, attempting to keep her voice steady.

Ben chuckled sheepishly, rubbing the back of his neck. "Yeah, I couldn't sleep," he admitted, his tone gentle. He walked over and leaned against the countertop, looking at the two girls with a concerned expression.

"I overheard you guys," he confessed, his voice quiet. "Twilight, you're worried about letting us all down?"

Twilight's eyes widened in surprise, her expression shifting to mild embarrassment at being caught. She looked down, fiddling with the hem of her nightshirt. "I...yeah," she admitted reluctantly, her voice barely above a whisper. "I can't help but feel like I'm not living up to everyone's expectations."

Ben's expression softened, his heart going out to Twilight's admission. He pushed off the countertop and stood beside her, a comforting hand on her shoulder. "Twilight," he began, his voice firm yet tender, "you're putting too much pressure on yourself."

As Ben tried to console Twilight, his mind went back to a conversation he had with his best friend's uncle, who had given him some valuable advice years ago.

With a firm yet understanding tone, he continued, "You know, my friend's uncle once told me something that I think might help. He said that sometimes, we can't be everything for everyone, and that's okay. It's alright to have limits, Twilight. You don't have to carry the weight of the world on your shoulders."

The words seemed to resonate with Twilight, her eyes meeting Ben's. A small, appreciative smile tugged at the corners of her lips. "You're right," she agreed quietly, her voice filled with a mix of vulnerability and determination. "I...I guess I just need to remind myself that I can only do so much. And that's okay."

Ben returned the smile, his hand squeezing her shoulder gently. "And hey, about the battle of the bands," he said, his voice filled with conviction. "We'll be ready. Your counter song is going to be amazing, I know it. Just trust yourself, and we'll all have your back."

Ben's eyes widened slightly as he open the fridge and was met with the sight of multiple cans of whipped cream neatly stacked inside. He couldn't help but comment on the unexpected sight.

"Whoa," he said, a hint of surprise in his voice, "what's with the mountain of whipped cream?"

Sunset, who had been quietly observing the conversation, couldn't help but chime in with a chuckle. "Oh, that's just Pinkie," she explained, gesturing towards the fridge. "She's a little bit obsessed with the stuff. She always insists on having extra around, just in case."

Ben chuckled, shutting the fridge and turning back towards the girls. "I swear, sometimes Pinkie's love for sweets is a force of nature," he joked, shaking his head in amusement. "But hey, who am I to argue with a good supply of whipped cream?"

Author's Note

Okay wow Fourth Chapter Done And Dusted. As of right now this is my longest Chapter Yet. Also I want to thank Adamverse for making that intro for me please go check him out he is an amazing writer and a good friend. Hope you Enjoy This Story and Goodbye For Now.

Idiot Out

Epilogue: Battle Of The Bands

The night of the Battle of the Bands had finally arrived, and the atmosphere was electric. Canterlot High was buzzing with excitement as students and parents gathered in the auditorium, eagerly awaiting the performances. The stage was bathed in bright lights, and instruments were meticulously set up and tested.

The group was focused and determined as they practiced the counter spell song, each of them putting their own unique touch on the performance. Ben, on the other side of the room, was busy with his own task. He had the USB drive he had discovered at OSCORP Genetics Labs, and was intently studying it, trying to decipher any information it might hold.

Arctic Ace, taking a break from practicing, was sitting with Spike, the dog curled up happily in his lap. He glanced over at Ben, a mix of curiosity and envy on his face. "What's he doing over there?" he asked quietly, nodding towards Ben's form in the corner.

Sunset, who had overheard Arctic Ace's question, looked over at Ben as well. "Looks like he's working on something important," she replied, a hint of intrigue in her voice. "He's been at it for a while now. Whatever it is, it must be pretty important."

With a final click, Ben finally cracked the code and was able to access the contents of the USB drive. His heart pounded in his chest as he scanned the files, his eyes widening with each passing second. This was it – this was what the Vulture had been looking for.

The files contained a wealth of information about Project Genesis, blueprints, research data, and detailed notes on the project's goals. The implications were huge, and Ben knew he had stumbled upon something big.

Ben quickly pocketed the USB drive, his mind racing with questions and thoughts. Project Genesis – what could it be? Why was the Vulture so hell-bent on getting his hands on this information? Ben had a sinking feeling that whatever Project Genesis was, it couldn't be anything good.

He glanced over at the girls, who were still rehearsing tirelessly, oblivious to the bombshell he had just discovered. For now, he decided to keep his findings to himself, not wanting to alarm them unnecessarily.

The moment of truth had arrived - the battle of the bands was beginning. The air in the auditorium was thick with anticipation as the first band was called up to the stage. One by one, the bands took their places, the instruments were checked, the microphones tested, and the lights glared. It was showtime.

The Rainbooms all went on stage and began to sing.

We've just got the day to get ready
And there's only so much time to lose
Because tonight, yeah, we're here to party
So, let's think of something fun to do

We don't know (we don't know) what's gonna happen
We just know (we just know) it's gonna feel right
All our friends are here and it's time to ignite the lights

Shake your tail 'cause we're here to have a party tonight
Shake your tail, shake your tail
Shake your tail 'cause we're here to have a party tonight
Shake your tail, shake your tail

So, what you didn't get it right the first time?
Laugh it off, no one said it is a crime
Do your thing, you know you're an original
Your ideas are so funny that they're criminal, oh-ah

We've just got the day to get ready
And there's only so much time to lose
Because tonight, yeah, we're here to party
So, let's think of something fun to do

We don't know (we don't know) what's gonna happen
We just know (we just know) it's gonna feel right
All our friends are here and it's time to ignite the lights

Shake your tail 'cause we're here to have a party tonight
Shake your tail, shake your tail
Shake your tail 'cause we're here to have a party tonight
Shake your tail, shake your tail

Shake your tail 'cause we're here to have a party tonight
Shake your tail, shake your tail
Shake your tail 'cause we're here to have a party tonight
Shake your tail, shake your tail
Shake your tail 'cause we're here to have a party tonight

The Rainbooms finished their first song, and it was clear it wasn't their best performance. But what really caught Ben and Arctic Ace's attention was the deliberate sabotage they noticed from the other bands. It seemed that a few competing groups were trying to rig the contest, yet somehow, the Rainbooms still managed to advance to the next round.

Backstage, the Rainbooms were a mix of emotions. Applejack was venting her frustration at Rarity, disapproving of her outfit choice. Rainbow Dash was frustrated with Pinkie Pie, who had set off a confetti cannon at the wrong moment. Pinkie, on the other hand, was ticked off at Fluttershy for running away from the spotlight during their performance.

Ben couldn't help but step in and try to diffuse the tension. With a firm yet calming tone.

"Alright, alright, everyone just calm down for a minute," he said, his hands held up in a placating gesture. "We're all in this together, remember? We've got a few minutes before we're up again. Let's use that time to go over our songs and make sure we're all on the same page, okay?"

The Rainbooms took a collective breath and nodded, realizing that fighting amongst themselves wouldn't do them any favors. They quickly gathered around to practice and fine-tune their next performance, the tension from before slowly dissipating.

As the group dispersed to practice, Ben stole a few moments alone to take another look at the USB drive. He pulled it out of his pocket and examined it intently, this time focusing on the manufacturer's name.

The drive was branded with a familiar name - Rich Industries. The implications sent a chill down Ben's spine. Not only had the Vulture wanted this USB, but it was connected to the very same company Ben had Snuck into the other day.

The connection was clear in his mind – he had inadvertently stumbled upon a web of secrets and danger that was far bigger than he could have imagined. Ben's heartrate quickened as he realized the enormity of what he had uncovered.

Ben moved swiftly, ducking into the nearest empty classroom. His mind was racing with thoughts of what he had discovered and the need to act quickly. But he hadn't noticed a key detail – the Dazzlings, who had been observing him from a distance, had spotted his transformation into Spider-Man.

Their interest piqued, they glanced at each other, a sly smirk playing on their lips. They had just discovered a juicy secret, one that they could use to their advantage.

With a determined stride, Ben arrived at Rich Industries and entered the building undetected, just as he had done the previous night. His destination was clear – the office of Filthy Rich, the CEO of the company.

Ben quietly crept through the halls, avoiding the security cameras and guards, until he reached Filthy Rich's office. He slipped inside, closing the door behind him, and waited for the man himself to arrive.

The office was just as grand as Ben remembered it, filled with expensive furniture and artwork. But there was no sign of Filthy Rich yet. Ben took the opportunity to rifle through the desk drawers, searching for any clues about Project Genesis.

He quickly sifted through files and documents, but nothing seemed to connect to the USB or Project Genesis. Just as he was about to give up and try another approach, the door to the office opened and Filthy Rich walked in.

"Well, well, if it isn't our uninvited guest," Filthy Rich sneered, his cold eyes taking in Ben's presence. "You just can't stay away, can you?"

Ben stepped forward, his expression steely, and met Filthy Rich gaze with equal measure. "I could say the same about you and your shady business practices," he quipped back, his voice laced with anger.

Filthy Rich chuckled darkly, leaning against his desk nonchalantly. "Ah, the righteous anger of the self-appointed defender of justice. Let me guess, you're here to lecture me about my 'shady business practices' again?"

The sudden punch caught Ben off guard, and he was slammed against the wall with a loud thud. Pain shot through his body, and he struggled to catch his breath. A smug satisfaction flickered across Filthy Rich's face.

As Ben struggled to regain his bearings, Filthy Rich removed his suit jacket, revealing a pair of sleek, high-tech gloves. He smirked and proclaimed, "Impressive, aren't they? These aren't just any ordinary gloves – they're Displacer Gloves, made from a special alloy called Vibranium. They have the unique ability to absorb sound waves and kinetic energy, only to release them in powerful attacks, making them a truly formidable weapon."

"Displacer Gloves," Filthy Rich explained, flexing his metal-clad hands. "Prototypes, straight from Oscorp's R&D department. Made with vibranium – the most advanced alloy on the planet. They can absorb sound waves and kinetic energy, and release it into devastating attacks."

Ben gritted his teeth as he rose to his feet. "Neat trick," he bit out, still winded from the initial blow. "But I've dealt with Oscorp's tech before. I'm not afraid of some fancy gloves."

Ben wasted no time in launching his counterattack. He lunged forward, his punches and kicks landing with spider-enhanced strength. The clash between them was intense, sparks flying as Ben's fists met the vibranium gloves.

But the Displacer Gloves gave Filthy Rich a clear advantage. Every strike Ben landed, the gloves absorbed his kinetic energy, feeding it into the next punch Filthy Rich threw. The force of the blows increased with each exchange.

Ben felt the impact of each hit multiply with the added power of the gloves, his body taking a brutal punishment. He was quickly being pushed back, forced to rely more on dodging than direct confrontation.

With a burst of agility, Ben vaulted over Filthy Rich, surprising him with his quick movement. He swung his leg out, delivering a powerful kick to the back of Filthy Rich's head..

The impact sent Filthy Rich sprawling, but he reacted fast. Despite the force of the attack, the Displacer Gloves absorbed much of the blow, sparing him any major harm. He rolled over and got back to his feet, fury in his eyes.

"You're faster than you look," he hissed, spitting out a mouthful of blood. "But you're still outgunned, Spider-Man."

Ben clenched his jaw, frustration and pain evident. "You're not invincible," he gritted out, circling around the room to keep a constant advantage. "Those gloves are just a crutch."

Filthy Rich laughed, a harsh, grating sound that sent chills down Ben's spine. "A crutch you say? These gloves are my greatest weapon," he boasted, displaying them once more for emphasis. "They make me stronger, faster, unbeatable!"

The fight between Ben and Filthy Rich escalated, the battle spilling out into the hallway. With each clash, the office was turned further into chaos. Eventually, the struggle found its way through Filthy Rich's office window with one particularly powerful punch aimed by Rich.

Filthy Rich sauntered over to the window, a victorious smirk on his face. "Looks like you met your match, Spider-Man," he taunted, watching as Ben struggled to get up.

Ben slowly got to his feet, his body aching in multiple places. He looked down at his suit and was appalled by the damage it had sustained. The once pristine fabric was now torn and tattered, exposing glares of his skin beneath.

In a quick move, Ben looked at the Displacer Gloves and saw the red lights flashing. He knew that they were overheating, a clear sign of overwork. Without hesitation, he fired two webs at the gloves, attempting to jam them and disrupt the overload.

But the Displacer Gloves were a formidable device. They struggled against the webbing, their mechanisms resisting the interference. The red lights blinked faster, a sign of the increasing strain.

Ben watched in horror as Filthy Rich began to power up another attack, the red lights flickering even more erratically. The warning signs were all there, but they were overshadowed by the imminent danger. Before he could even call out, the gloves exploded, sending Ben careening out through the window and plummeting towards the city below.

The sound of the explosion echoed through the air, the force of the blast knocking Ben's suit to the extreme limit. He struggled to control his flight in the air, his heart throbbing against his chest. He couldn't help but think of all the people below, blissfully unaware of the situation unfolding.

As Ben swung through the air, he saw Filthy Rich lying amidst the wreckage of his own company, barely conscious and battered. Taking advantage of the dire situation, he quickly fired a web towards the top of Rich Industries and latched onto it, pulling himself up to save Filthy Rich from the debris. Then, without a second thought, he took off, swinging towards the nearest hospital.

After quickly dropping off Filthy Rich at the hospital, Ben swung away, the wind rushing through his hair as he navigated the city streets. He had to change out of his damaged suit, which meant heading back to school to change. He swung to Canterlot High, landing near the entrance and heading inside, still in costume.

As soon as Ben burst into the auditorium, he found himself face-to-face with Arctic Ace and Spike the Dog, both of them looking worried. Before he could even speak, the canine creature hurriedly relayed to him, "Spider-Man! Twilight and the Rainbooms are trapped backstage! They're trapped underneath the stage by Trixie Lulamoon."

With urgency in his step, Ben sprinted backstage. The sound of the group's argument was unmistakable as he drew closer to the stage. He could hear Rainbow Dash, Pinkie Pie, Applejack, Rarity, and Fluttershy's voices, bickering over something.

Ben frantically pulled and heaved at the trapdoor, desperately trying to open it to free the members of the band. But the door remained stubbornly shut, no matter how much he tugged and pushed it. Frustration boiled up within him, and he grumbled to himself, "Damn it! How do a bunch of teenagers get themselves into this situation?"

Ben's frustration spilled over, and he found himself cursing and pacing back and forth. But as he scanned the ceiling, an idea dawned on him. With a smirk, he quickly scaled the ceiling, disappearing out of sight. And just as the others were about to resume their argument, they heard a yell echoing from above. "Move!"

With a swift pull, Ben yanked himself through the trapdoor, landing in the stage with a heavy thud. The other's gazes flicked to him, surprise and concern etched across their faces. "Spider-Man?" Pinkie Pie gasped in disbelief.

Applejack was the first to recover, her eyes narrowing in suspicion. "How'd ya get back here so quick?" She asked, her voice laced with skepticism.

Ben brushed himself off, taking care of any loose threads or dust left from the tussle. Then, with a swift motion, he removed his mask, revealing his face to the group.

The girls' eyes widened in recognition as they took in the sight of Ben beneath the mask. Rainbow Dash exclaimed, "Ben!?"

Ben nodded sheepishly, his hand running through his messy hair. "Yeah, it's me."

Pinkie Pie, her voice brimming with excitement, blurted out, "But...but...how?"

Ben chuckled softly, amused by her enthusiasm. "Long story. Can we worry about that later? I came to help you guys, and there's still the little matter of freeing you from...well, this," he gestured to the trapdoor.

Ben sprang into action, webbing himself to the roof and motioning for the others to follow. "Everyone up! We need to get to that hill over there," he said urgently. The girls exchanged glances, concern etched on their faces, but they followed his instructions, clambering up onto the roof.

Once they were all up, Ben turned to face the stage, his eyes meeting the watchful gaze of the police officers and sirens. A flicker of anticipation crossed his face. "Alright, listen up," he called out to the girls, his voice firm. "I'll handle the distraction. You girls run, okay?"

Ben seized the microphone, striding confidently onto the stage. He wore a sly grin under his mask as he addressed the crowd below. "Attention, students and students at home! Who's ready to rock this joint?" The atmosphere shifted as adrenaline rushed through him.

The cheers and applause echoed in the auditorium, and Ben wasted no time in seizing the moment. His voice carried through the microphone, booming out over the sea of students, "This next song is gonna be the highlight of this whole shindig! So if you got the energy, now's the time to bring it!"

The Dazzlings began to sing causing hypnosis over the crowd causing more power to be granted to them but the Rainbooms Counter Spell Worked out in the end.

Ben strolled over to the stage, flanked by the Rainbooms and Arctic Ace. The air was thick with triumphant energy as they took their places on stage, a collective cheer erupting from the audience.

The words hung in the air as the Rainbooms and Ben stepped onto the stage together. The city roared with cheers and applause, their faces lit up with joy and gratitude. Ben, now back in his casual attire, declared with a resolute expression, "That's it, Canterlot High. I'll be protecting this city for as long as I can!"

The crowd erupted in cheers, clearly inspired by his promise, while Arctic Ace quickly swooped in to help Sonata Dusk back up.

Arctic Ace looked down at Sonata, concern etched on his face. "You okay, kiddo?" He asked, extending a helping hand to boost her up.

As Ben approached Arctic Ace, confusion etched on his face, he asked, "Hey, why're you helping out Sonata? She was working with those Dazzling girls, wasn't she?"

Arctic Ace sighed, a mix of resignation and understanding in his expression. "Yeah, she was," he admitted. "But she's just a kid, Ben. And she was pretty much brainwashed by those Dazzling girls. Besides, we're not exactly in the business of condemning people for mistakes they make as teenagers."

Ben grunted softly, his tough exterior softening just a fraction. "I get it, I do," he acknowledged. "But you gotta admit it's a pretty big mistake to make."

Arctic Ace nodded solemnly in agreement. "You're right, it's a pretty big mistake," he conceded. "But sometimes, people can change. Sometimes, all they need is a chance to prove themselves. And Sonata... she's still young. She's got potential, deep down. We just have to give her a chance to make the right choices."

The words hung in the air for a moment, Ben processing the idea. He knew the risks but there was a glimmer of hope in the notion. "But what happens if she doesn't change?" he asked, his brow furrowing.

Arctic Ace let out a heavy sigh, the weight of the situation evident on his face. "No one can say for sure," he conceded. "But if we don't take the risk, we'll never know what she's truly capable of. Plus, you've seen her potential. She's incredibly powerful. Imagine what she could do for this world, if only someone could reach her."

His gaze drifted off as he remembered the changes in Sunet. "I get it," he acknowledged. "I see what you mean. I've known someone like that myself. She starts out as a bully, but then...she changed."

Before Ben could say anything the sound of police sirens filled the air, echoing through the school campus. Ben let out a weary sigh and chuckled, a hint of wry humor in his voice. "Love it or hate it, it's my job," he quipped, shaking his head slightly.

A week had passed, and the events of the past were already starting to blur. Ben couldn't help but reflect on the whirlwind adventure that had brought him and the others to Canterlot High. Every now and then, he'd reminisce about the danger, the music, and the unexpected friendship of the Rainbooms. Ben also began to have confusing feelings towards Sunset Shimmer.

One day, as Ben swung through the city, he was abruptly enveloped by a blinding light. When his senses finally adjusted, he found himself on a rooftop, disoriented and confused. As he tried to make out his surroundings, the sound of a news broadcast caught his attention. The news was blaring from the TV nearby, its familiar anchors delivering the stories of the day.

The news anchor, a charismatic woman in a crisp blazer, turned to the camera. "In other news," she announced, "it's been exactly five years since the arrival of Spider-Man, a local superhero who has been patrolling Canterlot High for all this time." The anchorwoman's voice was filled with a tone of reverence. The screen cut to footage of Ben in costume, swinging through the city with an almost effortless grace.

The anchorwoman's voice became more earnest as she continued, "But now, for the first time since his debut, we have news about the true identity of Spider-Man." The news report switched to footage of a well-known local news station studio, where an older reporter sat behind the desk.

The older reporter, a serious yet friendly face on the screen, began, "Today, we have an exclusive story worth sharing. In a turn of events that will shock the city, we have uncovered the real identity of Spider-Man, the protector of Canterlot for the past five years." The reporter paused for effect, drawing a gasp from the viewers. "Meet Adam Shy, a twenty-something year old from our own town."

Ben blinked, suddenly back in the midst of swinging through the city. Frustration and confusion washed over him, the memory of the news report just seconds ago still fresh in his mind. He grumbled under his breath, "What the?!.."

Author's Note

(Okay Guys So this is the final Chapter Of Book One Rainbow Rocks, I hope you enjoyed this arc and rest assured Ben's Adventures will continue in Spider-Man Untangled Reality Book II: Enter Electro.

Also the character of Adam belongs to Adamverse, this was a slight cameo into the multiverse.

Idiot Out.)