BGM-Ultimate Spider-Man (Game) OST-Menu Theme

Spider-Man: Watch out! Here comes the Spider-Man! I just learned I have an awesome new Aura called the X-Aura, a special type of Aura that crosses my natural Aura with my radioactive spider-powers thanks to the ISO-8 I was imbued with from the explosion! I tested my new power against Pyrrha in a training match, but I briefly lost control and overwhelmed her. This X-Aura is incredibly strong. I need to gain more control over it. No hard feelings, right Pyrrha?

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Vol 1 Issue 16: Cool Suit

Osborn's Mt. Glenn Lab

BGM-X-Men Legends OST-Sentinel Lab (Quiet)

"Project Elementals?" That was the topic Cinder questioned while she and Torchwick are attending a meeting with Norman Osborn in his lab, regarding a new plan that'll help them conquer Vale.

"It is my latest experiment creating the ultimate super-soliders using Dust." Norman responds, walking towards a watery capsule that's currently reviving the unconscious Hydro-Man after his recent defeat. "Though Hydro-Man failed in his mission to destroy Spider-Man, he did provide me some excellent data to create more beings like him with the Dust Formula, which is why I went out of my way to reconstitute him before he completely evaporated into nothing. In addition to Hydro-Man, three more soliders will be genetically altered and gain the power of the primary elements. Water, Earth, Fire, and Air. They will be the physical embodiment of nature itself. Nothing in the whole world could stop them." He explained his newest project to his partners.

Cinder ponders on his new project with silent curiosity, as she's reminded of a certain fairy tale regarding the four seasons. Torchwick, however, scoffs at his new idea and remains unconvinced it'll succeed, "What makes you so sure these 'Elementals' have what it takes when Hydro-Man couldn't wash out a simple bug?"

"Spider-Man was lucky it was a sunny day. Against all four Elementals, he wouldn't stand a chance. If you have time worrying about failure, use that time to collect more Dust to ensure our victory." Osborn firmly orders the crook to collect more Dust for his experiments.

"Fine, fine." Torchwick reluctantly relents, as he starts walking out of the lab.

Unknown to the villainous trio, someone was spying on them in the air outside the hidden lab in stealth mode, using their advanced technology stare through the walls with high-tech sensors that also allows them to listen in to their entire conversation as if they were physically a part of the discussion. They spy on Torchwick leaving the premise, and when the coast was clear, the mysterious individual turns off their stealth mode, revealing their highly-advanced silver and black armor and X-shaped jetpack. This armored spy has a glowing red crest sticking out on the left breastpiece and has a glowing red visor shaped like a "Y" and also has no mouth on the faceplate.

Whoever this mysterious mercenary is, it looks their job was to spy on Cinder and her little group for a mysterious reason. With their job seemingly complete, they fly at high speeds into the nightly city.

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City of Vale

BGM-Ultimate Spider-Man (Game) OST-Spider-Man Suite 2

During his nightly patrol, Spider-Man was minding his own business sticking onto a wall when he spotted the mysterious mercenary flying pass him while leaving behind a red energy trail. "There's something you don't see every day. Almost every day, but not every day." He jokes, shooting out a webline to swing on to chase down the armored flyer.

The armored mercenary was minding their own business flying mysteriously through the air until he was distracted by a loudmouth teenager in red-and-blue pajamas swinging next to him. "HEEEEY! Where did you get the cool suit? And by cool I mean cumbersome in silver and black." He jokes, but the mercenary remains silent and ignore him. Spider-Man continues chasing him until he lands on a rooftop as the mercenary hovers above him, "Don't take it too hard. I mean, clearly you can see I'm kind of a costume-designed snob."

The mercenary grew tired of his babbling and fires energy beams hidden in his gauntlets at Spidey, who dodges them and watches him fly away. "Okay, fine, it's a nice suit. Sorry. Geez." He quipped.

BGM End

BGM-Ultimate Spider-Man (Game) OST-Spidey Skychase

Whoever this mercenary is, it's Spider-Man's job to stop him before he gets away. The webhead chases the flyer to the entrance of a tunnel, where he throws bombs that causes the destruction of cars and a couple of fires before escaping, leaving behind several innocent civilians to perish.

"HELP!"

"HELP ME, SPIDER-MAN!"

Spidey zips down picking up one person at a time and quickly swings each them to the nearest paramedics where they can be treated. "Thank you so much!" A rescued Faunus man thanked the hero.

"No problem." Peter replied, quickly firing a webline to swing on to continue his chase of the mercenary through the tunnel, "It would be so nice, just once, you bump into someone, say hi, and them not try to blow me up." The hero exits the tunnel after catching up to the flyer firing more energy beams that forces him to evade, "Listen up, slappy. I don't know what your deal is, but…" He babbles as the silent mercenary flies away, leaving him alone to sigh, "But now I'm talking to myself."

Civilians are mumbling to themselves as they watch Spider-Man chasing the mysterious flyboy and speculate who he is. The armored thug flies high and low through the city trying to lose the spider-hero, but was annoyed to see him still on his tail. "You know, if I was the Hulk, this would be so over with by now." Spidey jokes while swinging to a rooftop, performing some mad parkour skills before launching himself forward to gain additional speed which should be enough to catch up to the flyer. It quickly proved pointless, as the flyer rockets through the walls of an office building and leaves a fiery mess in his wake that traps a scared woman.

"OH MY GOD! HELP ME! SOMEONE HELP MEEEE!" The woman screamed for her life while surrounded by flames.

Spider-Man quickly zips through the broken window and hops over the fire to grab the frightened woman. "Hang on tight!" He advises her, who holds on a bit too tight, "AH! Not that tight!" He leaps out of a window with the woman in tow, who screams at the top of her lungs while they fall off a large height. The webhead made sure they landed safely on the ground and brings her to the paramedics.

"Oh my…Thank you…!" The woman thanks him while panting heavily.

Spidey spots the mystery mercenary nearby, who appeared to have been waiting for him to catch up for some reason. "All right, you flying pile of repressed…" Just as he swings to his position, the mercenary immediately flees while leaving behind several giant energy walls created from Hard-Light Dust to delay the hero, who is starting to become annoyed with the flying, "Again with the flying! Lemme guess? I'm gonna get near you, and then you're gonna fly away."

The webslinger leaps and swings around his projected force-fields to continue his pursuit on the mercenary. "Hey, you hungry? How 'bout after we're done we swing by to grab some breakfast or something." He jokes, receiving rapid-fire beams as a response, "You don't like breakfast, we could do brunch." He quips while avoiding his blasts.

Annoyed by his persistent and constant rambling, the armored mercenary unveils another unique trick from his arsenal. A grenade powered by Gravity Dust that he throws at a crowd of cars with people inside on the road. The gravity grenade goes off, creating a huge gravity field that affixes most of the cars in midair while scattering the rest through the air. "Oh no." Peter's eyes widen in shock. He quickly bounces off a flung empty car to blitz through another with a driver screaming for help. Spidey carries them out of the car before it collides with another, then hurries to safely suspend a car with his webbing and then quickly catches another car with his amazing strength, "Hold on, I got you!" He then zips to stand outside the gravity field, yanking car doors open with his webbing and then uses more to yanks all of the civilians out of the gravity field.

"You get someplace safe." Spidey told the civilians.

"Thank you, thank you!" A citizen said, as the people run away from the action.

Peter watches them run to safety as his Spider-Sense goes off, turning around only to get sucker punched in the face by the mercenary, giving him enough time to finally flee from his annoying pursuit. Peter's a little too winded to keep chasing him, but he's still capable of firing a Spider-Tracer from his web-shooters and attach it on the thug before he completely left his sight in stealth mode.

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"He's gone. At least I attached a Spider-Tracer before he left." Spidey rubs his pained face as he groggily stands. "How do I manage to find all these weirdoes? Where do they come from? And how do I get 'em to go back?" He jokes, deciding to swing back to Beacon to enjoy a good night's sleep and pursue the mystery mercenary another day.

The next day…At Beacon Academy

BGM-RWBY OST-EP 11 Score - Jaunedice Pt 1

Peter and his classmates are gathered in the auditorium where they are watching Jaune in the middle of his duel with school bully, Cardin Winchester. Cardin has his large, black mace perched on his shoulder with Jaune standing opposite of him with his sword and shield drawn, leaning on his weapon as if exhausted. He looks at Cardin, who laughs at his opponent's tiredness, and Jaune gathers his strength to charge forward and swing his blade at Cardin, only for him to jump out of the way. Jaune looks back, surprised, as the mace sends Jaune's shield - and himself - flying back. Now only armed with his sword, Jaune continued to try and attack, but is blocked by the mace's hilt. Their weapons locked, Cardin forces himself up, towering over a struggling Jaune.

"This is the part where you lose." Cardin taunts the blonde swordsman.

Jaune tries to retort, "Over my dead-!" but was cut short as Cardin knees him in the gut, making Jaune drop his sword and fall to the ground in pain. Cardin raises his mace and is about to slam it down on a worried Jaune just when the buzzer rings, the lights come back on, and Glynda's voice causes him to stop.

"Cardin, that's enough." She tells him to relent and walk away as she comes onto the stage, tapping her tablet. "Students, as you can see, Mr. Arc's Aura has now dropped into the red. In a tournament-styled duel, this would indicate that Jaune is no longer fit for battle, and that the official may call the match." She says, while Jaune still lays on the floor in defeat and Pyrrha looks sad for her leader. Glynda turns her head to look at the losing warrior as he pulls out a smaller tablet with his low, blinking stats and that of his entire team. "Mr. Arc, it's been weeks now. Please try to refer to your Scroll during combat. Gauging your Aura will help you decide when it's appropriate to attack, or when it is better to move to a more... defensive strategy. We wouldn't want you to be gobbled up by a Beowolf, now, would we?"

"Speak for yourself…" Cardin mumbles while perching his mace on his shoulder.

Glynda turns to the seated and standing students, "Remember, everyone, the Vytal Festival is only a few months away! It won't be long before students from the other kingdoms start arriving in Vale, so keep practicing! Those who choose to compete in the combat tournament will be representing all of Vale!"

Her words about the Vytal Festival got her students excited for the upcoming tournament, especially from the members of Team RWBYP. Yang punches the air in anticipation while Weiss shakes her fists with an excited smile. Ruby shakes her entire body with enthusiastic energy while squealing softly. Peter simply scratches his head in confusion since he doesn't know much about the Vytal Festival, usually because he keeps missing the classes that talks about them. He's also more concerned about Jaune, still on the floor of the stage as he hangs his head in shame of his miserable performance against Cardin. As the bell rings, students start leaving while Pyrrha continues to frown sadly for her leader.

Wanting his friends to feel a little better, Peter talks with Pyrrha, "I'll go check on him."

Pyrrha smiles, looking a little happier from his kind offer, "Thanks, Peter."

Peter walks onto the stage to check on his blonde buddy, "Hey buddy, you feeling okay?" He asks him with a smile.

"Not really…" Jaune replies, still feeling slum.

"Oh, don't let Cardin get to you. I know what it's like being bullied." Peter says while offering his hand to help him on his feet.

Jaune was a little shock to hear someone as smart and strong like Peter was bullied, "Really? I didn't think someone like you…"

"Dude, I'm a nerd, and a little shy. Was a bit of a social outcast where I grew up, which made me the perfect target for bullies. Things will get better. Trust me." Peter assures him with a comforting smile and a gentle pat on his shoulder, "C'mon, let's go meet with the others in the cafeteria. I'll tell a few jokes that should cheer you up."

"Okay…" Jaune responds, feeling a little better thanks to his friend.

Before they leave the stage, Peter receives a message through his nanotech glasses and checks it out. "What is it?" Jaune asks him.

"It's my boss from the VNN. Want me to go into town and take some pictures of the wreckage caused by some lunatic in high-tech armor. I'm gonna go and get it done. See ya at lunch." Peter said as he walks away from Jaune.

"Right. See ya…" He depressingly waves at Peter, who cheerfully waves him back with a smile since he sympathizes with him about bullies and being bullied.

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Later at the cafeteria…

"So! There we were, in the middle of the night…" Nora narrows her turquoise eyes while telling an unbelievable story to her friends.

"It was day." Ren casually intervenes in her story.

Teams RWBYP and JNPR, except for Peter, are hanging out in the cafeteria eating lunch while some of them are listening to Nora's story. Blake doesn't pay attention as she is lost in her book, while Yang is enjoying the entire story with her hands cupping her face.

Nora continues with her exaggerated story that Ren keeps correcting while holding a coffee cup, "We were surrounded by Ursai…"

"They were Beowolves."

"Dozens of them!" Nora screams this as she stands at the table, where Weiss is ignoring her and filing her nails, Ruby and Pyrrha are listening politely, and Jaune is messing with his food.

"Two of 'em."

Ruby and Pyrrha look at the distant Jaune with concern while Nora babbles, "But they were no match…And in the end, Ren and I took them down and made a boatload of Lien selling skin rugs!"

Ren sighs, "She's been having this recurring dream for nearly a month now."

Pyrrha looks at her depressed leader and asks him what's wrong, "Jaune? Are you okay?"

Jaune immediately snaps out of his deep thoughts and turns back toward his friends, "Huh? Oh, yeah! Why?"

"It's just that you seem a little... not okay..." Ruby responded.

His other friends stop their distractions and stare at the blonde leader, "Guys, I'm fine. Seriously! Look!" He holds up a thumb while laughing nervously until his attention is focused on the members of Team CRDL, standing around a girl with brown rabbit ears jutting from her hair as Cardin laughs at her and his teammate, Sky Lark, holds up his hands to his head in a mock interpretation of her unusual features.

"Jaune, Cardin's been picking on you since the first week of school!" Pyrrha stated.

"Who? Cardin Winchester? Nah... He just likes to mess around! You know, practical jokes!" Jaune nervously claims.

"He's a bully." Ruby states with a glare.

Jaune scoffs at her statement, "Oh, please! Name one time he's 'bullied' me."

"That time he dropped your books." Ruby names one moment of him being bullied.

"That other time he blocked the door with your own shield." Pyrrha names another moment.

"Or that time he locked you in a locker that propelled you across the sky." Nora names another example, as everyone is totally focused on the poor guy now.

"I didn't land far from the school!" Jaune remarks, trying to laugh off all the times he's been bullied.

"Jaune, you know if you ever need help, you can just ask." Pyrrha suggested.

"Ooooh!" Nora instantly gets up from the table and presents her diabolical plan with a not-entirely-sane grin, "We'll break his legs!"

"What's this about breaking legs?"

The gang turn their attention to Peter entering the cafeteria, after returning from his job with the VNN. "Peter! Take any good pics?" Yang happily asks him.

"They're pic-tastic." He punned, causing his friends to groan at his terrible joke except for Yang, who chuckles from it. "Seriously, what's this about breaking legs? Is this about Cardin bullying Jaune?" He asks as he approaches the table.

"Yeah. We could use your help on this one, Pete." Pyrrha nodded.

"Guys, really, it's fine! Besides, it's not like he's only a jerk to me; he's a jerk to everyone." Jaune protests while Peter crosses his arms, staring in concern for his friend.

They all look over as the laughing grows louder, mixed in with cries of pain from the rabbit girl when one of her ears are tugged on by Cardin. "Ow! That hurts!" The Faunus rabbit named Velvet tries to fight back but fails miserably as she stops struggling and grimaces as she says, "Please, stop…"

Cardin continues laughing as he turns to his cronies and says, "I told you it was real!"

"What a freak!" His teammate, Russel Thrush, guffaws with his teammates while they continue bullying Velvet.

Peter narrows his eyes at the bullies from the distance, glaring at them for bullying a sweet and innocent girl like Velvet. He knows what it's like to be bullied, and knows how to deal with them. Getting physical with them isn't the best choice, but he has another solution to help Velvet as he quietly walks away to get his food to enact his sneaky plan.

"Atrocious. I can't stand people like him." Pyrrha states with a glare.

"He's not the only one…" Blake says while staring daggers.

"It must be hard to be a Faunus." Yang sadly says while leaning her head on her head.

Team CRDL continue having the time of their lives bullying Velvet. They believe they have dominated her and the other weak students at this school. Feeling like they are an unstoppable force no one can compete against unless they don't care about themselves. Peter sympathizes with all those poor kids that have been bullied by the likes of Cardin, who reminds him of Flash Thompson before he slowly changed for the better.

Peter's not going to fight Cardin, but he does have a method to scare his team away from Velvet. He reaches into his pocket and takes out a small red-and-blue spider drone that he has been working on for some time, 'My Spider-bots are still just prototypes, but this is a good time to test one. I'll guide my little drone with my nanotech glasses towards Cardin's table.' He secretly deploys the Spider-bot onto the floor, hanging out in secret to guide it with his hi-tech glasses.

The Spider-bot is small enough to crawl underneath tables completely undetected since everyone is too busy playing with their food or gossiping with each other. Peter guides his little drone underneath the table where Cardin's team are still bullying Velvet, 'Here I am. Cardin and his folk are too dumb to notice mini-me. Time to scare 'em with a subsonic blast. It won't hurt them, but it's gonna be super annoying.'

With a little grin plastered on his face, Peter commands his little drone to unleash a little subsonic blast that was loud enough for nearly everyone in the cafeteria to hear, immediately dispersing Team CRDL away from Velvet frighteningly startled by the sudden noise. "What the hell was that?!" Cardin remarks. Peter activates another blast to scare his team again so they'd get the point to leave Velvet alone, as it sounded like the noise emitted around her area. "So annoying! Let's get outta here." He says his team, as the bullies reluctantly walk away from Velvet.

"Where did that noise come from?" Pyrrha questioned.

Blake seems to be the only one who found the source, as she spotted the little Spider-bot clinging upside down underneath Velvet's table. She silently gasps in shock, realizing that robot could only belong to Peter. She turns around looking for Peter, finding him having just finished playing around with his glasses and heads towards Velvet with a plate of food.

BGM-Marvel's Spider-Man (PS4) OST-Behind the Mask

"Is it okay if I sit here? Looks like you could use a friend." Peter kindly speaks to Velvet at her table while holding his plate.

"Oh, I don't mind." Velvet responds shyly.

"Thanks." Peter places his food on the table and takes a seat next to the rabbit girl, while his Spider-bot secretly climbs his leg and hides back inside his pocket. "What's your name?" He asks her.

"V-Velvet Scarlatina." She introduces herself.

"Glad to meet you. My name's Peter Parker. It doesn't look like Cardin will be bullying you for a while. Thinks this table is cursed with annoying noises. Glad he took the hint." Peter said with a little joke in an attempt to cheer her up.

"Were you…the one who caused that weird noise?" She curiously asks him.

"I may have been experimenting with a little project how to subtract jerks away from sweet and adorable rabbit people." He quipped.

"Thank you." Velvet said, thanking him for saving her from Cardin's bullying.

Peter smiles, glad he can be a hero without wearing the mask, "Your welcome. I've been in your situation before. Still do from time to time. If you want, we can hang out sometime and I can tell you how to stand up to bullies. One important piece of advice: Always good to have a friend. Either by your side or in your heart. Then you'll have the courage to stand up to anyone or anything."

A warm, kind smile slowly grows on Velvet's face, as she takes his advice and friendship to heart and nods, "You're right."

The two new friends start eating together while entering another friendly conversation that involved Peter making a joke that got a little chuckle from the rabbit girl. The rest of Peter's friends stare at him from their table, amazed by just how nice of a guy he is to comfort Velvet and help her with bullies.

"Peter's a nice guy, isn't he?" Ruby smiled.

"Yeah." Blake agrees with a smile on her face as well.

"Nice, smart, strong, cute…An all-around good guy." Yang smiles while giving an unknowing Peter an attractive stare.

"Not a lot of people share those qualities. A person who just wants to help." Pyrrha grinned, internally glad to be friends with a genuinely nice person like Peter Parker.

Having gotten up from the table, however, Jaune looks back at his friends. And while he feels a little encouraged by Peter's example, it's not enough to stop himself from sighing before moving on with his tray table. What he doesn't realize is that Cardin is watching his walk of shame with a sinister grin.

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BGM-Spider-Man: Battle for New York OST-Main Theme

KFX Here: Anyone who has read the original story already knows who the "mystery mercenary" is, but if you haven't, don't worry. He's gonna be a recurring villain for the rest of Volume 1. And yes, I'm switching the roles of the U-Foes to the Elementals as the "Volume 1 Final Boss" based on their appearance from "Spider-Man: Far from Home. Doesn't make much sense for Hulk villains to be Spider-Man's biggest adversaries in Remnant so far.

Guest Isa: The RWBY-verse is pathetic when it comes to fighters compared to the madness that is the Marvel Universe. Gods like Odin have destroyed galaxies while the Avengers have defeated some of the greatest threats in the universe.

Guest 2 (chapter 16): I don't care about Fairy Tail and never will.

Next time: Jaunedice

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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