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

Salem: I'm Salem, the dark queen that rules the Grimm with her will. To learn more about the Inheritors, I journeyed to Earth-01 along with two other spiders and the echidna guardian. It was there we confronted the God of the Great Web that controls our destinies, the Master Weaver. He informed us the Inheritors plan to enslave the Web and resurrect their father, Solus, using the power of the seven Chaos Emeralds. If the Inheritors get their hands on them, then all Spider-Totems, including myself, will be wiped from existence. I will trust that Sonic the Hedgehog's group finds the emeralds first, or else all hope will be extinguished.

BGM End

Act 2 Issue 8: Clone Mission (Part 1)

Earth-802

BGM-Spider-Man 3 (Game) OST-Sewers #1

"Oh, man. This place stinks." Ultimate Spider-Woman said as she sniffs the hallway that she found herself in.

"Chemicals. Rot. Decay. Just ONCE I'd like a bloodthirsty maniac to switch it up. Actually…Silvermane used to smell pretty good. Before he became a withered old head…" Ben Reilly quips, while walking through the hallway with his allies.

Upon realizing the Inheritors have access to cloning technology that makes them immortal, three clones of Peter Parker – Kaine, the Scarlet Spider of Mobiant Earth, Ben Reilly, the Spider-Man of his own dimension, and Jessica Drew, a female clone of Peter Parker and a member of the Ultimates - traveled to the dimension that the clones have originated from. The clones are accompanied by Kaine's girlfriend, Blake Belladonna – a faunus cat that has the power to create clones of herself – as they have no idea what was waiting for them on the other side.

Blake looks at Ben as they walk, interested to conversation with the other clone of Peter Parker that is currently dead in her universe. "Your name. It's Ben Reilly, right? I heard about you from Peter and Kaine." She said to the clone.

"Yup. Not the one from your universe obviously. I'm from Earth-94. I took up the mantle of Spider-Man after Peter lost his powers and lives a happy life with Mary Jane." Ben introduced himself to the faunus. "What about your Peter? Is he married yet? Kaine wouldn't tell me." He asks her.

"No. Don't know when that will ever happen." Blake replies.

"What about you and Kaine? You two definitely seem close." Ben teases, which annoys Kaine as the brooding clone growls on the ceiling he's crawling on.

"Definitely not. We're just dating." Blake said with a small smile.

"A spider and a cat dating? Is that a constant in the multiverse because that always seem to be the case. You're not a cat thief by any chance?" Ben asks the huntress.

Blake looks a little hesitant to reveal her past to him as part of a terrorist organization that wants to subjugate humans so her kind to reign supreme. "I…used to be something like that. It's complicated." She replied.

"She was part of a cult." Kaine stoically answered, and doesn't care if Blake is giving him the evil eye.

"Oh? That kind of complicated." Ben quipped. "Eh, that's all in the past. No need to worry about it anymore." He said, brushing off Blake's past as no big deal and is just glad she's part of the good guys now.

"Was the Ben you knew always like this?" Blake asks her stoic boyfriend, as he crawls on the wall next to her to have a private conversation.

"This one is a little more optimistic, but yeah that's him. Ben was the original Scarlet Spider, and the better clone." Kaine replied.

"Don't say that. You've been doing a great job living up to his legacy." Blake said to cheer him up, wanting him to not constantly downplay himself compared to Reilly.

"If you say so. I was a jerk to Ben. Stalked him and tried to kill him like a certain hornheaded terrorist we love to hate." Kaine said.

"You're not Adam, Kaine. I can attest to that. Maybe use this as a once-in-a-lifetime opportunity to reconcile with your brother." Blake suggested, thinking this is the perfect chance for Kaine to makeup with his brother.

"If we survive this suicide mission." Kaine replied, reminding her to keep her guard up since they have secretly infiltrated the Inheritors' base, or at least one of the worlds they control with an iron fist.

BGM End

BGM-Spider-Man 3 (Game) OST-The City #1

Team Clone stops on their tracks when they 're blocked by a steel door, which might lead them outside this building so they could figure out what kind of hellish dimension they landed in. "Okay, team. If you guys have been through the kinds of things I have, and I assume you have since most of you ARE me in some incredibly weird way that makes my teeth itch, then you've seen some serious stuff in your time." Reilly rallies his team. "But we probably tracked one of these vicious freaks to their homeworld. So who knows what kind of miserable hellscape we're about to encounter?"

Ben looks back at the door and kicks it down and decides to be the first to walk out to learn where they are. What he sees next is what he didn't expect at all. "Oh. My. God." Ben is at a loss for words as he stares silently at a New York City under the complete control of the Inheritors. But it's not hell. It looks rather peaceful. Quite beautiful some would say with numerous blimps flying in the sky.

"Not the hellscape we were expecting..." Blake quips, but just as much in awe as Ben is over the city.

Jessica grabs the stunned Ben's arm and tells him, "We gotta get back inside!" as she doesn't want to run the risk getting caught.

"Whoa." Ben is still stunned from what he saw of the city as he's being dragged back inside the building. "It's beautiful out there! I didn't see even ONE Starbucks. What kind of villain homeworld is this?" He jokingly asks.

"Yeah, we saw. So we can't go out there like this." Jessica said. "The device the other Spider-Man gave us prevents those creatures from sensing us. But it doesn't make us invisible. We'll be noticed immediately if we go swinging around." She said to her allies.

Ben shamelessly rubs the back of his head, "Er, okay, what do you suggest? You don't have civilian clothes on under your suit, do you? Because…that's backwards." He joked.

"I think we're in some kind of hospital. I found these." Kaine returns after a brief absence, sticking to the wall to show his partners three smocks they could disguise themselves with.

The three other heroes sit down and undress so they could change to those smocks. "Good work, Kaine. Where's yours?" Ben asks his brother.

"I have a stealth suit that turns invisible. I don't need a smock. How do you think I got them in the first place?" Kaine replied.

"Invisible to natural light, or I.R. as well? Can it mask your pheromones?" Jessica asks if his suit is built like that.

"I don't know. It makes me invisible. People can't see me." Kaine responded.

"I think I know which suit you're talking about. If it's anything like the one I built in my world, that's a lucky thing for us to have." Ben says as he holds his smock. "This isn't one of those smocks that exposes the butt, is it? It is, isn't it?" He joked, looking worried.

"We'll avert our eyes." Blake quips, as everyone but Kaine is dressed with smocks.

"Let's go, Kaine, scout ahead and lead the way." Jessica orders him, as the team prepare to investigate the hospital.

BGM End

The Hospital

BGM-Sonic Generations OST-Cutscene 3

Inside a large hall of the hospital, Kaine uses his stealth suit to his advantage and crawls on the walls completely undetected by security cameras or anything else while his allies are carefully walking through the hallway. While walking, they notice numerous holographic screens of the Inheritor that rules this universe, Jennix, talking to his subjects inside the hospital.

'Jennix sees you within the machine. There is nobility in your utility. There are elegant secrets in complexity. You are part of something complex.' Jennix said to his subjects.

"Oh yeah, this is definitely one of their homeworlds. Know how I can tell? THIS guy's a TV star." Ben jokes, pointing at the projection.

As the trio walks ahead, the invisible Kaine did his scouting thing and whispers them something. "Group of people coming down the hall. Dressed like patients." He told them.

"Here we go. Be ready for anything." Jessica said.

The gang spots a group of patients walking pass them while wearing weird helmets on their heads. They didn't even seem to have noticed the heroes were standing right in front of them. They simply ignored them as if they weren't there. 'Jennix is not capricious. Jennix does not create in vain. Each of you has purpose.' Jennix said.

The heroes notice something was off about those people as Kaine temporarily turns off his stealth mode. "They just shuffled by like zombies. It's like they didn't even NOTICE you." Kaine told them.

"And did you see? They were clones." Jessica noticed that group were a bunch of clones, somehow.

"Something's not right about this." Blake remarked.

"No way did we stumble right into their clone factory on our first try. Not even I'M that lucky." Ben pondered.

"I doubt it." Jessica walks over to a holographic computer to interact with for information. "Those weren't Inheritors. Too physically normal and WAY too placid. If this IS their homeworld - or one of them – then it would make sense they maintain order by genetically engineering a vast majority of the population. We're probably in a gross clone-hatchery for normal people." She theorized.

"Gross!" Reilly remarks in disgust.

"The good news is, I doubt we're going to run into any real trouble." Jessica said.

But that was clearly a jinx as Blake's ears suddenly twitch and Ben's spider-sense just tingle. "Uh…" Ben remarks.

BGM End

BGM-Spider-Man 3 (Game) OST-Shared Tension (Part 2)

"HEY!"

The heroes quickly face a scientist wearing glasses and a nametag with the last name of "MODELL" written on it, as he approaches the disguised heroes. "What are you three doing out of your groups? What roster are you?" The scientist asks them.

"Is that Max Modell? Is he a clone too?" Blake quietly remarks in shock upon seeing a clone of Peter's boss.

"Uh…Quick! What would a clone say?" Ben whispers to Jessica.

"You are a clone!" Jessica quietly quips.

"You know what I mean!" Ben quipped.

"Somebody call the s-MMPH!" Modell's mouth was suddenly webbed by Kaine, as he webs the clone stuck to the ceiling.

"There are heavily armored guards just a few halls away. We have to go. NOW." Kaine hurried them to start running.

"Kaine! Give us our costumes back!" Jessica tells him.

Ben objects, "But our cover-!"

"Already blown, and I am NOT fighting naked again. There's probably some J. Jonah Jameson clone here and I'll NEVER get those pictures off the internet." Jessica remarked.

Kaine drops the web bag that's holding his friends' costumes as they quickly change into more appropriate fighting gear. "Don't worry. As long as we keep this contained to this installation we should be fine." Ben says as he puts on his mask. Then a squadron of those heavily-armored flying guards show up outside the window and blows a hole in the building, confronting the heroes.

"Or not." Reilly quipped.

The heroes jump out of the window and start clashing with the guards as they fall. Reilly is graceful and reckless as a hart in the woods. Supremely confident and always on the move. He webs up a guard while bashing another one with his fist, dodging gunfire from another guard all while constantly making annoying jokes, "Why would a perfect scientific paradise full of docile clones need a heavily armored security force? You know why? Evil. That's why."

Kaine pops his stingers, moving like the bolts of rage that galvanize him, leaping from foe to foe, devastating one after another without spouting a word. Just snarls and savagery, but always pulling back at the last second, afraid of his own strength.

Jessica reads the battle like tea leaves, swirling through their eddies, reading a half-second into the future. She has neither brainless savagery or easy practiced intuition. She only strikes when she sees, as she spins webbing from her fingers to wrap up a guard while kicking the other one directly in the face.

Though Blake doesn't possess the skills of a spider, her faunus heritage and her training as a Huntress does put them on their level, fighting multiple guards yet maintain motion and energy without fatigue. She handles her Gambol Shroud with high level of skill, slashing away at opponents with startling speed and deflecting their bullets using her blade.

BGM end

All four heroes pound their foes to the same rooftop as they just finish wiping out the armored forces. Once they finished with the guards, they spot someone flying towards their direction and seem to recognize him. "Looks like we've drawn some attention." Jessica remarks, staring at the man approaching them.

"The GOOD kind for once! Looks like the cavalry's here!" Ben says as this world's Iron Man approaches the group in his Model 42 Armor.

Iron Man lands on the roof, greeting the heroes with a surprise, "What in the Great Web is going here?!"

"Huh. That's…That's a weird thing for Tony Stark to say." Reilly quips, as Stark would never say something like that.

"Tony, are you alright?" Blake asks the armored man.

Tony puts up his faceplate, showing the heroes his shocked face. "What kind of cat clone are you? And are these…spiders? HERE? Is this a test? Is Jennix watching us right now?" He asks them.

Reilly takes off his mask to talk to the confused genius, "It's not a test, Stark. It's complicated. We have to get to Jennix, and we could really use your he-."

"Wait!" Jessica tried to stop him from taking off his mask, but she was a little late for that as Iron Man fires a powerful unibeam from his chest at Reilly, completely knocking him out cold. "Saw THAT coming." She said, tending to the unconscious Reilly.

"Three spiders and a cat land right in my lap! Jennix is going to be very interested in this." Stark aims his palm at the two spiders, ready to blast them into oblivion. Blake stands in front of them with her blade out ready to defend her friends. Before Stark could fire, he was brutally punch in the face and knock unconscious by the invisible Kaine.

"Shouldn't have opened that faceplate." Kaine taunts the unconscious Stark.

"Good job, Kaine." Blake compliments him.

"Come on. We have to get out of the open." Jessica said, as she holds onto Ben and is ready to flee to a safe place.

Jennix's Computer Room

BGM-Spider-Man 3 (Game) OST-Shared Tension (Part 1)

Sitting on his chair in his highly advanced computer room is Jennix. The wise one of the Inheritors, the master of billions of souls and the ruler of this universe thanks to his cloning technology. He sits on his throne in deep thought about this war against the spiders. "There are spiders moving between universe in unheard-of numbers. The Web is trembling. This could be the most exciting work I've done in a century." A creepy smile then forms on his muzzle as he says, "And a feast, of course. A feast such as we've never known."

BGM End

Later…At a Safe Place

"Ung…" A fully-recovered Ben wakes up on a table in a random room after being blasted by Iron Man earlier. He's surrounded by Blake, Kaine, and Jessica, with the latter two unmasked as everyone is staying underground away from any more guards.

"Okay, two questions. One: We're somewhere safe, right?" Ben asks his pals.

"Yes." Jessica replied.

"And two: I know I let my guard down. It wasn't smart. But with all this weirdness, I was caught off guard with how good it felt to see a friend. I haven't seen a familiar face in so long." Ben apologizes for letting his guard down against Iron Man. "Other than…well, you know what I mean. Anyway, that wasn't a question but it's tidier organizing my apologizes with numbers." He joked.

"We understand, Ben." Blake responded.

"Well, we have your 'friend' in the next room. While you were sleeping for the past two hours, I painstakingly took his armor off him." Jessica says, leading the group to the next room.

"Who taught you to do that?" Ben asks her.

"My Tony Stark." Jess answered.

"How many times were you electrocuted?" Ben asked.

"Just twice. But once some kind of gas hit me and made me puke." Jess remarks, shamelessly and a bit embarrassed.

"Not bad." Ben compliments her skills, even moreso when they confront the armorless Tony Stark tied up to a pillar.

"Nng…" Stark groans weakly.

"How did you girls get Kaine to wait for me before getting answers out of Tony?" Ben asked them.

"We asked nicely." Blake quips, smiling alongside Jessica.

"Hey, I'm not some animal!" Kaine angrily retorted.

Ben kneels before the clone of his friend to interrogate him for answers. "Do you know who I am?" Reilly asks him.

"You're spiders. You're all spiders, from different universes." Stark angrily responds.

"Actually, Blake's a cat and we're clones of spiders. Clones, just like your bosses. And we want to know where they grow their clone bodies." Ben interrogates him.

"There is only ONE boss on this world, and his name is Jennix." Tony replies with a sly look on his punchable face.

"Tony. What happened to you?" Ben asks sincerely, as this is definitely not the Tony Stark that he knows from his universe.

"What 'happened' to me? I'm the chief architect of three of Jennix's cities. My designs are the framework for half of his security systems. Jennix shares his GENIUS with me. THAT'S what's happened to me." Stark replies, looking a little angry.

"Forget it. This isn't the Tony Stark you knew. This is Jennix's own recipe, using a few familiar ingredients." Jessica said, telling him to stop. "We're in HIS world now. For all we know, it's entirely populated by clones he's specifically bred for their loyalty." She said.

"That's just sick. Wipe out all of humanity and replace them with clones? What kind of monster are we dealing with here?" Blake remarked.

"The absolute worst kind." Jessica answered.

"ENOUGH!" Kaine shouts. The angry clone pops his stingers right in front of Tony's face and threatens to kill him if he doesn't give them the answers they desperately need. "Where is Jennix's headquarters!? Where does he make the cloned bodies of his brothers and sisters?!" He angrily asks him.

"He's the greatest mind on the planet. Where do you THINK his headquarters would be? It's in the Baxter Building." Tony answers with a creepy smile on his face.

Kaine oddly sniffs Tony to tell if he's lying or not. "I don't smell a lie on him. And I would." He said, as it would seem Tony is telling the truth.

"Why would you just tell us that?" Jessica asks their hostage.

"Because you're three spiders and a cat and I'm delivering you right to him. I'll be rewarded for this. You don't think you're going to win?" Tony smugingly asks if they have a chance beating Jennix.

Ben puts on his mask and quips a confident remark, "Well, actually, Tony, I'm Spider-Man. So, yeah. I do."

The rest of the spiders put back on their masks and return to the other room to discuss their plan to infiltrate the Baxter Building. "Okay, team. So all we have to do is break into the most guarded, scientifically advanced building in the city and defeat the most DANGEROUS foes we've ever faced. And we need a plan for this in the next hour or two, before we're inevitably discovered here. And it really has to be a GOOD plan because I made a really cool boast to evil-Tony back there and I don't want to look dumb." Ben jokingly discuss with his allies.

"'Plans' really aren't my thing." Kaine remarks.

"I'm not too familiar with the Baxter Building to think of the best plan to infiltrate it." Blake remarks with no plan of her own either.

"Jess? How about you?" Ben asks the female clone.

"Yeah. I have a plan." Jess remarks with a plan of her own.

"Whoa. That fast? Wow. People from your universe must be smart." Ben quipped.

"It's obvious, really. The place is impregnable. We'd never be able to get in on our own." Jess says, walking towards the dismantled Iron Man Armor and picks up its helmet. "So we're going to need an escort." She said, hinting to her allies her plan to infiltrate the Baxter Building.

Baxter Building

BGM-Spider-Man 3 (Game) OST-The City #1

It took an hour to snap Ben into the armor, triple checking every step for booby traps. Jessica poured sweat. Ben joked the entire time. The heroes then arrive at the entrance into the Baxter Building, Jennix's headquarters. Impersonating Iron Man, Ben walks in Kaine, Jessica, and Blake into the building in civilian clothing and wearing restraints for their wrists.

"I've got three clones here who aren't with the program. I'm bringing them to Jennix personally." Ben said to the heavily-armored guards so they could let him through.

Gaining entry was only the first part of Jessica's plan. The easy part. The more important part was the diversion. With a grin, she snaps her restraints easily and then quickly does the same for Blake. Then the girls work together taking on the guards as Jessica frantically tries to put on her mask.

"They've broken free! Stop them!" A guard shouted, as Ben follows his role and pins Kaine to a pillar by his neck.

Jessica swings away from the guards while Blake flips through the air, using her Semblance to avoid getting shot. But one guard was able to fire a strong laser blast directly at both girls. The girls survived the blast, injured and with tears in their clothing, but still alive, as it's their job to buy Ben and Kaine all the time they need to infiltrate the building.

But before the clone brothers could walk any further, someone that sounds awfully familiar calls them out, "Hey! What the hell?! Hey, Iron Man, hold up for a second! That's Peter Parker! I'd know that face anywhere!"

The clone brothers turn around to face this world's Johnny Storm, who in this universe is Jennix's head of security. "What the hell is going on here?" Johnny asks the disguised Ben for some intriguing answers.

BGM End

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

KFX Here: If you read the "Scarlet Spiders" tie-in comic to Spider-Verse, that is what you're getting for the remainder of Act 2. Joined by Blake, the clones of Peter Parker are working together to stop the Inheritors' cloning experiments that makes them immortal.

XenoSlayer983: Actually, MetalJrock was one of the people that inspired me to write fanfiction. I enjoyed his "Web of Chaos: United Heroes/Worlds Collide", which inspired me to write Fate of Two Worlds and this series as a whole.

Next time: Deeper into Jennix's twisted realm!

Question of the Chapter: What is everyone's opinions on Ben Reilly, the other clone of Peter Parker and the original Scarlet Spider?

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

BGM End