"AHHHHH!!" Miguel screamed his face dripping with sweat, Miguel felt sore and tired. Miguel looked around and saw his mask was webbed on the wall but there was a note attached to it. "Remember, be at that forest called the Everfree by sun down. You know the rules SpiderMan,
FlipSide.
"Oh no! I have to find FlipSide!" Miguel shouted waking Rainbow Dash, Miguel grabbed his mask and before he jumped out the guest room window he felt a hand touch his shoulder. "Where are you going" Rainbow Dash asked Miguel still facing away from Dash put his mask over his head.
"I can't tell you." SpiderMan said.
The hero then pushed Dash's hand away and jumped out the window and began to swing, knowing Dash was following him SpiderMan made a sharp 180 surprising Rainbow. "Stop following me its for you safety!" SpiderMan screamed shooting webbing in Dash's eyes almost making the mare crash until a pegasus mare catched her. Rainbow Dash ripped the webbing off of her to see that SpiderMan disappeared.
</>
"BUCK!!" SpiderMan heard Rainbow Dash scream from a distance, SpiderMan honestly felt sorry for the mare but knew it was to protect her. SpiderMan began swinging again heading toward the one place that FlipSide could be. "Raven's castle. Twilight told me that place has more fortified security than Cantrolot." SpiderMan guessed that Cantrolot was that giant castle on the side of the mountain, SpiderMan told Twilight that he's seen weirder castles but doesn't like to take about them.
"It's actually not that far from Ponyville from what she said, but no one dared to step into the domain. Shock I'm gonna be the first!!"
SpiderMan arrived at his destination and began to silently sneak into the castle, jumping over the male guards that protected the castle and stopping few that would have sounded the alarm when they saw him. SpiderMan soon made it to the massive throne room and hid in the shadows listening in on a conversation from Raven and FlipSide.
"FlipSide you have proved to be most capable guardian I could have ever summoned here. When you defeat SpiderMan I will make you my personal prized student, you will train mentally and physically if you are to rise!" Raven screamed, 'wait if FlipSide defeats me he will turn into Raven's prized student. Twilight would be shocking mad.' SpiderMan thought, looking at the sun he saw it was almost sun down and FlipSide was exiting the castle. SpiderMan crashed through the window which caught Raven's attention. But before he could even chase after him Raven was stopped by his beloved Rose, the female dragon said that Raven had a bad day and that he needed to rest and stop plotting.
"Rose you might be right, I think I've had enough executions for one day." Raven said walking off with his lover.
</>
"Girls I can't find SpiderMan anywhere!" Twilight screamed, the others explained how they had no luck tracking SpiderMan's whereabouts. Rainbow Dash was worried the most. She frantically searched Ponyville over and over but still no luck, AppleJack was confused about this, she knew Rainbow Dash was the Element of Loyality but this is the tenth time she's searched. AppleJack was going to have a chat with Rainbow later but now they had to Spidey. "Found him everypony!" Pinkie said exicited, everyone turned to the mare asking in unison,
"WHERE!!" Pinkie Pie pointed toward the EverFree and everyone but Fluttershy bolted for the forest. Rainbow Dash turned toward the mare saying "COME ON!" The cyan mare grabbed Fluttershy's hand and in a flash flew after her friends.
</>
"Glad to see you took my challenge." FlipSide said to SpiderMan, the hero responded by saying "did I have a choice" both fighters clenched there fist and charged at each other starting the battle, the Mane 6 did not miss the beginning Rainbow Dash was going to intervene but was stopped by Twilight's magic.
"Stop we'll jump in when we are needed. If he didn't want us to come then it was for a good reason, back to the battle FlipSide tried to punch SpiderMan in the stomach but the spider like hero dodged countering with a punch to FlipSide's stomach, SpiderMan then followed by shooting webbing in FlipSide's eyes and kicking the android in the head. FlipSide took the webbing off punched SpiderMan in the nose and kicking him in the knee, SpiderMan placed his good knee on the ground giving FlipSide the opening to grab SpiderMan with his sticking powers and throw him into a tree. SpiderMan shook the pain off and web pulled FlipSide toward him and kicking his ear. This made a dent in the androids head and SpiderMan used that dent to his advantage, unleashing a series of punches and kicks to that one spot made FlipSide more aggressive.
"DIE SPIDERMAN!!"
FlipSide tackled SpiderMan shooting webbing in his eyes and stood up. The android grabbed SpiderMan by the chest pulling his costume raising him high in the air, FlipSide then slammed SpiderMan's head into the ground making a chilling CRACK! Rainbow Dash couldn't take anymore of this and dived after FlipSide, the villain grabbed Dash by the throat and smashed her head against Spidey's. The others attacked as well Twilight used her magic to blast FlipSide in the chest and AppleJack kicked him in the face, Pinkie Pie used her Party Cannon as a weapon shooting a birthday cake at FlipSide firing his circuits. Rainbow Dash stood up and flew high in the air, coming back down Twilight teleported everypony but FlipSide away from the impact. SpiderMan stood up rubbing his head only to see a giant sonic rainboom occur.
"WOAH!!"
SpiderMan saw that something small was headed toward them it was FlipSide's severed head. It began to spark to life until SpiderMan stomped on it making any return for FlipSide impossible, Rainbow Dash flew toward SpiderMan tackling the hero to the ground "never EVER RUN OFF LIKE THAT AGAIN! YOU COULD HAVE DIED!" She screamed at him her muzzle coming to contact with his nose, SpiderMan laughed as the cyan mare gave him a agitated look. "Who was that guy anyway?" Rainbow Dash asked getting off of SpiderMan.
"It's a long story" SpiderMan said.
"I'll explain it when we're home" SpiderMan and the Mane 6 than walked towards Ponyville leaving the smashed pieces of FlipSide behind, all's well that ends well right.
</>
"DAMNIT, DAMNIT, DAMNIT!!" Raven screamed after watching the battle, "my lord if I may suggest a villain for SpiderMan to fight" Raven's butler asked, Raven was out of idea's so he sat on his throne and said,
"what is your suggestion" the butler pointed toward a scientist who smiled widely, in a jar he a black substance in it that was alive Raven looked at the goo further and the scientist said.
"Venom 2099."