Twilight Sparkle: The Amazing Spider-Girl

by Equestrian Defender


1: The Day Everything Changed

Arc I: Origins

The City of Manehattan.

A large sprawling metropolis on the eastern coast of the United States, roughly one hundred miles south of Canterlot City. [1]While it wasn't as big as said city, it did come with tall buildings, busy streets, and over seven million people that made up its population (not counting the many tourists who came to see the sights.) It was home to large parks, multiple farms and orchards on the outskirts, factories and power plants, sports stadiums and monuments dedicated to their history. Everything you could've imagined in a city was there.

Sadly that also included the less than savory aspects that preferred to stay hidden in the city's shadows. Aspects such as organized crime run by powerful and influential men, street gangs, drug dealers, human traffickers, the usual muggers and petty crooks, the list goes on. And while the officers of the Manehattan City Police Department did their best to combat this, their efforts never seemed to amount to much.

Especially when many of those officers were actually getting paid to look the other way by one crime lord or another, and the honest and pure ones rarely lasted long in this city.

But our story doesn't start there.

Rather, our story starts in a modest apartment in Midtown, home to the Sparkle family.

Where our main character is just waking up to take the first steps of an epic adventure.


Twilight Sparkle hated mornings. She always had since she was a little girl.

Part of the reason was that whenever she got a major case of the inventing bug, she'd spend hours at night working on whatever gadget or gizmo she was thinking about.

And more often than not, would loose all track of time and either fall asleep at her worktable or crawl into her bed at around 1 o'clock in the morning.

Fortunately last night she was able to make it to her bed and not wake up with some very bad neck and back pain (though she forgot to take off her glasses.)

Unfortunately she had forgotten to close her blinds, which let the June sunshine shine right down on her face.

She groaned before blearily opening her purple eyes. "Darn it, sun. Why can't you let me sleep in?"

If she was expecting a response from the star, she didn't get one. Curious as to what time it was, she grabbed her phone off her nightstand and checked. "8:45 AM. Saturday, June 10th," she muttered. "Great. My first day of Summer." She sighed and sarcastically muttered "Whoopie."

Honestly, Twilight wasn't one of those kids/teenagers who enjoyed summer vacation. While some would think that school was boring, repetitive, and the only things you had to look forward to were either lunch, Gym Class, or the sports clubs.

Twilight on the other hand? She was always a fan of learning new things, and to be honest she was never really into sports. Or Gym class. Really, she was never the most physically inclined, preferring to use her brain over her muscle (not that she had much of that, seeing as how her arms were little more than toothpicks.) The only thing to her that summer had that the school year didn't have was more time for Twilight to work on her inventions or her science experiments.

As she laid her phone down on her nightstand she then noticed the plastic card with a logo on it: DisCorp.

And right next to it, leaning against her bedside lamp was a note that read Don't forget about your tour today, Twilight! -Cadance

Realizing what she meant, Twilight immediately got out of bed and stretched, noticing that while she had ditched her lab coat, she was still in the clothes she wore yesterday. "Okay, first order of business: Shower and a change of clothes."


About thirty minutes later she walked into the kitchen of the apartment, having showered and gotten a change of clothes. She was wearing her usual blue blouse with purple stripes and the purple ribbon bow, a purple skirt decorated with stars, and blue sneakers. Her indigo hair bearing a pink and mulberry stripe was tied back in a ponytail, like she usually did when she wasn't in school.

Smelling the freshly brewed coffee, she poured herself a cup and mixed in far more creamer than should have been legal. As she took a sip, she heard someone say "You know, with the blasphemous amounts of cream and sugar you put in your coffee, it technically stops being coffee and becomes milk."

She rolled her eyes and turned to see Cadence sitting at the kitchen table, a full cup of coffee in her hand. And judging by how messed up her hair was and the bags under her eyes, she clearly needed it. "Flurry Heart?[2]

Flurry Heart was the daughter of Shining Armor and Cadance (her elder brother and her sister-in-law, respectively) and thus her niece. She was only a year old, and was a little bundle of energy that seemed to only need about five minutes of sleep a day.

Which usually led to Cadance or Shining Armor loosing sleep. Not that they would complain about it, since they loved their daughter to death.

Cadance chuckled taking one last sip and then handing the cup to Twilight. "She had a nightmare. And considering I couldn't get her to go back to sleep until about three in the morning, I'm gonna need a little more coffee."

"Ouch."

"Nah, it's fine. Honestly I'm gonna try and cherish these moments. Cause once she starts getting into her teenage years..." She shuddered. "Fortunately I have thirteen years before that happens."

Refilling the cup and handing it back to her sister-in-law, Twilight said "Thanks for reminding me about the tour today."

She smiled. "No problem. I doubt you'd want to miss a big chance like this. Especially since you really earned it when you won at the Science Fair."

Twilight rolled her eyes. "I just built a handheld scanner that can find the smallest traces of forensics evidence, energy traces, possible air toxins, et cetera. It wasn't anything big."

Cadance giggled. "You need to stop selling yourself short. Shining said that if you ever patented that device, every law enforcement agency would probably order them for their CSI units. Your 'not anything big' inventions could potentially make you a millionaire."

"Well, I'd personally be happy with just making enough money to get me through college, pay for a decent apartment, and also cover my groceries."

Cadance blinked, before smiling and said "Well, clearly Shiny and I did something right when raising you. We'll never have to worry about you ever becoming greedy."

Twilight smiled. "Money isn't everything." Checking her phone she asked "Is Spike still asleep?"

She nodded. "Yeah. You know how much of a heavy sleeper he is. You wanna wake him up or-"

She waved Cadance off. "Nah, let him sleep. It's summer and he only got one C on his report card. Let him sleep in before he has to start getting up early for the sixth grade." Picking up her backpack she said "Just make sure he doesn't sleep all day again."

"Can do, kiddo. Just go have some fun."

Heading to the door she muttered a quick "Love you too, sis."

Just before she walked out the door she stopped and looked at a picture on the wall. It showed a much younger Twilight on her first day of Kindergarten, both her hands held by her parents. On her right was her mother, Twilight Velvet, while on her left was her father, Night Light. All three of them were happy and smiling as they stood outside the school, Twilight herself eager for her first day.

She smiled sadly, remembering the good days.

And how they were abruptly ended on a rainy night in June, back when she had just turned six.

Shaking those negative thoughts out of her head, she sighed. "I gotta remember to visit you guys soon." Seeing the time she said "Gotta go. Love you guys."

And with that she left the apartment, hoping to catch her bus on time.

Completely unaware of how drastically her life was about to change.


Roughly an hour later Twilight was standing in front of her destination: DisCorp Tower, the American headquarters of the international corporation ran by its CEO and founder, Discord Q. Draconequus.

And anyone with two brain cells could tell that the name DisCorp was a pun on his first name, Discord. Even he admitted it in an interview, saying one of his future employees came up with it as a joke, and he thought it sounded clever and the name stuck.

The tower itself was roughly 150 stories tall, with a large communications tower on top of it. With the exception of the tinted windows and the large DisCorp logo printed horizontally on the side of the building (which happened to be lights that glowed green at night) the building itself was constructed entirely out of silvery-white metal that reflected and gleamed in the sun. Within the large tower were several laboratories, offices, some living quarters, testing areas for inventions, storage areas, the works.

It was a place Twilight could only dream of interning/working at after or during school/college.

After passing through security (which involved walking through an X-Ray/Metal Detector combo, being checked for any bugs or listening devices, having her phone confiscated since a lot of the projects were government sponsored and several of them were [Classified] so no pictures, and told she'd get it back when she left) she joined up with one of the tour groups. As she looked around at all of the other people there she noticed that out of all the high schoolers there, she was the only one who attended Crystal Prep Academy (though to be honest she wasn't actually surprised. She really did fill all the requirements for the Lonely Nerd role.)

Anyway, after a few more minutes of waiting their tour guide finally showed up. It was a young woman in her early 20s, with raven black hair and emerald green eyes, dressed in a buttoned-up white lab coat that stopped around her knees, revealing a plain black skirt with matching socks and high heels. "Hello everyone," she said with a smile. "I'm Savannah Scales, one of the interns here. Welcome to DisCorp HQ."

One of the students there asked her "You wouldn't happen to be related to Doctor Samantha Scales, would you?"

Savannah giggled. "Yeah. She's actually my mother."

That was news to Twilight.

Doctor Samantha Scales was a world famous geneticist, with Masters Degree in multiple fields of genetics and Herpetology (aka Reptile Science.) But as far as the rest of the world knew, she had no family except for her husband, who had sadly passed away due to cancer years prior.

That answer got a slew of new questions from the group, but Savannah held up a hand and cut them off. "I hate to be rude, guys, but you're here to see the wonders of science that we work on here at DisCorp. Not to learn about me and my mother's personal and family lives. Not only that, but we also have a schedule to keep. So, if you guys will follow me please."

That got them to be quiet, and as such she led them down a hallway towards one of the labs.


He's getting impatient, Discord.

Discord Q. Draconequus sighed in frustration for what felt like the fifth time since this chat started. Pushing that frustration down he typed back his response: And as I've told him, he and his associates shall get the products when they're ready. And suffice to say, they're not ready yet.

Need I remind you how much we're paying you for this? My employer spent quite a bit of money to pull you and your company out of the financial red zone. He's expecting that money to be paid back. With interest.

And need I remind YOU, that I'm doing this under the noses of the board of directors, security, and pretty much everyone in my company? And that if they, the Manehattan Police Department, the FBI, or any Law Enforcement Agency happen to catch a whiff of something amiss, this could all get very ugly very fast for everyone involved? Including your employer and all of his associates? Including you?

There was a lengthy pause, before the recipient replied We understand that. But the problem is that our operation is going down very soon. And we can't do said operation without those products we requested.

The products are almost done. But if I give even one of them to you now, they will most certainly fail you in the field. I just need a few weeks and they'll have a 100% chance of success.

As he clicked SEND MESSAGE he mentally prayed Please accept that. Please accept that.

The reply was short and sweet: You've got four weeks. And you had better deliver. Or else I'm sure the press would love to hear about all of those skeletons you got locked away in your closet.

Discord cursed under his breath. "Oh, how I wish I could find some leverage on those clowns to hang over their heads. See how'd they like that."

Nonetheless, he typed back that they'd be ready by then, and ended the chat. He then promptly pinched the bridge of his nose, feeling a headache coming. "It's like these people don't understand that this technology is experimental, and trying to turn it into weapons is going to take time." He sighed, taking out a bottle of ibuprofen and popping in two pills, dry-swallowing them.

"But I suppose the Storm King was never really known for his patience..."


"And this is the Genetics Department."

The automatic door closed behind them with a pneumatic hiss! as they beheld the site before them. State of the art equipment as far as the eye could see; genetic sequencing machines, mixing machines, cages full of small animals (mostly pure white lab rats like you see in the movies) fume hoods and Bunsen burners, you name it it was here.

And standing in the middle of the lab giving orders to the assistants and other scientists was a woman in her late 40s. She looked a bit like an older Savannah, with her raven black hair having a few gray streaks through it. But her eyes were a light red color behind wire-rimmed glasses, and to the shock of most of the group her left arm was a metal prosthesis (though with very articulated fingers.)

Noticing the tour group she waved with her prosthetic hand and said "Hello everyone. I'm sure most of you know who I am. But for those of you who don't, I am Doctor Samantha Scales. And yes, Savannah is my daughter. But that doesn't get her any special privileges here. Though I am immensely proud of her for getting here."

Savannah rolled her eyes, but smiled nonetheless. "Love you too, Mom."

Turning her attention back to the group she continued "So, here in this lab we work on new advancements in medicine and genetic therapies. The breakthroughs we make here will hopefully lead to a better tomorrow for mankind. A tomorrow where diseases like Cancer, Ebola, Malaria are little more than footnotes in history. Genetic disorders like Parkinson's, Alzheimer's, Autism Spectrum will never bother our children or our children's children. And with enough time..." She took a longing look at her prosthetic left arm. "Hopefully, one day we'll be able to help those who've been badly injured in accidents." She smiled back at the group and finished "But the first step on that grand crusade, is right here in this room."

Twilight smirked. The way Doctor Scales talked about her work was very inspiring, with a passion for science that almost matched her own. Frankly, Twilight could imagine that this could be her in a few years (though hopefully without the robotic arm.)

Clapping her hands, Doctor Scales asked "Now, would anyone like to venture a guess as to how we're planning on doing this?"

One of the group raised their hand and guessed "Stem Cells?"

She smiled. "Promising. VERY promising. But the idea I'm thinking of is a bit more... radical. Anyone else?"

Nobody else raised their hands, so Twilight raised hers. "Cross-Species Genetics?"

Doctor Scales smiled. "Bingo. Care to explain what exactly that is?"

She gulped, suddenly nervous. Don't panic, Twilight! Just... do what Cadance told you. Inhale, count to ten. Then exhale, count to ten.

After a quick round of that, she said "Well, certain species of animals are able to regenerate their limbs after losing them either due to a predator attack or from an accident. Their genetics are adapted to do this, but a human being's is not. The idea is to transplant the specific genes responsible for their regenerative abilities, and place them in a human being. If that's successful, you could be able to heal from just about anything: loss of limbs, broken bones, spinal damage, the list goes on."

"Thank you. And you are?"

"Oh! Twilight Sparkle."

"Well, Miss Sparkle is correct. The idea behind-"

At that moment her phone rang, cutting her off as she pulled it out to see who was calling her. "Oh. Um, Savannah can you take it from here, please? I need to take this."

She nodded. "Of course, Mom."

As she left to go to her office, Savannah looked to the group and said "Alright. So, you guys are free to look around the lab, but please mind the rules you got when you came in. No tampering with the equipment, no bothering the scientists if they seem busy, and absolutely do not touch anything. If you break even one of these rules, you will be escorted out by security. We all clear?"

They all nodded, not wanting to get dragged out by those very intimidating security goons out front.


Meanwhile, in her office, Doctor Scales was thankful the walls were soundproof. "What do you mean you lost Specimen 6," she asked worriedly.

"I'm sorry! One of the interns didn't bother to lock the cage right before I rolled it out. By the time I got to your lab, it had already broke out!"

She cursed under her breath. Specimen 6 was one of the few specimens of her project that had managed to survive the process, the product of years of research finally bearing fruit. Sure, she had other specimens that were still alive they could use for their tests, but there was no telling what could happen if it got out of the tower.

Sighing she said "Just... make sure security's informed about it. And be sure to remind them that I need it alive."

"Yes, Ma'am. And again, I'm so sorry."

She didn't answer, just hanging up the phone and putting it back in her pocket. "Now where did you go, 6?"


Twilight was absolutely enraptured by what she was seeing, a 3-D model of a Komodo Dragon that alternated between it skeletal, muscular, and vascular system.

So enraptured in fact that she never noticed a small spider climbing down from the ceiling on a web line, landing softly on her shoulder.

The spider itself was an odd-looking one: a mostly royal purple body, but with midnight blue legs and pure white eyes. Painted on its abdomen, almost like a tattoo, was a yellow number '6.'

It slowly walked along her should towards her neck, Twilight not feeling or noticing it even as it placed one of its legs on her skin.

She did however notice it when the spider sunk its fangs into her neck, delivering a dose of its venom into her bloodstream.

Twilight for the most part only felt pain equivalent to a bee sting, brushing her hand against the back of her neck and knocking the spider off. She got a brief glance at it as it crawled under one of the lab tables, barely noticing its odd coloration. "What did I ever do to you, Spidey," she grumbled.

She felt a brief chill, like someone was slowly pouring ice water down her neck. But it passed just as quickly as it came. "Huh. That was weird. I wonder if-"

"Okay everyone," Savannah called. "If you'll follow me, we'll be heading towards the Robotics Labs."

Her spider-bite now forgotten, she joined up with the rest of the group as they were led out of the lab.

Completely unaware that the bite of that Spider had just changed her life in ways she couldn't even begin to imagine...