Issue 7: Venomous

White Space Manhattan

"What time is it?" Spider-Man Prime, swinging through the colorless city, asked as his friends make their way to upstate New York towards their next mission.

"We exist in a world outside of time. It's impossible tell how long we've been here. Weeks or months might have passed as far as I know." Spider-Man 2099 replied.

"I'm sure it's been like a few hours." Peter said.

"So why you'd asked then?"

"Because I just noticed my clock isn't working." Peter taps his watch, seeing the clock is in the fritz and showing random symbols.

On the Spider-Mobile, the Tails just finished their analysis of this zone and begins informing their friends what they've learned. "So I think we've pieced together more of what's happening…and it's not good," Modern Tails was interrupted by a loud earthquake which so happens to belong to the Time Eater. The mysterious time beast exits from its Time Hole to give the heroes a quick scare before flying into another Time Hole.

"When that thing goes through time it tears space apart, which is why Manhattan is empty and dead, stuck in this weird white limbo." Classic Tails started explaining.

"When the Sonics accelerate through time they fix space, returning color and life, leaving the Spider-Men to swing in and correct history, returning the heart and spirit to the world." Modern Tails explained.

"That makes no sense but I'm inclined to believe it." Peter joked.

"Then I guess we have to run like there's no tomorrow, or there won't be a tomorrow!" Modern Sonic shares a nod with his younger self.

"How close are we to the Time Hole?" Classic Sonic asked.

"We're just about there, at the Xavier Institute." Lyla answered.

Right on que, the time-saving heroes arrive at the entrance of the Xavier Institute, home to the mutants. Peter opens the colorless gates and they start walking forward, passing by the numerous mutants drained of color and left like statues. "So what's this place about?" Classic Sonic asked.

Peter begins explaining, "This is the home for the mutants. They're different from humans, which leads to them getting discriminated by the world."

"So they're like Faunus?" Kid Blake asked.

"Yeah. They're your dimensional cousins," Peter answered while Kid Ruby, Kid Yang, and Classic Tails check out the different mutant statues in the courtyard, "Charles Xavier spent years trying to bridge the gap between humans and mutants. It's been getting better, much thanks to the X-Men. I'm sure in a few more years, mutants will be seen in a brighter light."

They then find a time portal, as well as three more friends drained into statues. "I assume these are more of our friends?" Kid Weiss asked.

"Mm-hmm. These are Espio, Ilia, and Kitty Pyrde. Kitty is one of the X-Men." Modern Tails answered.

"Let's not waste any more time." Modern Sonic tightens his glove.

"Please tell me that was unintentional?" Miguel asked as they take the Spider-Mobile into the past once more.

Seaside Hill

BGM-Sonic Generations OST-Seaside Hill (Modern)

The portal opens in a gorgeous seaside island with checkerboard-designed cliffs, nearby some ancient ruins. The gang race out of the portal and begin venturing through the island. "Looks like this zone is a little more stable. We just need to find the portal here that'll take us to the change in history," Miguel informed the group, "So Sonic. Care to tell us where we are this time?" He asked the teenage hedgehog.

"Was that a pun?" Modern Sonic smirks while quickly dispatching Egg Pawns and Spinners.

"N-No. I didn't mean it. Completely unintentional." Miguel retorted.

"Haha. Yeah I remember this place. This is Seaside Hill. Me, Tails, and Knuckles traveled through here when Metal Sonic took over the Eggman Empire. At the end of day, we kicked his butt after he turned into a giant dragon monster thing." Sonic grinned.

"I'm looking forward to that adventure." Classic Sonic smiled.

"You're getting a taste of it now. This place is sweet. Just avoid the water." Modern Sonic advised.

"Don't have to tell me twice." C. Sonic replied.

BGM End

Peter was showing off his spectacular parkour skills on the moving ruins when his Spider-Sense tingles to a person in danger. "Is someone in trouble?" He asked himself. He sticks to a wall and looks down to see a squadron of Egg Pawns about to surround a beautiful young, human woman. She appears to have fair skin, pale blonde hair, and light blue eyes. Her hair is wore down, with a small section of it tied into a small bun that traits some of the hair down below it. Most of her bangs were tied back, aside from a large lock that framed her face to her left. She wore a white, sleeveless shirt with a raised, pale blue collar and a blue rhombus-shaped crystal on the upper chest. Her long, high-waisted skirt was white with a faint purple tint and a purple sash around the waist. For accessories, she wore gray, circular earrings and a pair of dull brown bracers, and her long fingernails were painted pale lilac. She's also seen holding a staff with a green crystal attached on the top.

"That's woman in trouble. Better go help out," Peter told himself, "Guys! Over here," He shouted to his friends to follow him as he drops down.

The Egg Pawns slowly approach the young maiden with their weapons aimed at the defenseless lady. But this woman doesn't seem that defenseless. She stands her ground and charges up a red energy in her hands. Just as she's about to attack, Spider-Man Prime stomps down on an Egg Pawn.

"Huh?" She gasped.

"Don't worry, miss. We got this." Peter assured her as the rest of his friends show up to help. "Trying to attack a lady isn't the best way to ask for a date. Then again who am I to talk, I'm not an expert either," The webhead quips as he destroys two Egg Pawns. Miguel slashes and the Sonics spin attacks some Pawns. Even the Tails get in on the action using their tails, all while Kid RWBY enjoy the show from the Spider-Mobile.

"Think that's all of them." Classic Sonic said after destroying the last Egg Pawn.

Peter walks up to the lady they just saved, "Are you alright, miss?"

"Yes. Thank you. Though I'm confident I could've taken them on myself." The Lady replied.

"I'm sure you would. Any reason why you're here?" Peter asked.

The Lady shakes her head, "No. I don't really know how I got here. I was in the middle of walking until some "portal" appeared and sent me here."

"The distortion in time is getting worse. Your lucky we were here." Miguel said.

"Distortion in time? I don't understand what you mean." The Lady asked, confused.

"It's hard to explain. Simply put, the world's in danger and we're trying to save it." Peter told her.

"Save the world? Isn't that a task a little too big for children?" The Lady asked, not thinking they're up to the task.

"I'm 18. I'm an adult." Peter remarked.

"We saved the world plenty of times. It's really fun. A good pass time." Modern Sonic grinned.

The Lady smiles, "Forgive me then. You all do seem pretty capable warriors. Especially you…" She turns to a crossed-arm Peter Parker, who is confused by her statement. With a simple wave of her hand in front of Peter, powered by her magic that surprises everyone else, she is able to see a thin, pulsing purple aura surrounding the web-slinger.

'What was that? Magic? How did she do that?' Peter thought in his head.

"Amazing…You possess a power greatly unusual to me. It's like the light and darkness within you have found unity, divine in nature somehow," The Lady senses Peter's Perfect Synchro aura, a divine technique most gods couldn't achieve, "And I sense another power, one fierce and animalistic…" She also senses the Spider-Totem God bonded with Peter, Ero, "Are you a god by any chance?"

"No way! I'm your Friendly Neighborhood Spider-Man." Peter replied, pointing to himself.

"Spider-Man? I have never heard of a name like that before." The Lady remarked.

"I take it you're not from New York then, and probably not from Mobius either. Maybe Remnant? There is something about you that feels familiar." Peter ponders for a moment before asking another question to the mysterious lady, "What's your name, exactly?"

"My name? It's Salem." She introduced herself.

The moment she gave out her name, Peter, Modern Sonic, and Modern Tails's eyes widen in shock and fear because they know someone else that goes by that name. The immortal witch that has plagued Remnant in darkness for centuries with her Grimm, and a member of the Masters of Evil that has almost brought multiple dimensions to their rule multiple times in the past.

"Hi! My name is Ruby!" Kid Ruby nonchalantly introduced herself to Past Salem, breaking the shocked tension.

"Hello." She warmly replied. She turns back to the shocked heroes, "Are you okay?"

"Y-Yeah, yeah. We're just…surprised, because we know someone else that goes by that name." Peter did his best to keep his cool and not sound so nervous or worried.

"Oh really," Past Salem giggles, "What a coincidence. Would like to meet this person one day."

"Yeah…" Modern Sonic nervously chuckled while rubbing his quills, "I guess you're coming with us. We can't exactly leave you here."

"That would be nice. I was in the middle of something very important before I was sent here. I need to hurry back as soon as possible." Past Salem said.

"Sure thing, lady. We'll get you back in a jiff. Just hope on the Spider-Mobile and we'll be on our way." Classic Sonic gestures her to the Spider-Mobile.

"This is a very weird carriage." Past Salem said, taking the passenger seat next to Modern Tails while Classic Tails moves to the back with Kid RWBY.

Miguel notices Peter and M. Sonic sighing and asks, "What's wrong with you two?"

"Uhhhhh…" The Dimensional Duo has no real words to say, "We'll tell you on the way." Peter finally speaks.

BGM-Sonic Generations OST-Seaside Hill (Modern)

"So, she's a bad guy?" Classic Sonic has a private conversation among the members of Team SSSS as the whole gang, now accompanied with a past version of Salem, continue their adventure through Seaside Hill.

"In the future, yeah. But it seems in the past she wasn't all that bad." Peter said, taking a look back as he swings to see Past Salem playing around with Kid RWBY and Classic Tails on the Spider-Mobile. "Wonder what turned her to a crazy immortal lady that wants to destroy everything?"

'It's a pathetic little tale if you ask me.' Ero telepathically talks to Team SSSS.

"Wait. You know about Salem's past?" Peter asked his other.

'Yup. I told you before. I've hunted in Remnant a couple of times, even in its distant past.' Ero said.

"Care to tell us what made her so crazy?" Modern Sonic asked the divine beast.

'I'll try to make it brief. Millennia ago, Salem was locked up in a tower until a warrior named Ozma freed her.' Ero privately told the history of Salem to Team SSSS.

"Ozma? You mean Ozpin?" Peter asked.

'Yes. His original identity before he reincarnated. Back then, he and Salem held a brief romance before he succumbed to a sickness and passed away. Salem thought the Brother Gods, the God of Light and God of Darkness, could bring him back, but they refused. This drove her to a fit of rage, and as punishment was cursed with immortality. She tricked the humanity of her time to retaliate against the gods, only to bring them to their own destruction, leaving her as the last remaining human left, at least for a little while. I was there when it all happened, minding my own business. After the gods left, she then foolishly believed the pool of Grimm would kill her, but instead it corrupted her. Turning her to an immortal nuisance of destruction.'

"And you didn't stop this whyyyy?" Peter asked.

'I was on another mission protecting the multiverse. You know I despise cleaning another god's mess, unless it affects all of reality,' Ero replied, 'When Ozma was first reincarnated by the God of Light to destroy Salem, even though he 'clearly' knew it was impossible, the two pathetic lovebirds reunited. They used their magic to act as gods and ruled the new world. Even had children together.'

"You must be kidding." Modern Sonic remarked on the thought Ozpin and Salem had kids.

"I wonder what those nights were like." Peter joked.

'Well one night the children died after Ozma retaliated against Salem, and the two became mortal enemies. The rest is history.' Ero finished the tale of Salem's tragic past.

"So the reason she's evil is because she wouldn't let go, and now has to fight the boyfriend she wanted revived in the first place? That lady has some shockin' problems." Miguel remarked.

'Arrogance and romance do not mix together. This is why I don't bother chasing a relationship. I mean, ask Parker and his track record with women.' Ero joked.

"I never went crazy when Gwen died. I was certainly heartbroken, but not to the point where I want the world to end. I just moved on. And also, why didn't you tell us about this earlier?" Peter asked his other why he never bother telling the story of Salem to him and his friends in the first place.

'You never ask.'

"Typical."

"Now that we know she turns evil in the future, isn't it best we tell her to prevent from becoming a crazy witch that wants to destroy the world?" Modern Sonic asked, thinking to change Salem's past for the better of the world.

"That is a terrible idea," Miguel objected, "We've already seen the dangers of screwing with the past! We're trying to correct history, not alter it to our likening!"

"Ah, c'mon. Seriously?" Peter remarked.

'He's right. Like it or not, Salem has become integral to recent history. She must stay on this path down to darkness if we want to avoid repercussions in the timestream.' Ero agreed with Miguel to not change Salem's future.

"I hate time travel." Peter sighed.

Then, Modern Sonic smiles as he got an excellent idea, "Well the least we could do is give her a good time before she becomes evil full-time." He turns his head back to Past Salem in the Spider-Mobile, "Hey Salem!" He shouted, getting her attention, "As our special guest, we're going to show you the time of your life!"

"What do you mean?" She asked.

"Just watch!" Sonic grinned.

The heroes decided to have a little fun with this kinder Salem, like showing her the stunning sights of whales jumping from the oceans and the giant turtles swimming in the vast ocean. They run through a loop-de-loop and launch to a race track with bobsled. "This is a bobsled. It's loads of fun." Modern Sonic helps the young sorcereress how to drive a bobsled. After she crashed to a wall three times, much to the face-sweats of Team SSSS, she soon got the hang of this "futuristic" vehicle and had a little race with the heroes.

"Try to keep up with us, lady!" Peter taunted while swinging ahead of her.

"Give me time, little spider." Past Salem gave a little smirk as she's actually having some fun.

Once that was done, and running away from a giant Chopper badnik, they find themselves exploring the insides of an ancient palace. "Where are we?" Kid Yang asked.

"This looks to be an old water palace. We don't have something like this where I come from." Past Salem commented, not noticing Classic Sonic and Peter almost drowning underwater.

After they escaped that and the palace, as well as nearly avoiding death from the rolling circular rocks with spikes on the sides, they finally arrived at the time portal. "It's the time portal!" Classic Tails spotted.

"It looks like one of the portals that brought me here." Past Salem noticed.

"Once we gain the Time Key here, we can probably use it to send you back to your timeline. I should warn you. This is where things get dangerous." Peter told her.

"I can handle myself." Past Salem replied.

"I am "very" aware of that." Peter said, despite this being a younger, less experienced, and definitely weaker version of the Salem he knows, he can tell she can still hold her own. "C'mon. We don't have time to waste. And no, that wasn't a pun because it's a very obvious one," He quipped as they all enter the portal to the change in history.

BGM End

Manhattan, New York (Flaming Web of Light and Shadow Timeline)

BGM-Spider-Man: Shattered Dimensions OST-Lock Down

In this chapter in history, New York was hit with a massive symbiote invasion led by Eddie Brock, also known as the vicious Lethal Protector Venom, and the Salem of this time period as a full-on villain. Most of New York citizens were infected by the symbiotes, some acting like zombies and the others acting like out-of-control monsters. The Time Patrollers arrive at the war-filled courtyard at Stark Industries, at the time acting as a base for S.H.I.E.L.D., which is currently being invaded by symbiotes after the electric gates guarding the base was losing power and needed to be fix, which left the Resistance open to an assault.

"What are those things? Aliens?" Classic Sonic asked as he watches S.H.I.E.L.D. agents fighting against the symbiotes.

"Those are symbiotes. We've arrived back in the middle of the symbiote invasion." Peter remembered his history point.

"And we all remembered who started THIS mess?" Modern Sonic crossed his arms, obviously referring to Salem, or specifically her future self.

"Who are you talking about?" Past Salem asked, frightening Sonic.

"I just forgot." He lied, making the rest of Team SSS face-palm.

"Hrrrraaagh!"

Peter heard a familiar battle cry and turns to it to find it belonged to his crimson rival, Cinder Fall fighting against a horde of symbiote monsters along with Mercury Black, Ilia, Black Widow, and Winter Schnee, just like in the original timeline. 'That's right. Cinder was helping us at this time. This is when she had her Toxin symbiote. Doesn't look like she unlocked it yet. That comes later when she's fighting Carnage.' He thought in his head. He then takes a closer look to see Xeno-enhanced Symbiote Public Eye troopers have entered this timeline and are making it difficult for the heroes of this time to protect the base, "O'Hara. Your Public Eye buddies have been symbiofied and is attacking this time period."

"We have to get rid of them fast and correct this timeline." Miguel said.

"Tails. Salem. Take the girls to a safe place to hide and protect yourselves." Peter ordered the Spider-Mobile gang.

"No! I want to help you fight!" Past Salem argued.

"You can help me by protecting my friends! I DON'T want them hurt!" Peter stared into the eyes of the woman who'll soon be one of his greatest enemies in the future. Salem could tell he means his words, and has the slight feeling he's also lost people close to him in the past, just like her beloved Ozma.

She stares at him back, "As you wish, Spider-Man." She said calmly.

"Thank you. Now go!" Peter says and they left as ordered, leaving Team SSSS to fix the timeline here. The team split into two to tackle different sections of the base that has the Symbiote Public Eye goons. Spider-Man Prime launches a webline and zips over to punch down one of the infected, reuniting with the Cinder of this time in the process, "Hey, Cindy. Haven't seen you in a long while."

"What are you talking about? We've been working together this whole time, much to my displeasure." Cinder uses one of her swords to slash a symbiote snatcher while talking with the webhead. After killing another symbiote, she becomes shocked to see Spider-Man 2099 in the scene fighting the Symbiote Public Eye.

"Bonding with an alien isn't gonna help you be better cops!" Miguel quipped, kicking an infected and immediately follows up with a web throw to more infected people.

"Two Spider-Men?! What is going on?!" Cinder asked, confused.

"Would you believe me that I've been time-traveling?" Peter asked, using his Arachnid Claws to demolish more infected symbiotes.

"Oh swell. Then I assume we survive this?" Cinder asked, just accepting Peter's time-traveling story.

"Not if we take down these guys." Peter directs her to the Xeno-enhanced Symbiote Public Eye cops.

"Hmph. Not a problem." Cinder summons another flame sword from her ISO-Dust clothing for some dual-wield action, ripping through the Public Eye like nobody's business. Spidey blasts his foes with repulsor webbing before seamlessly comboing them into his razor-sharp energy claws and slamming them into oblivion with a repulsor-made web hammer that unleashes a powerful shockwave upon impact.

Modern Sonic does some homing attacking on infected Public Eye among other normal symbiote monsters. Classic Sonic perform some spin dashes that instantly destroys a couple more symbiotes, leading him with an encounter with Black Widow and Winter Schnee from this time period.

"What the-Sonic the Hedgehog? How did you get here? We're surrounded by a dome that prevents inter-dimensional travel." Black Widow asked the little hedgehog.

"That's because I've been doing a little time-traveling. There's a difference." Classic Sonic joked.

"What? Time travel?" Winter questioned, wondering if he's joking.

"Yup. That's right." Modern Sonic lands next to his younger self, surprising the two special agents to be meeting two Sonics.

Widow grunts, "Great. I assume then the space-time continuum is in danger?"

"Right again." Modern Sonic smiled.

"Just what we needed," Widow said, not liking that she has to deal with the current symbiote invasion but also the fabric of time at the risk of destruction, "Well now that you're here, make yourselves useful."

"Okay!" Both Sonics replied and dashes off to smash through any symbiote they see with their speed.

Leaping from rooftop to rooftop comes the red and bulky powerful symbiotes called Symbiote Berserkers. They let out a monstrous roar and start rampaging through the barricade, ramming through every human solider that thinks they could hold their own towards the main gate of Stark Tower. Some of the symbiotes even found Tails' group in their hiding place. While the Kid RWBY are scared out of their mind, they're lucky to have both Tails and Past Salem helping them out. The Tails uses their respective spin attacks to destroy a Symbiote Berserker while Salem launches lightning magic that stun and kill a group of symbiotes.

"These creatures are mindless beasts bent on destruction. They remind me of the tales I've heard of the God of Darkness and his "Grimm"." Salem said while blasting every symbiote that comes her way.

"They're called Symbiotes. Alien parasites that bond with your body and mind, corrupting you and turning you into a monster. It's best not to get near one." Modern Tails advised, tail-swiping a Symbiote Slasher.

"I will keep that in mind." She says, having no idea she does that anyway in the future.

BGM End

Right outside the main gates, a group of three S.H.I.E.L.D. troops continue to shoot down more and more of the incoming swarm. "Yee-haw! That's right, little doggies! Have a full frontal face of electric plasma," One of the blue-armored agents quipped, using his energy rifle and headshotting some of the Snatchers, fist bumping every time he gets a direct shot. Unbeknownst to this cocky cowboy, a medium sized goop of red slime crawls through the surface of the battle zone and towards this agent with an old western accent. As it gets closer to its target, it quickly attaches to his feet, getting passed the man's armor and starts to take over him from the inside, creepily laughing unlike other symbiotes.

"AHHHH! IT'S ON ME! IT'S ON ME!" The S.H.I.E.L.D. agent screams out in horror and pain as he could feel that red symbiote trying to take over his body, but it's not trying to take over his body, instead causing its host to pucker up like a balloon, scaring his fellow officers when they see numerous red tentacles pop out from the dude's armor and skin, causing him to bleed extensively before blowing up, splattering red blood all across the men and the floor, with that same red goop falling down to the ground.

BGM-Dragon Ball Xenoverse OST-My Full Power!

With the soldiers stunned from that gruesome explosion, the red slime slowly starts to take a familiar, crazed looking form that has psychotic looking white eyes, sporting a sickening red-and-black body of skin, and a large, demon-like mouth with small, black teeth. "You should run while you have the chance," The red symbiote monster starts crazily laughing, enveloped in his own dark Xeno Mode, decimating the officers with his body tentacles before turning his attention to more humans to stab and murder for his enjoyment.

"Carnage!" Spidey, standing with Modern Sonic shouts to get the crazed symbiote's attention.

"Well, if it isn't our friendly neighborhood bed-bug. I've been looking forward in trashing your style for good, maaaan!" Carnage cackled.

"Oooo! That sounds so much fun," A pale man with gold eyes and a brown ponytail, sporting a white sleeveless jacket and an actual scorpion tail from his back hops down next to Carnage, "Hope you don't mind slicing the pie with me, maaaan!" This man cackled, almost sounding as insane as Carnage and enters his first-stage Xeno Mode.

Peter and Sonic instantly recognized this new madman's nature as they begin to fight, "This guy's a faunus. What timeline did he fall from?" Peter asked, avoiding the scorpion man's stinger.

'I believe that's Tyrian Callows, once a crazed, psychotic member of Salem's group until he was killed by Goblin,' Ero answered, 'Either he's been snatched from the past or another timeline is irrelevant at the moment.'

"Right. We need to take this guy down, and make sure Carnage fight Cinder, or else she won't unlock her symbiote." Peter says, spin flipping back from Xeno Tyrian's tail slam, "Dude, the whole scorpion motif been taken like twice. I see you more as a crazed clown with green hair. It would look really good on you," He joked, webbing up Tyrian to be ready to throw at Carnage, who was busy fighting Sonic. Carnage growls as he extends his symbiote tentacles from his chest to sting Sonic. The hedgehog was able to dodge the attacks but was left caught by a laughing Tyrian's tail and throw right back at Spider-Man.

"It feels so good working with a fellow madman." Tyrian cackled madly.

"We are going to pain the town red, right after we've killed you and my daughter. Then I'm coming after the old man and the oldbag myself." Carnage laughed insanely, referring to Venom and Salem at the end there. Carnage's eyes glow yellow and powers up his Xeno Mode, activating his unlocked Semblance from this time. His power also him to reanimate the dead S.H.I.E.L.D. agents and mutate into lesser, feral versions of Carnage himself. With the heroes occupied, Carnage leaves Tyrian to deal with them while he goes and fights Cinder.

"Forgot about this. Carnage had the power to reanimate the dead." Peter said.

"Why does a serial killer have the power to bring back the DEAD?" Sonic asked while fighting the reanimated symbiotes.

"At least it's only temporarily." Peter replied.

Meanwhile, Miguel and Classic Sonic are having trouble with their own time-displaced Remnant foe enhanced to his Xeno Mode. Miguel gets buried by the heel of a big and muscular tough guy called Hazel Rainart, with the future web-slinger having trouble breaking free from his big boot.

"Urgh! Get off me, tiny!" Miguel mocked before getting crushed again.

"I'm going to crush you like the insignificant bug you are." Hazel threatened. Too bad the man was ready for C. Sonic's spin attack from behind, freeing Miguel and allowing him to stand. Hazel stumbled a bit and turns back at the heroes, hardly scratched.

"This guy's a toughie. This might take a while." C. Sonic noted, commenting on Hazel's incredible endurance.

Already tired of games, Hazel takes out his secret weapons, two Xeno-powered Lightning Dust that can be used in this dimension. "Let's get this over with," He injects himself with the raw Dust crystals, infusing their power into himself, causing the veins in his arms to glow, his muscles grow, his eyes shine menacingly, and even his voice becomes distorted.

"Aw shock." Miguel cursed.

Hazel fires blasts of dark electrical energy at them. "Yeah, literary." C. Sonic joked after they dodged his fierce attack. With every blast, the quick heroes avoid, making it hard to close the gap to get a decent shot on him.

'How is he not feeling the pain from those crystals? Maybe he has some special power that renders him insensitive to pain.' Miguel guessed correctly. He unleashes a flurry of webbing that wraps up Hazel like a Christmas present for C. Sonic to unwrap and beat up. It didn't last as Hazel freed himself by unleashing the electricity from his body, then punches the ground to discharge a shockwave of energy that knocks them away. 'He's too powerful. Gotta find a way to weaken him. Maybe if I yank the crystals off his body…' Miguel uses an Accelerated Decoy to trick the muscle man to attack so he could leap aside and painfully web yank a crystal from his arm.

"Ow! Miserable bug! Don't you think I don't know what you're trying to pull!" Hazel growled and fires a weakened lightning blast Miguel again avoids with his Decoy to give him a chance to kick vault over Hazel to web yank the other crystal, weakening him of his Dust enhancements and making him vulnerable to fierce attacks.

"I know, and you still fell for it!" Miguel web strikes in and starts beating on Hazel like no tomorrow, using the full force of his spider strength that Hazel underestimated, not giving the guy the chance to use another Dust to increase his power. He slashes his sharp talons on the man's face when he didn't expect it, blinding him temporarily and keeping him distracted from using his pain suppression Semblance. Classic Sonic returns to join in on the fun, overwhelming Hazel with all-around spin attack action.

'Got to wrap this quick!' Miguel narrowly avoids getting grabbed by the leg and sticks himself to Hazel's back. He opens the mouth area of his mask to reveal his venomous fangs. "You might not enjoy this, and I wouldn't care." Miguel takes a good, long bite on Hazel's shoulder, injecting him with a highly toxic paralyzing venom that shocks and stuns the muscle man.

"OW! You BIT me?! How…did… you…" Hazel starts to kneel and fall face down on the floor, unconscious.

"With my fangs. Which inject a paralytic venom that not even YOU can resist." Miguel said to the defeated Hazel.

"Take that, tiny." C. Sonic taunted with a smirk.

Back with the Amazing-Modern Duo, the two are still dealing with the reanimated symbiote soldiers along with avoiding a cackling Xeno Tyrian's poisonous tail. "C'mon, little heroes. I just want you to have a little taste." He said in a crazy, psychotic tone.

"My diet doesn't need poison. It'll make me fatter than usual." Spidey quipped. He blinds Tyrian with his webbing, then surrounds himself with a dome of his non-lethal explosive webbing. With a loud grunt, the dome explodes, destroying the reanimated symbiotes and blow Tyrian to the ground. Just as he gets up, Sonic homing attacks his chest, flipping over and stomping on his tail, causing him to screech in pain. The crazed faunus was then grabbed by Peter's web and yank to his fist, ripping off his tail in the process. "Sorry about the tail. I'll show you where to get a new one. I hear it's free!" Peter web throws a screaming Tyrian up high to the highly electrical inter-dimensional barrier that surrounds Manhattan to prevent escape, electrifying Tyrian and eliminating his aura completely before he falls down as a roasted, tailless scorpion.

BGM End

"He's taken care of. Now what?" Sonic asked Peter what's their next mission.

"AAAAAAAAAAH!" The sound of a teenage girl screaming her lungs captures the two's attention.

"That scream! Ilia! Oh no!" Peter, along with Sonic, turns to see Ilia getting infected by Carnage, transforming her to a symbiote version of herself with the characteristics of an actual chameleon. Miguel, Classic Sonic, and Mercury confront the infected Ilia, who also gained her own red-eyed Xeno Mode.

"Damn it! She's been infected!" Cinder remarked.

Carnage cackles as he stands behind his new pet, "Now your friend is my friend. Think of the damage we could cause together now, maaaan!"

"At least history's back on track. That's good." Peter said unsure as even though this's supposed to happen, he still doesn't like seeing his friends in trouble or get infected by symbiote goo.

Modern Sonic then hears a loud growl and the sound of a large leap being made, "I dunno about that."

BGM-Dragon Ball Xenoverse OST-True Enemy!

Landing next to Carnage is a symbiote that looks remarkably similar to Venom, except his white spider symbol looks more lose and not painted on his body, and his white, flaming-looking demonic mask surrounds the red portion around the pupilless eyes. This Venom-like monstrosity growls, sticking out his abnormal tongue as his Xeno Mode activates, granting him his own dark aura as he confronts Cinder.

"Are you…Venom? No. You're not him." Cinder noticed that this Venom isn't the one she's familiar with.

"How observant you are." Xeno Venom 2099 replied.

"Holy shock! That's Kron Stone! My brother!" Miguel exclaimed, surprised to see his evil half-brother in this timeline.

"Brother? I thought this guy was the Scorpion!" Peter replied because of his recent encounter with Scorpion 2099 who was also named Kron Stone.

"That must've been one from another timeline. We got to stop him before he messes this one up!" Miguel said. The Spiders leap over to assist Cinder fighting the powered-up Carnage and Venom 2099, leaving the Sonics and Mercury to fight Symbiote Ilia, "Hello there, Kron. What a nice family reunion."

"Brother," Venom 2099 blocks a fierce axe kick from his little brother, "It's so nice to see you again." He whacks Miguel out of his sight just as Peter web strikes in and punches Venom, which didn't do much against him, "And you must be the other spider," He licks his long tongue on Peter's mask, "Mmm. Tasty."

"Urk. Gross." Peter grabs the tongue and throws him, slamming the future symbiote beast to the ground, "Getting tired of you symbiotes thinking I'm a buffet." Kron growls and morphs his right arm to a large tendril to whip the Spiders and cause some damage in the field. The Spiders quickly got back on their feet, "Let's see if your weaknesses haven't improved over the century." Peter fires flaming web bullets to burn and weaken Kron's symbiote, causing it to scream in agony while Miguel just beats on him.

Kron roars as the dark energy enveloping him grows stronger. He unleashes an explosion of energy, which creates a spherical field of energy around himself, launching out multiple energy sphere that bounce around like marbles and throwing the whole battlefield into chaos, knocking the Spiders like ragdolls.

Nearby, Modern Sonic and Mercury give off some impressive kick action on the infected Ilia. They continue comboing her, not giving her a chance to breath, then leaves Classic Sonic to deliver the spin attack finisher, but it wasn't enough to put her down for a second. "C'mon, Ilia! Work with us here! Get that thing off of you!" Modern Sonic pleads to Ilia's inner spirit but all he receives is a monstrous roar.

"Don't think she could hear you, dude!" Mercury replied.

The monster chameleon electrifies her tail and slams it on the three heroes. They dodged it, only to see her stick her tail to the ground, protruding numerous, lightning tentacles to pop out and almost pierce their bodies. "Darn these tentacles! Such a pain!" Merc complained.

After narrowly avoiding death by electrified tentacles, they notice their former friend is nowhere to be seen. "Where'd she go?" Classic Sonic asked while scanning the area.

The three dudes barely avoiding leaping away from invisible claw swipes. "Chameleon. Riiight." Modern Sonic remembered Ilia is a chameleon faunus that can practically turn invisible.

Back with the Spiders, Miguel locks elbows with his symbiote brother, allowing Peter to kick him away in the face. The Spiders pant from near exhaustion. "How long do we have to keep this up?" Miguel asked his counterpart.

"Give it another moment. Looks like they're almost ready." Peter looks back to see Cinder getting punched by a large, red fist from Carnage.

BGM End

"You're in possession of something that shouldn't exist in this universe, and it's my job to straighten the natural order," Carnage uppercuts the crimson-dressed woman right from the jaw, blowing her away a good length, "Usually I like the natural order to be broken into millions of pieces, but you're an exception," He then extends his foot to stomp onto Cinder, pushing her away to the walls of Stark Industries, further weakening her, "You're an abomination that needs to DIE right now, and I'm the perfect man for the job!" He furiously roars and commands his symbiote to unleash everything it's got, firing an uncountable amount of piercing, sharp, pointy tendrils that are small enough to stab right through each of Cinder's vital organs. She chokes out blood before falling to her knees in pain. And with a clear opening, Carnage fires a dark energy ball from his mouth and shoots it at Cinder, getting a direct hit that causes the rubble from the tower to fall on top of her.

BGM-Dragon Ball Xenoverse OST-Power of a Super Saiyan God

"Hehehehahaha! Huh?" Carnage stopped laughing as the rubble that buried Cinder is scattered in a chaotic vortex of energy. Emerging from the vortex is Cinder in her Toxin Symbiote form, wearing a headpiece and a full-length crimson haori, and a kimono-style jacket that flickers red flames plastered with her tattoos and a red/black stylized spider emblem.

"Yes! History's back on track," Peter fist-pumped as he watches the transformed Cinder overwhelm Carnage. He turns back to Venom 2099, "Now all we need to do is beat this guy and we're done."

The monstrous symbiote from the future roars in anger and attacks the Spiders with frantic tendrils strikes. The Spiders were able to dodge his furious attacks thanks to Miguel cutting them up, giving Peter the chance to launch a Sonic Disrupter disc from his web shooter to harm and weaken the symbiote threat as it yells in pain from the loud noise. "The noise! Make it stop!" Kron shouted.

"Sure thing!" Miguel fires a united punch with Peter on Venom, sending him flying. Venom tries to stand up straight but was attacked from behind by Past Salem, who attacks him with numerous fireballs.

"Die, creature!" Past Salem said.

Venom 2099 roars at her, only to be left grabbed by Peter and yanks him into a spider aura-shaped fist, slamming then uppercutting him to the air temporarily, yanking him back down for Miguel to defeat with a powerful punch.

"Thanks!" Peter said, grateful for Salem's cooperation as he sees her nod with a smile.

Meanwhile, Modern Sonic is kicking Ilia from all sides with his lightning speed, making it really difficult for her to properly attack him. Mercury lunges in with a single dropkick, knocking her back for Classic Sonic to wrap her with multiple electrical power lines he found lying around. "This is for your own good!" He said before the power lines start electrocuting the symbiote off of Ilia, freeing her from its corruption.

"You okay, Ilia?" Modern Sonic helped her up.

Ilia groans and rubs her face, "Yeah…I think so…Thank you."

Carnage dances and spins around his hand blades, continuously firing dark mouth blasts to harm Cinder, but most keeping missing thanks to her new speed and agility. She kicks him in the mouth, elbow his chest, and stabs him in the heart. Before she could finish the job, the symbiote goddess senses the SHIELD jets about to drop bombs on the infested compound. "Ooo. This'll be a much better finisher for you. Bye, dad." Cinder leaps away just in time to avoid the numerous bombs decimating and destroying all the remaining symbiotes left in the area, saving the Resistance base and correcting the timeline.

BGM End

The smoke dissipates with the surviving heroes coughing heavily after the big explosion. Cinder takes off her symbiote, "Is everyone alright?" She shouted.

"Yeah, for the most part I think." Mercury said, completely wiped out and exhausted from that intense fight.

Cinder scans the area for the time-traveling Spider-Men and Sonics but can't seem to find them. "Where did they go?" Cinder asked herself, not seeing the Time Patrollers have already left in a Time Portal after collecting the Time Key.

Remnant (Past Version), Domain of Light

The Time Hole opens up below the staircase of a golden-flowered place that leads to the God of Light's shrine. The heroes walk out of the portal to bring Past Salem back to her time. "So this is what Remnant looks like in the past." Modern Sonic commented on the sacred place.

"We stand on the outskirts of the God of Light's sacred shrine." Past Salem said as she turns around to face her new friends. "Thank you all for bringing me back here."

"You sure you want to stay here? The timeline's still unstable." Peter said, thinking she should stay with them for a little while.

Salem shakes her head, denying Peter's request while holding Ozma's staff, "I'll be fine. I'm confident you all will fix things soon."

"We will. Just take care of yourself." As Peter and the others start heading back to the portal, Salem stops them with her voice.

"Wait!"

"Hm?" Peter turns his head around.

"I have a request that I hope you would fulfill." She said.

"Who wins the first World Series?" Peter joked.

Salem responds with a confused face, "What? No. I ask if you would travel back to the past to save a man named Ozma before he fell ill." She requested, shocking the heroes with her request.

"Sorry, lady. That's impossible." Miguel told her.

"Explain…" Salem glares at the future spider with a serious, angry face.

"You've seen it yourself. Any attempt to change the past is a big risk. Just a small change could destroy the world." Miguel argued.

"So…you won't do it then?" Salem asked.

"The future will be-."

"I HAVE NO FUTURE…NOT WITHOUT HIM!" Salem shouted, causing her voice to echo throughout the Domain, scaring the heroes with the sudden shift in tone.

"What the future man means is, there's no point changing the past because he comes back to life anyways really soon." Peter quickly said to calm her down.

"Really…?" Salem replied, starting to sound calm.

"Yeah, yeah! We're actually good friends with Ozma in the future. Great guy. Just follow your own path and you'll see him soon." Modern Sonic said with the face-sweats, internally regretting his words.

"So…" Salem turns to the staircase leading to the elder god's shrine, "If I go up there, I'll have my wish granted? He'll be brought back to life?"

"Yeah. You two have a "happy" future together." Peter sheepishly smiles, but internally he's groaning in shame, directly leading Salem to the road of darkness.

A happy and tearful Salem runs up and hug the Amazing-Modern Duo, making them very uncomfortable, "Thank you SO much. I am forever grateful to have met you people."

"Your welcome…" Modern Sonic sheepishly smiled, completely unsure, "Can you let go? We need to stop all of time from collapsing."

"Right," Salem lets go of the two and smiles at the heroes, "Good luck. I'll be praying you'll save us all."

"Bye-Bye!" Kid RWBY waved good-bye to the beautiful maiden as she does the same, watching the heroes travel back to the White Space zone. Once the portal closes, Salem walks up the stairs and proceeds to follow her destiny as the ultimate terror Remnant has ever encountered.

White Space Manhattan

"We just doomed the future." Peter says, sighing as the heroes return to a restoring X-Mansion and its inhabitants. Even though it was for the good of the timeline, it hurts him to see a kind-and-loving lady like Salem destined to descend into darkness.

"Sorry," Miguel apologized, "If there was any other way to save her, I would tell you. But changing the past…there's no telling the consequences."

"At least we know Salem wasn't always a bad person. Maybe there's a way we can save her in our time." Modern Tails said with a hopeful smile.

'If there is, I don't know it. Let's just focus on the current mission at hand.' Ero remarked.

The statues of Espio, Ilia, and Kitty have returned to normal, with the girls looking really happy to be revived while Espio leaps into the air, looking around, then lands on the ground again. "It's about time you guys saved us. It was getting boring being a garden gnome." Kitty joked while smiling.

"Nice to see you again, Kitty." Peter smiled at his ex.

"And it's nice you're not a symbiote, Ilia." Modern Sonic said to the confused faunus.

"What are you talking about? I haven't been infected by those things in months." Ilia replied.

"Time travel." Classic Sonic told her, surprising the faunus to be meeting her friends' past and future counterparts.

"Is that what's going on?" Ilia asked.

"That makes a lot of sense." Kitty quipped.

"Beware my friends, for I have looked into the soul of our enemy and I saw only darkness." Espio warned the heroes.

The heroes respond to his ominous warning with a serious nod. "We'll be careful. You guys get some rest. We'll find out where that thing is and put everything back to normal." Peter said, then leaves with his team to find the Time Gate of this era.

BGM-Sonic Mega Collection OST-Intro Theme

Spider-Man Prime: It's your friendly neighborhood Spider-Man. Yikes! Someone forgot to turn off their shower! The whole city is flooded!

Modern Sonic: You can blame Chaos for that. Looks like he's back in his Perfect Form.

Spider-Man Prime: It's not just him. Goblin's back, in that ugly "Dark Demogoblin" form.

Modern Sonic: I needed the emeralds to beat Chaos. What did you use to beat Goblin?

Spider-Man Prime: Good looks and charm?

Modern Sonic: Yeah, we're doomed.

Next time on D-Avengers: Generations-

Rivals and Monsters

Spider-Man Prime: You know, Norman. Molten lava is not a good look for you.

KFX Here: I should say this now: Salem (the current one) won't remember her brief time-traveling adventure once this story is over. At most, she'll have very vague memories encountering Team SSSS.