Nearing Canterlot, Twilight Sparkle was flying in, having come from Ponyville. Although she knew that her royal duties were important now that she is a princess, she couldn't help but feel that she would be feeling better if her friends were alongside her. Entering the capital, she lowered herself to the ground as gently as she could, due to still getting used to her pair of wings.

"Twilight!" a voice was heard, she looked around to see a pink alicorn waving at her, causing a smile to appear on Twilight's face.

"Cadence!" she cheered rushing at her and embracing her former foal-sitter "You made it."

"Of course did." she confirmed letting go of the hug "I had to. After all, it is a princess level emergency." she said in worry.

"I know, I just wish that we could have time together that doesn't involved some big threat or important thing getting in the way." Twilight replied feeling annoyed making Cadence giggle a bit.

"Well if we saw each other often, it wouldn't be making them so special." the crystal princess told the purple alicorn.

"I guess you're right." Twilight and received a light hug from Cadence before they began walking towards the castle. It was then Cadence began to have a worried expression appear on her face "I have to say, Twilight, I'm a little worried."

"About what?" the younger alicorn asked.

A being appears in Canterlot and manages to defeat Princess Luna. You can't help but feel scared by that."

"Don't worry, I'm pretty sure it was because Princess Luna was tired. If she was at full strength, it would've gone a whole lot differently." Twilight declared, trying to comfort her fellow princess and friend.

"Yeah, that is a good point, I guess." Cadence agreed, feeling a little better. When they began nearing the castle they noticed that there were guards searching the castle grounds.

"What's going on?" Twilight asked.

"I don't know." Cadence answered before looking at Twilight and adding "But it must be serious." she then spread out her wings and took off towards the castle with Twilight in tow.

They arrived in the castle, seeing a guard motioning others to patrol the area.

"Lieutenant, what's happening?" Twilight asked to the guard.

"Princess Cadence, Princess Twilight, there has been an intruder in the castle." he answered "We managed to secure the exits." he finished as more guards departed.

"An intruder?" Cadence asked and shared a curious look with Twilight "What does he look like?" she inquired.

"Some kind of strange creature, unlike anything I ever seen. All I can tell from it is that it was most likely wearing some kind of outfit with a mask of sort. It seemed to have a spider motif to it and it had eyes not unlike those of a changeling." he explained.

"Changeling!?" Pinkie Pie and Spike suddenly blurted out as she popped out for behind a bush before Rainbow Dash pulled them down back into hiding. This did not go unnoticed and Twilight levitated the bush off the ground to reveal her friends, Spike and Shining Armor.

"Girls? Spike?"

"Shining Armor?" Cadence said surprised seeing her husband.

"Uh, hey, Twilight." Spike waved as he and the others had sheepish looks on their faces.

"What are you all doing here?" the purple alicorn asked while glaring at them.

"Well, um, you see. We were just-" Rarity began to explain, feeling nervous, until Twilight hold up her hoof, cutting her off.

"Nevermind, I figured it out. You just wanted to be sure that I was safe and just staying in Ponyville made you feel worried about me." he said while raising an eyebrow at her friends, who chuckles sheepishly, feeling embarrassed as Cadence spoke up to her stallion.

"And Shining Armor. What are you doing here? You're supposed to be watching over the Empire." she told him sternly.

"I know, but the last time there was an emergency in Canterlot and you were there, Queen Chrysalis captured you, took your place and almost took over Equestria." he said before placing a hoof on her shoulder "I am not going to risk that a second time." he told her while looking into her eyes.

"It might be a good thing that you have come when you did." a voice spoke. Turned to see Princess Celestia arriving with her sister not far behind "Because we might need all the help we can get." she finished.

"Princess Luna! Are you alright?" Twilight asked as she approached the princess of the night with a worried look.

"I am now, Twilight Sparkle." she assured the young alicorn before getting a serious look "But we have a more pressing matter to deal with at this moment." she said while a guard was speaking to the captain.

Once the captain finished with the guard, he spoke to the princess "One of the scouts just returned, highness'. He says that the intruder is heading towards the throne room." he told them and Shining Armor spoke up .

"Order your guards to set a perimeter around the throne room and hold their positions. This guy must not be able to leave the castle grounds, otherwise we might lose him." he said to the guard who saluted him and took off to spread the order.

Twilight walked up to her with a raised eyebrow "Since when are you in charge?" she asked.

Shining turned to her with a cocky smirk "You forget that I was a captain of the royal guard before I married Cadence." he said in a bragging tone, causing his sister to simply look at him unamused , which made him look at her with an annoyed look.

It was then Celestia stepped in "No time for foolishness. We need to get to the throne room immediately and find out who this intruder is." she said earning a confused look from Rainbow Dash as she flew up to her.

"Uh, you're joking, right? It's an intruder. And correct me if I'm wrong, but there was also an intruder earlier that attacked Princess Luna and knocked her out without breaking a sweat." she said. Her eyes shot open after she realized what she and the light blue pegasus turned to the currently glaring dark blue alicorn "No offence." she said in an apologizing tone only for the said princess to raise an eyebrow.

Rarity cleared her throat and then decided to speak "Rainbow Dash does bring out a valiant point. How can we be sure if he is a hostile or not?" she asked only for a familiar hyperactive party pony to appear on one side.

"Ooh, ooh, I know!" she said before zipping off and reappearing on the other side of Rarity holding a cupcake in her hoof "We ask him if he likes cupcakes. If he does, that means he's okay, but if he doesn't, that means he's a meany" she explained before letting a blissful smile with a squee, earning confused looks from everyone.

"I don't think that it's going to work Pinkie." Twilight rationalized with her pink friend.

"Why not?" she asked, being completely oblivious.

"I am pretty sure that it's goin' to take a more then just a cupcake test to see which side he's on." Applejack explain. Pinkie just shrugged and threw the cupcake in the air and it landed in her mouth, which she ate.

"I say we go strait at him and interrogate him. You know, like awesome cops." Rainbow Dash suggested and made action poses.

"I don't think it's a wise decision, Rainbow Dash." Princess Celestia spoke and for her sister to continue.

"Princess Celestia is right. We don't know if this individual is a bad guy or not. Our best chance is to find him to figure it out." Twilight said.

Rainbow Dash groaned and crossed her hoofs "Fine. I still think my idea is more awesome though." she said, the last sentence being muttered.

"So, we are going into the castle, with some kind of creature that could potentially be dangerous. And it has the eyes of a changeling?" Fluttershy said as she trembled behind Applejack.

"No need to worry, Fluttershy. Nothing bad will happen, I promise." Candece said to the shy pegasus, making her feel safe.

"Alright, let's go." Spike said, being the first to enter the castle.

"So, if the intruder, turns out to be a hostile. You are going to be the first one to take him on?" Twilight asked teasingly.

Hearing this made Spike stop in his tracks and he turned back to the ponies "You know what? This is Princess Celestia and Princess Luna's castle. It might be best their the ones going it first." he said nervously as he made his way behind Twilight, making Celestia amused by the young dragon's reaction. The group then entered the castle with Celestia and Luna leading the way.

Near the throne room, Peter was walking in the hall looking in awe at the stain glass window "Woah, that is so cool. Must've paid a fortune to make those windows, let alone this castle." he said looking around "Man, I really hope these guys are the good guys. 'Cause I really would hate to have to cause damage in a place like this." he told himself before getting back on track "Okay, gotta focus. First I need to contact Fury or Iron Man or Captain America."

He then began tapping on the screen of the gauntlet device "Come on, come on, please work." he said before it projected a holographic screen and showed a blurry image.

"Kid! Parker, are you there? Parker!" it said and the screen became clearer, the image showed Nick Fury.

"Oh, for God's sake, kid! We thought we lost you!" the super spy scolded the teen, making him wince.

"I know, I know. It was reckless, impulsive and jumping in without thinking, but I still had to do it. Look Goblin is one of my enemies, which makes him my responsibility to handle. You're the one that's always telling me to grow up. And I'm pretty sure that 'growing up means holding up to one's responsibility for his problems." he defended himself.

Fury was quiet for a moment before speaking up "How is it that sometimes you act like a smart and matured young man while other times you act like an immature and hot-headed kid?" he asked feeling completely lost.

"Hey, I'm only 15. Give me a break. Besides, Mister Stark is older than me, and he sometimes acts about as immature as I do sometimes.

"Absolutely no denial there, kid. Except, I wouldn't be running around wearing pyjamas." Tony could be heard as he appeared in the background.

Peter felt hurt and insulted "I am not wearing pyjamas and you should talk. You fly around dressed in a fancy red and gold tin can." the young hero shot back.

"Ouch. You know, that hurts."

"Sorry, but it's the truth."

"Excuse me, ladies! Are we going to have a talk about how you going dress up for prom?" he asked feeling annoyed and glared at Stark, who stepped away. He turned back to Peter "Anyway, where are you?" he asked.

"I'm in a castle. Like the fancy-and-clean type castle. I also ran into the locals." Peter answered.

"Really? Whatever happened to being 'super stealthy'?" he asked with a grimace.

"In my defense, when a portal opens up in the sky and someone wearing a red and blue bodysuit falls out, it makes it pretty hard to not get the attention of the guards." Peter replied "But that is not the weirdest thing."

"Then what's the weirdest thing?" Fury asked.

"You'll just laugh at me."

"Say it."

"The locals appear to be... technicolored talking ponies." Peter said, feeling embarrassed and was expecting Fury to laugh right at him. But instead it was just Stark's laugh that was heard.

"Seriously?" he continued laughing "Talking rainbow colored ponies? Oh that is just too good." he continued.

Nick was just silent for a moment before speaking "Where they wearing armor?"

"Yeah, gold armor." Peter answered before realizing something "Wait, you actually believe me?" Peter asked bewildered

"Actually, I think I might have an idea on where you are. " the veteran spy answered.

"Really?" Peter asked surprised. Since Fury was a veteran SHIELD agent and has become the director of the organisation, whose main mission is monitoring for possible world threatening things, it would make sense that he had intel on a lot of things, but Peter never expected Fury to have an idea where he is.

"Yeah, where are you heading right now?" the adult asked.

"I'm in a hall and there's a very big door. Let me check it out." Peter said before he opened the door and saw the throne room with his lenses widening in awe "Woah. Alright, so whoever built the castle focused on the word 'ostentatious' to represent the interior of it." he said while looking around.

"Would you mind sharing what's so impressive?" he inquired and Peter extended his arm to show the director the throne room "Kid, I know where you are and there might be someone there that can help." he told the young.

"Wait, what?" Peter felt even more confused and put the screen back in front of him "Nick what are you talking about?" he asked until he heard the sound of voices approaching "Uh, oh."

The doors opened with the princesses, mane 6, Shining Armor and Spike entering. They looked and saw the room was empty "He must be in here. There is no where else he could be." she said.

Behind her throne, Peter was hiding so he wouldn't be noticed by them. Nick then quietly spoke up on Peter's holographic screen "Show yourself." he told him.

"What? Whatever happen to me not getting caught?" Peter asked in a whisper, wanting to know why Fury's sudden change of plan.

"Trust me. If this who I think it is, you are going to need her help." Fury replied.

"But I thought I was supposed to take care of this myself." Peter noted, again in a whisper.

"Well, you're gonna get her help one way whether you like it or not." he then received a message "I have to go. Something came up. Be back before Monday and don't do anything stupid or unnecessary. I'll call back later to see how you're handling. Fury out." he finished, turning off the screen connection between the two.

"Wait! Fury? Fury!" Peter whispered before understanding that he was gone "Oh, terrific." he muttered. Celestia spoke

"Wherever you are, we can settle this peacefully if you surrender and we can work out an understanding." she called out.

"Alright, I'm coming out and for future reference, I am not a bad guy that wants to hurt you. Okay? Coming out now!" he called out as he showed himself to the ponies who were shocked as he didn't look like any sort of creature from Equestria.

"Oh, my stars!" Rarity gasped at the sight of Spidey. Fluttershy trembled, feeling uncomfortable at the being solid eye eyes, whereas Pinkie Pie looked at him in wonder in a child-like fashion. Rainbow Dash had her jaw dropped, Applejack's eyes widened. Luna, Cadence and Shining Armor gave cautious and unsure looks at the stranger while Celestia looked at him in a calm manner.

Twilight and Spike couldn't help but feel like there was something familiar about him.

"Hey, does he look familiar to you?" Twilight asked her assistant.

"Yeah, he kinda does." Spike replied and Twilight took a step forward.

"Uh, hello. My name is Twilight Sparkle." she introduced herself before asking "Who are you?"

"I'm Spider-Man." he greeted while waving at them "And I think we might need to compare notes." he added.

Author's Note

Alright guys not much has changed in this chapter instead of the holographic computer which I think is pretty cool.

The remaining thing that I need to know before this story ends and you guys get ready for the sequel is should I have Spidey and EG share the same world or have it as another trans-dimensional adventure? If I do it shared world, I might be able to make more stories and introduce other characters easier, but I won't be able to have the different names or skin colorations. If it's trans-dimensional, I will be able to show the differences between the world, but I might have a few problems here and there because it would be difficult for Spidey to be in trans-dimensional situations like the Fantastic Four.

For the next chapter, I'm thinking of the events happening in it are during the same time as this one.