Equestria Girls/Spider-man Book 1: Amazing

by Equestrian Defender


Chapter 7: The Villainous Vulture Part 2: Freight Train Throwdown

Spider-Man had followed "Jack" for roughly thirty minutes. Aside from a stop at a cafe for a coffee he hadn't really done anything interesting.

But then he started darting around back alleys, eventually walking into an old rundown building that apparently used to be a garage, if the worn out sign that read "Oscar's Auto Repair" was any indication. And honestly, saying the building was "rundown" was an understatement. Most of the windows had been broken years ago and been replaced with hastily put up wooden boards, parts of the roof were missing, and judging by the large amounts of garbage lying around the place would more than likely be a squatting place for homeless people. It was honestly a place very few people would willingly want to go in to.

All in all, a perfect place to set up an evil lair. Or at the very least, a meeting place for evil people. "Guys?"

"According to this, the place has been abandoned for decades since the original owner died," Thorax replied over the comm. "Nobody owns it, but according to the blueprints there's a large basement underneath. And assuming this Mason guy is as good with machines as his records say, he's probably found a way to power their equipment and such without attracting the power companies."

After scanning and making sure there weren't any nasty surprises (Motion Sensors, Trip Mines, Automated Turret Guns, Security Guns, the usual) he zipped onto the roof and crept towards the hole, being careful to avoid any of the very weak spots on the roof that looked like they'd crumble from the slightest touch.

By the time he got to it, he saw Jack nervously pacing back and forth muttering to himself. A few seconds later a part of the wall slid away to reveal an elevator, which Jack walked into before it closed. "I'm not sure whether to say these guys are copying us or beat us to it," he muttered.

"Considering how many movies have done the hidden elevator in the walls trick, I don't think it matters," Twilight replied.

"Good point. Thorax?"

"There's a camera hidden by the door so they'll see you the moment you drop down. But according to the scanners in your lenses, there's an air vent that leads right down into the basement on the outside wall. And thankfully, it's got no sensors or detectors. Gotta warn you though, it's a bit of a tight squeeze."

"What else is new," he said as he pulled the vent cover off and slid in.

A few minutes or crawling later he could hear voices through the grates on the sides of the vent, one of which was clearly Jack.

And he was clearly panicking.

Thankful that the Advanced Recon Mode came with X-Ray, Spider-Man activated it and listened in.


"Look, Spider-Man just took us down like we were nothing and the toys your boss gave us didn't do shit!"

Mason sighed. "I figured as much. The only good thing to come out of this is that you managed to get the safe open and the boss was still able to retrieve the device."

"Good for you. In the meantime, four of my cohorts are webbed up and more than likely going to prison, and MY boss is going to have some serious words for yours!"

"Well when we're finished we'll be long gone.."

"What do you mean by that?"

"That job we hired you and your guys to pull was the last one. My boss is currently going into the final phase of the plan."

"What plan?"

"That is none of your concern." Reaching into his coat pocket he pulled out a hefty manila envelope. "The rest of the payment. Plus a little compensation for the guys you lost. Tell Mister Lincoln that we're truly sorry for what happened to his guys."

Gingerly taking the envelope, Jack replied "Let's hope it's enough. If it ain't... well, he didn't get that nickname by being a nice guy."

As Jack walked off Mason turned around and walked back down where he came out of.

Completely unaware of an itsy-bitsy spider that was following him...


"So I guess you'll go after Jack later," Thorax asked.

"He's still tagged. I'll consider him a loose end until I get Mason and Vulture," Spider-Man replied.

Looking at the computer, Thorax said "Well I got something for you. My program just pulled up what the Research Center had on Project Icarus."

"Well let's hear it."

Looking to Twilight, Thorax said "Hey, you're the scientist."

Rolling her eyes Twilight explained "Project Icarus is a military project, designed to take jetpacks like the Exo-7 Falcon and making them bigger, stronger, and a lot more durable. This way they'd be able to get specialized combat soldiers into areas under heavy fire and provide support. The wings themselves are coated in nano-ceramic fibers that can block bullets and cut through weaker metals, and the hydraulic talons coupled with the very powerful antigravity units in the wings could allow this pilot to pick up vehicles ranging from cars to decent sized trucks. Actually pretty handy for rescue and target extraction."

"That explains why Vulture's wings looks like Falcon's on steroids."

"It's more than that. According to this there were plans to build versions of these that could actually break Earth's gravitational pull and go to nearby space stations and satellites, with onboard life support and a long lasting power source. If they managed to build these and land a contract with the military, Oscorp would be set to make millions and the scientists working on this would be remembered for decades to come. Maybe centuries."

"So what happened?"

"Last year the head scientist on this project was discovered sending emails to suspicious individuals. The exact contents of the emails are blacked out, but from what Thorax gathered the scientist promised blueprints and parts for these suits in exchange for large amounts of money. Norman Osborn himself fired the scientist."

There was silence for a moment, before Spider-Man asked "I take it Osborn confiscated the research?"

"Yeah. A clause in the contract stated that any research, blueprints, and prototypes are property of the company. Should the scientist's employment be terminated they would have no rights to any of it." Twilight then turned to Thorax and their eyes widened. "'Take back what was theirs.' You don't think...?"

"I'd say it's highly likely that our birdman is that scientist," Spider-Man replied. "Who's the scientist?"

Thorax pulled up a full body picture, sending it to Spider-Man. "His name is Adrien Toomes. Take a look at the picture."

"Tall and lanky. Thin fingers. Beaky nose. Balding head and gray eyes. Just like Jack described him."

"Flash, all of those letters said that Osborn was going to pay in some capacity. That he'd lose everything he ever worked for," Thorax said. "And Mason just said they're moving onto the final phase of their plan."

"I know, Thorax. But Oscorp's got multiple buildings and complexes all over Manhattan. There's too many places and not enough time for me to swing to each of them. I'm gonna put the webs on Mason and see if I can get him to talk. Thorax, check the security cameras at every building that's got anything to do with Oscorp. The moment you do, let me know."

"Got it. What about Osborn himself?"

"Good point. Where is he?"

A few keystrokes later, Thorax said "His penthouse. And judging by the amount of Oscorp Security Personnel in the building, I'd say these last few tech thefts got him spooked."

"He's not gonna go there," Twilight said. "Mason said that they were planning on leaving after they completed the plan. If he were to try and take out Norman Osborn, the police would lock down the city. Helicopters, barricades, the whole nine yards. An assassination attempt would draw way too much attention if he plans on going into hiding."

"Okay, that's out. Anywhere in particular you think he'd go? Anywhere that destroying or messing up would really hurt Osborn?"

"Too many to list. But if Mason can give us a clue we'll be able to narrow the search."

"Give me five minutes. "


Mason didn't know what was happening. One moment he was about to prep the C4 charges to blow the building to smithereens so they could cover their tracks (hopefully the cops would think it was just a gas main explosion or something.) The next he was hanging upside down from the vent by his feet, a line of white webbing attached to his leg.

Wait, webbing?

And then the familiar red and blue superhero dropped down, hanging on his own web line. "Phineas Mason, I presume?"

Mason sighed. "The Amazing Spider-Man. Why am I not surprised?"

"What can I say? I hate to disappoint."

"Let me guess; you slipped a tracker on the guy who came in here."

"Wow. You really are as smart as your file says you are."

Readjusting his glasses he replied "I try. So I take it there's no deal we can make?"

"I don't negotiate with terrorists. Or with those who do. But I am willing to be gentle when I drag your sorry ass to the police, IF you tell me where Adrien Toomes is and what he's planning. And before you try to lie to me, this suit has sensors and scanners that can tell when someone's lying. So don't waste my time, unless you want to go skydiving off the Empire State Building."

Mason sighed. "Adrien took the last of the energy cores and strapped them to a large Chitauri bomb one of their flying centipede things was carrying during the invasion. He's planning on using it to blow Oscorp HQ sky high."

Spider-Man's eyes widened (not that Mason saw this through the lenses.) "He's gonna kill everyone inside just to get back at Osborn."

"And destroy the millions, probably billions, of dollars that Osborn put into building that thing."

"I could care less about that. Or do you not care about the hundreds if not thousands of people that are going to be murdered by your birdsuit wearing buddy!?"

Mason let out a small chuckle at that. "Kid, I was in S.H.I.E.L.D. building weapons. I've seen them used firsthand. Innocent people like that are considered either acceptable loses, or collateral damage."

"You're making it really hard for me not to punch you, you know that right? Now how is he going to get it past security?"

"Oscorp HQ has a high-speed train that takes hazardous materials to the disposal site over in Greenwich. It's right underneath the tower, close to the structural supports. Disable the brakes, and when it rams into the stop at its top speed the bomb detonates with the energy cores adding some extra punch. And the train just so happened to make a run to the disposal station tonight."

"If that bomb goes off-"

"-the structural supports get damaged and the whole building goes crumbling down." Mason looked at his watch. "If my calculations are correct, I'd say the train'll get there and detonate by about eight o'clock tonight."

Seeing it was already seven-fifteen, Spider-Man webbed up Mason. "I'll deal with Adrien by then. And stop the train. But first, you have an appointment with the police."

"Oh joy."


Shining Armor knew that when he was told he had a package outside the precinct, it probably had something to do with Spider-Man. It wasn't the first time he did that, and probably wouldn't be the last.

So he wasn't that surprised when he saw a man webbed up and laid against the flagpole in front of the precinct, with a small note that said "Courtesy, you're friendly neighborhood Spider-Man."

He was surprised when he saw the burner phone he was holding. "So, who are you," he asked.

"Phineas Mason. I'm the one who's been building the weapons with technology we stole from Oscorp and the Avengers."

"You're the Tinkerer," Shining asked in disbelief.

"I never liked that nickname. But yes."

Taking the burner phone, Shining saw there were only one contact, which he dialed."I take it you got the package,"the familiar voice of Spider-Man asked.

"Yeah. Bit of a surprise getting a fifty year old man to arrest though."

"Sorry. I would've handed him to you myself but I'm on a time crunch. We have a problem."

His eyes narrowed. "This wouldn't have anything to do with the reports of you fighting a metal bird man, would it?"

"Afraid so. And the guy I turned in is part of that."

"You and the Avengers make me miss the old days when the worst we had to deal with were street gangs and bank robberies." Sighing, he said "Tell me everything."

A few minutes later Shining was in his squad car driving towards Oscorp HQ, barking orders over the radio. "I want choppers in the sky and guns ready. If you see anything that looks like a flying metal man and it's not Tony Stark, blow it out of the sky. Get on the phone and get Oscorp HQ evacuated. Dispatch S.W.A.T. teams to Oscorp's Disposal Site in Greenwich and Oscorp HQ. I want those buildings covered so good that a pigeon can't get through. " Hearing the affirmatives over the radio he grabbed the burner phone again. "We're mobilizing but I don't know if we'll get there in time."

"Well, I got good news and bad news. Bad news is Vulture already got the train moving with the bomb. It's on its way towards Oscorp HQ."

Shining cursed under his breath. "What's the good news?"

"I managed to get on the train before it hit the tunnel." There was the sound of shearing metal and he added "Unfortunately, he kinda noticed."

"I've got choppers inbound, just hold him off and see if you can stop that train."

"Yes sir!"

Hanging up Shining sighed before grabbing the radio to tell the guys on their way to Greenwich the change of plans. "This is going to be a long night."


Spider-Man dove to the side of the fast moving train, narrowly missing Vulture's wings as they sliced through the roof of the train care he was on. "Adrien! You have to stop this!"

Turning around and launching several feather blades, Adrien yelled "Not until Osborn pays!"

As he dodged the blades, he yelled back "There's innocent people in that building!"

"And their blood will be on his hands!"

"Dude, I think we're WAAAAY past the bargaining stage," Thorax said through his earpiece.

Dodging another swipe Flash said "I noticed! Any luck stopping this thing?"

"Afraid not. The electronic controls are all fried, and even if I cut off the power there's no way the train will slow down enough in time for the stop."

"And I just ran the numbers," Twilight added. "At it's current speed you'll reach Oscorp HQ in roughly ten minutes, possibly less if it gains anymore speed. And Mason wasn't kidding; that bomb goes off and the building and everyone inside comes crumbling down."

Front flipping over Vulture he asked "Don't suppose you got any good news?"

"Yes and no. Shining managed to start getting the building evacuated. But considering the size of the building and the amount of people in it, it's going to be at least twenty minutes before they get everyone out and to a safe distance."

Vulture made another swipe at him, forcing him to dodge and latch onto the side of the train. "Look on the blueprints for a manual brake or something. And any chance those choppers your brother sent are going to be here soon?"

He heard a few keystrokes before she replied "Third car from the front. And the choppers are on their way but I doubt their guns can really do all that much to his suit."

"Lets hope at the least they can slow him down. Speaking of which, cut the power to the train Thorax. Even if it won't stop it in time it'll hopefully give me a few seconds."

"Consider it done."

Jumping back onto the roof he narrowly missed one of Vulture's blades. "You know, if you hadn't tried to sell your research to other people under Osborn's nose, you might not have gotten fired! Just saying!"

"Osborn was never going to give me what I was owed! Men like him don't care about guys like me, guys who work our asses off to try and make history!" He shot another feather blade, which Spider-Man dodged. "Who have to crawl our ways out of whatever hellhole we were born in, to try and make something of our lives!" He dove and tried to claw Spider-Man with the suit's talons, but the superhero ducked out of the way as his claws tore open a hole in the train. "Project Icarus was my life's work! And Osborn took it from me without batting an eyelash! Now he'll know what it's like to lose everything!"

Just as he was about to fire another feather blade, several shots rang out followed by the sound of metal striking metal. Vulture was pushed back, and the cause became clear as two police helicopters were seen hovering above them. Vulture growled, his flight harness and suit not damaged save for some scuffing on the paint job. He turned around to try and finish off the wallcrawler...

...only to see Spider-Man slip into the hole his talons had made, just as the train and the whole entered a tunnel that was too low for him to fly in. Feeling more bullets impact his armor, he cursed before moving out of their line of sight.

Inside the train, Spider-Man was cursing as he found the manual brake had been destroyed. "Birdbrain must've figured I'd stick my nose in it."

"Can you disable the bomb," Twilight asked.

"Already scanned it. Mason rigged that thing with so many booby traps that if I so much as cut a wire the whole thing'll blow here and now. Which I would be willing to do, but-"

"But?"

"This bomb is bigger and packs a lot more punch that what we were expecting. Oscorp's train heads into an enclosed concrete sub-level, which would block out the most of the explosion and focus it more on the supports. If we blow it here and now... I'd this thing has enough power to wipe out a city block and then some."

"So what do we do now?"

"Dude, you've managed to stop speeding trucks before. Can't you do the same thing with this," Thorax asked.

"I don't know if it'll work. This is a full on train with at least ten cars and a whole lot more weight than a semi." Realization dawned on him and he added "But the bomb's right on the front car. If I can cut off the rest of the train cars-"

"QUIT EXPLAINING IT TO US AND JUST DO IT," Twilight yelled.

"Yes ma'am!"

He immediately web-zipped up to the front car, grabbing the disconnect switch and pulling it. When nothing happened he smashed his foot down on the couple until it broke free. Seeing the cars fall back he said "Okay, that was the easy part."

Climbing on top of the car while keeping himself low enough not to touch the ceiling, he moved onto the front of the car, making sure he was firmly adhered to it. Mentally preparing himself for what he was about to do, he said "Well, here goes nothing."

And with that he shot out countless Web Lines at the walls of the tunnel, keeping a firm grasp on them as he kept firing more.

The moment the lines went taut he felt his arms yanked back and his back pressed into the tram, no doubt leaving a nice dent shaped like his back. The train kept moving, but Flash could feel that they were slowing down.

As it stood it was all he COULD feel at the moment, as his arms currently felt like they were on fire from his efforts. He barely registered Twilight talking in his ear. "It's working. The train's slowing down!"

"Good," he grunted through clenched teeth, doing his best to ignored the burning in his arms and chest from what he was doing. "Just...let me know when I can let go."

It felt like hours when in reality it was less then a minute, but the train finally slowed before coming to a complete stop right at the exit of the tunnel. "Okay, it's stopped," Thorax said. Seeing Flash still holding he added "Dude, you can let go now."

"Thank you," Spider-Man tiredly replied, letting go of the Web Lines and promptly flopping down on the train tracks, utterly exhausted.

"I wouldn't rest just yet. Vulture's headed your way. And seeing how you just stopped his evil revenge scheme, I don't think it's to talk things out."

Getting to his feet with most of his energy restored, he replied "Guess it's time to clip his wings."

"I just finished analyzing his flight harness from the scans your suit ran," Twilight said. "If you web up his wings it should keep him still long enough for you to pull out the energy core. But don't use your Electric Webs otherwise you might overload it and it'll explode."

Seeing Vulture flying towards him, Spider-Man said "Can do. Wish me luck!"

As Vulture charged at him with a furious yell, Spider-Man flipped over him before swinging away, yelling "Catch me if you can, birdbrain!"

None the wiser, Vulture followed him and yelled "Get back here!"

Leading him away from the train, Spider-Man occasionally looked behind him to make sure Vulture was still following him. "What's the matter, Vulture? Can't keep up?"

"You may have ruined my chance for revenge, wallcrawler. But there's plenty of other ways to make Osborn pay!"

Dodging one of his feather blades, Spider-Man fire two Impact Webs at both of Vulture's wings. Almost immediately Vulture noticed his wings unable to move and the sudden loss of steering, but he didn't seem to care. "You stupid fool. I modified these wings to deal with your webs. In mere seconds, they'll-"

Before he could finish he saw and felt Spider-Man web swing, flip, and land on his flight harness.

And it was that moment Adrien realized, he fucked up.

Spider-Man immediately ripped off the covering of the flight harness to expose several wires and, unsurprisingly, one Chitauri energy core. Grabbing a hold of it he said "Next stop, ground floor!" and ripped it out.

Almost immediately they began to sink like a stone; the Vulture's much heavier wings and armor forcing him down faster while Spider-Man stuck to his flight harness. "You idiot! We're going to die!"

"Not today, my metal-feathered friend," Spider-Man said before back-flipping off of the harness. As the ground rushed to meet them, he attached several thick web lines to Vulture's flight harness and to the nearby buildings.

The result was Vulture being suspended by his wings a few feet above the street with Spider-Man landing on the harness, the web lines surprisingly holding their combined weight. "And the judges show 10 across the board," Twilight commented.

"Meh, I give it a 9.5," Thorax stated, no doubt smirking.

Ignoring them Spider-Man looked down at Vulture struggling to disconnect himself from his wings. "Need a hand?"

Vulture looked at him, no doubt glaring, but sighed in resignation. "Sure, why not? No doubt you've given my name and face to the police, so either way I'm going to prison."

"Very true. First though, I gotta ask. A lot of the tech you guys were stealing from Oscorp has nothing to do with Project Icarus, and it didn't show up in the weapons you guys were selling. So, why were you stealing it?"

He seemed to hesitate, before he replied "We were hired to steal that stuff, in exchange for a a quarter of the total energy cores and a lot of cash."

"Wait, you mean you don't have all of the energy cores stashed somewhere?"

"I'm afraid not. I'm not sure what they're planning to do with them, but if someone's willing to pay a quarter of a million dollars for me to steal something I'm not going to ask questions."

"Yes, because a villain with morals and standards would just be ridiculous. Who are they?"

"I don't know, they didn't show their face. They kept their face and body hidden by some armor and a cloak. Couldn't tell you if they were a man or a woman. All I really know is they call themselves Bishop and that they're either loaded or they're being backed by someone who is loaded."

Just what I needed. Another mystery. "Where's the tech you stole for her?"

"Long gone. I steal, I call her, she comes and takes it, and that's the end of it. That's all I know, so if you wouldn't mind?"

Spider-Man sighed before grabbing the release and webbing Vulture's hands together and holding the web line. "Time to put this bird in his cage."

"Ha ha. Real original."


Shining Armor moved the now handcuffed Adrien Toomes to the police van. "So, attempted mass murder, wholesale destruction, breaking and entering, and multiple tech thefts? Anything I'm missing?"

"No."

"Good." Pushing him into the van he told the two officers inside "Read him his rights."

As the van pulled out he turned to see Spider-Man perched on a lamp post. "Good job tonight. No one got hurt, and Damage Control should be done disabling and packing that bomb up within the hour. Also, sent some guys to the address you gave us, found everything we need to put the both of them behind bars."

Letting himself hang upside down he replied "That's always good to hear. But I don't think it's over just yet."

"I don't like the sound of that."

Retelling what Vulture told to the Lieutenant, he finished "Not sure what the endgame is, but Vulture said that one of the payments was at least a quarter million. In cash."

His eyes widened at that. "Sheesh, never knew tech theft could be so lucrative."

"You'd be amazed." Seeing the time on his mask lens he said "Well, love to stick around and chat but I've got places to be."

As he swung off the burner phone Shining had in his pocket buzzed.

It was a text message that read:

You ever need help just give me a call. And tell your IT department this phone is encrypted and any trace will be sent to one of several dummy servers around the world. You'll never find me.
-Your friendly neighborhood Spider-Man

Shining chuckled before pocketing the phone. Better not let Hard Case find out I have this. Otherwise my career goes flush.


Inside a room hidden from the rest of the world, Bishop growled at the computer screen as it displayed the news footage of Toomes and Mason getting arrested. They then sighed and said "No matter. I got all of the components I need." Looking at the blueprints in front of them they added "Soon enough, the plan will be complete." Looking at the silver disc shaped component in their hand they said "This prototype tachyon device was the final piece. Now I just need to wait until-"

At that moment a buzzing came from a phone on the desk, displaying the caller as Dean Cadence. The figure groaned "She has the worst timing."

Pressing a finger to their neck, the mask and helmet broke apart into metal plates and receded into the neck of the armor, revealing a woman in her mid thirties. Her hair was varying shades of purple and her eyes were a light lavender. Her face was turned into a scowl as she pushed a button on the telephone. "Abacus Cinch. What do you want Cadence?"

"Principal Celestia wants to reschedule the meeting to discuss the upcoming Friendship Games to next Wednesday. Is that alright?"

"Yes, that works. But couldn't you have waited to tell me this tomorrow morning?"

"Oh, about that. I have a doctor's appointment, so I won't be in tomorrow. Sorry to drop this on you it's just-"

Rolling her eyes, and secretly enjoying the fact that she won't have to deal with Cadence constantly pestering her, she replied "It's alright. Just be sure you have your doctor's note for the day after."

"Can do. Good night."

"Good bye." Hanging up the phone she said "I look forward to the day when I won't have to deal with her anymore." Picking up the tachyon device she smiled. "Which hopefully won't be too much longer." She snickered. "The Friendship Games may be a farce, but they've served me well. And now they'll serve me one last time.

'As will Miss Sparkle's research."


"So first a guy with shockwave gauntlets, now a metal bird man," Thorax said. "And we find out that someone named Bishop has the remaining 75 energy cores and some of the stolen Oscorp tech. What's next? Alien slime monsters?"

"Don't jinx us," Flash said as he pulled on his jacket, having discarded his suit. "Please?" Seeing Twilight hovering over a computer he asked "What you working on?"

Moving aside to show them she said "It showed up again."

"What did?"

"Back in September and October, I picked up these weird energy signatures coming from around Canterlot High School."

Both Flash and Thorax shared a look. "By September and October, you wouldn't mean September 21st and October 17th, would you," Thorax asked.

Twilight's eyes lit up. "That's exactly when! Where you there? What happened?"

Flash sighed. Sunset is gonna kill me for this. "It's a long story, Twi. And it's probably going to sound kinda ridiculous."

"We live in a world that's been invaded by aliens and our superheroes include a billionaire in a suit of power armor, the Norse God of Thunder, and a brilliant scientist who turns into the Jolly Green Giant when he's angry. How much more ridiculous could it get?"

"You have no idea," they replied in unison.