• Published 9th Oct 2018
  • 4,559 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.

  • ...

Chapter 1: There Goes the Neighborhood Part 1

-New York City: Two weeks after Captain America: Civil War and a few months before Friendship Games.-

New York City had seen it's fair share of the weird, the incredible, and the fantastic. From aliens tearing open a portal in the sky and raining lasers down upon innocent people, to giant humanoid robots hunting mutants (Who's stupid idea was that, anyway?) to a masked madman from Latveria trying to take over the world.

But today on the first day of Spring, everything seemed normal...

Wee-woo-wee-wooooo!!!! Ratatatatata!!!

...if you didn't count the police sirens and sounds of machine guns being fired.

The reason for these sounds was evident; at least three men wearing ski-masks and black military garb were shooting what looked like AK-47s at two police cars from the opened back door of an armored bank truck. Another man wearing the same gear was in the driver's seat, driving the truck like he stole it.

Oh wait, he did.

One of the policemen, a man with two different tones of blue hair and light blue eyes, grabbed the radio and said "This is Police Lieutenant Shining Armor. We're in pursuit of armed hostiles who've hijacked a bank truck. Suspects are armed- HOLY!"

He immediately swerved out of the way, and just in time. One of the criminals had pulled out a grenade launcher and fired off a grenade at the pursuing cars. It narrowly missed them, but the explosion still rattled the cruiser. Grumbling, Shining grabbed the radio again and finished "Make that heavily armed and dangerous. We need backup and fast!"

Unbeknownst to the good Officer, their backup was already on its way.

A line of thick webbing suddenly attached itself to the grenade launcher, before being forcefully yanked out of his hands. The thug looked and saw the familiar red and blue superhero swinging in pursuit of the truck. He quickly shot out a web line and zipped towards the truck, before flipping and landing gracefully on the roof.

One of the men yelled "SHIT! It's Spider-man!"

Spider-man poked his head over and replied "Yeah. The costume kinda gives it away."

He quickly fired three web lines at each thug, and then jumped up over a nearby lamp post. The result was the web lines sticking to the post, and the three men being yanked out of the truck, dropping their guns, and hanging like a set of Christmas ornaments. "Hate to leave you guys hanging" Spider-man called. "But I gotta go get your pal in the truck."

As he swung off, he saw that the truck was heading towards a busy intersection. And his Spidey-sense was telling him that a school bus full of students was fast approaching. At the rate both were going, the bank truck would ram right into the side of the bus. He seriously doubted the driver would care about the innocent people he could potentially kill in that crash. "Time to put the E-Break on this."

Spider-man landed on the hood of the truck. He looked at the driver and yelled "Hey Speed Racer! Pull over!"

The man's response was to flip him the bird.

Glaring beneath the mask, Spider-man replied "Have it your way" before back-flipping in front of the truck, shooting out two much thicker strands of webbing at the pavement as he did so. He then braced his feet against the grill of the truck, his super-strength bringing the truck to a screeching halt and the driver face-first into the window. The truck came to a stop only a few feet from the intersection, Spider-man breathing a sigh of relief as the school bus rolled on past.

As the driver staggered out of the truck, slightly disoriented from his collision with the windshield, Spider-man appeared a few feet in front of him. "You know, that probably wouldn't have happened if you wore your seat-belt" he mocked.

The man pulled out his pistol, only for it to be immediately yanked out of his hand by a web line. He then pulled out a knife, but that was immediately yanked out as well. "Really" Spider-man asked.

The man then lunged at him, but with his enhanced reflexes the thug may as well have been moving in slow-motion. Spider-man nailed the thug with a right cross, followed by a kick to his midsection. The thug threw another punch at him, but Spider-man nimbly jumped onto the man's chest and kicked off of it like a springboard, launching the man into the side of the truck. He then fire multiple web shots onto the man, sticking him to it like a car decal. "Stick around" he quipped. "The cops should be here in a couple minutes."

As he swung away, the police cars finally caught up. Seeing the criminal webbed to the side of the car, Lieutenant Shining Armor smiled. He snapped a picture with his phone and sent it to his younger sister. "My sister's gonna get a kick out of that." He then looked at the criminal and smirked. "So, you want me to read you your rights first and then cut you down, or cut you down first and THEN read you your rights?"

-With Spider-man-

Well, that's enough excitement for now. Time to get to school.

As he swung above the street, the familiar building of Canterlot High School. Seeing the students arriving out front, he immediately web-zipped to the rear of the school and found his usual entrance; the air vent that lead into the boy's locker rooms. Good thing they made these vents big enough for someone to crawl through he thought as he lifted the cover open, quickly crawling inside. Once he found the grate that led into the locker room, he slowly slid it open and poked his head through. Seeing nobody else, he dropped down from the ceiling and ran to his locker, opening it and grabbing his gym bag. He quickly removed his mask, revealing the face of fifteen-year-old Flash Sentry. He opened his gym bag to reveal his civilian clothes.

A few minutes later he was dressed in his usual white t-shirt with a blue shield with a lightning bolt over it. He quickly slipped on his jeans and black sneakers. He finished his ensemble with his usual black jacket with two stripes, one red and one white.

He neatly folded up his costume and pushed it into his gym bag, before throwing it over his shoulder and walking out of the room. Once he was in the hallway, he heard someone say "Hey Flash."

He turned to see the familiar red and gold hair of Sunset Shimmer, his ex-girlfriend now good friend ever since the Fall Formal. "I didn't see you come in with the other students" she said. "When did you get here?"

Thinking quickly he replied "I forgot my homework in my gym locker yesterday, so I got here early so I could get it done."

Sunset shrugged. "Hey, it happens. So, how's the Stark Internship going?"

"Pretty good. I can't really tell you much, but needless to say, we're doing some really cool things." If by really cool things you mean using this as a cover for my exploits as Spider-man so I don't need to constantly come up with lame stories.

Fortunately, the bell rang before Sunset could inquire further. "Welp, gotta go" Flash said. "Ms. Harshwhinny'll have my head if i'm late again."

As he walked down the hall, he felt his phone buzz. Pulling it out, he was surprised to see a text from Tony Stark.

Hey Flash. Saw our mutual friend on the news. Nice job.

Flash smiled at that, and quickly typed out a response.

Thanks Mister Stark. I'm still kinda getting used to the new suit. It's a lot sleeker than my old one.

And a lot more resistant to bullets. Not that you need help with that.

True. But things have been pretty quiet lately. Armored truck robberies notwithstanding. LOL

Be thankful for that. Last time things got noisy in this city was when the Chitauri decided to pay us a visit.

Fair enough.

Little did he know, the quiet days were about to come to an abrupt end. Just not because of aliens. Yet.

-Unknown Location-

Two men were looking over the contents of the table in front of them. One of them was an African American man in his early thirties, bald and sporting a scar over his right eye. He said "I like the gauntlets, but is the suit really necessary?"

The other man, a fifty-year-old with graying hair and thick glasses over his blue eyes, nodded. "Yes it is, Herman. The suit's made of a foam-lined synthetic fabric. It'll protect you from the feedback of the gauntlets. Otherwise every time you fire them, you'd end up breaking your arms. Or crushing your organs. Or both."

Sighing, Herman replied "Fine. But seriously, Mason. Why the hell does it look like the top of a damn mattress? Last thing I need is for the paper to call me something like 'Mattress Man.'" He held up the suit, revealing some of the yellow fabric to prove his point. Sure enough, it looked like the diamond-woven top of a mattress.

Mason shrugged. "I'm afraid it's the best I could do for the moment. Oscorp's increasing their security after the last couple of jobs we pulled."

"Figured as much. Speaking of which, how's our buddy's suit coming along? These next couple of jobs might go easier if I have him watching my six."

"I still need a few more components before his suit is ready. After that, he'll be ready." Mason then handed him a list. "Those are the final components I need."

"Thought you said Oscorp was beefing up security?"

"That suit should protect you from anything below a fifty caliber rifle."

Herman nodded, grabbing the suit. "And what about Spider-man? The Avengers may be out of town, but that webslinger has a nasty habit of sticking his nose where it don't belong."

Mason smiled. "My friend, those gauntlets fire high-powered shockwaves that can punch through steel plating. I'm fairly certain that if you hit him in just the right spot-"

"-it'll hit him like a car windshield?"


-After School-


This groan of immense frustration came from none other than Rainbow Dash, who held up her backpack in annoyance. "Five pages. FIVE PAGES OF ALGEBRA HOMEWORK!"

Walking next to her, Applejack mirrored her sentiments. "Normally, I'd tell you to suck it up and deal with it. But yeah, Ms. Harshwhinny seems to be really out to get us."

"Um, I heard that she broke up with her boyfriend yesterday" Fluttershy meekly stated. "So that might be why."

"Oh relax, girls" Sunset said happily. "Algebra's easy when you know what you're doing."

"Easy for you to say! You eat this stuff up like it's breakfast!"

Flash barely paid them any attention, his focus instead on the news report playing on a nearby student's phone.

The newscaster said "Reports are coming in live of a group of heavily armed men attacking the Oscorp Research Center in Midtown. Any attempt by the NYPD has been met with hostile force. While there have been no reported casualties yet-"

That was all Flash needed to hear. Time to clock in my superhero ID card.

He was about to run off when he heard someone say "Yo Flash!"

Cursing internally, Flash turned around to see Rainbow Dash holding a soccer ball. "We've got enough time for a game. You in?"

"Sorry Dash" he quickly replied. "I've got the Stark Internship today. Maybe next time." He walked off before she could reply.

"Jeez, always the internship with him" Rainbow grumbled. "Does anyone even know what he does there?"

"Well it's not like he can tell us everything, darling" Rarity responded. "He's working for THE Tony Stark. No doubt a lot of the projects and their details are kept under lock and key."

"Not to mention Tony's a member of the Avengers" Pinkie Pie added. "You know, that team of superheroes who saved all our butts from an alien invasion and from that wannabe Terminator? If he's working on their tech, he CAN'T tell us." Her eyes darted back and forth suspiciously, and then she leaned in and whispered "You never know who could be watching."

"I doubt HYDRA agents or supervillains are gonna be hanging around a high school, Pinkie." Rainbow then shrugged and grabbed the soccer ball. "Oh well, his loss."

-With Flash-

Ducking into an alley and making sure no one was following him, Flash quickly changed into his costume. As he slipped on the mask, he heard a slight ringing from the built in earpieces. He heard someone say "I saw the news report. What's the plan?"

Firing a web line and swinging away, Spider-man replied "I need to know what I'm up against. You on it, Big T?"

-With "Big T"-

A young man about the same age as Flash Sentry sat looking at a computer screen. Atop his carrot-orange hair and over his ears was a headset with a built in microphone, a gift from his best friend when he asked him to be his eyes and ears when he was out "doing his hero thing."

His name was Thorax. He groaned, rolling his violet eyes that strangely had no visible pupils, before looking back at the screen. "You know I never agreed to that nickname, right?"

"Then come up with a codename, Thorax. But first-"

"I've already hacked into the CCTV cameras around the building. Give me a minute."

His computer screen showing the footage from multiple cameras from multiple viewpoints. The building itself was a modest five stories spread out over a couple hundred square feet, one of Oscorp's moderate size buildings. On the side of the building was the typical Oscorp logo, and in front of the building were two large fountains. Other than those aesthetic choices, and the multiple thugs with machine guns out front fighting off a large group of cops, there was nothing about the place that would stand out.

He focused mainly on the camera feeds that covered the front of the building. His violet eyes darted over all of them, taking in and processing what he saw at near mind-boggling speeds.

At least, for normal people it would be.

But Thorax was far from normal.

"So far I'm seeing about maybe ten guys holding off the police at the entrance. Three snipers and two guys with rocket launchers on the roof. And from the police chatter I'm hearing, there's a couple more guys inside dealing with security."

"Don't suppose you could tell me how many 'a couple more' is" Spider-man asked.

Pulling up a second window, Thorax replied "Looks like Oscorp recently buffed up its encryption." Then he smiled and continued "Nothing I can't get past, though. I should have eyes inside the building by the time you deal with the fifteen guys outside."

"And the guys outside? They look like pro mercenaries or just some thugs who barely have any idea what they're doing?"

"Looks like a mix. The snipers and a few guys at the entrance seem to know what they're doing, but I see quite a few guys standing in the open and firing from the hip."

"Great. Nothing more dangerous than guys with military grade weapons and no training in how to use them."

-At the Research Center-

From his viewpoint on the roof of one of the adjacent buildings, Spider-man surveyed the scene, thankful for the Advanced Reconnaissance Mode the suit came with. Especially since the mode came with telescopic lenses.

A plan already forming in his head, he said "Alright Thorax. Time to try out the Impact Webs."

Impact webs were a new mode for the web shooters that Flash designed; a highly compacted sphere of webbing that would knock enemies back a few feet before bursting. Flash had already tested them on a few targets in his and Thorax's "Testing Area" and they worked fine. But this would be the first actual use in combat.

"Okay man. Let 'em have it" Thorax replied.

Using his webs to slingshot himself over the roof of the Center, Spider-man twisted in midair and shot out two web lines, swiftly yanking the rocket launchers out of the hands of the thugs. He quickly followed that up by launching two Impact Webs in quick succession. They each struck their mark, knocking the men down to the roof before bursting and coating them in webs, immobilizing them. "Okay, they work." Spider-man then looked to see the snipers had noticed him. "Hey guys. Pretty sure those rifles violate local gun laws."

Almost immediately his Spider-Sense went off, and he jumped to the left as all three snipers fired off a shot at him, the bullets hitting nothing but air. He quickly fired two web shots, striking two of the snipers in their faces. He then caught the third sniper's gun with a web line, yanking it out of his hands before web-zipping to him and slamming his fist into his face. The man crumpled to the ground, completely unconscious. Spider-man then yanked the rifle from one of the other snipers and slammed it into the side of his head, knocking him to the ground. He followed this by webbing the man to the roof.

The last sniper had managed to get the webbing off of his eyes, and aimed his gun at Spidey. "STOP-"


The sniper fired off a shot but Spider-man jumped out of the way, front-flipped forward, and planted two web lines on either side of the man's head. He then shot downwards, slamming his feet into the man's face and slamming the man's head into the roof, knocking him out cold.

Jumping off the man's head and onto the edge of the roof, he surveyed the scene beneath him.

The police were doing their best, but even though at least half the criminals had about zero military training, they were still using military grade weapons that held A LOT more bullets. And sadly the police only had semi-auto handguns. The result were several police cars having busted windows and numerous bullet holes, and one of the officers sustaining a bullet wound to his shoulder. "Gotta find a way to end this fight fast before somebody gets killed."

Looking over the area, he noticed that all the thugs were crowded around the two fountains in the plaza. "Hey Thorax, those water fountains are controlled by the computers, right?"

"Yeah. Why?" There was a pause before he said "Dude, we haven't finished testing the Electric Webs yet."

The Electric Webs were ANOTHER firing mode for the web shooters Flash designed that would fire a shot of electrically charged webs that would stun enemies or overload electronic security systems. This one needed a bit more extensive testing since if the voltage or current were too low it wouldn't do anything. On the flip side if either were too high it could kill someone, which Flash swore he'd never do as Spider-man.

"We've managed to get the voltage equal to a taser and lowered the current enough so that it won't cause serious health problems. I'd say they're ready."

"Okay then. My program just busted through most of their firewalls, so I got control of their plumbing. Rerouting water pressure to fountains. Give it ten seconds then fry 'em."

Once he switched the firing mode, two small prongs slid out in the front above his wrists, electricity arcing between them. He then launched himself forward as the fountains went from steams to shooting out massive geysers of water, thoroughly soaking the thugs and forming a small pool around them. He quickly fired an electric web shot from each web shooter into said pool, and the effect was instantaneous. Streams of electricity shot out and arc across the water and at the thugs, then it began to arc between all of them. Their bodies seized up and they shook like a bunch of cartoon characters being struck by lightning. Eventually the charge ran out and they all fell down, out cold but still alive.

Landing on one of the cars, he asked "Is everyone alright?"

Most of the officers nodded, but one of them was looking over the cop who got shot in the shoulder. "It's a clean shot. He'll be fine until the EMT gets here."

Suddenly his Spider-Sense went off, and the front of the center was suddenly blasted apart, showering the area with debris. Fortunately for the officers Spider-man quickly shot out a few large webs to shield them, blocking all but the smallest bits and pieces, none of which were able to harm them. "Thanks for the save" one of the officers said.

"No problem, officer" he replied. "Now, let's see-"

His Spider-Sense went off even stronger this time, and he immediately back-flipped off the car. And just in time, because at that moment a blast of white energy slammed into the car, sending it sliding across the street and into the side of a building. Landing, Spider-man turned to face his opponent.

He was a man, that much was obvious by his body type. He was wearing a heavily padded maroon and yellow costume, the yellow parts having a diamond weave that made them look like they came from a quilt. His mask had a large maroon part on top of his head and his eyes were hidden behind two black lenses. On both of his arms were two silver gauntlets that had large blocky knuckledusters, with triggers right under the thumb. Some of the officers fired their handguns at him, but the bullets simply bounced off his suit. In response to that, he aimed the right gauntlet at one of the other police cars and thumbed the trigger, and the knuckleduster glowed briefly before firing another blast of white energy at the car. The result was the windows shattering and spraying glass everywhere. The man said "Consider this your only warning shot, officers. Keep interfering and I'll let loose a shockwave that'll bring down the whole building."

Deciding to try and keep the man's attention focused on him, Spider-man jumped forward and stood a few feet in front of him. He asked "So, who are you supposed to be? Cushion Man? Triple-Ply? Padded Pete?"

He couldn't tell what his expression was, but he definitely did not sound amused. "No no and Hell No!" His gauntlets began glowing, this time longer and far brighter. "Now, DIE!"

The man launched a powerful blast at Spider-man that he dodged, but he sadly wasn't able to dodge the follow-up blast from his other gauntlet. The wind was knocked out of him as he went flying through the air, smashing into and through the brick wall of the opposite building and kicked up a large cloud of dust. Shocker smirked behind his mask and said "That was almost too easy." He then looked at the cops and said "You don't wanna end up like that loser, stay the hell out of my way."

As he walked back into the building the officers heard a groan from the large hole Spider-man had been blasted through. The hero in question rose from beneath a large pile of bricks, shaking off the disorientation and the ringing in his ears. As well as the immense pain going through his entire body. "Okay, was not expecting that" he muttered. Where the hell did he get those gauntlets? I'm pretty sure you can't buy tech like that on E-Bay.

His earpieces buzzed for a second, before he heard Thorax ask "Flash! You okay, man?"

Zipping onto the roof of the center, he replied "Yeah. I just got surprised. And I'm wondering where this guy got his tech from."

"Me too. The sensors in your suit were picking up all sorts of seismic disturbances from those gauntlet blasts."

"Don't remind me. Any idea what they are?"

"According to the scanners and sensors in your mask lenses, it's some sort of high frequency vibration blasts, combined with condensed air jets to create a powerful directed shockwave."

"Yeah. But seriously, I came here to fight a bunch of crooks and end up fight a bona fide supervillain. What a shocker."

There was a slight pause before Thorax said "Hey, Shocker."

Spider-man rolled his eyes. "Thank you, Cisco Ramon. Any idea what's going on inside?"

-Back with Thorax-

Thorax pulled up the feed from as many of the security cameras as he could. "Okay. I count fifteen guys and Shocker in the building. Shocker's heading down into the lower levels. The other fifteen are with the Oscorp Employees that didn't get out in time."

"How many hostages?"

"I count nine total, all in the middle of the floor. Right out in the open." Then he noticed something. "Wait, there's someone else in the building." Pulling up the feed, he continued "They're wearing a lab coat. Must be someone who works there."

"Describe them."

"They're a girl who looks to be about fourteen with her tied back in a bun. Probably means she's an intern there. Problem is Oscorp's apparently still using black and white cameras, so I can't get you much more than that. I can say it looks like she's heading towards the Security Room."

"Maybe she can help us out."

"Couldn't hurt. I'll see if I can find you a way in."

As he was about to pull up the building schematics, he noticed one of the security feeds showed two of the thugs from Shocker's group heading down the hallway, apparently having noticed that one of the hostages were missing.

And they were about 2 minutes from closing in on her, since she was having trouble with the security panel. "Uh-oh."

"Uh-oh, what?"

"Our possible ally's about to have unwanted and unfriendly company. Two thugs with machine guns. The hallway has no other exits or places to hide, and she can't get past the security panel."

Suddenly his screen started flashing, before all of his security feeds were cut and several screens popped up saying ACCESS DENIED! "You gotta be kidding me."

"What now?"

"Oscorp must've overhauled their cyber security. I just got locked out" Thorax explained while he frantically tried to reestablish access with Oscorp's systems, with little success. "Oh, come on! I have no feeds, no idea what's going on in there, no way I can override the security panel."

"Shit. Where's the security room?"

"Northwest Corner, Third Floor! Hurry!"

-With Spider-man-

Quickly moving to the corner, he immediately noticed a vent on the roof. Ripping it off, he crawled through as fast as he could, eventually finding a grate. And just in time.

"Hold it right there, little girl!"

Through the grate he saw the two thugs aiming their machine guns at the direction of the security room.

Acting on instinct he smashed through the grate, landing on the thug below him and knocking him out with a punch to the face. He then spun, blasting the other thug with an Impact Web that made him drop his gun and stuck him up against the wall. "Well, that should take care of that." He then turned to the girl he saved and asked "Are you okay?"

And when he saw her, his jaw dropped (And he was very thankful she couldn't see it.)

Thorax was right when he said she looked about fourteen years old and her hair was tied back in a bun. The girl wore a white lab coat that kept most of her wardrobe hidden, save for her sky-blue stockings and purple shoes. She wore thick horn-rimmed glasses, behind which were purple eyes that were just a few shades lighter than Thorax's. Her hair was a dark indigo-blue with a mulberry stripe and a pink stripe running down it.

And as she turned, he saw that pinned to her lab coat was a name tag.

Twilight Sparkle.

To Be Continued...

Author's Note:

Hello everyone. Equestrian Defender here with yet another story.

A story whose first chapter is a whopping 4,665 words! I think that's a new record.

So yeah, I love Spider-man. He was honestly the first superhero I ever saw growing up, and while the comics may go out of their way to make his life miserable, in other media he is awesome. Well, except for Sam Raimi's Spider-man 3.

And many of you are probably wondering, why the hell am I making Flash Sentry Spider-man?

Well I find that a lot of the hate that is lobbed towards Flash Sentry is just stupid. I think most of the hate club just don't like him because he was in an incredibly forced romance with Princess Twilight Sparkle that ultimately led nowhere. Plus he lacks a lot of personality and he doesn't really do all that much in ANY of the Equestria Girls specials. But I don't see him as a bad character, because quite frankly he doesn't really DO anything significant to the plot. If anything, he falls into the category of "character that could be interesting but the writers either don't know or don't care how to use him/her/they." A category that sadly includes a LOT of characters. Far too many.

So I decided to do what most fanfic writers do with a character like this, and give him a starring role in a fanfic. Making him Spider-man was actually because I saw this particular fan-art by https://www.deviantart.com/jucamovi1992


and inspiration came to me.

That and somebody's already writing a story where Peter Parker is in the Equestria Girls universe and while our stories may play out differently I really didn't want someone in the comments section going "Hey! You're ripping off so-and-so's fanfic!" and get my story deleted.

Anywho this story will combine elements from various Spider-man media:
the 90s Animated Series
the Spectacular Spider-man (Best animated Spidey ever.)
some of the less goofy parts of the Sam Raimi movies (And almost nothing from Spider-man 3. I hate that movie.)
the Marc Webb Amazing Spider-man movies (2nd favorite Spider-man movies)
Spider-man Homecoming (Favorite Spider-man movie ever.)
and of course the 2018 Spider-man video game (clearly evident by picture I'm using for the cover of this fanfic)

And before anyone asks, characters like Venom and Carnage will not be seen until Book 2. These 2 characters always seem to be the most asked about in fanfics. Which makes sense seeing as how they are some of Spider-man's most powerful (and famous) villains.

Hope you all enjoy the story. And remember!

"With Great Power, Comes Great Responsibility."