Scootaloo was trotting around sad in the woods as she stomped on a stump with a spider like mark carved in, "Well here it is were the orphanage said they found me!" she said sadly.

She sighed wondering why she couldn't fly , why couldn't she find her cutie mark and why she was just here was she abandoned because they didn't want her? Was she taken? Was she lost because of something unknown? She longed to know how she came to be here.

She then stomped the spidermark and jumped back and her eyes widen as it glow and a voice of some old women said, "You have finally returned! Know you can know and return home little spider."

Scootaloo's eyes widen as she saw what looked like magic webs spin around her In a vortex making her vanished as she yelled.

Meanwhile a world away in New York.

Spiderman was swinging in the third superior Spiderman suit with the shoulder canons and extra blades on the spider legs removed.

He growled as he as he hung on the side of a building as he growled, "I don't know what's worst still having some ock in my head or those assholes couldn't tell what was up!" He then web swung magic webs span around him and he sighed, "Madame web!" he then vanished.

Elsewhere

Kaine was walking on the roof of a building growling as he looked at the panicked in normal cloths Ben Reilly as he growled, "you had me thinking I use to be crazy for thinking you want to kill and replace Peter but look what you did just that!" he growled in rage, "I should be happy I was right! I should be happy knowing I was given a second chance as I wasn't evil! I should be jumping for joy to know I was never crazy! But know I'm just mad! You made both me and Peter love you call you brother! Then you tried to kill the dam planet to save your own neck! You bastard!" his stinger then popped out as magical webs span around him and he growled.

That is when he found himself in a void with Peter and the confused Pegasus Scootaloo and Kaine looked to the sitting on her throne madame web and he growled, "What is going on Web?" he sound rude.

Madame web then held her hand up making all three's eyes widen, "Why allow me to show you all."

they all then saw the past.

It was years ago Kaine in his old outfit was running after a women holding a baby with red hair who was crying, through a European city, " ALISON MONGRAIN GIVE ME BACK MY BROTHER'S DAUGHTER!"

the women ran holding the baby through the streets as Kaine ran after her and she yelled "SOMEONE STOP THAT WOMEN SHE KIDNAPPED MY NIECE! DON'T WORRY MAY UNCLE KAINE WILL GET YOU HOME TO YOUR PARENTS I PROMISE!"

That is when he heard laugher and the Green goblin on his glider whooped down grabbing May form the women as he laughed holding the scared parker baby in the air, "Oh the baby parker! Oh how easy it would be to just drop it!"

Kaine roared in rage as he fired a web blast to swing up and try and grab may only for Goblin to laugh hold May out making him drop his web and fall to the ground to not hit it as the Goblin laughed evily saying, "Can't do it can you spider faker! You want to smash my skull in but this little baby won't let you do it! Got some spider in you after all! Oh Don't worry I won't drop her that would give you and him to much closure!" he then flow off Kaine swinging behind him.

Goblin then came to a van and it opened up into a portal system as he said, "Me hold my prototype portal generator!" he laughed as he strapped the baby to his glider and jumped off as the glider fell into the portal, "Maybe on other side she live may be she don't you'll never know and he'll never know he'll live his whole life beating himself up for not being able to say his daughter! THE GOBLIN HAS WON!" he yelled.

Kaine then land and cried as May vanished into it then it explode he then roared as he released his old claws and ran his arm through goblin to see wires oil and metal and his eyes widen as the goblin laughed, "I took a page form doctor doom! HAHAHAHAHA I BEAT THE SPIDERS!"

The flash back then changed to another world a portal where may slowly changed into an orange furred Pegasus foal with purple mane and tail and land on a stump making a spider mark appear on it as a mare walked up to hear the crying filly.

Peter and Kaine then saw flash of May known as Scootaloo's life in Equestria till this day , while Scootaloo for context saw Spider-man's life up till this point then it end.

Scootaloo was crying, She knew why she couldn't fly she wasn't a Pegasus, she knew why she couldn't get a cutie mark she wasn't a pony she know why she had no family a goblin and an evil lady took her away form them.. In a moment Peter and Kaine fell down crying.

In a moment Peter hugged Scootaloo as he cried, "I finally found you!"

Kaine was crying as he fell to his knees screaming, "I'M SORRY I TRIED I TRIED BROTHER I TRIED MAY!"

Madame web then waved her hand making the boy Scootaloo turn into a human girl no older then ten with red hair and brown eyes, in simple white dress as Madame Web said, "this family reunion is not chance! You know of the events of the hunt Peter! Your daughter remained safe because Equestria isn't connect to the web of life and Destiny done so by the their goddess of the sun enraging the spider who's webs created there world and all life on it."

Scootaloo cried as she listen in and Madame Web spoke saying, "that is right spiders are the most important thing in the universe while I want to do this sooner I couldn't till you returned to the point you made it, till the hunt had past."

Kaine growled as he grabbed her by throat and his stinger popped, "You could have brought her back! YOU COULD HAVE RETURNED MY NIECE TO HER FAMILY! YOU COULD HAVE BROUGHT HER BACK TO HER MOM AND HER DAD! YOU BITCH!"

the Scarlet Spider then tried to stab her but she turned into mist as the voice said, "I wish I could have but I may be powerful but I am still a spider-totem as you! I am still forced to follow the rule of the spider-Totemic deities we serve for reserving there blissing! She is now once more connect to the web of life and Destiny like she was at birth Scootaloo Mayday parker what ever you will be called you are a spider with that power comes responsibility and only living up to that will heal your family."

They all then found themselves in Parkers manor found by parker industry, Peter removed his Mask as he held the passed out child in his arms as he picked up a phone and called, "Jameson It's Peter found my missing daughter.. you won't believe how and we'll need a cover story… no it doesn't have anything to do with that digital copy of doc ock that worked for hydra.. yes it was stupid of him to think I won't change the codes of my systems but can you focus man!"

Kaine was about to jump out a window but Peter shot a web line and pulled him closer and said, "Hold on Jameson I have to yell at my brother for a moment!" he then put the phone down.

Peter then set the clearly cried herself to sleep May down on the couch and said, "Well you forget about our evil brother for a moment! May is back! That is what we need to focus on! And as Madame web was involved that means we are in for some bullshit! We need to be together!"

Kaine then looked to Peter and removed his mask to show his scars, "And you think Ben won't try to use her! She has been around a race that has little to no idea of evil! She's to pure for this world Peter!" he yelled back.

Peter then rolled his eyes and said, "And that's why she needs her uncle Kaine! To teach her about how unlike in her world Evil can hide in plain sight!" he said clearly angry.

Kaine growled as he points at him and said, "I really want to argue but I can't! So I'm just going to agree with you angrily!" he said sounding made.

Peter then used a web to pull the phone to him as he said, "and done yelling at my brother Jay jay! Yes, yes that'll do! See you tomorrow, also side note, how is your lawyer doing on my sisters early release appeal… Ouch! See she did nothing but save the day and as she did it with no mask she's in jail! You see why I wear the mask now man?... I know you admit it I just haven't gotten tired of hearing it bye." He then hung it up.

Meanwhile within her Dream May was struggling to stand on her two humans legs as she saw ghostly images of the ponies that explode into fire as she shaked and shivered as above her was the Green goblin!

the goblin laughed as held a pumpkin bomb and laughed, "so she returns! Looks like I'm losing my edge! HAHAHAHAHAH!"

May then woke up screaming, "GOBLIN!" Peter quickly ran to hug the crying scared child, as he growled at all the time he lost as how she would be in an alien world that should have been her home, and only one person was to blame, the green goblin

the next day there was Cameras all over Scootaloo who was hiding behind her father who was in a white suit's leg.

Beside them was Kaine in the spider-man costume as Jameson reported, on tv, "Spider-man found the missing daughter of Peter parker in a sweat job, as a family man myself I have to thank spidey for this reunion even if it was his boss's kid he saved."

Kaine then whispered to peter, "How long do we have to do this I mean I'm taller then you this outfit is to tight on me! Not to mention it's like an oven with all the metal on it!"

Peter was petting May's head as he said, "Five more minutes then we can head in and how do you think your niece feels there is more people looking at her then a whole town she grow up in plus they don't have cameras like us so she isn't use to seeing someone's face everywhere!"

A week later May's point of view.

She looked in a mirror she was In a blue skirt, blue dress shirt blue jacket and a blue backpack and blue boots as she sighed, My name is Mayday parker though it was Scootaloo the flightless orphan Pegasus. But no I have parents even if Mom isn't returning dad's call.

I've been in the human world for a week now I haven't found the so called great power and great responsibility the lady who finally decide to send me talked about.

I head down stairs and out the door I was going to some fancy school for rich kids! I missed my friends, and I love dad but having a dad That is a CEO and a super hero can be a bit much.

… That is when I felt it a strange tingle like it was warning me of something that is when I turned like it was telling me and outside I saw my father as spider-man.

His four spider legs slashing at the Green Goblin as he free fell I turned to run and scream I've seen the goblin in my nightmares he was going to take me away again! "NO NO NO!" I ran that is when I jumped to avoid something that fired and I didn't come down I looked back I was standing on the wall and my eyes widen as I jumped down and ran down stairs. Warning of danger and wall crawling check.

As I ran I did the finger thing and said, "webs not check!" I looked to the elevator door and put my hands int it and ripped it open and said, "Strength check!" I saw the elevator wasn't there so I jumped down and land on the ground floor just fine on my legs, "agility healing and endurance check!"

My powers were coming in I then ran to the room with all of dad's costumes and locked myself in and sat scared, Why where they coming in now! Why where they coming in when he's out there! Why not last night when shocker attacked? Why did it have to be green goblin?

I held my head it hurt I saw The Goblin My father on a wall using his web shooters built in flame thrower on the goblin who just charged through it only for my uncle to web swing in and kick him in the head. … It's like uncle Kaine said he use to have I can see a little bit into the future!

then I saw it the Glider was dropping bombs as it flow people where going to be hurt I could hear Madame web in my head saying, "when your father first got his powers his not stopping the first crime he saw coast him his uncle … are you willing to let history repeat it's self child?"

I cried as I saw web shooters on a case and some fabric I grabbed them then jumped up to a vent and removed it and crawled back to my room to my closet.

"I WON'T LET IT HAPPEN!"

Return to third person point of view.

outside in the battle The Goblin's glider was about to open it's hatch to release the bombs but a web hit it keeping it close making his eyes widen as he jumped off as it explode and he turned to see a little spider on the side of a building.

she was in blue jeans red boots a blue long sleeve shirt red gloves web shooters on the outside, her shirt had a red spider and she had a red mask that was red fabric with eye wholes cut in them with eyes cut out and she said, "I'M NOT SCARED OF YOU ANYMORE!"

Spiderman land beside his daughter and asked, "WHAT ARE YOU DOING!?"

May looked at her dad and said, "We great power comes great responsibility!" The lens on spiderman's mask widened.

to be continued.