Author's Note

This story is set in Earth 5; a different dimension.

"I remember"

Adam wandered through the forest; searching for any sign of life, until he tripped and fell. The boy began tumbling down a hill; landing in a pile of leaves.

"Ow!" he cried. As he was brushing himself off; something in the distance caught his eye, an old campsite. Adam began to walk towards the ruined area; it was covered in scorch marks and destroyed furniture. Adam observed the whole campsite; until finally he was joined by a familiar face, "Welcome home." Fluttershy said as she stood next to Adam. "What happened here?" the boy asked.

Fluttershy walked forward and replied, "Goblin. He burned it when you didn't come back." Adam couldn't believe what he heard; all this happened and he didn't remember. Adam's life flashed before his eyes; he remembered....

"Fluttershy; I remember everything." The boy began running around remembering where everything was. "Twilight used to sit in that chair." he said pointing at an old armchair. "Only it wasn't there, it was here." Adam then looked up an old tree, "Rainbow Dash; her hammock was hung on those branches." Adam couldn't stop himself as all the memories began flooding back to him. "Fluttershy; your animal apartments were right here." The boy ran over to where Applejack would make them apple pie; but something else was there, something Adam hadn't seen for years.

Adam dug through the rubble; and found, a stuffed dog. "Spikey?" he said. He hugged the stuffed dog and kissed it on the forehead, "Spikey, I missed you." Fluttershy walked up behind him; placing her hoove on his shoulder, "You remember?"

Adam turns to her and says, "I remember how it happened.

I remember that day in the science lab; what that spider did to me.

I was ten years old; my class was being taken to a laboratory for a school trip, that's where it happened. "Everybody stay together." my teacher said. But I was a curious one; I left the group to go explore.

My curiosity took me into the room where they kept the spiders; the spiders they had experimented with, I stood in the room admiring their beauty. It wasn't long before the alarm went off; triggering the lock down protocol.

All the spiders were free; they began to crawl down off their webs and onto me. I held still the best I could; trying not to make any sudden movements, but I felt one spider crawl to the back of my neck. When that spider bit me; my life change forever.

Over the next few weeks; I started to feel different, like my body was becoming something stronger. I decided to use my powers to protect my town; that's when things went really wrong. I put together a costume out of a red and blue jumpsuit; so no one could find out who I was.

I met villains like; Goblin, Doc Ock, Mysterio & Venom. I was only a kid; there was no way I could keep this up.

One night I was out swinging; I stopped for a break on the roof, I sat down and started crying. I couldn't do this anymore; the pressure of being a superhero was to much for a kid like me. I was interrupted when a small portal opened on the roof; from it was you, Fluttershy. Celestia chose you to go to another world to spread friendship across the galaxy; you found crying on the rooftop. When you saw me; you felt sorry me; and came over to see what was wrong.

When I saw you; I was scared at first, but you were beautiful. I explained to you what the problem was; you said I could use some help, you took me back to your world and I trained to be a a better hero.

On Equestria; you and your friends began helping me with my powers. Rainbow Dash taught me some fighting moves, Rarity made me a new suit, Twilight taught me some stuff to make my web-shooters better & Applejack gave me a wait lifting lesson so my spider-strength would be stronger.

For a while; I was the protector of Ponyville, using my powers to help the inhabitants.

I never should have left; the day I decided to go back to Earth was the day I forget all about you; I wish I could have stayed.

Adam didn't release as he was walking backwards; he was walking up a tree.

Fluttershy saw he was walking up the tree; but didn't say anything, she let him figure it out himself. "I got it. I got it. I remember; I can feel the power. I found it." Adam said as his feet began to slip, "I lost it. Ahhh!" Adam fell from the tree.

"Just hold it there Adam!" Fluttershy yelled. Adam heard her and shot a web-line onto a branch; he was now hanger from the web. He could feel it; his powers were returning, Spiderman was back.

Adam climbed up the webbed; Fluttershy watched his begin swinging towards town.

Adam was suddenly wearing his original suit; he reached Ponyville, everypony looked up to the sky.

Rarity, Rainbow Dash, Applejack, Pinkie Pie & Twilight were the first to see him. Standing on her back hooves; Pinkie yelled, "SPIDERMAN'S BACK!!!"

When Adam landed in the street; Kid Arachnid swung to the scene, he approached the newly returned superhero. When the two spiders were face to face; Ivan fell to his knees, "You are the Spider." he said. The former sidekick removed the emblem from his chest and handed it to Adam. The emblem contained the nano-tech that made up Adam's proper suit.

All the ponies were talking among themselves; Ivan stood up and said, "You can swing, you can fight, you can....."

"Total-mannelly!" Adam yelled. Ivan continued, "Yell an awesome catchphrase." All the ponies cheered as the two heroes high-fived. Then they all started dancing around; celebrating Adam's return.

That night; Adam swung towards Fluttershy's cottage, he wanted to thank her for helping him. "Fluttershy? You home?" he said whilst knocking on the door. "Go away." he heard from inside. Adam knocked again, "Fluttershy, what's wrong?" Adam decided to open the door; as he did, he saw the yellow Pegasus drying on the couch.

"Fluttershy?" he asked. "What's wrong?" She turned her head and answered, "Adam; once you save you children, you'll leave again. Forgetting about me all over again." Adam kneeled down to her level, "No Fluttershy, this time I'll never forget you."

Suddenly; the mare began to glow, her body was morphing into something else. Adam stood back; trying to figure out what was happening. Finally; he was blasted to the wall because of an magical explosion, he got up and looked at the now change mare. Only she wasn't a mare anymore; she was girl, a human girl. Fluttershy stood up and approached Adam, "Oh Adam, I did it." The hero had so many questions, "What's going on Fluttershy, why are you a human."

The girl came face to face with Adam, "Adam; there's so much I wanted to say to you but you left before I got to say it." Adam still didn't understand; the girl came in closer, "Adam, kiss me." the hero couldn't believe it. She couldn't wait any longer; she lift up his mask and locked her lips with his. The kissed for at least a minute before Adam released something, "Heather." Adam muttered. They pulled apart and Adam explained, "I love Heather." His wife that he left on Earth when he went to find his children.

Fluttershy understood; so she said, "Adam; you have to stop goblin, go." She motioned him to go save his children; but when he didn't move, she made him. "Adam, go." She blew some glowing dust on him and he rolled out the door. When he was gone; the magic took her over again and she transformed back into her pony form.