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The creator of the Spiders and Magic universe and concept. Yay, I guess??



This story is a sequel to Ultimate Spiders and Magic: Episode II "Rainbow Rocks"

A student’s X-gene activates, sending Canterlot High into yet another whirlwind of chaos. To make matters worse, several parties seem interested in her abilities. Spider-Man wants to help Eris amidst the chaos, but he has to find out who is trustworthy between SHIELD's Nick Fury and the X-Men's Wolverine… all while trying not to be flattened by the Juggernaut and avoiding the stern gaze of one Doctor Strange.

Featured 3/27/2022 - 3/28/2022

Coverart done by jmkplover and edcom02

Special thanks to this group of editors and proofreaders! Regreme, Azu, Commander Stelios, Titan Commander Sebaste, and Marvelsoldier

Chapters (7)
Comments ( 132 )

Ok, before I start reading this, I have one request: At any point, can you have the juggernaut say, I’m the Juggernaut bitch?

Well trouble is about to hit Peter again. I wonder if Celestia is starting to think her school is cursed or something.


Hey y'all! Time to ride another exciting rollercoaster ride filled with hope and despair!! Can't wait!

So it looks like This worlds Discord is actually Eris’s father. He also seemed to be expecting these powers so does he also have them? The other alternative I was thinking is that it’s actually a disguised Magneto (similar to in the Xmen Apocalypse movie) and Eris will be this world Scarlett Witch?

Canterlot High has now got a mutant among the students, this one in particular being Eris who is a teenager in this universe, is likely hinted as the daughter of this world's Discord (rather than his female counterpart) and her X-Gene had just recently awakened and manifested her chaos magic powers. Now's she attracting unwanted attention as Nick Fury has sternly tasked Spider-Man to locate her and bring her in to SHIELD while Wolverine, sent by Professor X, has just arrived in town to find her as well before the Brotherhood finds her first. This is certainly going to get chaotic from here on out. Which party will get Eris first and how will poor Spidey caught in the middle resolve this?

And man, this Peter really sucks at actually keeping his secret identity a secret, yet he's lucky no one has blown the whistle on him yet. Now Octavius knows Peter's secret. Fortunately, Otto trusts and understands his student enough to keep his secret safe now that he knows the true reasons for his unusual tardiness. Though at some point in the long run, Peter is probably gonna wish Otto hadn't found out, if he ever goes octo-maniac.

As long as it's to a diamond dog girl that would make it even funnier as it actually would be a thing that would classify as a non curse word in that case

I was wondering if one of my minor OC's could show up. Steel Heart would love to help out Peter and also take care of Eris considering she's kind of like Colossus in this case.

Love the Chapter. It was so amazing. Now I have to ask cuz I tried thinking it over and I could not get a good answer. Does Octavious know Peter is Spider-Man or does he think Peter is just a cosplayer. Sorry to ask this if it's clearly obvious.

It can’t be a Spider-Man adventure without him getting roped into the affairs of other superheroes. How fitting that Wolverine and Doctor Strange are gonna be the first guest stars.

Tying Eris into the X-Gene is a neat idea to blend both franchises. It sounds like her new powers are gonna attract the Brotherhood and possibly some magic threat.

Still can't believe you uploaded this on my Birthday!

Nice that The Dazzlings live at the Homeless Shelter, though Adagio still seems to hold a grudge, which is understandable, her evil plot was foiled by that accursed Spider-Man! But seriously, seems like Sonata's still the chipper young girl she usually is.

Also, now Octavius knows about the spider powers, didn't expect him to find out so soon. So that means May, Fury, The Dazzlings, Octavius and The Elements (well five of them) all know about the powers. I think Trixie an Sunset know too, might have forgotten, also Spitfire, and obviously Fury knows. Wow, Peter might as well just strap on a sign that says 'I'm Spider-Man!' Where's Doctor Strange when you need him?

Eris is here too, granted there was something about her I grew to dislike in the original S&M series, but this is a new timeline, and a new start. Funny since MLP has it's own Eris, but multiverse theory prevails, sometimes for the better. Regardless, I think this can still be good, and I'll just go along with the ride. Seems like she's Discord's daughter too, so that already makes it interesting.

Also, here comes Wolverine, that is gonna be awesome.

Here's a reminder. Apart from the rest you've mentioned, only Trixie, Sunset and the Rainbooms at this point don't know about Peter's secret identity. Granted, Princess Twilight did tell Sunset and the Rainbooms vaguely about Spider-Man in the previous story, but she didn't reveal his identity to them, only just asked them to give him a chance to open up to them willingly.

YES!! Logan and Strange!!! Finally!

"What are the odds of me getting with a redhead?"
Peter you have no idea

As, you can always count on Logan to have zero tact and subtlety. Granted, there was a giant snake in the way, but still.

Oh! Nice, this looks promising!

Eris watched with her mouth agape as the creature was torn to shreds before she ran out of the gymnasium. Once out of the vicinity, the snake slowly dissipated from existence, with the destroyed rope lying in its place, and the man ceased his attack, blinking as he alternated his gaze about. Sniffing the air, he paused before glancing in the direction Eris ran towards before following. Once he left through the door, Spider-Man walked through the doors on the other side of the room and leapt near where Spitfire stood.

I don't know why but I laughed when I imagine Peter casually walking in like 'Ey yo wassup'

Strange is heeeere, ooooh boy

Strange things are certainly happening. Eris accidentally turns the climbing rope in gym class into a giant snake that attacks the students and then in comes a scary stranger with metal claws, the Wolverine himself, bursting in and slicing at it causing her to panic and get the heck out of there. With Wolverine following her scent and Spider-Man not too far behind his trail, this little spike of chaos magic has caught the attention of the Sorcerer Supreme himself, Doctor Strange. Poor Eris has now got herself painted as a big target, I just hope that Spidey can help her and clear this up as a whole big misunderstanding.

It's nice to see that Peter and his "Loser Brigade" group are hanging out together, with Ditzy now added to the group, and accepting of one another, being the odd bunch of misfits they are. Although it appears Sunset is having a bit of an existential crisis, missing her home world and feeling like she hasn't contributed much of anything lately while Spider-Man and Princess Twilight did pretty much most of the work and breaking off with Peter without explaining why. And Rainbow's poor petty advice isn't really helping since she hasn't even got to fully know Peter yet let alone heed Princess Twilight's request to give his alter-ego a chance.

I hope Sunset can learn to be more open with Peter and stop doubting herself, and I'm pretty sure he would be understanding if she told him more about her past and that she's actually a unicorn from another world, when she's ready to tell him of course. Sure it all sounds crazy, but given the superhero life Peter lives and all the other crazy stuff that's been happening lately, he'd believe anything.

“So, what are you three doing? I get that you and Adagio aren’t on speaking terms,” Peter questioned, tilting his head to the side.

Aria huffed. “Sonata’s practically forgotten about the whole thing. She just applied for a job to be your aunt’s assistant. As for Adagio, we haven’t spoken to each other since the incident, but Sonata told me that she’s hanging at the school with your friend, Flash Thompson.” She shrugged before shaking her head. “Apparently, he’s really good at shielding her from embarrassment. Plus, she gets her rocks off seeing him smack you around. It’s as close to any form of revenge she can get.”

Of course Sonata wouldn't hold a grudge, she probably doesn't know the meaning of the word. It's nice that Aunt May gave her a job as well as a home for herself and her sisters at the F.E.A.S.T. shelter, even though Adagio doesn't really deserve that kindness and should really earn it. But at least she isn't doing anything bad for now.

“Still smoked the bad guys! It was my song that saved the day!” Rainbow Dash interjected, flexing her arm. “Twilight came up with the plan, and you helped, too! Way more than that Spider-Guy.”

:duck: Umm.... Forgive me if I seem doubtful, but I believe it might've actually been Fluttershy's song, not yours, Rainbow. Also if it hadn't been for that "Spider-Guy's" help, the Sirens wouldn't have been distracted long enough for the Rainbooms to play the song, you ungrateful self-centred schmuck! :ajbemused:

He clenched his fists, prompting a trio of metallic claws to protrude from his knuckles. “Hey, bub. Mind if I cut in?”


I know this is completely unrelated to the story but I kind of wish for Eddie and Venom to have the same events from the 2018 film to then appear as a villain when he comes for a short time when he sees Spider-Man on the daily bugle as always and just like now way home he’ll say, “That… guy…” and then he’ll lick the screen as Eddie was confused at this motion and feel Venoms hatred for him. And then he’ll come to him either at friendship games or everfree idk. He’ll appear for him to eat Parker but when Eddie realizes since he saw Venoms hive memories that the symbiote shared with, he’ll try and take control of Venom while telling him this isn’t the same one he knows and he won’t kill either of them after all Eddie is a friend of him and won’t kill him. The rest is up for u to decide and I’m not sure if I remember much but I did read the stories of the equestria girls world and made sure to remember it but I can’t remember much unfortunately so maybe I’ll read again and refresh my memory of it so tell me if ur taking a different one on Venom, I just kinda like Venom as the anti hero he is and the one he was in King in Black.

Elsewhere, a man sat in the middle of a room while levitating from the ground. His head shot up from his self-induced trance before he glanced to the side. “That doesn’t feel good,” he muttered, narrowing his gaze before standing to his feet. Raising a hand, a cape whipped from across the room before resting over his shoulders. “There’s a surge in chaotic magic. If it’s what, or who, I think it is, I need to take care of this immediately.”

“Are you sure, Stephen?” another man questioned, frowning. “This can be dangerous. This was once the Ancient One’s arch rival.”

“All the more reason I take care of this now, Wong,” he replied, brushing his hands together while magical patterns materialized over his palms. “I can’t be the Sorcerer Supreme if I fail to handle our old master’s baggage.”

I'm getting the feeling that this "rival" of the Ancient One that Strange was talking about must be the EQG version of Discord. I mean it's an MLP story, anything involving chaos magic always has Discord. Oh god imagine if two Discords ever met and became friends.

..... what changed Eugene is my big question. Home troubles? Or..... are we gonna get this universe's version of Carl King?

The Loser Brigade has assembled. If only they were able to pick the group name. I wonder if the Dazzlings can get the happy ending they never got in the Prime S&M universe.

And now Spider-Man and Wolverine are about to get dragged into the Discord brand of chaos. This is the kind of thing that only happens when those two get together.

YOOOOOO!!!! The Unstoppable Tank is here!! Let's go!!!!!!

You got to love a classic misunderstanding hero fight. Although, I got to side with Logan here about Shield. Spidey's being too naive here. Someone like Eris would catch anyone's eye. I'm a bit sad Juggernaut didn't say the line though.☹

:pinkiegasp: HOLY S---! IT'S THE JUGGERNAUT!

Oh man! Why couldn't this have gone so smoothly? Eris would've gone willingly with Logan after talking to her father and Spidey would've called this a day, problem solved. But then Fury just had to butt in, once again invading Peter's privacy, and order him to bring Eris in to SHIELD. And of course no way Logan is going to trust Fury and let SHIELD do whatever they're going to do with Eris, given how much history Logan shares with Fury and knowing he can be quite manipulative and morally questionable at times. And who's to say that SHIELD hasn't been infiltrated by HYDRA in this universe yet?
Then again, we wouldn't have got to have an awesome hero vs hero fight between Spider-Man and Wolverine determining on who Eris is going with while she has no say and just watches bemused as the two fight like boys fighting over a girl. And Juggernaut would've just followed them anyway.

Slow to respond, Eris stared intently at her hands. Magical energies did not glow from her palms like before, leaving the girl to frown. “No. It’s not me this time.” She paused, feeling Spider-Man’s warm body temperature envelop her, and Eris smiled slyly in response, showing her fang amidst her grin. “I’m not one to complain about personal space, so please… intrude further.”

Clearing his throat, Spider-Man stepped back with his hands raised sheepishly. “Oh, sorry.” Sobering, Peter shared a glance with Logan before holding his gaze towards the bleachers. “If you aren’t holding these up, then what is…?”

Oh my... even in another universe, Eris is still so devilishly forward with Spidey. :twilightblush:

Well. This has escalated quickly! Logan may be hotheaded and too eager for a fight at times, but he’s got a very excellent point about SHIELD. Peter is still young and a bit naive, wanting to believe in the best of others. But SHIELD has its…issues. Now, it’ll be even more interesting once Strange shows up!

UH OH! The Mutant Tank has arrived!

And now things have gotten serious.

That being said I'm enjoying the lead up, even if the flow of the plot is obvious. There's a reason why certain stories just work after all.

I'm looking forward to the next installment.

LETS GO!!!!! HYPE!!!!!!!!!!!!!!!!!

OH!!! THAT IS ERIS(fem discord). I thought it looked liked Gilda. Not my fault they have the similar/complimentary color theory. Well maybe it is.

She paused, feeling Spider-Man’s warm body temperature envelop her, and Eris smiled slyly in response, showing her fang amidst her grin. “I’m not one to complain about personal space, so please… intrude further.”

Okay...not sure if that's flirting or sarcasm.

“That’s unbelievably petty,” Peter muttered, scratching the back of his head. With a dumb shrug, the young man chuckled lightly. “It just shows you girls aren't really evil. Just misguided. Hopefully, we can be friends one day.”

Dude you ruined her plans you really think she's gonna just forgive you just like that?

Wolverine finally makes his appearance, but so does Doctor Strange. From the looks of things, I'd say that Eris can change reality, similar to that of Franklin Richards. It also looks like she can't control it either, at least for now.

Spider-Man vs Wolverine, classic. Also, seems like Iceman nearly found himself with a bad reputation, thankfully Logan cleared that up, and did so by dunking on Cyclops.

Also, that censorship when Logan said a not so nice word, reminds me of the comics. Feels kind of pointless, the readers know what the person's usually saying.

And it looks like there's gonna be another big fight coming in soon.


Yeah. It's silly, but the censorship is more of a callback to the Ultimate Comics whenever Fury, Logan, or anyone cursed. Plus, it falls in line with the friendly nature of Equestria Girls that censorship would make sense with the setting.

YO! STAN LEE CAMEO! :pinkiehappy:

Spider-Man, Wolverine and Eris have evaded Juggernaut for now. But not only have they got to lay low and find a way to take him down while trying to keep SHIELD off Eris' tracks, but now Doctor Strange has entered the fray and it looks like he intends to banish Eris, after assuming it was her father Discord/Seth causing trouble, before her powers get out of control. Can't the poor girl just get a break, even though she's having the time of her life with all this chaos happening.

I can't help but feel bad for this Discord. He's just trying to protect his daughter and live the simple life after three millennia of banishment, and now his daughter's magic manifestation is causing the same trouble all over again and attracting unwanted attention to herself.

Once Peter snatched the mask from her grasp, he proceeded to put it back over his face, all while cursing under his breath. “I don’t believe this. You’re like the fifth person to find out that I’m Peter Parker.”

Wolverine blankly stared at the young man. “We didn’t know your name. Now, we do.” An awkward silence filled the vicinity as both Eris and Logan simply stared at Spider-Man for what felt like an eternity.

:facehoof::rainbowlaugh:Oh for goodness sake, Parker, you web brained donkey... Eris may have cheated by magically snatching his mask off, but Peter was the dummy who fell right into that old blunder and straight up confessed his identity. One of these days (and I don't know when) he's gotta learn to keep his mouth shut.

“Try to relax, Seth. I’m sure Eris is fine,” the first man calmly assured, pausing to fill a spray bottle with disinfectant.

Seth inhaled deeply before sighing. “I wish I shared your endless optimism, Stan.” He continued pecking away at the phone’s screen, frowning. “I just know that girl has gotten herself into trouble again.”

Chuckling, Stan smirked. “She’s a chip off the old block and a teenager. I’m sure she’s just like how you were at her age. Best thing you can do is let her spread her wings and give her help if she needs it. Otherwise, you run the risk of smothering her.”

“It’s not just that, my friend. I fear puberty is striking her in more ways than one. I knew this day was coming, but I still feel unprepared,” Seth whispered, his eyes softening.

Stan placed a hand over Seth’s shoulder. “Congratulations. You are truly a father.” Both men shared a smile before Stan eased back, pushing his cart down the hall. “I’ll cover the east hall. See you at the end of our shift.”

We miss you, Stan... :pinkiesad2:

First off. The Stan Lee Cameo.. so lovely. Second I hope Steven see's reason and lets Seth take care of Eris. Also Peter..you dipshit. *sighs but smiles* That is one of the many reasons I like ya

His shoulders lowered, as if relaxing, before Logan furrowed his brow. “Okay. I’ll bite. Get rid of the tracker, and we’ll talk.” His claws suddenly shot from his knuckles with a snikt, and Wolverine walked up to Spider-Man, holding them mere inches away from his face. “You try anything funny, and I’ll show you how sharp I can be.”

Exasperated, Peter nonchalantly reached out and grabbed the tip of one of the claws before lowering it slowly. “I can tell you’re a lot of fun at parties.”

That spiderman: Web of Shadows reference though. :ajsmug:

Wolverine blankly stared at the young man. “We didn’t know your name. Now, we do.” An awkward silence filled the vicinity as both Eris and Logan simply stared at Spider-Man for what felt like an eternity. Wolverine eventually crossed his arms. “You’ve got to be kidding me. You’re just a kid. No wonder you suck at keeping your identity a secret.”

Peter. You had one job, man! And, Juggernaut hasn't said the thing yet.

wow...kind of a dick move there, strange.

“Maybe not intentionally, but she’s a ticking time bomb. It’s too late to go about this lightly,” Doctor Strange huffed, flying through the portal. He looked back, closing the opening before walking through the nearest door. “I’ll do what I must for the sake of the world.”

Ouch. This isn't going to end well. Actually, why can't Discord find a different universe to work in?

You better have Peter fight against Strange using the web of life and destiny because seriously I do not feel like this a good idea to have Strange go up against these two and become an outright Ally immediately. Plus it would also reveal the mystical elements of Peter's powers to him.

I hope to see Teen Cyclops

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