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.