• Member Since 3rd Feb, 2012
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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 III "Genetic Conscription"

The annual Friendship Games are near, and everyone at Canterlot High is ready to take on their rivals at Crystal Prep. However, Peter Parker has his own issues, as his past resurfaces in the forms of his former principal, Abacus Cinch, and intellectual arch-rival, Twilight Sparkle. To make matters worse, magic seems to be running amok during the competition, and Sunset Shimmer finds herself amidst an existential crisis as she attempts to find her place in the world.

Life continues to have fun at your Friendly Neighborhood Spider-Man’s expense.

Coverart done by edcom02

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

Chapters (9)
Comments ( 373 )

Oh things are about get INTERESTING ladies and gents! A Twilight that HATES Peter due to Crystal Prep and is curious about Spidey for reasons of science? A Doc Ock needing some blood samples, that totally is gonna end well in all aspects totally, from Peter? Fluttershy being part of S.A.M.S.?! This prologue has it all!

Well Twilight is being far more negativity affected by Crystal Prep here. So did Anno-miss not happen or right before Peter show up?

Jeez. Twilight has a stick so far up her ass she is robot walking. I can see her turning evil more quickly. I can see Cinch (Who has a fucking Crimson Chin look by the way) Using the lines of "Come now Twlight. Do you want to be overshadowed by Peter again. The Lazy Oaf that you hate with a burning passion." Excellent chapter by the way. Can't wait for more

I want Fluttershy to have the opportunity in this universe that she didn't have in the previous saga

I just had a horrid thought: Jameson's "solution" to the Spider-man "problem" is the Scorpion.

And oh good, Twiggles is being unpleasant. This should make for delightful drama.

Oh great now I’m conflicted between Sunset who’s like MJ and Fluttershy who’s like Chat

Both dates peter in comics now I can’t choose!

Go to 0:27

Happy to provide the cover art! :scootangel:

The Friendship Games is coming up and Peter Parker and his alter ego will have a lot piled on his plate now that his rival Twilight Sparkle (Sci-Twi) is forced to work with him while investigating the magical anomalies originating around the school which she suspects Spider-Man to be the cause. What's the worst that could happen?

So Twilight apparently hates Peter simply because he scored the top marks just above her despite his brilliant but lazy routine that it baffles her that someone like him would be better than her. This may have wounded her pride and ego a bit which would explain why she's a bit more negative and certainly jealous towards Peter, even after he left Crystal Prep which he felt he didn't belong there. Perhaps she might coax him into entering the Friendship Games, which he doesn't want to participate in even if it's just the academic round simply because he doesn't want to give himself away and it wouldn't be fair on the rest entering because of his spider powers, just to prove she is better than him.

And its nice to see Spider-Man interacting with Fluttershy, one of the Rainbooms who doesn't hate or suspect him and has the most kindness and common sense to not judge a book by its cover or in this case a spider by its appearance.

Slamming his open palm onto the table, Jameson sharply stood from his seat as a hand steadily crept on screen, before easing his cup of coffee away from the edge. “Give me time, people! I just got a volunteer to enlist in a program that can help deal with our Spider problem! This is personally being funded by Oscorp’s Norman Osborn! Stay tuned!”

:derpytongue2: If that volunteer happens to be Mac Gargan then...

Twilight narrowed her gaze at the picture, frowning intently. “Whatever is causing the disturbances has to do with him, and I’ll find out who he is. I swear.”

Be careful what you wish for, Twi... :pinkiecrazy:

Surprise upload. Well anyway, great start so far, liked Peter's interaction with Fluttershy, really hoping that it goes somewhere. Also, seems like Twilight's a bit on edge thanks to Peter's presence. Poor girl. In time she will warm up to him, Peter has this way with ladies.

I'm curious to see how it all ends given the changes. Like Twilight hating Peter, pretty much most of the world against Peter(seriously, the guy could use a break. Good thing he has friends to keep him grounded.) I feel like it will be only a matter of time before he snaps. Like, if something on the scale of No Way Home happened and he loses someone.

At least Fluttershy doesn't hate him. But I feel like the other Rainbooms sans her, Pinkie, and Sunset are pretty harsh on him.

Will Peter also eventually meet Tony Stark? I kinda wanna see him get the Iron Spider suit.

Fliytershy has a crush ok Peter un Equestria, is not suprisint she got it todo agsin with spiderman.

Yes we're back, with Scorpion foreshadowing, a meet cute with Fluttershy and a rather well excuse my language bitchy SciTwi this is gonna be fun :pinkiehappy:


I bet when Peter "snaps", he gives the middle finger and "f*** the world" kind of speech, and make them regret it. :pinkiecrazy:

As for bitchy Twilight, and the rest of the Rainbooms. I want them to deserve some karma for a change, and feel total regret after all of things. Because, I really hate stupid "Spider-Man hating" stories/fics for no dang reason. And it would be a matter of time before he eventually snaps, and goes Venom Spider-Man on them all.

Edit: Seriously!? Dislikes?

Ok, that scene with Fluttershy was just 10/10. Bias aside, yeah I find it very likely that if there was any of the mane5 that *would* trust Spider-Man, I feel like Fluttershy would be the one. And genius to include the spider analogy. As someone who stan spiders myself, I find it adorable.

I really hope this goes somewhere even deeper

Twilight is that easily spiteful?

Well just wait until she learns about Asgardian kids or aliens like rocket

Twilight is gonna be hunting for Spider-Man's idendity. And no doubt she'll give it to J.J. Jameson

So first Fluttershy is shy talking about Peter, then Sweetie Belle is all flustered in his presence, Sunset mentioned liking a boy, and now there's Twilight reminiscing. Seems like little by little, we're knowing more about Peter and Twilight, and the past the two have had together. Four different relationships but with different perspectives.

Fluttershy so far is the only one who seems to be more in love with Spider-Man than Peter, not knowing they're the same, but Fluttershy at least seems to tolerate Peter, more than her friends at least.

Sweetie Belle hasn't had much presence since the first story, so now she's back and talking up her crush on Peter once again. Unfortunately since Rarity isn't fond of Peter, it makes it harder for Sweetie Belle to talk to him.

Sunset actually knows Peter better compared to the rest of both the Rainbooms and the Loser Brigade, and actually knows his dual identity. So she understands things better than the other potential love interests.

Twilight, doesn't seem to like Peter, but she did at first. Given the alternate timeline, it is obviously possible she could like Peter, but this Twilight has a slightly different personality than canon, and is a bit more immature, so it would take more effort to make that pairing work.

Overall it seems like everyone's getting ready for another show, unaware of all the drama than can and will ensue.


You nailed it big time. Though I'm more worried if Midnight is ALL we have to worry about or if there's more villains coming in.

You know what, I hope the school board gets rid of Cinch by the end of this story. She is easy to hate yes but she is creating a very dangerous atmosphere there.

Wait, why Twilight's device react to Spider-man? He have no magic

I think there's hints of Scorpion, but that might be for a sequel. Then there's the possibility of Doc Ock, but that also feels like something for further down the line. I guess it's just Midnight Sparkle for now, unless there's a huge twist no one saw coming.

So Twilight didn't hate Peter at first. He actually helped her from some bullies when they first met at Crystal Prep using the same tactic he used to help Ditzy and she seemed fond of him as a fellow genius because Cinch mentioned great things about him and his grades. Something must've changed in-between before and after he left. Perhaps she was disappointed that he was not the envisioned prodigy student she thought he was once she realised what he was really like (unaware of his double life as Spider-Man), perhaps she became jealous of him because him getting higher scores than her made her feel inferior or perhaps she was never really good at making friends at all just like in the original and like Princess Twilight at the beginning of her story when she was still a unicorn.

Whatever the reason, it has made her bitter than originally and more determined to be noticed and more special once she discovers the source of the magic disturbances and Spider-Man's involvement with them. But meddling with things she doesn't fully understand may come at a high price for her arrogance.

Apart from Fluttershy who had met and got to know Spider-Man a bit :yay: (though not Peter Parker yet), the Rainbooms and most of all Rainbow still can't seem to trust either of Peter's alter-egos nor give them the benefit of the doubt. Peter because he made a bad first impression (and calling Rainbow "Skittles" which she harshly still holds a grudge about) and hangs out with a suspicious crowd of misfits and Spider-Man because of his status as a masked vigilante and all the verbal crap Jameson throws at him.

And they insist that Sunset should stay away from Peter and the Loser Brigade (Ditzy being an exception of course) concerned that they might be a bad influence on her. But really they have no right to second guess Sunset's decisions since she actually wants to get to know Peter and be friends with him (perhaps much more than that eventually) and she's actually trying to get to know and give the other Loser Brigade members a chance even if it has to take a while for such members as Aria and Trixie to open up.
The fact the Rainbooms gave Sunset a chance when she started to change her ways but not the others makes them seem annoyingly hypocritical and stubbornly impatient, like Princess Twilight's request to them meant so little to nothing.
I just hope that each of them and most of all Rainbow will stop being a bunch of sticks in the mud, really get to know Peter and Spider-Man and have a bit of more faith before jumping to conclusions.

And Sunset's really got a lot on her mind. She's beginning to feel something for Peter but she's feeling too pressured by her friends and everything that has happened so far that she can't bring herself to open up to him nor vice versa. Feeling so useless leaving Princess Twilight and Spider-Man to do all the work and trying to figure out her place and purpose whether it's in this world or back home in Equestria. Well don't worry, Sunset. You'll get your shining moment sooner than you think.

On a side note, it occurs to me that Sunset likely comes from another Equestria different from the "Spiders and Magic" Equestria (Earth-672) which Princess Twilight originates from since that one already has its own Sunset Shimmer. That being said, I can't help but wonder whether if Sunset is writing in her diary to that Twilight (who may have intercepted Sunset's message in the second story) or to a Twilight that actually first came to the EQG world before the other and has absolutely no idea what in Celestia's name Sunset is talking about as if she's gone crazy or something. I'm probably just overthinking it, just thought I'd bring that up.

Honestly, Sunset and Peter's little "I can't really date, because of [secrets]" is going to be such fun once they figure things out about the other.

So SciTwi didn't hate Peter at first but It seems his heroics got in the way of any possibility of friendship :ajsleepy: and man this Rainbooms are harsh hope things get better for Pete soon :ajbemused: keep up the good work :twilightsmile:

If you gonna have a lot woman frit with him like this just go harem route please

What happened????

If they were on such good terms on the start then what made it change???😟

“Excellent, my boy. I’ll inform you of what I find next with this sample,” Octavious happily declared, pausing to peck away at the keyboard nearby. Once he turned, Peter could only exhale while rubbing a hand over his throbbing cranium. Sobering, Octavious quickly retrieved a bottle of water from across the room before offering it to his pupil. “Are you okay? I’ve noticed you have been rather taxed as of late. Are your extracurricular activities taking a toll?”

so he knows he is Spider-man.
thats not good

Dang your quick on these updates, respect the work ethic bro.

Oh this is going to be going BADLY for everyone involved.

Ah crap, Doc Ock is going to start the equivalent of the clone saga isn’t he. I hope Sunset will open a bit more up to Peter as she obviously cares for him. Plus it would help if he would return the favor and let her into his secret as well.

I mean, sure, Aria's doesn't have the moral high-ground, considering what she and her sisters were doing, but she's also not exactly wrong. Hopefully Sunshim and Pete can talk things out.

Looks like Sunset is finally going to have her talk with Peter. Hope it goes well. It's going to sound pretty weird and unbelievable confessing the truth to Peter that she is a magical unicorn pony in a teenaged human body, if she does tell him that is. But given the recent hijinks of a seemly nerdy and shy teenager who's actually Spider-Man has turned out, Peter's side would probably be taken just the same. If Peter does take Sunset's secret seriously, since she really wants Peter to trust her and thinks that he deserves better than how he was treated lately, perhaps it would be fair for him to trust her with his secret. Not sure if he will, but I'll wait and see how this turns out.

Pretty ironic that it took Aria giving Sunset a wake up call to make her realise that maybe she's been trying to sort this out the wrong way when both of them, a siren and a unicorn pony, are meant to not like each other. Sure Aria may not hate Sunset for what happened at the Battle of the Bands, that all being Adagio's own fault to begin with, but she doesn't have to like her. And while Sunset is willing to give Aria a chance, that doesn't mean she has to tolerate her snarky attitude. Hearing both sides, I think they have found fair and equal footing between them for now.

So Twilight hasn't actually transferred to Canterlot High sooner in this reality and is still technically a Crystal Prep student. She has just rather moved to a better lab location other than her closet she's living in with working with Octavius as a perfect opportunity for her. And she's completed her spectrometer which will contain or rather steal any source of magic it detects, which includes the Rainboom's magic and the magic from the statue portal.
And Octavius nows knows what she's doing and that she's trying to discover who Spider-Man is which he already knows the answer to. But it is not Otto's place to tell since he respects Peter's trust and privacy to not spill the beans. If only Otto could steer Twilight in the right direction of using her knowledge and gift of science for the good of humanity rather than her own needs sooner than later before she starts meddling with forces beyond her understanding. Plus it sounds like he has some sort of history with Abacus Cinch as well.

Arching a brow, Sunset held a bemused glare. “Glad to see I’m number one in her book, too.” She soon placed her diary back into her purse before sliding its strap around her shoulder. “She’s right though. I have to talk to Peter soon.” Biting down on her lip, the girl chuckled sheepishly. “Hey, Pete. I’m actually a talking pony from a parallel dimension. So, anyway, want to grab some lunch?” Inhaling deeply before sighing, Sunset could only venture into the school with a defeated expression. “I hope he likes ponies and older women.”

Well... Peter did have a thing for horses and ponies when he was a kid as "Marvel's Spider-Man" (2018) has shown, so there's hope yet. Just pray Sunset doesn't take that in a weird literal sense. :twilightblush:


Ah crap, Doc Ock is going to start the equivalent of the clone saga isn’t he.


I really hope Doc Ock stays good. I don't want to see a nice man turn to evil again. Also I really hope Sci-Twi gets that stick out of her ass. She is really venomous towards Peter and it's not good. Also. I hope Peter does participate in the Friendship games cuz I do want to see the face off between Sci-Twi and Peter

Sigh that makes sense, even if it wasn’t crystal prep, Peter Parker would never do sports.

He’s too overly cautious to enjoy himself even though he thinks about it too much

He refused in ultimate Spider-Man

And changed his mind about football in spectacular Spider-Man

And why would he say that he was from that school? He is trying to add more bad rep??

I’m suprised they didn’t get kicked out of the library

Man I worry for Peter he going to explode one day, and slug Flash Thompson, no he won't kill him he hold back enough not to, but he leave him out cold or with a cracked haw and then explode again when he punished.
Stating how Jocks like Flash get away with everything, and how he come to hate the dam school and all.

Heck wouldn't be surprise he also quits being Spider man maybe do it public if they all want him gone so be it.
Then everyone has to deal withthe villains popping up causing so much mayhem.
Be poetic justice.

Not in this saga but later on.

Yeah, Spiderman always had a huge amount of bad luck, and High School was the worst.

Oh speaking of the worst so much for a school of Friendship! Treating Peter they they are even some of the Rainbooms.
Hope that pointed out to them.

Now, it's really hard for superhero fans to read about so many people knowing Parker's secret identity... but, I think it's a good change. Comics get... stagnated by attempting to keep the status quo. By forcing Peter to have a larger friend and support group of dubious quality (Vulture, Shield, Logan, X-men, Sunset's Herd), we actually give him room to grow outside of his life as spiderman... by, technically, forcing the two lives closer together.

It's like having Aunt May know and support his Superheroing. Something that can move the character in different directions.

And while all the female friends HINTS at a harem in the making... you gotta remember, MLP has a cast made of FEMALE CHARACTERS. it's hard to do a crossover with a significant male character and have him make freinds with a large cast of female characters without ticking the boxes of the Anime Tropes.
It's MATH, not intent, and I while I hope it doesn't happen, the other half of the crossover is about a circle of friends and the complications therein. It just so happens that most of the interesting freinds Parker can make are female, given the crossover.

Peter isn't the kind of guy to go harem, either. I find the potential romance hooks... irritating, when I think they'd be much better off as friends.

Obviously, the best way to make sure a harem less likely is to have lesbian characters who aren't interested in Spiderman or Peter Parker.
I'm only Kidding! (mostly. They're literally rainbow colored! It's part of the fun!)

Imagine if someone said this to crystal prep student or twilight

“Preppies?! Oh I hate you guys always on deck with your docksiders, while us Townies are scrubbing the bilge!”

Where’s microchips?

LET'S GO!!!!! HYPE!!!!!!!!!!!

It's a spectrometer. The thing that's designed to pick up certain wavelengths of electromagnetic radiation. And he has Radioactive blood so....yeah. Magic just happens to give off a signal it can pick up. That doesn't mean it's the ONLY thing it picks up.

It's understandable that Aria is upset over what happened with her, but as pointed out, it's her own fault for trying to take over the school. True none of the others checked on her after, but there really wasn't too much obligation since Sunset was actively bothered by what she's become, and the Sirens probably didn't have immediate remorse. Good on Peter for having checked up on them.

Also, nice to see more of Peter and Twilight, along with their past. But this chapter, and story in general, reminds me of why I was never interested in the EG version of Twilight. She just feels too different from the main counterpart, who while herself can be similar, probably wouldn't be as bad. Is it supposed to show what Twilight would have been like without friends or something? Feels like a stretch since she's always been strong willed without them. The EG movies did her dirty IMO.

Also, seems like Peter and Sunset may go on a somewhat date with one another. Time to see where that goes.

I get where you are coming from, but we do have to remember that OG Twilight was stuck in her own head, focused solely on her studies, and was a bit of a snob before she made friends. If anything, that's exactly why Celestia sent her to Equestria in the first place. Let's call it multiverse theory. Sci Twi (EQG) was just a different character due to circumstances (plus, she's younger and still a teenager. There's still a lot of growth to be had there). It's no different with the Spider-Men (Tobey, Andrew, and Tom). They are all Peter Parker, but there are definitely differences between them.

That is a good point, it still bothers me a bit, multiverse theory or not. I mean it’s not your story, just what you’re working with. But I’m confident that won’t limit how well you portray these characters.

Glad to see peter somewhat standing up for himself, u should have him be more assertive especially towards sci twilight who by the way seem to hate him for something really petty.

Considering how little things have bothered her before like that sibling supreme thing of course she’s petty

No doubt put she just needs to accept the fact that there are people in the world who are better and smarter than her, that’s the real world for ya.

Yeah microchips beat her in the vote for most likely to discover cold fusion in the school yearbook after all

Where is microchips?

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