> The Spectacular Spider-Girl
>  by Adamverse
> --------------------------------------------------------------------------

> Chapter One
> --------------------------------------------------------------------------

Canterlot City, the more the heroes save it, the more it needs saving. But that doesn’t make any less of a great city; as you all know, this city is protected, by the universes greatest heroes.

Led and inspired by the first superhero to every come to Canterlot City; the Spectacular Spiderman.

And this is the story of how his friend, with the same powers as him, learned how to be the best spider-person she could.





Under the city, on the subway train; Twilight Sparkle was on the train, looking down at her phone. She had her ear-pods in, listening to some of the music that her and her friends have made; however, while she was listening, she got a text message from her mum.

“Don’t forget to pick up the eggs for tonight.”

Twilight replied, “Don’t worry, I’m on it.”

When the train came to a stop, Twilight waited for the doors to open and got off the train; her mum then texted her back and said, “Be careful going through town, watch out for the prison convoy this afternoon.”

Before Twilight could reply, she got another text from someone else; someone she actually had to meet.

“Hey Twi, I waiting on top of the council building. Where are you?”

Twilight saw this text and replied, “I’m on my way.”

With that said, she left the subway station and walked down the street; as she walked, she saw the people, just living their normal lives. Sometimes, she forgets what a normal life is like; she tries to remember what life was like, before the spider-bite, before Canterlot High. But still, she wouldn’t change anything that happened for the world.

When the moment presented itself, she slipped into an alleyway, where she could quickly change without being noticed.

Once fully suited up, she leaped up to the rooftops and began making her way to the location given to her. Using her webs, she hooked onto a moving train and ran across its roof; before summersaulting off it and swinging through the city. While swinging however, she swung past a sign on the one of the building; it was promoting a new energy source made by the newest technology company.

After firing a web, she swung high into the air and cheered, “Woohoo! Let’s go!” Then without warning, the phone system in her mask received a call, from Spiderman.

“Hey, Adam, I’m on my way now.” Spider-Girl answered. “Did I miss the convoy?”

Spidey replied, “Not yet, they’re still securing a couple of inmates.”

Twilight then stated, “I bet it feels good; seeing all those guys who escaped prison again, going back to Rykers.”

“Real good, Rykers is way more advanced now; not to mention, since Celestia won the election, the council has been given the 'okay' to fund the Ravencroft facility. All those people who didn’t ask to be this way, can receive the help and care that they need; and not just a padded jail cell.” Adam explained.

“Let’s hope this helps. I’m almost there, see you soon.” Twilight then hanged up the call, so she could focus on swinging.

As Twilight kept swinging through the buildings, another thought came to her mind; she said to herself, “I should call Mum and let her know I’ll be late.” She used her mask again to make the call.

Her mum answered with, “Hey Sweetie, you okay?”

“Yeah, I’m fine; but the department store was out of eggs. I gonna check the mall down town.” Twilight replied.

Twilight Velvet replied, “Okay, but avoid the council estate; that prison convoy is making traffic a nightmare.”

“Okay, I’ll see you at dinner, Mum.” Spider-Girl replied. The call ended and Twilight kept making her way to Adam’s location; she began talking to herself again, “Wow, this whole ‘secret identity’ thing is kind of stressful.” 

The last obstacle was Twilight having to crawl to the top of a large building, Adam was waiting at the top; when Spider-Girl finally landed on the roof, she perched herself on ledged to wait for her partner.

“Adam, you here?” she asked.

A voice was then heard from behind her, “Just downing some rocket fuel.” Twilight turned to see Spiderman, with his mask above his nose and eat a cheese sandwich.

The first thought that came to mind was, “Where did you get that?” Spider-Girl asked.

“From that sandwich shop just down the road there.” Spiderman replied, pointing at the shop below them.

Something then caught both their attention, a helicopter carrying a large container; the prison transport had begun. Adam threw the left-overs of the sandwich into a nearby dumpster, he pulled his mask down over his mouth and started swinging after the helicopter; Twilight jumped and started swinging after him.

The two spiders followed the helicopter down the street, and below them, prison convoys were moving other inmates.

“Wow, the police really went all out for this one.” Twilight stated.

Adam replied, “Yeah, they really don’t want anyone to get out again.” The both then heard a rumble coming from the container hanging from the chopper. “Especially our guest of honour.”

Spider-Girl asked, “You mean one of the powerful super-villains is in there?”

“Yep; they have to move everyone to Rykers before the chosen few can be moved to Ravencroft, once is up and running.” Spiderman explained. “So, it could be anyone in there; could be Molten Man, could be Man-Wolf.” They both heard another rumble, “Or someone bigger.”

Suddenly, something caught Twilight’s attention; one of the cables holding the container up was snapping, so she jumped into action. “That cable is breaking, I got this.”

“Twilight, wait…”

But before Adam could stop her, she stuck to the side of the container and shot some web at the snapping cable. “It’s secure.” She explained. But something went wrong, the whole thing started shaking; the inmate inside was taking advantage of the situation and trying to break out.

The pilots of the helicopter were trying to keep the chopper level; but one of them shouted, “Weight balance has been thrown off, were going down! Brace for impact!”

Spiderman and Spider-Girl used their webs and tried to catch the chopper before it went down; but all they managed to do was soften the landing, kind of. The helicopter crashed into the street, hitting two of the prison convoys on the road; Adam and Twilight landed on the street to see how bad the damage was.

Twilight was worried she’d caused something bad; she was saying, “Adam, I’m so sorry, I thought I had it.”

But Adam replied, “It’s okay Twilight, we just need to contain this before…”

Before Spiderman could finish, the container that was being carried by the chopper was ripped open from the inside; the door fell off like paper, and the inmate marched onto the street.

“…that happens.” Adam finished.

“Two little spiders, standing in the street; guess I’ll have to crush you beneath my boot before the police arrive.” The inmate stated.

Twilight gasped the prisoner’s name, “Juggernaut.”

Juggernaut was wearing the pair of special hand-restraints the prison had made for him; two large metal spheres covering his hands, held together by a beam of steel. However, with the power dampener off, he was able to rip them apart.

Also, the two convoys that were hit in the crash, they were compromised; the inmates inside were able to open the doors.

Spiderman turned to Twilight and said, “I’ll handle the big guy; contain the breakout before this gets any worse.” With that said, Juggernaut charged forward, attempting to knock down the heroes; Twilight jumped out of the way, but Adam jumped over the villain and shot two webs at him. Spidey began latched onto Juggernaut’s back and started steering him around the street, trying to stop him.

As for Spider-Girl, she had to stop the inmates from getting away; the crooks surrounded her, she began to take them down one by one.

The first guy ran towards Twilight, but she jumped over him and kicked him in the back of the head; she then rapidly fired webs at him, sticking him to the ground. Two other guys attack her at the same time; but Twilight swung her leg around and kicked them both in the face, knocking them to the ground.

Whilst she was fighting, Twilight could hear Spiderman trying to talk down Juggernaut. “Come on Bulk, where’s the friendly jock who went to Canterlot High and had friends?”

“He went away when the Juggernaut was born; he lost everyone, but gained something better. Power!” the villain replied.

“Whatever you have to tell yourself to sleep at night.”

Trying to escape from the debris, one of the convoy guards was crawling to safety; but he was discovered by one of the convicts, the crook grabbed him by the neck and took his gun. The thug held the gun to the guards head; Twilight had to help the guard before it was too late.

Her timing was key, quickly she shot a web-line at the gun and pulled it away from the inmate; she swung it around before throwing it into the crook’s face, knocking him down. Spider-Girl ran over to see if the guard was okay; she then told him to get out of here.

And then suddenly, Juggernaut came crashing through the scene; punching past the other damaged convoy truck. The door to the truck fell down, allowing the prisoners to escape; more of this city’s more dangerous prisoners.

Running down the door, which now acted as a ramp, Smythe stepped out into the street; he smelled the air and said, “”Ah, I served the time; now for more crime.” He laughed at his rhythm.

Spider-Girl turned to the super-villain and ordered, “Smythe, put your hands on your head and get down on your knees.”

“No.” he replied. “Come on, everyone; we’re free again.” With that said, Smythe ran away. Twilight was about to stop him, but one of the convicts grabbed him from behind and held her still; now she had to watch as her mistake caused all these criminals to get away.

The next person down the ramp was another super-villain, The Blizzard; he said, “The cold air feels good on my face.” All the villains were still wearing their suits, the convoy kept them deactivated; but now that they’re free, the gear works again.

Blizzard ran away as the next inmate walked to freedom, one that people would prefer not to see again; “I still have hope she’ll love me.” Blue Blood said as his suit reactivate and he flew away; the Living Laser got away.

The three of them had all escaped again; and Twilight couldn’t help feel like it was her fault.

But broke free from the thugs grip and kicked him away, she was about to go after the escaped villains; but Adam called her on the comms, “Twilight, how about some help here.” Spider-Girl turned to see Juggernaut, smashing his way out of a building, with Spiderman clutching onto his back; they began running down the street, so Twilight swung after them.





So while Spiderman was riding on Juggernaut’s back like a mechanical bull; Spider-Girl wasn’t far behind, swinging after them. The villain was fast, and Twilight was finding it hard to keep up; whatever came into Juggernaut’s path, was instantly smashed.

Twilight was speaking to Adam on the comm channel, “So Adam, how are we doing?”

“Civilian safety, about a seven; but property damage, definitely an eleven. We need to stop Bicep before anyone gets hurts; I can already see tomorrows news headline, ‘Spiders let the human wrecking ball loose on the streets again’.”  Adam explained.

Spider-Girl replied, “If the worse thing we’re gonna get out of this is a bad headline; then I’m okay with that.”

Juggernaut punch away any car that came into his path, he even jumped up and smashed through sizes on the sides of buildings; Twilight was quick and was able to dodge the debris. And that’s when she noticed the villain was heading to the park, on a direct course for the children’s play area.

Adam noticed this and muttered, “Not good, not good, very not good.” He used all his strength to try and steer Juggernaut away from the play area. “Twilight, mind giving me a hand down here?” The hero said into the comm.

Twilight heard his call and shot a web-line down to Juggernaut, pulling herself onto his back; she landed right next to Spiderman and asked, “The plan?”

“Right, the plan.” Adam replied. He noticed where they were heading now that Juggernaut was steered away from the kids; he shouted, “Oh, watch out, the mall!”

But it was too late, Juggernaut crashed through the malls door; a piece of debris knocked Adam off, leaving Twilight to steer the brute away from the people. But that didn’t stop him from smashing into signs and marble columns.

Spider-Girl tried to persuade the villain to stop, “Okay Bulk; next time, just do the time. No more break outs, please?”

However, Juggernaut’s reply was, “You think you can just lock me away again? I’M THE JUGGERNAUT, B….”

Before he could finish that sentence, Spider-Girl intentionally steered him into a column; destruction was better than hearing language like that. The villain then leaped up to the higher floor, meaning Twilight had to steer him away from the people; and that’s when something in front of them caught her attention.

“Whoa, baby.” A baby stroller was right in the path of the brute; Twilight acted fast, web-zipping forward and grabbing the stroller, she moved it out of the way as Juggernaut ran past.

The mother of the baby in the stroller only managed to say, “Thank you.” As Spider-Girl web-zipped towards Juggernaut again.

The hero said, “Don’t scare babies.” Before punching him in the face, causing them both to fall off the higher levels, back down to the ground floor.

But when the brute got back up, Spider-Girl landed on his back again as he started running away once more; now they were heading for the other entrance to the mall.

Outside the building, Diamond Tiara was on getting into her new car; she had just passed her driving test and her mother had bought her a car to say ‘well done’. She was on the phone to Silver Spoon, her assistant at the news company she owns. 

“You know, Silver Spoon; maybe I’ve been too hard on Spiderman. In my mind, I think he's a responsible, heroic….”

Before she could finished that sentence, Juggernaut came crashing through the mall’s entrance, and he smashed right into Diamond Tiara’s car; Twilight was still on his back, and Adam was swinging on his webs after them.

“….maniac, a no good jerk, and a menace to this city. Put that in our next article!” Diamond Tiara cried.

Spiderman jumped let go of his web and landed next to Twilight; “Okay, enough is enough, we need to stop this guy now.” But that’s when Adam noticed where they were heading next; an old chemical factory.

“Time to heat things up!” Juggernaut shouted; before running faster into what looked like and giant chemical pumper. Adam acted fast, he threw Twilight of the brute, sending her up to the wall of the building; while he and the villain crashed into the machine, causing and large explosion.

The destruction didn’t stop there; Twilight watched from her vantage point, Juggernaut kept running, with Spiderman still holding onto him.

The two of them crashed into a building, Spider-Girl swung down to the ground; she looked into the hole that the villain had just made, she muttered, “Spiderman? Are you okay?” but there was no answer; aside from the sounds of flames from the recent blast, all was too quiet. “Spide….”

Before she could finish, Adam went flying right past her; crashing into another brick wall and falling to the floor, Twilight ran over to him to see if he was okay.

Adam’s suit was covered in scorch marks and rips; Spider-Girl tried to help him up, but he was too weak.

“This spider’s broken; I’d like to exchange it for a new one.” Twilight turned to see Juggernaut stepping out of the hole he made. “You’ll do.” He said, pointing at her.

Spiderman managed to say, “Twilight, get out of hear.” His voice was too weak for Juggernaut to hear Spider-Girl’s real name, he passed out from his injuries.

The villain was about to charge again, this time, heading straight for Twilight; as he started running again, Twilight was saying, “Buddy….back the heck….” She used her webs to grab a piece of debris, she swung it around and…. “Off!”

The chunk of rumble crashing into Juggernaut’s face, knocking him to his knees; Twilight saw the opening and leaped forward, and began punching and kicking him. As a finisher, she walked up his chest and kicked his chin; before jumping backwards and pulling herself forwards again with her webs, kicking him right in the face.

However, Juggernaut got up again and knocked Spider-Girl away, he smashed his foot in the ground and broke loose a chunk of concrete; he picked it up and threw it at the hero. But Twilight caught it with her webs and threw it back at him.

Now he was mad, the brute charge forward and grabbed Twilight with his giant hand; he slammed her on the ground like a rugby football, which made her bounce back up into the air, allowing Bulk to kick her into the side of the building. He charged towards her and smashed them both through the wall.

Now inside the generator room of the facility, their fight continued.

Juggernaut charged towards Twilight again, but she had recovered from the crash and was able to jump over him and latch onto his back; she began steering him around the room. Right up until she caused him to crash into the wall; once he was down, Spider-Girl punched and kicked the air out of him.

When she saw him recover, she jumped back to avoid getting hit; she said to the brute, “You need to pay for all the people you hurt today, Bicep.” She then grabbed a piece of debris with her webs and threw it at him, knocking him back slightly

Juggernaut replied, “No, I am the strongest person in the world; you have no right to just lock me away!”

The villain knocked her to the ground, he then tried to crush her under his giant fist; however, she caught it before it hit her, and she used all her spider-strength to push it away.

“Just except that what you’ve been doing is wrong and spend a few years in Rykers to pay for your crimes. If you come in quietly, maybe we can cut some kind of deal with the police.” Twilight explained.

“Never!” was his reply.

Spider-Girl grabbed another chunk of rubble and threw it at Juggernaut, it hit him hard; she started punching and kicking him, and with one final kick, he was pushed against the wall. The villain sat against the wall, but notice a crate next to him; he grabbed it and threw it at the hero.

She dodged the attack and landed in front of the villain, who had already got back up and was ready to charge again; and just as he did, Twilight jumped over him and latched onto him again. The two of them ran out of the first hole in the wall that was made and stopped outside, in front of where Adam was sitting.

To finish this guy off; Spider-Girl jumped off him and latched a web onto him, she swung around the brute before delivering a power kick to the back of his head. This caused Juggernaut to land face first on the concrete floor; his helmet should have protected him, but he was weak from the fight, he was out cold.

When the fight was finished, Twilight ran over to see if Adam was okay; he was starting to get back up where vans started arriving. Around five black van pulled up to the scene, and emerging from those vans were what looked like soldiers; wearing red body armour.

“Did Sable get an upgrade?” Twilight asked.

Spiderman replied, “I don’t think that’s Sable.”

The logo on the side of the black vans matched the sign on the side of the building site they were at, ‘Roxxon’.

The red soldiers were holding Sable-like weapons, and they were all aiming their guns at the Juggernaut; from the third van, came a woman, she looked like she was in charge. The woman noticed the two heroes and went over to introduce herself.

“Hello, my name is Phyllis Cloverleaf; CEO of Roxxon.” 

Spiderman shook her hand; but he then turned the attention back to Juggernaut, “Sorry, I think our ball landed in your yard.”

But Phyllis replied, “Not a problem, you actually did us a favour; we were planning to tear this building down to put up something new, and now we have a head start.” She looked at the brute and explained, “You two can be on your way, and we’ll hold this one for the police.”

With that said, she walked away; so Spiderman and Spider-Girl made their move, they started web-swinging away.





Just as the sun was going down, Adam and Twilight were sitting on the ledge of a rooftop; not wearing their masks, just staring at the city.

“Adam, about today, I’m sorry.” Twilight stated.

Spidey rested his hand on her shoulder and said, “It okay, these things happen; so some bad guys got away, we caught them once, we can do it get.” He then remembered something he had to tell her. 

“Which brings me to the reason we need to talk; I’m not going to be around for the next couple of weeks.” Adam explained.

Twilight noticed him saying this, she then replied, “What? Why?”

“Me and Fluttershy are gonna take a little vacation; it’s sort of a delayed honeymoon.” 

Having mixed thoughts about this, Twilight replied, “I don’t know if I can do this job on my own; especially with most of our friends out of town.” Adam knew what she meant; most of the Mane 7 had taken little trips of their own.

Rainbow Dash went to see Soarin in Manehattan, and she took Pinkie Pie with her. Rarity had accepted an invitation to spend the next two weeks with Fancypants in Las Pegasus. Applejack was still in town, but she’d requested some time away from the whole ‘super-hero super-villain’ thing.

“Where are you and Fluttershy going?” Twilight asked.

Adam replied, “I’m taking her to see Earth 1; we’re gonna stay with my parents and I’m going to show her where I grew up.” He noticed that she was worried about this, so he tried to cheer her up, “Hey, don’t forget, you’ve still got Spike and Sunset here to help you; don’t worry, you’ll be fine.” He then pulled something out of his pocket, “And take this.”

It was a small device that linked to the communicator in Twilight’s mask, “With this, you’ll be able to call me, even if I’m in another dimension. Just in case you need some friendly neighbourhood advice.”

Twilight replied, “Thank you Adam, for teaching me everything I know about being a spider.”

“No worries.” He replied. “Well I better get home and finish packing; see ya round, spider.” He stood up and put his mask back on, “Canterlot’s only spider.” Spiderman then jumped off the roof and began swinging away.

Spider-Girl watched him leave and muttered to herself, “I’m Canterlot’s only spider.” She then put her mask on and started swinging home.
> Chapter Two
> --------------------------------------------------------------------------

Spider-Girl was swinging home after the great take down of Juggernaut, she felt really proud of herself; it was the first time she’d taken on a super-villain, that powerful, on her own. She looked down at the buildings below her and saw her apartment building was getting close.

Waiting for her, on the roof of the building, was Twilight’s dog Spike; every time she had to do something spider-related that kept her out at night, he would wait on the roof for her.

Twilight landed next her dog, he ran towards her and jumped up into her arms; the two enjoyed a quick nuzzle before Spike said, “Juggernaut, seriously?” 

“How do you even know about that?” Twilight asked as she took her mask off.

Spike replied, “It was all over the news, an anchor helicopter caught the whole chase for the evening news.”

Before Twilight could grab the bag that had her regular clothes in it, she noticed something down the road. Roxxon Plaza, the centre of the company; the billboards and lights seemed like they were malfunctioning. Twilight was praying it was just some technical problems, but on the off chance it wasn’t.

She turned to Spike and he was looking in the same direction as she was, he then looked up at her and said, “Go on.”

Twilight smiled as she put her mask back on and jumped off the roof, she then started swinging to Roxxon Plaza.





Spider-Girl let go of the web and landed in the plaza; sitting in the very centre of square was a large machine. Twilight was wondering to herself what that thing was until something scared her from behind.

She turned around and saw on a large video screen, it was an ad for the machine and a new power source. Twilight took a second to watch the ad.

Phyllis Cloverleaf appeared on the screen, she began explaining what all this was. “What you are looking at it a state of the art energy generator; powered by Roxxon’s latest and most powerful creation, Nuiform.” The video showed a canister of glowing blue liquid.

The ad continued, “With this device, our machine can power this entire city. Right now we’re only powering this building and plaza; but soon we’ll power everything. The state, the country, the world.” The ad finished with the company’s slogan, “Here’s to a world, powered by Nuiform.”

While the ad was playing, Spider-Girl noticed something, “That Nuiform stuff, it looked kind of like Ener….”

However, she was cut off when she heard a noise coming from nearby, the sound of a window being broken. Using her webs, she swung up to the source of the noise; there, she found a window had indeed been broken.

Twilight went inside to try and find her culprit, the room was dark and quiet. The only source of light was from a computer that had been left on; Spider-Girl walked over to the computer to try and find some answers.

“Man, one day as the one and only spider; and I already have some kind of mystery to solve.” Twilight said to herself. She then managed to find something, the last thing someone did a ‘search’ for. “Nuiform, they were trying to find out shipping schedules.”

Suddenly, Twilight stepped in something; she looked down to see what was on the floor, she picked up some of it up and saw what it was, “Grass?” she asked herself. That’s when her spider-sense went off; she turned to the side and someone was charging at her.

They crashed into Twilight and pushed her out the other window; they both landed on the ground of the plaza, Twilight could now get a good look at this person.

The figure was wearing a mask, silver and purple; similar to the suit they were wearing. But the strangest thing about them, was that they had large purple and silver gauntlets. The masked figure shouted, “It’s Spider-Girl; attack formation.”

Out of nowhere, a second mask wearing thug leaped in a landed on a roof; he held out his hand and a rifle materialized in his grasp, it looked like it was made from the same stuff as the other person’s gauntlets. 

“Look, I don’t know who you guys are; but we don’t have to fight if you don’t want to.” Spider-Girl explained. 

The one with the gauntlets replied, “We’re the Underground; and we do want to.” The thug then charged forward, trying to punch Twilight with their giant fists.

Spider-Girl slid under his legs and kicked him in the back, pushing him away; she tried shooting webs at him, but he blocked it with his gauntlets. So when that didn’t work, Twilight had to get creative; she fired a web-line at the thug’s face and pulled him forward, she then kicked him in the chin and knocked him unconscious.

She was about to celebrate her victory too early, when the thug from the roof began firing his rifle at her; the blasts looked like purple laser bolts.

Twilight web-zipped to the roof he was on, and kicked him to the ground.

After the small fight, Twilight dragged the two criminals together; she tied them in webs and contacted the police to come and get them. “The police should be able to handle things from here.” Before she left them, she took their masks; what surprised her, is that they looked her age. Around nine-teen to twenty year olds.

“Huh, guess the street kids want a piece of the action.” That’s the only explanation for why these guys were attacking Roxxon. However, none of them looked like they had anything to do with grass; their tech looked pretty advanced.

Spider-Girl swung back up to the computer where she found the grass; she took a sample of the grass grains, hoping she could analyse it at home. When Twilight heard police sirens outside, she knew that was her cue to leave; she jumped out the window and started swinging back to her apartment.





When she crawled into her room, she quickly changed out of her suit and into her outfit; tonight, was a special night.

Cadence was on her way over tonight to have dinner with Twilight and her parents; today was the one year anniversary of Shining Armour’s death, and they thought they’d just come together and have a small meal together.

After she was finished getting ready, Twilight left her with Spike following her; she found her parents in the kitchen. Night Light was chopping up vegetables while Twilight Velvet was stirring the soup; they both smiled when they saw their beautiful daughter walk in.

“Hi Mum, hi Dad.” Twilight greeted.

“Hi honey, you’re a bit late.” Night Light stated.

To which Twilight replied, “Yeah I couldn’t get a cab and the last bus had gone.”

“Did you at least get the eggs I asked for?” Velvet asked.

That’s when it hit her, after everything that happened today; she forgot to get the eggs. So quickly, she had to come up with an excuse, “I’m sorry Mum, I was going to the mall to get them; but then I heard the mall wasn’t safe because the super-heroes were chasing Juggernaut there.”

Velvet replied, “Well then, it’s a good thing you didn’t go there; but that does mean I can’t make Spike’s favourite dog-biscuits.”

“No!” they all heard Spike shouted, as he raised his paws in the air.

Night Light said, “I’m still not one hundred percent used to you talking yet.” He then turned to Twilight, “It doesn’t matter; I’m just glad you were okay today.”

Suddenly, there was a knock at the door; Twilight said, “I’ll get it.”

Twilight answered the door and smiled, because standing on the other side of it, was her sister-in-law Cadence; and in her arms was her seven month old daughter, Flurryheart. The two sisters-in-law gave each other a quick hug; even though Cadence could only use one arm.

“Hello Twilight.” Cadence greeted.

“It’s good to see you again, Cadence.” Twilight replied, she then looked at her baby niece. “How’s the best little baby in the world?” she then gave Flurry’ a little tickle, making her giggle.

The mother replied, “Flurryheart is fine; she’s been a bit of a handful, but she’s still the greatest thing to ever happen to me.”

“Are you two going to talk by the door all night, or are you going to let her in, Twilight?” Night Light asked when he saw them talking. Twilight invited Cadence in, only for Twilight Velvet to come and see them, she wanted to see her granddaughter; she’d not seen her since her birth.

Cadence handed Flurryheart to her grandmother, so she could talk with Night Light; but first, Night Light turned to his daughter and said, “Why don’t you go get a tape for the music box and we’ll listen to some tunes.”

“Okay Dad.” Twilight replied.

As she was walking away, she said back to him, “Where are the tapes?”

“I think there in…. Shining Armours room.” He said back with some sighs in his voice.

Twilight opened the door to Shining Armour’s old room, it hadn’t been disturbed in over a year; longer if you count the time he’d been living with Cadence. The science girl found a box on the floor next to the bed; she opened it, hoping to find the tapes.

Instead, she found Shining Armours old case files; cases he was solving before he became a captain.

The one that caught Twilight’s eye was one about an unusual suspect; she read the alias name, “Prowler.” She turned the file over and was shown a picture of him.



“I wonder if Shining Armour ever caught this guy.” She put the file back and closed the box; she moved that box out of the way and found another one. She opened this new case and found what she was looking for.

After looking through some of the options, she chose the track that would best suit the evening; a playlist of all Shining Armour’s favourite songs. Twilight took the tape to the living room and put it into the player; when the music began playing, the rest of the family agreed that this was the best music for the night.

That’s when Velvet called them all to the table for dinner.





Later that evening, the family had finished eating the food; Velvet took Cadence and Flurryheart over to the couch, while Night Light asked Twilight to help him with the dishes. That’s when the father decided to have a little talk with his daughter.

“Twilight, before I tell you this; just know that I love you and you mean the world to me.” Night Light explained.

“What is it, Dad?” she asked.

Night Light was hesitant, but it had to be said, “I think it’s time you found a job.”

Then Twilight replied, “But, me and my friends are in a band; we play gigs and that earns us money.”

“I get that, sweetheart; but you need to start thinking about your future. Your brother was smart young lad when he was your age; he’d just joined the police academy and passed his tests in just under a year. You need to decide if you want to have a well-paying successful career like him; or are you just going to keep playing music for money at theatres and parties.” Night Light explained.

Twilight was getting concerned about what he was saying, “Are you saying my music career will get me nowhere?”

“No, it’s just; before I met your mother, it seemed like I was throwing my life away. And after I lost my job, I made some poor decisions in order to pay for Crystal Prep, for you.” Night Light sat down and continued, “A decision that almost cost me everything. I just don’t want you to have to do that.”

Was he was done talking, Twilight walked over to her father and hugged him; she said, “Don’t worry Dad, I know what I’m doing.” She then yawned, causing him to move her off him.

Night Light then told her, “I think it’s time you went to bed, little Miss Sparkle.” Twilight agreed and began walking to her bedroom.

She waved goodnight to her mother, sister-in-law and niece before calling Spike to follow her.

Twilight changed into her pyjamas and climbed into bed, she put her glasses on her night stand and was ready for some sleep; but before the slumber took her, she thought about something that Adam said to her, ‘Canterlot’s only Spider’.
> Chapter Three
> --------------------------------------------------------------------------

The next morning, Twilight yawned as she rubbed her eyes; on the floor in his little bed, Spike did the same. When the little dog was awake, he jumped up onto Twilight’s bed to check if she was awake. When Spike saw her moving, he began to nuzzle her up.

“Good morning, Spike.” Twilight greeted.

Even though Spike could talk, it was still within his power to deliver a nice little bark in response to her greeting. Twilight scratched him behind the ear before getting up; as she did, she heard a beep come from her computer.

Twilight walked over to the laptop she had on her work desk, when she turned the screen on, it showed a project she’d been working on for a while. “Wow, its working.”

“What’s working?” Spike asked while jumping off the bed.

“A while ago, I had an idea about an app where people could submit their problems and us superheroes could assist them.” Twilight typed in the code and launched the app onto the internet. “It just finished programming itself, now it’s live online.”

After Twilight had a quick shower and changed into her spider-suit, she walked over to the window; Twilight then put her mask on and pushed a button on the side of it. It connected her mask lenses to her laptop, “Spike, I’m gonna need you to be my ‘dog in the chair’. Think you can do that for me?”

Spike replied, “Of course, no problem, Spider-Girl.”

With that said, Spider-Girl opened her window and began climbing up the fire escape; when she reached the roof, Twilight jumped up onto a pipe. The comms were working, so she was able to talk to Spike; she said, “You ready?”

“Go for it.” Spike replied.

Twilight jumped off the roof and began swinging through the streets of Canterlot City; with Spike watching the whole thing from Twilight’s laptop.

“How do you do this every day without throwing up in the mask?” Spike asked her. All Twilight did in return was chuckle at his question. The Spike got an alert on the computer, “Hey Twilight, someone posted a request in your app.”

“Whoa really?” Spider-Girl replied. Spike sent her the alert and she read the request, “Someone needs help at the subway station, the one in Applepaloosa Square.” Twilight thought for a minute, then she realised something, “Wait, isn’t that the one where Dad works now?”

Spike replied, “Come to think of it, I think it is. He mentioned how he was offered a job there after he came out of retirement.”

Spider-Girl explained, “It’s probably just a coincidence; I’m gonna head over to see what’s up.” After saying that, the comms when silent, Twilight started swinging faster towards the subway station.





When the spider-hero arrived, she saw it was one of those stations that sat on top of a bridge over the city streets; and next to the station was a tower, seemed like the best place to look for Night Light.

Inside the tower, Night Light was pressing buttons on the computers to try and get the system working again. “Come on, I left early this morning so I could avoid something like this.” He muttered to himself.

Without warning, Spider-Girl leaped onto the side of the tower and crawled down to the open window; she looked at her father working, she knew she would have to disguise her voice. “You call for some help?” she asked in a deeper tone.

Night Light turned to the window to see the masked hero looking through his window; he replied, “Yeah, I got this app and thought you could help me with something.” He turned back to the controls and explained, “I think someone’s messing with the system relay, and we need trains on the track or all these people are gonna be late. I’ve had four complaints this morning alone.”

Twilight quickly took a look at the controls, she then explained, “Don’t worry, I’ll follow the tracks back to the train yard, see if anything needs fixing.”

Before Spider-Girl could swing away, Night Light stopped her and asked, “Wait, where’s the other spider; you know, ‘Spiderman’?”

“He’s on vacation. But don’t worry, I got this.” Twilight then started web-swinging down the track, following them back to the train yard.





Spider-Girl landed on a roof next to the train yard; when she looked at the trains, none of them were on the main tracks. But that wasn’t all, the area was swarming with those same guys who attacked Roxxon Plaza, the Underground.

Twilight heard of one them say, “Keep working, the boss wants this done before tonight.” The one working just nodded her head, it looked like she was sabotaging the train system.

“Okay, what would Adam do in this situation?” Twilight asked herself, then the answer came to her, “Well, he’d take these guys out stealthily, to avoid any unnecessary gun fire.” 

While the Underground kept working and patrolling, Spider-Girl started crawling around the area, taking these guys out one by one.

The first Underground member was standing by a trash bin, Twilight was able to use her webs to pull the bin forward; this knocked the guy flat on his face and knocked him out. However, that idea was noticed, two other ‘Underground’ers’ went over to investigate what had happened.

The next one Twilight took out, she was perching on a lamppost above him; so when no one was watching, she shot webs down to him and pulled him up. The thug dropped his gun and Spider-Girl tied him up in her webs.

What happened next didn’t go as planned, Spider-Girl web-zipped to the ones that were messing with the control panel and knocked their heads together, knocking them out; but she didn’t check to see if anyone wasn’t watching.

“It’s her!” an Underground member yelled. “It’s Spider-Girl!”

Another one shouted, “Well don’t just stand there, waste her.” He said while activating his gauntlets.

Now Twilight had to take these guys down the old fashion way; with brute force. All five of the remaining Underground members charged towards Spider-Girl, but she jumped over them, while also webbing one in the face.

This allowed her to web-zip towards him and knock him out cold with one punch to the face.

The rest of them were taken down by punches and kicks to the stomach, face or back; once they were dealt with, Twilight could work on getting the trains back online. She swung up to the control room and let herself in, there she saw a picture spray painted on the walls.

“Long live the Tinkerer.” Twilight read aloud. The painting was a picture of the Tinkerer, with a silver mask; and under the picture, read the words. “The Underground work for the Tinkerer? But she’s locked up in Rykers with the rest of the super-villains.”

Twilight had to think about this later, she walked over to the controls to try and get the train system working. Within a matter of minutes, the automatic train system was fully functional again. Trains automatically made their way back onto the track.

Suddenly, Twilight got a call, Night Light was calling Spider-Girl through the app; “I don’t know what you did, but the trains are working again. Thanks.”

“Don’t worry about it; I took care of the people messing with the controls. And be sure to tell your friends about the Friendly Neighbourhood Spider App.” Spider-Girl replied.

“Will do, in the meantime, come back to me; I got something for you.”

Twilight finished tying up the Underground before contacting the police, she then started swinging back to her dad.





When Twilight arrived at her father’s office, he stepped up to the window to greet her; he was holding a little reward for helping him keep his job. “Here, a one year free subway card; ride the trains with no charge. Did I get the name right?”

Twilight looked at her reward, she said, “Thanks sir, I’m sure the name is ri…”

But she could finish, she noticed the name on the card, ‘Twilight Sparkle’. She muttered, “But ho..?”

“When I saw Spider-Girl on the news, fighting those convicts, all I could see was some of the moves you and your brother used to practice in the park when you were play fighting. Plus, you’ve stopped disguising your voice.”

Spider-Girl jumped into the office and took her mask off, “Are you mad, Dad?” 

Night Light replied, “Mad? My little girl’s a superhero, how could I be mad. You’ve made me the proudest dad ever.” The two of them embraced in a loving hug. 

When the two of them pulled away, Twilight asked, “Are you going to tell Mum?”

“No, I think she has enough on her plate, what with her city council thing she’s doing.” Night Light replied.

Twilight then said, “Oh yeah, she wants to be a part of the city council. Doesn’t she have a big campaign thing tonight?”

“Yeah, she’s having a big event on our street; so don’t be late.” Night Light explained. Just as Twilight was about to leave, her father stopped her; he explained, “Just so you know, Roxxon were planning to transport that Nuiform stuff on the trains, but they’ve just cancelled their shipment.”

“They must have already heard that the Underground were stopping the trains, and after the break in a Roxxon Plaza, they don’t that gang anywhere near the Nuiform.” Twilight said.

Night Light then told her, “I heard on the news this morning that Jupiter Montage is being taken to the CCPD building today for questioning; since she apparently commands the Underground.”

Spider-Girl put her mask back on and jumped up to the window, “Thanks Dad, I promise I’ll be careful.” She then jumped off the tower a started swinging away.

“I know.”

Just as Twilight was swinging away from the station, she got a call on her phone, Sunset Shimmer was calling her; her friend greeted with, “Hey Twilight, how’s it going?”

“Fine, my Dad just found out who I am.” Twilight replied.

Sunset then said, “What? Are you in trouble?”

“No, he was actually okay with it. He promised not to tell my Mum, or anyone else.” Twilight explained as she landed on a rooftop.

“Anyway, I can you come by the HQ, I need to show you something.”

Twilight answered with, “Sure, I’m on my way.” Spider-Girl hanged up the call and began swinging towards the superhero HQ.





When Spider-Girl arrived, she landed outside the HQ; before she could walk inside, she heard a noise coming from her left. Driving up to the her was a cool looking RV truck, sitting in the driver’s seat was Sunset.

When the red haired girl stepped out of the truck, all Twilight could say was, “Where did this come from?”

Sunset replied, “When we bought the HQ, I only just realised we had some money left over; I used it to buy this little beauty I like to call ‘HQ II’. A mobile headquarters we can use to fight crime across the city.”

“Nice.” Twilight said. “Do you think we could drive this thing to my Mum’s big event thing tonight; plus I don’t really want to go on my own?” 

“Of course.” Sunset Shimmer replied. That’s when Sunset remembered that thing she wanted to tell Twilight, “Uh Twilight.” She said.

“Yeah.” Spider-Girl replied.

Sunset said back, “I just wanted to say that I… That I… That I l…” Twilight took her mask off, now Sunset was looking into her eyes. “That I like what you’ve been doing with your hair.”

Twilight replied, “Oh, thanks. I like yours too.”

Sunset put on a fake smile, once again she chickened out of what she really wanted to tell her; but I guess that would be something for another day. The two of them went inside the HQ to just hang out until tonight, once the evening started to show, they got in the truck and drove back to Twilight’s street.





On the street where Twilight Sparkle lived, the road was full of people and stalls; people from all over Canterlot City was here to support Twilight Velvet. The two girls walked down the lit up street, Spike was following them; he was told to stay close, didn’t want him getting lost in the commotion.

“Is all this just for your mum?” Sunset asked.

“Yep, everyone wants her to get on the city council. She does so much for the community, now she can spread that to the whole city.” Twilight replied.

The two girls were enjoying themselves around the stalls when they ran in Night Light; he greeted them with wave and motioned them to come over. “Hi girls.”

“Hi Mr Light.” Sunset greeted. She then whispered this next bit, “Twilight tells me you know her little secret.”

Night Light replied, “Yeah, but I’m okay with it. As long as she’s safe.” He then took a minute to realise something, “So you know too, huh?”

Twilight then replied, “Actually Dad, all my friend’s know.”

Now Night Light was a little more shocked, “What even that guy with the glasses? The one that married your friend Fluttershy?”

“Yeah, you know him by another name.” Twilight said as she and her friends walked away.

It took some thinking, but Twilight’s father got it in the end, “Wait he’s…”

Before he could finish however, everyone began gathering around the stage; it was time for Twilight Velvet to give a speech to the people. She got up on stage and walked up to the microphone; took a deep breath and then began.

“People of Canterlot City, I stand before you today as just an ordinary person of the streets. I live at home, with my husband and daughter. I had a son, but not anymore; he was the captain of the police and he gave his life for this city. But I stand here not to dwell on the past, but look to the future; I want to make my son proud by letting the people having a say in the matters.” 

The crowd clapped for her, Twilight looked up at her mother and was so proud.

Velvet continued, “So if you elect me for the city council, I will personally make sure that everyone has a say in the problems that our city faces on a daily basis…..”

Suddenly, she was cut off when a billboard to her right began sparking; everyone turned their attention to the large monitor. On the screen, appeared a member of the Underground.

“Ladies and Gentlemen, we are the Underground. You talk about voices being heard, but what about our voices; and our freedom. Our leader, the Tinkerer, was put in jail for being the smartest person in the city; well that mockery of justice ends tonight.” The screen then went blank.

As the people started panicking; Twilight, Sunset and Spike ran for the van. When they got inside, Twilight began changing into her suit; when that was done, they turned to the monitor in the truck.

“Okay Sunset, what’s going on?” Spider-Girl asked her friend.

The red haired girl replied, “Well, if what that guy on the big TV said was true, then they’re probably planning to spring Tinkerer.”

Spider-Girl then said, “That’s right, my dad said that she was being moved to the CCPD for questioning about the Underground.”

Twilight got out of the van and jumped into the air, she then began swinging around the buildings, making her was to the police station.





However, as Spider-Girl was swinging; Sunset called her on the comms. “Twilight, I just heard on the police scanner; the Underground are on Canterlot Bridge, and the police station.”

“What? What are they doing there?” Twilight asked.

“Well it turns out Roxxon was scared to use the trains to transport their new power source; since the Underground were able to sabotage it so easily. So they decided to ship it via convoy, and now it’s being attacked.” Sunset Shimmer explained.

Twilight landed on a ledge, she was looking between two directions; she said, “So it’s either let the Underground the Nuiform or let the Tinkerer escape.” Those were her two options, what was she going to do?

The decision came to her; she said to her friend, “The police are going to have to handle themselves; if the Underground get their hands on Nuiform, the whole city will be in danger.” Spider-Girl then jumped off the ledge and began swinging towards the bridge.





Spider-Girl landed on the bridge, there was already fire and destruction on the scene; and in the centre of it all was the armoured truck that was carrying the Nuiform. Four Underground members were approaching the truck, only to be greeted by three Roxxon soldiers.

The leading Underground member said, “Listen, we just want the Nuiform.”

“Well, that ain’t gonna happen.” The commander Roxxon soldier replied.

The two groups raised their weapons at each other; until Spider-Girl jumped in between them, holding out her hands. “Whoa, let’s not shoot each other.”

Suddenly, a rumble was heard from under the bridge; the Roxxon commander pointed his pistol at the Underground and demanded to know, “What are you doing?!”

But the young adults raised their hands in defence, their leader explained, “We’re not doing anything.”

That’s when they all got a surprise, they all heard a large splash from the river underneath them; rising up from the water was a giant plant vine. It rose up like a large octopus tentacle; and standing on the tip of the plant, was a man. This person leaped off his plant servant and landed beside Spider-Girl; everyone got a good look at him.





Without warning, this person raised him arms and shot plant vines out of his hands; the Roxxon soldiers and the Underground were pushed away from the truck.

Twilight raised her fists, ready to fight; she said to him, “I don’t know who or what you are, but you picked the wrong day to get involved in something like this.”

Finally, the ‘Plant Man’ said something, “Look Spider-Girl, I have a lot planned and none of it is to do with you.” He grew a vine out of his hand and wrapped it around Twilight, he then threw her across the bridge, crashing her into a car wreck. “I’m only here for the Nuiform.”

Plant Man shot vines out of his hands again, this time at the armoured truck; he pulled the door down, revealing the Nuiform. He stepped inside the tuck and grabbed himself a canister; Plant Man took a look at the blue crystal inside the container.

A vine grew around his back, he tied the canister to himself and was ready to leave.

The Underground were getting up, and were ready to fight this new plant villain; but they were radioed by their other members, “With draw, we have the boss.” The Underground did as ordered and left the scene of the crime.

Spider-Girl got up and shot a web at the plant villain; he took notice of this and just ripped it off himself. He then turned to his giant plant tentacle; without saying a word, the plant smashed itself down onto the bridge, causing great damage to the structure.

Plant Man stepped onto his plant and it carried him away; before Twilight could do anything, the bridge started shaking and crumpling apart. Plant Man was carried back into the water, with the Nuiform; but that didn’t matter right now, there were still people on the bridge.

Twilight worked quickly, she used her webs to hold the bridge together and she quickly got the people out of harm’s way; once they were safe, Twilight used more webs to hold the bridge together.

When she’d done that, the bridge kept shaking; until it stopped suddenly. The bridge stopped moving, all was okay; and just in time, the Roxxon soldiers were coming around.

Once she was sure all was okay, Spider-Girl turned to the Roxxon guys and said, “Everyone is okay, the bridge is secu…”

Before she could finish, one of the soldiers muttered something into his shoulder radio, “We have eyes on the ‘spider-girl’; requesting instructions.” Twilight heard some mutter from the radio, then the commander said, “Copy that.”

The Roxxon soldiers pointed their guns at the hero, she raised her hands in defence.

One of the people Twilight saved shouted, “Hey, what are you doing; she saved us!”

Sunset, who was watching everything through Twilight’s mask, said to her through the comms, “Twilight, get out of there.” Spider-Girl did as instructed and jumped away, the soldiers opened fire but didn’t land a hit; Twilight swung away from the bridge.





Twilight stopped swinging when she landed on a rooftop, she leaned against a wall and took off her mask; she was sweating from the tense situation she was just in.

“What happened to Roxxon being there for you?” She said to herself. “They were going to shoot me.”

With nothing left to do, Twilight reapplied her mask and began swinging home; still puzzled about what made Roxxon turn against her and who that ‘plant man’ was.
> Chapter Four
> --------------------------------------------------------------------------

While Twilight was swinging home, Sunset called her on the comms, hoping to help her friend, “Are you okay, Twilight. It seemed pretty tense on the bridge.”

Spider-Girl replied, “I stopped the bridge from coming down and saved the people; I mean sure I let the bad guys get away, but Roxxon were gonna shoot me.”

“I’m sorry Twilight, I wish I could have done something to help you.”

“It’s okay.” Twilight replied. “I just need to go home and go to bed. I’ll call you in the morning.”

Sunset ended this talk with, “Good night Twilight.”

“Good night Sunset.”

When the call ended, Twilight finished swinging home; a bit of happiness came back when, like always, Spike was waiting for her.

“Oh Twilight.” Spike was about to cry for some reason, he jumped up into his owner’s arms and she hugged him tight. Spike was nuzzling his head against her shoulder; Twilight carried him inside, she put her dog in his doggy bed and changed out of her suit.

Once she was done, she fell asleep in her bed; sad that she might have failed, but happy that this day was finally over.





When the sun rose the next morning, Twilight woke up with a yawn; she got up before her alarm could go off. He alarm was connect to her radio, so when it went off, the radio was turned on; on the channel, Diamond Tiara was doing a bit for her news channel.

“Good morning Canterlot City, the first thing I want to talk about is that crazy situation the happened last night on the Canterlot Bridge.”

“Oh no.” Twilight moaned. She got up and went to her closet to pick out an outfit for today; however, she kept listening to the radio.

“And here with us for this report, is Roxxon’s CEO, Phyllis Cloverleaf.”

The voice then switched to Cloverleaf.

“Look Diamond Tiara, I want to root for the Spider-Girl; I met he once and she seemed like a nice girl. But I can’t turn a blind eye to the damage she caused last night. Roxxon was perfectly capable of handling the Underground and this ‘Plant Man’ themselves. If she wanted to do something useful, why not go to the police station and stop the Underground from freeing Jupiter Montage.”

The voice heard changed back to Diamond Tiara, she introduced the next guest.

“Now on the line, we Captain Gilda Griffon of the CCPD; care to comment on last night’s events.”

Gilda replied, “I just want to start off by saying it seems I was right all along; these spider-people think they’re helping when they’re just getting in the way. If they actually wanted to help this city, they’d step aside and let the real police do their jobs to protect this city.”

Before anyone could say anything else, and now dressed Twilight turned off the radio; she couldn’t listen to them bad mouth her anymore. She needed something to take her mind of this for now; she took out her phone and checked the Friendly Neighbourhood Spider App.

“Someone posted a request.” She said to herself. She tapped on the post and read it, “It say that someone’s been seeing flashing lights coming from the generator company just down the road from here.” 

Twilight thought for a minute, “It could be nothing, but it’s worth checking out.” The hero changed into her suit and jumped out the window, she then began swinging towards the given location.





Spider-Girl landed on the roof of the generator company, where she saw a skylight; she jumped over to it and pried it open. She jumped down through the building, until she came to a stop; Twilight began crawling along the wall, that’s when she found the disturbance.

Twilight hid herself on the ceiling because the room was crawling with thugs; most of them armed with machine guns. “Come on, the boss wants this job done and dusted before tonight.” One of them said.

Before she could jump into action, Spider-Girl was contacted on the comms, “Twilight, where are you?” Spike said to her on the call.

“Oh, look who finally decided to wake up; to answer your question, I’m dealing with a problem someone posted in the app.” Twilight replied.

Spike just replied, “Alright, I’ll be watching everything through your live-stream.”

Using what Adam had taught her, she was going to silently take these guys down and find out what they were up to.

The first guy made the mistake of leaving the group and going into the corner to work on one of computers; so when he least expected it, Twilight shot a web at his back and pulled him up to the ceiling. Without knocking him out, she just tightly tied him up in webs; one guy down, four more to go.

Unfortunately, two of the guys noticed that their friend had gone, so they went to see where he went; Twilight had to hide herself otherwise she’d be caught.

“So, how do you think the boss does it? You know, even though he’s inside?” One of the thugs asked.

The other one replied, “I don’t know, but if we mess up, he’ll find a way to get back at us.”

Spike could hear the thugs talking through Twilight’s feed; he said to her, “Oh my gosh, their boss is inside the building.”

“No Spike, when the say ‘inside’, it means ‘in prison’. Their boss must be in jail, but he’s still operating crimes.” Twilight explained. “But who could do that? Spike, use my computer and see if you can check the police records for and villain who would be able to do that.”

“I’m on it.”

When they weren’t looking, Spider-Girl lowered herself down on a web behind the two thugs; without making too much noise, she wrapped them both in web cocoons and stuck them to the ceiling.

“Hey, it’s Spider-Girl!”

Twilight looked behind her and noticed that one of the thugs had noticed her; with only two of them left, but both of them armed, she had to stop them.

“Forget this, let’s just run.” One of the criminals said to the other.

If those two crooks got away, Twilight would lose any chance of finding out what was going on here or who they were working for. So she jumped to the floor and ran after them; pushing through every door they tried to close on her.

The thugs had just made it outside, but what they didn’t see coming was an Impact Web shot by Spider-Girl; the web got one of the crooks, sticking him to a car parked outside. But the other guy didn’t stay to help his friend, he just ran for it. 

With the thug getting away, Twilight had only one chance; she shot a web-line at a post box and swung it around. When the timing was right, she let go of the web and threw the object at the crook; it was a direct hit, knocking him out.

Someone had clearly called the police, because all of a sudden, police sirens could be heard approaching the scene; with the bad rep she has at the moment, Twilight thought it was best to avoid the police at the moment. 

So without a second thought, she jumped into the air and started swing away.

Twilight landed on a roof somewhere away from the scene, she took a breath before leaning against the wall. That’s when something completely out of the blue happened, she got a text on her phone from an unknown number.

“’Hey Twilight, it’s been a while. Wanna meet up at Sugar Cube Corner.’” Twilight read out loud. She didn’t have a clue who this was, but she was curious to find out. “Okay.” She said and put as a reply.

The mysterious text’er replied, “Great, meet me there at ten.”

I guess this means Twilight had plans for today, she started swing home to change out of her suit; this was going to be interesting.





Later that day, Twilight Sparkle walked into Sugar Cube Corner, trying to find the one who had been texting her. But when she walked in, she was quickly recognized by someone already in the shop.

“Twilight.”

She turned to the left and saw an old friend of hers; none other than one of the councillors of Camp Everfree, Timber Spruce.

Timber stood up from his both and walked over to his friend, Twilight was surprised to see him; here in the city of all places. The two friends hugged quickly before Timber invited her back to his table.

Twilight asked, “So, you finally made it to the big city?”

“Yeah, it took some convincing, but I was finally able to move to town and live the street life.” Timber explained. “But what about you, I haven’t seen you since your last trip to camp.” 

The Rainbooms last trip to camp was one that they don’t really want to remember, if you know what I mean.

“Well, a lot has changed over the last two years. Some of us are in relationships, Adam and Fluttershy got married; and the city has had a few issues with Meta-humans.” Twilight told him.

Looking out the window, Timber replied, “Yeah, I have seen them on the news; personally I think the worst of them are those awful spider-people.” The comment made Twilight’s smile shrink a little. “You have to admit, the do seem like they get in the police’s way sometimes. I mean you saw what that spider-girl did on the bridge last night, didn’t you.”

“Yeah, I know.” Twilight replied.

As the two of them talked about other things for a while, Twilight began to remember the tiny crush she had on Timber Spruce and how they sort of dated/hanged out after the first time the Rainbooms went to camp.

After their talk at the café, Timber walked Twilight back to her house; when they arrived, they spoke one last time.

“I liked seeing you today.” Timber explained.

Twilight replied, “Yeah, me too.” She was looking into his eyes, like they both felt something. “Would you want to hang out again sometime?” she asked him.

Timber replied, “I’d like that a lot.”

For a few minutes, the two of them said nothing; until Timber leaned in closer, and closer. Twilight didn’t stop him, she moved closer to him; it wasn’t long before they’re lips met in a small passionate kiss. Timber rested his hand on her shoulder as she put her hand on his cheek.

The kiss ended and both of them blushed, “Bye.” They said in unison.

As Timber left, Twilight closed the door; once it was closed, she leaned against it, not believing what had just happened. “Oh my goodness, I think I’m in love.” She said to herself. She went to her room to lie on her bed when her phone started ringing.

“Hello.” She answered with.

“Twilight, it’s Sunset, I think I might have something for you. Roxxon has a second building in the city; and after doing some research, I learned that they’ve been working with plants there. It might explain where the Plant Man came from.”

Twilight replied, “Okay, I’ll check it out.” Before she hung up, Sunset said on last thing.

“Oh, and Twilight. I just wanted to say, that I…. that I…. that I lo….” The phone then suddenly hanged up.

“Huh, wonder what that was about.” Twilight said. She then changed into her super-suit and jumped out the window to start swinging away; but what she didn’t know, was that someone watched her leave, and was listening to her conversation on the phone.





Spider-Girl landed on a lamppost outside the Roxxon building she had been sent to by Sunset. She muttered to herself, “If what Sunset tells me is right, this place should give me the answers I need.” She jumped over to another lamp, to get a closer look at the building; she noticed two guards were patrolling what looked like her only way in.

“I here we’re getting new orders soon.” One of the guards said.

But the other one replied, “Don’t raise my hopes. The talk of Cloverleaf discovering the Underground’s base and that we have a new weapon is just a load of rubbish.”

Twilight had to take these guys down quietly, without raising too much suspicion. She looked around and noticed a trash bin next the two guards; this method she was about use was loud, but quick.

The spider-hero jumped down in front of the bin, she then lifted it up over her head with her spider-strength; before the guards could react, she jumped into the air and threw the bin to the ground. It smashed to bits, but the forces from it collision knocked the two guards to the ground.

She then quickly webbed them up before they could get up or call for backup.

With the guards out of the way, Twilight crawled up the side of the building and into an air vent; she crawled for a while before crawling out into a room. She walked down the halls of the Roxxon building, trying to find where they conducted the plant experiments.

Before she could do anything else, her spider-sense warned of incoming danger; Twilight jumped to the ceiling to hide. A door opened and five Roxxon soldiers walked through the hall; they were talking to each as they walked.

“Have you heard from the guys outside; we should probably go check on them.”

“Nah, don’t bother; they might just have fallen asleep again.”

When the guards left the room, Twilight jumped back down to the floor. But what she didn’t realise was that there was a sixth guard, and had just spotted her.

The pointed his gun at her and said, “Hey, don’t move.”

Spider-Girl raised her hands to surrender, until the guard stopped what he was doing, because something just started electrocuting him. When the guard fell unconscious, an invisible figure uncloaked himself.

“What’s up, Spider-Girl.”

Twilight got a good view of the figure, it was the Prowler; the guy from Shining Armour’s old police file.

Without thinking, Twilight shot two webs at the wall behind him and pulled herself forward; she kicked Prowler in the stomach and pushed him against the wall. She then jumped back and was ready to keep fighting.

However, Prowler just got back up and said, “Nice move; I don’t remember teaching you that.” He began taking his mask off, “Did Spiderman teach you that trick?” he revealed his face to be Twilight’s father, Night Light.

Spider-Girl couldn’t believe her own eyes, “Dad, you’re the Prowler. Shining Armour had a file on you; is this the reason he never caught you?”

“There’s more important questions that need to be answered, like what the heck are you doing here?” Night Light replied.

“I’m here to find out who the Plant Man is, my source tells me he was created here.” Twilight explained.

Night Light shook his head and said to her, “Look, I did some work for Roxxon a while back; these are not the types of people you want to get involved with. Especially since they’re already out there gunning for you.”

Twilight then walked away, “Do what you want, but I’m not leaving until I find what I came for.”

This time, Night Light just chuckled, “You’re as stubborn as your brother.” Spider-Girl turned back to her Dad, “I’ll help you find some answers, but then we get out of here.” Prowler put his mask back on, before he could jump away, he said on final thing to his daughter, “Don’t get caught.”

Prowler left the way he came in, while Spider-Girl just used the vents to get through the building.





“I can’t believe my own father is the Prowler.” Twilight muttered to herself.

Night Light had tapped into her comms, he could hear her talking, “You should consider yourself honoured; I brought the Prowler out of retirement to save your life.”

“Were you ever going to tell us, does Mum know?” Spider said back.

The Prowler replied, “No, no one knows; the only person who knew was your brother.”

Before they could continue talking, Spider-Girl pushed a panel out of the way; she was now in a room filled with plants and flowers. She just down to the floor, there were no guards patrolling; just a plant room of some sorts.

And in the centre of the room was a computer; Twilight said to herself, “Maybe that contains some answers.” The hero began using the computer to find out what she needed to know. “This computer contains all of Roxxon’s research on these mutated plants; it’s like they’ve been infused with…” Twilight looked at the scan.

“Nuiform.” She finished. “Or more accurately, Energon. The powerful energy-source that creates meta-humans.”

Right next to the computer was a large flower-like-plant, while Spider-Girl was working, she didn’t notice one of the plants vines growing around the table and going towards her. Growing from the tip of the vine, a purple thorn sprouted. And then without warning, the thorn stabbed Twilight’s hand; she moved it away once she felt the pain, now holding her injured hand with the other.

“What was that for?” she said, talking to the plant. Twilight suddenly felt a little dizzy, she began walking towards the door, trying to leave.

Prowler tried to call her, “Twilight, are you there. Roxxon know you’re in the plant lab, get out of there before they catch you.”

Before she could respond, Spider-Girl fell to the ground; the door to the lab opened to reveal two Roxxon guards. “Well, well; look what we have here. A street-spider.”

The guards went to arrest Twilight, but they got a bit of a shock; literally. Prowler ran up behind them and blasted them with a taser he has in his wrist blaster. When the two guards were down, Night Light picked up his daughter and got her to safety.





When Twilight came around, she noticed she was sitting on a cell phone tower; standing beside her, was her father, still in his Prowler suit. Spider-Girl stood up and walked over to her dad, “Thanks for the save, Dad.”

“I don’t believe this.” Night Light stated.

“What is it?” Twilight asked.

Prowler explained, “You had no idea what you were getting into; and Roxxon is now gonna double their might to try and find you.” Then Night Light pulled something out from his belt, “But since I’m not gonna be able to stop you, here.”

Night Light handed his daughter a flash-drive; Twilight then asked, “What’s this?”

“Everything you need to know about the Underground, including the location of their hideout.” Prowler explained. “You’re looking for a place called Canterlot Theatre.”

Spider-Girl realised, “The old theatre that closed down five years ago?” Night Light just nodded. Twilight said to him, “Thanks Dad.”

“Be careful, Twilight.” He replied.

After that was said, Spider-Girl jumped off the tower and started swinging away; once she was gone, Night Light pressed a button on the side of his mask. It turned on a comm device to his employer, he told them everything.

“Yep, Canterlot Theatre; the Tinkerer is yours. But leave Spider-Girl out of it.”





A few hours earlier.

Sunset was at the HQ, she had just told Twilight about the second Roxxon building.

Twilight replied, "Okay, I'll check it out." But before she could hang up, Sunset had one las thing to say.

“Oh, and Twilight. I just wanted to say, that I…. that I…. that I lo….” She then suddenly hanged up the phone. Sunset grunted at herself before shouting, "For goodness sake Sunset, just tell her you love her."
> Chapter Five
> --------------------------------------------------------------------------

The sun was just going down as Twilight arrived at the old Canterlot Theatre; this place had been closed for longer than Adam had been on this Earth. And surrounding the area, to Twilight’s surprise, were Underground thugs; they were patrolling the rooftops for any unwanted visitors.

Spider-Girl called Sunset on the comms, she needed to update her on the situation. “Sunset, my dad gave me the location of the Underground base; check it out.”

“Your dad, how did he know about this?” Sunset replied, looking through the camera in Twilight’s mask.

The hero replied, “I don’t know, maybe he figured it out.”

“I don’t know Twilight, something doesn’t smell right. What if this is a trap?”

Twilight swung closer to the area before replying, “He’s my father, he wouldn’t do something like that."

Sunset argued, “Your father that is a known criminal.”

“If you not going to say anything helpful, then good bye.” Twilight then ended the call; she had to focus on getting in there somehow.

Once a part of the roof was clear, she jumped down to take a look at the entrance she could use; the hatch was electrified, no way to get it open without accessing the system. Spider-Girl walked over to the console that was next to the hatch; it needed an access key-card to open it.

Twilight muttered to herself, “One of the Underground guys must have a key; time to ask around.” Spider-Girl webbed up to a vantage point to scope out the area, she counted a total of seven guys on the roof.

When one went off on his own, Twilight seized the opportunity to take him out. She shot two web-lines down to his shoulders, she then pulled him up to her, making him drop his gun; Twilight knocked him out before tying him in webs.

Before leaving him, she quickly searched him for a key; sadly, he didn’t have one. All she could do was carry on looking.

Two thugs were distracted by talking to each other, a guy and a girl; the guy one said, “So why can’t I meet your parents, are you embarrassed of me or something?”

“No babe, of them.” The girl one responded.

The guys sighed in relief, until he saw his girl get pulled away by webs; before he could do anything, he was shot with an Impact Web, sticking him to a wall. The girl was then swung into him, sticking them there together.

Spider-Girl searched them both, “Still nothing.” She grunted.

Suddenly, across the roof, a door was thrown open; and a brute of a man marched out of it. He began barking orders at the Underground thugs, “We got a security alert, Spider-Girl’s here; spread out and find her."

Twilight then thought to herself, ‘If anyone had a key-card, it would be that guy’; so now playing it safe was out of the question, it was time to attack with brute force.

After shooting a web at them, she pulled herself forward and knocked the brute onto his back; she then leaped off him and was surrounded by the Underground. They each tried to attack her, but she would either dodge or counter the attack.

The first guy charged towards her, but she leaped over him and shot a web on his back, pulling him back and threw him into another. They were both knocked down, leaving just two guys left; and the brute, who had now got back up.

She began rapidly, firing webs at the brute; tying him in webs. Twilight then shot a web-line at him and pulled him forward; she swung him around like a wrecking ball, his weight made him perfect for knocking out the last two thugs. Once they were down, she let go of the web and sent the brute flying towards the wall; the webs stuck him to it like glue.

Unfortunately, that wasn’t enough to stop him; his strength given to him by the Underground tech, allowed him to break free from the sticky stuff. Using the tech again, a mace and a shield materialized in his hands.

“Come at me, girly.” He taunted. 

Spider-Girl was happy about that comment, and she had just noticed the brute thug was standing in front of the electrified hatch.

“Who needs a key-card?” she said to herself.

Jumping up into the air, Twilight shot two webs and pulled herself back down; she landed on the brute and pushed him down, he fell onto the hatch. Spider-Girl jumped up again and pulled herself down with webs once more; this time, the force was so great, they both smashed through in and fell into the theatre.





The two of them fell right in the centre of the theatre, the brute was about to hit the ground; but Twilight, being the hero that she is, caught him with her webs and saved him. She hanged him from the ceiling, before investigating the large red machine in the middle of the room.

It was a large generator -looking device, which doubled as some kind of container; Spider-Girl said to herself, “The colour of this machine matches the colours of a Nuiform container, is this what they were going to use to store it?”

There was a computer next to the machine, it looked like it was the controller. Twilight worked her tech magic and accessed the computer.

“According to this, the machine wasn’t just going to store Nuiform, it was going to super-charge it. But doing that would make it unstable.” She said. A small projector showed a hologram of what was going to happen; it showed the supercharged Nuiform be inserted into the Nuiform generator in Roxxon Plaza. “If the Tinkerer was to go through with her plan, it would destroy Roxxon Plaza. It’s not open yet, so no one would get hurt.”

Before she could check anything else, Twilight found a file that interested her; a video file. Without hesitation, she played the footage. It showed security camera footage of Jupiter Montage and someone else inside a Roxxon facility.

Jupiter Montage and her uncle, Canter Zoom were inside a Roxxon facility; they were inside a room that was generating Nuiform.

Canter Zoom turned to his niece and said, “You ready?”

All she did was not in return; the two of them stood by a console while Canter’ worked, they were going to shut down these machines and destroy the Nuiform. It was too dangerous for anyone to use, it had to be disposed of before it got out.

After he typed in the cancellation code, Canter Zoom looked up to see all the machines shut down; he then turned to the canister of Nuiform in the centre of the room. He picked up a close by wrench and approached the energy source.

“Wait Uncle Zoom, not like that; that stuff is raw power, it could be unstable.” Jupiter’ warned.

But Canter’ didn’t listen, he was going to destroy the mistake he helped create; he swung the wrench at the canister and wacked it hard, the glass casing began to crack.

Suddenly, an alarm went off; a glass shield was lowered around the Nuiform and Canter Zoom was trapped inside it. He turned to Jupiter and started banging on the glass, begging for help; but she was looking at the canister of Nuiform, the energy was leaking out of it.

Before Canter Zoom could scream for help from his niece, Jupiter Montage ran for her life; not looking back. And inside the glass shield, the Nuiform exploded, vaporising everything inside the shield; Canter Zoom had no chance of surviving.

And with that, the video ended; Twilight backed away from the monitor, not believing what she just saw. She muttered to herself, “Oh my gosh, Roxxon and the Tinkerer; this is how it all started.” As Twilight searched through the computer to see what else she could find, a voice caught her attention from behind.

“That wasn’t yours to see.”

Suddenly, without warning; Twilight’s spider-sense went off, she jumped of the way. Good thing to, because someone had leaped forward and smashed into the computer desk; Spider-Girl looked up at the one responsible, it was her, The Tinkerer.





She had the same technology her minions had, so two of those power fists materialised on her hands, “You shouldn’t have come here.” Spider-Girl was ready to fight, and that’s exactly what those two did.

The hero started by rapidly firing webs at the villain, but she blocked it with her gauntlets; they then disappeared and were replaced by a large sword-type weapon. Tinkerer swung the blade at Spider-Girl, trying to take her out; but Twilight was able to dodge the attack and counter them.

When Jupiter stopped for a second, Twilight shot a web into her face; with her temporally stunned, the hero jumped forward and began punching and kicking her. But when Tinkerer pulled the web off her face, her big metal fists came back and she punched Twilight away.

The two of them charged at each other; however, before they could attack again, Twilight’s spider-sense went off again.

A large object smashed through the ceiling and crashed into the ground, the force blew Tinkerer and Spider-Girl to the side. When Twilight got up, she saw who it was; Juggernaut, free again.

The brute turned towards Tinkerer, he said to her, “Hello again, Jupiter; haven’t seen you on the outside of the bars for a while.” Jupiter Montage reequipped her gauntlets and charged towards her new enemy; but they broke into fragments the moment they touched Juggernaut’s suit, which looked like it had been upgraded.

Covering Juggernaut’s armour, was more armour; red pieces of metal covered his already powerful suit. A similar colour to Roxxon’s soldiers, indicating the brute had a new employer.

Bulk Bicep raised his fist and punched Tinkerer away, rendering her unconscious.

Spider-Girl jumped onto his back and tried to pry his new armour off, but it seemed like it was welded to him. Juggernaut grabbed her with his giant hand; before doing what he was going to do, he muttered, “Lights out.” He slammed Twilight onto the ground, knocking her out.
> Chapter Six
> --------------------------------------------------------------------------

All was blurry, the lenses in the mask were opening; allowing Twilight to see her surroundings. She then remembered what had happened; Juggernaut attacked her and Tinkerer in the Underground lair. Spider-Girl tried to get free, but her arms were restraint to the chair she was sitting in.

“I must say, I’m very disappointed with you.” A voice said.

Twilight looked up, Phyllis Cloverleaf was sitting in front of her; she continued talking, “I always knew Miss Montage was going to be a handful. I guess I was kind of hoping you and me would see eye to eye.”

“Where are we?” Spider-Girl muttered.

Cloverleaf raised her hands and gestured to the room, “Your behind the curtain; our most secure facility in the entire city. This is where the magic happens.”

Suddenly, out of nowhere, another voice was heard, “You really are crazy woman, you know?” 

The Roxxon CEO chuckled before continuing, “You know, when her uncle and I were developing Nuiform….”

“What did you do? Uncle Zoom told me all you knew how to do was sell other people’s ideas.” Tinkerer interrupted. 

Phyllis stood up in anger and turned to Jupiter’; she yelled, “Well at least I’m still breathing!” she then calmed down and turned back to Spider-Girl, “But let’s not dwell.” She sat back down in her chair and face Twilight.

“The first thing I’m gonna do is…” Phyllis reached for Twilight’s mask, but the hero moved her head out of the way. The CEO chuckled again, enjoying this too much, “Let me tell you what what’s going to happen, freak; I’m gonna get that mask off you, then I’ll find out what makes you tick.”

Cloverleaf stood up and began stroking the side of Twilight’s head, “Because you smell exactly like next level biology. And do you know what that smells like to me?”

Twilight looked up to find out the answer.

“Money; like a lot of money.” Phyllis replied. Cloverleaf then stood up and began walking to the door, “Okay, well I have some business to deal with; board meetings, can’t miss them.” The door opened, revealing the Roxxon upgraded Juggernaut behind it. Two Roxxon soldiers walked in as she walked out, “Get miss purple to tell you where my Nuiform is. Oh and hurt the spider.”

The door closed, leaving Spider-Girl and Tinkerer in the room with two Roxxon soldiers; they seemed like they were holding a grudge. “Time to finish what we started on the bridge, girly.” One solider said as they both activated their electric clubs.

All Twilight could do was sit there whilst the two of them began beating her with their clubs, and they got a good laugh while they did it. Tinkerer was just watching; even if she wanted to do something to help, she couldn’t.

Bash after bash was more and more painful, until Spider-Girl had decided she’d had enough; she channelled all her strength to her arms, and pulled the restraints apart.

Once she was free, before the guards could attack, she leaped onto one of them and flipped them over, so would hit their head on the chair. She then shot a web at the face of the other, pulling him into her knee, where she kneed him in the chin.

With both guards knocked out, Twilight walked over to Jupiter Montage and broke her free; Jupiter’ looked at the two unconscious soldiers and muttered, “Whoa.”

“I’m tougher than I look.” Spider-Girl replied.

The two of them turned to the door, but before they left, Twilight had to say something; “Look, I know we’re enemies; but if we want to get out of here, we’re going to have to work together.”

Jupiter’ replied, “For once, we agree on something.” She then pushed a button on the wall and the door opened, “Come on, we can use the floor vents to move around.” Tinkerer then opened up a panel on the floor and crawled down, Twilight quickly followed her.





Meanwhile, back at the HQ; Sunset was still sitting at the desk with her computer. It had been over three hours since she last heard from Twilight, she was getting worried.

Spike then walked into the room, think Twilight would be here; he turned and saw Sunset sitting at the computer table. “Have you seen Twilight anywhere?” the little dog asked.

“No, I’ve been trying to call her for hours; but she might not want to talk to me.” Sunset explained. “Since I accused the lead her father gave her to a trap. What with her dad being the Prowler.”

The dog then gasped, not knowing that part, “Night Light is the Prowler?!”

“Yeah, Twilight told me before she arrived at the Underground base.” Spike then jumped up into Sunset’s lap, she stroked his fur and said, “But I still think that it was too easy for Prowler to have that kind of information.” Sunset looked down at the dog, the worry in his eyes made her worry. “All we can really do is wait for her to call us.”

So that’s what they did, they sat there and waited for Twilight to contact them; because right now, that was all that was in there power.





Spider-Girl and Tinkerer were crawling through the vents of the Roxxon base; all while they could hear footsteps coming from above them. Roxxon soldiers marching the halls and patrolling; if they were to get caught, it would be game over.

“Roxxon kept Juggernaut instead of turning him into the police; how could they get away with that.” Twilight asked.

Jupiter Montage replied, “I did my research, Roxxon has contacts in the CCPD; clearly they can do whatever they like.”

Just as they were coming up to a turn, Twilight heard a voice she recognised.

“You promised you’d leave Spider-Girl out of this.”

Twilight looked up through the floor grate and saw Phyllis Cloverleaf and Juggernaut talking to the Prowler. “We had a deal, Cloverleaf!” 

The Roxxon CEO then replied, “Look, I know I went back on my word, but I needed to get the Tinkerer here, and Spider-Girl got in the way.” She then turned away as to walk away, “Besides, it was because of your information that we found them.”

Night Light walked up to her and shouted, “I don’t care, you have the Tinkerer now; let Spider-Girl go.”

“I can’t do that, who’s to say she won’t go running to the police and tell them everything she’s seen. Plus I don’t think you’d want that either; half of what Roxxon’s been involved with, has your name on it.” Phyllis explained. “And as a wanted criminal, you’d be parked right into the cell next to me.”

Juggernaut followed Cloverleaf as she walked away from Prowler, she explained, “Anyway, we need to check up on our guests; I would invite you along, but three’s a crowd. Bye.” She then turned away from him and followed Juggernaut to the door.

With nothing left to say, Prowler just walked away; he left for the exit.

Spider-Girl turned towards Tinkerer and said, “I can’t believe he’d sell me out.”

Jupiter Montage replied, “Wait, you know that guy; is this the reason we got captured.”

“Kind of, I thought I could trust him; but I guess not.” Twilight explained. “I never thought he’d sell me out to Roxxon of all people.”

Tinkerer said back, “I knew it, you spiders just love getting in people’s ways; even if they’re trying to deliver the kind of justice people don’t usually want.”

When they heard no more footsteps, they both left the vent system; they crawled out into a large open room, Roxxon tanks were parked up against the wall. The coast was clear, they made their way across the room; right up until a door opened in front of them.

“Cloverleaf’s lab.” Tinkerer gasped.

Spider-Girl was a little confused as to what she just heard, “Wait, Cloverleaf has a lab?”

“It’s mostly just for show.” Jupiter replied. “My uncle showed me a picture once.” The thought of her uncle made her heart ache a little.

Across the room, Twilight saw Tinkerer’s nano-tech device; she shot a web-line at it and pulled it towards her. She then handed it back to Jupiter’, “Here. It’s better in your hands anyway.”

“Thanks.” Tinkerer took the tech and placed it on her back, the metal then covered her arms and here mask materialised on her face. Twilight then jumped over to a computer that was placed on the wall of the lab.

She began to hack her way into the files, and she found some pretty interesting stuff; she read them out loud, “Failed health inspections, safety reports and hazardous chemical poisoning; Cloverleaf’s name is on everything. This would destroy Roxxon, the right way.”

Jupiter’ joined her by the computer; Twilight explained, “If we give these files to the police, Roxxon would get shut down and Phyllis would go to prison for years; and no amount of police favours and cover ups can hide this.”

“Can you download the files?” Tinkerer asked.

Twilight replied, “I’m already on it…”

Before she could finish, her spider-sense warned her of incoming danger; she grabbed Tinkerer and web-swung them both out of the way, just as Juggernaut smashed through the wall and destroyed the computer.

As the two girls recovered from the attack, Juggernaut walked towards them, followed by Roxxon soldiers. The brute asked Spider-Girl, “Like my new armour? It protects me from your attacks, and makes me ten times stronger.”

The soldiers surrounded the girls; Tinkerer turned to Twilight and said, “I’ll handle the guards, you get the big guy.” A large sword materialised in her hand, she then began attacking the guards.

Spider-Girl began by swinging towards Juggernaut, but the big brute was right; as long as he had that armour, Twilight couldn’t hurt him. She tried punching and kicking him, but he didn’t even stumble; the villain grabbed her with his giant hand and threw her across the room.

As she crashed into a pillar, smashing it to pieces; Spider-Girl needed a new approach to this.

Juggernaut charged forward, attempting to crash right into Twilight; so she jumped over him and shot two web-lines onto his back. She pulled herself onto him and began riding like him like a mechanical bull, like she did in the mall; Spider-Girl steered him around the room until he crashed into one of the Roxxon tanks.

When the tank exploded from the impact, the energy fuelling the vehicle electrocuted the Juggernaut, causing him to fall to his knees; when Twilight saw he was down, she webbed towards him and began punching and kicking him.

As a finisher, she pulled him forward with her webs and slammed his face onto the ground; but after that, he got back up and knocked Twilight away.

Jupiter’ watched this happen and shouted to Twilight, “That hurt him, keep doing that.” She said as she kicked down one of the soldiers. Spider-Girl saw there were still four of the tanks surrounding the room, she used them to her advantage.

The brute of a villain got down on his knees and was ready to charge again, he then charged forward towards Twilight; she pulled the same trick as before, jumping over him and sticking to his back. She steered him towards another tank and like before, it exploded when he crashed into it.

“Ouch!” Juggernaut cried.

Twilight paid no attention to his wine of pain, she just webbed herself towards him and began punching and kicking the air out of him. This time, the finisher was her jumped over him again and pulling herself down with webs; her feet slammed into the back of his head and pushed his face down to ground, slamming it onto the floor.

During the fighting, Twilight heard Jupiter Montage say to her, “We need to put him down, permanently.”

“I’m not going to kill the guy.” The spider replied.

Now Juggernaut was tired of this, instead of charging towards Twilight, he ran for one of the tanks; using his strength, he lifted the vehicle above his head. Tinkerer figured out what he was going to do with that.

“Oh my gosh, he’s throwing a tank.”

He did exactly that, Juggernaut threw the tanks towards Spider-Girl and Tinkerer; they both jumped out of the way and watched the tank exploded. Twilight noticed that from the wreckage of the tank, was the energised engine; this gave her an idea.

Spider-Girl used her webs to grab the engine and throw it at Juggernaut; when it hit him, the energy electrocuted his body, he once again fell to his knees. Twilight jumped forward and started punching and kicking him again.

Once she was sure Juggernaut was weak enough, Spider-Girl webbed his arms to the ground, so he couldn’t block this next attack; Tinkerer jumped towards him and slashed his armour with her large sword. This disabled his armour, leaving him open to regular attacks.

“His armour is down, finish him!” Jupiter’ shouted.

Juggernaut ran over to another tank, he picked it up and attempted to throw it at Twilight; she jumped out of the way again and watched it exploded. She then used her webs to grab the engine and throw it at the brute; without his armour, the attack was way more effective.

Twilight began punching and kicking him, a lot harder this time; and this finisher was the last to be done. She jumped onto his back again and steered him towards the last tank; when it exploded from the impact, Juggernaut was thrown to ground, unable to get back up.

Coincidently, it at this time, Tinkerer had finished of the Roxxon soldiers.

She saw that Bulk Biceps was down, she walked over to him, wanting to finish this; but Twilight stopped her and explained, “Make sure he doesn’t do anything, I’ll be right back.” Spider-Girl ran over to the lab to try and find something.

Though the monitor of the computer was destroyed, the hard-drive remained intact; she unplugged it from the PC, now she had the evidence she needed to stop Roxxon. Before she could walked back over to Jupiter’, another computer caught her eye; this one showed the energy results and blue prints for the Nuiform reactor.

“According to this, Cloverleaf supercharged the reactor to make her deadline. If Jupiter’ goes through with her plan…” Twilight ran a simulation of what would happen if an overcharged Nuiform canister was loaded into the reactor; the blast radius covered the entire city. “Canterlot City would be destroyed.”

Meanwhile, Tinkerer was doing as instructed, keeping an eye on Juggernaut; until he started talking to her.

“You know, Cloverleaf told me how your uncle died; very amusing.”

Jupiter’ turned away from him and said, “Shut up.”

But he didn’t, he continued, “He also told me, it was your fault. You could have saved him, but you chose to save yourself and run.”

Tinkerer didn’t want to hear this anymore, two gauntlets appeared over her hands; at this time, Twilight’s spider-sense went off, warning her about what Tinkerer was about to do.

“Light out.” Jupiter’ said, before starting beating the life out of Bulk.

Spider-Girl saw this happen and cried, “No!” she web-pulled herself towards Tinkerer and kicked her away from Juggernaut; they both crashed through the wall and fell into an old subway tunnel that was next to the underground Roxxon base.

Jupiter Montage got up and walked towards Twilight; Spider-Girl got up as well and said to Tinkerer, “What the heck were you…” before she could finish, Jupiter’ whacked her down with her gauntlets.

Like she was doing with Juggernaut, she started beating the life out of Twilight; all while she was saying, “You broke into my lair! Stole my secrets! Got me kidnapped!” She eventually stopped, she kneeled down and said to her enemy, “If you come near me, or try and stop me again; I’ll kill you, just like that police captain.”

Before she could walk away, Twilight tried to warn her, “Jupiter’, the reactor, it’s…” but she was too weak to finish.”

All Jupiter’ said in returned was, “Jupiter Montage is dead; now, there’s only the Tinkerer.” She then ran away, down the subway tunnel. The spider-hero heard her talking into a communicator to her men, “Has Plant Man delivered the Nuiform?... Good, begin supercharging it.”

With no other option, Twilight used the comms to try and contact Sunset Shimmer, “Sunset, can you hear me? I need help…..”
> Chapter Seven
> --------------------------------------------------------------------------

Spider-Girl was lying on an old train track, she had just come around from being knocked unconscious; she tried to get up, but she was in a lot of pain. And to top it all off, now she had a splitting headache; like her brain was being attacked by some form of illness.

Before the pain could get any worse, footsteps could be heard from the down the tunnel; Twilight had to be ready to fight, in case this was Tinkerer coming back to finish the job.

However, it wasn’t; Twilight fell back to the floor when she saw Sunset Shimmer running down the tunnel.

“Twilight!” the red-haired girl cried.

Sunset ran to her friend’s side and pulled her mask off, sweat was running down her forehead like a waterfall; something was not right. Sunset picked up Twilight, bridle style, and carried her out of the tunnel.

They made it outside, where the Mobile HQ was parked; Spike was waiting by the van for them. When he saw them coming, he ran to Twilight’s aid. The little dog began rubbing his head against her leg; Twilight sat in the car seat, allowing Spike to jump up into her lap.

“I’m gonna be okay Spike.” She said as she stroked his fur. But that was far from the truth, bags had formed under her eyes now, she was getting weaker.

Once Twilight was strapped in, the drove off to where that could be safe.





Sunset Shimmer was carrying Twilight back to her apartment, the spider-hero had sustained a lot of damage from her last few fights; and getting beaten up by the Tinkerer was the worst of it. Spike followed them, making sad dog noises while also praying that Twilight was going to be okay.

“Don’t worry Twilight, you’re gonna be okay.” Sunset assured her friend.

Suddenly, to their surprise; as they approached the front door, Timber Spruce was waiting outside it. He heard the heavy panting coming from Twilight; he turned to face them, and that’s when he saw her.

Timber started with, “Hey Twilight, I wanted to talk to you about somethin…” he stopped what he was saying when he saw what Twilight was wearing. He muttered, “What the…” 

Before he could get another word out of his mouth, Sunset said to him, “Look, long story; but first, help me get her inside.”

The green-haired guy did as he was told and took one of Twilight’s arms, he helped Sunset carry her inside. After they got her through the front door, he laid her down on the couch; Sunset felt her friend’s forehead, she was burning up.

“Twilight, your temperature is through the roof; this is more than just you getting beat up.” Sunset explained. She then took one of her friend’s gloves off, the veins in her wrists had turned green; Sunset could not understand what had caused this.

“Wild Mandrake Toxin.”

Sunset turned to Timber’, he continued, “It’s a rare plant poison; lethal to all living creatures.”

Spider-Girl managed to say, “That plant in the Roxxon lab, the one that pricked me; I must have picked it up from there.” She concluded. Twilight then laid back down again; too weak to do anything else.

“Is there a cure?” Sunset asked Timber’.

To which he replied with, “All I know, is that the poison can be expelled from the victim’s body if their heart rate is raised.” He then thought of something else, “But if that doesn’t work, antibiotics should counted the poison.”

Now they had a plan, Sunset explained what they were going to do, “Okay, me and Spike will run down to the corner store and pick up the medicine. Timber’ stay here and make sure nothing happens to her.”

“I promise to take care of her.” Timber Spruce replied.

Before they could leave, Spike turned to him and stated, “If anything happens to her, you’ll have me to deal with.” He then growled slightly before following Sunset out the door.

While they were all talking, Twilight was thinking; she believed there was a way to raise her heart rate. She turned to Timber’ and asked him, “Timber’, what would raise someone’s heart rate?”

The green-haired boy replied, “Well, a large fright, a mild shock or….” He then looked her in the eyes. “Or an act of true love.”

“I know it sounds cheesy and weird, but what about a true love’s kiss?” the weak girl asked.

He nodded at her idea; so he reached for her face and caressed her cheek, Timber Spruce then leaned down to kiss Twilight on the lips. Their lips were millimetres apart, until Timber’ stopped.

“Oh Twilight, if only there was someone out there who loved you.” He moved away from her and rose to his feet. “Don’t get me wrong, I did like you; before I found out your secret.” He then pointed to her suit.

Weak from the poison, Twilight muttered, “What are you talking about Timber’?”

He turned away from her and explained, “Oh I don’t go by that name anymore; you know me by another name.” he then reached his hand over to a little bush plant on the shelf. Timber’ waved his hand past the plant and all the life drained out of it, until it was an old rotting root; when he moved his hand the other way, the plant grew to life again.

Twilight concluded only one thing, “You’re Plant Man.”

“Yeah. And you’ve stuck your nose where it doesn’t belong for the last time, Spider-Girl.” He replied.

“How did this happen to you?” Twilight demanded to know; she then coughed after saying that.

Timber Spruce explained, “I suppose it all started with that little accident between your friend and that octopus man; the machine that exploded and had spread that energon stuff across the city, it reached all the way to Camp Everfree. I was just so happening to be working with our new rare plants when I got infected with the blue stuff.”

He sat down on a chair as he continued, “After some time of learning to control my new powers, I decided it was time for the plants to take back the planet. Especially after what people like Discord, Filthy Rich and the other meta-humans had put it through.”

“You’re insane.” Twilight stated.

“Am I?” Timber Spruce shouted back. “Buried beneath the Nuiform reactor is an age old root, one that has been forgotten by time. All it needs is a little power upgrade, like me.” He smiled at his own remark. “I stole the Nuiform to energise it and use the reactor to bring that root to life.”

His smile went away when the next part of the story was told, “But I had no way of doing that; I’ll admit, I didn’t really think my plan through. He turned back to Twilight, his smile back on his face, “But that’s when it hit me; I was trying to find a way to energise the Nuiform, I completely over looked the fact that the Tinkerer already had a way.”

“So I gave the Nuiform, she’s energising it as we speak.” The plant man explained. “She thinks that when she plugs the Nuiform into the reactor, it’ll destroy Roxxon. But instead, it will bring my plant army to life.”

Plant Man then walked over to the door, before he left, he said one last thing, “I just wish you could be there to watch my plan unfold. But the poison will take care of what’s left of you.”

Twilight crawled off the couch, trying to go after him; all she could say was, “You won’t get away with this.”

But the villain replied, “I already have, ‘my love’.” He then laughed like the villain he was; he left the apartment and left Twilight to the mercy of the poison.





It had been about twenty minutes since Timber Spruce had left; Twilight was lying in the middle of her floor, slowing dying. She couldn’t keep her eyes open any longer, she passed out from the pain; not knowing if she was going to wake up.

Suddenly, Sunset forcefully opened the door and ran into the room, followed by the little purple dog; only to find her best friend lying on the ground.

“Twilight!” she shouted before falling to her knees as fell from her eyes; she was too late.

The green veins had spread to her face, and her pulse was very weak; hardly beating. Sunset Shimmer didn’t know what to do; so if this really was the end, she decided to do what she should have done before this whole thing started.

Sunset looked down at Twilight, and confessed her feelings, “Twilight, I don’t know if you can hear me, but I pray that you get this message. I know it’s not the most normal thing in the world, and I know some people in the world are against it, but I don’t care what they. All that matters is how I feel about you; I love you Twilight Sparkle, more than you can ever know.”

Without even thinking, Sunset moved closer to her a planted a strong kiss on Twilight’s lips; she ended the kiss by pulling away, seeing it had done nothing. All Sunset could do was cry over her friend’s body; Spike sat beside her, he let out a small howl in sorrow.

However, not all was lost; as she cried, something strange caught Sunset’s eye. Twilight began to glow a gold colour, she was shiny as crystals; this could only be one thing, Equestrian Magic.

The glow faded away, and the green veins on Twilight’s body had disappeared. As if by magic, Twilight opened her eyes; when she saw Sunset looking down at her, she threw her arms around her. “I heard everything.”

Sunset couldn’t believe this, all she could do was hug her back; when they pulled away from the hug, the red-haired girl asked, “You heard what I said?”

“Yep.” Twilight replied, “I love you too.” She then kissed Sunset on the lips, this time, the kiss lasted a lot longer. Sunset wrapped her arms around Twilight’s neck, and Twilight did the same.

The two of them were interrupted when they heard Spike muttered, “Excuse me?” They both stopped kissing and turned to Spike, “Where’s Timber Spruce?”

“I don’t know, but I need to get to Roxxon Plaza; I need to stop Tinkerer.” Twilight explained. Sunset reached into the bag she was carrying and pulled out something that belonged to Twilight, her mask.

Twilight put her mask on and ran for the window; before she left, she said, “Get to the Mobile HQ, I’ll fill you in on the way.”

Sunset and Spike understood what they had to do, she they both ran for the door and went down to the van; as for Spider-Girl, she had her own mode of transportation.





As Spider-Girl was swinging down the road, she had told Sunset and Spike everything she had learned; Timber’ being Plant Man, his secret plan, the giant root under the reactor.

“If I can shut down the reactor; Jupiter won’t be able to overload it with the Nuiform.” Twilight explained into the comm.

She was seconds away from the plaza when something unexpected happened; out of nowhere, a blast of energy was shot at Twilight, stunning her. The spider-hero rolled onto a rooftop before she came to a stop at someone’s feet.

Her vision was blurry from the blast, she couldn’t make out who this figure was; all she heard him say was, “I’m sorry Twilight, but this is for your own good.”

After that was said, Twilight passed out, again.
> Chapter Eight
> --------------------------------------------------------------------------

When Twilight came around, she wasn’t on the rooftops anymore; she didn’t know where she was. She couldn’t leave the room she was in, because Twilight was trapped behind a green energy shield.

The shield was see-through so Spider-Girl could see where she had been taken; it looked like an old underground subway station, one that had been abandoned. The question that was on her mind now, ‘how did she get here’?

“I didn’t want it to come to this, but you left me no choice.” A voice said.

Suddenly, the Prowler uncloaked himself and appeared in front of Twilight; he said to her, “You think I wouldn’t keep an eye on you after I found out about your day job.”

Spider-Girl responded with, “You’ve been spying on me?!”

“Yeah, and it’s a good thing I was; I saw what that poison was doing to you. If your mom wasn’t at her election meeting and she saw you like that, she’d have a heart attack.” Night Light explained. “Let Tinkerer and Roxxon destroy each other; go back to being Spider-Girl when the heat dies down.”

But Twilight’s reply was, “No, I don’t get to choose when I’m Spider-Girl; this city needs me.”

Prowler said back, “I’m trying to teach you how to survive.”

“If you want me to survive, why’d you sell me out to Roxxon?”

Night Light sighed before face-palming, he replied, “It wasn’t meant to go down like that; you weren’t supposed to get caught, Cloverleaf broke our deal.”

Twilight said, “That doesn’t change the fact that you betrayed my trust.” She then looked at the energy field trapping her, “Now let me out of here.”

“Dang it Twilight, I’m not going to lose you too.” Prowler said to her.

He began to walk away, but that’s when Twilight noticed the four clamps in the corners of the doorway; they were powering the force field. She used Taser-Webs to short circuit the shield; Prowler turned back to her and saw what she was doing.

Spider-Girl stated, “You underestimate me.” 

When the force field came down, Twilight pulled herself forward with web-lines and kicked her dad away. They both landed on one of the station’s train tracks; Prowler activated his gauntlets, ready to fight.

He said to his daughter, “I don’t want to fight you, but I will if I have to.”

“Father of the year, ladies and gentlemen.” Twilight said as a witty remark.

Prowler charged his gauntlet and released a blast of green energy, Twilight jumped out of the way and shot an Impact Web to his face; once he was temporally blinded, she pulled herself towards him and began punching and kicking him. But when Night Light pulled the web off his face, he knocked Spider-Girl away; she jumped backwards and got ready for his next attack.

The two of them spoke while they were fighting, “Why can’t you see I’m trying to protect you?!” Night Light shouted.

“Because all I see you doing is blasting me with that green energy.” Twilight replied as she jumped out of the way of one of his blasts.

Night Light grabbed her by the wrists when her guard was down, he pushed her against the wall, try to get her to listen. He said to her, “Didn’t Spiderman teach you anything other being a hero will get you killed?!”

Twilight responded with, “He taught me to do the right thing and help others; even if they don’t appreciate it.”

“Why?!”

“Because it’s right.” Spider-Girl kicked him in the chest and pushed him away. She then web-pulled herself towards him and began punching and kicking him again. When he was knocked away by the final kick, he decided to take a different approach to this, and cloaked himself.

Spider-Girl now had no idea where he was, but that didn’t mean she couldn’t sense him coming; her spider-sense warned her of the incoming danger. She jumped behind her cloaked father and pulled him up into the air with her webs; this uncloaked him, allowing her to kick him in the back and slam him onto the ground.

While Night Light was recovering from that, Spider-Girl swung up to one of the platforms above them; she took this time to get her breath back. But suddenly, her father uncloaked himself again and appeared next to her; she moved away from him to avoid any attacks.

“You’re throwing yourself at enemies you can’t beat; do you know who else did that?” Prowler explained.

Twilight replied, “Don’t say his name, you’ve lost the right to speak about him.”

Prowler then supercharged him blaster, he then released a powerful blast from his gauntlet; but Twilight once again dodged the blast and web-pulled herself towards him, she the once again punched and kicked the air out of him.

However, when Night Light knocked his daughter away, he pushed a button on his wrist, this generated an energy shield around his body. Twilight needed away to break this shield, she knew she couldn’t touch it directly, so she used her webs to grab objects and throw them at Prowler.

All the items she threw just broke to pieces upon impact, they weren’t doing anything to the shield, Prowler just kept walking towards her. But when Twilight grabbed a fuse box off the wall with her webs and threw it at the shield, the electricity caused the shield to glitch and deactivate. 

Night Light just shouted to his daughter, “How are you going to stop Tinkerer, do you even have a plan?!”

“No, but that’s the way we do things; we make it up as we go along.” Spider-Girl replied.

Spider-Girl then jumped towards her dad and kicked him off the platform, they both fell back down to the train track, with Prowler hitting the ground first. He rolled across the floor to the wall; when he sat up against it, Twilight shot a web at his arm, trapping him.

She walked over to him and said, “Stay down.”

Prowler looked up at her, he explained, “Look, I know I messed up; but I’m your dad, Twilight.”

“My dad; that didn’t stop you from lying to me, tricking me, spying on me and selling me out to Roxxon.” Twilight replied.

“I was trying to protect you; when Shining Armour found out I was the Prowler, it broke his heart; he thought he would have to arrest his dad. But I explained to him that I was doing this for the family; I had to keep working for Roxxon.” Twilight was listening to what he had to say, she needed to know the truth. “Before I met your mom, I was a nobody; until Roxxon found me and trained me to become something more. Then I met Twilight Velvet and that all changed.”

Twilight asked him, “So why did you carry on, even though you had a family?”

Night replied, “Because I still had a debt to pay; once my debt was paid I was going to hang up the mask forever. But Shining Armour finds my lair and I told him the truth; he said he wouldn’t turn me in if I promised not to do this anymore.” He then pushed a button on the side of his mask and to it off. “But I knew my daughter was in trouble, and the Prowler was the only one who could help her.”

Twilight took her mask off and knelt down to his level, “I’m sorry dad, but I have to do this; Spiderman taught me the greatest lesson I could learn about being a spider.” Night Light looked his daughter in the face and listened, “I have great power, and with great power, there must always come great responsibilities.”

She stood up again and put her mask back on, “And my responsibility is to protect this city; even if it means I don’t survive.” She walked away from Night Light, she left him webbed to the wall.

Before Twilight left, she heard Night Light mutter, “That’s my girl.”





Spider-Girl was swinging as fast as she could go, being stopped by her dad delayed her by some time, it was now the middle of the night. 

As she got closer to Roxxon Plaza, she could hear things coming from the streets below; Twilight landed on a lamppost, there she saw the two sides fighting. Roxxon soldiers were in an all-out war with the Underground; brutes would knocked soldiers out of the way, allowing Underground to advance, only to be met by Roxxon using shields to block the gun fire and gauntlet users.

Even though it would help if these two side just took each other out, Twilight couldn’t let them cause destruction during their fight; she jumped down to the street and got the attention of the two small armies.

“Hey, if you’re going to shoot at someone, shoot at me.” Spider-Girl stated.

Both gangs turned to the spider-hero and aimed their weapons at her, Twilight should have thought this threw before jumping into action. The Roxxon soldiers fired their blasters at her, while the Underground equipped their melee weapons and charged towards her.

Twilight jumped over the Underground and shot Taser Webs at Roxxon, the webs disabled their guns, allowing her to get into a fist fight with them and punch them all to the ground. Spider-Girl turned back to the Underground and was ready to fight.

The first thug jumped towards her, but Twilight shot some web into his face and kicked him to the ground. The next two attacked together, but Spider-Girl was able to strike both of them; she jumped up onto their shoulders and shots some web-lines at their heads, she then pulled their heads together, knocking them both out.

When three of their guys were down, the rest of the Underground didn’t know if they stood a chance against Spider-Girl; they backed away as Twilight asked, “You guys want a taste?!”

“No girl, it’s cool.” One of them said as they dropped their weapons and ran away, “It’s cool.” The guy repeated.

Spider-Girl watched the bad guys run away, she then said to herself, “’You want a taste’? I have got to work on my fight banter.” She turned towards Roxxon Plaza, she could already see glowing particles coming from that area. “It’s starting.” She muttered. Twilight leaped into the air and began swinging down the street.

Whilst swinging along, she noticed something else on the street below her; as she was passing her neighbourhood, she could see her mom, helping the people. She was there with Sunset Shimmer and Spike, after Twilight was captured by Night Light, they must have been trying to help in their own way.

“Alright folks, let’s keep moving. We have to get somewhere safe.” Twilight Velvet stated. The people did as she said, and followed her down the road. But what they didn’t notice was that some Roxxon soldiers were approaching them.

The leading soldier shouted, “Hey, nobody move; you’re all being taken for questioning.”

One of the soldiers tried to grabbed one of Velvet’s friends, but Velvet’ pulled her back and demanded to know, “What are you doing? We’re not the problem here.”

“Stop resisting arrest…” 

Before the guy could finish, he was pulled away from the scene by webs; he was dropped and landed on someone’s car. The other three soldiers were pulled away by webs to, all three of them were tied up in a web net, hanging from a lamppost.

After they were taken care of, Spider-Girl jumped down and landed next to her mother, friends and neighbours; she said to them, “Alright people, if you keeping moving up this street, you should be at a safe distance from the plaza. Just make sure that you get everyone there.”

Twilight Velvet nodded at her orders, she turned to the crowd of people and gave some orders of her own, “You heard the super-hero, people; we go door to door and get to safety, no one gets left behind.”

However, before the crowd could start moving, the Roxxon soldier got off the car and picked up a blaster; he aimed it at Spider-Girl and said into his comm, “I have eyes on Spider-Girl, commencing execution.” But before he could fire, a green blast stunned him and knocked him unconscious.

The crowd, and Twilight, all turned to see the Prowler walking towards them; he explained why he was here, “Come on folks, I’ll lead you to where you can be safe.” After he said that, two more Roxxon soldiers charged towards him with electric batons.

Prowler made quick work of them; he kicked one of them in the face and knocked him to the ground, he then lifted the other guy over his head and threw him on top of the other. They both made the right choice by choosing to stay down, Night Light motioned the people to follow him.

All the people did as instructed and followed the purple suited man; as the crowd left the area, Twilight turned to two members in particular.

Sunset was holding Spike in her arms, they both stopped to speak to Twilight; Sunset started the talk by saying, “I’ve told your mom you’re at the library across town, so she doesn’t worry. Are you sure you can handle this?”

“No, I’m not sure.” Twilight replied.

“Then don’t go, come with us and we can get somewhere safe.” Sunset said to her.

Without taking her mask off, Spider-Girl kissed Sunset’s forehead; she then said to her, “I promise, when this is all over, I’ll take you on a real date; just me and you.” She then kissed Spike on the forehead as well.

Before she could run off, Sunset said to her, “Please come back.”

Twilight nodded at her, “I love you.” She said to her.

“I love you too.” Sunset replied. With Spike still in her arms, Sunset Shimmer ran to re-join Twilight Velvet and the group.

Meanwhile, Twilight Sparkle had some business to take care of.





Jupiter Montage was already at the reactor, she had super-charged the Nuiform earlier today, and now she was plugging it into the machine to destroy it. All that was going through her mind, was memories of her and her uncle; and how she couldn’t save his life, she didn’t even try to.

But this was her way of avenging his death; by destroying the ones who had started this whole mess in the first place.

“This is for you, Uncle Zoom.” Tinkerer plugged the Nuiform into the reactor, activating the overload sequence; but what she didn’t see coming, was the super-hero swinging to stop her.

Spider-Girl landed behind the Tinkerer and shouted, “Shut it down!” Jupiter turned to the one she had warned to stay away. Twilight said, “Is this what Canter Zoom would want?”

The Tinkerer replied, “My uncle is gone! And it was my fault; so this is me making up for it.”

Approaching her, carefully, Twilight tried to convince Jupiter that this wasn’t the right thing to do, “Please, you can’t let hate and anger take over the memories of someone close to you that you lost. I lost someone close to me, but I didn’t let anger take over; you still have a choice, Jupiter.”

There was a moment of silence between them, until Tinkerer materialized her gauntlets around her hands, “I don’t need pity from you!” Tinkerer charged towards Twilight and the hero was too late to dodge the attack. The villain punched her into the air, then grabbed her by the ankle and slam her back down; once she saw the opening, Jupiter grabbed Twilight by the neck and used her magnet shoes to run up the side of the building.

Both of them smashed through a window to the top floor, Tinkerer threw Spider-Girl across the room; she then smashed her gauntlets together and shouted, “You’re not going to stop me!”

Spider-Girl saw that the only option was to fight; so she got up and was ready for it.

Tinkerer charged forward and smashed her gauntlets into the ground, but Spider-Girl jumped out of the way; once she saw the opening, Twilight webbed towards the villain and began punching and kicking her down. Jupiter blocked one of the attacks and punched Twilight away; she then deactivated her gauntlets and equipped a sword instead.

“Listen to me, Cloverleaf changed the specs; you’re not just going to destroy Roxxon Plaza, you’ll take out the entire city.” Twilight explained.

Jupiter responded with, “Who fed you those lies? Cloverleaf?!”

Spider-Girl dodged the sword attacks and jumped away from Tinkerer, she then web-grabbed a piece of debris and threw it at her; the debris stunned for a moment, allowing Twilight to jump forward and punch and kick her.

After jumping away from the Tinkerer, Twilight explained, “And it’s not just that, Plant Man is playing you. He wants you to overload the reactor to bring a dead plant back to life.”

“Now you’re just making stuff up!” Jupiter said as she swung her sword at the hero, knocking her away.

When the opportunity presented itself, Twilight spread some web into Jupiter’s face, she then jumped over her and kicked her away. And after that, she web-pulled the villain back to her; Spider-Girl punched her up into the air, jumped up after her and kicked in the side.

Tinkerer was thrown across the room, she crashed into a pillar and smashed it to bits; but got back up and continued the fight. “How much is Cloverleaf paying you to protect her precious plaza?!” Jupiter shouted.

“I’m not protecting the plaza, I’m trying to save the city.” Spider-Girl replied; the hero’s arm was then grabbed by Tinkerer and she pushed to the floor.

However, Twilight flipped them by shooting two web-lines to the ceiling and pushed Tinkerer upwards, the spinning around and dropping her on her back. Once she was down, Spider-Girl quickly webbed her to the ground.

Once she was sure it was safe, Twilight said to Jupiter, “I don’t have time to fight; we’ll talk, after I disable the reactor.” The hero walked over to the window and looked down at the reactor, it was glowing like the sun.

Suddenly, Twilight’s spider-sense went off; she jumped out of the way of a punch from Tinkerer, who had broken free from the webs. With her gauntlets back, she swing her other fist around pushed Twilight against the wall; she held her there.

“I gave you every chance to leave.” The villain the punched the wall she had Twilight pressed against, just missing her head. “You can’t win; why do you keep fighting?!”

Twilight closed her eyes and breathed heavily, she then opened her eyes again and replied, “Because, with great power, come great responsibility.” Spider-Girl was then able to channel all of her strength into her arms, she was able to push Tinkerer away and grab her arm.

Spider-Girl swung her around and threw her out the window, she jumped after her; the two of them were now falling towards the reactor. Twilight web-pulled herself towards the villain and latched onto her back; with her strength, she pulled the battery off of Jupiter’s back, disabling her tech. The hero then grabbed her before she hit the ground and shot a web-line back up to the building; they both swung safely to the ground.

When Jupiter Montage looked at the reactor, she finally noticed something was off; the ground across them started rumbling, as if something underground was trying to get out. 

The rumbling kept getting louder and louder, Twilight muttered to herself, “I’m too late.”

Suddenly, the reactor smashed apart as a giant monster of a plant grew out of the ground of where it used to be; this beast was no ordinary plant.



And standing on the head of the plant, was the one who caused this whole thing; the Plant Man walked across the head of the plant, now wearing his super-suit, he looked at the city he was about to conquer. “I love it when a plan comes together.” He was able to control the plant with his mind, he ordered it to start smashing the Roxxon building.

As the monster began its work, Spider-Girl looked up from the ground; she knew what she had to do. The hero jumped up and web-pulled herself onto the side of the plant, she began running up its trunk to reach the top; Jupiter watched her from the ground, but then looked at the side of the building and saw the main entrance, she thought about what she had to do.

Twilight reached the top of the plant and landed behind Timber Spruce, he turned to her and was surprised, “Twilight? You’re still alive?”

“Yes, now stop this plant and turn yourself in; before I make you.” Spider-Girl replied; however, Plant Man just chuckled at her statement. The plant villain’s arm then grew into a vine and he wrapped it around Twilight; he threw her off the plant and onto the roof of the Roxxon building.

He raised his arms into the air, controlling the plant with his thoughts; he stated to her, “If you will not stay out of my way; then you will die knowing you couldn’t stop me.” Twilight prepared for another fight for her life.

Plant Man climbed down into the mouth of the plant and was shield by a cocoon casing; from inside, he was able to control this monster, the first thing he ordered it to do was attack. The plant saw where Twilight was standing and stabbed its vine-tentacles into the ground; her spider-sense warned and told her to jump out of the way.

It was a good call, because where she was standing, thorny vines and plants sprouted out of the ground; the plant did this again, but Spider-Girl just jumped out of the way again.

“Hold still, so I can turn you into compost!” Plant Man cried.

Two smaller flowers sprouted from the side of the large flower on the monster; they both opened their heads and began blasting toxic pollen balls from themselves. Twilight watched as the pollen melt through the ground, she knew that getting hit by that stuff would not be a good idea. So all she could do was dodge the pollen and the vines.

But when it seemed like all she could do was move out of the way, she noticed something in the centre of the plant; the case that was holding Timber Spruce had to open when he wanted to give a new order, so Twilight decided to try something.

When the case opened, Spider-Girl fired a Taser-Web at Plant Man; the web electrocuted him slightly, causing him to lose some focus. Twilight web-pulled herself up to him and stated, “I’ve been waiting to do this all night.” She began punching and kicking the breath out of his lungs.

However, a vine wrapped itself around her waist and threw her back to the roof. Plant Man shouted, “You can’t defeat me, I’m one with nature, and nature always wins.”

The vine-tentacles once again stabbed themselves into the ground, causing more vines to shoot up out of the ground; Spider-Girl jumped out of the way again, but then something different happened. Small fly-trap heads sprouted from the main plant, they began biting the air, indicating they were hungry.

The fly-traps pounced towards Twilight, they smashed into the roof’s surface, their teeth digging into the stone. When one of the plants was about to pounce, Twilight had an idea; she jumped out of the way of the fly-trap, and then webbed it to the ground, trapping it in place.

Desperate to get free, the main plant began pulling at the smaller one; until it finally broke the web, but it ended up smacking the fly-trap into itself. The collision knocked Timber Spruce from his place and he rolled onto the roof.

Spider-Girl saw this as an opportunity to end this; she jumped up onto the main plant’s head, she worked fast, wrapping the plant pod in webs. She then jumped away from the head and fired a Taser-Web-Line at the other webs; the other webs acted like conductors, electrocuting the entire plant.

With the energy so strong, the plant couldn’t take it; the flower pod exploded. The other plants that had sprouted from it died, and the main stem began to turn brown; it just stood there, no longer moving.

As this happened, Jupiter Montage opened the door to the roof and joined the scene, only to watch the large plant die. She turned to Spider-Girl and said, “You did it.” Twilight turned to her and smiled under her mask. Tinkerer then turned to the guy in the plant costume, “What do we do with him?”

“We let the police have him.” Spider-Girl replied.

Suddenly, the two girls heard yet another rumble; Twilight ran to the edge of the roof and saw that the Nuiform reactor was still going off. Because most of the energy had been absorbed by the plant, the energy levels were only powerful enough to destroy the plaza; as Tinkerer wanted. But still meant that her and Spider-Girl had to get the heck out of there.

They were both about to leave with the Plant Man, until he jumped up from where he was and pushed past Twilight; he ran and jumped up onto the dead plant stem. Timber’ turned to the two of them and pointed his arm at them; at this time, thorns sprouted from his arm, indicating he was going to fire them at them.

“Not so fast, girls.” He started with. “The jig is up, this is it Spider-Girl; no more games, no more lies, just curtains for you.”

Jupiter held out one of her hands and said, “Wait. Can’t I at least say my last words.” He didn’t notice her arm a flash grenade that was still working and hooked onto her belt. Plant Man was listening; Tinkerer threw the grenade up at him and shouted, “Catch!”

As the grenade went off, the flash temporally blinded him; he couldn’t see, meaning he couldn’t see where he was stepping. Timber’ lost his footing and fell off the plant; Twilight raced to the edge of the roof, trying to safe him, but she was too late.

Plant Man screamed as he fell towards the Nuiform reactor, bolts of energy were blasting from the core; one of the bolts struck Timber Spruce, vaporizing his body. He was gone in an instant, scattered into particles.

Once Spider-Girl saw it was too late to save him, she focused on saving herself and Jupiter; she grabbed the Tinkerer and jumped off the roof. She fired a web-line at one of the buildings and swung them to safety. Twilight turned back and watched Roxxon Plaza fall apart; finally destroyed.

Suddenly, she heard police cars rolling up to the scene; the spider-hero turned to the police. Officer Spear Head got out of his car and greeted the hero, he then pulled out a pair of handcuffs and put them on Jupiter Montage. Surprisingly, the Tinkerer didn’t seem mad that she’d been caught, she did what she came to do.

Tinkerer turned to Spider-Girl and said, “I’ll look forward to when we meet again.” The police then took her away. Twilight then aimed her web-shooter at a building and began swinging away; this little adventure of her’s was finally over.





Four weeks later

The police were bringing Phyllis Cloverleaf out to the car, she was in handcuffs and shouting at the officers that had her. 

“Oh please, gentlemen; those reports are fake. And can you really trust the words of two wanted criminals.” The police weren’t listening, they just shoved her into the can. But she kept talking, “Do you know who I am; give it two months, I will own you…” the officer shut the door, finally free of her whining.

A report on the radio by Diamond Tiara was explaining everything that had happened, “That’s right folks, Phyllis Cloverleaf is in prison; ever since Night Light confessed to being the Prowler and spilled the beans about everything Roxxon had been doing, the company has been shut down pending an investigation. Now Night Light will serve time in Rykers, but for flipping on Roxxon, he’ll probably get reduced sentence.”





Twilight was walking down her street, knowing it was safe to be around again; no more Underground, no more Roxxon, life was great again. She walked up to her apartment building, she was meeting with someone there.

Once she’d made a quick change into her ‘work clothes’, Twilight jumped out of her window and onto the roof, where a friend was waiting for her.

“Nice to know you’ve had things under control.” Adam said as he turned to see her arrive.

Spider-Girl jumped to his side, her mask raised above her nose as she was eating something; Twilight took another bite of the cheese sandwich she’d picked up down the road. “You were right, these sandwiches are great.”

The female-spider-hero finished her snack and then pulled her mask over her face, she then asked Adam something she’d been wondering, “Adam, does this job ever get easier?”

Spiderman replied, “I’d like to tell you that it does; but I’d be lying to you.” He turned to face her and explained, “Sometimes, we have to give up any chance of a normal life to do what’s right. As much as it may hurt us, that’s the price of being a spider.”

Suddenly, police sirens could be heard from down the street; Adam turned to Twilight again and asked, “Go time?”

“Go time!” she replied.

The two spiders jumped off the roof and began swinging after the van that was being chased by the police; the end of another era…

Just another day in the life of your friendly neighbourhood…. SPIDER-GIRL!!!




> Post Credit Scene
> --------------------------------------------------------------------------

Sometime after the little armed robbery, Twilight and Adam were walking towards the HQ; it had been a few weeks since they’d been here. They were joined by Fluttershy, Sunset and Spike; Adam had his arms around his wife, Sunset was holding hands with Twilight.

When the five of them walked into the main control room, they all got a bit of a shock; the rest of their friends had returned from their time off, with a few changes.

Rarity was wearing her Iron Heart armour, but it was covered in scorch marks and burns.

Without the mask on, Rainbow Dash was wearing a new red and gold suit whilst standing next to her boyfriend, Soarin. The two of them had their arms locked, they were waiting to tell the others the big news.

Pinkie Pie was standing with Rainbow Dash, wearing her suit as well.

But the biggest surprise was that Applejack was wearing a red and black female spider-suit; not one that Adam or Twilight had seen before.

Once all the gasping had stopped, Pinkie stepped forward and said, “We have a lot to catch you guys up on.”