• Published 9th Oct 2018
  • 4,964 Views, 884 Comments

Equestria Girls/Spider-man Book 1: Amazing - Equestrian Defender



Flash Sentry tries to balance high school, being Spider-man, and the magical misadventures of Sunset Shimmer and her friends.

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Chapter 2: There Goes The Neighborhood Part 2

"Yeah, I'm fine" Twilight said, a light blush on her face. "Thanks for saving me, Spider-man."

Shaking out of his daze, Spider-man replied "You're welcome. Why are you trying to get into the Security Room?"

"Because I'm trying to find out what's going on."

"Well if the guys with guns weren't enough of a clue-"

"No" Twilight cut in. "What I mean is that even though this building is just a research center, the projects we work on are important enough for the building to have the latest Oscorp Security Systems. The moment those men came through the front doors, the building should've gone into lockdown. Whole corridors closed off and flooded with knockout gas, automated guns with nonlethal energy blasts popping out of the walls and taking aim at anyone whose DNA isn't registered in the Oscorp Data Banks."

"The scanners are that good?"

"Spencer Smythe designed the software himself. That's how good it is."

She wasn't kidding and Spider-man knew it. Spencer Smythe was one of, if not THE, leading expert in robotics and technology. Word among the scientific community was that he was working on a type of nanobot that would be used to fight cellular diseases, which would require very complex A.I. and scanning technology. If he could create that kind of A.I. for robots that were so small over a million of them could stand shoulder to shoulder on the head of a dime, then his tech was truly something to behold.

"But none of this happened. So I'm guessing there could be a glitch in the system-"

"-which is extremely unlikely since Spencer Smythe checked the system himself yesterday and said they were running at peak efficiency. Or something happened to the security personnel" Twilight finished. "And I'm guessing it's the latter because the keycard for the door isn't working."

Starting to get the picture, Spider-man said "Then let's find out what happened. Stand back, please."

She did so, and Spider-man shot an Electric Web at the panel. It fizzed and sparked for a few moments, before a loud pop! was heard and the door opened. Twilight looked at this and asked "Where were you when I forgot the code to my lab?"

"Somewhere in the neighborhood" he nonchalantly replied.

They walked in through the door, and-

"Oh my god" Twilight gasped.

There were two guards in the security room. One of them was lying on the floor, and the other one was slumped over on the computer bank.

Both of them were dead.

Spider-man turned one of them over, noticing white foam around the man's mouth. He saw the spilled coffee on the floor next to him, his lenses already scanning it for traces of poison. " He then looked at Twilight and saw her standing motionless and staring at the bodies, her face ghostly pale. He quickly walked up to her and tried to get her attention. "Twilight." Nothing. "Twilight!" Still nothing. "TWILIGHT!"

Snapping back to reality, she looked at Spider-man, clearly still shocked at what she just witnessed. "T-t-they're-"

Spider-man nodded, gently placing a hand on her shoulder. "Yeah, I know. And it's horrible. But if we don't stop the guys in the building, more people are going to die. But we can stop this and make sure that doesn't happen to anyone else. Okay?" Seeing her nod, he continued "Now I need you to focus, and see if you can get the security systems back online."

Once he let go, Twilight moved to the empty computer bank, trying not to look at the other dead security guard. "Give me a few seconds."

As she worked on the computers, Spider-man heard Thorax on his comm. "Okay, the computer in your suit just finished analyzing that coffee. Those poor guys got a dose of poison."

"I figured as much. I'm guessing it was some sort of cyanide?"

"Potassium Cyanide, to be exact. They probably didn't notice it because coffee in most places outside of cafes taste like shit."

"Poor guys would be dead a few minutes after they drink this sludge."

Twilight looked over at Spider-man and asked "Do you have some sort of radio in your suit?"

He heard Thorax on the other end facepalm. "Oops."

Looking at her Spider-man replied "Well... yeah. I have a... 'friend', who can hack just about anything. He usually uses it to look through the cameras around the city to help me find crimes and get a good idea of what I'm up against. It's saved my life more than once."

"You're welcome, buddy."

"Well," Twilight began, motioning Spider-man to join her "maybe he can help me out." Joining her at the computer bank, Spider-man noticed multiple ACCESS DENIED windows and a slew of numbers rapidly changing in across the screen. "Whoever poisoned the guards also hacked into the system and locked everything up. All the security systems are down save for the cameras. It's also locked out anyone who tries hacking into the system from outside the building."

"That might explain why my friend got kicked out of the system earlier" Spider-man replied. "You think he might be able to help?"

"I have pretty good computer skills. But, I'm a novice hacker at best."

"Well fortunately for us, my friend is a master."


Thorax tapped his chin, then said "Okay, I have something that might work."

"Dude at this point I'm willing to try anything that doesn't involve Light-Cycles and Identity Disks."

"We talking Tron or Tron Legacy" Thorax joked. "Anyway, just plug into her phone and I'll connect to it. From there, I'll download my hacker program onto it. I'll be able to walk her through the rest while you take care of the goon squad and Shocker."

"Still not sure about that name. It sounds like a WWE wrestler."

"Well I don't hear any good names from your infinite library of quips, so shut it and do what I said."

"Yes, Captain Hacker."

"We're not using that as my codename" Thorax deadpanned, preparing for the upload.


As the download bar finally read 100%, Spider-man disconnected the cord in his web shooter from Twilight's phone. Almost immediately it rang, and Twilight pushed the answer button. "Hello" Twilight asked. "Is this Spider-man's friend?"

"Yes it is, Miss Sparkle" a heavily filtered voice answered through the phone. "You can call me... Codex."

Twilight giggled. "Did you just come up with that name?"

"Very funny. I have a program that can help me break through this encryption. I just need you to-"

It was at that moment that Spider-man noticed Shocker on one of the feeds. "Hey" he said getting Twilight's attention. Pointing at the monitor, he asked "That hallway Shocker's in; where does it lead?"

Checking the camera, Twilight's face paled. "That hallway leads to the Energy Research Division."

"Let me guess," Codex guessed "there's a lot of experimental energy sources down there. And if he messes with and/or breaks the wrong thing, it could become unstable and go ka-boom?"

"And could potentially destroy the building, and everything in a five mile radius" Twilight added. "Not to mention vaporize everyone within that area."

A thick silence permeated the room, eventually broken by Codex saying "Well, there goes the neighborhood."

"Not yet it's not" Spider-man said. "Time for me to do my hero thing."

"Shouldn't you at least make a plan before you go in there" Twilight asked.

"I have a plan. Save the hostages, take down the bad guys, get some payback on Shocker, make sure the building and Midtown don't get blown to smithereens."

Twilight sweatdropped at that. "Um, it's not that easy. Is it?"

"Not always" he admitted, looking at the camera feeds that showed the hostages. "I'll need to find a way to get into that room and take down those bozos without raising an alarm. Otherwise those people are gonna get hurt. Codex?"

"Program's running, but it's going to take a little more time for me to get access to their mainframe and restore security. On the bright side, I've got camera feeds, so you're not going in blind."

"Good."

Twilight then added "It looks like they're in the Presentation Center in the center of the complex. All you really have to do to get there is follow the signs on the walls."

"Thanks." Opening the door, Spider-man said "Lock the door behind me. I'll let you know when it's safe to come out."

Nodding, Twilight replied "Be careful."

He smirked under his mask. "Oh, it's no big deal. I'm just going to go fight some trigger-happy men armed with machine guns. Nothing dangerous or anything."

Once the door closed, Twilight asked Codex "Is he always like this?"

"If he wasn't then something would obviously be wrong."


Twilight was right; finding the Presentation Center was easy.

Getting inside was another matter.

"The two guys you took down when saving the damsel-in-distress leaves thirteen guys inside. Two guys at each of the four doors, four guys surrounding the hostages in the center of the room, and one guy patrolling around the room" Codex observed.

"And all of them will start shooting if they so much as see a web" Spider-man muttered. "Any suggestions?"

"According to the blueprints I downloaded, there's a ventilation shaft that has several openings in the ceiling."

As he opened the grate and started crawling through the vent, he asked "Anything I should know about the guards?"

"The guy that's patrolling is constantly checking on the other guys. If he sees something suspicious, he'll sound the alarm."

Lifting up the vent cover on the ceiling, he whispered "Then he's first on the list.

As he crawled out, he surveyed the room and took note of the positions of the men. Sure enough, Codex had gotten it right. Two at each door, four around the hostages, one patrolling around. Zeroing in on the patrolling man, Spider-man waited until he was far enough away from the others and shot out a web shot with one web shooter and attached a web-line onto his back. The web shot nailed him in the mouth, silencing him, and with a swift yank of the web-line the man was up against the ceiling. Webbing him to the wall, he said "One down." He then looked down at the four men around the hostages, noticing that each one also had a good view of one of the doors. The guys at the doors however, were focusing solely on the doors.

With practiced precision, he quickly shot out two lines from each web-shooter, each nailing a guard. Before they could react, he yanked them up, their heads slamming against the ceiling before their bodies were webbed to the ceiling.

"Nicely done" Codex commented. "Now you've just got the door-men."

"Noticed. How're things going on your end?"


Twilight looked at the monitor, noticing the progress bar was at 87% and rising. "Wow. You're good" she commented.

"Thank you. But by the time we get them back online, Spider-man'll probably have them all webbed up."

"True. Very-" Twilight stopped, noticing Shocker on one of the camera feeds. He was carrying a metal case with a computerized lock on the side, and was marked X5N0. "Uh-oh."

"Uh-oh, what?"

"Tell Spider-man to hurry up and get to Shocker."

"Can do. Wanna tell me why?"

"Shocker's leaving with project X5N0."

"Why do I get the feeling that's NOT something we want him leaving with?"


"SO, let me see if I can get this straight."

Spider-man looked at his handiwork. Five guys were webbed to the ceiling, four guys were webbed to the floor, two were hanging upside down in cocoons, and the remaining two were laying on the ground, unconscious. He'd already opened the doors and told the hostages to get somewhere safe. Webbing those two down to the ground, he continued "Project X5N0 is a collection of energy cores that were salvaged from the Chitauri Invasion."

"Yeah" Codex replied. "Apparently Oscorp snagged them before Mister Stark's Department of Damage Control could collect them. They've been trying to see if they can harness their power to make something that could rival the Ark Reactor."

"And possibly be used in weapons development?"

"She says she doesn't know for sure, but then again she's just an intern. Something like that's probably not for her eyes."

"A perfectly valid point. But since I doubt crooks and scumbags are interested in environmentally-friendly energy sources-"

"We've actually got bigger problems" Codex cut in. "According to Miss Sparkle, those cores become unstable and will explode if they're exposed to any kind of radiation source."

"Any kind as in?"

"Anything as small as a metal detector in an airport. A single core has an explosive yield that would make a 1-pound C-4 charge look like a firecracker. And the container holds roughly 100 of these things."

That definitely didn't sound good. "Where's Shocker headed?"

"Since I doubt he's going to be walking out the front door; the other ways out are a loading dock on the southern side of the building and the helipad on the roof. There's nobody in the loading docks and it looks like Shocker's heading towards the elevators."

"How much control of the building do you have?"

"I've just shut the elevators down. He's heading for the stairs, currently on the fourth floor. Security locks are active, though I doubt that'll stop him." There was a pause, followed by "That's odd."

Exiting the building through a window and climbing up the outside, Spider-man asked "What's odd?"

"Well... there's no helicopters in the sky in that area. Nor are there any aircraft across the city heading towards the building."

Peering through the window of the fourth floor and seeing Shocker blast the stairwell door, pulverizing it and parts of the surrounding wall. He picked up the case and walked through the hole. Moving up to the next floor and entering a vent, he asked "So, what's his exit strategy?"

"Beats me."

Dropping from the vent, he replied "Guess we'll find out."

At that moment, his Spider-sense went off.

BA-FWOOOM!!!

The wall in front of him suddenly cracked before bursting inward, a wave of concussive force knocking him off his feet and onto the ground. "Ow! Jeez, second time today I got knocked on my-"

"YOU!!"

Looking up, Spider-man saw Shocker standing there holding the Project X5N0 container on his shoulder. Getting to his feet, he waved. "Oh, hey Shocker" he said jovially. "Yeah, surprise surprise, I'm still alive. I get that a lot."

Shocker growled, charging his right gauntlet to the point it began to glow. "I don't have time for this Webhead. Now this time, STAY DEAD!"

He fired the blast, only this time it was so big that it tore up the entire hallway, ranging from bits and pieces of the ceiling to large chunks of the floor and walls.

And sadly, the hallway was far too narrow for him to dodge in any sort of capacity.

As it approached him, Spider-man muttered "Oh come on!"


Lieutenant Shining Armor looked at the officers who had just finished giving their report on the situation, as well as a report of the reed hostages. "Any sign of my sister" he asked, worry evident on his face.

"'Fraid not. We don't know-"

KARAKA-BA-FWOOOOOOOMMM!!!!

Everyone looked up to see a large hole suddenly blasted through the fifth floor, showering the street with masonry and bits of glass. Once the debris stopped falling, Shining said "Somebody get on the radio and get me a S.W.A.T. team, ASAP!"

CRASH!

Shining looked at his cruiser, seeing the broken glass and crumbled frame, and noticing the figure clad in red and blue tights on top of it. "Spider-man! What happened?"

Peeling himself off of the car, he grumbled "Shocker packs quite a wallop." He stretched and everyone heard a loud POP! from his back, making everyone wince.

"Shocker" Shining asked, confused.

"The guy who looks like he dressed up as a mattress and has gauntlets that shoot out shockwaves."

"Oh-kay. Look, while you were in there did you see a girl wearing glasses with purple eyes-"

"-indigo hair with a pink stripe and a mulberry stripe? Name of Twilight Sparkle?"

"That's my sister! Is she okay?"

He nodded. "She's perfectly fine. She's locked herself in the Security Room so she can try and get the defense system back online."

Sighing in relief, Shining said "Oh, thank God."

"Well, it's been nice talking to you Officer-"

"Actually, it's Lieutenant." He held his hand out. "Lieutenant Shining Armor."

Shaking his hand Spider-man finished "-but I've got a bad guy to catch and you've got thirteen bad guys to arrest. Presentation Center." He shot a web-line to the roof and added "Might need a ladder for the five on the ceiling."

As he shot off, he picked up a radio and said "I'll need some prisoner transports. And a tall ladder and a net."


Shocker grinned underneath his mask, having just came out on the roof. He placed the container on the ground and pulled out a small metal circle with a red button on the one side. He twisted it and then placed it on top of the canister, the magnet on the underside activating and sticking to it. "Perfect" he noted. "Now I just gotta wait for pick up."

"Oh, you mean the police van?"

He turned in the direction of the voice, and immediately got two red boots into his face. The force of the kick sent him flying across the roof, skidding to a stop at the edge. Seeing Spider-man standing there, he cursed and yelled "WHY WON'T YOU DIE?!"

"The same thing asked by EVERYONE who tries to kill me and fails."

Shocker clenched his fist while Spider-man got into a combat stance, but both stopped when they heard something.

Turning towards the sound, they both saw what looked like two large mechanical birds the size of motorcycles swoop down out of the sky. One grabbed the X5N0 crate and took off, while the other one shot out a cable from its underside that wrapped around Shocker's waist and attempted to follow suite.

Keyword being "attempted" as Spider-man had attached two web lines to the mechanical bird's wings and was doing his best to pull it back to the roof, silently thanking his adhesion powers for keeping his feet stuck to the roof.. "Sorry Shocker, but you and your robot bird aren't going anywhere!" He stopped and added "Wow, that's gotta be the weirdest thing I've said all day."

"Let go of me you stupid insect" Shocker yelled.

"Actually," Spider-man said, giving the web-lines a little slack "spiders are arachnids!"

And with a swift yank of the web-lines, he ripped the wings off of the robot, sending it and Shocker crashing down into the roof. The remains of the robot bird continued skidding on the roof and lay still. Growling angrily, Shocker got up and yelled "You bastard! That was my only ticket out of here!"

"Should've tried the subway. Lot cheaper and less robot birds involved."

Ripping off the cable, he yelled "That's it web-for-brains!" His gauntlets started glowing. "This time I'm gonna squash you flat!"

He fired off a blast, but this time Spider-man had two advantages.

One, he knew what to expect.

And two, he wasn't in a narrow hallway inside a building.

Nimbly dodging the blast, he fired a web shot right into Shocker's face, blinding him for the moment. He then lunged forward, slamming his fist into his face. Shocker swung at him with a left hook, but Spider-man dodged and struck out with two jabs into his chest which seemed to do nothing except make him lose feeling in his fingers. "Ow! Jeez, what's your suit made of?"

Ripping off the webs from his eyes, he angrily replied "Like I'd tell a dead man!"

He fired off two more blasts, but again Spider-man dodged, web zipping up to a radio tower. "Codex, any ideas how to stop this guy?"


In the security room, Twilight was looking over the footage on the roof. Looking at the gauntlets, an idea came to her. "Codex?"

"Love to talk right now but I'm trying to figure out-"

"I figured out how to beat Shocker."

There was a slight pause, and then he asked "How?"


"If you nail his gauntlets with an Electric Web shot, you'll overload the power source and fry them."

Dodging another blast, Spider-man asked "Twilight's sure this will work?"

"She says that his gauntlets don't have wires or conduits to any parts of his suit, which means they have their energy sources built into them. A strong enough electric jolt should overload them, which leaves him without his primary means of trying to kill you."

Shrugging while dodging another blast, he said "Can't hurt to try."

Switching to his Electric Webs, he dodged another blast and fired a shot that stuck to the front of Shocker's right gauntlet.

The effect was instantaneous.

Electricity crackled along the gauntlet, sparks flying from the fingers all the way to the ends, before finally it exploded with a loud BOOM! and knocked Shocker across the roof.

Huh. It worked. Better be sure to thank Twilight after this.

Getting to his feet, Shocker looked at the ruined gauntlet. Roaring in anger, he began charging up his remaining gauntlet. Raising it above his head, he yelled "DON'T COME ANY CLOSER! OR I'LL BRING THE WHOLE BUILDING DOWN!"

"Yeah, I don't think so" he said, firing off another Electric Web shot at his gauntlet. The gauntlet overloaded again, but this time it released a shockwave that knocked Spider-man to the ground and sent Shocker flying off the edge of the roof.

Before he fell out of sight though, Spider-man attached a web-line to him, feeling it go taut and hearing a THUD! followed by a loud "OW!"

Attaching the line to the roof, he walked to the edge of the roof and saw Shocker trying to get free of the web-line. "Yeah, we're five stories high" Spider-man stated. "Pretty sure a fall from here would break your legs." He fired off multiple web shots, binding Shocker's hands and feet together. He then reeled him in and said "Well, love to hang out Shocker but I got places to be. And YOU have an appointment with the police."


Shining Armor looked at the man called Shocker, now in handcuffs and without his mask. "Hey, Herman Schultz!" He clapped him on the shoulder and asked "Aren't you still on parole for those bank robberies a few years back?"

Herman glared at him and he replied "F-"

Thwip!

A web shot covered his mouth, courtesy of the red and blue superhero perched on top of the police van. He wagged his finger and said "Language, Herman. There are children present."

Shining chuckled and said "Take him away boys. Be sure his suit and gloves gets into Evidence."

As they strapped him in, Spider-man sighed.

"What's with the sigh?"

He explained what happened during the robbery. Once he finished, he said "I talked to Twilight to see if there was a tracer on the container. There was, but she says it got as far as the edge of Midtown before the signal disappeared."

"So we have a container filled with 100 alien energy sources that some mystery person hired Schultz and armed thugs to steal?"

"Afraid so. And we have NO idea where it is now. If I had time I would've planted my own tracer on the container-"

"Hey, you saved my officers, the employees here, and more importantly, my sister. That's a win in my book."

That lifted his spirits a little. "Thanks Lieutenant. I'll talk to a friend of mine, see if he might be able to help me find those cores. In the meantime, what can you tell me about Schultz?"

Shining sighed. "Officially, I'm not supposed to tell you this kinda stuff."

"I understand."

He smiled and said "But unofficially, Schultz is a high school dropout whose greatest achievement was an 85% in History. Not exactly a science wiz." Looking over at the officers putting the gauntlets in crates marked Evidence, he continued "There's no way he'd be able to make those gauntlets. And none of his known associates ever made it to college."

"So he either stole the gauntlets, bought the gauntlets, or had them custom built." Spider-man thought about it for a sec and asked "Don't suppose there was anyone who specialized in tech like this that recently got kicked out of Oscorp recently?"

"Hell if I know. Oscorp's not talking, and they've got more red tape than I've got battle scars. Plus they've got a legal team that could sue the pants off the U.S. President."

Spider-man whistled. "Well, that plan's out." Mentally though, he filed that away for later. He then handed Shining a piece of paper. "A little thank you note for your sister. She helped me take down Shocker. I'm going out on patrol."

"Stay safe out there, Spidey."

"No promises."

As he web-swung away, Shining's phone rang. Answering it, he said "Lieutenant Armor, NYPD." His eyes widened and he continued "Cadance! Oh, don't worry honey, I'm fine. Yes, Twilight's okay too." He paused for a moment while she talked and he answered "Yeah, he was here. No, he didn't save my life but he did save everyone here. I'll ask Twiley but you'll have to give me a few minutes." He smiled. "I'll try. Love you too, babe."

Hanging up, he typed out a text to a friend of his.

Another tech robbery, this time AT an Oscorp building. I think your "theory" might be right.

It was about a minute before the reply came through.

I've got some leads. The usual spot tomorrow at the usual time.

Got it. See you then.


"Schultz was arrested thanks to Spider-man" Mason explained. He then placed the X5N0 container on the table. "However, we got what we were after."

Two figures came into the light. One was a balding man in his fifties, with a long nose like a bird's beak and gray eyes. He wore a black jacket with green gloves and khakis. He said "Shame about that. If we had more parts I would've included machine guns on the drones."

The other kept their face hidden behind a silver mask with a purple visor. They wore a black cloak over silver armor with purple inlay. The armor was built in such a way that neither man could tell if they were male or female.

All they knew was that they called themselves Bishop and that they were willing to do some favors, and pay them handsomely, in return for their services.

Bishop looked at the container and said "What's done is done, Adrian." She then looked at Mason and commanded "Open it."

Mason nodded and opened the lid, the contents bathing their faces in a purple glow.

Adrian whistled at the sight of the contents; a large amount of glowing purple orbs small enough to fit in the palm of ones hand. "Look at that." He reached inside and picked one up. "So much power in such a little package." Placing it back in the container, he looked at Bishop. "I take it our agreement still stands."

Bishop nodded. "One fourth of the energy cores are yours to do as you see fit." As Mason began removing the right amount of energy cores, Bishop asked "Who was the one to poison the guards and disable security?"

"An old friend of mine from the old days in S.H.I.E.L.D. academy, a transfer student from Russia" Mason answered while carefully pulling out their share of the energy cores. "He ended up in an accident that messed up his face. He may stick out as himself, but give him a holo-mask and the intel of who he needs to be, and he's a regular chameleon."

Bishop then pulled out a USB stick from within their cloak. "Your next assignment."

Adrian took it carefully, and then asked "So, what're we supposed to do about Spider-man? He's messed up one job now. Give it a few more and he'll get to be a major thorn in all our sides."

Bishop was silent for a moment, and answered "If he interferes again, eliminate him from the equation."

As she left, Adrian picked up a core. "One of these should be enough to power my suit. What shall we do with the rest?"

Mason looked at the cores. "These cores powered alien technology ranging from plasma blasters to force fields to flight-tech." He smiled at Adrian. "How much money do you think someone would pay to have tech like that in their hands? One million? TWO million?"

Adrian smiled, imagining all of that money. "Make it so, my friend. In the meantime..." He held up the USB stick. "I'll see what our mystery employer wants us to steal and/or destroy."


"I'll see what I can dig up. See you tomorrow at lunch?"

It was a few hours after the fight with Shocker and Flash was now at home, having showered and changed into his nightclothes. Thorax had called and told him that so far he'd found nothing about the drone that stole the energy cores, outside of a few comments on Twitter about "a weird metal bird flying through the air" which honestly was nothing new in New York City.

Flash Sentry smiled. "Yeah. See you then, dude."

As he hit the End Call button, he dialed another number and waited for a few seconds before someone picked up. A gruff voice asked "What do you want, kid?"

Groaning since Harold "Happy" Hogan was the last person he wanted to talk to, Flash replied "First off Happy, my name is Flash Sentry. And I'm fifteen years old. Second, I need to talk to Tony about something important. He around?"

"Mr. Stark's up at the new building Upstate."

He cursed mentally. Tony was moving the Avengers to a location in Upstate New York, wanting somewhere a bit more "out of the way" and "remote" so their enemies wouldn't find them so easily.

Personally, Flash figured the city council was forcing them to move since that building had been the sight of an alien invasion and God knows how many superhuman throwdowns.

Or as a typical New Yorker would call it, Tuesday.

Sadly because of how remote the new location was, cell service was spotty at best. "Look, just tell Tony I need to talk to him when he gets a chance. It's important."

"Sure thing kid" Happy replied before hanging up without even saying good-bye.

Flash knew he wasn't going to so much as mention him to Tony. "What a dick."

After finishing up his five pages of Algebra homework ("He must've dumped Ms. Harshwinny HARD.") a bit of Chemistry homework ("My web-fluid formula is more complex than this.") a small assignment for American Lit. ("Why is this book a classic again?") within an hour, he checked the time and found it was only a quarter past seven. "Huh. Aunt May should be home by now" he noted. Pulling out his phone, he saw he didn't have any texts or voicemail, so he dialed her number.

And a familiar voice that WASN'T his Aunt replied "Hello? Who is this?"

Sometimes Flash really hated the Sentry luck.

Because shock of all shocks, it was Twilight Sparkle who picked up the phone.

"Uh, hi" he answered awkwardly. "Who is this? And why do you have my Aunt May's phone?"

"Your Aunt? Oh, you mean Miss Sentry."

"Yeah, my Aunt Mayflower Sentry. And you are" he asked. Not that he didn't know who she was, but Twilight technically hadn't met him yet. She'd met Spider-man, and she didn't know they were the same person.

And as per the rules of Superheroes and Secret Identities, she'd be safer NOT knowing that little fact.

"My name is Twilight Sparkle. And I have her phone because she's in the bathroom."

"Okay, that makes sense. But, why is she at your house?"

There was a slight pause before a new voice asked "Flash? Is that you?"

He smiled and said "Yeah, it's me Aunt May. Just wondering where you were."

"Well, I made a new friend today and she invited me to her house for dinner. Which I accepted."

"I figured as much."

It was at that time that Flash's stomach let out a loud growl akin to that of a tiger. Oops. Guess I must've worked up more of an appetite fighting Shocker than I thought.

There was a slight giggle from his aunt, followed by her asking "Was that your stomach?"

"Yeah. I haven't had dinner yet."

"Well, I'd say there's enough spaghetti here for everyone, even with your tremendous appetite."

Flash thought about it for a second, then smiled and asked "I don't have to dress fancy, do I?"

"Just try and do something about your hair."

"Ha ha. Text me the address and I'll see you soon."

"Okay. Love you."

"Love you too, Aunt May."

Hanging up, he pocketed his phone and grabbed his Spider-man costume. I am so glad I made the web shooters. Web-swinging beats the subway any day.

And after making sure the doors were all locked, he stepped out the window and swung out into the night.

Author's Note:

Hey guys. So, in the comments of the first chapter, a few questions were asked that I feel should be addressed so that everyone can see them and hopefully NOT ask these questions in future chapters.

Question 1. Will the characters from Equestria Girls have normal skin tones or their usual pastel colors?

Answer: That's up for you to decide. I don't normally describe skin tones unless they're relevant and/or important to the theme of, or the story itself. So if you want characters like Rainbow Dash to have her normal sky-blue skin, or be a member of any ethnic group you want (I don't judge.) then by all means do that in your own fic.
That being said, since Zecora in the show is from Zebrica (which I guess is the Equestrian equivalent of Africa.) in THIS fic she would be African-American. Or possibly Wakandan. :raritywink:
But as it is, I don't think anyone in the Marvel Universe is going to comment on a group of pastel colored teens when you have guys like Nightcrawler, Beast, Mystique, Gamora, Nebula, and Thanos, to name a few.
However, I want to make this crystal clear. THEIR HAIR COLORS WILL NOT BE CHANGED! I can't imagine Rainbow Dash, Twilight Sparkle, or any of the others without their iconic hair colors.

Question 2: Am I going to ponify the names of/any of the Marvel Universe characters? Am I going to swap out any of the Marvel Universe Characters with MLP Characters?

Answer: Yes and No.
In future books I may or may not be changing some of the characters around, for reasons I will explain when I get there. And in Book 2 I plan to introduce an OC for this universe's version of Mile Morales. (Spoilers!) But as for Book One, not really.
Flash Sentry becoming Spider-man instead of Peter Parker and slightly altering Aunt May's name to Aunt Mayflower are the only major changes at this time. (And even then she still prefers to be called Aunt May.)
But other than that major characters like Daredevil, the Avengers, and a majority of the villains will retain their original names and backstories.
As for characters in the Equestria Girls Universe?
:raritywink: Stay Tuned.

Question 3: If this takes place in the Avengers movies, AKA the Marvel Cinematic Universe, when does it take place in conjunction to them?

Answer: Since I apparently didn't make this clear in the description for this story, I bolded it and then edited chapter 1 to include where the story takes place.
That being said, let me clarify.
This takes place 2 weeks after Captain America: Civil War and before Friendship Games. Flash Sentry gained his powers after the Battle of the Bands in Rainbow Rocks and has been Spider-man for four months.
And just to get this out of the way, here's the timeline I have for this fic:
Equestria Girls takes place in late September, around the 21st, which is the first day of Fall. The best time to have the Fall Formal.
Rainbow Rocks takes place in mid-October.
As such, Flash gets the spider-bite in mid-November, roughly a month later.
Four months later would put this story starting in March, with me even saying in the beginning of chapter 1 that it was the first day of Spring.
All caught up now?

Question 4: Anything concerning Avengers: Infinity War.

It will not end with Flash-Sentry/Spider-man fading away into dust. I will not spoil what I have planned for anyone, but rest assured that is not happening.
It also will not be happening until either the end of Book 2 or the beginning of Book 3. Or I may have it take place after Book 2 and just make it its own Book/Movie. I don't know yet. Ask as much as you want but except for a few close friends of mine, you're not getting anything.

And only one person asked this question, but I'll answer them anyway.

Question 5: Why am I using Thorax as the "Man-In-The-Chair"instead of Micro Chips?

Answer: At the time I started planning this out, I wasn't even aware Micro Chips existed. So I looked him up.
He seems like an okay character, but I couldn't exactly see him as someone who would illegally hack into secure systems to help out a friend.
Also we have yet to see Thorax in EQG outside of fanfics and I really think I can do a lot with him in this fic. Especially concerning the potential for a human version of Queen Chrysalis. Hint Hint.

And yes, I know that I have to explain how Flash Sentry in this universe is a science prodigy and what happened with his band. I will get to that in several flashback chapters, but rest assured it will be covered. Please be patient.

That being said, I already got an MLP character lined up to stand-in for this guy.
https://www.youtube.com/watch?v=i8I43bF840s

Okay, now that that's out of the way, enjoy the show.