BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Super-Skrull
Green Goblin: I am chaos and destruction incarnate! I am the Green Goblin! Parker put up quite a good fight, but even he was laughably powerless against my Devil form. Still, his potential is limitless and I tried to turn him into my perfect heir with the ISO-Oz Formula, but something happened. It awakened a mysterious power within him. My boy, aren't you just full of surprises!
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Vol 2 Issue 10: Ultimate Rematch (Part 3) – A Dark Awakening
Beacon Academy
The dark thunderstorm that was created from Goblin's devil transformation can be seen all the way from Beacon Academy. In her dormitory, Cinder looks out through the window at the thunderstorm, staring at the lightning striking down from the ominous dark clouds with a smile. "This is my type of storm. An omen of what's to come for this kingdom. I can't wait until that day comes when the darkness falls." Her smiles then fall to a straight face as she starts pondering about something else of the storm, "And yet, I can't help but shake the feeling it's warning me of something else. What could that be?"
Her question might be answered as her Scroll rings and looks at it, noticing it's Torchwick calling her. She answers it and asks, "What is it, Roman?"
'We might have a "little" problem. Spider-Man was snooping around in my old warehouse and webbed me and Neo to the wall. We managed to break free before the police arrived, but it looks like Spider-Man knows about our operations at Mt. Glenn.' Torchwick informs his superior.
"He's becoming a troublesome bug…" Cinder responds, visibly irritated with the hero's constant meddling, "Contact Osborn and tell him that I want those Spider-Slayers completed immediately." She orders him.
'That's the, uh, other little problem. Not sure if Spider-Man was joking about this, but apparently Osborn IS the Goblin!' Torchwick informs her, silently shocking Cinder to learn that not only her outworldly associate is the Goblin, but realizes she has been used to further his own plans for world domination.
Silently, her face turns visibly angry as the imperfect Fall Maiden clenches her fist and shakes it furiously for being duped by Osborn as her plans are possibly in jeopardy. "Find them. Both of them! I don't care how! Eliminate Spider-Man and bring Osborn to me!" Cinder orders the crime boss to locate her worst enemies pronto, as she is becoming furious with their interference.
City of Vale, The Industrial District
The dust has yet to settle after the explosion caused by Spider-Man's wild X-Aura when Goblin infected him with the ISO-Oz Formula. Team RWBY survived the explosion, coughing and groaning as they stand to try and grasp the current situation, as well as the whereabouts of Spider-Man and Goblin.
"What just happened?" Weiss asks, staring at the dust cloud in front of the girls.
"I don't know, but I have a bad feeling." Ruby replies with a serious tone. She carefully approaches the dust searching for any sign of Peter, "Spider-Man?! Peter?! Where are you?! Are you okay?! Please, say something!"
BGM-Super Street Fighter 4 OST-Evil Ryu's Theme
"Gehehehehehe…" A monstrous laugh that sounds nothing like Peter or Goblin emits from the dust. Ruby stands before it as her eyes widen in shock and fear, taking a step back and accidently falling on her butt when she sees a monstrous Man-Spider creepily walking out of the dust. It's stature and physique seems to resemble Spider-Man, but his body is being used as a sort of endoskeleton as a red layer of energy envelops him entirely with a large black spider-emblem that resembles the one from his Black Suit. Obviously, the Man-Spider looks very spider-esque possessing six red glowing spider-like eyes, has six arms, claws and monstrous fangs.
Team RWBY are taken aback by this frightening and feral monster approaching them as they are in absolute disbelief that is their friend mutated. "Oh my god…That can't be…" Blake remarks with her eyes widen in horror.
"YOU! PARKER!"
The Man-Spider and the girls turn around to see the dust settling, and to see the immortal Devil Goblin standing on the other side looking as demonic as the mutated Spider-Man confronting him. "Guuuuuaaaaaaaah!" Man-Spider roars monstrously at Goblin as he constantly emits his dark red X-Aura.
"Finally, my boy." Devil Goblin grins malevolently, while constantly emitting his own dark green X-Aura, "You have succumbed to your evolution. The darkness has transformed you into my perfect heir."
The energies emitting from two dangerously powerful X-Auras is causing the thunderstorm to grow more chaotic, as lightning continuously strikes and rain lightly pours down onto the city as the fight between two demonic metahumans begin. "GRAAAAAAH!" The Man-Spider extends one of his arms with his aura to grab a car from across the street, hurling it at blitzing speeds towards Goblin. He dodges it, but the car instead destroys a fire tank that blows up a building, causing the debris to collapse on top of the surprised Goblin.
Buried beneath the rubble, Goblin unleashes a burst of energy that scatters them off his body. But just seconds after freeing himself, he was under a ferociously relentless assault from the Aura-Spider, as the creature delivers a feral combo of punches, kicks, and claw swipes so fast it would appear he's teleporting. "So fast!" Goblin states, as he gets ruthlessly punched onto a building, then immediately gets webbed as the Man-Spider slams him across the street before brutally punching him with three arms, launching the mutated criminal as he's sent flying high through several buildings screaming in pain and surprise.
"GUURAAAAAAAAH!" Parker roars monstrously, before leaping high through the air pursuing Goblin.
Team RWBY were left utterly horrified from witnessing Peter's monstrous transformation and pulverizing Devil Goblin, when moments ago he had them totally outclassed with his godlike strength. "That…couldn't have been Peter. What has happened to him?" Yang remarks with a horrified expression on her face.
"Blake, what other secrets was Peter hiding from us that might be related to…whatever he just turned into?" Weiss asks the faunus.
"Peter told me he's been having trouble controlling his powers. Said they were mutating because he had a vision of a 'Man-Spider' trying to control him." Blake answered.
"And this must be the result of him losing control." Yang remarks somberly.
"Then we have to help him!" Ruby rushes without a second thought towards Peter's location.
"Ruby!" Weiss shouts, reluctantly following her partner as the rest of the team rush to the destruction caused by the outworldly metahumans.
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BGM-Ultimate Spider-Man (Game) OST-Final Mega Battle
The brutal fight between the monstrous X-Aura-powered combatants is causing massive destruction in the ruined section of the city. Wherever they go, buildings collapse by the force of their attacks as explosions decimate the streets caused by Goblin's fireballs. Devil Goblin brutally uppercuts Spider-Man high above a tall building with a magma punch and pursues him for another attack. But the animalistic Man-Spider dodges his next attack as he counters with a ferocious Maximum Spider in midair. He roars as he then gathers webbing in his three hands as swirling energy before using his Aura-infused fists to drive Goblin's face through the roof of the building, causing it to collapse around them in the process.
Just as the building fully collapses, Osborn is brutally punched onto the streets as Spider-Man pursues him on all fours. "I don't understand the full details, but it would seem my formula has accelerated whatever 'mysterious power' that's been sleeping within you. Fascinating!" Goblin grins maliciously.
Goblin summons several magma Devil Bombs onto his hands and ruthlessly barrages the pursuing spider with them. Spider-Man effortlessly dodges them with his frightening speed before tackling Osborn, bouncing off his body to the air as he barrages him with energy web bullets out of his mouth. Goblin blocks the relentless barrage before bringing out the big guns in the form of his massive firebreath, spewing his devastating flames as it burns buildings and blows up cars while trying to attack the dodgy man-spider running along the walls.
"I much prefer you in this form. You're much less talkative and easier to hunt." Goblin pounds the ground with a fiery punch, unleashing a series of volcanic explosions that obliterate the building Spider-Man was running along, knocking him to the air. The Man-Spider extends some of his aura-arms to pummel Goblin for a little while, until he caught one of the arms and reels him into a brutal left hook, sending him crashing across the street.
"GROAAAAAAAH!" Spider-Man roars, shaping his aura to protrude four spider-arms on his back, blitzing back at Goblin to overpower him with them along with his ferocious punches. "RRRAAH!" He roars, unsheathing a stinger out of one of his arms to viciously stab Goblin, causing him severe pain as blood streams down his chest.
"Stingers?! How can they hurt me like this?! I'm immortal!" Goblin retorts, as it would seem Spider-Man's new stingers are highly effective against him.
Enraged, Goblin grabs Peter's head as he ruthlessly knees him in the chest, causing him to scream in pain before he is violently thrown at the nearby Junior's Club, smashing him into the building and causing people to flee screaming as they see Goblin leaping into the hole to fight him some more. "WHAT NOW?!" Junior freaks out as he witnesses the two monsters destroying his club with their fight.
Devil Goblin sets the club ablaze with his fireballs while angrily trying to get a hit on Spider-Man, but he keeps moving too fast to land a decent hit. The mutated spider lunges at his prey with a brutal triple punch, dazing Goblin for a moment as Peter pummels him a little more. "Graaaaaah! GRAAAAAAAAAAAH!" Spider-Man unleashes a super-destructive Crawler Assault that sends with a super powerful punch that smashes Goblin out of the burning club.
BGM End
BGM-Spider-Man 3 (Game) OST-Lizard Tension (Part 1)
Team RWBY arrives to see people screaming and running away from the burning Junior's Club and spot Spider-Man still fighting ferociously against Devil Goblin. "He's suffering. Spider-Man would never put innocent people in harm's way. We need to help him regain control." Ruby said.
"And just how can we accomplish that without him killing us?" Weiss questions, as it looks like to her that Spider-Man has transformed into nothing more than a mindless beast.
"He won't. Somewhere inside that thing is still Peter. We just need to call him out." Ruby replies with a plan in mind.
"GRAAAAH!" Meanwhile, Spider-Man has just pinned Goblin onto a building with a powerful punch, which formed a crater in the process.
Though it would appear he is losing the fight, Goblin cackles as if he's winning, "Magnificent! Continue showing me more of your power! Give into the darkness in your heart!"
Before Spider-Man has a chance to finish off Osborn, Weiss' glyph suddenly appears beneath him as massive shards of ice protrude trapping his limbs in-between them, causing him to roar in furious annoyance. "Peter, this is Ruby! I need you to listen to us!" Ruby shouts, getting his attention, "You NEED to regain control! Fight back whatever's controlling you! If you don't let us help, you'll destroy yourself and the rest of us in the process! You'll get yourself killed! Please Peter!"
"GRAAAAAAH!" Unfortunately, her words fall on deaf ears as the Man-Spider is full of rage and too powerful, easily breaking free from the ice trap with his strength and lunges to attack the girls, only for them to dodge in the nick of time, "Preeeeeyyyyyy!" He speaks demonically, until he found himself tied up by Blake's ribbon.
"I KNOW you're still in there, Peter! You inspired me to become a Huntress! To stand up for what's right in the world! Don't let the darkness consume you!" Blake pleads with him.
With his monstrous strength, Spider-Man easily burst out of her ribbon and lunges at Blake specifically, only for Weiss to quickly appear before her and deflect the mutant away with a hard-light barrier, "You're not Goblin's heir! You're our friend! You saved me multiple times! You saved my home from Devil's Breath! Come back to us, Peter!" The heiress reasons with him next.
"Ugh…Ahhh…Ugh…Raaaaaaagh!" The Man-Spider clenches onto his aching head while screaming in pain, as it would seem Peter is desperately trying to regain control over his body from The Other.
"Yes Peter, keep fighting!" Yang says, carefully approaching her mutated boyfriend as he stares painfully at her, "You're stronger and smarter than whatever monster spider trying to control you! Please! I care about you too much to lose you now!" She said sincerely with worrisome eyes that slowly calm him down.
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"Gaaah…Gaaaaaaaah…" The Man-Spider drops on his knees as Ruby suddenly stands before him.
"You're my big brother, Peter. I hate seeing you suffer like this. Come back to us, please." She says, getting a little teary-eyed.
It would seem hearing his friends' voices have finally calmed him down as his X-Aura disappears. With a lowly growl, the Spider-Man starts to collapse as the energy wrapping his body disappears, returning him back to his normal form with his costume intact. Ruby manages to grab him before he collapses onto the ground, noticing he's completely unconscious. "He's back to normal! Finally, it's over!" Ruby claimed.
BGM-Ultimate Spider-Man (Game) OST-Venom Suite 2
Unfortunately, it's not, as a Devil Bomb suddenly rolls between the heroes and explodes, scattering each of them away and knocking them all down to the ground unconscious. "It would seem the transformation was only temporary after you exhausted your X-Aura and burned off the Oz Formula. You haven't full evolved yet. Impressive, but disappointing." Devil Goblin claims, as he menacingly looms over the unconscious Spider-Man, "Is this the reason why Salem wants you captured? Who knows, and I don't exactly care. Your powers came from Oscorp. You rightfully belong to me. No one else."
Just as Goblin was about to kidnap Spider-Man, an annoying big light shines down on him from an Atlesian airship hovering in the sky, "ARRRRGHHHH!" Goblin snaps his head to the sky as he sees dozens of Atlesian Military soliders hovering down in jetpacks to stop and arrest the interdimensional criminal.
"STAND DOWN!" Ironwood suddenly appears before Devil Goblin while pointing a large laser cannon to get his attention.
"IRONWOOD!" Goblin yells furiously, lunging at the general as he fires his laser cannon, blasting the immortal monster across the streets until he quickly recovers into a menacing pose, intent on killing the general tonight.
"Please." Ironwood scoffs, showing no fear as he watches his soliders surround Osborn.
Goblin ruthlessly punches down one until all the soliders start piling on him, trying to pin him to the ground, but they clearly underestimated his monstrous strength as he bursts with power and scatters them off his body as if they were nothing, "NYYAAAAARRGH!" One solider was still hanging on his back until he was brutally slam to the ground, "RRAAAAAAAAAAAAAAAAH!" He roars monstrously at the Atlesian Military, while Ironwood continues to glare at him fearlessly.
Ironwood tries blasting Osborn again, only for the supervillain to leap away to a rooftop and flies into the night as he makes his escape from the military as he leaves them with one monstrous roar.
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A few minutes later…
"Ruby? Come on, Ruby, get up."
Ruby slowly blinks her eyes open to see Penny trying to wake her up. "Penny?" She groans, still weakened from her fight.
"I got you, Ruby." Penny gently helps her friend stand, as the scarlet huntress notice the presence of the Atlesian Military investigating and cleaning the battlegrounds and the rest of Team RWBY waking up.
"Where's Goblin?" Ruby asked.
"Gone." Ironwood answers as he approaches the girls, "I sent a search party for him, but I'm afraid we lost 'im for the time being."
"What about Pe-I mean Spider-Man?" Ruby asks another question.
"Peter? We're sending him to the hospital now. He looks like he's in bad shape." Penny answers, as the girls notice soliders carrying an unconscious Spider-Man on a stretcher to an airship so they could transport him to a hospital.
"Wait, when did you know Peter is Spider-Man?" Ruby curiously asks her android friend.
"Back at the docks."
"How?"
"They sound similar."
"What I want to know is why four Beacon students were fighting an international mutated terrorist at this late hour?" Ironwood interrogates Team RWBY.
"We didn't mean to fight him. He started it. We just wanted to go home after fighting another criminal. It's, um…a long story." Ruby replies awkwardly.
"I can imagine it is, but I'm sure you have a good explanation." Ironwood crosses his arms, not angry at all at the students for accidently getting caught in military affairs, "You did good tonight. I'll have an airship transport you back to Beacon. Get some rest. We'll take care of Spider-Man. Promise. You can visit him at the hospital tomorrow." He told the girls.
"Thank you, sir." Ruby replies, as the girls are finally ready to return to Beacon for some much needed rest after tonight's destructive surprises.
The next day, at a Vale hospital…
Out of his costume, Peter is lying on a hospital bed after last night's devastating events. His wounds have been treated but he's still sleeping unconscious. Team RWBY, Ironwood, and Penny are surrounding his bed as they look worried and wonder when he'll wake up.
"Will he be okay?" Ruby somberly asks the general.
Ironwood explains, "His wounds have healed remarkably fast, but has been left in a comatose state. The doctor said his psyche has been severely damaged and exhausted caused by overwhelming amounts of brain activity. As if there's another mind in his own head forcefully trying to gain control over his body. This wouldn't be related to the reports of that 'Man-Spider' monster that appeared last night?" He asks the students.
"We're still not exactly sure. Goblin infected him with something while he tried to protect Ruby and caused his Aura to go wild." Weiss answered somberly.
"Interesting. Whatever the case, he needs rest. We need him in top form if we want any hope defeating the Goblin. I have some other business to attend to. Stay here as long as you like." Ironwood opens the door and walks out of the hospital room, leaving the girls depressed over Peter's comatose state.
"Oh Peter. I'm so sorry. You were only trying to protect me. Why didn't you tell us your secret sooner? Why did you have to fight Goblin alone?" Ruby asks, feeling guilty for his current condition as tears stream down her eyes while her sister does her best to comfort her.
The sad feelings were interrupted when they heard someone knocking on the door. "I think that's Jaune's team. I'll get it." Weiss believed.
BGM-Mega Man ZX OST- Fate - Deep-Seated Grudge (Tunes Ver.)
Weiss approaches the door and opens it for a man she has never seen before wearing casual clothing and a hat, almost as if he's trying to disguise himself. "Hello, Team RWBY." The mysterious man ominously greets the girls.
"Who are you?" Ruby responds, as all four girls glare at him.
"It's only been a day and you've already forgotten about me? You're as naïve as Parker." He mocks the girls while giving them a hint of his true identity.
"You know him?" Penny cluelessly asks her friends.
"Osborn!" Yang recognizes him, already enraged as her eyes turned red and furiously grabs the calm supervillain out of Peter's bedroom, pinning him onto a wall in the empty hallway.
"Easy, Blondie. You don't want to cause a scene that would accidently get your boyfriend killed." Osborn calmly taunts her.
"You were going to do that anyway! That's why you came here!" Yang retorted.
"I only came to check how my son is recovering." Osborn calmly responds.
"You KILLED your own son, Osborn!" Weiss angrily retorts as the other girls walk out of the room confronting the villain, "Peter's not your son and he's not your heir! You're a monster!"
"And Parker's not?" Osborn smirked.
"How did you find us, Osborn?" Blake glares furiously at the supervillain.
"You can blame the blond bimbo for never properly washing her hair to find the tracker I ordered Mach-X to plant there weeks ago." Osborn answered, surprising Yang that she had been secretly planted with a tracker.
Weiss helps look deep through Yang's bushy hair for a few moments until she found a tiny metal device that appears to be Osborn's tracker. She hands it to the brawler, who furiously crushes it into dust while glaring at the villainous spy, "I should beat you to a paste."
"Go right ahead. Unleash all your anger at me. It won't kill me, and it won't help you save your pathetic world. Perhaps if you promise not to interfere with my plans again, I will spare you and your friends and families." Osborn offers them a choice.
"And allow you to destroy the rest of the world?! No way! We're going to take you down, Osborn! Once Peter wakes up, we're coming for you!" Ruby snaps back, angrily denying his offer of salvation.
"Can you still trust that boy after he has lied to you for months? You've witness his true self, and it's only a matter of time until that other self re-emerges. Don't deny it. You're scared of him now. Do you have it in your heart to trust a monster?" Osborn psychologically messes with their heads, trying to trick them into not trusting Peter ever again as they seem afraid of his monstrous transformation.
Ruby growls, glaring intensely at Osborn while not answering any of his devious questions. "Ruby! Is Peter okay?!" Jaune's loud voice can be heard, as the girls turn around to see Team JNPR, Sun, and Neptune approaching them from down the hall.
But as the girls turn back to Osborn, they were shocked to see he suddenly disappeared while they were distracted by the arrival of their friends. "He's gone." Ruby remarks with a serious face.
"Who's gone?" Jaune responds confusedly, as he didn't notice Osborn at all.
"It's nothing." Ruby lied. "Come on. Let's head inside. You wouldn't believe what we went through last night." She says as they walk into Peter's room, planning to tell her friends about Goblin while not mention anything about Peter being Spider-Man, and a Man-Spider.
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BGM-Spider-Man: Battle for New York OST-Main Theme
KFX Here: Instead of Peter immediately quitting as Spider-Man like in the original, in this remake he's put in a coma and hospitalized after The Other forcefully tried to take over his body. Peter will wake up soon. He's the main character after all. We're returning to adapting more episodes of RWBY Volume 2. Stay online for those coming soon.
Next time: Extracurricular!
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