Hey everyone! N.D.S here! I got this idea today after watching 'It Ain't Easy Being Breezies' from MLP:FiM season 4.

And as you all know, I am hooked on Spidey right now.

DISCLIAMER: I do NOT own Spidey or any of the other characters except for Midnight Mist.

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I was different. I never came back with pollen, always scraps of glass and metal from the towns we would gather nearby. I was almost never seen, always trying to unlock new possibilities. One time I even came back with a piece of unicorn magic. I saved it until the 'accident'. I'm still here because of it. One day, everyone else decided they had been to good to me, always humoring me or simply ignoring me. So then they decided to kick me out at the last minute. Right before the other Breezies that lived outside our safe haven left. I was simply packing as many things into my baskets as I could, because I was heading to an old log I had found nearby. But then they came, told me to leave, and no one saw me.

They had said 'Midnight Mist, your too much trouble. Your ideas are driving everyone crazy' and 'you promised long ago never to pull stunts like this again.'

I just slipped out, perfectly fine with it; and flew away. I actually followed the other Breezies, who turned out to be big ponies. I went to the forest outside of their town. And I built. And I thought, and I built, and I built, and I built, and I built.

I knew for sure there had to be more than just our world. Where had the dragons come from? The griffons? The ponies who rose the sun and the moon? I knew they came from somewhere, and I was perfectly willing to find out.

So there I was, my golden hair tied up in little black scraps of ribbon and thread. My dark blue coat had been stained a bit from the black stuff I had managed to slip out of a quill shop. I had my baskets on me, filled with tiny tools that I had made myself. It was perfect, the thing I had built. I still to this day call it the OWTD, or owted to be clearer. And that's what I had saved the magic for. I had slipped slivers of it with the prototypes, using it on bugs or parasites that I had managed to catch, but they never came back. I never knew were they went. I didn't even know if they ended up in the same place every time. but I was finally ready to try it.

It was stupid really. It was right in my hoof, but I just had to trip on the way to the platform, and it spilled everywhere, even though most of it went into the container that it was supposed to. The whole thing lit up blue and purple and pink and the other colors of magic I had managed to slip away from their owners. It felt really strange. Going through the portal. When I passed through it -I actually got sucked into it- I was tumbling through stars. There where so many. And they where all just hanging there in the pitch black sky. It was strange, since I had absolutely no control over my wings, so I couldn't fly. But in a split second it was over, and the stars and colorful lights disappeared to be replaced by a dark dreary alley.

I had grown used to slipping in and out of alleys, but these where different. Instead of the wide apart shortcuts I was accustomed to, I felt like I was in a canyon between to cliffs. I hadn't seen any buildings like it so large before. And it stunk terribly too, compared to the fresh daisy or rose scented air of the woods or villages I would go to and from before disappearing again. Just around the corner there where lights, and the sounds of ponies talking. So I decided to take my chances and see, hoping for more lights. But instead what I saw scared me.

The bright lights were moving pictures, some displaying food or animals or other things I couldn't name. And there weren't ponies. Instead they looked like the giants that sometimes wondered about the old safe haven. They where nice, one even lent me some of it's old things for my creations. But these where much smaller then the giants, who seemed taller than mountains most of the time. They were covered in bright clothing, some short, but mostly dark coats. There were some smaller ones, children I presumes; wondering about or hyperventilating about something. They just were busy things I have to say. Almost like bees, but with something that was actually interesting to do. I was suddenly aware of all of the noise, and I covered my ears mid air, hovering on the spot.

But then they all stopped with gasps of alarm or excitement. I followed their pointing limbs and exhilarated cries and saw him. He was swinging through the sky on thin ropes that I could see, though I was aware most of the creatures couldn't. He donned a tight red and blue outfit, the familiar shape of a spider sewn onto the front. Little did I know he would soon be my best friend.

The creatures cheered him, calling the strangest name I had heard since Chili Papaya. Spider-man.

Of course I was compelled to follow him as he swung across the large spaces between what appeared to be shops and homes. I pushed as hard as I could, even with all of my practice floating and gliding on strong air currents. I was actually going pretty fast for a creature of my making. How I managed to keep up with him I had no idea, but I did. The houses kept getting smaller, there were fewer shops and machines that drove across the black and yellow road.

He landed on a roof and crawled through the window. I floated down, oblivious to the cloudy sky and peered inside, unsure if I should enter.

He tore of the head of his outer layer, which kinda surprised me. He was upset though. Tears were in his eyes, and I could hear from the way his heart was beating (it was really loud, I have to tell you) he was sad and scared. I decided to do something really stupid. I knocked. I have to tell you, I felt bad interrupting him, but I knocked on the side of the windowsill loudly. I was surprised when he snapped his head in my direction as it started to rain. I cocked my head, at him; but I didn't say anything. I didn't care if my baskets where flooding or my wings where getting wet, I just stood there.

He didn't do anything for a while, just looked at me. Taking in every detail.

He looked confused. It was kinda funny really. But it was also awkward, because he wouldn't stop looking at me. So I put on the biggest smile I had, even though I could feel it was shy, and held up a hoof. And waved.

"Hello." I felt like an absolute idiot, even when I spoke in Equestrianese (It's called English here).
"Gwen?" he said. That word sounded hopeful, but kinda doubtful at the same time.

I cocked my head again, confused. I shook my head no, and I felt guilty because then he looked upset again.

I tried again. "I'm Midnight Mist. Who's Gwen?"
I felt even guiltier when tears flooded his eyes again, even though I could tell he was trying not to let them.
"Someone you remind me of." Was all he said before looking at his red feet. "What are you?"
He sounded perplexed a bit when he asked what I was.
"I got here on accident." I said, frowning as my short term memory seemed to fail me. "I'm a Breezie. Who and what are you?"
I was still wondering if there where ponies in this world, and yes I was scared. I didn't know what he was going to do.
"I'm called a human... I guess." He said. "But you can call me Peter."
I giggled.
"What?" he asked, wiping his eyes.
"No offense, but that's a funny name." I giggled more.

I had never expected anything to go the way it did. The way he seemed to recognize me. He later said it was my eyes that reminded him of someone. I didn't know who for a while, until one day I had followed him somewhere like the resting place. Then things led onto another, and here I am now, trying to wake him up, trying to go over this story again and again in my head. Trying to explain to you. You don't have to believe me if you don't want to.

I can still feel his heart beating as your trying to make it beat faster, to force air into his lungs. As I'm trying to see what parts of him I can help stop bleeding. I know you just found out about me yesterday, and his secret too. I'm just asking you to listen, even though I know it sounds crazy and things are probably going way too fast for you to understand and you probably won't understand tomorrow. So please MJ, let me wipe your eyes and please listen to me as we let life do it's work. You know how he says he thinks he gives people hope? Please just have hope in him now MJ, please just let things go the way they need to, and know that if he doesn't make it out of this; I'll be the one to follow you, to hover over your shoulder. To take your face in my hooves and tell you it's ok. And know that he'll be in another place with someone else he loves, even though he will always love you. So please MJ, just hear me out. Just listen to my story MJ as we try to calm things down. I'll tell you again, this probably isn't the best time, but please, MJ; please just listen to our story.