The group was in route to Ponyville, Spidey finished telling them his origin, although he didn't go in all the details as there were some things he would prefer to keep secret, such as his secret identity and the fact that he's a teenager. The girls payed back by telling him about their own world with adventures they had since Twilight first arrived in Ponyville and Peter compared things to what he's faced since he first started out.

"Wow, you all had your fair share of crazy stuff. And I know what I'm talking about when I say "crazy stuff." he said as he walked beside them.

"It surprises me the variety of enemies you faced." Twilight replied "I mean, we faced a lot of enemies, but you seem to fight one like every sunday or so." she said.

"Yeah, if twelve year old me knew I was going to become a superhero one day that gets in this kind of stuff, he'd be pretty excited."

"So you have spider powers from a spider bite?" Applejack asked, still having a hard time wrapping her head around that notion.

"Like I said, it was exposed to severe amounts of radiation when it got too close to the machine they were demonstrating the day I went there." he explained.

"Is the spider okay?" Fluttershy asked concerned for it's life.

"Yeah, I want to get bitten too!" Rainbow Dash exclaimed in excitement.

"Me three!" Pinkie Pie cheered "Unless it hurt."

"Whatever, even if it did hurt, I'll let it bite." the rainbow maned pegasus said confidently before getting an unsure look on her face "Maybe." she added before asking "How much did it hurt?"

"Spider's dead, Rainbow." Peter stated in an annoyed tone.

"And that bite gave you the proportional abilities of a spider?" Twilight asked before numerating "Super strength, speed and wall crawling?"

"Among a few other things." Spidey said.

"Like the webs?"

"Actually I made those myself." he clarified.

"Really?" she asked curiously.

"Yeah," he pulled back his glove to reveal his red web-shooters "I make web-fluid that I store in small pressurised cartridges that load in my web-shooter. Each shooter has a pressure sensitive electrode located at the palm of my hand, so that they don't accidentally go off when I make a fist or grab something." he explained and heard Rainbow Dash snickering.

"Great, now we got two eggheads as friends." Rainbow Dash said to Applejack and Pinkie Pie, causing the two to snicker with her.

"And fun fact: my webbing can last up to an hour until it dissolves." the web-slinger stated before adding "And I wouldn't mind a little target practice to improve my skills." hearing this caused the three to stop immediately, making Twilight, Rarity and Fluttershy snicker at their sudden silence.

"I'm impressed you put your web-shooters and utility belt under your suit." Twilight noted.

"You must be very smart to make that." Fluttershy said.

"I do know my way around it." he humbly replied

"Pardon me, Spider-Man," Rarity began "but where exactly did you get your outfit?" she ask in curiosity.

"I also made it myself, actually." he told her before going further into details "When I first started out, I used a cheap hoodie, sweatpants and other stuff I could use. After a two weeks of wearing the sweats, I decided to give my suit an upgrade. I designed this one mostly based on form fitting bodysuits athletes wear to maximize their movement while reducing air resistance. The full face mask naturally masks my voice and the lenses protect my eyes from the sun and dirt." he explained.

"Well, I must say the design is rather intriguing and there is room for improvement at a few places." Rarity pointed out before smiling and giving a nod of approval "But, nonetheless, you did a splendid job on it."

"Thanks. As a matter of fact this is my V1 suit. I had a prototype that was red and black instead. It also had different spider logos on the front and back as well as underarm webbing that extended from my elbows to my waist." he added

"Why did you change suits then?" Applejack asked.

"Turned out red and black doesn't really show the "heroic" thing I was going for and the underarm webbing always got torn up whenever I would dodge bullets. Plus they almost got me killed one time when one of my enemies pinned me to a wall with them." he told them before adding "Looking cool isn't really helpful if it almost gets you killed."

"Where here." Pinkie Pie cheered.

Peter looked with wide lenses to see Ponyville with the inhabitants going on with their day "Nice town." he complimented.

"Like no other place in Equestria." Applejack stated proudly "As a matter of fact, my family founded the town." she told the web-slinger.

"Really?" he asked before adding his thought "Well, industries are usually part of the core of a town." he rationalized "Still, are you sure it's a good idea for me just to walk into town like it's nothing?" he asked, still no feeling too sure about it.

"Don't worry, with everything that Ponyville has faced, I'm sure there is nothing for you to worry about." Twilight assured.

The next shot, was that of Spidey's face as he was walking in Ponyville "Yeah, nothing to worry about except everyone looking at me like I came straight out of a science-fiction movie." he pointed out as he was walking past the ponies that were looking at him.

"Don't worry about them." Twilight comforted him "They just never saw anything like you before." she explained.

"I'm sure once they get know you, they will be very happy to have a superhero visiting Ponyville." Fluttershy said to him.

"People not bothered or hating me? That would be a nice change of pace." he commented, remembering that back in his city is not very liked by a majority of the populace.

"Hating you? Who said anything about hating you?" Twilight asked.

"Sorry. Force of habit." he vaguely answered, not wanting to tell them that he is considered a criminal in his city.

Before the group could go further into it, a voice came in "Good day to you, girls." they turned to see Mayor Mare walk towards them.

"Hello, Mayor Mare." Twilight greeted.

"I see we have a new comer in Ponyville." he took noticed to the red and blue clad teenager, shyly rubbed his neck as he was uncomfortable at this point. Which didn't help when a peculiar pink pony rambled on.

"That's right. Mayor Mare this is Spider-Man" Twilight said.

"Pleasure to meet you." she said extending her hoof.

"Likewise, ma'am. Nice town you have." the web-slinger replied while shaking her hoof.

"So what brings you to Ponyville?" she asked to the young hero. He was about to answered, but was cut off by Pinkie Pie.

"He's from another world and he came to Equestria when he the machine one of his enemies created a portal and brought both of them here. Now where going to find that big meanie and get both him and Spidey back to their world without having to handle a major crisis that can put the fate of Equestria in jeopardy." she explained in one breath before smiling with a squee.

This came to the mayor as a surprise as her eyes where hidden at what she just heard.

Spidey then leaned towards Twilight "Is she always like that?" he asked.

"Yes, yes she is. You get used to it." the purple alicorn answered.

"Am I to assume that you will be handling before anything bad happens?" the gray maned mare asked.

"We will. No need to worry." Rainbow Dash smugly answered.

"Well, in that case, I will leave you to it then. Have a good day." the mayor told then left.

Once she left Peter turned to Pinkie "Pinkie, did you have go on a say that? I want to keep the whole problem closed off. I don't need anyone else being put at risk because of my bad guy." he told her.

"Relax." Rainbow Dash told him as she got in front of him and wrapped her hoof around him "We faced a lot worse than just one bad guy that doesn't have magic." she said in a cocky tone.

"Just because a bad guy doesn't have magic means he's easy to take down." he shot back and took her hoof off of him before stating in serious tone "Believe me, I know."

"Whatever." the light blue pegasus dismissed.

As they were walking, they were stopped by a call.

"APPLEJACK!" they turned to see three fillies coming towards them. While two of them were galloping one was on a scooter.

"Apple Bloom! What are y'all doin' here?" the orange pony asked.

"We were on our way to go time Scootaloo's speed on her scooter when we saw you with this new guy." the yellow filly explained and finished by pointing her hoof at Spidey.

"Girls, this is Spider-Man." Twilight introduced the fillies to the hero.

Applejack then pulled in the yellow filly "This here is my little sister Apple Bloom."

"This little filly right here would be my little sister, Sweetie Belle." Rarity spoke as brought her sister over.

"And this is Scootaloo. My number one fan and little sister figure." Rainbow Dash answered in a smug tone while hovering over the orange filly.

"And together we are..." the orange pegasus filly began.

"THE CUTIE MARK CRUSADERS!" the three fillies shouted together.

"The what?" Spidey asked, feeling completely lost.

"We are on a search to get our cutie marks." Apple Bloom explained.

"And we won't stop until we get them." Sweetie Belle added.

"And finally discover who we are." Scootaloo concluded.

Spider-Man just looked at them blankly "Uh, okay. I may be in need of some information here. Let's start with this, what is a cutie mark?" he asked.

"A cutie mark is a representation of a pony's unique characteristic that appears once a pony finds something that make him special and different from all the others." she explained while motioning to her's.

"Oh, so it's a magic identity tattoo on your butt." he summarized, leaving the group with a dry look on their faces.

"Yes, it's a magic identity tattoo. Way to sum it all up." the purple alicorn replied in a dry tone.

"But wait, don't those things show up in time?" he wondered.

"That is what we keep trying to tell them." Rarity stated, remembering the all times the three fillies got in their antics to get their cutie marks. Which they still do.

"Anyway, what are you?" Scootaloo asked "I never seen anything like you around Ponyville before."

"That's because Spidey is a superhero from another world." Pinkie explained.

"Pinkie! Stop telling everyone I'm a superhero!" the red and blue clad teen told her.

"You're a superhero?" Apple Bloom asked in awe.

"I am." he answered in a sigh, making the three fillies stare in awe, only for Scootaloo to scoff.

"Pfft, yeah right. I'm going to need some proof of that." she said skeptically.

"I did save Twilight and her friends from timberwolves this morning." he recalled before adding "But if you want to see it for yourself then I guess you will have to wait until I have to fight something or someone."

"Well, in the meantime we got things to do. Let's go crusaders!" the three fillies then took off, leaving the mane six and Spidey.

"They seem nice." he muttered.

"Come on! We still go the town to cover." Pinki stated and the group continued giving Spidey the tour of Ponyville.

Somewhere in the Everfree Forest, Queen Chrysalis, queen of the changelings, was waiting alongside two of her soldiers for the two scouts that left earlier. They then spotted them arrive.

"So? What are your report?" she asked sternly.

"There appears to have a complication, your highness." one of the scout said while bowing before explaining "We went to the location of the disturbance like you asked, but when we got there, we found Princess Twilight alongside her friends making her way towards it too."

Hearing this caused the queen to frown in anger. Ever since her plan to take over Equestria failed, she held a grudge on Twilight for interfering with her plan.

"Anything else?" she asked coldly, making the scouts nervous at her tone.

"We found something, a creature we never seen before. It was dressed in red and blue outfit, and it had two white eyes with a spider on the chest and back. It saved the ponies from three timberwolves by leading them away from the ponies and tangling them up in a giant web cocoon." the scout explained, only to receive a skeptical look from the queen an stirred laughter from the guards.

"Are you trying to make me laugh?" she asked in a furious tone.

"Of course not, your highness. I assure you, what we saw was real!" he affirmed fearfully, hoping not to anger her.

"I saw it too, it was unbelievable." the second spoke up.

The queen's frown softened a bit, but was still there "And where is this... Spider-creature?" she asked.

"We don't know. It vanished into the forest after it dealt with the timberwolves." the first scout answered before adding "We assumed that it met up with the princess and her friends."

"So, little Princess Twilight now has an ally that is capable to take on three timberwolves and live to tell the tale." she summed up "An impressive feat, but most likely accomplished due to luck or trickery." she rebuffed in arrogance "Still we will need to know more about him before we set our plan into motion." she told her troops.

"He calls himself "Spider-Man", and he is far more dangerous you realize." a voice was heard in the forest but couldn't be pinpointed, causing the changelings to be on high alert.

"Who said that?!" Chrysalis demanded, in an intimidating tone.

"Someone who has faced the spider and was vanquished time and again. Someone who has experience and knowledge that would prove useful." it said, until a figure could be seen in a shadowed spot with a pair of green glowing eyes "Someone who can help." he concluded.

"And what makes you believe you can help the changelings, stranger?" the queen spoke, indicating where skepticism in both her words and look on her face.

"Believe me..." he began before stepping out of the shadowed place. While he was wearing a purple armor suit that didn't cover his arms and legs, leaving chainmail scale-like skin visible underneath, with the chest being a darker purple, purple gauntlets, a utility belt that had pouches and a pumpkin face as a buckle, metallic knee pads, purple boots. His face was green with long pointy ear, yellow eyes and fanged teeth with a purple long hat that had yellow goggles resting on it. His entire appearance was reminiscent to that of a goblin "I have a few tricks that would prove rather helpful." he concluded.

Inside of the Golden Oak Library, Spike was dusting the shelves with a duster while he was singing.
The Dragon is the finest creature ever

There's more to him than just guarding treasure...

Sadly, his singing came to a stop when he sneezed.

"Gesundheit." a voice came.

Spike simply sniffed before speaking "Thank you." he then returned to dusting, but stopped and turned around to see Spidey towering over him while starring with his lenses reflecting Spike "Hi!"

"AAAHHH!" the baby dragon screamed, before fainting.

The screen was solid black as Spike opened his eyes to see Twilight and Rarity looking at him with concerned faced.

"Spike! Spike are you okay?" Twilight asked in a worry tone.

The said dragon sat himself up and rubbed his head "Twilight I had a weird dream. There was something in the library. It was red and blue with a spider on the chest." he told her.

"That wasn't a dream. You just fainted." Spidey clarified as he was leaning on the wall while Spike looked at him with wide eyes.

"Spike this is Spider-Man. He's from another world and he will be staying here for a while until he goes home." Twilight explained.

"Uh, okay." the young dragon acknowledged.

"Let's go prepare the spare bed." the purple alicorn suggested.

"I gotta go too. I have to cover up the sky for tonight's rain." Rainbow Dash said as she exited the library and was followed by Applejack who spoke.

"And I have thing I need to finish at Sweet Apple Acres before the rain starts."

"And have to get ready fast." Pinkie Pike stated and looked towards Twilight "Twilight, you get Spidey at Sugarcube Corner's when you are finished." she told.

"Okay." the purple alicorn nodded.

The group then felt the library, leaving Spider-Man, Twilight ans Spike alone.

Peter broke the silence by speaking up "Why doe Pinkie want us at Sweet place shop's?" he asked.

"That's Sugarcube Corner's" Twilight corrected him "and I might have an idea on what it might be." she added while looking at Spike knowingly.

"Any chance you can give me a clue?" the red and blue hero asked.

"You'll just have to wait." she answered, causing Peter to frown in annoyance "Now let's get that spare bed ready." she said as they headed into a different room.

"I have a feeling I am going to regret this." he muttered to himself, referencing to what Pinkie Pie has planned for him.

Back in the Everfree Forest, Queen Chrysalis was discussing with her troops who have recently arrive, now being about a dozen of them.

"Are you sure we can trust him, your majesty?" on of them asked.

"I'm not sure," she answered while looking at the goblin individual who was standing by himself looking at them "but if he says that he can help us in dealing with this "Spider-Man" then he is useful for the moment." she explained.

"And when we don't need him anymore?" another one of the her soldiers asked.

"Then we'll dispose of him. Unless he provides more aid to our cause." she said.

"Can we please hurry with it? It creepy the way he looks at us." a third one spoke.

Once she was finished with her troops she made her way to him who spoke "I know what you're thinking and you are right." he turned to face her "You should expect my betrayal of you at anytime I see fit. And I am well aware of you being prepared to cut our ties once you deem me useless. But let me assure you, there is a way where it won't require any of this senseless backstabbing." he told her.

"I'm listening." she said with a stern look on her face.

"You have an army, but you don't have a plan. I have the intellect for one, but I would require some assistance for a few things." he told her before explaining "All we need is to set a few series of events, put the pieces at play in the right positions and then deliver the finishing touches which will end with our enemies' throats beneath our boots, or in your case hoof." he explained with a evil grin.

"What do you have in mind?" Chrysalis asked, now fully intrigued by the individual's words.

"Like I said: A plan that will end we out enemies' demise and what we want." he answered.

Chrysalis smirked at this "My name is Queen Chrysalis, ruler of the Changelings." she introduced herself to him.

"And you may call me" he replied while bowing and then rose his head "The Green Goblin." he then chuckled evilly as the screen darken to black while his glowing yellow eyes faded last.

Author's Note

Here we go, chapter two. Now we get to see Spidey mingling with the Mane 6 and the bad guys preparing for their move.

For Green Goblin's appearance, I was struggling on whether I should use the Ultimate comics appearance or the Mainstream one. I originally wanted to go with the Ultimate monster version, but I decided to go with the mainstream so that it gives me the opportunity to add character evolution in future stories.

I have narrowed my choice for Spidey's voice between Tom Holland and Robbie Daymond. For Goblin, I'm going with Steven Blum (the one who voiced Green Goblin in Spectacular Spider-Man).

Sorry if this chapter wasn't all that interesting, but I can promise you that the next one will far better.
Announcement: I know the majority of you readers voted for Doc Ock and I changed it to Green Goblin after I posted it. I am sorry, but I just couldn't help but feel that Goblin was a better choice. Sure he may not be as intelligent as Doc Ock, but he would be smart enough to have created the generator that brought him and Spidey to Equestria. Plus, if you think about it, most of Doctor Octopus' plans usually involve technology in it, which is not really something that would be found in Equestria. All I can hope is that you understand. And pray that I won't change it again at the last second.