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

Spider-Man: Watch out! Here comes the Spider-Man! Thanks to my new powers, we found Goblin has been hiding underneath Mt. Glenn ready to invade the city by blowing up the tunnels and unleashing Grimm. Me and my friends did our best to stop him, but we were too late, and now Grimm are rampaging everywhere. Never fear, ladies and gents! Your friendly neighborhood, fully tech-out Iron Spider is on the job! Time to save the day!

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Vol 2 Issue 19: Battle of Vale (Part 2) – Dimensional Breach

Beacon Academy (Last Night)

Inside Team JNPR's room, Jaune is sleeping through the night in his pajamas while talking in his sleep, "Mm, waffles…" until he was suddenly woken up to the ringtone of his Scroll as Ruby tries to call him. "Hello?" He answers the call, only to hear noise for six seconds from the other end before the call ends, "Uh, Ruby?"


Beacon Academy (Present Day)

"I'm sure they're fine." Pyrrha assures her leader, as the team walks at dawn towards their Bullhead.

"You think? What if Peter turned into that 'spider-monster' again?" Jaune remarks worriedly.

"Probably a butt dial…" Nora quipped.

"Team RWBYP has always performed exceptionally in the field, and we should have faith that Peter achieved control over The Other." Ren assures his leader of their friends' safety, "We should be focusing on our own mission."

"We're gonna be deputies!" Nora said excitedly to her partner.

"I just got this…feeling. I don't know." Jaune says looking glum, getting the feeling that something bad is gonna happen soon.

"Jaune…" Pyrrha stares at him worriedly, wanting to assure him that everything is gonna be okay.

Suddenly, alarms ring out from both the city and the academy as they see the city up in smoke caused by the Grimm breaching the city. This is the bad feeling that Jaune had as he quickly takes command of his team, "We're changing our mission. Everyone on board!" As the team heads toward their Bullhead, Jaune does a headcount before briefly talking to Ren, "Ren, we'll make it to that village another time." They enter the jet as Jaune tells the pilot, "Take us into the city!"

As the Bullhead takes off, Cinder's team watches nearby as they realize something has gone with their evil breach plan. "You don't think…" Emerald believed.

"Sure looks like it." Mercury confirmed.

"That's still days away!" Emerald replied, unaware their plan has been compromised by the Goblin Nation.

"So, what do we do?" Mercury asks his boss, who ponders for a moment of her final decision.


Meanwhile in the city…

BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Black Suit)

A massive King Taijitu unleashes a mighty roar, before it was blasted away by the repulsor blasts from the armored Iron Spider. "Hey, you're making a mess here." Spidey jokes, as he and Team RWBY found themselves surrounded in the middle of the pavilion by Beowolves, Ursai, and the knocked out King Taijitu.

"Why didn't you tell us your backpack was a hi-tech suit of armor?!" Weiss asks the armored webhead for keeping that useful secret.

"Cool, right?" Spidey quipped.

"Absolutely!" Ruby responded in joyful amazement of the Iron Spider Armor.

"Would've been cooler if you used it earlier on the train." Weiss retorted.

"You never asked." Spidey quips, purposely angering the heiress.

The King Taijitu recovers from the repulsor blast as it unleashes another angry roar, signaling the Grimm to attack. Quickly springing into action, the team began making short work of the assembled lower-level Grimm. Ruby embeds her scythe into the ground and uses it as support to kick away at the Grimm around her. Yang uses a Creep as a springboard to jump high into the air and bombard the Grimm with her gauntlets until she is brought down by three small Nevermores. Blake dodges a swipe from a Beowolf and kills it by stabbing it in the head, then proceeds to shoot the Creeps that are charging at her with her weapon in pistol mode. Weiss kills three Beowolves with Myrtenaster and kills a few other Grimm with a giant ice sword she conjured.

"If Goblin can build Spider-Slayers, then my armor is the Grimm Slayer!" Iron Spider flies through a horde of Grimm as he spin-kicks extremely fast, turning himself into a makeshift cyclone as he tears through Beowolves like they were nothing, "Woohoo, look at me go! You'd never see this much action on a cartoon!" He spin-kicks a car to crash onto some Creeps, then webs the car before throwing it more Grimm. A Beowolf tries to lunge at the flying arachnid, but he quickly elbows the creature back to the ground as he himself lands in the middle of a crowd. The webslinger stands in place while moving in circles at top speed, spraying his webbing on every Grimm he spots before blitzing all of them with lightning-fast attacks, "YEEHAAAAAAW!" He then jumps to the air while charging up his gauntlet with repulsor energy, "Can't slow Spidey down!" He quips before smashing the ground with his charged fist, unleashing a powerful shockwave that scatters most of the creatures to oblivion.

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BGM-Mega Man X8 OST-Boss Confrontation Demo 3

Before the heroes could continue their assault on the remaining Grimm, Peter's Spider-Sense alerts him to a familiar presence followed by their insane laughter, "AHAHAHAHAHA!" Smashing himself from beneath the earth is the corrupted Goblin Knight, using his wings to fly around before hovering above the heroes while equipped with his flaming sword.

"Torchwick?! You're still alive?!" Blake recognized him.

"Did you really think a kick in the head and a train crash could finish me? I've become the Goblin Knight! I am invincible!" Torchwick proclaimed.

"That means we still have a chance to bring you to justice." Ruby stated.

Torchwick chuckles sinisterly, "Don't you ever get tired of the whole 'justice' thing?"

"Don't you ever get tired of being Osborn's lab dog?" Spidey mocks him.

"The four kingdoms…the Dust…the Grimm…space itself…The power of the ISO-8 – the most powerful byproduct of this ENTIRE universe – is OURS! How can you still be concerned with justice when the world is on the verge of destruction?" Torchwick asks with a malevolent grin.

"Quite simple. Think it's time I dispense a little justice your way before we go after Goblin!" Spidey quips, flying to the air to confront the Goblin Knight to a one-on-one showdown.

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

"You won't beat me this time, wallcrawler! Sooner or later, you and the rest of the world will fall before the Goblin Nation!" Torchwick flies at Spider-Man with his flaming sword, trying to slash him but miss when the hero dodges his attack.

"Spoken like a true goblin. I sense hostility. Go with your feelings." Spidey jokes, firing some repulsor blasts that the criminal dodges with his wings for a moment, before deflecting the rest with his sword.

"I cannot wait to finally destroy you! After all these months, prepare to receive harsh punishment!" Torchwick throws some pumpkin bombs that the webslinger dodges in the sky.

"Just because you drank some Mountain Dew and got a cool-looking armor, doesn't mean you are a match for-." Spidey shuts up, as he was suddenly kicked to the chest so hard and fast, he was sent crashing through a building that collapses on him. After a quick moment, a repulsor blasts off the rubble as Spider-Man shakes his head while standing, "Me." He hears Torchwick laughing before flying off through the sky, "Hey, don't you fly away while I'm taunting you." He jokingly shakes his fist, reactivating his jet boots to chase down the corrupted criminal.

Meanwhile with Team RWBY, Yang just sent a car flying towards a few Grimm while Ruby kills two in front of the King Taijitu. She notices the King Taijitu ready for an attack, until she also sees Nora flying on her hammer towards the monster, "NORA SMASH!" she slams her hammer on the head and kills the beast.

Heralded by Nora's dynamic entry, the rest of Team JNPR join the battle. "Let's move!" Pyrrha shouts, as everyone but the sighing Jaune charge into battle.

"Smack!" Nora bats a Creep away while Ren strikes two more, before moving on to slash at a Beowolf.

"Okay, who's first?" Jaune turns around to notice a giant Ursa standing behind him. Pyrrha is fighting several Grimm nearby. Impaling a Beowolf, and then a Creep before seeing the Ursa advance on Jaune. Behind him Weiss and Blake are fighting more Grimm. "Oh-oh-okay, you're first, huh? Okay, no, that's fine. Totally fine, done this before, done this before..." With a mighty scream, Jaune slashes the Ursa several times before it falls. Pyrrha smiles, as she notices his fighting skills have improved.

A few feet from the fallen Ursa, Sun and Neptune arrive, flashing their badges. "Nobody move! Junior detectives!" Sun said.

"We have badges so you know it's official!" Neptune said, fist-bumping his friend.

Those two are immediately upstaged by a fleet coming from the Atlesian Military, consisting of dropships deploying Atlesian Knight-200 units and the flagship of James Ironwood. Sun and Neptune react in awe of the fleet as Sun drops his badge to the floor. As Team RWBY looks up in the sky, an Ursa takes the opportunity to attack Ruby from behind. However, it is gunned down by a dropship's machine gun. As the robotic Knights deploy, they start gunning down the Grimm. Two of the Knights are stampeded on by a Boarbatusk, but a separate group of three Knights fire on an Ursa and another Ursa has fallen from a Knight's punch. Cinder nods her head, signaling Mercury and Emerald to attack the Grimm as she walks off. As an Ursa receives the business end of Talaria, at least half a dozen assorted Grimm stand in front of Emerald, who draws Thief's Respite from their holsters, revealing them to be dual pistols. The Grimm pack learn this the hard way as she opens fire and all but a single Ursa fall to a barrage of laser shots while charging at Emerald. Emerald quickly transforms her pistols into kopis blades, flipping and slashing at the rampaging Ursa to kill it. As more Knights subdue Grimm, out of the opening comes Zwei, followed by Dr. Oobleck in a damaged Goblin Paladin. The dog jumping off to headbutt a Beowolf.

Meanwhile in the sky, Goblin Knight hurls several pumpkin bombs down at Spider-Man, who quickly swerves away from the incoming explosions as he flies towards the criminal, "Give it up, Torch. Military's here and the Grimm are falling."

"Am I supposed to be worried?" Torchwick grins creepily, taking out a green ISO-8 crystal and absorb it's cosmic energy to boost his power tremendously, granting him a powerful green aura and dashes at the webslinger with his flaming sword. Spidey unveils his energy blades from his gauntlets, and the two lock blades in the sky as their collision emits a shockwave. "The military doesn't have what we have! This entire dimension will fall, as so will you!" Torchwick clashes his sword with Spidey's for a little bit until he gains the upper hand and knocks him back a bit.

"Goblin's controlling you! His formula has warped your mind! Even a criminal like you shouldn't wish the destruction of an entire dimension!" Spidey sheathes back his blades, firing a powerful repulsor blast that stuns the criminal before he gets assaulted by his waldoes, "Let me help you! I can create you a cure!"

"Help? I don't need help!" Torchwick strikes him with his sword. "A cure? Why would I be cured of this power! I do what I do because I can't afford to lose! Cinder hired me to change the world! Goblin wants me to remake EVERYTHING! You can't stop the inevitable, Spider-Man!" He declares, throwing several razor batwings at the hero.

"Cinder? Is she your former boss? Was she the same woman Goblin tried to kill during the Beacon Dance? What beef does he have with her?" Spidey asks, reflecting the batwings with his webbing to hurt the criminal.

"No one threatens the Goblin King and lives to tell about it." Torchwick laughs manically before continuing his intense fight with the wallcrawler.

Meanwhile on the streets, an airship arrives, dropping off Team CFVY and Professor Peter Port. As Yatsuhashi Daichi is surrounded by a pack of Grimm, he unlimbers Fulcrum before smashing it on the ground, unleashing a shockwave that sends them flying. Velvet Scarlatina and Fox Alistair respectively kick and punch the Grimm with Fox impaling a Creep. Nearby a large spiked Ursa roars before charging them. Fox intercepts it with a kick then unleashes a combo of slashes and punches with Sharp Retribution. Knocking the Grimm skyward with an uppercut, as it descends he delivers a blow to the head with both hands that sends it flying. After landing it swells up and explodes impaling the nearby Grimm with its spikes. Coco walks forward swatting a few away with her weapon. Yatsuhashi shields Velvet before the two start advancing.

"Nice hustle, Fox. Good job." Coco gives her teammate a light pat on the butt. Fox jumps back as Coco approaches a large Beowolf, "You just destroyed my favorite clothing store." She spits. "Prepare to die."

Coco, after swatting away its right hand, kicks the Beowolf in the crotch. She, as it falls to the ground and looks at her, leans down and slams her bag onto its head. She effortlessly swats away three more Beowolves, then leaps back to avoid a Death Stalker's tail. Velvet steps forward, and moves a hand toward Anesidora about to open the box, but her leader stops her from doing so.

"Hey, come on, you just spent all the semester building that up. Don't waste it here." Coco tells her faunus friend.

Coco then transforms Gianduja into a giant minigun, and starts firing, slaughtering the advancing horde of Grimm, including a Death Stalker and three Nevermores. Port and Oobleck regroup at the opening, nodding their heads. They fire their weapons at the approaching Grimm, while Glynda Goodwitch mops up the remnants and immediately closes the opening using her Semblance.

The invading Grimm are nearly depleted, but there's still the problem of the Goblin Knight powered up with ISO-8. The corrupted criminal rains pumpkin bombs like there's no tomorrow from the sky, surprising everyone with barely enough time to dodge the explosions while he's cackling like a madman. One of the bombs nearly exploded on Ruby, until Spider-Man caught it with his web and throws it back at Torchwick as it explodes, smashing him onto a building.

"What's the matter? Got nothing left in your bag of tricks?" Spidey taunts him.

"Oh, I do. I saved my best trick for last! And it relies on the soothing sound of my voice!" Torchwick grinned.

"You're gonna sing for us?" Spidey quipped.

"Yes. I call this song the 'Lunatic Laugh', and I'm gonna play it in full blast!" Torchwick laughs aloud, louder than he has ever laughed before, as he unleashes a powerful sonic scream, "AHAHAHAHAHAHAHAHA!" His sonic scream is so powerful it shatters windows, disables nearby Knights, and causes all the heroes to scream in sheer pain as they desperately try to block out the ear-bleeding laugh.

"MY EARS!" Weiss yelled as she falls on her knees from the absolute pain.

"SOMEONE SHUT HIM UP!" Mercury screams, covering his ears.

The armored Spider-Man hovers in the air while also effected by his lunatic laugh. His head feels like it's gonna explode while desperately trying to think of a countermeasure, "Gotta…block out…the frequency of his sonics…" Using his armor's HUD, he was able to specifically block out the frequency of Torchwick's lunatic laugh, allowing to ignore his scream and move freely as he rockets for a surprise attack.

"Wait! How are you-?!" Torchwick gets cut off by a heavy right hook that sends him flying through the sky. He laughs again, grabbing some pumpkin bombs as he's ready to hurl them at the webslinger. Spidey flies fast and thinks fast, putting all his strength to his right fist as he delivers a powerful swing right on the criminal, knocking off his bombs while knocking out a tooth in the process, sending Torchwick to crash to the ground in total defeat.

BGM End

That last attack also caused Torchwick to drop his ISO-8 crystal on the floor, as the weaken criminal groans while lying on his back. "Noooo…I had the power…I can't lose here…" He slowly gets up on his knees and spots the crystal in front of him, but as he desperately crawls for it, it was blasted into pieces by a repulsor blast from Spider-Man.

"Show's over, Torchwick." Spidey claims as he lands between his criminal and Vale Huntsmen, "You've completely lost your mind. All that power has gone straight to your head. Give up now and we can get you some help."

"Spider-Man…To think my master sees a part for you in his new ideal world." Torchwick weakly replies.

"What do you goblins see in me? Aside from getting totally embarrassed, that is…" Spidey quipped.

"Your world…Your ideals…are incomprehensible to my master." Torchwick pants.

"It's sad how far you've fallen, Torchwick." Ruby comments with a somber look, while Spidey webs the corrupted criminal and gets ready to bring him to justice.

As Spidey grabs him and prepares to escort him to a nearby Atlesian airship, Torchwick spots Mercury and Emerald approaching them, which oddly causes him to smile eerily, "Well, well, if it isn't my old friends, Mercury and Emerald. How's failure been treating you? Seems that my master has ruined all your plans to ruin the Vytal Festival."

BGM-Mega Man ZX OST- Fate - Deep-Seated Grudge (Tunes Ver.)

"What is he talking about?" Spidey turns to the hidden criminal duo with suspicion.

"We don't know. You said it yourself. He's a lunatic. Nothing he says makes sense." Emerald lied to hide their motives.

"We're just students from Haven to participate and have fun in the Vytal Festival, and wreck the competition to get first place." Mercury lied.

Torchwick creepily chuckles, which gets the webhead's attention, "Don't tell me you haven't noticed anything suspicious, Bug. There's a reason why Goblin attacked Beacon that night. I've told you about Cinder. She and her two little sidekicks here were secretly infiltrating the school to gain intel, like finding that Parker kid to gather information on you before they kill him."

"What?" Spidey remarks in shock, just as shock as the rest of the Huntsmen.

"Is this true?" Yang turns to the unnerved criminal duo, as it looks like their true motives are slowly being unraveled.

"Pouring Grimm into the city was part of their original idea to ruin the Vytal Festival. They were the ones who tasked Osborn to create the Spider-Slayers when he worked under the alias as 'The Professor'. Though, it doesn't matter if you believe me or not. My master will soon bring an end to this miserable dimension." Torchwick smiles ominously.

"And where is your 'mighty' master? Why did he hijack Cinder's little scheme?" Spider-Man interrogates him.

"To serve as a prelude. A warm-up. This is the end of all that is, and we'll be the ones to deliver it. My master wants to give us a gift…A new universe." Torchwick says before laughing like a mental lunatic.

"Okay, you're officially off your rocker." Peter drops the laughing madman to the ground. "Anyone who HASN'T lost their mind have a clue where Goblin is?" He asks the huntsmen.

BGM End

Suddenly, someone starts calling Ruby through her Scroll, but as she takes it out, she receives nothing but static, "Someone's calling my Scroll, but I'm receiving static."

"Same here." Pyrrha remarks, as the rest of the huntsmen are receiving static calls at the same time.

"We all are. What's going on?" Goodwitch remarks with confusion.

"Scanning the signal now." Spidey uses his armor to trace the source of the mystery call. "This signal is being broadcasted throughout every communication device on the planet. Someone must've hacked into the CCT network."

"Who?" Jaune asked.

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

Then, everyone who is holding a communication device, whether they're Scrolls, TVs, hologram projectors, it doesn't matter. All the screens are suddenly replaced with the insignia of the Goblin Nation, which automatically emits a familiarly loud, creepy, and ominous laughter that can be heard from numerous locations around the world, like the kingdom of Vale 'HAHAHAHAHAHAHAHAHAHAHAHAHAHA!'

"Goblin." Peter said sternly, staring at the Goblin insignia that suddenly popped up in his HUD.

'Can you FEEL your kingdoms burning?' The Goblin King's voice emits from every communication device on the planet, as he ominously gives a creepy message to the people of Remnant, 'While you all have been selfishly drowning in peace training your Huntsmen, we have been here. Taking your kingdoms apart. Brick by brick. Soon, all the power will be OURS. And when it is, your dimension will be DESTROYED. Everyone, and everything you have ever loved will be gone. Not even a memory. It is not a matter of IF this will happen. Only WHEN. Your huntsmen have FAILED. Your military are WEAK. Cinder Fall and her allies are JOKERS to a king. And YOU, disrespectful "Amazing" Spider-Man. YOU, I will enjoy taking down most of all. So how does it feel? HOW DOES IT FEEL? To be completely…helpless?' He finishes with a creepy whisper.

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BGM-One Piece OST-Dragon Kaido Theme

After that frightening message was over and unleashed large amounts of negativity around the world, drawing in Grimm of various things, things suddenly got worse in Vale. The sky darkens with thunder and lightning strikes over the kingdom, as a humongous wormhole opens in the sky for everyone to see.

"Is that…?" A stunned Ruby points to the wormhole in the sky.

"Oh no…" Spidey's lenses widen in shock and fear, recognizing what is coming out from that wormhole judging from his tingling Spider-Sense.

That wormhole connects to another dimension, flying out from the wormhole are the limitless members of the Goblin Nation. Goblin Soliders of all types drop from the wormholes, with some piloting their new green private jets called Skysharks as they immediately start attacking the city. Next from the portal are two Goblin Ships, large and menacing interdimensional warships that are being used by the Goblin Nation to invade this dimension as they immediately go into war with the Atlesian Fleet.

Lightning continuously strikes to briefly highlight the last monster hiding within the wormhole as a menacing robotic silhouette. Cinder hides on a rooftop as she watches the claw of a powerful mech sticking out from the portal. "What is that?" She asks herself with a mix of curiosity and fear.

Slowly and intimidatingly, the humongous robot descends out from the wormhole to reveal itself as the ultimate Goblin Mech, the destroyer of dimensions. The gigantic machine crushes two buildings as it lands in front of the terrified heroes and the equally-terrified Goblin Knight. As the Goblin Mech straightens itself while standing up, the Goblin King himself can be seen standing on the head of his own death machine. He grins evilly as he looks down and glares at the heroes and the defeated Torchwick.

"Hey, Torchwick." Goblin creepily and calmly greets his lackey.

"Yes, sir…" Torchwick responds, nearly speechless as he wasn't expecting the invasion to start off this frightening.

"You failed to kill the brats. You're fired." Goblin smiles wickedly, pointing his palm towards Torchwick as he instantly unleashes a fire blast that painfully torches Torchwick alive.

"AAAAAAAAAAAAAAAHHHH!" Torchwick yells in agonizing pain.

"TORCHWICK!" Spidey shouted.

But it was too late to save him. Goblin has burned him to death, leaving his body lying on the ground as a roasted husk that's partially ashy. The heroes, even those in Cinder's group, were left horrified to have witness Torchwick's death right in front of their eyes as they come to the realization that Goblin is truly a heartless monster that doesn't care for his own henchmen.

"Bwahahaha! AHAHAHAHAHA!" Goblin cackles insanely after killing Torchwick, while malevolently enveloping his body in flames as he makes savage hand gestures to the sky, "SPIDER-MAN! HUNTSMEN! I HOPE YOU HAVE MADE PREPARTIONS FOR THE FINAL BATTLE!" He yells, unleashing a large flaming shockwave that's felt across downtown, "I DON'T CARE IF THIS BORING WORLD IS DESTROYED! LET'S START THE GREATEST WAR THIS DIMENSION HAS EVER SEEN!" He declared, officially starting an interdimensional war on Remnant with his Goblin Nation and is ready to obliterate it, all with a chuckling, demonic smile on his face.

BGM End


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

KFX Here: And like a true madman, Goblin has officially declared war on Remnant as the Goblin Nation launched their interdimensional invasion. Cinder's plans are effectively ruin as everyone knows who she and her team is thanks to Goblin. And Torchwick's dead, for the next few stories.

Jufesocar: I have expressed interest adding Agent Venom to this series, which is why I paired him up with Weiss to set up a potential future story.

Next time: Beginning the Goblin Festival! Heroes vs. the Ultimate Goblin Mech!

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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