My Little Spider

by Ponyguy1001

Rating: teen
Tags: Comedy, Other, Adventure, Queen Chrysalis, Princess Celestia, Crossover, Human, Main 6, Princess Luna, My Little Pony: Friendship is Magic
Length: 11345

Your friendly neighborhood Spider-Man gets transported to Equestria and gains assistance from the a group of ponies to take on a evil queen and a lunatic goblin

The Green Goblin has transported himself to Equestria. Spider-Man will have to travel to another world to stop his enemy, but he will also meet with a group of ponies that will give their help in stopping the maniacal green grin. But things escalate when the maniacal green grin meets one of Equestria's most dangerous adversaries.

Note: Title and Story have been rewritten after some thoughts

Published 2018-07-09 02:50:06 UTC
Last updated 2018-08-02 03:50:07 UTC

Opening

Inside a dimly lit lab, a man was working on a machine that appeared to be in the form of an arc standing approximately 8 feet tall.

"Just a few more calibrations." he said in a sinister tone as he was tipping keys on a computer that was linked to the machine. He finished his tipping and then pushed a button, causing the machine to power up and activate, creating a purple-ish swirling vortex.

"There." the mystery man said as shadowed lips began curling into a grin.

It was early morning in Equestria and the sun has just risen, spreading its light throughout the land. Inside of Canterlot Castle, Princess Celestia was walking in the hall, ready to start her duties.

She was continuing her walk, she spotted her younger sister, Princess Luna, who show signs of tiredness.

"Good morning, sister." Celestia greeted her younger sibling who simply yawned in fatigue.

"Morning." she replied feeling exhausted due to having stayed up all night. While Princess Luna works during the night, Princess Celestia handled the day.

"So how was your night?" Celestia asked in a teasing tone to her sister.

"Don't start." Luna replied glaring at her older sibling before adding with a sly look "Thought there was an interesting dream with a "tall station" that had "icy blue eyes" and "a magnificent raven black mane"."

Hearing this made Celestia's cheeks blush in embarrassment "What?! I-Uh-It's just that-" she stuttered before stopping and have a thought coming to mind. She looked at her sister with a suspicious look "You have been spying on my dreams again, have you?" she accused her little sister.

"Maybe." Luna replied innocently, thought it did not change the glare from her sister. It wasn't too long before the two alicorn siblings started laughing before Luna yawned again "I will get something and then go to bed." she said sleepy as she began walking towards the kitchen.

It was then when they heard a loud booming sound, almost sounding like thunder "What in Equestria?!" Celestia spoke in confusion.

She then saw three unicorn royal guards galloping towards them "Your highness'!" one of them spoke.

"What is it?" Princess Celestia asked.

"There has been a disturbance in the garden. We don't have any idea what could've caused it." he explained.

The princess of the sun simply gave a determined look and spoke to the guards "I'll accompany you on handling this manner." she told them before departing for the garden, followed by the guards. Luns was left alone and groaned in annoyance.

"I just desire to sleep. Is that too much to ask?" she asked as she followed her sister and the guards.

In the Garden, the princesses were walking up to the origin of the disturbance. When they looked in front of them they saw an unknown figure inside a cloud of smoke.

"Who's there?" Princess Celestia demanded.

"Well this is certainly a interesting development." the figure said in a dark tone. The smoke started to clear and it revealed the intruders appearance.

He was wearing a sort of purple armor over his chest that covered his shoulders and neck, the parts of his body that didn't have purple armor showed green skin and he appeared to be wearing a purple loincloth. He had purple boots and it didn't cover the thighs. He had purple gauntlets that had claw-like fingers. His face was green and terrifying with the pointy nose and ears as well as the fangs in his mouth, along with the red irises (the part with the color of the eye) and yellow sclera (the white of the eye). He was wearing a purple hat with a tail that extended to his mid back and pull down sides. He also appeared to have a satchel bag strapped on him and a utility belt that had three pouches on each side and a pumpkin face belt buckle.

"Who or what are you?" Princess Luna asked the individual, feeling a little afraid at the site of him.

"Oh, where are my manners." he muttered to himself "I am The Green Goblin." he introduced himself as he bowed to them.

Celestia looked at the individual and couldn't help but feel a sort of dark presence coming out of him. She decided to handle this matter carefully "Could you please explain what is your occupation?" she asked suspiciously with a raised eyebrow.

"Why, certainly." he said reaching inside his satchel bag and pulled out a pumpkin like sphere "Here, a little present of mine." he said tossing it littly to the ground.

It rolled to the Princesses' hoof with the face staring at them. The eyes and mouth began blinking in green light and a beeping noise could be heard. Princess Celestia's eye shot wide open upon realising what it was

"Look out!" she yelled out as she, her sister and the guards back away quickly enough to just be caught in the shockwave of the explosion.

The Princesses looked up to see that Goblin has become hairourn with the aid of a black and dark grey bat-shape glider that a small repulsor engine under each wing, the head had a pointy mouth with yellow eyes and an afterburner at the rear. He was clinging to it thanks to what appeared to be clamps.

He laughed maniacally "HAHAHAHA! Oh, the looks on your faces: Priceless." he said before laughing again and throwing more pumpkin bombs at the ponies. The unicorn guards were using their magic to form shields, to protect themselves. The Peguasi guards where dodging the incoming electrical attacks of Goblin as he threw at them bladed pumpkin disks called "razor bats". In retaliation, the princesses fired magical blast at their enemy, but he managed to swiftly avoid them.

Luna flew up straight up at Goblin and tackled him, sending the two spinning a few feet.

"Not bad, but I've seen better." he commented before electrocuting her with his gauntlets, causing the younger sister to scream in pain.

"No!" Celestia cried as she witnessed her sister getting electrocuted and then punched towards the ground. As Luna was falling, Celestia used her magic to catch her and levitated her little sister near her "Luna, are alright?" she asked kneeling to the ground only to find that her sister was now unconscious.

Goblin was laughing at the scene "Well, it's been a real blast and all, but I have places to go, things to do and plans to accomplish." he told the princess, earning an enraged glare from her. He then pulled out another pumpkin bomb "Here a little present of mine." he said as he dropped it and it neared the princesses beeping. Celestia quickly used her wing to protect her sister and used her magic to create a dome shield to protect from the explosion. The bomb started beeping, but it started to stop and become inactive. Seeing this, Celestia dropped her shield and saw the Goblin flying away.

"Your highness! Are you all right?" one of the guards asked as he walked up to her.

"I'm fine." she assured getting up "Take Princess Luna to her room and make sure that she has no injuries." she instructed them, feeling worried for her sister's state.

"Yes, but what about you?" the stallion guard asked.

"I'll be alright, I must contact Princess Twilight Sparkle and warn her of this latest predicament." she told the guard who nodded as he and others levitated Luna and carried her off to her room. Celestia was left alone as she made way to her room, she was feeling worried for the sister's state as well as what this "Green Goblin" could do to Equestria. She silently prayed for something amazing to happen.

On a first person view on the skyscraper rooftops of Manhattan, the person was running towards the edge of the building and then jump clear over the street, seeing the busy traffic, he landed on the nest building, ducking under some pipes. He then jumped and spinned himself upside-down to crawl under the metal roof before spinned back and landed on the ground. He continued running to a wall and jumped, sticking to it. He began crawling up the wall then made his way to another side of the building and glanced at the street bellow. He landed on the rooftop of another building that is connected, ran to the edge of the roof, scaring a few pigeons in the process and jumped off the building, engaging into a free fall while looking at the street. He looked up and shot what appeared to be a web line, swung from it before let go and sticking to the surface of a reflective building, that showed a red and blue clad individual with large white eyes and a black spider on the chest.

A FIMfiction story
Using characters that belong to Hasbro and Marvel

Cutie marks of mane six circling around the title logo. A series of webs latches on each letter and they get pulled away, with one of them being pulled towards the screen.

My Little
Spider

Author's Note

So yes, I have rewritten the story with some modifications. One, Peter will not be a student at Horizon High since I don't know enough young smart characters to be in the story and go to the school. So instead I'll go with Midtown because it's more classic to the comics, it will be easier for the relationship between the character and it will be interesting on where and how Peter upgrades his equipment. I have kept a few things in the author's notes and added a few.

To make a few things clear, I have and going to base the appearance of the Marvel characters off the cartoons with some slight alterations on my part to better fit the story. Peter's physic is similar to the 2017 tv series, Spectacular Spider-Man and Ultimate Spider-Man comics, given the fact that he is a 15 year old teenager during this story and the ones soon to come.

Now I have given Goblin a new design that incorporates the old and the new, like the satchel from the old comics and the utility belt from the Spectacular series.

Now the events of this story are taking place during season 4. I have given it a long thought and if I start here I will be able to do more stories.

I have also been thinking voices playing the Marvel characters. There have been a lot of different incarnations in media and a lot of voice actor to play them that it's hard to choose. I won't have a hard time for all Marvel characters of course, for the moment it's mainly Spider-Man and the Green Goblin since they are the main ones in this story. So if any of you guys got any ideas, let me know. It can be someone who already voiced them or someone you would like to voice them, just please make it fit the characters.

A Meeting of Two Worlds

Early morning in New York City, Peter Parker aka Spider-Man was swinging in the concrete canyons of the city, performing acrobatic feats that would be impossible for normal human being to perform.

He was currently wearing his Spider-suit, which was a red and blue bodysuit with a red full face mask that had white eye lense with bold black outlines, a red belt that was connected to the red mid-section of the suit, red gloves that had the red wrist-mounted web-shooters and boothst hat each had a red sole under them. From the waist up, the back, sides and underside of the upper arms are blue, and there is also blue between the waist down and the booths. There is a black web pattern on the red parts with the center of the web being on the top side of the nose, a small black spider emblem on the chest and a large red one on the back; the small black one on the chest has a round head and oval body with four legs pointing up and four legs pointing down and the red one on the back was circular with small legs pointing down.

He landed on the edge of a building, with the city reflecting in the lenses of the mask. He then then heard an alarm "Alright, time to start the day." he said before making jumping off the edge and swinging towards the origin of the alarm. At the location, a group of masked armed men just robbed a bank and were making a get away in a large grey van. Seeing this Peter began swinging towards the runaway vehicule "Something tells me that his shaping up to be one of those days." he muttered to himself.

As the vehicle was speeding away the robbers in the back were counting the stolen money "Ha ha, we scored it big time boys!" one cheered.

"Don't celebrate just yet, Marc." the driver warned him "We have to get to the hideout before the cops get us." he said.

"Or worst, Spider-Man." another one added only for the said hero to appear in front of the windshield, taking the crooks by surprise.

"I knew red and blue would make me memorable ." he quipped. Spidey twisted his body to positioned himself on the hood of the van "Alright, so I was thinking: You guys should fasten your seatbelts" he said the thugs before turning to the driver "and you should pullover." he said in serious tone.

"Okay, yeah, right, sure." the driver replied nervously just as the criminal in the passenger seat pulled out a pistol.

"No way! Keep driving!" he ordered the driver as he got his upper body out the window and tried to shoot the costume hero. Unfortunately for the shooter, Spidey dodges the bullet by jumping to top on the van, pulled the gunman out of his seat and webbed him to the side of the truck "Here, enjoy the ride." the young hero said as he put himself back on the roof of the car leaving the man screaming in terror.

As for the driver, he was trying to shake Spidey off and made a sharp turn. All of the sudden, everything seemed to slow down as Peter looked to where the vehicle was heading "Uh oh, if I'm right about this, at this speed, I won't have enough time to get everyone in the two block radius out of danger." he thought as he glanced at those that were in the danger zone "That includes the lady on the corner, the mother and kid crossing the street, and the skateboarders heading for the-" that's when got an idea.

He quickly positioned himself over the driver and punched a hole through the roof, grabbing the steering wheel "Sorry, guys! But I'm taking control of this set of wheels!" he told them as he steered the van toward to the skateboarding park. They entered it by ramming the fence "Excuse me! Coming through!" he yelled while still on the truck.

They came close to a ramp, seeing his opportunity, Peter let go of the wheel, shot a web line at the bottom of the wheel and pulled on it, making the van do a sharp turn on the ramp, sending it on a screwdriving mid-air twist . Using his short air time, Spidey position himself at the middle of the van. It continued to twist until it appeared as it was going to land on it's back. Fortunately, Spidey readied himself by landing on the ground while lifting the vehicle over his head. The upside down stop made the criminals hit the roof of the truck and they groaned in pain of the impact. Spidey put the van down, ripped the back doors in to capture the criminals i the back and grabbed the driver.

In the end, The criminals were all tided up near the one webbed to the van, who was now upside down due to the van being upside down.

"Alright, guys, not that this wasn't fun, but-" he said before getting cut off.

"Freeze!" Peter turned around to see cops aiming their guns at him "You're under arrest!"

"What did I do?!" Peter asked.

"For interference with police work and vigilantism. Now take off the man, lay on the ground and hands on your head." one of the officers ordered.

Peter knew that since he started, the police had orders to arrest him and bring him in for questioning since despite his heroic actions, he is considered a vigilante due to him wearing a mask. And according to the law, that makes him a criminal.

It was then the police radio activated "Come in any available officer currently in Brooklyn, please report to the Domino Sugar Refinery. Reports of a disturbance happening in the 10 block radius of the abandoned building." the voice said.

"Sorry officers," Peter said before backflipping on top of the van "but place to go, things to do and bad guys to web up." he jumped in the air and shot a web line "We'll pick this up next time!" he told then as he started swinging towards his next destination.

In Equestria, inside the tree library in Ponyville, Twilight Sparkle was standing in the middle of the room "Alright, let's do this." she said in a determined tone "Reshelving day!" he exclaimed excitedly as she used her magic to levitate every book off their selves "Ok, let's see." she said as she began to look over some books and putting them on different shelves "This one goes here, that one goes there, there, there, here."

She suddenly heard a burping sound and then saw Spike entering the room carrying a parchment "Twilight! Message from Princess Celestia!" he said. Twilight levitated the letter up to her to read it and dropped all the books as Spike asked "What does it say?"

"It says that a situation happened in Canterlot earlier this morning and that Princess Luna is injured." she said.

"Oh, no!" the young dragon replied in worry with his claws on his head.

"Princess Celestia just requested that I go to Canterlot immediately. Cadence is going to meet me there." she said as she began walking to the door and looked at Spike as she opened it "I have to go to Canterlot." she said.

"Hi, Twilight!" a familiar pinkie pony blurted out making the purple alicorn yelp seeing her friends standing in front of her.

"Twilight, darling, forgive us for overhearing, but we heard something about your presence being needed in Canterlot?" Rarity inquired.

"Well, actually..." Twilight began, not knowing the right words to say until Spike spoke up.

"Princess Luna has been hurt!" he yelled out then cover his mouth with his claws as he received an annoyed look from Twilight and the rest of the mane 6 gasped in shock.

"Oh, my goodness. Is she okay?" Fluttershy asked nervously.

"She's fine, just unconscious, but Princess Celestia requested that Princess Cadence and I go to Canterlot to meet with her." the purple pony answered.

"Woah, woah, woah, you mean, go to Canterlot where Princess Luna has been attacked?" Rainbow Dash asked her.

"Uh, yes."

"Well, if you're going, so are we!" the rainbow mane pegasus declared.

"Sorry, but it's a princess only situation." Twilight replied to her.

"What!?" Rainbow asked as Applejack spoke.

"Twilight, you can't be serious. Princess Luna is hurt, you can't just go to Canterlot on your own." the farm pony said.

"I'm sorry, I wish you could come, but this is an order from Celestia." Twilight said earning a sadden look from her friends.

"We understand, darling. After all, your responsibilities as a Princess comes first." Rarity said, although it was clear that she was sadden by this.

Twilight walked to get a little space between her and the group "I'll be back as soon as I can." she told then as she spread out her wings and took off towards Canterlot while her friends watched.

Meanwhile, Peter arrived at the abandoned theater and entered it via an open window. He made his way through the middle of the scene and saw a lab with the arc-like machine. He began to inspect the are until he found a razorbat.

"Goblin. He was here." he muttered and looked at the machine before adding "But why?"

"That's what I would like to know." a voice came from behind the young hero. Peter turned around to look the director of SHIELD himself, Nick Fury. The leader of the anti-terrorist/espionage organisation was wearing his traditional outfit composed of a black shirt, black pants that had a holster strapped on the side, black boots and black leather trench coat.

"Nick Fury. What brings you here?" the teenage hero asked the super spy.

"That's classified, so should leave now." the african-american man replied.

"Well I know who might be behind all this so if we compare note it might be easier to stop him." Spidey shot back, earning a stern look from Fury's lone right eye, since his left eye was covered by a black eyepatch.

Fury sighed before speaking "SHIELD detected a dimensional energy signal in here. It was faint, so we thought it was just a glitch in glitch. That is until we intercepted a call that proven the contrary." he explained as other agents appeared and began investigating the area.

"Uh, I just got it from the police radio when they tried to arrest me, saying about a disturbance." Peter replied.

"Cops tried to arrest you again?" the director asked sounding not surprised since it's basically a normal thing for the kid.

"Yeah, I need to get a comm system so I don't have to cut so close at behind caught when I'm searching for bad guys." Peter said.

"You should." Fury agreed before he looked closer to the teen's suit "New suit?" he inquired.

"Oh, yeah. After my first one got pretty banged up I made a new one. What do you think?" he asked as he showed it off.

"Not bad." he nodded "Far more practical than with those "web-pits" you used to have." he added.

"I thought they looked cool at the time. Until they constantly got torn every time I was dodging bullets and they were a real pain to fix." Peter replied, rubbing the back of his neck.

An agent in a business suit came up to him "Director Fury, Mister Stark and Captain Rogers just arrived." he said.

"Thanks, Coulson. Take agent Quartermaine to handle the situation outside and secure the perimeter. Tell the cops SHIELD is taking charge here." he told the agent.

"Yes, sir." he replied leaving.

"Mister Stark and Captain America are here?" Peter asked in a low, fanboy voice.

"Focus, kid." Fury told him, bringing him back to reality "You said you know who might be behind this?" the adult asked.

"Oh, right." Peter responded. He showed the razorbat to Nick.

"A bladed boomerang with a pumpkin on it." a voice said "Not something you see everyday."

Peter looked to see Tony Stark in his red and gold Iron Man armor, carrying a case of some sort, and Captain America in his uniform with his shield on his back.

"Stark, Rogers." Fury greeted the two.

"Fury" Stark said opening his face plate to reveal his face. He then noticed Peter "Oh, hey, kid. What are you doing here?" he asked the teenager.

"Uh, h-h-hi, hi, Mister Stark, hi." he stuttered to the billionaire before turning to the super soldier "C-C-Cap." he saluted.

"Hi." the soldier replied, slightly confused.

"Enough with the 'hi' already." Stark told them "Again, what are you doing here?"

"Oh, uh, yeah. I was getting arrested by cops, I heard on the radio of one of their cars about what was going on and then I come here." the teenager explained.

"Oh, okay."

Nick cleared his throat to get the attention of the three heroes "If were done wasting time. The kid might have an idea on who's behind all this." the director said.

"Really?" Cap asked the young hero.

"Uh, yes, sir. The guy's called The Green Goblin. Think of him as your class-A homicidal wacko that has a flying glider, grenades, electric gloves and, as Mister Stark said, bladed boomerangs, which are actually called razorbats. Oh, and he is dressed like a goblin too. Long hat, green color, pumpkin bombs, the whole thing." Peter explained to his idols who were listening.

"Alright, so we are dealing with a heavily armed maniac that likes to think that every day is Halloween. But instead of trick-or-treating, he flies around throwing explosive pumpkins. Talk about issues." Iron Man said.

"And now, we got that nutcase running in another world that's who knows where." Fury stated "I hope you got something in that case that's going to be useful, Stark." he said pointing at the said case the armored Avenger is carrying.

"And right you are, Nicky." Tony confirmed as he walked to a table, put the case on it and opened it. The inside revealed a wrist mounted-like device.

"Is that a wrist rack?" Peter asked in awe.

"A Stark Tech wrist rack." the armored clad genius clarified "With that I'll be able to communicate with you when I'm on the other side via this tablet." Stark explained as he showed the said tablet.

"Wait. You are going?" Rogers asked his teammate.

"Sure. I got the brains to do it and I'll out-class that goblin screwloose without a sweat." the genius playboy answered with a cocky tone.

"And make a scene while doing so." Nick sternly added "The last thing we need is to cause a scene."

"So what? Your gonna send Spangles here after a guy that uses tech?" Iron Man asked while pointing his thumb at the, currently glaring, american idol.

"At least he will try to do it without driving too much attention to himself." the spy replied.

"I could go." Spidey suggested, making the three adults look at him with raised eyebrows "What? I know Goblin better than any of you, I know his tactics and arsenal. I can do this." he explained before adding "Plus it will give me more experience with trans-dimensional situations."

The three looked at the teen silent for a moment before Tony spoke up "He's actually making pretty decent argument."

"Are you serious?" Captain America asked.

"Does this mean I can go?" Peter asked hopefully.

"No/Yes." Cap and Stark answered respectively, making the poor teenager confused.

"So, is that a no or a yes?" he asked again.

"That's a no." Nick answered looking at him "Look, I know you're excited at the idea of going to another world, but this is a serious situation. I can't have a teenager in pyjamas running around and handling it." the spy told him.

"Aww, come on. I can be super stealthy, you know. I promise I won't cause any unnecessary attention to myself." he told the director before turning to the two Avengers "Beside you two once told me that I need more experience before I become an Avenger. What better way to gain experience than chasing down one of my own rogues in another dimension?" he asked "Please, I know I can handle this." he added.

The three adult just looked at each other before Fury motioned "Huddle." he told the two and walked a few meters away from Peter "I still say no." he clarified.

"He did make a good point about us telling him he needs experience. And a situation like that does count as an opportunity to gain experience." Stark noted.

"Are you serious? This isn't a trip to Coney Island or the food market, if he screws things up he's done for." Cap stated.

"True, but you how stubborn he can be sometimes." Nick reminded him.

"Got that right. Besides, Steve, did young any of us take no for an answer?" Tony asked, trying to prove his point.

"I still say it's a bad idea, Tony. There's a reason we don't want him to go after threats that are too big for him." Steve sternly told his friend.

"Yeah, because you don't want the kid to show his stuff. Tell you what, one of us take him with us to keep an eye on him." the billionaire suggested.

"Alright. At least we'll stop wasting time." the soldier agreed.

"I think the kid already had his mind made." Nick said looking at Spidey that entered the already powered up machine wearing the tech-gauntlet around his forearm, positioned so it doesn't cover his web-shooter.

"I'll call when I get there." he manged to say before he vanished.

The three men looked for a few seconds in silence until Tony spoke to Fury "You're gonna yell at him when he gets back, are you?"

"Yup."

Peter was traveling a wormhole and saw a bright line at the end. He placed his forearms in front of him, bracing from impact. However, instead of hitting the ground he opened his eyes and saw that he was falling from the air.

"AAAAHHHH!" he yelled as he was falling. He then spotted a tall tower and shot a web line at it, pulling himself toward it and shot a second line to same tower to swinging himself around and lose some momentum. He then stuck to the side of one tower to catch his breath "Okay, definitely not doing that again."

"Halt!" Peter heard a voice coming from behind. He looked to see a three pegasie guards with two of them aiming spears at him.

"Stay where you are!" one of them ordered.

Peter was silent for a moment before speaking "Talking horses with wings. Well that's an unexpected new one." he said.

"Silence!" one of them shouted, pointing his spear at the wall-crawler.

"Woah, woah, woah, Time out." he said twisting around to look straight at the pegasie "There's has to be a peaceful way to settle this, guys." Spidey tried reasoning with him.

"If you want to result this in a peaceful way then you shall stand down immediately and take off your mask." the one without a spear ordered.

"What? No! You don't understand." Peter replied.

"Three."

"I'm a good guy, I'm here to help!"

"Two."

"You're not listening to me!"

"One!"

"NYARGH!!" Peter reactively yeld as he jumped over the hovering pegasus ponies, twisted his body, shot two web lines at the spearless pegasus legs and torso, causing him to flap harder to the sudden weight, and swing into an opened window feet first.

The guard recuperated and entered the window only to find an empty room. He turned to the two other "Activate the alarm, we have an intruder in the castle." he ordered and the two pegasie outside nodded before flying away while the one leading existed the room, believing that is the way Peter escaped.

Unknown to anyone, the young hero hid himself behind the curtains "Oh, this is not good." he muttered to himself quietly before activating his comm "Nick? Iron Man? Anyone there?" he asked only to receive ear piercing static, making him deactivate his comm "Of course the comms busted. The trip to the portal must have caused some interference. This is really bad, 'cause I could really use some help right." he silently told himself as he approached the door and couldn't help but wonder to himself "Wonder what Goblin's doing right now." he thought.

Inside of a cave, Queen Chrysalis and two of her Changeling guards were patrolling the edges of Equestria.

"Nothing to report, your majesty." one of the guards notified her.

"I can see that." she told him in an annoyed tone before landing and her two subjects followed her "If it wasn't for those princesses and that insufferable Twilight Sparkle, we would be the rulers of Equestria by now and feeding on their love." she said in an angered voice.

"Really?" a voice came, making the three Changeling look towards the origin of it, only to find a figure standing in the shadow "That would be something I would love to see." it said.

The two guards attacked the figure, only to be backed away and fall on the floor with electrical shocks, but they remained conscious.

"You dare attack Queen Chrysalis, queen of the changelings?!" she demanded, charging her horn ready to fight.

"No, I just wanted to tell you that I understand what you are feeling." he said making the queen hold her fire and her horn stopped glowing "To desire something that you believe is your right to have. To have your plans foiled by your enemy after you have worked so hard to reach them. I understand what it's like to lose." he told her.

"Then what is it that you would risk your life by coming to me, stranger?" she asked, feeling that there was something more.

"Allow me to introduce myself properly." he stepping out of the shadow "I am The Green Goblin." he said while bowing to the queen "And I have a proposition for you." he finished with a sinister grin.

Author's Note

I have based the Spider-suit of the one classic one in the PS4 game once I finally got a good look at it. The web-shooters are on the outside (in the same way as in the game and TASM2), there is a red sole under the booths (a close to look detail), but only difference is that the lenses of the mask are not mechanical. I have done my best to describe it, so don't judge me.

And since I am doing it cartoon based, I think that I will make the lenses of the mask squint and widen like in the cartoons. However, if you guys don't want that I won't do it. I also have been thinking of having dramatic backgrounds, like in the Ultimate Spider-Man tv series at certain moments, but if you don't want to I won't.

For the other marvel characters that have appeared, their appearance are based on the ones from their Marvel's Spider-Man appearances, Avengers Assemble and related material, with the exception of Ultimate Spider-Man since it has officially been removed from the cannon continuity .

I haven't fully decided on Peter's physical appearance without the mask yet, That means his hair and eyes since I already stated his physic. His hair will be rown and I was thinking the same cut as in the Ultimate comics, parted in the middle with long bangs. For the eye color, the choices I have in mind are brown (from ultimate comics and Spectacular tv series), hazel (mainstream comics) and green (new 2017 tv series), what do you guys think?

I have also been suggested to have Robbie Daymond as the voice Spider-Man/Peter Parker and Steve Blum as the voice of Green Goblin, which I am taking that officially. If any of you have any ideas for other characters let me know.

Nick Fury voiced by Chi Mcbrde
Iron Man/Tony Stark voiced by Mick Wingert
Captain America/Steve Rogers voiced by Roger Craig Smith
Phil Coulson voiced by Clark Gregg

In the next chapter, Peter meets the princesses and the mane 6.

Note: I have noticed the title of the chapter so I took out he 'V2' since it was considered the second version of this chapter. Apologies for the confusion if there was any.

The Spider and The Ponies

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.

The Goblin and The Changelings

Inside a cave Queen Chrysalis, along with her two guards, were listening to their new potential ally, the who calls himself The Green Goblin. He was currently sitting on a large rock and has already explained that he is from another world and he has come searching for something. What it is exactly, is unknown.

"So, what is it again that you are searching in Equestria?" the changeling ruler asked.

"Just something that little Gobby think would be quite destruc- I mean- beneficial to cause." he said vaguely, causing the queen to look at him suspiciously.

"And what would it be?" she asked.

"Well, that would be my little secret to know and for you to figure it out." he retorted making the evil ruler glare and his grin.

"If I assist you in finding what you are searching, what is in it for me?" he asked, wanting to see if there is a bargain to be done.

"Ooh, trying to make a deal? I like it." he said before continuing "If you help me, I shall help you in where you have failed. Isn't there something that you have failed at solely because there has been a torn in the way?" he asked, suspecting that it must've happened to her.

"Yes." she said begrudgingly through her teeth "I was planning to take over Canterlot during the wedding day of a princess and a captain of the royal guard, by posing as the princess. Unfortunately, a foal named Twilight Sparkle got in the way of my plans. So to make sure wasn't, I turned her family and friends against her, which has worked." she told with an arrogant smile.

"Heh, heh, heh, heh. I like your style." he chided, feeling pleased and impressed.

However, he smug smirk turned into a frown as she continued "But that little filly is far more persistent than I realized. She and the princess escaped my imprisonment and tried to stop me. Unfortunately for them, they were too late, my subjects have already taken over the kingdom and victory was in my grasp." she told with a maniacal grin. But once more, the expression on her face formed a frown "But the princess I captured refused to quit and managed to defeat me with the help of her husband." she finished and an enraged look appeared on her face "I swear, I will make them all pay for what they have done. And once I have them in my clutches, I will drain the love out of everypony that they care about." she said in a sinister tone.

"Now that is cruel!" Goblin called her out on it "I think I'm in love." he said, smiling with his teeth, which was more disgusting and terrifying and addorable.

"Don't flatter yourself, creature." Chrysalis replied, with an unamused look.

"I must say, though, I completely understand you." he told her, receiving an intrigued look from her and the two guards as he got off the rock and began walking around "I also have an enemy that has interfered in my plans. Just like me, he too is 'exceptional'. I have offered him a partnership, so that the both of us could become something greater." he said with his traditional sadistic grin. But the look of excitement in his face soon turned into a glare "However, he foolishly refused my offer and decided to make an enemy out of me. Causing trouble for my business." he explained leaning against a wall of the cave.

He then turned to Chrysalis with a grin "But, I just might have an idea that could aid me in defeating him once and for all. Making him an example for all who dare oppose me." he said and then looked at the changeling queen with interested "Tell you what, you help me find what I am searching for that will lead to the death of my adversary, and I, The Green Goblin, shall assist you with your revenge on those who have thwarted your previous plans." he suggested, extending his hand.

Chrysalis looked at it for a moment, pondering at the idea. She then gives a devilish smile and shakes his hand with her hoof "I agree to this partnership." they ended the hand-hoof shake "I will be far more efficient if we allied ourselves to achieve a common goal." she then made her way to the exit of the cave "I must return to my kingdom" she turned to glance at him "and if you follow us, I can assure you that you will fell a new kind of pain." she warned him and departed with her guards, leaving Goblin by himself.

"That would be terrifying." he noted before getting an unconcerned smirk "If I could feel anything."

Queen Chrysalis and her guards where flying back to the hive and one of the guards spoke "We are not really going to trust this guy, right?" he asked.

"Of course not. He is as insane as a bag of cats." the queen replied.

"But , if we don't trust him, why allie ourselves with him?" the second guard asked.

"Because, whatever he is looking for is valuable enough for him to travel through worlds to get it. Once we have what he wants and he helps us take over Equestria, he will be no longer of any use to us." she explained, making the two guards laugh liking their queen's plan.

Back in Canterlot, Spider-Man and the ponies have settled down around a table and introduced each other. The Princesses have told the guards to stand down once they learned that Peter was not an enemy. He has told them that he was a superhero and, to cover up the fact that he acted against orders, told them that he was sent after The Green Goblin to bring him back and figure out why he travelled to another world. Despite them wanting to know more about him and his world, he told them that he can't since he's supposed to keep a low profile and he already caused a scene with his stunt earlier.

"And that pretty much sums it all up." he finished his tale "Any questions?" he asked.

"Yes." Princess Luna raided her hoof "How old are you?" she asked.

"Uh, 22." he answered in a deeper voice received a raised eyebrow from each of them, indicating that the were not buying it. He then hanged his head and sighed "15" he admitted in his normal voice.

"Seriously?" Shining armor asked and Cadence continued

"Aren't you're a little bit young be a superhero?" she asked the young hero.

"Well, I'm not exactly old enough to have my driver's license yet. So... Yes, yes I am." he responded, making them look at him with surprised looks.

An awkward silence fell in the room and Twilight broke it.

"Sooo, you are here to help?" She asked with nervous smile.

Spidey blinked, snapping out of it "Oh, yeah. I’m here to find Goblin, figure out why he would come here and bring him back to my home." Peter replied.

"Well, if that is your mission, we will help you in capturing him." Celestia told the young hero with a smile.

"Yeah! With our help, that Goblin guy will wish he never out of bed in the morning." Rainbow said in excitement as the others cheered in excitement.

"Sorry to ruin your enthusiasm, but I rather do this on my own." Peter told them, causing them shoot their eyes open at what he just said.

"What?! Why not?" Rainbow asked, flying right up to Peter's masked face.

"One:" he pushed Rainbow away before continuing "You don't know Goblin, which means that you don't know what he can do. Two: This is my enemy, not yours. I don't want any of you to get in danger just to take care of my problems. And Three: No offence, but I don't think that you guys might be qualified to handle this." he told them bluntly earning angry glares from everyone in the room, in Fluttershy's case a sadden look.

"How was that not offensive?" Applejack asked rhetorically.

"You think we can't handle your foe?" Luna demanded.

"Well-" Peter tried to speak up, but got cut by Princess Luna.

"I was tired at the time." she clarified "The next time I face him I will be at full strength."

Peter blinked at this "I was going to say that you guys don't exactly seem like the type to handle things quietly." he simply said.

"What are you talking about?" Twilight asked "We can handle things quietly."

"Really?" he asked skeptically crossing his arms.

"You doubts our abilities to handle threats discreetly?" Luna asked raising a brow, indicating that Peter should choose his words wisely.

"No, as a matter of fact those giant stained glass windows picturing you as heroes are the perfect example to show your ability to not make a scene." the web-head replied.

They just silently looked at him blankly and blinked at what he just said before Spike broke the silence "He's got us there."

"Alright, so there are stained glass of us." Applejack admitted.

"Beautiful ones, I might add and Twilight has one to herself." Rarity put in, causing the said pony to blush in embarrassment.

"Anyway, just because we have stained glass windows doesn't mean that we won't be able to handle this." she assured.

"Look, you don't understand. Goblin is not an ordinary bed guy, he's dangerous and I don't want any of you getting into this." he told them, fearing for their safety. It was then Fluttershy spoke up.

"Um, maybe we should let him deal with it. You know, just to be safe." the yellow pegasus suggested.

"No way!" Rainbow Dash declared "We can't pass up the chance of teaming up with an actual superhero. This is going to be so awesome! I can't wait to tell it to everyone I know and even those I don't." she said in excitement.

"I just said that no one must know about this. Complete stealth mode." Spidey told her "And I'm telling you, Goblin is dangerous and he will wipe you out when he gets the chance."

"No worries, we're professionals. We deal with this kind of stuff all the time." she bragged with a cocky look.

"Really?" Pinkie Pie asked "I thought that what we do all the time is go on adventures or deal with a problem that usually ends up with at least one of learn something about friendship." she finished with an innocent look.

Everyone looked at Spidey, who was giving them a skeptical look and Rainbow Dash chuckled sheepishly "Ok, well, not like "all the time", but we still did it before." she clarified.

Spider just shook his head and sighed before speaking "Look, I know you want to team-up and I have nothing against that. But I was told to not attract any attention to myself and it will work better if I go solo on this."

"Spider-Man" Celestia spoke "While I respect your decision to do this on your own, you must understand that this land is vast, you have no knowledge of it and your enemy could be anywhere." she told him. Peter thought on it and had to agree on what she was saying, he knows nothing about this world and Goblin could be anywhere "So maybe the idea of accepting our help could be useful for you in this situation." she concluded.

"Ok, we can team up." he said, causing the mane 6, especially Rainbow and Pinkie, to cheer "But this still needs to be handled quietly, I don't want to attract unnecessary attention to me. The castle incident was a too close call." he told them.

"Very well." Twilight agreed before getting an idea "And it might be better to go to Ponyville. That way you'll attract less attention and we will be able to help you find this Green Goblin." she explained.

"Sounds like a plan to me, Twi." Applejack approved with the others agreeing as well.

"Shining Armor and I will head back to the Crystal Empire in case this Goblin strikes there." Cadence said before turning to her said husband scowling at him "And then you and I are going to have a little talk about all this." she told him.

"I said I was sorry and I was only trying to look out for you." he defended himself as the two left the room.

"And I understand that, but just to make things clear if you ever do that a second time, you're in for it." she replied.

"Alright, alright." he said as they got out of hear shot and Pinkie Pie spoke up.

"We should go now too, we can get the next train to Ponyville if we hurry up." she said.

"I don't think it's a good idea, Pinkie. Spidey did say not to attract unneeded attention." Applejack reminded her pink friend.

"Indeed, and for someone of his appearance and wearing this outfit, he is bound to get spotted in the broad daylight." Rarity concurred.

"Did you just insulted my suit?" Peter asked feeling offended.

"Oh, no. I haven't, I was just pointing out that it will attract attention." she explained before asking "I just found it intriguing, who made it?"

"I did." the young hero answered.

"You did? What kind of fabric did you use?" she asked until Rainbow butted in.

"Enough about the suit. Let's just go." she said, losing her patience.

Deciding not to push it Peter agreed "Alright. You guys go ahead. I'll catch up once it's night time." he told them.

"I'll guide him towards the train station." Luna volunteered.

"And one of us will meet him there." Twilight added.

"Sounds good to me." Peter said.

The Mane 6 where making their way towards the exit of the castle, each with there own thoughts on Spidey.

"A real life superhero. I can't believe it!" Spike cheered.

"I know, now things are about to be even more awesome. And with me by his side, I'm sure he's bound to be 20% cooler." she said.

"And I can't wait to go on all those life threatening experiences with him around." Pinkie added.

"Quiet down you three. This is a serious matter." Twilight brought them back to reality "Spider-Man just said that he doesn't want any unnecessary attention and that this Goblin guy is trouble." she explained to them, receiving a discreet eye roll from Rainbow, who didn't really see the problem with one guy since they faced off against bigger dangers.

"I agree with Twi on that one. The sooner we get this done the better." Applejack agreed.

"I hope it gets done quickly too. I really don't want to have to see that goblin." Fluttershy added feeling scared.

Back at the throne room Peter was just looking at Canterlot through one of the windows, thinking about the situation happening and thinking about a certain someone.

"Ok, Gobin. What is so valuable in this world that you crossed dimensions for it?" he asked, feeling as it's a million dollar question.

Author's Note

Hey, guys, now in case you may not have noticed, I have change my title and rewritten my story. I know you might be annoyed, but I did this to fit in better for the characters and the continuing sequels. You might need to start back at the first chapter to get a better understanding of this slightly altered new one.

In the next chapter, Spidey goes into ninja mode.