Spidey moaned as he rolled over. He stagged as he tried to stand up despite the aches and pains in his body. He then felt being lifted to his feet by two familiar hands on him and noticed his surroundings. He was in a grassy field filled with flowers. A dark forest was nearby and a big white castle stood far away.

Spidey's mask removed to the neck line and his cap was back on but wearing black goggles and his friends were with him: The Justice League, Sonic, Pikachu, Krypto, the digimon group and the ones were lifting up to his feet were Clark and Diana.

"Thanks guys." Spidey say as they nodded and Pikachu jumped onto his shoulder and Spidey looked at him and patted him on the head earning a happy squeak from him.

"What is this place y'all? How did we get here? Let's see...I remember going to school for the last day, meeting Gwen and Peter, meeting MJ, finding that cloaked lady in the locker room, fighting those black monsters at the cafeteria, leading them to a building and we're fight them, they attacked the city...wait a minute. Our home! Eeveryone else! My friends! MJ! What's become of them! Oh craping God, we hope they're ok! But what am we gonna do? We don't even know where we are!" Spidey says rambling.

He stopped talking when they heard a woman's scream. It was coming from the dark forest. They ran inside the dark forest, searching for that someone who had been screaming. Tree had evil looking grins and branches that looked like arms that were reaching out to grab someone. Spidey was not scared at first because he was teached by Bruce not to fear anything, but they heard the woman's scream again. They kept running through the woods when they came to an opening.

There was a young lady with short black hair, pale white skin, red lips, and wore a yellow and blue dress, and had a red bow in her hair. She was surrounded by those black shadow creatures.

"Agumon, Guilmon! go now and help her! Pikachu use Thunderbolt on these creatures if I missed any and everyone else attacked." Spidey tells them and they nodded and they run out at them and Pikachu jumped high into the air.

"Pepper breath." Agumon said, before releasing a fireball towards the creature.

"Pyro Sphere." Guilmon said, before releasing a red fireball towards them.

"Pika-CHUU!" Lightning erupted from the rodent Pokemon's cheeks and aimed directly at the creautres. The electricity hit the creatures along with the two fireballs and eliminated some of the creatures.

Spidey slashed them with his katana while everyone else used their powers before they could harm the poor lady. When the shadow creatures were gone, the lady passed out onto the ground and cried. Spidey and everyone else walked over to the lady and Spidey knelt down beside her.

"What's the matter miss?" Spidey asked in concerned.

"Those trees tried to grab me. And then there were those monsters who tried to hurt me." The young lady said.

"It's ok. We got rid of them. You don't have to be afraid anymore." Spidey says with a smile.

The young lady looked up at Spidey and his friends with a mouse on his shoulder, with frightened teary eyes. Spidey held out his hand to help the lady to her feet.

"Oh, thank you, um-" The young lady said not knowing their names.

"My name's Spidey. My friends Superman, Batman, Wonder Woman, Green Lantern, Shayera Hol, Flash, Sonic, Pikachu, Zatanna, J'onn, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, and Krypto." Spidey tell her their names.

"My name's Snow White." Snow White say.

That name in Spidey's head hit him for a loop due to he read fairytales book and this is one of them.

'Snow White. I heard of that story when my aunt and uncle read to me about them.' Spidey thought.

"What are you doing out here all by yourself?" Diana asked in conerned.

"I ran away because my stepmother, the Queen, wanted me killed." Snow White tell told them.

"Why?" Terriermon asked from Spidey's right shoulder while Pikachu on Spidey's left shoulder, Patamon on his head and Spidey carring Gomamon in his arms.

"The Huntsman told me that she was jealous of me." Snow White tell him.

"I see. Now, how do we get out of these woods?" J'onn asked in his calm tone voice.

A few birds nearby chriped to Snow White and Spidey and his friends.

"They said they know a cottage where we go to stay." Snow White tell them.

"How do you understand birds? (Snow Whites leaves) Uh, never mind." John Steward say confused.

Snow White and Spidey and his friends followed the animals through the forest until they came to a cottage. When they entered, it was dark and dusty.

"This whole place is dusty. The dishes haven't been washed, the broom is covered with cobwebs as well as the walls and ceiling." Zatanna says in scarsm.

"I wonder who lives here." Snow White says looking around the place.

"Well, there are seven little chairs, so maybe seven people." Spidey say counted the chairs around the table.

"Perhaps seven little children live here." Snow White say.

"Why would children live here when they should've been cleaning up this dump so their mama won't scold them?" Flash say.

"Maybe they have no mother. I know! I'll clean up the place until they return." Snow White say.

"We'll help too." Diana offered her help to clean this place up.

"Oh, how sweet of you." Snow White say with a smile.

Spidey, Clark, Bruce, Diana, Wally, Sonic, Pikachu, J'onn, John, Shayera, Agumon, Guilmon, Gabumon, Biymon, Terriermon, Reneamon, Tentomon, Palmon, Zatanna, Gomamon, Patamon, Gatomon, and Krypto helped Snow White and the forest animals sweep, wash, and dust the cottage until it got dark. Some took a nap on the seven little beds upstairs while the others sit down on the floor against the wall sleeping.

What they didn't know was that returning home from working in the mines were seven little Dwarfs named Doc, Grumpy, Bashful, Sleepy, Sneezy, Happy, and Dopey. Donald and Goofy saw them marching home and followed them. The dwarfs saw the lights were on in the cottage and crept towards it quietly. The forest animals heard the Dwarfs coming and they quickly hid in the woods and watched them.

When the Dwarfs got inside, they were surprised to see that the cottage was clean. Then they heard snoring upstairs. Carefully, they walked up the stairs and into their bedrooms. They Spidey, Clark, Diana, Bruce, J'onn, Guilmon, Agumon, Gabumon, Terriermon, Reneamon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Sonic, Wally, John, Zatanna, Shayera, Pikachu, and Snow White laying their beds sleeping while the others layed against the wall.

At that moment, Spidey's spider sense goes off weakly meaning they friendly and everyone else began to wake up. Snow White was surprised expect for everyone else to see the seven Dwarfs gazing at them.

"Why...why you're little men." Snow White say upon seeing them.

"Who are you?" Spidey asked.

"We should be asking you the same thing? Who are you and what are you doing here?" Grumpy asked.

"Please don't be mad. We were lost in the woods and found your cottage and we cleaned it." Snow White tell them.

"Well, thank you for cleaning our cottage, Miss-" Doc says not known of her name.

"I'm Snow White." Snow White introduced herself.

"Snow White!" Doc say in shock.

"The princess?!" The Dwarfs say in unsion.

"You're a princess?" Spidey and Diana asked.

"That's right." Snow White say to them.

"Well my dear princess, we're honored to have you in our home. And who's your friends?" Doc asked looking at the band of superheroes and digimon.

"That is Spidey, Superman, Batman, Wonder Woman, J'onn, Guilmon, Agumon, Gabumon, Terriermon, Reneamon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Sonic, Green Lantern, Zatanna, Shayera, Krypto, and Pikachu." Snow White tell them.

"Hello. And what are your names?" Spidey asked.

"My name's Doc." Doc say.

Twirls his beard while blushing. "My name's Bashful." Bashful says.

"I'm Sleepy." Sleepy yawns.

"My name's Sneezy...Ah-choo!" Sneezy says before sneezing which Zatanna use her magic to product a napkin for him and blow it into it.

"My name'e Happy. And this Dopey. He doesn't talk." Happy says in a happy tone and points at Dopey.

Dopey nodded. The last Dwarf had his arms crossed and looked angry.

"You must be Grumpy." Snow White says looking at him.

"No wonder he's so grumpy." Zatanna says and giggles.

"Aw, shut up! Now get out of here!" Grumpy yelled not knowing a dark shadow looming over him.

"Uh dude, whatever you do don't look to your right." Spidey says and pointed behind him.

"Why is that?" Grumpy asked in a angry tone.

"Because Batman is right behind you." Flash said with his Flash smile.

Grumpy looked to his right side and saw Batman giving him his famous Bat-Glare with the white eyes narrowed and black mask leaving his mouth opened and Grumpy's angry disappeared in a second.

"Told you man do not get angry or Batman will give you a glare so nasty you turn white as a ghost." Spidey light laughed.

Batman then rise up and walked away from them and stand by Spidey's side.

"Please don't send us away. If you do, she'll kill me." Snow White pleaded.

"Who will kill ya?" Doc asked.

"My stepmother, the Queen." Snow White say.

"The Queen?!" They said in unison.

"She's an old witch! But I'm warning ya! If the Queen finds her here, she'll swoop down and wreck her vengeance on us!" Grumpy say.

"But she doesn't know where I am." Snow White say afraid of the Queen.

"She don't, eh? She knows everything. She's full of black magic. She could even make herself invisible. Might be in this room, right now." Grumpy saying looking around the room.

Dopey looked underneath Happy's beard to see if anything was there, but Happy bopped him in the face.

"Oh, she'll never find me here. And if you let us stay, we'll house keep for you. We'll wash and sew and sweep and cook-" Snow White say but cutted off by the Dwarfs.

"COOK?!" They said.

"Can make you make dapple lumpkins?" Doc asked in a child way.

"It's apple dumplings!" Grumpy yelled.

"Uh yes. Apple dumplings." Doc say.

"Yes, and plum pudding and gooseberyy pie." Snow White says.

"I can cook too. And me and my friends help out with the chores Snow White does, if you don't mind." Spidey says and they looked at him because Spidey is a very good cook in the kitchen.

"Hooray! They stay!" The Dwarfs said.

Arount that time, Donald and Goofy had arrived in Dwarf Woodlands.

"Gawsh, sure is pretty here." Goofy said in awe.

"This is no time enjoy the scenery. We have to find that key." Donald tell him.

Pluto sniffed the ground trying to catch a scent. He caught one and he growled.

"What is it, Pluto?" Goofy asked.

He pointed towards the big castle in the distance.

In the castle, Queen Grimhilde was talking to her magic mirror. She was holding a red box in her hands. Pete was in the room too.

"Magic mirror on the wall, who now is the fairest one of all?" Queen Grimhilde asked.

"Over the seven hills...in the cottage of the seven Dwarfs...dwells Snow White...fairest of all." The mirror tell her.

"But she's dead, ain't she?" Pete asked.

"Yes. Snow White lies dead in the forest. The huntsman has brought me proof. Behold, her heart." Queen Grimhilde say and put up the box up to his face.

She opened the box and showed it to the mirror. Pete looked into the box and gagged.

"Snow White still lives...fairest in the land...tis the heart of a pig you hold in your hand." The mirror tell her.

"The heart of a pig?! And I've been tricked!" Grimhilde shouted in anger.

And she walked off, angrily. Pete followed her from behind. Queen Grimhilde walked down the steps to her laboratory with Pete catching up to her. Donald, Goofy, and Pluto peered through a window, watching Pete and the Queen.

"The heart of a pig! The blundering fool!" The Queen yelled.

She tossed the box away, angrily.

"Hey listen, Queenie. It's not over, you can still kill her. With the use of the Heartless, you can get rid of Snow White and become the fairest in the land. That is if the person with the key doesn't show up. He could be trouble." Pete tell her unknown to him that person with the key is Spidey and his Star Saber key (feather) attached to it.

Queen Grimhilde thought for a moment, and then grinned evilly.

"Yes, you're right. I'll go myself to the Dwarfs' cottage in a disguise so complete, no one will ever suspect. And you shall stop this someone with the key from interfering with the Heartless." Grimhilde tell him.

She took a magic book of disguises from the shelf and read it.

"But what are you going to turn yourself into?" Pete asked in a curious tone.

"I will change myself into an old peddler. Now let's see..." Grimhilde say and looking in the book.

As she read through the book, she instructed Pete to bring her magic spells.

"Mummy Dust...to make me old. To shroud my clothes...Black of Night. To age my voice...an Old Hag's Cackle." Grimhilde say.

She turned the handle and the sound of an old hag cackling sounded through the tubes. The drops fell into the cup.

"To whiten my hair...a Scream of Fright." Grimhilde say.

She switched the handle of a pot and as the potion turned green, a loud scream echoed throughout the room. Pete covered his ears until the scream died down. Donald, Goofy, and Pluto also held their ears until the screaming stopped. Then Queen Grimhilde held the cup to the window, the one where Donald, Goofy, and Pluto were. They ducked down as she approached the window.

"A blast of wind...to fan my age!" Queen Grimhilde yelled.

Wind was blowing throughout the room. It blew Pete and the raven towards the wall.

"The thunderbolt...to mix it well." Queen Grimhilde say and a lightning bolt lit up the room, and the potion bubbled and steamed.

"Now...begin thy magic spell." Queen Grimhilde say.

The raven and Pete looked on nervously as they watched Queen Grimhilde drink the spell. Suddenly, she dropped the glass to the floor and held her neck, breathing frantically. Lightning and thunder boomed through the sky. The Queen's hair turned from black to white, her smooth hands turned wrinkled with long fingernails, and her clothes turned black. Then everything became quiet. Donald, Goofy, and Pluto watched and waited to see what would happen. Pete walked carefully towards the figure in black.

"Uh, Queenie?" Pete asked.

The figure, who covered her face, turned towards Pete, cackling. When she revealed her face, Pete screamed and fell back, as did the raven that hid in an empty skull. It was no longer the Queen; in her place was old, ugly and scary looking woman. Donald, Goofy, and Pluto were also terrified.

"Well, what do you think?" The Queen who now an old hag say.

"It's...uh...prefect." Pete frightened by her appearnce.

"And now...a special sort of death, for one so fair. Ah! A poisoned apple, sleeping death." Old Hag say and scans her book.

"How is that gonna work?" Pete asked.

"It's says here that one taste of the poison apple and the victim's eyes will close forever in the Sleeping Death." Old Hag says.

The Old Hag picked up an orange apple, and dipped it into a magic brew she made. When she pulled out the apple, there was an skull's face on the fruit.

"Look! On the skin. The symbol of what lies within. Now...turn red, to tempt Snow White, to make her hunger for a bite." Old Hag says.

The apple turned blood red. The Old Hag showed it to Pete.

"You want a bite?" Old Hag faking offered the apple.

"Ah! No thank you!" Pete says and backs against the wall with the raven.

"It's not for you, it's for Snow White. When she breaks the tender peel, to taste the apple in my hand, her breathe will still...her blood congeal...then I'll be fairest in the land!" Old Hag says in victor tone.

As she cackled, Pete looked through the book and his eyes caught something in the book.

"Wait a minute! There's an antidote." Pete told her and her laugh stop and looked at him.

"What? Let me see that." Old Hag asked.

She looked in the book, and her eyes widened.

"It says the victim of the Sleeping Death can be revived only by Love's First Kiss. Love's First Kiss? Bah!" She yelled and slams the book shut.

"But what if some good looking guy came around and woke Snow White with one smooch?" Pete asked.

"Don't worry. The Dwarfs will think she's dead. She'll be buried alive!" She cackled evilly.

"What'll we do, Donald?" Goofy whispers.

"We should find this Snow White girl and warn her." Donald tell him.

But standing behind them were a group of solider Heartless. They lunged at Donald, Goofy, and Pluto, knocking them out cold.

The next morning, the seven dwarfs left to work at the mines. Doc asked Spidey and his friends to stay and watch over Snow White if anything happened. Snow White was busy making gooseberry pie for Grumpy.

"You think Grumpy's gonna like this?" Spidey asked.

"I hope so. Do you wanna help?" Snow White asked.

"Yeah, I love to help you." Spidey say with a smile.

While they both worked on the pie, a shadow Heartless appeared near the cottage setting Spidey's spider sense off.

"Oh no! Snow White, you stay here! I'll be right back! Diana can you help me with something!" Spidey say and Diana went with Spidey.

Spidey and Diana charged after the Heartless. But the Heartless fell back, leading them farther and farther away from the cottage. As soon as Spidey and Diana had gone, the Old Hag appeared at the window, surprising Snow White.

At the Queen's castle, Donald, Goofy, and Pluto were in a dungeon.

"I wanna get outta here, Donald! This place is spooky!" Goofy asked scared.

"Ah phooey. I'm no scared-" Donald say not scared until this happened.

But when he bumped into a skeleton still chained to the wall, Donald made a terrified squawk and landed on Goofy's back.

"I thought you said you weren't scared." Goofy smirked.

"Aw, forget it! We need to get outta here!" Donald yelled.

He looked at his magic wand and an idea came to him. He blasted a Blizzard spell to freeze the bars. The prison bars were now frozen icicles, which suddenly shattered to tiny pieces.

"Good idea, Donald!" Goofy said happy.

"Now let's go!" Donald tell him.

They left the castle and went to find Snow White.

Meanwhile, Spidey and Diana had chased the Heartless flew and web swinged all the way to the Dwarfs' diamond mine. The Heartless disappeared, and Spidey and Diana landed on the ground and Spidey sat down on a rock, trying to catch his breath. The Dwarfs were busy pulling a mine cart when they saw Spidey and Diana.

"What are you doing here? You two supposed to be keeping an eye on Snow White." Doc say.

"I was and don't worry about her my friends watched her, but those monsters showed up and-" Spidey say but was cut off.

Just then, the forest animals showed up. They tried to force the Dwarfs and Spidey and Diana to go with them, but the Dwarfs didn't understand expect for Diana and Spidey.

"Go away! Shoo!" Grumpy said to them trying to tell them to git.

"What's wrong with those crazy critters?" Doc asked.

Suddenly Sonic show up at a high rate speed and whispered to Spidey and Diana what happened at the cottage.

"Maybe the old's Queen's got Snow White." Sleepy said before yawning.

That's when the Dwarfs got the picture.

"THE QUEEN!" Doc yelled.

"SNOW WHITE!" The Dwarfs yelled.

"That's why those monster led us away from the cottage! I should've seen it coming!" Diana say.

"The Queen'll kill her! We gotta save her!" Grumpy say in determination.

"I don't think so!" A voice heard from behind.

Everyone turned to see Pete standing before them.

"Queenie sent the Heartless as a distraction to get to your precious Snow White. If you wanna save her, you'll have to get past me." Pete said.

"That can arranged you big fat sucker." Spidey say smiling darkly and cracking his knuckles and bring out his katana and bullwhip dropping the whip to the ground but helding on the handle and ready to beat up Pete right here right now and his mask came on again.

Then, out of nowhere, Donald and Goofy lunged at Pete, knocking him to the ground. All three lay on the ground, dazed. When Donald and Goofy recovered, they saw the feather on Spidey's Star Saber signaling them on the symbol of a keyblade symbol in Spidey's hand. Spidey wounded up his whip and clipped on the holster but still held out the blade.

"The key!" Donald/Goofy said in shock.

Spidey's mask removed to the neck line. "Are you alright mates?" Spidey asked.

They looked up and saw Spidey standing over them. Donald and Goofy were surprised to see that the person who holds the key feather attached to a katana to their problems was a boy, a very cheerful one and determined to save anyone in fact. They stood up, brushed themselves off, and greeted him.

"Howdy sir." Goofy greeted him.

"H-hello." Donald say in awe.

"Who are you?" Diana asked.

"We don't have time for introductions! We gotta save Snow White!" Grumpy said.

The Dwarfs jumped onto some deer and rode off, but Spidey ran with his superhuman of 200 mph and steathed his blade and bring out his Cpatian America shield on his forearm strapped on his right arm, Sonic run with his speed, Diana flew towards the cottage and Donald and Goofy rode on some deer. The stampede of animals and superhuman's alike trampled Pete as they rode and run over him. They rode and ran through the forest as quick as they could to get to the cottage.

But they were too late. The Old Hag tricked Snow White into eating the poisoned apple, and Snow White dropped to the floor. The apple rolled out of her hand. The Old Hag cackled with glee. Outside, it began to rain. A storm was coming.

"Now I'll be fairest in the land!" The Old Hag smiled in victory.

As she left the cottage, she saw the Dwarfs, Spidey with a shield on his forearm, Diana flew in the air, Sonic running then Superman, Batman, J'onn, John, Shayera, Flash, Pikachu, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Krypto, Donald, and Goofy coming with the animals. She ran off into the woods. As they ran past the cottage, Spidey caught a glimpse of Snow White on the floor and was shocked.

The Old Hag ran as fast as she could through the woods with the Dwarfs, the animals, Spidey, the Justice League, Sonic, digimon, Donald, Goofy and Krypto right behind her. The Old Hag climbed up a rocky mountain to get away. Spidey jumped and sticked his hands and feet to the wall and crawling after her, Superman grab some of the digimon and flew up after Spidey, Batman grabbed Gomamon and pulled out a grappler and shoot it up to the rocks and pulled him up, Green made a green platform picking up the Dwarfs and Flash and Sonic and flew up, J'onn has Pikachu on his shoulder and flew up with them, Diana picked Donald and Goofy by the hands and flew up, Krypto fly up going after her.

Finally, the Old Hag reached the top of the cliff. But there was nowhere to go. Two vultures sat on the top of a tree watching her.

"I'm trapped! What'll I do? The meddling little fools!" Old Hag yelled.

As the group got closer to her, the Old Hag picked up a long branch and attempted to push a big boulder onto the group.

"I'll get you! I'll crush your bones!" Old Hag yelled in angry.

But Batman reached up first and put the seal digimon on the ground and the Old Hag looked at him and look in fear at the man's powerful frame and black clothing with a yellow belt on his waist.

The group stopped when they saw what the Old Hag was doing but saw Batman glaring at her.

"Look out!" Grumpy yelled.

"It's gonna fall on us!" Goofy yelled.

Before the Old Hag could push that boulder, Spidey pulled out his katana and unleashed a powerful blue matrix wave, which sliced the cliff where the Old Hag stood. It broke, and Batman jumped back and grabbing Gomamon and leaping back. It broke, and the Old Hag fell off the cliff, screaming. The boulder tumbled down after her. Everyone looked over the cliff as two vultures flew down to her body at the bottom of the cliff.

Later that day, there was a funeral for Snow White. She was put in a glass coffin; flowers were placed around her coffin. The dwarfs sobbed, the animals lowered their heads sadly, Donald and Goofy hugged each other and cried. Spidey put his cap over his eyes cried sliently the most while everyone else stands behind him. Just then, handsome prince, who was riding his horse nearby, saw what was going on and came over.

"Who are you?" Donald asked.

"I was riding through the woods when I heard crying. What's happened to this girl? I've met her before." The prince say.

"Really?" Sonic asked.

"Yes. What happened to her?" The prince asked.

"The Queen tricked her into eating a poison apple." Goofy say.

"Oh no." The prince say in sorrow.

The Prince walked over to Snow White's lifeless body. He leaned down and kissed. Then he knelt down and lowered his head.

For a moment, everything was silent. Then Snow White's eyes began to open, and she moved. Everyone gasped expect for Batman and Spidey Batman give a small smile and Spidey smile. Snow White sat up and stretched. She was alive.

Then the Prince gently lifted Snow White into his arms. The Dwarfs, the animals, Spidey, Justice League, digimon, Pikachu, Sonic, Donald, Krypto, and Goofy cheered, danced, high-five, and jumped for joy.

The Prince invited Snow White to come with him to his castle, and she said yes. She kissed the Dwarfs goodbye and hugged Spidey goodbye. Then the Prince lifted Snow White onto his horse and they both rode away. They all waved goodbye and see you later to her.

Spidey, Donald, Goofy, Superman, Batman, Wonder Woman, J'onn, Flash, Shayera, Zatanna, John, Pikachu, Krypto, Guilmon, Agumon, Terriermon, Reneamon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon goodbye to the dwarfs and left the cottage. When they got to the Queen's castle, Donald and Goofy explained everything to Spidey and his friends.

"So, you were looking for me?" Spidey asked.

"Uh-huh." They said.

"And those little monsters are called Heartless because they feed on people's hearts, right?" Superman asked.

"That's right! They're attracted to the darkness in someone's heart. And they say that there's darkness in every heart. But it's your heart they're really after, because you have the key." Goofy said and pointed at Spidey's Star Saber sword.

"First of all, this world you're in is very far away from Earth with your friends. No one was supposed to know about it because it's a secret. It's been a secret because it's never been connected, until years ago. The other worlds on our planet haven't been connected either so they don't know of another world's existence, or ours. But when the Heartless came, it changed everything." Donald tell him.

"How could all of this happen? I was laying down at Central Park when...wait! What about our home? My friends? The last I saw of it was when so many Heartless came falling from the sky and attacked everyone! You don't suppose that-" Spidey said.

Donald and Goofy looked at him sadly. Spidey lowered his head. His home was gone, his friends were gone.

The Pluto barked loudly to get their attention. He led them into the castle and into a room where they found was the Queen's magic mirror. They were a bit freaked out by this creepy looking face inside the mirror.

"W-Who are you?" Spidey asked.

"I was the Queen's private mirror. But now she's gone, my service is done. Adieu, Ultimate hero and Chosen Wielder of the Key." The mirror say.

The mirror's face vanished and a keyhole appeared in the mirror. Spidey's Star Saber began to glow and a matrix energy shot out from the tip of the katana and into the keyhole. A locking sound was heard and the keyhole vanished.

"W-What the crap was that?" Spidey asked.

"You just locked the keyhole to this world." Donald tell him.

"Huh?" Spidey say confused.

"Pika." Pikachu agreed with him.

"All the worlds on our planet each have a keyhole, which leads to the heart of that world. If you don't lock all of them, the Heartless will find those keyholes and those worlds will disappear forever!" Goofy told them.

"That's awful!" Diana say in shock.

"Well, now that you're here, we can go to other worlds on our vessel." Goofy say with a comforting smile.

"I wonder if I can find MJ. She fell through a black hole when I tried to save her." Spidey said with a frown.

"Of course we'll find her." Donald say and Goofy pulled Donald and spoked quietly.

"Are you sure?" Goofy whispers not knowing Superman can hear them.

"Who knows? But we need him and his friends to come with us to help find the King." Donald whispers back.

Spidey didn't hear them. He was too busy swinging his Star Saber around but not enough to set off any matrix waves in a fit of laughes like a little boy.

'I get to have an adventure! (laughs) just think of all the exciting things I can do, and see all the amazing worlds out there! It's like a dream come true from a video game!' Spidey thought and put back his blade.

"But you can't come dressed like that. What is that anyway?" Donald asked looking at Spidey's costume.

"It's my Spider-Man costume." Spidey told them.

"Spider-Man? What you mean Spider-Man-" Donald asked and they got their answer as Spidey jumped from the ground and flip in the air and stuck to the wall like a spider.

"See I mean y'all Spider-Man as in powers of a spider." Spidey smirked and they nodded not even going to change his clothes.

Spidey jumped down and suddenly, in a flash of light, they were transported up to the Gummi ship. Pluto was already on board, with Jimmy, Tinkerbell, Chip, and Dale.

"Who are they?" Diana asked.

"This is Chip and Dale, the engineers of our ship. This Pluto, the King's dog. And this is Jimmy and Tinkerbell, our two chroniclers." Goofy say and introduce to them.

"Pleased to make your acquaintance, sir." Jimmy say.

Tinkerball then flew up to Spidey's face and Spidey saw her with a ability that if anything is about that small known as the eye of sniper and saw her is a pixie.

"She's the size of Nanomech." Spidey say Donald and Goofy were confused.

"Nanomech who is that?" Goofy asked.

Spidey then brings up his left arm and the nanotech revealed the Ultimatrix and the two looked at the green gaunlet watch on Spidey's wrist.

"What is that?" Jimmy asked and jumped up onto Spidey's left wrist and looking at the device.

Spidey explain this watch is powerful and explained what it does and powers and they were shocked at the device doing something like.

They nodded.

Pluto licked Spidey's face as he laughed and Pluto noticed a white dog with them and Krypto sniffed each other and they bark happliy.

"Looks your King's dog got a playmate with him." Spidey laugh.

"Hi there, man! I'm Dale!" Dale say.

"And I'm Chip! Welcome aboard!" Chip say.

"Thanks mates. And what are your names? I forgot to ask." Spidey asked.

"I'm Donald Duck." Donald say with a smile.

"Name's Goofy." Goofy smile.

"I'm Spidey Parker or Spider-Man in costume. And my buddy Pikachu." Spidey say with a smile.

"Pikachu." Pikachu squeaked in a happy tone.

"Clark Kent or Kal-El or Superman." Clark say with a smile.

Batman pulled off his mask revealing a short hair jet-black, with piercing cobalt-blue eyes. "Bruce Wanye." Bruce say with a smile and then pulled on his mask.

"Princess Diana of Themesycra or Wonder Woman." Diana smiled her kind smile.

"John Steward or Green Lantern." John smiled.

"Shayera Hol or Hawkgirl." Shayera say with a smile.

"J'onn Jonzz or known as Martian Manhunter." J'onn smiled.

"Flash or Wally West." Flash pulled off his mask and revealed a shorted haired red-orange and light blue eyes and pulled on his mask.

"Zatanna." Zatanna said with a tipped of her top hat and winked.

"Sonic, Sonic The Hedgehog." Sonic cheered.

"Guilmon." Guilmon say.

"Terriermon." Terriermon say with a smile.

"Reneamon." Reneamon say with a small smile.

"Agumon." Agumon said with a smile.

"Gabumon." Gabumon said with a wave and smile.

"Biyomon." Biyomon said with a smile.

"Tentomon." Tentomon smiled even not having a mouth he nods.

"Palmon." Palmon said and smile.

"Gomamon." Gomamon said from Spidey's arms.

"Patamon." Patamon said with a smile.

"Gatomon." Gatomon said with a smile.

"Arf!" Krypto barked his name in a happy tone and his tail wiggling.

They all put their hands together.

"All for one and one for all!" Goofy yelled.

Meanwhile...

"That little squirt took down that Heartless! Who'd have thought it!" Hades said at a round table.

"Such is the power of the sword. The boy's strength is not his own from that sword." Jafar said.

"Why don't we turn him into a Heartless? That'll settle things quick enough." Urusla say.

"And the bart's friends are the King's lackeys and his own friends. Swoggle me eyes! They're all bilge rats by the looks of them." Captain Hook say.

"Well, you're no prize yourself." Scar said.

"Shut up, cat!" Captain Hook yelled.

"If you lay a hook on me, I'll tear off your other hand!" Scar yelled back.

"Enough! The keyblade feather has chosen him. Will it be he who conquers the Darkness, or will the Darkness swallow him? Either way, he could be quite useful." Maleficent say.

"Useful or not, I want him brought to me. Spread the word. He holds something very precious, which we need for our goal. And it's the not his blade." The ? figure say.