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

Scarlet Spider: My name is Kaine. I'm a clone of Spider-Man that goes by the name Scarlet Spider. What the hell have you been doing, Jennix? Not only you killed everyone in this dimension and replaced them with clones, you've also been trying to clone spiders for you and your family to feast on! You make me sick! Me and Reilly won't be captured for your twisted experiments! We're shutting you down, and wiping out this damn cloning facility off the face of the earth!

BGM End

Act 2 Finale: Clone Mission (Part 3)

Baxter Building, Earth-802

BGM-Spider-Man: Web of Shadows OST-Boss

"So you're the creature that's killed a whole world and conducted the most personally horrifying experiments I've ever seen. Kinda expected you to be bigger." Ben Reilly quips, as the Scarlet Spiders stand together in the secret room confronting the invincible Jennix to a climatic showdown.

"Want to go good cop/bad cop on this one?" Ben jokingly asks his scarlet brother.

"I suppose that makes me bad cop since I don't hold back." Kaine says as he turns invisible.

"Well this is just embarrassing. I just told you I can SEE you." Jennix replies, easily seeing through his invisibility. But that was just a distraction for Ben to web his face, blinding him as Kaine reveals himself and leaps forward using his Semblance to ignite his fist as he delivers a vicious punch, smashing the vampire through the wall and through the central pillar in the central clone room. Kaine swings towards the seemingly weakened vampire and lunges at him, but Jennix recovers and brutally slaps him down.

"You DARE try to hurt me. The arrogance of that! I am Jennix, Inheritor of all REALITY! You are slime, crawled out of a vat!" Jennix boasted his arrogance. He then gets the feeling he's about to be attacked, but that was seconds before he was crushed by one of his failed spider-vats.

"How about we BOTH get to be bad cop?" Ben quips, swinging towards Kaine after throwing the vat at the Inheritor.

It took mere seconds for the annoyed Jennix to burst himself out of the wreckage. "ENOU-!" He shouts as he is interrupted by a jumping kick from Kaine, followed by a strong left hook from Ben that knocks him back.

Kaine continues on the brutal offensive alone for a moment as his rage starts to overwhelm him inside and out. With every punch thrown, he's reminded of those spiders Jennix failed to clone. The anger of being reminded as the failed clone of the Jackal. All that rage fuels the dark red aura radiating out of his body as he loses control over his own Semblance. Kaine's Semblance is unique among others because his body and soul was genetically enhanced with ISO-8 by the Jackal, granting several powers related to spiders in some weird way like fire fists, teleportation, stingers, and metal exoskeleton. But there is one ability of his Semblance that he absolutely loathes using because it reminds him of being a monster. The ability to transform into a monstrous Man-Spider form that is dubbed his "Tarantula Mode."

"NYAAAARRRGH!" Kaine growls, as his stingers pop from his wrists and spines protrude from all over his body. His body and muscles expand, ripping tears in his suit as his fangs pop out of his mask.

"Kaine, don't-!" Ben pleads with his brother to stop before he loses control over himself and does something that he might regret.

"Don't WHAT?" Kaine retorts, midway in his Tarantula transformation while possessing some control over his monstrous self. "I'm sorry, Ben, but there's only ONE way this can end. We aren't fighting Mysterio or some idiot in a goblin mask. We're fighting EXTINCTION!" He argued with his pacifist brother.

"You can't…" Jennix pleads for him to stop as he doesn't want to die.

"I WILL NOT BE SLAUGHTERED LIKE SOME ANIMAL!" Kaine shouts, ferociously stabbing his flaming stingers through Jennix, killing the Inheritor through his blind rage.

BGM End

Ben quickly grabs Kaine to stop him from moving after killing Jennix. "You killed him! You've gone too far!" He berates his brother.

Kaine pants as he calms himself down, regaining control of himself and powers down from his Tarantula form. "I…what have I done? My Semblance. I have to get control…" He said, internally berating himself for transforming into that horrible form.

"Oh, I think not." A hauntingly familiar voice gains the brothers' attention as another Jennix emerges from a clone vat, reviving himself through a cloned body.

BGM-Ultimate Spider-Man (Game) OST-Spidey Rhino Race

"That 'Semblance' of yours is quite an anomaly. Abnormally powerful through ISO-8, correct? You are even more impressive than I'd imagined." Jennix grins at Kaine, jumping out of the vat in front of the clones, confronting them to another round. "Your strength might rival even The Other. Imagine the spider-clones I can create through the Chaos Emeralds. This is going to be fun." And as the immortal scientist stands there like a sadistic dope, something extremely powerful blasts him into oblivion, completely disintegrating him into nothing.

BGM End

"Um…was that you?" Ben jokingly asks his brother. "Because if you can do something like THAT, those 'Semblance' powers are scarier than I thought." He joked.

BGM-Ultimate Spider-Man (Game) OST-Spidey's Rhino Beatdown

'That was me, guys.' Blake's voice is suddenly coming from the laser gun that annihilated Jennix.

"Blake?" Kaine remarked.

'According to Jess, I just fired a high-yield, self-detonating, unstable plasma round. Can vaporize a four-by-four block of solid Adamantium.' Blake explains, standing on a rooftop outside the building with Jessica as they control the weapon.

'We got into the defensive grid here. Using his own toys against him. Pretty sweet, no?' Jessica asked the brothers.

"Shut it down, girls." Ben tells them to disable the weapon.

'Are you serious?' Jessica responded in shock.

'This is the only weapon that can kill an Inheritor and you want us to shut it down?' Blake retorted.

"YES! Shut it DOWN. Totally disable them if you can. If they get control of that back from you we're dead in seconds. And I can't believe I have to say this to you girls too, but we DON'T KILL ANYONE." Ben argued.

"Oh, don't worry. You haven't." Jennix smugingly remarks as he creepily emerges in a new body for another vicious round with the spiders.

'He's got a point, Ben.' Jessica quipped.

"Okay, we'll need to think of a new strategy." Ben says, as Jennix lunges at Kaine with frightening speed and slashes him down. Then he does the same to Ben, viciously tearing through his costume with his razor-sharp claws, "ARG! Every time we put him down, he comes back fresh and strong. We CAN'T keep this up. We need to find a way to trap him. The transfer between bodies has to have some kind of carrier signal. If we could stop it somehow, slow him down…" Ben says while dodging the terrifying strikes from Jennix.

'Exactly. I think that's the system drawing all the power up here. It's definitely some huge receiver. I think I can—Uh-oh.' Jessica remarked.

"What's 'uh-oh?' You don't get to say 'uh-oh.' Kaine and I are fighting an unkillable demon from outside of TIME. WE say 'uh-oh'?" Ben quips, as he and the transforming Kaine dodges a powerful strike that obliterates a hole through a walkway. "Is something on FIRE up there?" He asks the girls.

With Jessica and Blake…

BGM-Spider-Man 3 (Game) OST-Sandman/Shriek Boss Theme

"How'd you guess?" Blake casually quips to Ben, as she and Jessica are being confronted by the evil Human Torch on the rooftop.

"I'm the chief security officer here. You think you can hack into my system without me knowing?" Torch asks, hovering above the intruders as he scowls down at them.

The girls slyly smirk at the flaming officer. "Actually…kinda, yeah. 'Your' system, huh? How many times did you call Tony Stark at home before he just color-coded the buttons for you?" Jessica joked, enraging the fireman to throw powerful fireballs at the girls.

BGM End

With the Scarlet Spiders…

BGM-Ultimate Spider-Man (Game) OST-Venom Throw Down

Things are not looking good for the Parker brothers as they are getting brutally trounced by the invincible immortal vampire of the multiverse. Trapped in the den of an unstoppable enemy. Jennix continuously pummels on Kaine, smashing him onto the walkway. A battle-damaged Ben watches his brother viciously being choke to death. Jennix is not as strong as his brothers, Ben thinks. Not as used to fighting. But he has a cruel and bottomless rage. And he doesn't seem to be getting tired. Kaine has rage stroking him too, but he's just a man, and Ben can see him starting to wilt. Kaine's blows are coming slower than before. He's unsure of himself. His arms bristle with spines, then relax.

Ben fires a webline to Jennix's back while he was distracted pummeling Kaine and spins him in the air, throwing him through the equipment of the room. Jennix quickly recovers and savagely slashes his left arm, brutally dislocating it as Ben shouts in pain, "AAH!"

Meanwhile with the girls…

Jessica swings away from the fireballs that are thrown at her by the Human Torch as Blake runs up a tower and propels herself from her shadow to strike their foe down. She launches a blade beam from her sword, but Torch blasts through it with a powerful fire beam and knocks out the faunus from the sky.

Torch flies towards Jessica as the clone falls down the hole while secretly webbing her right arm. "Typical spider. Get threatened and dart back down your hole. I'm coming to burn you out, little girl." He taunts her, chasing her through the hole that leads him to get uppercutted by the spider.

"Follow a spider to her parlor. Tactically brilliant." Jessica quips, knocking him towards Blake as she uses her clones to deal follow-up slashes.

BGM End

Meanwhile with the brothers…

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

Ben is pretty much done with his fight against Jennix as he doesn't have much strength to continue fighting. Broken knuckles from hammering away. Vision swimming. And something popped in his chest with the last blow. He felt it go. Now every breath is like sucking flame. But Kaine is still on his feet, somehow, though Jennix continues to grind him down. 'Protect Kaine', Ben thinks. Kaine is the one Jennix is hungry for. He knows Kaine can hurt him, and he knows Kaine is terrified of cutting loose. But as much as Ben cuts loose, still Jennix won't fall.

Until suddenly, a defeated Human Torch crashes down in the middle of their violent brawl. Kaine is already down as Jennix holds Ben in a brutal chokehold as he looks up to see the teared and battered Jessica and Blake enter the scene. "What's this? Another one? And a faunus? And just when I was starting to feel bored." Jennix taunts the newcomers.

"The LAST guy that got fresh with us just got pushed down an elevator shaft, and he was made of living flame. What do you think you'll do to us, scarecrow?" Jessica quipped.

"I'll likely save you for dessert after my meal." Jennix says as he throws Ben at them, forcing Jess to catch him.

"I got him! Help Kaine!" Jessica says to Blake.

Blake nods and leaps in front of the unconscious Kaine with her sword out, willingly to do whatever it takes to protect her boyfriend from being devoured. "You're not touching him." Blake glares, threatening Jennix as he scoffs at her with a smile.

Meanwhile, Jessica tends to the brutalized Ben and asks if he's okay. "Ben, are you okay? You look like you've been through a blender." She asks him.

"Cuisinart." Ben weakly quips.

"What?"

"Cuisinart issa funnier word."

"Oh, man. I think you got brain trauma." Jessica remarked.

"That's what everybody thinks. I just gotta catch my breath." Ben quips, grunting painfully as he slowly stands on his feet. "Save Kaine. Go help Blake! She's not gonna last TWO SECONDS with that guy." He said, pointing to Blake helplessly getting trash into a broken pulp by Jennix's terrifying punches.

Ben can see she doesn't want to leave, but she knows who needs her more, and he's absurdly proud. Another hero with a spider on her chest, making the right call. Broken, concussed and woozy, he thinks, what's the right call now? He'd always done right in the past. It was Peter who'd get it wrong. Peter who lost Uncle Ben. Who lost Captain Stacy. Who lost Gwen. Who even lost his powers, and passed the mantle on to Ben. He gave Ben his life back on that day, and since then everything had gone right. He'd saved the city countless times. Saved the world. And after he'd saved Jonah Jameson's wife, Marla Jameson, from Alistair Smythe, he'd finally gotten the acceptance Peter never had. Ben Reilly had done the right things in his world and things always worked out. So what now? As hope hangs on a single, thin thread. Like a thread of a web…A Web.

"You know what's the most delicious thing about this?" Jennix taunts the girls while easily bashing their lives away. "Even if you'd somehow succeeded in destroying these clones, I own the whole planet. I have thousands of these facilities all over this world. You NEVER could have won." He brutally stomps on Blake's head while she's lying near unconsciously on the floor, while gripping his creepy hand on Jess' beaten hair. "Silly little girls. I'll eat you first, then the faunus, then the broken one. And lastly, I'll feed on that abnormal clone-."

BGM End

"JENNIX!"

Jennix turns around facing a determined Ben carrying the plasma weapon that Blake used to vaporize one of his clones. "Do you think you can threaten me with that, boy? Good, I need a fresh body. I think this one's chipped a nail." He joked.

"Actually, I was thinking about the Web. How it brought us HERE, to New York, the same place you have your headquarters. How the strongest strands always seem to pass through THIS city. I'm guessing that, even if you have facilities all over the world, THIS is the only one that actually receives the signal that carries you Inheritors back here for your new bodies. So I'm going to blow it up. Those silly little girls found it for us." Ben smiles after deducing the Baxter Building is the only building that houses the Inheritors clones.

The heroic spider swings to the rooftop where Blake and Jessica were controlling the plasma weapon, leaving an extremely terrified Jennix behind as he hurries to stop him. "No! NOOOOOOOO!" Jennix yelled.

Blake helps her boyfriend on his feet as he slowly regains consciousness. "W'happened?" Kaine weakly asks her.

"I think your brother's going to save the day." Blake replied.

With Ben…

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

Ben stands alone as he's about to interact with the control tower as Jess contacts him, 'Ben! I deactivated those weapons, but I can walk you through the sequence on my terminal to rearm it.'

"I don't think so, Jess. Looks like this all got fired." Ben says, noticing the control system is melted thanks to the Human Torch from earlier.

He then gets another idea. An extremely dangerous idea as he takes out rounds of the plasma weapon from the tower. "You guys said these rounds were 'unstable' though, right?" Ben asks the girls.

Jess responds, 'Yes. We can rig a quick and dirty timer-.'

"Maybe…But Jennix is right behind me with a major mad-on. I had a more immediate solution in mind. We're not going to get another chance at this." Ben said calmly, sounding like he's preparing to sacrifice himself to stop Jennix and his plans.

'Ben, you're not…' Blake is stunned to hear that her new friend plans to sacrifice himself.

'Ben. Don't-!' Jess remarked.

"Listen." Ben interrupts her as he calmly speaks to them. "I'm proud of you, Jess. You wear the spider well. You're tough-minded and a pro and as noble as Peter ever was. There's a lot of him in you, but there's even more of yourself. Don't forget that. Blake. We didn't know each other for long, but it was great working with you. Whatever cult you were a part of, don't let that define your future. Keep moving forward with a smile." He continues saying his goodbye to his new friends as Jennix found him on the roof. "Take care of Kaine, and tell him it's okay to crack a joke every once in a while. Tell him he's a good guy. And I know you girls don't believe this but the good guys always win."

With his goodbyes done, Ben shows the horrified Jennix the unstable plasma round that he has in his hand. "You DARE NOT!" Jennix remarks in shock.

"Hey, buddy. Glad you could make it. Wanna see what it feels like to lose?" Ben says his final words as he throws a round at the others piled together.

BGM End

And at the last second, with his last thought, Ben thinks: There's probably a way I can make it out of this one, too, as the Baxter Building explodes in a glorious fashion. Everything from the equipment to the clone rooms are consume in the humongous explosion that can be seen for miles, while Jennix is blasted off the roof yelling, "NOOOOOOOO!" in his defeat.

Meanwhile, the girls quickly carry Kaine by his shoulders, running as fast as they could away from the destruction of the Baxter Building. "They killed him." Kaine remarks stoically, as the remaining heroes escaped the explosion.

Jessica somberly says, "He sacrificed himself so the mission could succeed-." as both she and Blake mourn for Ben's heroic sacrifice.

"THEY KILLED HIM!" Kaine shouted angrily.

"He was noble and he SAVED us. I've lost friends before. You can't focus on the ugliness or it'll poison you." Jessica replies somberly, wanting her fellow clone to calm down.

"No big deal, right? Just one more dead clone mixed in with the rest!" Kaine retorts as he opens a portal to an unknown dimension.

"What're you doing?" Jess asks him.

"I'm going to Loomworld. I'm taking the fight to them!" Kaine said, not thinking straight as he's clearly enraged over Ben's sacrifice.

Jess grips his shoulder, preventing him from going further with this crazy plan of his. "Don't be insane! Just ONE of them trashed all four of us. And HE was the nerdy one! We have to go join-."

"NO!" Kaine turns away as he partially transforms into Tarantula, forcing her to let go. "I want to END this! I want to FINISH THEM!" He declares monstrously.

Just before Kaine could step into the portal, someone stops him by grabbing his right hand. He snarls as he turns his head to Blake, who stares at him with a sad, worried look on her face. "Kaine…please." She sincerely tells him to stop.

Suddenly, Kaine snaps out of his anger as turns back to normal and falls to his knees looking devastated. "I…I wanted to apologize. I failed him again…" He said, harshly fighting back his tears by punching the ground after failing to reconcile with his brother.

Blake kneels down to hug him, "You didn't fail anyone. Ben was proud of you. We all are. Thanks to you, the Inheritors aren't immortal anymore. You GAVE us a fighting chance. But we NEED to stick together. It's the only way we can beat them. We'll avenge Ben. I won't leave your side until it is done. I promise." She promised him sincerely.

Kaine calms down enough to return the hug as the couple embrace each other. "Okay…" Kaine replied somberly as his portal to Loomworld closes.

"Good. Let's reunite with Peter and the others and tell them we destroyed their cloning factory." Blake says as the two stand together next to Jessica.

"So be it…But know this, Blake, those bastards ARE going to die! You have my word!" Kaine promises her that he'll kill the Inheritors now that they are vulnerable.

Blake and Jessica thought Ben Reilly as a silly person. Overconfident and naïve. Untouched by failure, and so wrong about a lot of things. But maybe he was right today as they stare at his tattered mask hanging on a broken pile of debris. Today the good guys won.

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

KFX Here: And that's it for Act 2. Ben Reilly sacrificed himself to stop the Inheritors' clones, so now when they die, they stay dead forever. Things are looking up for the heroes, but they remain aloof that the Inheritors have gathered all seven Chaos Emeralds. How will events play out in the final act of Spider-Verse? It's a short one, but I promise it'll be quite the doozy. I'm also thinking of Spider-Verse being the last story under the "United Heroes Adventures" name and do another sequel series. I'll continue thinking about it once this story is over.

Next time: The beginning of the end. The powers of a god unleashed!

Question of the Chapter: What are your overall thoughts on Act 2 of Spider-Verse? Things that you like? Things that you didn't like? What are you looking forward in Act 3?

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

BGM End