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

Spider-Man: Watch out! Here comes the Spider-Man! Osborn's crazier than ever. To hide evidence of his whereabouts, he burned down his whole island and killed his own men. Now I'm sensing he's somewhere in the city. Huh? Why were the girls fighting Goblin? And did he seriously have the nerve to tell them my secret identity after nearly killing them? That's it, Osborn! You've crossed the line this time! You're going down!

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Vol 2 Issue 9: Ultimate Rematch (Part 2) – Rivals Clash

City of Vale, Abandoned Construction Yard

BGM-Mega Man Zero 3 OST-Curse of Vile

"Peter…is Spider-Man?" Ruby remarks with a surprise expression on her face, as the rest of the wounded girls of Team RWBY have learned the shocking truth of Spider-Man's secret identity after nearly being killed by his arch-nemesis, Green Goblin.

"I had no idea…" Yang responds, almost at a loss for words to learn her new boyfriend is a superhero.

"That explains SO much." Weiss remarked, not sounding too surprised and a little annoyed by this secret.

Spider-Man stands in front of his friends, across from the chuckling and smirking Goblin as they confront each other. 'There's that wonderful Parker Luck rearing it's annoying head again.' He mentally quips, 'I just saved the world from a possible interdimensional invasion led by Goblin, and what is my reward? My friends were nearly killed by him and told them my secret identity just to be a jerk. How the heck did they run into Goblin in the first place? Don't tell me they were looking for him after I told Blake about Norman Osborn possibly being the Professor. I should've been here sooner. This is all my fault.' He blames himself for this mess.

Weiss stares at Blake next to her, who looks very ashamed that Peter's secret is revealed to them. "Blake, were you going to tell us that Peter was Spider-Man this whole time?" The heiress asks her.

"…Yes." Blake shyly answers, looking away from her friend.

"So you kept another secret?! Why didn't none of you told us sooner?!" Weiss retorts, sounding a little angry and annoyed.

"Don't be angry at her. You should be angry at me. I didn't want any of you to know for your own protection." Spidey responds to the heiress.

"All the good that did." Weiss retorts, glaring at the webhead.

"You girls weren't the only ones who was shocked to learn Parker is Spider-Man." Goblin speaks up, as all glares are on him now, "When Spider-Man started to become a bothersome pest in my operations, I made it my sole mission to destroy everything about him, starting by discovering his secret identity. It surprised me at first, but the more I thought about it, the MORE it made sense. It was OBVIOUS! YOU and my son! ALWAYS there! ALWAYS in my WAY!" He ruthlessly lunges at Peter, trying to punch him to the ground, only for the webhead to dodge his attack and counter with a powerful swift kick that slides him back to the edge of the construction yard.

"What you've done is unforgiveable, Goblin!" Spidey angrily shouted.

"What? Telling your best friends your most dangerous secret?" Goblin remarks with a devious smirk.

"Not just that!" Spidey angrily flaunts his arm aside, "I KNOW what you've been up to! You've been trying to create an army of goblins to make yourself unstoppable! I met up with one of your monkeys downtown." He revealed.

"What do you mean?" Ruby asks him.

Spidey explains to the girls, "For months, Goblin has been secretly building his own criminal empire calling themselves the 'Goblin Nation' to take over the world. He went under the alias 'The Professor' to use Torchwick to further his own twisted goals, infecting criminals like the White Fang with his Goblin Formula to join his own organization and commit crime around the world. Mach-X. The Elementals. Devil's Breath. They were all distractions while Osborn continued working on his ultimate weapons for world domination. He's been playing us for fools all along!" He stated, shocking the girls as they have learned Goblin is the kingdom's true villain, not Torchwick.

"You've been doing your homework." Goblin quips with a sinister grin. "I am finally achieving my dream becoming the most powerful crimelord in the world, uniting every gang imaginable under my leadership! It hurt my pride working under Torchwick and his associates, but in the end, they proved useful to MY cause by unknowingly handing me White Fang soliders to build my own army."

"You madman! The White Fang may be criminals, but even THEY don't deserve to be corrupted and KILLED by your hands!" Spidey angrily retorts.

"He WHAT?!" Blake reacts in surprise to learn her former group is slowly being corrupted and killed by the Goblin.

"Anyone who disappoints me will be eliminated. That is why I burned down my own island to erase any trace of failure." Goblin calmly says with a scowl.

"What about the people in those other worlds?! I can't BELIEVE you were crazy enough to use ISO-8 to commit dimensional genocide!" Spidey retorts, continuing his heated argument with Osborn.

"Other dimensions? ISO-8?" Yang remarks, tilting her head in confusion as she has no idea what he's talking about.

"What are you talking about?" Weiss questions the webhead.

"Me and Parker are NOT from this universe, children. We are from a parallel dimension, born on a planet called Earth. It's like Remnant, but bigger, to say the least." Goblin answered, revealing the existence of the multiverse to the huntress girls.

"Other worlds? I am so confused." Ruby remarks.

"Peter never told me that." Blake stated, just as confused as her teammates.

"This world is innocent! It has no business to get involved in our fight!" Spidey argues with his nemesis.

"Too late for that. Remnant has become such a nice secondary home I plan on conquering it along with Earth. My Goblin Nation will use the power of ISO-8 to destroy all of my enemies in both dimensions! No one will stop me!" Goblin proclaimed.

"You plan to take revenge on every person…every living being…in both our entire universes? You're completely mad! I'm putting a stop to this right now!" Spidey declares, ready to stop Goblin once and for all as he gets himself ready for battle.

"Put a stop to what? Each kingdom is already under my control." Goblin claims with a calm chuckle, "Our old worlds have decayed and rotted. I will usher in a new world to replace them! But, before that, Spider-Man, perhaps it's time for our final showdown!" He ignites his whole body in flames, surrounding himself in an intense fiery aura, "Now, come and get me! Give me a good fight, like you ALWAYS do!" He grins, getting into position to battle his arch-nemesis to their ultimate rematch.

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BGM-Spider-Man (Movie Game) OST-The Green Goblin

Goblin starts off their intense rematch by unleashing a barrage of fireballs at Spider-Man, who quickly uses his acrobatic skills to dodge them all. "It's been months since our last conflict…" Goblin states, as Spider-Man flips forward with a kick to the face before it was grabbed, "Barely remember how fun it was to crush you…" He then slams the webhead on the ground repeatedly, "But it's ALL coming back to me now." He slams him one more time and tries to smash him to pieces, only for the webhead to dodge away with a flip.

"Yeah, it's coming back to me too. Check out my new toys to embarrass you." Spidey quips, firing electric webbing that painfully electrocutes Goblin. He webs his whole body, leaving him vulnerable to a brutal and relentless Crawler Assault, "This is for what you done to my team! To those other worlds! And to your own SON!" He smashes Goblin onto a truck before firing two weblines across from each other to the ground, each ripping off a large chunk of concrete as he jumps to the air, combining them both to a mighty ball of webbing that crushes his foe, causing the truck to blow up and consume the madman in a huge explosion.

Spider-Man lands in front of the flames before he sees a faint "X" symbol glow out of them, as Goblin menacingly walks out of the fire with his X-Aura activated. "Evolution requires sacrifice." He darkly responded.

"You have an X-Aura?" Spidey remarks in shock.

"Only evolved metahumans like me and you can attain this magnificent power." Goblin replied.

"Peter's a metahuman? What's a metahuman?" Weiss questioned.

No one answers her question as the X-Aura-powered Goblin is too busy charging his fist with massive energy and roars as he delivers a punch in the air towards Peter's direction, triggering a massive explosion that blows up half of the construction yard and sends the screaming webslinger flying out of the arena, with Goblin in hot pursuit.

"PETER! Come on, we need to catch up to them!" Ruby says as she starts running out of the construction yard.

"Why? So we can almost die again?" Weiss remarks, begrudgingly following the rest of her teammates to catch up with the epic battle between Spidey and Goblin.

Meanwhile with Spider-Man, he crashes onto a car somewhere in the ruined section of the city. He rubs his aching head until his Spider-Sense alerts him to Goblin leaping towards while surrounded with a fire shield. He tries to drop down to punch Spider-Man, but he flips away and grabs a car with his webbing to swing at Osborn, only for his shield to obliterate the car and protect him from the explosion. "FIRE! Let's bring more fire into this heated battle!" Goblin laughs, gathering flames in both hands and combines them into a single powerful sphere and lifts it above his head before launching it at Spider-Man.

Spider-Man dodges the attack and the followed explosion as he lands next to a fire hydrant. He sees Goblin rushing towards him and quickly rips open the hydrant and uses his hands to direct all the streaming water onto Osborn, drenching his fire shield and weakening his power, "Cool it! You look thirsty, Norman. Drinks are on me!" He quipped. Once he sees Osborn is weakened enough, Spider-Man activates his X-Aura and lunges forward to brutalize him with his strongest punches, "Don't know when you unlocked your X-Aura, but I bet I'm more experienced with it!" He quips, as he creates two web hammers, dual-wielding and infusing them with his own Aura to ruthlessly assault Osborn, smashing him from the ground to other cars.

"Possibly." Goblin responds, using his flaming fists to deflect his hammer assault, "But I'm not afraid to use my X-Aura to its fullest potential!" He brutally smacks Peter with a flaming punch, lighting him on fire as he hurls him to the air through the upper levels of a tall skyscraper, causing a massive explosion that causes the top half of the building to slowly collapse.

Inside the collapsing building, Peter quickly notices it's about to collapse and jumps out through an open window. As he dives down from the falling debris, he spots Goblin leaping towards him angrily. With a loud battle cry, he grabs a chunk of debris with his webbing and throws it at Osborn, staggering him for a moment before the two trade blows while falling from a high altitude.

"Why don't you just give up?!" Goblin angrily asks with a punch to the face, "You are only delaying the inevitable for you and your worthless team!"

"Sorry, Osborn, but my team…they're like MY family!" Spidey throws a strong left hook, as his X-Aura grows bigger and stronger, slowly overpowering Osborn with powerful attacks while thinking of his friends' safety, "And if I gotta take you out to save them…then that's what I'm gonna do!"

Spider-Man encases his right fist with aura-enhanced webbing as he smashes his strongest punch yet directly down on Goblin's ugly face, causing him to scream as he crashes to the streets at blitzing speeds, causing a shockwave and forming a massive crater in the process. And before he had the chance to stand, he was brutally stomped in the stomach by Spider-Man as he jumps away and allows the falling building to utterly collapse on the surprise Goblin.

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Turning off his X-Aura, Spider-Man lands next to the large pile of rubble that buried Goblin and stares at it, sensing Goblin is still alive beneath it all. "PETER!" Ruby yells to get his attention, as Team RWBY finally caught up to him.

"Did you do all this? You really have been holding back this whole time." Yang comments on the amount of destruction caused by his battle against Goblin.

"Get out of here! It's not safe! It'll take more than that to keep him down!" Spidey orders them to run away while there's still time.

BGM-Shadow the Hedgehog OST-Foolish Humans

It wasn't enough time as beneath the rubble, a fiery explosion scatters the debris around the area as Goblin creepily stands up in the epicenter, confronting the heroes with the wounds he has suffered from his round with the wallcrawler. "Impressive, Spider-Man…It looks like you really do have the potential I had seen in you. Our potential is limitless…" He proclaims with a crazy grin.

"You think you have potential? You're insane, Goblin!" Spidey retorted.

"That's not what you REALLY think." Goblin remarks, earning an annoyed grunt from the webhead, "Heroes and Huntsmen say they believe in justice. But that's not true. You've only been LED to think that. Nothing more!" He proclaims.

"You're wrong! We're doing what we think is right!" Ruby argues.

"Same as me." Goblin responds with a grin, "I chose my path and you fools chose the way of the hero. And they found Spider-Man amusing for a while, the people of this kingdom. But the ONE thing they love more than a hero, is to see a hero FAIL, fall, die trying. In spite of everything he's done for your world, eventually they will hate him. Why bother?" He asked.

"Because it's right." Spidey answered.

"Here's the REAL truth, wallcrawler." Goblin responded. "The teeming masses in the kingdom, the cities in each dimension, exist for the SOLE purpose of lifting the FEW exceptional people onto their shoulders. Me and you? We're exceptional. As an example, let me demonstrate what we exceptional people are TRULY capable of." He smirked.

"Say what?" Spidey remarks with a confused look on his face.

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BGM-Pokemon Omega Ruby & Alpha Sapphire OST-Battle! VS Primal Pokemon Groudon/Kyogre

Goblin chuckles evilly as he reactivates his X-Aura, then laughs maniacally as he encases himself in a large, swirling sphere of green fire that hovers in midair. The mutated villain continues to laugh, louder than ever, as the energy radiating off the fire sphere is causing the wind to scatter like crazy as well as an earthquake and a thunderstorm above their position. Team RWBYP were almost blown away by the flaming winds as they desperately hold their grip on the ground. They then stare at the flaming sphere in shock and fear when they see a mark suddenly appearing on it, the symbol of the Goblin Nation cross with a X.

"GURRROOOOUUUUUHHH!" Goblin roars monstrously, as he bursts out of his fiery sphere in an all new, terrifying form. He has transformed into a demonic entity with flesh made entirely of molten lava that is filled with green magma energy.

"Goblin, what have you done?!" Spider-Man retorts in horror of his horrifying transformation.

"I have taken the next step in evolution! I am on the cusp of evolving into a god! I AM THE IMMORTAL DEVIL GOBLIN!" Devil Goblin laughs devilishly, with his voice sounding more demonic than ever.

"Immortal?" Blake remarked.

"Correct, kitty. Like anyone with an Aura, they can unlock a Semblance. But when evolved beings like me unlock their X-Aura, they unlock their X-Semblance, granting me multiple abilities." Goblin starts explaining the abilities granted to him by his X-Semblance, "One of my new powers evolves me with ultimate potential, turning me into the ultimate being that you see now. Thanks to the ISO-8 coursing through my veins, I can now manipulate cosmic energy, possessing enough power to equal a miniature sun. And my other ability has turned me immortal. I can never die. I have become invincible! I have obtained the ultimate power! The power of a GOD!" He cackles arrogantly.

"So you're a goblinfied Firelord. Big whoop. And being immortal doesn't change anything. I've never been a fan of killing. Now I'm no longer afraid to beat you senseless!" Spider-Man leaps towards the transformed Goblin to punch him, only to get utterly blasted across the street by a powerful fire wave unleashed the monster's palm.

"Peter!" Ruby turns to him with a shout if he's okay.

"Lookie, brats." Goblin gets the girls' attention as he summons onto his hand a powerful lava ball with demonic eyes and a smile, "Let's play 'Catch My Devil Bombs'!" He hurls his new bomb at the girls, who were powerless to protect themselves and were blasted away from the huge explosion upon impact, "Awww, failure. I was hoping the kitty would've fared better." He cackles insanely.

"OSBORN! You sick freak!" Spider-Man yells, rushing back to combat Devil Goblin again. He activates his X-Aura and delivers his best assault of ferocious attacks on his transformed foe, and while he did do some damage, it was minor at best as a simple backhand slap was enough to smash Peter onto a nearby car.

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

Spider-Man falls off the car and faceplant the ground, tired and groaning as he doesn't have the strength to match Goblin's near-godlike power. "I can sense it, Parker." Goblin starts talking ominously as he looms over the weaken hero, "I can see it in your eyes you have been struggling to achieve your own evolution. You don't have to suffer any longer." He mystically summons a gun that fires syringes filled with the ISO-Oz Formula, "A quick dose of my ISO-Oz Formula should make you feel completely better and turn you into my ideal heir." He says, pointing his gun at Peter as he plans to infect him and turn him into his goblin heir.

"Get away from him…" Ruby slowly stands through the pain alongside her friends, after they survived his Devil Bomb and plan to stop him from infecting Spider-Man.

"Hm, I wonder?" Goblin gains a malicious idea judging from his devilish grin, as he points his gun at Ruby instead, planning to infect her.

Spidey horrifyingly figures out his plan as Goblin fires a syringe directly at the shocked Ruby. "NOOOO!" In the last second, Spidey intercepts, sacrificing himself for Ruby as he gets infected with the formula.

"Spider-Man!" Ruby shouted in horrified surprise that he sacrificed himself for her.

"Just as I expected." Goblin knew Peter was selfless enough to take the bullet for his surrogate little sister.

"Osborn…" Spider-Man struggles to speak, sitting on all four as he is desperately using all of his willpower to resist the formula.

"Stop resisting evolution or it will kill you. Now open wide and 'ahh'…" Goblin cackles heartless, as he hovers his palm over Peter and douses him with intense flames that cause him to scream painfully.

"AAAAAAAAAAAAAAH…!" Peter screams painfully and helplessly, as there is nothing he or his weakened teammates could do to stop the invincible Goblin.


Meanwhile in Peter's Subconscious…

The demonic Man-Spider beast that has been haunting Peter's mind for months starts to see a crack of light within the psyche caused by Goblin's torture and his corrupted formula. The Man-Spider doesn't seem to fear the formula, or Goblin, as it's not bothering him at all. Instead, he smiles at the opportunity it's giving him, "You've opened the door to me, Peter…a crack of light on my face that I never had before. Did you imagine I'd ever let you close it on me? We're going to be GODS in the worlds that have rejected and feared you for so long. We're going to tear them into BILLION pieces." His red eyes glow demonically as a big monstrous grin forms on his face, "I'm your inevitable conclusion. I'm the ultimate you. From a man to a spider. From the one…to The Other." He grins maliciously.


Back in reality…

Suddenly, Spider-Man's X-Aura activates on its own as it bursts wildly with incredible power, growing so out of control it forces the confused Devil Goblin to stop torturing him with his flames as he tries to grasp the situation. "His X-Aura is growing out of control! What's happening to him?!" Weiss asked.

"This happened before! Back in the theater!" Blake recalls a similar situation when Peter briefly lost control over his own aura.

"Osborn! I won't…let you get away…with this!" Spidey angrily says, struggling to keep himself in control as his wild aura is converting itself into a humanoid-spider shape.

"What?! This isn't from the formula! What's going on with you?!" Goblin retorts, as he's sensing something is changing within Peter, and it's not because of his formula but from something else that has already infected his body and mind.

"I can't…control…" Spidey's body is becoming used as a sort of endoskeleton, as his own red aura is slowly enveloping his entire body completely into something else. Something monstrous. Spidery. "NO! NOOO! NOOOOOOOOOARRRRRRRRRGH…!" He yells, as his X-Aura burst into a massive explosion that knocks away both Devil Goblin and Team RWBY, unleashing a mighty shockwave that shatters every window caught in the vicinity and pierces the sky with a red beam of energy.

As the battlefield starts settling with dust, a new creature replaces Spider-Man in the epicenter of the explosion. It can only be seen as an ominous, glowing silhouette hiding within the smoke, sharing the same stature and physique as Spider-Man but with extra four arms and multiple, spider-like eyes that glow menacingly as the creature snarls like a true beast.

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

KFX Here: Spider-Man is succumbing to The Other's influence as it forcefully transforms him into a ferocious creature that only act on instinct (Think of it as that time he turned into Carnage in the Ultimate Spider-Man video game). Will this new power be enough to defeat Devil Goblin or will it also be used to endanger his loved ones? We're at the halfway point of Volume 2, and things will only escalate from here on out.

Xander: No.

Next time: Dark reflection! The Other's Awakening!

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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