• Published 9th Oct 2018
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Equestria Girls/Spider-man Book 1: Amazing - Equestrian Defender



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

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Chapter 8: Sting Of The Scorpion

Norman Osborn was a lot of things: a good businessman, a brilliant scientist, and a real charmer when he was onstage.

But as he stood in the secret lab in his penthouse, all he could think about was the one thing he had failed at. The one failure that he had never managed to move past.

His failure to save his wife from the unknown disease that killed her.

The same disease that now threatened to kill his only son.

He sighed, placing a hand on the glass tank filled with green liquid. Within it, with several IV tubes and one that allowed him to breathe, was the comatose form of Harry Osborn. Ever since he had been put under in an attempt to slow the progression of the virus, Norman had his medical R&D Department pouring everything they had into finding a cure.

And in the six weeks since there'd been almost no progress. The only thing they found so far was GR-27, codenamed Devil's Breath. With enough development it could become not only a cure for the virus that that had stricken Harry, but it could potentially be the cure for everything. Cancer, Ebola, Malaria; every horrible disease or poison the world had ever known would be gone.

The problem was that as it was now, GR-27 would more than likely kill Harry as opposed to cure him. The formula worked in that it attacked the cells that made the diseases, but it wasn't able to differentiate between them and normal healthy human cells and would attack indiscriminately, more often than not killing the subject. As it were they'd gone through about fifty lab rats and none had survived too long after exposure. The longest one of the subjected lab rats had lasted had been about a month and a half before it started deteriorating. His head researcher said it would be several years before Devil's Breath would be ready.

Unfortunately, for all they knew, Harry might not have that much time. The stasis was only meant as a temporary measure; it wouldn't last long term. Meaning as every day passed, Harry was inching closer and closer to death.

Then Abacus Cinch, a woman he and his friend Alistair Smythe both despised, came to him with an offer that seemed way to good to be true.

But the data and evidence she showed them, it was all real.

And as much as he hated her and how much he really didn't want to take her deal (especially after she revealed she was the one who was ultimately behind the tech thefts. Bitch.) sadly it was the best offer and the best chance they had.

Or rather, the best chance Harry had.

Looking at his son, he said "I already lost your mother. I'll be damned if I lose you too, Harry." Pulling out the burner phone he had received, he dialed the number. When the person he was calling picked up, he said "Alright, Abacus. You've got a deal."

"Good," she replied, Osborn practically seeing the smug look on her face. "I'll send you a list of the things I'll be needing. I don't suppose you have any abandoned facilities I could 'borrow' for my project?"

"I'll see what I can do. But I want to make two things crystal clear right now. One; this can in no way, shape or form be traced back to me."

"It won't be, Norman. Any of your tech that I have was stolen, and all our conversations are by burner phone and by other means that can't be traced. If they say we've been seeing each other, you can just play the 'catching up with an old colleague' card."

He grimaced. Abacus was one of the last people he would EVER call a colleague."See to it that it stays that way. And second, I'm only doing this because of my son. When all is said and done, you'd better hold up your end of the bargain."

"And I will. Have I ever made a deal and not held up my end of it?"

Osborn rolled his eyes. "I think you know the answer to that."

"Fair enough. Oh, and as for the other thing I need, I already have three candidates in mind. All of them have an axe to grind with that wall-crawling do-gooder, so they shouldn't be too hard to convince. They'll be the perfect attack dogs.

'All we need to do is give them their teeth."


-Wednesday April 4th, 2019-*

Fluttershy looked at her phone at the photos Flash had emailed them for the Spidey-Blog. "These are very good, Flash." Seeing a picture of Spider-Man waving at the camera she giggled. "Oh, that's a good one. Thank you so much."

Flash chuckled and replied "You're welcome, Fluttershy. How's the blog doing?"

"Oh, it's doing very well. We've gotten more subscribers since Spider-Man took down Vulture, and more and more people are starting to believe he's a hero."

"Jameson probably doesn't like that."

She shook her head. "But he can't do anything. Freedom of Speech. Sadly because of that, that big dumb meanie's free to slander Spider-Man all over New York." The bell rang at that moment, and she said "Well, I gotta get to Biology. Thanks again, Flash."

"No problem, Fluttershy."

As he walked down the hallway he sighed.

It had been roughly six days since he took down Vulture, and in that time he and the rest of Team Spider had looked into this Bishop that Toomes had referred to. Sadly, they'd come up with nothing aside from some entries about the church position and the chess pieces. It was frustrating to no end.

He was tempted to ask Tony for help, but he didn't want to constantly ask him for help when he came across a problem. Like he told Tony, he didn't want him to hold his hand.

Feeling his phone buzz he pulled it out to see it was a text from Twilight. Sorry I won't be in today. Internship.

It's fine, Twi. I think Thorax and I can handle one day without you being in the lab.

You think?

Well I'm pretty sure Thorax will probably go crazy without your company in the cave.

LOL. He probably would.

Anyway, if something does come up and we need you're help we'll call you or shoot you a text. Okay?

Okay. Just be careful out there.

Twilight, I'm a superhero. When have I ever not been careful?

-_-

Good point. See you tomorrow.

See you.

He smirked as he pocketed his phone. "Sometimes I think she worries about me too much."


In a secret lab somewhere in a seedier part of the city, Abacus Cinch stood in front of a man strapped to a table. The man was roughly five foot six, bald with brown eyes, and had a tattoo of a scorpion on his right shoulder. Looking at the clipboard in her hand, she read "Mac Gargan. Former member of the now defunct Scorpion Cartel as one of their best hit-men."

"I prefer the term 'fixer', miss-," Gargan began.

"My name is not important, Mister Gargan," she immediately replied. "Your sentence is very damning; life in prison with no chance of parole. Assuming none of your rivals get to you first and kills you unceremoniously, you would no doubt waste away in that prison." She smirked. "Fortunately, I have a job offer for you. One I think you'll be more than happy to accept."

"Sure as hell beats going back to that hellhole your broke me out of. Still I gotta ask, what's the job?

"Straight to the point. I like that." Looking at him she said "I want you to kill Spider-Man."

At the mention of him, Gargan's hands clenched into fists. "You mean the sonofabitch that locked me in the pen?"

She nodded. "It won't be easy. Obviously you've fought him before and that didn't go so well."

"What do you expect? I'm just a man, he's got superpowers."

She smiled, before holding up a clear glass tube filled with a sickly green and yellow liquid. "What if I told you that I can give you the power to kill him?"

"How the hell can you do that?"

"Cross-Species Genetics. I'll spare you the specifics but basically this liquid I will inject you with will give you abilities that are similar, yet different, to that wall-crawling annoyance. Specifically, you'll be given abilities similar to that of a scorpion, which are the natural predators of certain spiders."

At that explanation, Gargan smiled. "Lady, I like the way you think. But it's gonna take more than just some scorpion blood to take down that bastard."

"Don't worry, Mister Gargan. I have something else that should give you an... unfair advantage. But I assume that means you're accepting the offer?"

"Just one second, lady." Gargan looked up at her and continued "The powers seem good and all, but at the end of the day I'm still a wanted man. Me squashing the spider ain't gonna change that."

"I'm aware of that. Which is why I'm also willing to wipe your records clean so the police won't have any reason to pursue you, as well as pay you a substantial sum of money. Say, five million?"

"Ten millon."

"Seven and a half. Final offer."

Gargan couldn't stop from grinning. "Deal."

Smiling, she loaded the tube into an injector. "I should warn you that while this formula won't kill you, the process will be... excruciating."

"Hey no pain, no gain."

Jabbing the needle into his arm and injecting the contents into his bloodstream, watching the veins in his arm start to turn green. "I hope you'll still be thinking that once the formula takes effect. The screaming usually starts about a minute after injection."

Taking her equipment she walked out of the lab, and just before the door closed behind her she could hear Gargan begin to scream in pain. A smile graced her lips as she looked to the man beside her, who was watching Gargan's vitals on the monitor in front of him while simultaneously watching Gargan scream and writhe while trying to tear free of the restraints.

The scientist watching Gargan was four foot nine, a bit on the portly side with short brown hair and brown eyes hidden behind a pair of safety glasses. He was wearing a bleached white lab coat with the words Dr. Octavius on them, brown pants and brown dress shoes. But what stood out the most was the metal harness around his waist, from which were four large metal tendrils that each ended in four pronged claws. Each one was doing a task, one was pouring coffee into a mug held by another, while one was writing down notes while the other held the clip board. The man himself was simply moving his fingers over the keyboard, switching between the various sensors and the parts of Gargan they were focused on.

Barely sparing a glance at Abacus he said "It's working. The scorpion DNA is beginning to take effect."

"I certainly hope so." Looking at Gargan's continual writhing and screaming, she asked "Out of scientific curiosity, what particular scorpion DNA did you use?"

"Leiurus quinquestriatus," he replied.

"The Deathstalker. Classy. What abilities can we expect?"

Looking at the computer, Octavius said "His muscular structure is being reshaped, increasing his muscle mass while simultaneously his bone structure is becoming denser, both of which should give him the strength to match and exceed Spider-Man."

"Good to start. What else?"

"Enhanced reflexes, agility, and speed; which shall serve him well for when we send him on the hunt."

Abacus smirked, before noticing one of the tentacles holding out a mug for her. Taking it she said "Thank you. I must say those extra limbs of yours come in quite handy."

"Yes, well credit where credit is due, your idea of a neural-link microchip does allow me to use all four arms to do multiple tasks, while freeing my own hands," he held his two real hands and waggled his fingers "for stuff that requires my...personal touch."

"And I assume Gargan's suit will use the same kind of microchip?"

"But of course. And I made sure to make the modifications like you asked, including the weapons. When all is said and done, Mac Gargan will be the perfect spider hunter."

Looking over the schematics she pointed to one part and gleefully said "Let's see Spider-Man try and fight him now."


Crystal Prep Academy was arguably the strictest high school in New York City. You got to class on time, you follow all the rules to a 'T', and you wouldn't have any problems. Fail any one of those and you would find yourself having a rather unpleasant conversation with the principal, Abacus Cinch; a woman who pretty much embodied the concept of "punish first, ask questions later." But she got results; grades never fell below a 90% average and the school was top rated and well funded, having won several accolades and awards on top of the numerous trophies won by the sports teams.

And a few that Twilight had won in academic competitions, not that many (read: any) of the students cared.

Yeah, friends in CPA were hard to come by. Mainly because most of the students hated each other for one reason or another. Sometimes it came from family issues; a divorce here, an overbearing or abusive parent there. Other times it came from a parent's occupation. Once in a while there would be a student who had a family member who was a police officer, lawyer, or judge who put the family member of another student behind bars. Whatever the reason may be, looking for a friend in CPA was the equivalent of looking for an ice cube in the Sahara Desert; unlikely to happen and would probably kill you if you tried.

So it was to no surprise that nobody said good bye to Twilight Sparkle as she opened her locker and pulled out the bag that had her Oscorp ID Badge and her lab coat. Slinging it over her shoulder she turned to leave before she heard her phone go off. Seeing who it was she answered "Hey Spike."

"Hey Twi," Spike replied.

"So, how was your first day at Canterlot Middle School?"

"Oh you know, the usual awkwardness of the first day-"

"-compounded with the awkwardness of being the new kid. Yeah, I know it all too well."

"Yeah. But on the plus side, I made some friends. Two boys named Gallus and Sandbar."

"That's great!"

"We're going to the arcade to play some games, so I might not be home when you do."

Twilight couldn't help but smile. "Alright. Just don't be out too late. And be sure you let Shining and Cadance know where you're going to be."

She could imagine him rolling his eyes as he replied "I know the rules, Twilight. And don't worry, I'll stay out of trouble."

"Just making sure you stay safe, little bro. Have fun!"

"No problem. Gallus bet me ten bucks that he can beat my high score at Sky-Bolt."

Giggling, Twilight replied "He better be ready to hand over the ten bucks. Love ya Spike."

"Love you too, sis."

Pocketing her phone she smiled, feeling very happy for her little brother.

But she was also hoping his friends wouldn't freak out if they ever find out, or if Spike ever revealed, THAT particular secret.

Looking at the time on her watch she pushed the thought to the back of her mind, convincing herself that Spike would be alright. For now though, I gotta catch the bus to the Research Center. Don't wanna be late.


"Yes Celestia, I will be there within the hour. Good-Bye." Hanging up her phone Cinch did her best to hold back the angry growl that was building up in her throat. God I hate that woman.

Deciding to focus on more enjoyable things, Cinch looked at the unconscious form of Mac Gargan in front of her, looking much more muscular than before and the largest majority of his visible veins now green. His fingernails had grown about an inch, curving like claws and dark green. His eyes flashed open, revealing that sometime during his transformation his irises and pupils had turned a uniform shade of pale yellow-green. He greedily drank in air, before looking at Cinch. "Damn. You weren't kidding when you said that stuff was gonna hurt."

She smirked. "Well, the results clearly speak for themselves. We've ran through the scans; you'll now be able to match him in combat. But just to really make sure you'll do the job, we're giving you this."

As she wheeled in a large metal table with a white sheet draped over something, she pulled it off to reveal...

Gargan grinned. "Hell. Fucking. Yeah."


At the lair Flash and Thorax were discussing the possible theories as to Bishop's identity when one of the computers gave off an alert. Thorax immediately brought it up, showing live news footage. "-still no word of who or what it is, but it seems to be some sort of... giant scorpion monster rampaging through Little Italy!"

"A giant scorpion monster," Flash asked. "Thorax?"

"Already on it," Thorax replied while pulling up CCTV footage from Chinatown. On the footage they saw a humanoid figure standing roughly seven feet tall wearing metallic green armor and a green helmet partially modeled after a scorpion's head that kept his face under his eyes exposed. On a closer look they saw that it was a man, though they couldn't tell who it was from the footage. Whoever the man was he clearly had enhanced strength, as he tore a vending machine out of the ground and crushed with his hands bare hands like it was a soda can.

But what seriously surprised them was the very long and very articulated tail attached to the suit, modeled after a scorpion if the sharpened spike at the end was anything to go by. It was clearly well made too, as the man brought the tail down on a car and crushed it, stabbed it with the spike, and then flung it into a building as if it weighed nothing.

Seeing this, Thorax said "So not so much a monster, as a man in a scorpion-themed battle-suit."

Flash had already put on his suit, making sure he had a few extra web fluid cartridges in his belt and some of Twilight's Spider-Tracers. "Well, let's hope he's not one of the poisonous kind."

"Knowing our luck, he probably is." As Thorax turned back to his computer he asked "Should I let Twilight know?"

"I'm sure she's already seen it on the news," Flash replied, pulling on his mask. "Besides, if she's busy with something at her internship I don't want her to have to drop everything and risk losing it just to help us."

"So, only call her if it's an extreme emergency?"

"Hopefully it won't come to that. I mean, how tough can he be?"


As he arrived on the scene, Spider-Man saw the trail of destruction left by his newest enemy, but the scorpion-man was nowhere to be found. "Jeez, this guy really went to town."

Hearing his comm buzz, he heard Thorax say "Look's like Scorpion decided to go topside, heading east."

"I'd say something about the name, but honestly it's too fitting."

Swinging east, he saw the green armored figure jumping off a roof and latch onto the side of a building. "HEY! Wall-crawling's my shtick! You start spinning webs and I'll sue!"

That got his attention, making him turn around to see Spider-Man. "Well, look who finally decided to show up," he growled.

Recognizing his voice, Spider-Man said "Mac Gargan. What the hell are you doing out of Rykers? And where the hell did you get that suit?"

"A gift from the lady who helped bust me out," he replied, his tail rearing up behind him. "She gave it to me, along with the promise of a clean record and a lot of money if I do this job."

"And what job is that?"

At that moment a few plates shifted at his tail, just above the spike, and a large barrel extended out.

"Serving her your head on a silver platter!"

His Spider-Sense immediately went off and he jumped out of the way, just as a large glob of a sickly green liquid shot out of the nozzle and struck where Spider-Man had just been perched. There was a sizzling sound similar to bacon or sausage cooking in a greasy skillet, and when he looked down he saw the green liquid starting to dissolve the masonry and metal that it touched. "Acid. Of course."

Spinning around he shot a web line at Scorpion, only for him to swiftly grab it and yanking him towards him. He stabbed his tail toward him but Spider-Man quickly flipped over it and shot two Impact Webs at Gargan's hands and the end of the tail, sticking all three targets to the wall. Landing on the roof of the building he looked down and asked "So, did you take the job just for the money, or are you still mad that I webbed you to the side of that building and got you arrested the first time?"

"What do you think, you idiot?!"

And with that Scorpion tore free of the thick layers of webbing, his tail lashing out and slamming into Spider-Man's side and sending him flying off the roof and down onto a car below, the roof caving in under him as he slammed into it. "Owowowow," he grumbled, pulling himself out of it. "That tail really packs a punch."

"It clocked in at about 90 miles per hour," Thorax said. "And your scanners are showing that- MOVE!!"

Not questioning him Spider-Man jumped out of the way as Scorpion came crashing down onto the pavement, dodging Scorpion's feet and fists.

But sadly he didn't dodge the follow-up of Scorpion's tail, the spike nicking his arm and sending a shot of pain through it. Jumping back to gain some distance, he shot out an Electric Web and nailed his tail. Electricity coursed through the tail up to Scorpion's neck, causing him to spasm and shake and his tail to move erratically. Spider-Man followed this up by surging forward and attacking Scorpion's exposed face, striking him with several powerful punches. He knew better than to try and punch his suit, as it was more than likely reinforced similar to Shocker and Vulture's suits.

Sadly the electrical charge faded, allowing Scorpion to regain control of himself and block his next punch. "Not bad, Webhead. But guess what?"

Before Spider-Man could reply Scorpion nailed him in the stomach with three powerful punches that knocked the wind out of him. He then followed this up by wrapping his tail around Spider-Man's waist and squeezing him tight, before picking him up and flinging him into the building on the opposite end of the street. As he fell to the ground, Scorpion slowly walked towards him, and finished "You ain't the only one with superpowers this time."

Groaning, Spider-Man managed to get back on his feet and replied "Yeah, I noticed. Gotta ask though, how'd you get them? Cause I seriously doubt there was an ad on Craigslist for- URK!"

The cut off of his sentence was caused by Scorpion wrapping his tail around Spider-Man's neck, lifting him up until they were face to face. Spider-Man managed to stick his hands to his tail, pulling himself up to at least somewhat be able to breathe. Scorpion smirked and replied "You know, when I was lying in that cell in Rykers that you put me in, I fantasized of how I would kill you when I got out. And I can safely say, it's just as satisfying in real life."

Struggling to get air and desperate for a way out of his current predicament, out of the corner of his eye he saw a mailbox. Aiming carefully he snagged it with a web line and said "You've got mail!"

With a quick pull he yanked the mailbox off of the street and into the air towards Scorpion. With his tail around Spider-Man's neck and his attention focused solely on him, Scorpion wasn't able to react in time as the mailbox smashed into the side of his head, sending him to the ground while also causing him to loosen up his tail and letting him escape.

But as he landed, he saw Scorpion get up, his smirk now stretching into a full on grin that sent chills up his spine. Or maybe it was his Spider-Sense.

Because when a villain was smiling or laughing, it usually wasn't good news for the hero. "Please tell me you're smiling because you thought my quip was clever and/or funny."

"I don't think any villain think's your comedy material's funny," Scorpion replied. "I'm smiling because you're already dead." To emphasize his point he pointed the spike on his tail straight down, and from it dropped a few drops of a dark green liquid. Looking at the wound on his arm he saw a tear in his suit that left a shallow cut, and that same cut had the same liquid around it but now slightly dried. "I don't know what the mix is, but the lady said once I get some in you, you've already got one foot in the grave."

The moment he said Spider-Man felt the world begin to sway, his hearing seeming to cut out for a minute before he grabbed onto a light pole to steady himself and holding back a slight amount of nausea. "That's... cheating," he weakly grumbled.

Gargan laughed at that. "This ain't second grade, moron. This is the real world, where everyone will do anything and everything to win."

Chuckling weakly, he replied "Like this."

Before Scorpion could react he fired an Electric Web, nailing him right on his helmet.

And as he was stuck spasming and blinded, Spider-Man used that moment to escape, web-zipping away.

Once he was a good enough distance away, he stopped and got on the comms. "Thorax, what's the suit say?"


"Your vitals are weakening but it's slow. It looks like your spider-DNA is trying to fight the poison. Should buy you some time."

"That's some good news. Hold on a sec."

The camera feed on Thorax's laptop showed Spider-Man holding up two fingers that now had the poison on them, the lenses automatically analyzing it. Thorax read "Ovatoxin-A mixed with Baeocystin. I don't know what the hell this stuff is but it doesn't sound good."

"It's not."

Thorax turned around to see Twilight walking in, putting her backpack down on her work table. "I thought you had your internship?"

"I got out early." Looking at the screen she continued "That mixture is a hallucinogenic neurotoxin that makes the brain create nightmares that your body will think are real. All that, while the poison slowly disables your nervous system before eventually shutting down your brain and organs." Moving over to the medical supplies in the room, she looked over the list and continued "I can synthesize an antidote here, but I need you to get back to base and fast."

"But Scorpion-"

"-will more than likely kill you when the poison makes it so you can't tell reality from your nightmares and you're barely able to move. Get back here Flash. NOW."

"Got it," he replied, sounding a little scared.

As she walked over to the medical supplies, Thorax muttered "Remind me never to piss you off."

"Shut up and make sure he doesn't get lost in dreamland. I swear, I leave you guys for one day. ONE DAY!" She quickly pulled out a vial and carefully measured a few drops and placed them in a separate tube. She repeated it with a different liquid before capping it and putting it in a mixer.

"So, what exactly are you mixing," Thorax asked.

"An extract from an Eclipta Alba flower, which is a natural steroid. I am mixing it with a synthetic atropine developed by Stark Industries Medical Division. Once it's done mixing I just need to inject it into Flash and he'll be fine."

"You're sure?"

She nodded. "I've mixed antidotes before when I was working with the scientists in Oscorp Medical. I know what I'm doing." Looking back at the computer screen she added "Admittedly, this is the first time I've had to make an antidote for a human. Mostly it's just been lab rats and small animals. But the antidote will work."

It has to work.


Spider-Man knew the poison was really getting to him when he started seeing the streets flood with what looked like Scorpion's acid. While he seriously doubted it was actually there he remembered that Twilight said his body would think it was real, so he decided not to take chances and kept to higher ground. All the while his arms and legs started to feel like lead and his vision was starting to fade in and out. And don't even get him started on the nausea. "Ugh. Please tell me that antidote's ready, guys," he slurred out.

"It'll be ready by the time you get here," Twilight replied.

"How you holding up, Flash," Thorax asked.

"I'm seeing the streets of New York flooded with acid."

Twilight quickly replied"You're hallucinating. The acid's not really there."

"My legs and arms are heavy, and I feel like I'm gonna hurl."

"Well you're almost here," Thorax said encouragingly. "And the antidote just got done cooking, so hopefully soon that won't be a problem."

"Fingers crossed."

Landing on the roof of the base he slid in through an open window and opened the elevator, and just managed to get inside and hit the button down before his legs gave out on him, barely able to hear the panicking voices of Thorax and Twilight as his vision darkened.

He dimly remembered seeing the elevator door open and Twilight rushing at him with a syringe before he blacked out...


After he had recovered from Spider-Man's sneak attack, Scorpion had fled the scene to evade the cops, hiding in an abandoned subway tunnel. Safe from the cops he exited his suit and checked it over, thankful that the lady had briefed him on the suit and its functions before they sent him off. He did this because he seriously doubted Spider-Man was going to let the poison kill him. The little shit was just too stubborn to die. And if Gargan didn't kill him then he didn't get paid.

He was just about done making sure the tail was intact when he noticed something.

A small, out of place red dot.

Remembering that Spider-Man had tracked him and his crew back to their hideout with a small tracer, he figured this was a similar one that Spider-Man had managed to get onto his tail during their fight. "Clever little shit," he muttered. He was about to crush it in his hand when an idea began to form. "Oh, this is gonna be fun."


"Flash. Flash. FLASH!"

His eyes fluttered open, only to immediately shield them from the bright overhead lights. Grumbling, he managed to groan out "Five more minutes."

Twilight punched his arm and said "You've been passed out for over an hour."

His eyes snapped open at that. "An hour?"

She nodded and held up an empty syringe. "Fortunately for you, the antidote worked. Give it a few more minutes and you should be back up to full strength."

Sitting upright he saw Thorax working at his computer, checking through various CCTV feeds. Turning around he smiled and said "Well, look who finally woke up."

"A jolly good morning to you too, asshole." He then noticed something was off, before looking down at his bare chest to confirm it. "Uh, where's the top of my suit?"

Twilight blushed heavily. "Y-yeah, about that. Turns out the needle couldn't penetrate the suit's material. And I had to inject the antidote as close to your heart as I could for it to spread the fastest, so-"

"So you had to take it off," he finished. "Okay, that makes sense." Seeing Twilight's very red face he asked "Are you feeling okay?"

"You know it's funny how you were just fine with him being shirtless when he was poisoned," Thorax said. "But now that he's fine, apparently seeing him shirtless is..."

The words died in his mouth as Twilight fixed him with a super-deluxe death glare (which he would no be seeing in his nightmares tonight) so he wisely turned back to the computer and went back to checking the CCTV feeds. Turning back to Flash, now bearing a slight blush of his own, she said "Tony put a machine in here that can fix your suit. Right now it's taking care of that little tear Scorpion made."

"Good." Smiling he said "And, thanks for saving my life."

She giggled. "Well, I kinda owed you for saving me at the Research Center. So, I guess we're even."

"Definitely." Turning to Thorax he said "I put a Spider-Tracer on Scorpion's tail before I got out. Are you-"

"-tracking him? Yeah. He went down into an abandoned subway tunnel and stayed there for about an hour."

"Probably checking to make sure I didn't fry anything on his suit," Flash said, looking at the screen. "Which begs the question, how the hell did Mac Gargan get that suit, and those powers?"

"I'm still stuck on how that scumbag got out of Rykers," Thorax replied. "There hasn't been any reports of a breakout or missing prisoners."

"Unless someone very discreetly snuck him out with the sole purpose of giving him the powers and the suit so he could kill you," Twilight answered. "And I think we all know who that person probably was."

"Bishop?"

"Bishop."

Flash sighed. "Guess he or she's pissed that I put away Toomes and Mason." Turning to Thorax he added "Check into Rykers' systems. Once we take Gargan down they'll probably check all of their prisoners to make sure there's no other escapees. When they run that check, I wanna know if there's anymore guys I put away that got out."

"Can do."

"Also, did my lenses pick up any weakspots on this guy?"

Looking over her screen Twilight said "Not specifically. But I might have an idea on that. When you were scanning his tail it showed that it was receiving signals from something on the back of his neck."

"Which makes sense. His reaction time with it was way too fast for it to be remote controlled by someone else and way too... instinctual to be guided by an A.I."

"Well if you can, bring me whatever's left of that device. It might help clue us in on who Bishop is."

"Can do, Twilight."

Thorax's computer beeped. "Gargan's on the move. Looks like he's heading towards the docks in the Financial District."

Getting up off of the table, Flash asked "How soon until my suit's fixed?"


Half an hour later Spider-Man was surveying the warehouse from on top of a lamp post, thankful that Tony had weatherproofed the suit as it had begun to rain. "No sign of Gargan," he noted. "You guys got anything?"

"Nope. This warehouse hasn't been used in twenty years. CCTV feeds are nonexistent, any security that warehouse had are also down. The only thing that seems to be working that I can tap into are the lights," Thorax replied.

Twilight came on next, saying "Hate to be the bearer of bad news, but that tracer you put on Gargan's been in the exact same spot for the past thirty minutes. I'd say it's highly likely that he found the tracer when he was checking out his suit."

"But the CCTV feeds did catch him heading into the docks and he hasn't come back out. So he's not throwing you off his trail."

"Plus he's getting paid to kill me." Spider-Man sighed. "Which more than likely means-"

"-it's a trap," they all finished in unison.**

Thinking for a few minutes he eventually got an idea. "Hey Thorax, does he have the lights off in the warehouse?"

"Yeah. Why?"

"Remember two months back at our old Testing Ground, when you caused that power surge and made the light bulbs explode?"

"Yes, I remember."

"Why did you make the lights explode," Twilight asked.

"It was an accident! I was trying out my hacking skills after I tapped into the warehouse's lights. I was just trying to turn on the lights, but I entered the wrong program. I did turn them on, but I ended up causing a power surge. The bulbs couldn't take it, and Ka-Boom."

"So, you made a rookie mistake."

"Well, yeah. And it sucked, because it was a cloudy day so it was dark in the warehouse. The bulbs got so bright before they exploded that they... blinded us..."

"I see where this is going," Twilight said, no doubt smirking.

Smiling underneath his mask Spider-Man asked "Can you do it, Thorax?"

He heard Thorax laugh. "Already setting it up. Just say the word and we'll flashbang that S.O.B."

"Speaking of which, did you make that modification to my lenses Twi?"

"Yeah, I finished it yesterday before you went out on patrol."

"Thank you, Twilight. You are awesome."

"I know."

He heard Thorax snicker before he stated "You're blushing again." THUD! "OW!"

"Guys? Focus." I swear, sometimes it feel like I work with children.


Opening the skylight window, Spider-Man lowered himself down on a web line into the dark interior of the warehouse and looked around. "No sign of our poisonous friend yet," he whispered. He then bent down and picked up the discarded Spider Tracer. "But I found the tracer I put on him. Right out in the open."

His Spider-Sense went off and he looked up, immediately jumping out of the way from a glob of acid that shot down from above, melting the concrete right where he'd been standing. He looked up and saw Scorpion on the ceiling, aiming his tail at him. "Surprise, Spidey!"

He shot another acid glob at him, but Spider-Man web-zipped out of the way. He then promptly dodged Scorpion attempting to jump tackle him, and twisted out of the way of his stinger. "Sorry Scorpion! You're not poisoning me a second time."

Before Scorpion could retort Spider-Man jumped, using the tail as a stepping stone and front-flipping over him and getting a good view of his back.

And right where his neck met the base of his tail was a black and green disk, the green parts glowing like neon. Target acquired. Now for the plan.

As Scorpion charged at him he web-zipped to the ceiling, sticking there and looking down at the annoyed man. "Get down here and fight me like a man," he growled.

"No thanks," he replied. "I'm just waiting up here to activate my plan."

"Plan? What plan?"

"Well, allow me to ENLIGHTEN you!"

Hearing his cue, Thorax activated the program. "Let there be light."

The lights suddenly surged on, growing so bright within the span of a few seconds that they looked like miniature suns. The sudden brightness from the lights, which Mac Gargan was looking right up into thanks to Spider-Man, gave him no time for his eyes to adjust to the light and sent searing pain through them. While he was loudly, viciously cursing and rubbing his burning eyes, Spider-Man dropped down onto Scorpion's back, dodged his flailing tail, and grabbed the disk on his neck. "This looks important!"

With a swift yank, he tore the device from the suit and was rewarded with the tail shuddering before falling to the ground, limp and lifeless. Scorpion, his eyes now somewhat recovered, tried to move but the tail was a lot heavier and kept him mostly anchored to where he was. "DAMN IT!"

Webbing the device to a wall to grab later, Spider-Man said "Not so tough without your tail, are you?"

Scorpion glared before, to Spider-Man's surprise, the front of the suit split apart and Mac Gargan stepped out of the suit, revealing that he was wearing a skintight black mesh suit underneath it. He cracked his knuckles and said "I don't need that suit to kick your ass. What about you? You anything without your fancy gadgets?"

Spider-Man stood there for a moment, before pulling the web shooters off of his wrists and setting them on the ground. He then cracked his knuckles, made a 'come hither' gesture and replied "Let's find out."

Gargan charged forward, throwing a right hook at Spider-Man's face. He blocked it and threw his own punch, slamming Gargan in the chest and following up with a kick that sent him staggering. He pressed on the attack but Gargan ducked and punched him in the stomach followed by a strike to his jaw. Quickly recovering, Spidey stomped down on Gargan's foot and nailed him with multiple jabs to his chest. He then followed up with a roundhouse kick that nailed him right in the side of the head. This went on for a few moments as both took shots at each other, occasionally dodging each other's attacks when necessary.

But Gargan managed to get the drop on him, slamming him against a wall. He then wrapped his hand around Spider-Man's throat and lifted him into the air, choking him for a few seconds before slamming him down onto the ground WWE Style. Gargan then wrapped both hands around Spider-Man's neck with a crazed look in his eyes, and he said "Once you're dead, I'll find out who you are. Then, I'm gonna hunt down your friends and family. And I am gonna enjoy killing each, and every one of them."

That was the absolute worst thing to say, as a cold fury took over Spider-Man and he brought his foot up...

...right between Gargan's legs.

The immense pain forced Gargan to let go of Spider-Man's neck, who sat up and smashed his head into Gargan's chin, knocking him off of him. He then leaped forward and started punching and kicking Gargan relentlessly; breaking his nose, several of his ribs, and one of his arms. He finished it off with a powerful right uppercut, impacting against Gargan's jaw with a sickening CRACK!! Gargan was sent flying in the air, before crashing on the concrete. Fortunately, his mask's sensors showed he was still alive.

Granted Spider-Man had broken several of Gargan's ribs, his arm, his nose, and now his jaw was broken and missing a lot of his teeth.

Standing over his barely conscious body, Spider-Man said "Word of advice: NEVER. Threaten the people I care about."

Before Gargan could reply Spider-Man nailed him with one more punch, knocking him unconscious.


Shining Armor sighed as he looked at the report he just got from Rykers Island.

After they DNA matched Mac Gargan, they did a check off all the prisoners they had to see if there were anymore missing prisoners.

To their shock Gargan had been one of three who had somehow been swapped out with, of all things, robotic duplicates that looked, talked, and acted exactly like the people they were designed to look like. The exact details of how they got swapped out were unknown at this time, but needless to say it was definitely something to be concerned about. As it was Oscorp was now being called in to overhaul the security system and find any flaws or glitches and fix them.

But that still left two prisoners out and about, with Gargan having been the first to be brought back by Spider-Man.

"Penny for your thoughts, Lieutenant?"

Shining turned around to see Spider-Man, leaning against the side of the Precinct's security tower. Shining replied "Just got a report from Rykers. Three prisoners were somehow replaced with robotic duplicates."

"Yeah, I was actually coming to talk to you about that."

"I'm not even going to ask how you know about it," he grumbled. "And I take it you also know who they are?"

"Well, I already took care of Mac Gargan-"

"You sure did a number on him. Guy's gonna be in the infirmary for months."

"He threatened my friends and family. Anyway, that just leaves the other two: Flint Marko and Alex O'Hirn. And all three of them were some of the earliest guys I took down."

"I know, I was the one who made the official arrest on them. What I'm stuck on is how Gargan somehow got that suit, and apparently also got superpowers." Seeing Spider-Man fidget he asked "I take it you have a theory on that?"

Explaining to him their theory about Bishop being behind this, Spider-Man finished "We're analyzing that device we pulled off of his suit. Hopefully it'll clue us in on who they are and where the hell they're getting their tech."

"Well once you're done with it-"

"-I'll make sure to put it on your desk. Well, later Lieutenant."

As he swung out of sight, Shining sighed again. "Just what New York needs. MORE supervillains. I'm getting too old for this, and I'm only twenty four!

'And how the hell is he going to get that device on MY desk?"


Cinch sighed as she watched the news footage, seeing Gargan and the suit being loaded up by the police. "Well, that was not the outcome I was hoping for," she said. She then smiled. "But still, I got a lot done today."

She looked at the center of the complex she was in, revealing a large machine with several large cables, various wires, and tubes linked to a large tank big enough to fit a person in. The machine itself looked like a larger modified version of the Tachyon Prototype, a massive ring of metal with several cables and lights running along its length. The original Tachyon Prototype was placed inside of the ring near the ground. Lined along the outside of the ring were seventy of the still missing Energy Cores, no doubt to power the device.

Looking at a computer screen beside her, she said "It still needs some work, but it should be finished by the time the Friendship Games roll around by the end of May. Then I'll just need to get a missing ingredient and move forward with the plan."

She plugged a flashdrive into the computer, pulling up a file and revealing a circular device that looked like an amulet. The schematics showed a powerful energy scanner as well as storage room for said energy. She grinned. "And Miss Sparkle's research is going to help me with that."

Author's Note:

*Okay, so to help me keep track of the passage of time throughout the story, I will now be putting up the date storyverse-wise. Sorry if it seems stupid but it's mainly because I want to line up certain plot points within a certain time-frame, and I don't want to constantly pull out my notebook to remind myself. Plus it will help you, the reader, keep track of the passage of time. So, win-win all around.

**

That meme will never die.

So yeah, a lot of the events of this chapter involving Scorpion are borrowed from the 2018 Spider-Man PS4 Video Game, primarily the hallucination of the streets of New York flooded with acid and Harry Osborn dying from some unknown disease and Norman Osborn desperately trying to find a cure for him. I hope you guys liked my version of Mac Gargan Scorpion. And I hope nobody minds what I did with Norman Osborn in this fic.

We also get some hints at to what's going to happen during Friendship Games, as well as what she's using the tech she stole for. What does it all lead up to?

Keep reading to find out.