Thunderstar was in her and Spark's bedroom. Trying to look for a movie to watch. "Hmm let's see? Should I do something overly colourful or something live action?" She stroked her chin as she searched through the drawer of CD's and Blue ray discs they had.

That was until she heard her name be called by Spark.

"Uhhh….Honey! You might want to come in here. Like now!"

She raised her eyebrow, "I wonder what this is all about."

Rising to her feet, she started for the stairs. Walking down the stairs and into the Livingroom. When she entered, she saw Spark, staring at the TV in front of her.

"What's wrong?" asked Thunderstar.

Spark, broken out of her 'trance' paused the Television and glanced back at her wife. Pointing at the TV itself, "Umm, look."

Thunderstar, still confused. Walked in front of Spark to look at TV. It was paused on a News Show with one huge headline at the bottom. She read it out, mumbling the words as she did. Her eyes widened almost immediately, just reading through all of it.

"Umm, honey? Isn't Spider-Man....a Canterlot thing?"

Spark slowly nodded her head and hesitantly spoke, "And don't we have a nephew from Canterlot?"

They both looked at each other panicked looks. Trying to deny specific thoughts that were beginning to form in their heads. But the more and more they kept putting pieces together certain things and two certain people started to look to be more n' more the same.

They simultaneously, uttered two words.

"Oh no."

"Mr X."

"What is it?"

"I have good news.....and bad news."

"That doesn't sound good."

Mr. X said in a grim voice,

"Not good at all."

Serpent cringed a little. He felt the grim tone of Mr. X. The one he created. Nonetheless he did his best to keep his composure, "The bad news is Osana didn't have the money. But before I could do anything, she jumped out of the car."

" You've completely failed the mission I presume?"

For the first time, Serpent's eyes widened a little as he felt the tension rise. "No, No. The good news is that I've got her car in my possession. She said it'll pay off her debts. I'm getting it to one of the export docks."

"I see."

There was a pause for a short moment.

"Fine. Do whatever you need to do. Just keep the car in mint condition. Alright?

"Understood." Serpent quickly hung up, feeling the chills down his spill. "Man that guy is something." Serpent pointed his gun out the window to hold off the multiple police cars chasing him.

Meanwhile, Spider-Man who'd had to follow as much destroyed police road blocks as possible finally found Serpent and was in pursuit of him. Feeling like luck was finally on his side. Well, somewhat that is....

"Swinging through a city, check. Nighttime, check. Trying to get this over with because you have relatives who'll freak if they find out you've disappeared...….I'm sensing some Deja vu here." Letting go of his webline when it arched. He dived for the yellow vehicle.

"Man these guys don't give u--"

As Serpent was having a thought. He heard a thump on the top of the car. It completely broke his thought process for a moment. What then caught him off guard was to see a hand knock on the windshield. Before he could even process anything, Spider-Man caught his attention to the right door.

Serpent arched an eyebrow to see Spider-Man, upside down and waiving at him. Serpent rolled down the window to the left door. "お前は一体誰だ? (Who the hell are you?)"

That's when Spider-Man was stumped. As we all know, he didn't speak an ounce of Japanese. "Uhhh….. I don't really know what you just sa--I don't speak Japanese."

Both of Serpent's eyebrows arched. Behind his scarf he smiled, "Good, neither do I." He pointed a handgun at Spider-Man. Knowing that a traffic light was coming up. He quickly shot the gun at Spider-Man.

Spider-Man however quickly dodged the bullet from hitting his face. But that's when his Spider-Sense went off. Glancing to his left, his eyes widened behind his mask.

He was too late. Getting hit on the forehead by the traffic light and knocked off the car.

"GAH! Dammit!" He placed his hand over his forehead, "I can't be that rusty already! I just stopped a bank--" His Spider-Sense went off again. Quickly jumping up in the air, he avoided being flattened by Police vehicles.

Mid air, he glanced at speeding NSX. He narrowed his eyes on the car. Outstretching his arm, he fired a long strand of webbing and snagged it. "Alright, better put those rope climbing skills to good use." He began climbing the webline, down towards the car.

"What an odd experience that was. Man I gotta find a place to evade these guys, and fa--." But again, he heard the same thump noise again. He lowered his eyelids in annoyance, "Okay were doing this now."

Spider-Man again, knocked on the windshield. "Sir!" He yelled, "I'm gonna have to see your license and registration! And I might need to know if you have the sufficient points to be operating a vehicle!"

Serpent giggled, "I'm sorry. I don't think I gave you the right memo." This time, he took control of the vehicle with his left hand while pointing his gun at Spider-Man with the right, "I don't want what your selling!"

But, to Serpent's surprise. He felt the gun be taken out of his grasp. "Wait, what?" He knew better to pop his head out the window. Instead, he pulled his arm back in to find that his gun had in fact been taken out of his grasp. He cringed, "Okay, that's a first."

"Well, what very rude manners!" Spider-Man sarcastically blurted out, "Hmph. I think you owe me an apology!"

Serpent chuckled a little. "Okay this is definitely a first."

"You're right!" said Serpent, "Let me get the door for you and will discuss my 'rude' behaviour. I even have some food if you're hungry."

Spider-Man raised an eyebrow under his mask. He felt as if he was seeing a small trend, "Why am I getting Goblin and Electro vibes all of a sudden." He sighed, "Oh well, One Spidey coming right up!"

Serpent himself then raised an eyebrow, "Wait how does that even justify as a respo--"

*Twip*

As you can guess, Spider-Man kept the trend of cutting Serpent's thoughts off. But this time, Spider-Man completely caught him by surprise by shooting some webbing in his face. Blinding his gaze from the road. He squirmed, letting go of the wheel completely and trying to rip the webbing off.

But that wasn't even the beginning. Then, he felt himself be grabbed by the collar and be pulled out of the now runaway car.

Spider-Man unintentionally scoffed at Serpent, "Y'Know, a good way to say you're sorry is to say it with a face to face confrontation."

But, to Spider-Man's surprise. He heard Serpent giggling again. Much to his confusion.

"And you should no better to keep your hands to yourself." Without even a second to spare. Serpent drove a diamond hand right strike right into Spider-Man's forehead. Managing to make Spider-Man let go of him and stumble back. Completely falling off the vehicle.

But, unfortunately for Serpent. The Vehicle was heading right for a building wall. His eyes narrowed, leaping up and off the speeding vehicle.

*BOOM!*

The car exploded. Causing all the police cruisers to hit the brakes and stop immediately.

Meanwhile, Serpent. Who'd just watch his ticket to getting payed tonight explode from impact. For the first time, he felt actual shock. Shock that he just blew his own mission. He surveyed the area as he was mid-air. Looking to a building, he outstretched his arm and shot out a grapple rope.

Spider-Man rose to his feet, searching for Serpent. Luckily, he was able to spot him. Already on top of a building. Because Spider-Man hadn't seen Serpent for a minute, he was led to believe he was abnormally agile.

"W-What?! How did you get up there?!" He yelled.

Serpent chuckled, "I used my wings and flew!"

Spider-Man's eyes narrowed out of annoyance. "Okay, I know that he's joking. But this guy's really starting to weird me out!" Spider-Man got a running start and leapt up towards the same building Serpent was on. Scaling the walls and making it to the top.

Serpent however, stayed put. Waiting for Spider-Man as he needed to finish the job with him. "So, who are you supposed to be anyway? The poor excuse for a wrestler." He took off his gloves and held both his fists up.

"Oh, I'm so scared." Spider-Man sarcastically said, "Wh-what, you here to square up or are you here to criticize me?"

"Ohhhhh….he's a Gen Zer!"

Serpent rolled his eyes. In a blink of an eye, he lunged towards Spider-Man. Then, completely disappearing in sight.

Spider-Man's eyes widened. "Wait, what the heck." He began searching the area, not seeing Serpent in sight. "Did-Did he just go in--" He narrowed his eyes, "My Spider-Senses are tingling." He turned around to see Serpent, somehow back in sight. Ready to drive a punch. Spider-Man reacted quick, catching the fist before it hit him.

However, that would prove to be a mistake. Serpent, matching the same reflex time as Spider-Man. Raised his left arm up and straightened out his hand. Quickly, striking Spider-Man's arm. Spider-Man screamed. Letting go of Serpent's hand clutching his bicep area.

"Is his hand made out of wood?! That felt like a bat!" He quickly raised his head and glanced at Serpent. Gritting his teeth as he painfully let go of his now aching arm.

Serpent chuckled, "Well, I did as you kids say. Square up."

Spider-Man, or rather Flash at this point. Cringed both mentally and physically, and not just because of his arm. "Wow he sounds like an Uncle."

"Wow, either you'll kill me or that line will." Spider-Man scoffed. "But now, it's my turn."

Serpent arched an eyebrow, "Oh please, do go on."

Spider-Man charged at Serpent. Jumping in the air and attempting to kick him. However, that ploy was foiled rather quickly as Serpent completely dodged it. Spider-Man didn't let that stop him though. As he began to let out a barrage of fast punches.

But, Serpent was giving him the middle finger and dodged as quickly as Spider-Man was punching.

Eventually, Serpent caught the same arm that he'd attack. Even catching Spidey by surprise. Serpent grimaced, running two fingers up his arm before flicking Spider-Man's forehead. All in one quick motion. He raised his arm up, ready to drive another strike his face.

But then, Spider-Man decided to go one step ahead of Serpent. Shooting some webbing in his face again and catching him by surprise. Making Serpent let go of Spider-Man's right arm.

He wasted no time, rushing Serpent with the opportunity. Managing land two blows. A back hand fist strike and then and a gutsy punch at Serpent's stomach.

However, as Spider-Man was about to try and knock him out with a kick. Serpent caught his foot mid way through. He began giggling.

"Well seems you've shown me one weakness." He clutched the foot tightly with both his hands before tossing Spider-Man away and making him collide into a duct. "You seem to have forgotten but. I don't need just rely on sight. Remember the stunt you pulled when you pulled me out of the car?"

Spider-Man slowly rose to his feet. Having a bit more left in him. But then suddenly, he realized something very crucial. "Wait, this isn't Canterlot Sentry! I can't stay here any longer, Aunt Thunderstar and Aunt Spark'll suspect something! No doubt freak if they find me vacant in my-their guest room. I gotta get out of here and fast!"

Flash, clenched his fists. He knew that what he was gonna do was going to dent his pride but the situation he was in was a life or death situation. He glanced up at Serpent, giving him a two finger salute. "Sorry chief but I'm gonna have to end this rather quickly!"

He began running off, firing a webline and swinging off. He grit his teeth under his mask. "URGH! I can't believe I'm doing this. I've never ran away from anyone in my life!"

Serpent watched as Spider-Man swung off. He wanted to chase after him, but that's when he suddenly realized something very crucial. "Shit! Osana's car is worth Jackshit now! I got too carried away all because of....whatever that thing is! Man the jolly one himself isn't gonna like this."

Flash, with the power of being smart and downloading locations. Manage to make it back to his Aunts home. "Oh man, if my phone didn't last up until now I'd be toast!"

Quickly he crawled through the window he'd left open and entered the room. Turning around, he quietly closed the window and crawled on the ceiling for a bit.

Getting down on the floor, he let out a sigh of relief that no one had seen him. He turned around, with the intentions to close the door and change out of his whole Spider-Man ensemble.

But as he did, he saw Firestar and . With Firestar in complete shock.

Flash's eyes widened behind the mask. "Shhhit."

…….

Author's Note

So, this fight somewhat changed compared to the original. This time, I decided that'd be more realisitic if Flash was the one to run away due to him coming to the realization that, this isn't Canterlot.

I also added small things like both his Aunts finding out he's Spider-Man through the TV
Other than that, I tried my best to remaster the whole Serpent-Spidey Skrimish.