EQG Amazing Spider-Man

by Ryuki555

Eight years after the events of the Equestria Girls series and a few months after the events of the PS game; everyone from Canterlot High and Crystal Prep is in their 20's. As it seems... old villains of the past keep coming back. Just what the heck is going on, and why are old legends resurfacing in a world that's gotten even stranger over the years?

DISCLAIMER: MARVEL owns Spider-Man. Steve Ditko and Stan Lee created Spider-Man. Todd Mcfarlane and David Michelinie created Venom but its Black Suit form was created by Roger Stern, Tom DeFalco, Mike Zeck and Ron Frenz. J.M DeMatteis and Luke Ross created the identity of Prodigy during Identity Crisis. Stan Lee, Ernie Hart, and Jack "King" Kirby created the Wasp. MLP was created by Lauren Faust and is owned by HASBRO.

It all started on just another day in for a once sunny Canterlot City. A spider descended from an apartment window frame bottom on a near invisible web line. The room is a simple room, there are shelves on the walls. Some have books, some have toolsets. The room even had a mini laboratory; chemicals, twisted tubing, bunsen burners and all. The tables are strewn with open notebooks, tools and circuit boards. The pictures on the board on one wall depicted Canterlot Star and Daily Bugle headlines of various criminals from over the years, one of them depicting a recently defeated Doctor notebooks depict sketches of costumes on the pages, a few sketches are gloves, lenses, masks and other gadgets. Two laptops were online on a desk; one was for leisure and writing, the other was running a diagnostic on the inside out mask's circuitry and programming.

A young man shifted in his nap on his bed, until his phone started ringing. He awoke with a start just as his phone rang. Ah man, for once he had gotten some peace and quiet... this happened. Great start. The tanned young man answered the phone by putting it on speaker.

"We got a 10-34 on 54th and Edwards. Officers under fire! Mane-iac attack! I repeat! Mane-iac hair attack! Requesting backup!" blared the phone.

The brown-haired young man sighed. "Her again? This has got to be the third time this month."

He quickly packed his phone, a camera, a change of clothes into a backpack and nabbed the mask and flipped it out back to normal. The 23-year old reached for two bright red angular chevron-shaped nozzled devices on his nightstand and snapped them onto the two silver bracelets on his wrists. Almost like a blur, he began changing into a suit that was sitting hanging on his chair. Much to his annoyance, his stomach growled hungrily. Maybe later breakfast can wait. After packing the other suit away in the backpack, he donned the mask, he jumpedout of the open window. Upon closing it, he flung himself outward towards the sights and sounds of his city.

Passerby saw a shadow fly overhead. Some of the passerby saw the shadowed figure leap onto a roof, backflip, somersault and scurry up pipes, rooftops and run up buildings. Boy was this déjà vu. Didn't he just do this a few months ago when he was helping Captain Watanabe book Wilson Fisk? Then again, he did do this sort of thing very often as well. The figure scaled up a stone wall, leapt a few fences.

"Comin' thru!" Canterlot City's hero declared as he swung through the crowd. He had to admit, he loved seeing the kids' faces and their smiles when he swung overhead.

A woman who was on her phone saw the hero pass by. "Lookin' good as always!"

A semi-truck whizzed on by as the figure traversed the trailer's edge, Silverly white lines rippled from the devices on his wrists. He spun, somersaulted, whirled in the air, creating a spectacular show of it as he sailed on by. He ambled on up a scaffolding, spotting a chopper as he did so. He trailed the chopper, following the flight path, feeling the sun at his back. He took a sigh, taking the air at this height... yep. It smelled wet; that meant a lot of rain or a little. With Mother Nature at work, who knew?

His suit systems pinged, letting him know he had a call as he shouldered his backpack. "Yeah, Sunset? What's going on?"

Her voice crackled, "Mane-aic's definately pickin' a fight for what Damage Control found in the last fight with her. She's really determined to get it. Her goons are gunnin' us down like we're a shooting game. Get over here; my men're sitting ducks behind their cruisers!"

The figure backflipped to dodge a billboard. He fired a line, polevaulting himself over a water tower on a high-rise. "Any ideas for what Damage Control has contained that's somethin' she wants?"

"Dunno. They're not telling me; they said it's above my paygrade or some nonsense like that." Sunset scoffed. "I can see why Captain Watanabe hated red tape. It's a hassle."

The male twisted, sailing through a narrow alleyway. "And the holidays are around the corner too. Sounds like Black Friday got the better of her ; typical. Then again, she was always crazy. How long has this been goin' on?"

The officer on the other end rattled off a list, "She ambushed them twenty minutes ago. The police arrived and her goons started laying down heavy fire. If you're gonna ask; the Power Ponies are on good will missions in Wakanda at the moment. No wonder she picked a good time to grab her old gear."

Speaking of gear, the figure tested his systems and his wrist mounted devices as he jumped from wall to wall, literally bouncing off of the walls. He cartwheeled the edge of a roof, free falling a few hundred stories down only to sail upwards via a silvery sling shot. After startling a few pigeons on a window sill, he stopped for a moment on a gargoyle's head, he could feel power coursing through his muscle and sinew. As he tensed up, he took a breath. Sur,e he had done this so many times, but one false move and splat! One red and blue pancake on the black road. He sped on through, swinging like a pendulum.

His comms. system pinged again, this time much more casually and he answered, "Go for 'Speed."

The voice on the other end had a joyful bell to her voice. "Hi, honey. I saw you swinging up the street on TV. Should I call the others?"

"I thought we were meeting up later?" The silhouetted man's white lenses glowed in the dark as he crawled through a narrow space between buildings.

"Yeah, but they figured you could use some help." The girl suggested.

The figure spun in the air and his left arm fired another silvery line towards a rooftop. He skidded across AC boxes. He let go of the line to sail between a criss-cross lines. "Oh ho, No. No. No. I'm not ruining this reunion. I just want one normal day with all of us together. No Super Villains, no crazy magic juju, nothing but us, our friends and possibly a rainy Canterlot City for a few days, Breeze. Also, I want Sunset to get used to her new job before she does her own street patrols again."

Breeze joked, "Now where's the fun in that? Where are you heading?"

Lightspeed sighed behind the mask, "54th and Edwards. Mane-iac's on the loose again. Just text me where you guys are and I'll be there soon, honey."

He shimmied up a chimney, then tumbled, landing on a two story roof then he cartwheeled, grabbing a railing. The figure spun around it three times and flew towards the sounds of gunfire, sirens and cackling. Within moments of reaching 54th and Edwards; he could see the Damage Control truck on its side; the container's electronic lock looked to be malfunctioning. As he carefully webbed his backpack in a spot only he could reach, he could see there were the usual green-haired purple pinstriped goons battling it out with cops with either standard or enhanced weaponry. His eyes scanned the area to see where the cops were covered then, ahah. There she is!

There she was in her gold-accented purple body suit, black gloves and boots. Her long green hair whipped around, snaring, coiling and striking like a viper. She was throwing around S.W.A.T. troopers and cops like they were ragdolls. She had a very determined look on her face, trying to get them away from the trailer doors. Cackling like always, she remained well unaware of who was watching her.

She grinned, "At last, what's mine is finally within my grasp!" the woman reached for the sparking haywire doors, only for her hand to be pinned to the door by a... web? A snarl ripped from her throat. "Who dares?"

"Uh, that would be me!" out from the shadows, the male figure leapt and landed on a street pole branch.

The cops saw a slim, athletically built young man in a full body form-fitting red and blue bodysuit, replete with a mask. The red all around looked to withstand a lot of impact as did the white on the suit. The mask was red and had chrome plated white oneway lenses framed with black shutters to allow for expressive emotion. From the waist down was blue, except for his feet which had red on the sides and at the back of the ankles. His shoulders, biceps, and waist were segmented by blue stripes. The sides of his forearms and wrists were had white, as did the top of his hands as well as the knuckles. On his wrists are two red chevron shaped web-shooter devices. The webbed red belt looked slim and streamlined. From the waist up, parts of the fabric was a bright red with a black web pattern, except for his back, sides, and insides of his upper arms, which were bright blue. At the sides of his thighs there were red curved panels. The large white spider outline on his back had four upper legs pointing up and four lower legs pointing to the middle of his back. The large white spider logo on his chest had its four upper legs were cut off at the sides of his chest, ending at the blue thin piping at the shoulders, the long lower legs trailed down to the top part of his toned stomach.

The Mane-iac glowered, "Spider-Man."

The white eyes mocked her with a joyful squint. "Hi, Maney. Looks like you didn't play nice at the Raft like I told you to." The webslinger crouched as he gleefully somersaulted away from a green-haired whipping attack. "Ah, ah, ah. Temper, temper. What's the matter, couldn't get the best deals on hairspray at the salon or did you chip a nail?"

Two goons tried to sneak up on him but the Webhead went low to high with his kick, knocking one guy in the neck, the other right on the face. He followed up by hitting the first goon in the stomach, then he fired a webline as he knocked the first goon in the air. Spider-Man dashed out a kick, and a few web shots. After pinning the first one to a wall, he landed a hard right on the next goon. A familiar buzzing at the base of his neck started off slow then rang loud as a third guy tried to slam him with a pipe.

"A pipe? Seriously?" He jumped up the pipe, sticking on the blunt end and traveled down it to kick the guy in the face. "That's what I call using at least 15% of your braincells. What a waste."

He backflipped as the pipe clattered to the floor. Spider-Man aimed for a cardboard box and Web-Yanked it, he spun it in the air and slammed into the second wave. "Come on, can you guys at least be decent enough to hit me?"

A blow to the stomach caught him flatflooted. Not. He caught the fist as it attempted to land on him and shoved it back. His eyes went wide as he jumped, a flurry of hair in the shape of fists plowed through the waves of goons. The green fists flailed, knocking some of them down and out. Spider-Man hit the gadget selector on his system and fired several electric shots from his red "Y"-shaped webshooters, knocking down some of the goons in his way.

The boy then switched gadgets and fired what looked to be blue glowing trip mines. One goon ran forward. Stupid move on his part. One of the mines went off, webbing erupted from the thing and yanked the thug to a wall. Another caught a goon and pinned him to a trashcan. As the mines went off, Spider-Man roundhouse kicked the last minion in his way. Finally making his way to the villainess.

The Mane-iac slammed Spider-Man at the front with several blows ot the chest. Spider-Man weaved in and out of the hair coming at him, to the naked eye he looked to be everywhere at once. Spider-Man backhanded a lash of hair away, then ducked under one as he leaned away. The boy jump-kicked the older woman, using a fraction of his power at her.

The Mane-iac whipped her hair, slamming into the boy."Just get out of my way, you brat or otherwise-!"

Spider-Man cracked, "Or what? Spank me? Wait a minute, did you just say... brat? Lady, reality check, I'm not fifteen anymore." His capoiera allowed him to dodged three strikes to his midsection. "Besides, that would not look good on you for hitting a teenager at your age back then."

The woman hissed, "Eight years! Eight years of that mouth! Do you ever stop talking?!"

As the battle between the two progressed, Spider-Man replied as his lenses cocked a brow mockingly, "Not really. Just love needling you. But come on, the sound of my voice is actually pleasing fo some women."

Spider-Man blocked two blows to his arm and was hit by a third to his gut. He spun away from the loop of hair around his ankles only to be yanked by the arm. The woman slammed him into a lampost then a mail box. Once the cackling woman let go, Spider-Man fired six web balls, allowing them to mix into her hair. Once her hair was pinned to the floor, he let loose somewhat soft blows to Mane-iac's stomach, and arms. A long lash of hair whipped him in the face. He sailed back in, firing more webs, repeating his pattern several times. Of course, it helped she was getting madder and madder with each time. It didn't help that she kept falling into the same trap every time.

"Come on, Maney, Try harder! Seriously, Even Shocker's better than you" He chuckled as he traded punches and kicks against her only ot have his chest with MMA styled barrages. "Oof! Not that hard!" PFFWWWPOW! went a hard left as he spun around, his legs lashing out three kicks.

Spider-Man chuckled, "Yeah, I'm in a hurry so I need to wrap this pun intended."

He was greeted by an uppercut to the chest then he started being ragdolled several tims,being dragged by the ankle. WHAM! WHAM! His body slammed against brickwalls, pipes, and concrete flooring. Upon being let go, he was hit hard with a blast of hair coming at him with the speed of a bullet train. His body spun, sending bricks, glass and dirt everywhere. People in the coffee shop ducked as Spider-Man's limbs sailed overhead. Spider-Man clattered to the floor, skidding to the road.

Spider-Man's lenses contracted and blinked several times. Ow. Every bone in his body was hurting as he rose. He would be feeling this tomorow morning but he gritted his teeth as he stood on shaky footing. He breathed slow and flicked his wrists, his webshooters whirring to action. OK, enough playin' around. Time to end this.

He backflipped over her and fired weblines into her hair. The webs tangled with her hair, weighing the haird down, sticking the strands to the floor. She gave a startled gasp and strained to get her hair back up. Spider-Man hit her with a pressure point on her neck, finally knocking her out.

Spider-Man took a few breaths, his lenses contracted and opened in sync with his breaths. Man, that was an annoying pain in the neck. On his H.U.D., his comms pinged twice.

"Did you get her?" Sunset's voice rang in his ears. He could tell by the sound of her voice was that she wasn't used to being the Captain of the police since Yuri had gone AWOL months ago.

The Hero approached the lock and nodded, "Yeah, I'm gonna see if that hairspray cannon is intact." He opened the door, and Yup. There it was, the giant hairspray cannon and several smaller hairspray rifles.

His eyes scanned for what was the thing she might have been looking for. Not a thing at first glance stood out to him but he switched his system to Infrared, and found an unusual heat signature behind a gun. The Hell? He picked it up; it looked to be some sort of hyper-ionizer in a much more compact frame. It glowed a warm blue light, not even uttering a sound.

"Captain Shimmer, I'm sending you images of this thing I found; See if you can find out who this belongs to and get it back to them. Do some digging as to why Damage Control wanted to keep it off the grid. Let me know what it is as well. See you at the reunion." Spider-Man left the device to where it was and flew ever upwards. His phone pinged as it started raining.

"As always folks, this is J. Jonah Jameson from Just the Facts," blared the voice on the radio. Oh not this guy.

"A few minutes ago, the police were engaged in a pitched battle on 54th and Edwards. They were doing just fine against the Mane-iac until Spider-Man intervened! That gloryhog couldn't help but insist on getting involved and he caused more property damage to the road and a coffee shop! I'm telling you he causes nothing but trouble. He never considers the consequences for his actions, only worried about his own ego. Why, it was just a few years ago alone George Stacy died at top of Strongbow Tower. Every time he gets involved someone's bound to get hurt and he winds up more blood on his hands! Does he even care?! No! He just likes the thrill of it all. He needs to be in jail! Railroaded for life!"

As Jameson droned on, Spider-Man just rolled his eyes retrieving his backpack. He just was itching to to prove Jameson wrong, and prove it he would. He shook his head as the rain started, he swung upwards and sailed south of the battle site. Police cruisers sailed from around the corner, going opposite of his direction. He let go as he hit his arc and fired another one. His web connected on the underside of a ledge and he somersaulted as he swung. Spider-Man landed on a building with glass windows and ran up the building then dropped off the corner of 3rd and Kirby St. He fired two weblines at two buildings and he flung himself towards a café. At the last second, he fired another webline and swung into an alleyway.

Moments later, Lightspeed threw on a raincoat over his red flannel shirt and strode towards the café, as he entered the place, he carried himself carefree, confident and outgoing. The lad tucked his hands into his pockets as he walked inside, humming a good tune. His eyes scanned the area and there they were. A few figures plus a dog were sitting at big table inside the warm room. Baristas were taking orders and taking cash. The room was full of hustle and bustle of a busy morning. Warm coffees and hot cocoas brewed, their scents hitting his nose. It was all relieving, really. He needed that, no matter how brief it would be. Lucky thing, he can still order breakfast at which, he did.

He pulled up a chair as a blonde-haired girl with a stetson handed him a hot cocoa. "Saw what happened out there, sugah. Nice work."

"AJ, when you have eight years of fighting her one-on-one, it's easy to rile her up." A cheeky snarky reply emerged from his mouth.

It's good to know you got her all wrapped up for the holidays.", sassed a rainbow haired girl in warm winter gear.

Lightspeed looked about the room and took count. Yep, Rainbow Dash, Pinkie Pie, Applejack, Rarity, Fluttershy, and recently minted Police Captain Sunset Shimmer were all here. Sunset had to follow Spidey after letting her boys take care of the rest with Damage Control. Eh, as much as Damage Control was willing to let the police in on. Well, a few friends were missing but he figured he made it on time, which was unsual; usually he was late to events like this. He looked down to see Spike chewing on a few dog treats. Man, he hadn't seen this group in ages. He frowned; there were at least three of the old gang missing. OK, make that two of the old gang, considering he felt a pair of blue-sleeved arms wrap around his neck. The boy spun around, only to be greeted by a pair of blue eyes, redhair and a wonderful smile, all from one Breeze Aria.

She wore her classic gold choker and her blue arm warmers. She wore a green sweater with her usual outfit. Breeze had her hair in her classic braid. My, he hadn't seen that look in four years.

"Hi, Hun. You did good out there." Breeze adjusted her scarf after kissing her love on the lips.

The boy smiled as he scanned the crowd "I see everyone else is here, but where's Twilight at? I see Spike but she's not here. Usually they're close together."

The redhead giggled, "Twilight's handling a call at the moment. A certain someone just landed and she's giving them directions."

Lightspeed blinked, "Who?"

Rarity chided jokingly, "Darling, you'll see soon enough. It's a surprise."

Fluttershy set down the dog food for Spike, "At least we're all together."

Pinkie Pie giggled, "Super reunion fun time! Come on, turn that frowny frown upside down, customers! WHEEEEEEEEEEEEEEE!"

The young girl with poofy pink hair was hyperactive, almost literally bouncing off the walls. She cartwheeled in the room and the circle of friends three times, she zoomed through everywhere like a cannonball for at least five minutes until she almost collided with Sunset and Lightspeed caught Pinkie by the back of her shirt without even looking.

Breeze laughed, "Wow, great reflexes."

Lightspeed joked, "I had some practice is all." He adjusted his wristbands. "Just get decaf for Pinkie."

The waitress took orders for breakfast and took extra time to get Pinkie's order written. It was a bit difficult considering she kept jumping and leaping everywhere like a hyperactive rabbit and the waitress went into fits of laughter followed by the group's own fits of laughter then the whole store was a laughing storm.

A purple-haired girl wearing a royal yet casual outfit, and a young man with curly black hair wearing an open black short-sleeved buttoned shirt over a purple T-shirt and grey jeans entered the small store.

The girl waved, "Hey guys, over here!"

AJ ambled on over with two cups of hot cocoa, "My gosh, don't you two look cold today. Ah mean, it is cold this time of year but whoooo!"

Princess Twilight cupped the mug with two as Blade Dancer set down his bags, "Man, that was a long flight it's good to be back home."

Lightspeed and Blade toasted each other's drinks. "I hear that. So how long are you staying?"

"My whole life, actually, now that I'm cured.", Blade shook hands with his old friend. "Sorry I was late; my flight took awhile thanks to that rainstorm. So, shall we?"

Even though his Spider-Sense wasn't on, something about his friend rubbed him the wrong way, like there was some hidden malice. Was it towards him or was it because of something else? Whatever it was, he hoped he'd clear it away soon enough.

A few hours later, the gang had finished their mini-reunion, planning their actual big reunion party at AJ's house. As Lightspeed exited the door, Blade trudged past him with a scowl on his face. Lightspeed furrowed his brow as he adjusted his red flannel shirt.

Spikeperked up his head and pursed his lips. "Is he OK?"

Princess Twilight shrugged, "He was like that when he landed. Don't worry about it. He'll be better at the party."

The dog still had a worried look to his mug. "I suppose he'll be able to relax at the party."

Rarity giggled, "Especially since you're going to be there, Sunset dear."

The officer blushed. "Eh... excuse me?! What's that supposed to mean?! We called the wedding off; things weren't working out.."

Lightspeed cocked a brow."You sure about that?"

Sunset gave a light smack to the boy's head. "Oh, don't you give me that, mr. Second-best and brightest-in-his-class-at-Canterlot-High. It took you half a year to get back together with Breeze."

Rainbow jumped in "It's been three years since you two broke things off, but it seems you two are least speaking to each other. Well, awkwardly anyway."

Sunset shook her head, "Aside from the mopey stuff. Can't wait to know what everyone's been up to since the old days at the reunion. Feels like forever since we hung out. I think the last time we hung out was... at CSU?"

Rarity nodded, "Actually, I believe that was when you had gotten assigned to Captain Watanabe as her second-in-command. I'm suprised you got promoted to Captain so soon."

The red and gold haired young woman gave a sheepish nod. "I admit, getting that promotion was a little sudden, but the Chief said I had a great record and great rapport with both our officers and our community, he said it makes sense given she went A.W.O.L. on us."

Lightspeed chuckled, "That's Sunset for you. Always at the top of her game and getting better everytime." He pulled out his phone, "We better exchange cell numbers since some of them have changed a lot since High School."

He was about to get everyone's new numbers when CRRRAASSSH! He whirled around as Breeze shoved the boy forward. "Go. I'll be right behind you. I'll text you the numbers."

The boy groaned as he pulled out the mask. "You gotta be kidding me! Of all the times to..."

Should not have tempted fate, but he did. He asked for it.

He could hear the radio go off. "All officers, 10-30 in progress. Unknown Enhanced engaged in a battle with mobsters on Lexington and 3rd. Any officers in the area, please respond!"

Once more, Spider-Man flew through the skies on his webbing and he ducked under a line of laundry. He caught another line, slingshotting himself towards the sounds on Lexington Avenue. What he saw as he got closer was something big, muscular and dark as night, white-gray veins pulsating on sinew and muscle. Spider-Man's eyes zoomed in, seeing the huge white spider on the back. It couldn't be...

As he heard, "We...are.. Venom.", he flicked his wrists to jump into the fray.

He spotted what had caused the noise; two cars had slammed into a wall and a fire hydrant.

He saw the thing haul a man up by his neck and heard the thing snarl as he reached the scene. He flew and landed on his feet. "Hey, Big Guy!"

The thing turned, it looked to be at least seven feet and six inches in height. The eyes looked very similar to his own lenses but organic, jagged, curved and sinister. Rows of razor sharp teeth smiled at him. The back of its hands had white squares. What caught his eyes was the logo. The huge white spider with the legs connecting to the one on its back. It was a symbol of something he had gotten rid of years ago.

"Hi..." snarled the voice that sent chills up Spider-Man's spine. "Remember us?"

Spider-Man was about to fire a shot but the monster's arm extended, punching him into a fence. As the tendril wrapped around his ankle, Spider-Man tched, "The symbiote... it's back... how?" He tried sticking to a pole but the monster's will was stronger and yanked him.

Spider-Man slammed the pole, thwacking his new foe in the face. Two more tendrils came at him, Spider-Man ducked and weaved,using the pole and his reflexes to dodge it. His H.U.D. instantly started scanning for something to hit that would cause a huge noise or at leasted alerted Breeze to do so. He tried slamming the pole on the monster's head but the thing came at him with a flying kick.

"Of all the frazzumin'-! Spider-Sense... really? Work with me!" He groaned as he backflipped up and away from the creature's strikes. He fired a web, yanking himself forward, punching the creature. "So, you new to the neighborhood? All good for the holidays?"

Venom struck hard with his claws, Spider-Man kept doing until he was greeted by a hard kick to the stomach. Spider-Man tched. "OK, someone's been eating their Corn Flakes today."

Venom roared, "Take this!" as more tendrils, webbing and his hands rushed Spider-Man. The lad did a baseball slide under them and kicked Venom right in the midsection.

Spider-Man stood sheepishly as the monster shrieked. "Oh, Right. Never aim below the belt. Sorry, my bad."

Venom was about to cuss then Spider-Man fired. "Language!" The creature ripped the webbing off, only to be greeted by Spider-Man's foot.

Spider-Man was then grabbed by the ankle. "What is it with you asses and grabbing my leg?"

He tossed over left and right like a ragdoll repeatedly. Then Venom slammed Spider-Man down harshly three more times.

Spider-Man croaked, "Now I know how Loki feels." Throughout this fight, he could feel some sort of hatred from this thing, like rejection, sadness and hurt all at once.

Venom snarled, "That... was for rejecting what we had for you. We were only trying to help you."

Spider-Man prepped his taser webbing. "Help me? You made me almost push away my friends and mentors during college! You made me beat up my enemies so badly they almost died. How did any of that make me better?!"

Venom's clawed hand slashed at Spider-Man with intent to kill. "You even ripped off our white spider! You dare to mock us?!" Just as he struck, Spidey fired. Dead center on the chest.

Just as the pain of electricity coursing through him hit, Venom was struck by soundwaves. Waves that nearly made the inky black ooze writhe in agony. The creature screamed in horror, sounding inhuman and human at the same time. The creature backed away from Breeze who was using an extremly loud whistle. The redhead had her pistol aimed at Venom as she herded him to flee, firing several warning shots.

Once he was gone, Sunset Shimmer got out from her cruiser and hauled the webhead to his feet. "Wait a minute, was that..."

"A nightmare I never want to see in this city.", Spider-Man looked at the damage and the wounded around him. The wounded as he could see looked to be mobsters and some were innocent people. Oh great, more for Jameson to rag on him.

Horrid memories came flooding back. Hoooo boy. Just another nightmare to try to live through, he interalized all the panic and the past to focus on the task at hand.

The Hero turned to the girls. "Help out the Medics where you can and see about figuring out what started all this."

He jumped up into the air. "I'm going to see where that thing took off to."

Sunset nodded, "Go for it." She had her own communicator and began tuning it. "Good luck and be careful."

The Hero responded with a nod and took off. Within ten minutes out,his phone pinged. "Go for 'Speed."

Breeze gave a worried sigh, "You alright?"

He backflipped off a building, "Somewhat. The healing membrane is kicking in. I just got a few questions about that thing. I'll see if I can get Capt. Shimmer on this "Venom"."

His girlfriend admitted sheepishly, "Did you forget she's here at the scene with me? Here."

Spider-Man asked, "So, about that device?"

The red and gold-haired woman nodded, "It's a hyper ionization device prototype according to Max Modell. This kind of thing would be used to power up plasma energy and possibly a small city on Earth. This could be very valuable on the black market; high tier valuable."

The webhead curled into a ball and dove downwards. "Sounds like she might be trying make her cannon slightly smaller and easier to fire. That, or fencing it. Lord knows what it goes for on the mob scene. Like you said; it's worth a lot of money. Who invented this thing and why was Damage Control hiding this?"

"Krysta. Who else runs Damage Control?" he could hear the sarcasm in her voice.

"I shoulda known; that explains the arc reactor-like glow it kept giving off and the under-wraps M.O... typical Krysta." Spider-Man shook his head. "Anything about our big boy?"

Sunset answered, "About this thing, looks like the rumors about San Fransisco's Lethal Protector are true. This Venom's been around for at least three showed up not long after the whole Secret Wars mess, according to records from San Fran and reports from Sable's Wild Pack. Yes, she's back... but hunting this thing. Who hired her, she won't tell me;only told me if she sees you, you two team-up just in case."

Spider-Man's eyes went wide. "But he just targeted me. He said "you..." But why? Whoever his host is... he's probably just along for the ride, not even aware of what his "buddy" is doing." He shuddered at the memories that flooded his mind.

He could remember Madame Web putting him through a test to see if he could lead a team. It was a test called "Secret Wars." His old Classic Suit had been torn to shreds trying to stop Doctor Doom from attaining the Beyonder's Power. There had been a machine that gave him a suit. A Suit that forever created nightmares in his mind. That thing, Doctor Connors and Twilight had surmised the symbiote had been tampered with; its aggression levels were high. Had he listened then, he would have gotten rid of it but he didn't and found himself late at night, beating up criminals to a bloody pulp and God knows what else that symbiote did to him.

But now the questions about the symbiote surfaced again, who tampered with it? Why make it so aggressive in nature? But why resurface now in Canterlot City when it could have chosen any point in time back then?

Spider-Man sped past the church tower where he used the bells to get it off him. He pursed his lips as he cartwheedled in the air, man that was a painful experience but it did get off. He hadn't expect it to return to haunt him. The boy spun in the air as he kept his comms on.

Sunset sighed, "I can only guess how much of a bull-headed rant Jameson is gonna be on about you now that this Venom is doing your job but with lethal intent."

Spider-Man suggested, "Just hit him with some boomboxes playing at a loud frequency. You guys can handle him like he's cake."

The Captain had surprise in her voice. "Soundwaves?"

The red and blue Hero waved it off, "When I tried to remove it, Mr Fantastic used a sound blaster on me to get it off. One of its weaknesses is soundwaves at a high frequency. Use whistles, bells, whatever makes a high noise and wrangle him. Use those Sable Bolas if you have to."

Sunset asked, "Sounds painful. I'll get my boys on it. Good luck on finding him, Spider-Man."

"You got it." He shouldered his duffel bag only to hear it ping again. "I've got to change the ping on this thing."

He had just arrived back towards his apartment. Of course he'd find Venom... in the morning that is. Lightspeed was gonna need a nap but priorities come first.

"Hey, 'Speed. It's Miles. Oh never mind, I see you." The dark-skinned kid waved to him as Spider-Man landed at the apartment.

A tired Spider-Man cocked a brow. "What are you doing here?"

Miles held up his homework. " Calculus Finals. They're killing me. I need a hand. You okay?"

An exhuasted yawn came from his hero. "Just ready to hit the hay is all, but one more helping hand wouldn't hurt. Man, am I bushed!"

The two entered the place as he went to the bathroom to change. Lightspeed emerged with a package for Miles. "Here."

Miles furrowed his brow. "What's this?"

Lightspeed replied, "Something I made when I went and helped out with that whole "Spider-Geddon" mess. I had a few ideas from your sketches you made in my old notebook. Don't open it yet until you feel you're ready or better yet wait 'till you're eighteen. Now.. there's something I need you to do for me."

The kid was listening. "Yeah?"

"Keep an eye and ear on the ground. There's a new threat in the city. I gotta find him. If he shows up in Brooklyn, lemme know."

Miles held up a paper. "You mean the Venom dude? I heard on Dad's old radio; well on the app his radio is programmed on my phone when I was walking here. News spreads fast in the precinct my Dad was in. What's his story?"

The two proceeded to chat about the incident that had occured and the possiblities of what the creature could be after. It was good to catch up with him and help him out with homework, boy had he missed the days of just studying and trying to have a good social life... as normal as Spider-Man would make it anyway... Lightspeed and Miles laughed as they traded stories about their families and the people the looked up to. It was well within the hour, the phone rang again as Miles headed out the door to get home.

Breeze had called yet agin. "Hi hun. Sorry to call so late. I just wanted to make sure you were getting to bed already. So what's up?"

The boy replied, "Just filling Miles in on what's up. Looks like he found out about Venom already. What's up?"

The redhead suggested, "Do you have a game plan? That thing took off towards 5th street and Faust towards the movie theatre we used to hang out. People spotted it there but by the time they tried to get a shot of it, it's gone."

Lightspeed sighed. "Right. So, now we need to track this thing. Coordinate with Sunset and possibly Sable and get them to triangulate Venom's patterns. We need to box him in and get that symbiote off of whoever is his host. "

He backflipped in the air, then careened off a crane. He couldn't help but shake at the feeling something bad was gonna happen. Really really bad. He could feel bugs crawling up his spine. He turned his head to look behind him. Nothing following him but something pinging him. Judging from the ping tone, it was an unknown number.

"Hello?"

The voice was someone he hadn't heard from since High School. "Lightspeed? Hello?"

"This is him. Who is this?" He asked as he leaned into his swing. The voice was familiar but he couldn't place it.

"It's me; Minimoon. It's been a while. I was supposed to show up at the reunion at Starbucks but I couldn't make it due to personal business. Business we can't talk over-" She gave a pause. "Never mind, the channel's secured."

On his H.U.D. a series of letters briefly scrawled his view. "S.H.I.E.L.D. encryption. Nice to know the newest kernel patch is up. OK, what's going on? When did you join them?"

Minimoon's picture showed up, showing her with short hair dressed in a blue form fitting combat uniform with silver gauntlets. "Not long after college, actually. I go by the codename Quake now. Long story. I heard you got a costume change."

Spider-Man did a handstand on a roof then fell hundreds of feet toward the street. "Yeah, It helps me make stand out."

"You heard about Venom showing up, right? Well guess what. Some old faces are back along with him." Minimoon sounded very serious and tired. "One of them being someone using your old Prodigy costume."

"The Slingers? Yeah, I know I've met them and wore their costumes before they did." He straightened himself as he zoomed through a low crane and went to upwards. "So who else came back?"

Two words chilled him to the bone, "Adaigo Dazzle."

Memories came flooding back of that temptress with floofy strawberry blonde hair and other villains from his days at Canterlot High. Boy were those maniacs a headache to deal with, the constant battling in and out and all the infighting with his friends certainly made his head hurt. That was drama he hated remembering. He remembered just how she tore apart Canterlot High's unity with her voice, her body and her songs.

He gave a grimace. "She doesn't have her powers anymore. Sunset, Sonata and I saw to that back at the Battle of the Bands five years ago. Sonata double crossed her sisters and joined us."

Minimoon sighed, "Remember that whole Kaecilius incident in China a while back? She's met up with a guy named Baron Mordo and he somehow has given her and Aria their powers back."

Spider-Man pursed his lips. "Sounds like an alliance of Magic. Why are you calling me rather than Doctor Strange? Magic's up his alley, not mine."

The girl nodded, "But she's tangled with you a lot more than him. You know her best."

The Hero nodded, "Alright. What does Prodigyand his team have to do with this?"

His H.U.D. blinked to life with some dark, grainy night camera saw a bit of footage of Prodigy and the Slingers battling Adaigo. Whoa. The battle looked to be quite a struggle given it was going on for ten minutes. The power readings off of Adaigo were getting higher and higher as the battle went. H ecould see Richochet using his gear to throw Adaigo off her game. It was somewhat working until Aria got the drop on him and Hornet fired some stinger-like devices at her. Lightspeed surmised Prodigy had lost this battle and yep. He was right. Dusk had created a smokescreen and the Slingers retreated.

"What was happening there?" The Hero asked.

"That battle wasn't long after the two got their powers back from Mordo. The two tried to control the Slingers but lucky thing, they got away. This was at a music hall in Berlin about a week ago."

Spider-Man cocked a brow. "and now they're here in Canterlot City after five years of being M.I.A.; What's their game?"

Minimoon pursed her lips. "I can only guess it's something not good. We need to meet up."

Spider-Man's glare steeled. "OK, meet up with Breeze at my apartment tomorrow morning; I need to sleep after I make a few calls." he did a 360 and headed back towards his house. OK, if things were getting this bad, he needed to be there.

Meanwhile...

Lance Strongbow sighed in frustration. He lost his election and now was exposed for develloping what could have easily been a bio-weapon instead of a cure. He eyed the secret weapons room he had put behind his painting of him and his son. He then eyed the helmet, bombs and bodysuit strewn before him. Beautiful, powerful, creative, calcuating, deadly and green were the words that came to mind whenever he brought this suit out. He looked at the new improved green helmet; the yellow lenses, regarding the emerald coloring and the memories. This suit and his attempt to siege Asgard during his dark reign over the Registration Act were the reasons why he ran for the election; to put distance from his old, evil past.

He looked at the screens showing Spider-Man swinging in the night, he snarled. It had been him. Even when he wasn't this old persona, Spider-Man still interfered. There some things about Strongbowcorp he hadn't wanted the public to know but that annoying little arachnid Spider-Man had somehow acquired footage of the Martin Li incident and brought it to the Canterlot Star. Sure, the red and blue dolt saved him from a deranged Otto Octavius. His fists tightened a ghostly white color. He had been at the height of it all, power, a crown applauding him. All was within his grasp.

The gray-haired man picked up a vial of green liquid. Should he dare go back? His son was finally back from his trip, he should be spending time with him. An image of Spider-Man in action against car jackers was playing on one screen,another had footage from years ago, Spider-Man battling to save someone on theGeorge Washington Bridge and failing to save her. More footage was of Spider-Man battling this same villain from over the years. Blood dripped from his fists as his nails dug in. A growl locked in his throat and uttered out in low tones.

He snarled, "First he saves me then humilates me. Out there he continues to fight again and again. How many losses does it take for him to toss in the towel?!"

Lance raged, "I put so many years of work into this from college. This company was made from my own two hands. Each invention, perfected by my genius. Each move, invested carefully. Yet here we are. It all comes crumbling down thanks to one man... and several things I hid away when this company started."

The voice in his head cackled, "Ah, but look at the latest footage with Otto, he looks tired, and exhausted. Perhaps, it's what we need to do; tire him, and break him. Mentally and emotionally. We can break his spirit to a point it can't recover and he'll walk away. He was broken when we stole his lover and he killed her."

Lance grunted. "He recovered when the Rhino showed up and nearly tanked the police over and that one spider-kid tried to help stop that Russian dolt. What makes you think he won't bounce back?"

The voice had a chilling silky tone to it. "Take that serum... here's what we have to do..."

Meanwhile with Blade...

He sighed. After dealing with several terrifying adventures in San Fransisco , it felt good to be back in the city. He was a city boy at best. The young man had a bouquet of flowers as he looked at the window. It happened to be Sunset Shimmer. He hadn't seen her in a few years, not since he had to go away on his "big trip" and that awkward conversation to the coffee shop.

He strode up to the bottom step, then backed away. He kept at this for a few minutes until he ruffled his hair in frustration. Why was this so hard?! Sure it was easy in head to just walk up and talk to her. Then again, he remembered the last time he had to talk to her, that was complicated..

The young man remembered her laugh, her warmth against his own sweet memories, some full of regret, some full of happiness. Why hadn't he just told her the truth? He couldn't follow even his own advice.

Blade gulped as he waltzed up the steps, ready to ring the bell, then a voice rang in his head.

"Go for it. She belongs to us. She means much to us; she indeed saved us when Riot attacked."

Blade sighed, "She has her own life. She's too busy."

"Do not make excuses! We came all this way to rekindle our love for her which is another one of our priorities... well, your priorities. Mine involves that damned Webspinner."

The young lad ambled down the stairs, "Maybe I shouldn't do thi-!" he felt some invisible force yanking him back towards the door. "Hey! Hey! Let me go! Don't you dare ring the bell!"

"Then you ring it yourself, man. Besides, we know you; you desire her. She does look attractive in those suggestive outfits."

Blade blushed. "Quit putting those images in my head, dude!"

The black ooze grinned in his host's head. "As you tasty morsels put it, love you, bro."

"I think you've been on Earth way too long, buddy." Blade commented dryly.

"Hmn. You just need the right motivator to get back with her. She is after all, the one who is your light to the darkness you wish to cast out of your heart." The ooze replied softly.

"That's it, no more playing Kingdom Hearts 'til midnight for you, V." Blade joked.

Blade tched then gulped as his fingers inched closer to the bell. The man felt the wind through his hair. He looked up to see bikers swooping by. He snarled, dropping the flowers and note onto the floor as he rang the bell. Black matter formed over him.

"Never mind... they come first..."

At Lightspeed's apartment, that next morning...

Lightspeed sat in thought at his laptop then looked over the people present in the room. One was a young male with slicked back hair wearing an updated version of the Prodigy Suit sans the helmet at the moment, and one was in her S.H.I.E.L.D. uniform, one was Breeze and the others were Sunset and the gang.

"Everyone's all here and had breakfast?", said the young man in the Prodigy Suit.

Everyone nodded.

"Let's get starte-?" Just as he spoke, a new face entered the room. Or rather an old face.

There was, with her light blue, dark-blue streaked hair, red eyes, cyan skin. He knew that one from the rocker wristbands, the ponytail, the maroon sweater, thought it looked slightly different from her days in High School.

Lightspeed was the first to welcome her. "Sonata Dusk. Good to see you. How's things been in Atlantis?"

Sonata shrugged, "Aside from the wet tacos, and frequently stopping Namor trying to conquer the world, it's been okay. " Her eyes glinted sadly, "And hearing Adaigo's back... Does this mean Aria's back as well?"

AJ nodded. "She was there at the battle. We just need to figure out if this Venom thing is connected with them. Mini, if you will." The blonde girl lent a comforting hug to Sonata as the meeting began.

Sonata pursed her lips. "It's not like my sister to deal with Dark Magic. They're probably getting desperate considering they can't sow chaos on people anymore with their necklaces."

Minimoon nodded and began playing the projector which showed a map of the city. " It's possible Mordo restored , so this Venom thing's been tearing into three areas; all of them related to our High School days. She pointed to three areas. "Guardian Lance aka Prodigy has been to the scene this morning, the thugs that have frequented it are definately with Mordo or with something not from this Earth."

The man in question nodded, "When we head out, I will survey the scene by going on ahead. The Slingers will assist in securing the area. If this guy is on our side it'll be good to know, if he is on their side... we'll take him down."

Lightspeed looked at the map. "You triangulated he's at... Oh wow." He knew that spot very well.

Fluttershy held Spike in her arms who said, "No way..."

Aj nearly dropped her hat. "Of all gosh darned places he's pickin' fights at..."

Lightspeed and Sunset looked at each other as he said, "Looks like it's Back to School."

The image depicted one particular location. One the group hadn't been to in eight years. Canterlot High. More specifically, the Mirror in front of the school. Good and bad memories ran through each of their heads, smiling and looking at each other. The girls, well the ones Sunset and Twilight hung out with, knew the plan before uttering a single word.

Lightspeed spoke out loud as he picked up his suit. "You know the plan, I guess?"

Sunset chuckled, "Yep, but let's hear you say it first."

Lightspeed nodded, "We corner this thing and blast him with enough sound to get him out of the city. If not, we give him a blast of Equestria Magic if he gets too out of hand. We first need to get civilians out of the line of fire when we hit him. Evacuation is a big priority. Mini, Prodigy, me, and the Slingers are Team 1 to attack Venom with everything with we got. I know Miles would want to be here, but his school comes first. Plus, Breeze is a bit busy at her own office building our case; she'll join us later."

He looked at Sunset and the girls "You seven are Team 2; focusing on distraction and evacuation civilians. Whatever this thing is do not let him near you or what that thing is get into your head. Trust me, that thing is freaky. It will twist you and turn into the worst kind of person you don't want to be."

Everyone nodded.

Sunset chuckled. "I thought I'd be the one with the debrief. How'd you get this good with the job?"

Spider-Man donned on his mask. "Time and care. A lot of patience. That's all I can say; that and seeing Cap in action was a bit of a learning experience I'll never forget."

AJ gave a proud smike. "He's certainly come a long way."

"Alright! Let's roll for the show!" He sailed out the window, determined to beat this monster once and for all.

At Canterlot High...

Venom snarled as the bike was ripped to shreds. Two thus were out cold on the floor, one was aiming his gun at the creature. Two were caught in the grip of the thing's tentacles. One has clutching his bleeding stomach; his face in a rictus of pain.

The monster snarled, his tongue licking the prey currently in his hands. "Stay away from the mirror. Your masters will never breach it. We've said it more than once; if you dare try to cross this line... we will eat you, ensure some of you're still breathing while limbless for life."

The thug spat in Venom's face. "We have orders to bring you in!" the man attempted to fire a blast of Magic but a red and blue blur intervened.

Webs had slammed Venom in the neck with his elbow. "OK, I think I've heard enough."

Spider-Man then gave one crack. "Looks like someone's been hitting the gym excessively."

Venom released the thugs as he jerked from the hit, the thugs all landed hard on the concrete, all of them aching in pain. The huge brute roared at Spider-Man. Finally. It was time to end this.

"Ahhh, One more joke, look at you ready to go. Ohhh good. A good sight to see before you die!" The thing charged, ready to fight.

Two claw swipes forced Spider-Man to duck, Spider-Man landed two kicks on Venom's back, putting the creature off balance. A tendril snagged him by the arm and slammed the boy into a lampost.

Venom cackled. "I'm going to enjoy this." His claws swiped down, Spider-Man Web Yanked a motorcycle and flung it at Venom's swiping arm., knocking the arm away.

Spider-Man then bicycle-kicked Venom off of monster slammed his arms down, forcing the Hero onto the ground. Spider-Man slid under Venom, once again kicking him twice in the back. He arched over the monster, clocking him the face with such a punch.

Venom laughed, "You've changed since then. You've had much improvement. We remember you being clumsy and worried about losing all the time."

Spider-Man shot back while ducking a lashing tendril, "It's called training, buddy ! Try it sometime, Brock Lesnar."A slashing side strike caught him in the chest.

Within minutes of the fight, He predicted where Spider-Man would leap or punch, he countered accordingly. The two went at each other, move for move, As it seemed, Venom had all of Spider-Man'spowers plus a few of his own. The brute fired webbing at Spider-Man, yanking him into the metal fence.

Bad move. The loud clang sound rang out like a bell, causing Venom to screech in -Man hit the fence again with several strikes, creating more and more of the loud sound only to be punted across the street by a tendril. Spider-Man groaned as Venom's claws extended and cut him on the face with a hard left. Prodigy tched and left a tatoo of blows on Venom's abdomen. He slid under him baseball style only for a a wall on black asphalt to greet Venom and slammed him backwards.

Spider-Man gave a thumbs up. "Not a bad shot!"

Prodigy swooped his weighted cap, slapping Venom back towards the fence. "We've got to get him away from the Mirror If he goes in there , Lord knows what'll happen."

Dusk snuck up behind Venom and threw lashes of shadow at the creature, countering its tendrils. Ricochet cracked, "Here comes the pitch!"

He threw three of the "R" emblazoned gold disks from his left arm, two of them exploded in Venom's face and the third exploded, wrapping a bola; lashing an arm to Venom's side.

Hornet jetted in, his pack's flame seared venom, causing him to screech in pain. Hornet backflipped, firing black stingers from his wrist blasters. "Dammit! Not even making a dent in that goop of his. Fascinating though. What is about that Mirror that keeps him moving there? Spider-Man, any ideas on the Mirror?"

Oh, Spider-Man knew all about the Mirror, alright. Spider-Man blocked a tendril with a chop, he sidestipped a claw swipe only to be uppercutted by a claw, blood burst from his chest. Venom got behind Spider-Man and slashed the Hero in the back.

Spider-Man tched. 'Dammit, Spider-Sense! Work!' He fired two webshots as he reversed himself.

Spider-Man cracked, "Come on, tall dark and gruesome. Is that all ya go-!"

As the others arrived , a steel table came flying right at him. Prodigy flew up and to his right to quickly get out of the way and Spider-Man instantly leapt ten feet into the air and safely webbed the table to the wall.

"Thank me later," he quickly stated. "I got this."

Spider-Man dodged a motorcycle thrown at him. "Hey, you break it, you buy it!" He called out to as he managed to web it and toss it at Venom's head.

He blinded the creature, Webstriking the thing. Venom backhanded him slamming him into a fence. The loud metal gong resounded once more, earning an unholy shriek from the bulky creature. Spider-Man continued to slam the fence, ringing several screams of rage, some of them sounded... human. The Hero fired up his Electric Punch and fired a barrage of boxing blows towards the thing, uppercutting, jabbing as he bounced around the monster. He couldn't let this thing have a shot on him.

A Rainbow-colored blur slammed into Venom then a barrage of diamonds hit Venom in the side. Twilight Sparkle and Sunset aimed their arms forward, bursts of Magic erupted from their hands. Venom was assaulted by confetti and an orange lasso lashed his arm to one side. Fire and purple blasts hit Venom dead on, forcing a loud shriek from the thing.

Venom proceeded to unleash clawed tendrils which backhanded Spider-Man and slashed Prodigy across the chest. A tendril lashed Quake by the ankle and tossed her up into the air. A bolt of rainbow color dashed by and elbowed Venom in the stomach. Venom lobbed another table at him and this time Spider-Man grabbed it in midair with his webbing and swung it right back at him. Venom carelessly lifts his forearm and splits the statue in two, only for a chunk of rubble to strike him across the face, revealing a very familiar hazel set of eyes.

Sunset's eyes grew wide. "No... it couldn't be... that's... that's..."

"Blade?" his eyes widened in shock. After a moment of silence, he spoke up again. "H-how? You were sick..."

"Let's just say a a science trip to Twilight's abode helped fill in the gaps." The young man snarled.

Spider-Man narrowed his eyes. "Why? Why go after me?"

Venom roared. "You destroyed what my father built!"

"He did that himself and to many lives," He glared right at Venom. "There was nothing I could do."

Venom leapt towards Spider-Man and he dodged his tackle, but at the last second Venom outstretched his arm and his tendrils wrapped around Spider-Man's leg. Again, what was with them and grabbing his leg. He smashed him on the ground and uppercutted him into a row of bikes. Venom jumped up at him and Spider-Man kicked him across the jaw. Immediately after the blow connected, he grabbed him by the neck and slammed him down on the floor. As Venom closed in for another devastating punch, Spider-Man unleashed a Capoeira kick which does make the monstrous symbiote flinch momentarily. Dancer responded with a surprisingly quick spinning side kick. As Spidey dodged, it be leaping in the air, Venom followed it up with an aerial tornado kick, sending Spidey reeling into a wall of brick and mortar at the gates.

"Blade, if you're here that means you care about the greater good." Spider-Man says, trying to reason with him. "From what I hear, that thing only wants to hurt the bad people... well maybe you do."

"The greatest good is killing you, Lennox!" and with that reply uttered from his own Best Friend, all bets were off.

And with that, the two began to exchange ludicrously powerful punches and kicks. As Sunset fired a few bursts of flame, she could tell Spider-Man wasn't holding back, and curiously enough, she could tell Venom was as well. Spider-Man was leaping around, firing off a few shots while Venom was staying on the ground, throwing things and tendrils at him.

He leapt at him again but Spider-Man met his foe's leap with a strong right hook. The blow connected; Venom blocked an incoming jab from Spider-Man and jetted his other arm out at him, grasping the hero by his neck and raised him well above head level.

Spider-Man squinted as he kicked, "If you really wanted to kill me you would have done so already. I know how manipulative that symbiote can be."

Blade and the symbiote shouted, "Shut up! We can rip your head off with no effort at all."

Spider-Man let out a cough, and then smiled. "I'm sure you can. But not now. We need everyone's help in stopping Adaigo."

The monstrous face, tongue and jaws disappear from one second to the next, becoming one with the rest of the symbiote. What remains is the perplexed and conflicted face of Blade Dancer.

"You've only bought yourself some time, Lennox." He growled as he slowly put him on the ground.

Sunset approached Blade with wide eyes. The last time she saw him like that was in San Fransisco right around when Jean DeWolffe had died on duty. "I see you bulked up."

Blade gave a somber glance. "Yeah. It's a long story."

The girl laughed, "I was there; I gave you a lift to the rocket station, remember?"

Blade nodded and laughed softly. "Right. Only for a bit."

As he cleared his throat, Spider-Man got right down to debriefing Venom about Adaigo's return.

Blade crossed his arms. "So, Adaigo and Aria are back with Baron Mordo's help. That would explain his goons heading into the city along weith some weird robots."

Spider-Man's eyes cocked a brow. "Robots?" Just as the gang headed towards an area where they could talk freely, it began to rain and thunder.

On the upper floors of the Canterlot Star, Breeze Aria was sorting out her case files when a secretary of hers entered her office.

The elderly woman asked, "Ms. Aria, your 6pm is here to see you. Are you all ready to see her?"

A curious Breeze crooked her brow. "Send her in."

In came a head full of brown hair, shining brown eyes, a fair complexion, a model figure and a smile worth a thousand suns. "Well, if it isn't my favorite detective. How's it?"

The redhead lady hugged the client who entered."Hello, Janet Van Dyne. What brings you to the Canterlot Star in Midtown?"

Janet tapped her growing belly."Well, for one to tell you I'm on Maternity Leave. The baby's due in a few months and I can't go out Avenging every night. Mom's duty calls. Two, I'm looking for someone to replace me."

Breeze looked at the suitcase Janet was carrying, "Is that right?"

The older woman laughed, " I'm looking for someone to replace me as the Wasp. Two guesses as to who that'll be." Her smile said it all.

The redhead's eyes went wide as her pen clattered to the floor. "No... way..."

Fade to black...

Fanfic Production

Directed by Lightspeed,

Script and screenplay written by Lightspeed,

Edited by Lightspeed,

Executive Producers/Proof Readers: Sonic DX, Minimoon

Produced by Lightspeed, Sonic DX, Minimoon

Continuity tracking by Minimoon

Fight Choreography by Blade Dancer

Score by John Paesano

Cast

Yuri Lowenthal as Lightspeed/Spider-Man

Colleen Clinkenbeard as Breeze Aria/Wasp II

Sam Witwer as Blade Dancer/Venom

Rebecca Shoichet as Sunset Shimmer

Marÿke Hendrikse as Sonata Dusk

Ellen Kennedy as The Mane-iac

Tara Strong as Twilight Sparkle

Ashleigh Ball as Rainbow Dash and Applejack

Andrea Libman as Pinkie Pie and Fluttershy

Nadji Jeter as Miles Morales

Monica Rial as Minimoon/Quake

Andrew Chaikan as Guardian Lance/Prodigy

Lex Lang as Alex Henderlyn/Hornet

Josh Keaton as Burt Kyles/Ricochet

Grey Delisle as Moira Muskers/Dusk

Colleen O'Shaughnessy as Janet Van Dyne/Wasp I

And Roger Craig Smith as Flash Magnus/Captain America

An eagle eyed civilian spotted what looked to be a damaged Quintjet awkwardly parking into Avengers Tower.

At Avengers Tower...

The figure raced down the ramp and leaned against the wall. A elderly bald man in a butler's uniform raced to him. "My word. Captain Magnus, are you alright?"

The red-haired bearded figure wielding onyx black and silver gauntlets on his arms clutched his side. "No time... we...hah... gotta move fast, Jarvis..."

The butler dusted the soldier off. "What happnened up there, sir, dare I ask?"

"Kang happened. We...we're scattered across time... or trapped... most of them. I'm the only one who escaped his time loop.. but only for a limited time..." electricity crackled around his body painfully.

The man removed the black gauntlets and strode toward a horizontal row of costume display cases and opened one. He pulled out a bullet-sprayed round shield that had circular stripes of red and white, the blue center depicted a silver star.

The red-haired man then pulled out a card of sorts. He pressed the "A" logo on it. "This is an emergency message... if you're seeing this; it means... we're dead. Well, most of us are or scattered across the Universe... We need someone to answer the call. We need... New Avengers."

TO BE CONTINUED...