• Published 9th Oct 2018
  • 4,906 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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Interlude 1: New Friends and New Threats

The next day at CHS during lunch, Flash and Thorax were walking to the music room where Sunset and the Rainbooms were practicing. Thorax looked at Flash and asked "So, on a scale of one to ten, how angry do you think Sunset's gonna be that we spilled the beans to Twilight?"

"If she was how she used to be before the Fall Formal, she'd probably be a 'I'm going to murder you and make sure no one finds your body'," Flash replied. "With how she is now, I have no idea."

As they arrived at the door both of them started to feel a slight bit of dread at what was about to happen. Thorax said "If she does kill us, I want you to know it's been an honor and a privilege being 'the man in the chair.'"

Flash smirked. "Relax, I doubt she's going to be that angry."

Thorax groaned. "And now that you just said that, we're doomed."

Ignoring him Flash knocked on the door, the music stopping almost immediately. The door opened to reveal a surprised looking Rarity. "Flash? Thorax? What are you two doing here?"

"Sorry to interrupt your jam session, but we need to to talk to you girls," Flash said. "It's important."

A few minutes later Flash and Thorax were standing in front of the Rainbooms, all of whom were looking at Flash (which was not helping to make it any easier.)

Finally Sunset asked "So, what did you need to talk to us about?"

Flash sighed. Here goes. "About a week ago my Aunt and I had dinner with a new friend she made and her family. And-"

"-one of the members of her family was the human version of Twilight Sparkle, who happens to go to Crystal Prep Academy. You became friends with her, introduced her to Thorax and the three of you became super-duper friends," Pinkie Pie chimed in.

Everyone looked at her in shock at that statement. "Okay, how in the infinite multiverse did you know that," Thorax asked. "Have you been spying on us? Did you tap our phones and laptops? WHO ELSE IS IN ON THIS?!"

"None of the above. I just had a hunch," Pinkie replied happily.

Flash sighed, while mentally chanting It's Pinkie Pie, don't question it. It's Pinkie Pie, don't question it. It makes no sense whatsoever and there's no way in hell she should know this stuff, but it's Pinkie Pie. DON'T. QUESTION. IT! "Regardless, yes, that is what happened."

"Oh-kay," Sunset said awkwardly. "Pinkie Pie's weird ESP aside, what does that have to do with us?"

"I'm getting there. And Pinkie, please, no more spoilers."

Pinkie nodded, making the "My lips are zipped" motion with her free hand (and Flash swore he could hear the sound of a zipper being drawn) and motioned for him to continue.

"Thank you." Flash took a deep breath, before saying "Twilight in this world is smart. Like crazy smart."

"How crazy smart we talkin'," Applejack asked.

"The kind of crazy smart that gets you an internship at Oscorp. She's gotten straight A's in every class she's ever been in (except Gym) and she's a shoe-in for her year's Valedictorian. And, I was there when she made a small aerial drone out of small parts from a scrapyard, with a powerful scanner that was able to tell that I had a small head cold forming."

And by "small head cold" he meant his spider powers, not that the Rainbooms needed to know that.

"Wow, that is smart," Fluttershy stated.

"Does she tutor people," Rainbow asked, getting surprised looks from everyone. "What? If I don't get my Biology grade up I'm gonna get kicked off the soccer team."

"Uh, girls?"

"Sorry."

"Anyway, she told me and Thorax about this project she was working on. Apparently back in September she was running an experiment on electromagnetic waves in the city and how it could affect cell phones and other electronics, when she found something strange. Some sort of unknown energy signature that doesn't match anything on record. And before you girls ask, the dates the signatures showed up were September 21st and October 17th AKA-"

"-the Fall Formal and the Battle of the Bands," Sunset groaned. "She detected our magic." A look of realization crossed her face before she glared at Flash and Thorax, sending chills down both their spines. "You two didn't happen to tell her anything, did you?"

The both of them started to sweat a little, before Thorax stammered "W-well you girls know we're not the best liars."

"Especially when it involves our friends," Flash finished, scratching the back of his head nervously.

"And well, honesty is the best policy."

"Trying to lie to her is like trying to lie to a puppy."

Both of them clammed up when they heard a low growl escape from Sunset. Taking a deep breath she asked "How much did you tell her?"

"Well, we sorta-"

"-kinda told her-"

"-everything," they finished in unison before turning to run out the door.

Which they would have if Sunset hadn't grabbed the necks of their jackets and held them in place. "You two aren't going anywhere," Sunset growled.

"Please don't kill us, Sunset," Thorax begged. "Or at the very least, spare me and kill him!"

"Traitor," Flash yelled.

"She'll have a harder time killing you! You're all developed and I'm still working on the last chapter of-!"

"SHUT UP!"

"Yes Ma'am," they said in unison, scared out of there minds.

Turning both of them around to face her Sunset said "I'm not going to kill you two. I'm fighting the urge to clobber you idiots for telling her, but it would be too much trouble hiding your bodies."

"Well, what were we supposed to do," Thorax asked. "She's got notes on this stuff going back to September. She's built a whole bunch of tech that can scan for it, and I doubt she's going to back down just because we ask her to."

"And when we told her about it she told us that she just wanted to study it. Find out how it works and what it can do. She assured us that she had no intentions of turning it into a weapon or something like that," Flash explained. "And she promised not to tell anyone at CPA or Oscorp."

"And you believe her?"

"She hasn't lied to us yet. So yeah, I trust her."

Sunset sighed in equal parts relief and aggravation, before fixing the two of them with a stern look. "That still doesn't make it okay. The more people that know about the magic, the higher the chance that people like HYDRA or the military will try to take advantage of it and weaponize it."

At this Rainbow rolled her eyes. "Sunset, the whole school knows about the magic and that hasn't happened yet. Frankly because even with events like the Battle of New York and the Sokovia Incident, nobody is crazy enough to believe that there's apparently another world where the dominant species are magical ponies."

"And while I agree the boys should've asked first, I seriously doubt telling one girl is going to change that any time soon," Rarity added.

Pinkie Pie chimed in and said "Yeah, it's not like we're taking videos of us doing magic and posting them on MyStable."

"Even if we were, most people would probably just think it's CGI and special effects," Fluttershy stated.

Sunset couldn't argue against that logic. "Okay, fair point." She looked at Flash and Thorax. "Sorry."

"So, you're not mad," Thorax asked.

"I'm a bit upset that you guys told her without telling me first, but I'll get over it," she replied. "But I do want to talk to her. Just to explain some things."

"Plus I'm sure we'd all like to get to know the human version of one of our friends," Applejack added with a smile.

"She did say she wanted to talk to you girls," Flash replied while checking his phone. "After all, you girls were the first ones to come into contact with the magic." His phone buzzed and he said "And you're in luck. She said she's free after school today." His phone buzzed again, and he added "Oh. She's got one request, though."

"What would that be," Sunset asked.

"Well, it's not everyday you hear that someone is friends with a version of you from a parallel universe." He smiled and asked "I don't suppose Princess Twilight is free this afternoon?"


Sometimes, Abacus Cinch was thankful that she was the Principal and not one of the teachers.

Because if she were a teacher, she wouldn't have near the privacy or the amount of time to work on her... "special" projects.

Looking over the designs in front of her she sighed. "While I have all the components, it's going to take time for me to put it all together. And all the while Spider-Man's going to be looking for me since Toomes couldn't keep his beak shut." Running a hand through her hair she groaned. "The last think I need is him interfering with my plans. I've got too much at stake for it to just be destroyed by him."

Looking at her desk, her eyes rested on a small device near the edge. "Perhaps it's about time I called in some... help."

Picking it up she held it and placed her thumb on the center. It beeped before a man replied "Is that you, Abacus?"

She smirked. "Alistair! Oh, it's been too long."

A frustrated groan came from the other end. "Not nearly long enough. What do you want?"

"Is that anyway to talk to an old friend?"

"You don't have friends, Bishop. You have tools, Pawns if they're lucky. Now again, what do you want?"

Her smirk turned into a full on grin. "I'd like to schedule an appointment with Mister Osborn. I have some research that should prove to be very, very helpful to a certain medical project of his that he's keeping off record. If he's willing to make a deal."

There was a pregnant pause before Alistair replied "He'll meet you later today. 6 PM sharp."

"Thank you. Have a nice day." Ending the call she smiled as the final bell of the day rang. She then reached into her desk and pulled out a key to a very specific janitor's closet. "Now, let's see what Miss Sparkle has managed to find out."


Flash, Thorax, Sunset, Rainbow, Pinkie, Rarity, Applejack, and Fluttershy were all waiting outside by the Wondercolt statue, waiting for their guests. Flash looked at his phone and said "Twilight should be here in about two minutes. Cadance is at the doctor's and her brother's busy, so she had to walk."

Holding up her magic journal Sunset said "Princess Twilight's grabbing a few things. She'll be here in about ten minutes."

"Here comes our Twilight," Thorax said, pointing to a girl walking towards them wearing the CPA uniform, though bearing an unmistakable resemblance to their good friend from the other side of the mirror.

When she got close enough they could see that she seemed a bit nervous, but she still managed to give an awkward wave and an equally awkward smile. "Hi."

Flash smiled back and said "Hey. Twilight, meet the Rainbooms. Rainbooms, meet Twilight Sparkle."

"Well, technically human Twilight Sparkle," Thorax added. "Not that that's a big deal, just-"

He was cut off when Pinkie Pie grabbed Twilight's hand a vigorously shook her hand, somehow shaking her hair out of her bun and knocking her glasses from her nose, which Flash quickly caught for her. Releasing Twilight's hand she quickly said "Hi, I'm Pinkie Pie! It's so nice to meet you. I mean technically we already met you but it wasn't YOU you it was our friend from the other world and her name's also Twilight Sparkle and she's- MMPH!"

Applejack had wisely decided to put a hand over Pinkie's mouth and cutting her off. "Pinkie, remember what we said about letting potential new friends breathe."

Pinkie nodded, moving Applejack's hand off of her mouth. "Sorry."

Fixing her hair and glasses, Twilight replied "It's okay. Flash and Thorax warned me about that. And it's nice to meet you too."

At that, Pinkie Pie jumped up and exclaimed "Yay!"

Applejack then held out her hand. "Howdy there, Sugarcube. Mah name's Applejack. Nice to meet'cha."

Shaking her hand she replied "Likewise." Once they let go she added "You have a strong grip."

"I spend a lot of time on mah family's farm. Great way to build some muscle."

"I'll take your word for it." Looking at Rainbow Dash she said "Judging by your hair, I'm guessing you're Rainbow Dash."

"The one and only," she replied smugly. "I take it Flash and Thorax told you about how awesome I am?"

"Yeah. They also told me you were incredibly full of yourself."

She turned to glare at the two of them, who were looking away and whistling innocently (which wasn't fooling anyone.) and asked "Really? How exactly am I 'full of myself?'"

"Well, you wrote a song titled 'Awesome As I Wanna Be,'" Flash pointed out. "And your band is called the Rainbooms, which if you change a few letters and leave out some, spells R-A-I-N-B-O-W."

"And you're constantly going on about how awesome you are and how you make everything '20% Cooler'," Thorax added. "Plus there's the fact that you never stop bragging about how good you are in sports."

"All in all, while you're loyal to your friends you do have an ego that's roughly the size of the Empire State Building."*

Rainbow's jaw dropped at their statements, her mind desperately trying to come up with a comeback. "I do not-! That's not-! What do you-?! GRRRR!!!" With an aggravated sigh she sat on the ground, curling herself into a ball and hiding her face.

"They do kind of have a point, Rainbow," Sunset said. "Especially about the-"

From within the curled up Rainbow Dash a muffled shout of "Not. Another. Word!" could be heard prompting Sunset to stop.

Rarity looked Twilight over and said "Well darling, I have to admit the CPA uniform does look good on you."

"Uh... thanks," Twilight replied awkwardly. "Honestly though, I'm only wearing it because I just got off of school. I have plenty of other clothes."

"Which we rarely see because you're usually wearing a lab coat," Flash quipped.

Rolling her eyes, Twilight replied "Well excuse me for not wearing my good clothes when I'm elbow deep in machinery or experimenting with chemicals."

"That's just common sense," Rarity stated. "Why would we soil our good clothes when we're working?"

"Fair enough," Flash replied.

Seeing Fluttershy, Twilight said "And you must be Fluttershy."

She nodded in response. "Yes." Looking around Twilight she asked "Um, where's Spike?"

"At home. He doesn't start going to the Middle School until next week."

That got a confused look from everyone except Flash and Thorax. "How exactly can a puppy go to school," Rainbow asked.

"Puppy," Twilight asked, confused.

"Oops." Flash winced. "I forgot to tell you this. See, the Spike from Equestria is actually a dragon-"

"Really? Don't tell my Spike that or he'll freak out."

"-but for some reason when he comes to the human world he's a little puppy."

Twilight looked at him in disbelief. "Seriously? That sounds insulting."

"Yeah, I don't get it either."

Seeing the looks on the Rainboom's faces, Twilight pulled out her phone and brought up a picture and showed it to the Rainbooms. She smiled and said "THIS is my Spike."

The picture showed Spike at a party, with Shining Armor and Cadance beside him and Twilight behind him, all of them making absolutely ridiculous faces. Pinkie smiled and said "You guys look like you're having fun."

Noticing the banner in the background, Fluttershy read "Welcome to the family, Spike."

Twilight gasped and quickly withdrew her phone. "Oops. You girls weren't supposed to see that."

"So, Spike's-" Applejack started, only to be cut off when Twilight fixed her with a look that screamed "Don't talk about it." and shook her head.

Deciding to change the subject and kill the awkward silence, Sunset walked up and said "Hi. I'm Sunset Shimmer."

Twilight looked at her and said "So, you're Flash's evil ex-girlfriend."

This got a laugh out of everyone, even Sunset chuckled and looked at Flash. "Really? Did you-?"

"No, that part was not me," Flash said between laughs. "But I did tell her that you're my ex, and that you turned over a new leaf."

"And that you saved the school," Twilight added, holding out her hand. "So, you're okay in my book."

Shaking her hand and smiling, Sunset replied "Good to know."

Looking around she said "So, is my counterpart hiding or-"

At that moment there was a glow coming from the base of the statue. "Actually, that's probably her," Sunset said.

Walking, or rather stumbling, out of the portal was a girl who bore a striking resemblance to Twilight Sparkle. The main difference were her clothing, the fact she didn't wear glasses, and the fact that she had her hair down. Once she stopped stumbling she waved and said "Hello everyone!"

"TWILIGHT!"

The girl was immediately caught in a group hug by the Rainbooms, Sunset being the first one to get to her. "Yeah, happy to see you girls too," she gasped. "Now can I have my ribs back?"

The girls released her, allowing her to see Flash, Thorax and the human Twilight. "Hi. I'm Twilight," Pony Twilight awkwardly said. "Well, you probably already knew that."

"Yeah, considering that's been MY name for the past fourteen years," Human Twilight replied with a smile. She then took a closer look at her counterpart's face. "So, are you wearing contact lenses or are your eyes just fine?"

"My eyes are just fine."

She groaned. "Lucky. I've been stuck with these since I turned five."

Flash smirked and said "Twilight, meet Twilight. I'm sure you two will get along just fine."

Pony Twilight looked at Flash and said "Hey Flash. Nice to see you again."

"You too." At that moment his phone rang, which he promptly answered. "Hello? Oh, hey Aunt May. What? Uh, yeah I can help. Okay, I'll be there in a minute. Love you too. Bye." Looking at the girls he explained "My Aunt needs my help." Looking at Human Twilight he asked "Are you-"

"I'll be fine," she said cutting him off.

He nodded. "Alright. Thorax, you coming?"

"Considering I'll be the only guy here? Yeah." With that they took off down the sidewalk, leaving the eight girls behind.

Pinkie then said "SO! How about we take this to Sugarcube Corner?"

Everyone agreed, with Human Twilight tagging beside Pony Twilight and Sunset. "So," Pony Twilight said "I imagine you have a lot of questions."

"Only about a couple hundred."

"Well, what do you want to know first?"

"Let's start with..."


Shining Armor took a deep drink of coffee from his Styrofoam cup, before crumbling it up and tossing it in the trashcan. He then filled out the rest of the papers in front of him before he heard a knock on his office door. "Come in."

The door opened to reveal a man in his late forties with salt-and-pepper hair, brown eyes that were just a little darker than his long brown coat, and a pair of tan khakis with brown shoes. Strapped to his side was a standard issue Glock 17, the standard choice for the NYPD. He didn't smile as he walked in and gruffly said "You really ought to lay off the coffee, Lieutenant."

Shining rolled his eyes, before replying "One; you drink three times the amount of coffee I do, Detective. Two; would it kill you to say 'Good Afternoon?' Or you know, actually use my name? Or would that just require too much effort, Quick Draw?"

The man rolled his eyes, before giving him a look that would almost be considered friendly. Almost. "Just wanted to let you know that Ol' Crush wants to see you in his office. Pronto."

A few minutes later Shining walked into the office, being greeted by a man in his fifties with white hair that had a single black streak, silver eyes and a well-made suit. On his right wrist was a silver watch, and on his right hand was a silver ring with a black and red stone.

His name was Crushed Pepper, and he was the current commissioner of the NYPD. AKA, Shining Armor's boss. But please, call him Crush.

Seeing him walk in, Crush said "Lieutenant. How's your day going?"

"Pretty good, sir. But I don't think you called me in here just to ask me how my day's going. Is this about Pharynx?"

Crush nodded. "It's about Pharynx. And no, he didn't get shot or anything."

"Look, if it's about him constantly asking to talk to Schultz I told him-"

"It ain't about that either." Once Shining stopped. "Look, I don't trust him. But it's not because of his profession or because of his mother. Frankly I couldn't care less that he's the firstborn son of that bitch."

That confused Shining, since he always assumed those were the reasons Crush didn't trust him. "Then why-?"

Crush sighed, before reaching into his desk. "I have some friends who work in certain government offices. Some of them owed me a few favors. So when he first showed up, I asked around about him. You know, make sure he wasn't cut from the same cloth as his mother. This is what they dug up."

He placed a large blue folder on the desk with Pharynx's name on it, as well as a very familiar emblem on it: an eagle held within a circle. Seeing Crush motioning him to open it, Shining did so.

And what he saw shocked him. "You've gotta be kidding me."


The girls had spent the past hour talking about magic or their previous adventures, in between drinking their milkshakes or eating their sugary snacks.

Or in Pinkie's case, devouring them.

"How you can eat like that and not get diabetes is beyond me," Human Twilight asked.

Pony Twilight rolled her eyes. "Please. The Pinkie Pie from Equestria eats five times the amount she does and not only does she not get diabetes, but she doesn't gain any weight from it. It's mind-boggling."

"Really? I figured with you guys having magic you could just cast a spell and it would just disappear."

"If only that were true," she replied, taking a sip from her milkshake.

Rarity then asked Human Twilight "So, what do you think about Flash Sentry?"

A bit surprised at her question, she replied "He's a nice guy. He's smart, funny-" Realization came over her, causing her to blush before she glared at the smiling girl. "Very funny. We're just friends."

"Oh darling, that's how it always starts."

"Please stop."

Rainbow chuckled and said "Come on, you can't tell me you're not the tiniest bit interested in him."

"What is it with everyone thinking that a boy and a girl can't be happy being 'just friends?'" She sighed and continued "Even if I was interested in him romantically, WHICH I'M NOT**, I'd rather not take that chance."

"Never had a boyfriend before," Applejack asked.

"Try never had a friend before."

Silence reigned for a minute, before Fluttershy said "Oh. Um, sorry."

Human Twilight replied "It's fine."

"I heard that Crystal Prep Academy wasn't a friendly place, but I never figured it was that bad," Pinkie stated.

"Well when you got a principal like Abacus Cinch who's constantly pushing you to meet her unbearably high standards of being 'the best', and you're an intellectually gifted girl in a school that cares more about sporting events rather than academic competitions, they tend to write you off as just another nerd to be ignored."

"I don't think we ever had to worry about that," Twilight said, looking at Sunset. "Being ignored because we were smart."

Sunset rolled her eyes. "You forget, we were the personal students of the Princess. Everypony would throw themselves at us in the off chance of getting to see her. Plus back then, we both thought friendship was a waste of time. It took you and the girls blasting me with a rainbow to get me to open my eyes-"

"-and I was so focused on my studies that it took the end of the world to get me to make friends." Everyone looked at Pony Twilight with shock at that, who quickly added "True story. Fortunately, we managed to fix it. Still a pretty close call though."

"You know, I never would've guessed that seeing as how ya helped us get our friendship back together like a pro," Applejack said.

"Well it's true."

"Anyway," Human Twilight said. "Flash was my first friend, Thorax being the second. Which makes them my only friends. The last thing I want to do is screw that up, because then he may not want to be my friend anymore. And since Thorax is his best friend he may not want to be friends with me because he'd feel he's betraying Flash. And then I'd go back to being that girl who locks herself in her lab after school working on machines while trying to ignored the soul-crushing loneliness of being a social outcast." She shivered before adding "I really don't want to go back to that."

Everyone could understand that, but none more so than Pony Twilight. Just hearing her counterpart pour her soul out to them like that made her remember how she felt after Discord turned her friends into their opposites. "Soul-crushing loneliness" a pretty accurate description.

Plus, hearing her go on about how the whole thing would spiral out in a domino effect definitely sold her on this being her human counterpart.

Wisely deciding to change the subject, Pony Twilight asked "So, what did Flash's aunt need help with?"

"She volunteers at the F.E.A.S.T. shelter," Human Twilight replied, pulling a flyer for it out of her backpack and handing it to her counterpart. "A millionaire named Martin Li started it a few years back. The acronym stands for Food. Emergency Aid. Shelter. Training. It's this homeless shelter that also offers medical attention and career training for the less fortunate. His Aunt started volunteering there after his Uncle..."

She let the sentence hang off, but all the girls understood. Even Pony Twilight, who didn't know about Flash's family but was smart enough to pick up on the context clues. She continued "His Aunt's actually good friends with Martin Li."

Sunset smirked. "So his Aunt's friends with a millionaire and he's got an internship at a company run by the billionaire who helps fund the Avengers. I'm starting to notice a trend here."

"Who are the Avengers?"

Everyone's jaws dropped and they gasped as they turned to Pony Twilight, clearly shocked at her question. "Sugarcube, you ain't ever heard of them?"

"Should I?"

That earned another gasp before Pinkie Pie exclaimed "They're only Earth's Mightiest Heroes! They've saved the world from terrorist organizations, alien invasions, evil robots! How could you not have heard of them when you came over?"

"Maybe because the first time I was only here for three days? And the second time I was only here for a week? And both times I had more pressing matters and these Avengers were nowhere to be found."

"Good point."

Human Twilight asked "So, you've never heard of Tony Stark, AKA Iron Man?"

"Nope."

"Captain America?"

"Can't say I have."

"What about Thor? Hawkeye? Black Widow? The Hulk?"

"No, no, no, and really? There's actually a superhero named that?" She rolled her eyes and said "Look, I've been in the human world a grand total of ten days, give or take a few hours. I barely have a grasp on your world's history, other than the fact that you guys have had more wars and political problems than Equestria ever has."

Human Twilight shook her head in disbelief. "Okay, we're fixing this now."

She reached into her backpack, pulling out a purple and silver laptop with a purple six point star on it. Booting it up she said "I have a collection of archived information, footage, and interviews on each of the Avengers and the events that they've been part of." Seeing the look on the girls' faces she said "I have a lot of free time." Turning the screen to face her counterpart and the girls, she added "Let the age of enlightenment begin."

"Can I have something to-" Almost immediately Human Twilight held out a notebook and pen in front of Pony Twilight's face, which she took eagerly. "You're like the twin sister I never knew I wanted."

Human Twilight smiled. "Likewise. Shall we begin?"

"Hold on!" Pinkie Pie immediately pulled a bucket of popcorn from... somewhere. "Okay, go!"

Human Twilight blinked, before pressing PLAY.


Thorax placed the last crate of vegetables down on the stack and said "Okay, that's all folks." Wiping the sweat off his brow he looked at Flash, who was carrying two of them, and added "You know, sometimes I envy you having super-strength while I'm stuck with normal strength."

Placing the crates where they needed to go, Flash replied "You can get this strong too. Push ups, sit ups, and plenty of juice."

"You need to stop watching DBZ Abridged all the time."

"I can't help it, it's too quotable."

A laugh got their attention, and they looked to see Aunt May standing in the doorway with a smile. "Thanks for your help, boys."

"It's no problem, Aunt May." Flash then asked "So, what happened to the guys who usually did this?"

She shook her head sadly. "One got sick and the other got on an accident on one of those dreadful motorcycles. Fortunately he was wearing his helmet."

Thorax winced. "It's times like this I'm thankful Pharynx drives that piece of crap Volkswagen Beetle. Even if that think does have three tons of rust on it."

"Yeah." Looking back at Aunt May Flash asked "Need any help with anything else?"

She shook her head. "No. You boys are free to go have fun. Oh, there's some sodas in the kitchen if you two want any."

"Like you have to ask," Thorax replied.

A couple minutes later the boys were standing on the second floor of the building, looking at the main housing room where most of the people were. Row upon row of bunk beds were lined up, with tables for the people to eat at or do various things. The one thing all the people had in common were their secondhand clothes or the downtrodden looks on their faces. Though there were a few happy or relieved faces among them, which made Flash feel better. "It's nice to see that these people are getting the help they need," Flash said.

Thorax nodded, sipping his Coke-Cola. "Yeah. It's too bad that Spider-Man can't help with that. Outside of pointing them in the right direction of these shelters."

"And making sure they don't get mugged or stabbed on the way there."

"That too. Uh, Flash?" He pointed down towards one of the bunks. "Call me crazy, but does she look familiar to you?"

Looking in the direction he was pointing, Flash saw a young girl of about twelve, with purple eyes and purple hair. On the table in front of her was a beat up scooter, which she was currently replacing the wheels on.

"You're not crazy," Flash replied. "But what's Scootaloo doing here?"

"Judging by the fact that her backpack's hanging on the corner of the top bunk, I'd say she lives here."

"I'm pretty sure child services would take issue with that, seeing as how last I heard she does have A parent. But still, let's go ask."


Scootaloo spun the new wheel on her scooter, making sure it didn't wobble or come lose. Satisfied, she put the scooter down beside her-

-and saw Flash Sentry and Thorax Beetle standing right there. Sighing in resignation, she said "Well, this figures."

"Good to see you too, Scoots," Flash replied, sitting at the table. "Now, I'm no expert, but I'm pretty sure you're not homeless. So, what exactly are you doing here?"

She racked her brain for an excuse, but none came to mind. None that were believable anyway. So finally she said "Promise not to tell anyone else."

"Including Rainbow Dash."

"Especially Rainbow Dash!" Seeing them nod in agreement, Scootaloo explained "My mom, hasn't really been the same since dad left. She's been going out and... well, sometimes she doesn't come back for days."

"Ouch."

"And while occasionally she'll remember to leave the door unlocked since I don't have a key, more often than not she forgets to."

"So you come here," Flash figured.

She shrugged. "These people don't judge. Plus, they don't mind giving food and a bed to a kid who's technically not homeless. By the way, your Aunt is a really good cook, Flash."

"Tell me something I don't know." Looking at Scootaloo and noticing a slight twinge in her right arm, he asked "Your mom, she hasn't done anything else to you besides locking you out, has she?"

Almost immediately Scootaloo shook her head. "Nope."

Neither Flash nor Thorax bought that for a minute, but they didn't want to push. "Well, sorry to hear about your mother. If there's anything-"

"I'm fine guys," she said unconvincingly. "Really. Mom just needs some time to cope, you know. I'm sure she'll be better soon."

Both nodding, they got up and said their good byes. Once they were out of earshot, Thorax said "She's lying."

"Technically she's only telling half the truth. But yeah, I know."

"What are we gonna do?"

Flash sighed. "Unfortunately, unless Scootaloo comes out about it or we happen to see it happen, we can't do anything."

"Our wall-crawling friend can't help?"

"Unless it's a warehouse filled with drugs, weapons, or bad guys, he doesn't do B&E. Especially without probable cause or evidence."

"Well, were not we're not just going to do nothing. Are we?"

Flash shook his head. "No, we aren't."


Once Flash and Thorax were gone, Scootaloo sighed and pulled out her slightly cracked but still working smartphone. She pulled up a picture, showing her and a man with hair similar to hers, but with brown eyes. A small tear fell from her eye as she whispered "Why didn't you take me with you, dad?"

Subconsciously she rubbed her right arm, wincing when she felt the still healing bruise. Damn beer bottles she mentally cursed.


The sun was beginning to lower by the time the girls gathered around the portal, ready to say good-bye to Pony Twilight. She looked at her counterpart and said "It was nice meeting you."

Human Twilight nodded, smiling. "Likewise. We should do this again sometime."

"Definitely."

Once everyone said good-bye and Pony Twilight passed through the portal, Rarity said "Well I must be going. Sweetie Belle wants me to help her with her homework." Shaking Human Twilight's hand she said "It was nice meeting you, darling. If you're ever in the need of a fabulous outfit, don't be afraid to ask."

Applejack nodded. "Yeah. I gotta help Granny with some deliveries. Later y'all."

"I need to feed the animals at the shelter," Fluttershy added.

They soon all said their good-byes, leaving Sunset and Human Twilight as the last ones. Finally, Sunset asked "So, did you get all the answers you were looking for?"

Human Twilight made a 'so-so' gesture with her hand. "Sort of. But I also have a bunch more questions. Like, is this portal the only one there is? Are there other gaps or gateways that let magic into this world? And, are those Sirens the only threats from Equestria this Starswirl pony sent here to our world?"

Sunset honestly couldn't answer her on that. So she simply replied "I don't know. Most of Starswirl's published works are on magical formulas, magical theory, and spellcraft. If he did have any notes on the sirens or any other potential magical threats he banished to this world, then they've either never been found or they're locked in some secret archive that I've never seen."

"Well, do you think the Sirens are the only ones?"

That got Sunset thinking, before she replied "I hope so."

As they parted ways she mentally added But knowing my horrible luck? I doubt it.


Abacus Cinch smiled as the man she wanted to talk to sat down at the table. "So Mister Osborn; shall we talk business?"

Author's Note:

* Before anyone comes after me with torches and pitchforks, I just want to point out that I do not hate Rainbow Dash in any way, shape, or form. She's one of my Top 10 favorite characters, and that will never change. I am merely pointing out a flaw in her character that I've noticed throughout the years.

** :ajsmug: Denial isn't just a river in Egypt, Sci-Twi.

So, I'm calling this an interlude rather than a full-on chapter, because to be honest this bit is more about taking a break from the Spider-Man stuff and just let the characters breathe a little. But it's not filler, because if it were you could just skip over it and not miss out on anything.

To those of you who are reading the part where Pony Twilight says she didn't know who the Avengers were and thinking it was unrealistic, I'd like to point out that in the first Equestria Girls she was busy trying to get her crown back, and in Rainbow Rocks she was busy trying to stop the Sirens. I doubt she'd be watching the news or be anywhere that involves the Avengers at those times. Plus she has little to no experience with human technology, so I doubt she'd just look up footage on Youtube.

Also, thanks to everyone who voted in the comments on Flashback 3. The results are in.

Scorpion: 8 votes
Electro: 3 votes

So get ready for the next chapter, because Spider-Man's about to find out he's not the only super-arachnid in New York City. Granted he's the only GOOD super-arachnid in NYC but the point still stands.

And now if you'll excuse me, I need to go run and hide before the angry mob of Scootaloo fans come after me with torches and pitchforks for what I did to her in this story. Equestrian Defender, out!