BGM-Spider-Man: Web of Shadows OST-Main Menu

Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! That was too close. Morlun went to my universe searching for Chaos Emeralds, some which were in the hands of Sonic and my other friends. They did their best but Morlun completely overpowered them and would've been killed if my team didn't show up to save them. We took them back to the safe zone to heal up, but just when I was beginning to explain things to them, Superior declared himself leader of the remaining spiders!

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Act 2 Issue 5: Superior Force

The Safe Zone, Earth-13

BGM-Ultimate Spider-Man (Game) OST- Venom Fights Silver Sable

"No. You don't get to make that call. You're NOT in charge here. I am." The maskless Peter Parker argues with the Superior Spider-Man, after he declared authority over the Spider-Army.

"Can't believe he just said that. Peter's in charge of an entire army?" Amy remarks, standing next to Team Sonic, Team RWBY, and the rest of the Spider-Army.

"Who's the spider with the attitude?" Sonic asked his counterpart, Spiderhog.

"He calls himself the Superior Spider-Man. He's kind of a jerk." Spiderhog quipped.

"The whole reason I formed this team because I fought the Inheritors before. I have the most experience with them." Peter argues with his superior counterpart.

Superior takes off his mask, revealing his Peter Parker face and remarks, "And you wasted our time saving those rodents and children who aren't even spiders. Irrelevant to us and the Inheritors." He insulted Team Sonic and Team RWBY.

"Irrelevant?! Morlun came to our universe just to kill us!" Weiss retorted, snarling from his insult.

"My friends were in danger. They have just as much experience with the Inheritors like me, making them targets too." Peter argues, defending his friends.

Superior smugly boasts, "Even with all your combined experience, you FAILED to defeat the Inheritors because you were too weak-willed to kill them. You don't have the guts OR the intellect, unlike me, the SUPERIOR Spider-Man, who subjugated crime in my dimension. And I've seen what you call 'leadership!' HA! The team I formed was holding their own against the Inheritors! Until YOU blundered in and got some of my best men KILLED! Why on earth should you lead us? SHOW ME! Take your best-."

Having heard enough, Peter shuts him up by punching him in the face. "I was hoping he would do that." Blake remarks, as she already didn't like Superior Spider-Man.

"Good. As if we'll leave our fate in his hands." Kaine said.

Superior wipes the blood from his face, scowling at his counterpart while his spider-arms menacingly protrude from his back. "Very well. If you wish to settle things this way…SO BE IT!" He said, as the Superior Spider-Man gets into fighting position, confronting the Amazing Spider-Man to a fight that'll decide who takes leadership of the Spider-Army.

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BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen

"Fight!" Flash Thompson, aka Captain Spider of Earth-78127 shouts at the fighting spiders.

"Kick his butt!" Yang cheered for her boyfriend.

"Amazing Spider-Man versus Superior Spider-Man? This should be a good show!" Sonic grinned.

"Go get im', Pete!" Gwen cheered.

"Which one? They're both Pete. Heck, most of us are Petes." Spider-Man of Earth-12041 from the 2012 cartoon quips.

"Ten pounds on red and blue." Spider-UK place a bet with Spider-Punk.

"I'll take a piece of that." Spider-Punk remarks.

Superior slams his waldoes at Amazing, but he quickly retreats to the air with a webline. "Swing and a miss!" Peter quips. "Look at you. Eight limbs…" Peter webs his some of the waldoes, "And you still can't hit me. What's the matter, Mr. Superior? Arthritis setting in?" He quipped.

"Jokes? Really? In my world, I outgrew those, got smart, wised up, and realized…" Superior ruthlessly rips off the webbing binding his arms. "This ISN'T child's play! It's a WAR!" He stated.

"This is a waste of time." Salem comments on the battle.

"I agree. This is time we could be using going after Daemos and the Inheritors." Mayday remarks, turning to Cosmic Spidey. "You have the powers of a god. Break it up." She said to him.

"Sorry, May. I can't pick sides here. This conflict needs to play itself out." Cosmic Spidey replies, refusing to end this fight.

Superior unleashes a terrifying might of energy blasts from his arms at Peter, who dodges them while in midair and countering with web blasts. "You don't have what it takes to WIN! You NEVER go for the KILL!" Superior taunts him.

"And I never will! I'll never be that ruthless!" Peter retorts, swerving pass his blasts.

"Then THE DIE IS CAST!" Superior shouts.

'"The die is cast?" Where have I heard that catchphrase before?' Peter thinks inside his own mind. 'Doc Ock likes saying that phrase. Come to think of it, Superior's costume looks nearly identical to Mecha Spider-Man's, Ock's robot clone of me. And the way he keeps shouting "superior" a lot. His arrogance. Could it be possible that in his world, Doc Ock somehow took over my body?' He said, thinking that Superior Spider-Man might be Doc Ock inhabiting his body. 'Only one way to find out.'

Superior continues firing energy bolts from his arms at Peter, who continuously performs flips to evade harm and does his best to counterattack. "I know someone else who loves that catchphrase. Are you Doc Ock in disguise, because that would be disturbing." Peter jokingly remarks, which caught Superior off his guard for a moment, something that Peter noticed.

"What?! Preposterous! Doctor Octavius died in my world. I made sure of that-." And while Superior backs down talking, Peter took this one chance to deliver the definitive kick straight to the face, knocking out the Superior Spider-Man and thus defeating him.

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BGM-Spider-Man: Web of Shadows OST-Mission Accomplished 2

"The Doc Ock in my world died and came back to life once, just like these Inheritors. We've already seen they can't be killed. Killing's not the answer. It NEVER is. We need to be better. And THAT'S why I'm in charge." Peter stated, standing triumphantly over the defeated Superior Spider-Man and reaffirming his position as leader of the Spider-Army.

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Superior groans on the ground, slowly opening his eyes to see Peter giving him a hand. "Unh, what is the meaning of this? Explain!" Superior asks.

"I'm reaching out here…because I need you." Peter said, helping his counterpart on his feet. "I won't deny your genius, and I'd be a fool not to seek your advice on what to do next." He said, remembering Madame Web's words about trusting unlikely allies like Superior Spider-Man, who may or may not be Doc Ock controlling his body.

"THAT is the smartest thing you've said so far." Superior said, accepting his role as advisor.

"Glad that's settled. What's the plan?" Sonic asked the two spiders.

BGM-Sonic Adventure 2 OST-Strategy

"First off, this 'safe zone' of ours is NOT very safe. We're all out in the open." Superior states while putting on his mask.

"I'm with you. There are no walls to crawl. Nothing to swing off of. We should move closer to the streets and buildings." Peter agreed.

"There's no need. I'm here to watch over all of you." Cosmic Spidey calmly argued.

"It's been working well for us." Spider-UK is in agreement with the god.

"Well not for me. I don't like having all my eggs in one web-sack." Peter quips, while putting on his mask. "On me, people. We're moving out." He said to his Spider-Army.

"Yes, sir, spider-sir!" Spider-Ham responded.

"Can we help? We kinda have no other choice." Ruby asks her bro, as Team RWBY and Team Sonic are also targeted by the Inheritors.

"True. I didn't tell you guys about the Inheritors because I wanted to keep you safe." Peter said, apologizing to his friends for not telling them about this Totem War.

"You've always been a worrywart. Understandable. Besides, Morlun made it personal when he hurt Penny and we want payback." Sonic grinned.

"Penny? Is she okay?" Peter asked, worried about his android friend.

"Lost an arm, but she's fine. She's a robot after all. Helped us find a Chaos Emerald before Morlun snatched it from her." Sonic replied.

"Why was Morlun after the Chaos Emeralds?" Jessica Drew asks the hedgehog.

"Said something about a 'Weaver' and wants to destroy all spiders." Sonic answered.

"If your Chaos Emeralds are anything like the ones from my world, then we're in big trouble." Spiderhog responded.

"Chaos Emerald-powered Inheritors? There's no sugarcoating that nightmare. They'll be the most unstoppable beings in the entire multiverse! No one will be able to stop them." Peter remarked.

"What exactly IS a Chaos Emerald?" Superior asks, as Chaos Emeralds don't exist in his world.

"It's this." Sonic takes out the blue emerald from his quills to show him.

"Inconceivable! It's energy readings are incalculable that it might rival a Cosmic Cube, or perhaps an Infinity Stone!" A shocked Superior Spider-Man remarks after scanning the Chaos Emerald.

"They're pretty powerful on their own, so you don't want to imagine if someone collects all 7." Sonic replied.

"There are seven of these gems? How many do we have?" Superior asked.

"We have two, and Morlun has two, leaving three more left to find." Amy answered.

"The Chaos Emeralds have been a big help to us in the past. They might give us the edge we need over the Inheritors." Peter remarked.

"Since I can't use my cosmic powers in other dimensions, these emeralds might be the perfect alternatives." Cosmic Spidey agrees that collecting the Chaos Emeralds could be their secret weapon to defeat the Inheritors.

"Then it's settled. Sonic, Tails, Amy, and Yang. Take Miles, Ham, and Peni back to Mobiant Earth and collect the remaining emeralds before the Inheritors." Peter assigned them the mission to collect the Chaos Emeralds.

"You sure? I was kinda hoping we could team up again." Miles said.

"What? We teamed-up before too, remember?" Yang quips to the young spider.

"I want to team up with them too." Silk said, volunteering to join the Chaos Emerald Search team.

"No, Silk. It's too dangerous." Peter remarks, remembering his promise to Ezekiel to watch The Bride.

"The Inheritors are after me, Peter. I gotta lead them away somehow." Silk argued.

"Okay, maybe I have an idea…" Peter turns to Superior, "You still have those cloaking devices on you?" He asks him.

"Of course, but remember it's ineffective with you and Silk because of whatever makes you two so special." Superior hands him a cloaking device.

"Not a problem when we have a Chaos Emerald. Tails, sync this with your handheld and use a Chaos Emerald to boost its power." Peter tosses the device to the two-tailed fox.

Sonic hands his buddy a Chaos Emerald, as Tails embeds it into his Miles Electric and syncs it up with the cloaking device, strengthening its signal to mask all Spider-Totems, including special totems like Silk. "Fully sync! Silk is free to hang with us without the Inheritors detecting her scent." He smiled.

"Awesome. Superior, is there any chance you could reverse this tech?" Peter asks him.

"To detect Inheritors? I've already done that. AND located their home dimension. But we're not ready to take the fight to them. Not yet." Superior replied.

"It'd be a massacre. But we need information." Peter said.

"Perhaps we should locate this 'Weaver' the hedgehog mentioned. If they are so important to the Inheritors' plan, then they might give us clues how to defeat them." Salem responded.

"Salem's actually being helpful?" Yang quipped.

"You might be right. Salem, take the older Jessica, Knuckles, and past me to find this Weaver." Peter orders, putting Salem, Spider-Woman, Knuckles, and Spider-Man Noir as their own team.

"HUH? Why am I stuck with Salem?!" Knuckles argues with an angry scowl.

"Just trust me, okay." Peter replied.

"In the meantime, we need to start analyzing that corpse of the Inheritor and learn if they have any weakness we can exploit." Superior recommended their next move, looking at Daemos' corpse that they brought with them to Earth-13.

"I can take care of that." Miguel approaches him. "2099 might have the tech we need for a proper analysis, and I don't think the Inheritors are there anymore." He said.

"Just in case, take a cloaking device and a team with you. Weiss, Six-Armed Spidey, and Lady Spider will join you." Peter said, putting those four as the team to analyze Daemos' body.

"Teaming up again, huh? Hope 2099 is less dangerous than the last time I visited." Weiss slyly smirks to Miguel.

"Don't be too shock if it is." Miguel quipped.

"Parker!" Kaine speaks up, getting his brother's attention. "I think me and Reilly might've figured out what makes the Inheritors immortal." He told him.

"You did?" Peter remarks with a surprise look on his face.

"They can clone themselves. Come back as many times as they want. It's why we have Daemos' corpse but he came back to life in a new body." Ben Reilly responded.

"That might explain how they escaped from their dimensional prison. They either starved themselves to death or killed each other. Allowed themselves to be revived in new bodies." Salem remarks, claiming that's how the Inheritors escaped their prison.

"We don't stand a chance if they can do that. We'll never win!" Peter comments.

"Unless someone does something about it! I can open a portal to their frequency and take us to wherever Daemos' clone came from." Reilly replied.

"Good thinking, Ben. You and Kaine head over there immediately. Take the younger Jessica and Blake with ya." Peter said, putting those four as part of the team to stop the clones.

"Are you a clone?" Ben asks Blake.

"I can create clones with my Semblance." Blake responds.

"Great! C'mon! Go Team Clone!" Ben joked.

"No. We're NOT calling ourselves that." Kaine argued.

"You are no fun, brother." Ben quips.

"Spiders are dying, Reilly. This is anything but fun." Kaine responded.

With their Web Watches, the spiders open portals to their respective destination point that'll help them defeat the Inheritors. "Gwen. Anya. You two help me recruit more spiders." Peter said to the two spider-girls. "Everyone look out for each other. Stick to the plan. Stay in touch. We'll be right back. Until then, Spidey-Brit, you're in charge. And Ruby, stick with him if he needs assistance." Peter places Spider-UK and Ruby in charge of the Spider-Army.

"Or I could fight you for it." Superior half-jokingly challenges Spider-UK to a fight for control.

"You having a laugh?" Spider-UK asks him.

"…Sure. Why not?" Superior quips.

"Good luck, everybody!" Ruby happily waves goodbye to each team.

"It's been a while since things got this fired up! HERE WE GO!" Sonic smiled, looking forward to this new adventure working together with a pan-dimensional spider-army, as each chosen team jumps through their portals and begin their respective missions.

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BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Spider-Man

KFX Here: We're now at the halfway point of Act 2. Peter is suspecting Superior Spider-Man might be Doc Ock taking control over his body. We also got teams traveling to different dimensions in an effort to stop the Inheritors.

Chaos Emerald Search Team: Sonic, Tails, Amy, Yang, Miles Morales, Silk, Spider-Ham, and SP/dr. Their mission is to collect the remaining Chaos Emeralds on Mobiant Earth.

Mystic Force Team: Salem, Spider-Woman, Knuckles, and Spider-Man Noir. Their mission is to learn the secrets of the Inheritors.

The Autopsy Team: Spider-Man 2099, Six-Armed Spider-Man, Lady Spider, and Weiss. Their mission is to analyze Daemos' corpse for weaknesses.

Team Clone: Scarlet Spider (Kaine), Spider-Man (Ben Reilly), Ultimate Spider-Woman, and Blake. Their mission is to stop the Inheritors' cloning projects

Spider-Recruiting Team: Amazing Spider-Man, Spider-Gwen, and Spider-Girl, (Anya Corazon). Their mission is to recruit more spiders to their Spider-Army.

Some teams will get chapters dedicated to themselves. Some might not. Wait and see how things unfold.

Next time: The Chaos Emerald Hunt!

Question of the Chapter: Which team are you looking forward to seeing in action the most? What kind of interactions do you want to see between the members of each team?

Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!

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