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

Spider-Man: Watch out! Here comes the Spider-Man! The Elementals are beaten, Team RWBYP's reunited, and we just saved the entire kingdom before it was blown off the map. Just another day as your friendly neighborhood me, but there's some unanswered questions. Who's the Professor? Torchwick made it sound like I know this guy, but I don't have a clue who he is. And the ISO-8. I know for certain it was used in that Devil's Breath outbreak a while ago, along with my DNA. Could all this be connected to that "big threat" Madame Web is preparing me for? A Spidey's work is never done. Let's see what's going on now.

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Vol 2 Issue 1: Evolutionary Complications

City of Vale

BGM-Marvel's Spider-Man (PS4) OST-Spider-Man

Today is a beautiful day at the capital city that represents the entire kingdom. The city is quiet and peaceful, gearing up for the upcoming Vytal Festival while crime is at an all-time low. And it's all thanks to their lovable, interdimensional, friendly neighborhood superhero, the Amazing Spider-Man. The masked vigilante is standing on top of the tallest building in the city, gazing down at the city before performing one large jump into the air as he skydives like a ball, uncurling so he could feel the wind hitting his face. And just as it looks like he's going to painfully faceplant onto the street, he thwips out a webline and immediately swings over the streets hollering, "YEEHAAAAAAW!"

Spider-Man swings over high distances and ran on walls of a building before leaping high into the air, taking out his Scroll to take a selfie during his swing. He goes up on a building to gain some momentum as he shoots his webbing at the top and ran on the side of the rooftop, giving him edge to jump off it and dive straight into the air, equipping his web-wings to glide over the city a little bit before web-swinging around some more.

The webslinger swings over a crowd of civilians on the streets, where they are overjoyed to see the kingdom's hero swinging past them. "Look, it's him! Spider-Man!" A human man shouts, as the crowd cheers their hero.

"Hiya, everybody! Glad to see you're doing okay! Always remember! We all do our best when we work together!" Spidey advises the people while landing on a rooftop to greet them.

"We got your back, webhead!" A Faunus man points at him, while the crowd waves goodbye as they see him swing off.

'Nice to see the city healing nicely after nature tried to enjoy all four seasons at once.' Peter quips while swinging through the city. 'It's been weeks since the Elementals attacked, and it's been months since I've been stranded in this dimension after my last fight with Green Goblin. Still want to go home, but I think I've adjusted quite nicely to Remnant. City's been pretty quiet lately. My training at Beacon Academy is surprisingly paying off for your friendly neighborhood me. I'm even able to make it to class on-time. Weiss couldn't believe it either.'

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He lands on a rooftop, staring at the sky while monologuing, 'I'm glad my life is "slightly" improving, but I can't shake the feeling that…something bigger is lurking in the shadows. There are still some mysteries left unsolved, and I'm uncertain how to solve them before it's too late. Maybe Madame Web could help me. Except that weird old crone is never around when you-.'

BGM-Sonic Adventure OST-Theme of Tikal

Suddenly, a foggy vortex consumes Spider-Man from beneath his feet, "Hey!" as he gets swallowed into the empty pocket dimension controlled by his mysterious mystical advisor, Madame Web.

"Old crone, am I?" Madame Web remarked.

"Y'know, I was wondering when you'd show up again. I need to talk to you on a few things." Spidey says, as he lands in her little pocket dimension.

"Then talk. That is your expertise." Madame Web calmly snarks at the jokester.

"It's about all the strange things that's been happening all over Remnant ever since I arrived in this world. Like the Devil's Breath virus that nearly destroyed Mantle. It used my DNA and ISO-8. Is it true that when I arrived in this world, that I accidently brought along some ISO-8 and that someone found some for their own misdeeds?" Spidey asks her, as these questions have been bothering him for quite some time.

"That is correct." Madame Web answered.

"And the Professor. Is it true that he was the one who created Mach-X to attack Atlas, and has been working with the White Fang to create an army of supervillains like the Elementals?" Spidey asks another question.

"That is also correct." She replied.

"Then who is he? Torchwick said he has a grudge against me. That we have history." Spidey responded.

"That, I cannot answer." She told him.

"Why not? This guy's obviously a threat. His Elementals nearly destroyed the world!" Spidey retorted.

"Like questions on an exam, why should I just give you the answer when you're so close to figuring it out yourself?" Madame Web riddled, confusing the poor boy. "You are on the right path learning the true identity of your enemy. I have foreseen it." She said.

"How? Because you have psychic powers?" Spidey asked.

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BGM-Spider-Man: Shattered Dimensions OST-Web of Destiny

"That, and because of this. Behold!" Madame Web spreads out her arms as she mystically summons a construct behind her chair that resembles a large web. Between every strand depicts images or a live feed of variously different spider-people all across this great web.

"Whoa…Wh-What is all this…" Spider-Man asks in amazement, staring in awe at the many different spider-people on this mystical web.

"This is the Web of Life and Destiny." Madame Web answered. "A three-dimensional construct in five-dimensional space, acting as a model of the entire multiverse. Every reality. Every possible future. I see them all, judging which is most likely to come to pass. In most of these universes exist their own version of you. Their own Spider-Man. Their own Spider-Woman. All of them are connected to the Great Web." She explains to the astonished Spider-Man.

"Whoa, whoa…slow down. Other realities? With other me's?" Spider-Man remarks in confusion.

"Yes. We refer to these totemic avatars as Spider-Totems." Madame Web answered.

"But I'm the most charming, right?" He quipped.

"Our Earth exist in the center of the multiverse as the 'prime universe'. Every alternate reality branches off from the prime universe, ranging with minimal to drastic differences. Our universe acts as a hub where it all revolves around." Madame Web explained, ignoring his joke.

"Now you're losing me." Spidey quips, before taking another glance at the Great Web and notices a universe that looks very familiar to him, depicting an anthropomorphic blue hedgehog running through some green hills at the speed of sound. "Wait a minute. I recognize that universe. That's Mobius! And there's Sonic! His universe is also connected to this…Web of Reality?" He asks the mystic spider.

"It's like I said, EVERY reality is connected to Great Web in one way or another. Your recent adventure in Mobius strengthened its connection to the Web, as the same here in Remnant. These two worlds are interconnected through you." Webb explained.

Spidey stares at Sonic and his world depicted on the Web and smiles, "Now that's a face I'd never thought I see again. Almost miss the blue dude. The two of us have a lot in common. But…why explain all of this to me now?" He asks her curiously.

"The crisis you will soon face will not only change your life forever, but threaten to consume everything you hold dear." She cryptically replied.

"If it wasn't the Elementals, what are you preparing me for?" Spidey asked.

"A horror. A horror beyond belief." She said cryptically again, while swiftly teleporting her confused student back on the rooftops of Vale.

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BGM-Marvel's Spider-Man (PS4) OST- Free Roam/Open World Music Theme 1

"Great. I'm really glad I asked." Spidey quipped.

Before leaving the rooftops, the webslinger receives a hands-free call coming from his teammate Blake, answering it through his mask as she speaks, 'Peter, where the heck have you been?'

"Oh, out getting some fresh air." He quipped.

Blake sighs, 'Well, I'm glad one of us was. Me and the team just came back from our joint mission with Team JNPR after destroying a possession-type Grimm that merged a couple of King Taijitu together.' She informs him.

"Sounded interesting." He quipped.

'Not as interesting as the berating you're going to receive from Weiss for missing today's mission.' Blake dryly snarks back.

"All bark but no bite with her. Where are you guys right now?" Peter asks.

'We just arrived outside the movie theater. You should better hurry. The movie is about to start soon.' She warns him.

"Aw shoot! That's across town! I wonder if this is the crisis she was talking about?" Peter remarks, joking about Madame Web's warning.

'What are you talking about?' Blake is still on-call, confused on what he was talking about.

"Uh, nothing, nothing! Tell Weiss to chill and that I'm on my way!" Spidey spins out a webline, as he hurriedly swings to the movie theater to regroup with his friends.

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Vale Movie Theater

BGM-Sonic the Hedgehog (2006) OST-Soleanna Castle Town

Peter swings into an alleyway, where he quickly switches to his civilian clothes and runs out towards the movie theater to hang out with his friends. His teammates in Team RWBYP and his other friends in Team JNPR are outside the theater sharing a casual discussion while waiting for their friend. Ruby's eyes glance to see Peter rushing towards them and smiles, happily greeting her friend, "Hey Peter! Glad you showed up!"

"Sorry I'm running a little late and missed today's mission, guys." Peter apologizes to his friends.

Weiss tiredly sighs, "We've gotten used to it."

"Hey Pete. All of us had a bet going on whether or not you'd actually show up." Yang jokingly said with a smile on her face directed at him.

"Thanks, Yang. I'm also afraid to ask, but, who won the bet?" Peter replied.

"I did, of course. Okay Nora, pay up." Yang quips, gesturing to her hammer-wielding friend.

"After the movie. C'mon, it's gonna start soon, and I can't WAIT!" Nora eccentrically remarks as the group of friends walk towards the theater.

"What are we watching again?" Peter asks his friends.

"The Shadow Huntsman Rises!" Jaune replies, handing the brunette his movie ticket. "It's the final movie in The Shadow Huntsman Trilogy, set eight years after the events of The Shadow Huntsman, as merciless revolutionary Kane forces Shadow Huntsman out of his retirement to save Vale City from nuclear destruction! Doesn't that sound cool?!" He excitedly explains the premise of this new film.

"Certainly sounds as awesome as another movie that sounds similar in premise." Peter quips, as they enter the main lobby of the theater.

"The concession lines don't seem too long. We might have some time to buy some snacks before the movie starts." Yang grinned.

"I rather we find seats first, just to be on the safe side." Weiss suggested.

"Peter, can you, Blake, Ren, and Pyrrha go find us some seats while we get the popcorn?" Ruby asks her friend.

"Okay." Peter simply accepts the assignment.

"Thank you!" Ruby smiled adorably in response.

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BGM-Spider-Man 3 (Game) OST-Black Suit Theme #3

With most of his friends buying the snacks, Peter and the remaining few stroll through the lobby as they head towards the door that leads into their movie room. But halfway through the stroll, Peter starts faintly hearing a mysterious voice in his head calmly calling him, 'Peter…'

"What?" Peter responds, as his movements almost come to a complete halt while looking around the lobby for the being calling him.

'Peter…!' The voice slowly becomes louder, clearer, still very calm but sounding deep and frightening as well.

Peter clenches on his head as it starts aching terribly like never before. He tries taking deep breaths to calm himself down but it doesn't help for a second. Before entering the movie room, Blake turns around at Peter and notice something is very wrong with him. "Are you okay?" She runs up to check on her superhero friend.

"Argh…My head is killing me. It's just…pounding so hard!" Peter replies, lowering his head while clenching onto his forehead. "I think it's my Spider-Sense going nuts. You…You might need to get someplace safe." He tells the cat faunus before rushing to the nearest bathroom, while Blake stares at him with a worried look of concern on her face.

'Peter…I'm coming for you…' The demonic voice warns him, as Peter burst into the empty bathroom to catch his breath behind the sink.

He looks down at the sink while feeling very strange, a feeling that he has never felt before. He makes some very unusual heavy pants while trying to regain his breath and composure. He stares at the mirror while his hand trembles with a cold thought, looking unusually tired and frightened as he asks himself, "What's happening to me?"

'My darling boy.' Suddenly, as if he's hallucinating, Peter starts seeing a dark silhouette in the mirror that has multiple, glowing red eyes, that are very spider-like in appearance, 'My Peter. Don't be afraid.' The demonic silhouette slowly disappears to reveal itself as a large and naked Man-Spider monster with six arms and demonic fangs while the entire body is covered in dark brown fur, 'Scientists aren't supposed to fear…evolution.' He said with a frighteningly, demonic grin.

His Spider-Sense goes into overlord, giving Peter a headache that he has never experienced before in his life. His X-Aura suddenly activates on its own as well, surrounding him in an out-of-control red aura while his eyes flicker red relentlessly and his fangs start showing. Peter seems to be losing his mind, as he could see it being clouded by his own webbing while he screams, "AAAAAAAAAAAAAH!" all while the Man-Spider in his head laughs demonically.

'FWAHAHAHAHAHAHA!'

Outside the bathroom, Blake heard Peter's painful scream from afar because of her hidden cat ears. "Peter?" She mutters, worryingly staring at the men's bathroom where she heard his scream.

"What's wrong, Blake? Where's Peter?" Pyrrha approaches her alongside Ren.

"Ren, can you go to the bathroom and see if Peter's okay?" Blake asks him.

"Sure." Ren walks into the bathroom, and the first thing he was horrified to see is Peter lying on the floor unconscious while his X-Aura is still active. "Peter!" He rushes to his aid and kneels down next to him, checking his pulse to see if he's still alive just as his X-Aura strangely deactivates on its own.

Seconds later, Jaune shows up in front of the bathroom holding many snacks and popcorn for the movie, "Ren, movie's about to start. What's going—PETER?! Is he okay?!" He accidently drops his food the second he sees Peter's unconscious condition.

"He's still alive, but he's out cold! We need to get him to a hospital!" Ren grabs the unconscious Peter, carrying him by his shoulders.

"I'll gather the others and call the paramedics!" Jaune says, rushing out of the bathroom while Ren carries his unconscious friend out.

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Several hours later at a Vale Hospital…

BGM-Mega Man ZX Advent OST-Relief

Peter was sleeping in a hospital bed until his head twitches and moves around a little before suddenly waking up in a frighten daze, "Mmmwwaaa!" He quickly calms himself down to find himself in a hospital, "Huh…Where am I?"

His attention immediately turns to the door when his doctor enters the room and is pleasantly surprised to see his patient is awake, "Oh. You're awake already? You've recovered faster than I anticipated!"

"I'm in the hospital? How did I get here? Last thing I remember…" Peter respond.

"You suddenly collapsed at the movie theater after suffering a brain aneurysm and was rushed to the hospital. You seem to have quite a remarkable healing factor, otherwise we would've gotten you some treatment." The doctor replied, completely oblivious to his spider-powers granting him an enhanced healing factor compared to most ordinary humans.

"Heh. Don't think I have any health insurance to cover that." Peter joked. "Know the reason why I suddenly collapsed, doc?"

"Judging from the tests, you seem perfectly okay. My diagnosis is a simple mental issue from overworking yourself, according to what your friends told me. Seems to have subsided for now. I recommend taking it easy for the next few days." The doctor suggested.

"I'll try." Peter said uncertainly, since he is secretly a superhero that has the responsibility to always help people.

"Speaking of friends…" The doctor gently opens the door to allow Team RWBY and Team JNPR to run inside and check on their friend after being extremely worried for him.

"Peter, you're okay!" Ruby rush to give him a very relieving hug.

"I'm alright. Sorry I made you all worried. Did you enjoy the movie?" Peter asks them.

"Are you out of your mind?! We were GREATLY more concern of the condition of our friend than some stupid movie." Weiss angrily retorts, as his friends were forced to miss the movie to get Peter to the hospital.

"Sorry about that." Peter frowns, feeling guilty that his friends sacrifice their fun time for his sake.

"It's okay, man. We're just happy you're okay." Jaune replied.

Yang turns to the doctor and asks, "Is he ready to leave the hospital?"

"Everything seems normal. He's ready to leave at any time." The doctor smiled.

"We'll be waiting outside. Try not to overwork yourself, Pete." Pyrrha advises him, as everyone including the doctor exits the room. Everyone but Blake, as she still has some concerning questions for him.

"What happened, Peter?" She asks him.

"Can we talk later? My head still hurts." He quipped.

"Peter, please. If it's a Spider-Man thing, talk to me. I'm the only one you can talk to about this." Blake responds, insisting to learn what caused his mysterious headache at the theater.

Peter lowers his head, frowning as he tries to recall everything, "I'm not sure what happened to me. Lately, I've been feeling very strange. My powers. My X-Aura. There have been moments when they randomly fluctuated and I couldn't control it."

"I've noticed that, during your sparring match with Pyrrha and that time you broke our table." Blake recalled.

Peter continues, "When my Spider-Sense overloaded in the theater, it felt like my brain was going to crawl outta my face. I saw something back there. Some man-spider monster thing was talking to me about 'evolution'. I dunno. I think I was just hallucinating, but it felt so real it was almost terrifying."

"Maybe you're still stress out after we defeated the Elementals and worried about Torchwick and the Professor's next move with the White Fang. I know I am." Blake replies with her opinion on the matter. "Take a couple of days off. Relax. Not be Spider-Man for a few days. Get involved in something that doesn't involve people trying to kill you. And maybe, tell the others your secret before this problem could become worse. They accepted me as a Faunus." She said, recommending him to tell their teammates that he is Spider-Man.

"My situation is way more complicated. I can't just tell them. Maybe later, when it doesn't feel like I'm dying." Peter jokes, getting ready to leave the hospital while his friend still has a look of concern on her face when he jokingly mentions death.

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Meanwhile in the Land of Darkness…

BGM-Ultimate Spider-Man (Game) OST-Final Game Cinematic

In her dark castle, Salem is looking out through the window in her conference room thinking deeply to herself, until she was calmly interrupted when she heard the door opening as Norman Osborn enters the room to meet with her. "This better not be a waste of time. Why did you call me here, Salem?" Osborn arrogantly asks her.

"To discuss with you regarding recent events that had transpired." Salem turns to him.

"Like what?" Norman asked.

"For starters, the Elementals." Salem starts discussing. "You have only been in this world for mere months, and yet has mastered Dust in ways even I thought was impossible. You mutated four ordinary beings into the physical embodiment of nature itself that had the power to destroy the world. That has left me quite impressed. The only other beings that I can imagine could've rivaled their power are the four Maidens."

"Maidens? Explain yourself." Osborn responds curiously.

"Of course. Your recent achievements have earned you the right to know about my plan." Salem stated. "Like how the Elementals were granted their power through science, the Maidens gained their power through magic. They are said to be the physical embodiment of the four seasons: Winter, Spring, Summer, and Fall. Each Maiden are a host of vast magical power and have existed in Remnant for thousands of years. Cinder is the current host of the Fall Maiden, though hasn't fully captured all of her power yet. And like you and Spider-Man with the Elementals, Osborn, the Maidens derived their power from my mortal enemy, Ozpin." She explains to the outworldly criminal the history on the Maidens.

"You're saying that the headmaster of Beacon is thousands of years old? And if he is your mortal enemy, that means you too must be immortal." Osborn deduced Salem's immortality.

"Brilliant deduction." Salem grinned. "And it's through Ozpin's power is how I plan to take over this world."

"What's the point if I can create you another Elemental? You said it yourself their power is roughly equal to these Maidens." Osborn asks the dark witch.

Salem explains, "The Maidens are the key to acquiring four powerful magical objects known as Relics. They are known as the physical manifestations of the four gifts to Humanity as bestowed by the Gods of this world: Knowledge, creation, choice, and destruction. Each containing great power, and if one were to wield all four, they'll possess the power to change the entire world. I seek the Relics hidden beneath every Huntsmen Academy in order to gain the power to crush Ozpin's forces and rule over this world. The Relics may also be the key to help you return to your own dimension."

"I am a man of science, not magic. But if that is what you believe. What else is it you wanted to discuss?" Norman asks her, wanting to switch topics.

Salem replies calmly, "From the Elementals' defeat by his hands, I have come to agree with you that Spider-Man could play a dangerous threat to my goals. He is a child hiding immense potential and could serve as a decisive wild card if he has allied himself with Ozpin. I want him captured."

"Captured? For what use could you use with that miserable bug?" Osborn responded.

"You have not earned the right to know that." Salem denies telling him. "There is also the matter regarding this mysterious 'Goblin' Cinder informed me. He stole the notes of your Dust Formula, correct?"

"Yes. What exactly he has plans for it, I do not know. If I were to guess, he'll use it to create his own army of superhumans." Norman replied, partially telling the truth while hiding the obvious fact from her that he is the Green Goblin.

"The Goblin could be an unknown factor to my plans. I want him captured, or disposed of immediately. Might I recommend you start developing a 'Grimm' Formula?" Salem suggested to the scientist.

"I'll put it on the list, right after I complete my new Spider-Slayer Program." Osborn stoically replies as he turns from the witch and is about to make his leave out of the room.

Disturbingly, Salem puts on a little grin on her face while staring at Osborn leaving, "You're not as clever as you think you are, Osborn." She says calmly, causing him to immediately stop before the door in a calm state as he listens stoically, "If I so much as imagine you are in league with the Goblin, I'll find out and make sure you won't escape to any realm." She warns him with an ominous and frightening threat that doesn't seem to faze him at all before calmly making his leave out of her castle without retorting a word.

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

KFX Here: It's the start of the Evolution Arc, as Spider-Man learns about Spider-Totems and the Great Web, and Goblin learns about the Maidens and the Relics. Have any of you picked up on the parallels yet? Between Spider-Man/Ozpin and Goblin/Salem? No? Don't worry, there's still time. In this revised adaptation of The Other storyline, The Other is gonna play a more antagonistic role and act more like Spidey's dark side that he's internally fighting against throughout this volume. One comparison could be Ryu from Street Fighter trying to control the Satsui no Hado.

Jufesocar: The battles between Spidey and Goblin in this volume won't be "DBZ style", but with ISO-8 slowly becoming more important as we go along, expect their fights to be a little crazy and "comic-booky" sometimes as if you're playing Marvel vs. Capcom or something.

Fhgdkg: The Spider-Slayers in this story are based off the "Spider-Slayer Mark XXI" that were used during the Goblin Nation storyline in the comics. The Spider-Slayers you mentioned were already used in my other published story, Cyber Metal Madness.

Next time: Vacation at Patch!

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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