BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Main Menu (Dynamic)

Spider-Man: Watch out! Here comes the Spider-Man! My old parasitic pal, Venom, was on the loose again stealing ISO-8 to kill me. We found him fighting Silver, a psychic hedgehog who accidently came here 200 years from Sonic's future thanks to the Incursions. We beaten Venom, who told us MODOK took samples of his symbiote to create an army. With Venom and Silver joining our alliance, we're heading out to stop MODOK's symbiote army.

BGM End


Vol 3 Issue 13: Sinister Symbiotes

Secret A.I.M. Facility

Deep below Manhattan is an underground research facility own by A.I.M. to perform illegal experiments that could help them rule the world. The room is large and spacious and has little features while two AIM soliders walk along a metal walkway, carrying hi-tech guns while guarding the area for any potential intruders. Suddenly but quietly, one of the guards were webbed and reeled to the ceiling, then the other guard was grabbed by an icky tendril before getting yanked to the ceiling himself.

The two intruders happen to be the reluctant partners, Spider-Man and Venom, as they quietly drop down to the walkway. Venom slightly turns his head back to a corner saying, "We're here."

From the corner, Ruby pops out her adorable little head before she carefully walks out alongside the rest of Team RWBY, Team Sonic, and Silver. Tails shivers while looking down at the area from the walkway, "Creepy place."

"Certainly has a more sinister atmosphere than most of Eggman's bases, I'll give 'em that." Sonic remarked.

"Our first mission stopping supervillains in another dimension. Not how I quite pictured it." Ruby said for Team RWBY as a whole.

"We need to be careful. Stay close and stay silent. Don't want to trigger any alarms." Spidey advises his allies.

"This comin' from the master of talking?" Yang quietly jokes as they walk along the walkway.

"You sure we shouldn't call for any backup?" Silver asks while using his psychic powers to hover beside his friends.

"Even if we wanted to, the walls are shielded to prevent outside contact." Tails replied.

"Not a problem. This place will go up in flames like every other science madhouse." Sonic quips, feeling totally confident they are enough to stop AIM's symbiote experiments.

"And all this time, right under our noses, huh?" A mysterious female suddenly surprises the heroes.

"Who said that?!" Silver remarked.

BGM-Spider-Man 2 (Game) OST-Black Cat Chase (Part 1)

Everyone turns around to see a platinum blonde hair teenage girl jump down from the ceiling, wearing a mask over her blue eyes and a sexy leather black suit that slightly reveals her cleavage. Spider-Man's lenses widen in shock as he instantly recognizes this girl as an old friend, "What the?! Black Cat?!"

"Well, if it isn't the OTHER kitty cat." Venom snarled.

"And if it isn't my favorite Spider. Fancy meeting you here. You look good. Been working out?" Black Cat approaches her ex-boyfriend and immediately flirts with him in front of his current girlfriend.

"No. I mean, you know—a little." Spidey straightens himself to look manly.

"See you brought some friends." Black Cat turns to Blake, "And another cat. You swinging with her, or still crawling solo?" She asks, instantly annoying the cat Faunus as she scowls at her.

"That's, uh, a lot of questions." Spidey replied.

"I'm just curious." Felicia remarked.

"Yeah, I hear that's bad for cats." Spidey quipped. "What are you doing here, Felicia? It's dangerous."

"Heard you and the other heroes formed an alliance and didn't invite me. Thought I see what's AIM is up to and take 'em out as part of my initiation." Black Cat answered.

"You just had to call, not put yourself in danger." Spidey replied.

"Spidey. Who is this girl?" A jealous Yang asks with a firm glare at her nervous boyfriend.

"Uhhh, this is Felicia Hardy. Black Cat. She's a vigilante like me, and half of the time a cat burglar that steals jewels." Spidey answered, albeit a little awkwardly.

"Kinda like Rouge." Knuckles grunted.

"Yeah, except me and her had a…complicated relationship." Spidey sheepishly rubs his head.

"I thought it was more romantic than complicated." Felicia quips with a smile.

"You dated a cat thief?!" Weiss angrily turns at the nervous webhead.

He retorts, "Felicia is not all bad! She's like Blake, except, uh…"

"'Uh' what? Go on. I'm listening." Blake stares at him, feeling a little jealous herself after he drove himself to a corner.

"Attractive. Daring. Up his speed." Felicia flirtatiously latches onto her ex from his shoulder while playfully irritating the Faunus.

"Claws off him, Cat." Yang remarks, jealously grabbing her boyfriend's arm to pull him away while angrily glaring at the thief.

"Am I making you jealous?" Felicia quips with a smirk at the blonde brawler.

"Want to find out?" Yang threatens while their faces are lock at each other's.

Sonic chuckles at Spidey's embarrassed predicament, "You sure know how to pick 'em."

"Bummer. You're in the doghouse now, dude." Venom teases his spider-rival.

"Shut up, both of you." Spidey orders the two in annoyance.

BGM End

"Um, shouldn't we be stopping the evil organization from taking over the world?" Silver interrupts awkwardly.

"I agree." Ruby responded.

"They're right. AIM is up to something nasty. Since we're all here, how 'bout we all team up?" Black Cat offered.

"No!" The Bumblebee duo instantly rejected her proposal from jealously alone.

"We're not gonna be working together with a thief." Weiss also rejects her offer.

"You're working with Venom." Felicia casually points her to the snarling Venom sticking out his slimy tongue.

"That was Spidey's stupid idea. We have enough help, and you've already slowed us down." Weiss said sternly.

BGM-Marvel Ultimate Alliance 3 OST-Into the Fray

Felicia casually quips, "Totally understand. Guess I'll just, uhh…" Black Cat suddenly turns around when she heard something approaching them from the other end of the walkway. They appear to be several AIM soliders infected with the Venom symbiote, looking like mini Venoms wearing corrupted yellow-and-black AIM jumpsuits.

The other heroes are shocked of the Symbiote AIM Soliders while Black Cat scoffs and jokes, "Leave you guys to it, then."

The Symbiote AIM Soliders aim their energy rifles and immediately fire upon the heroes while missing horribly. Silver hovers in the air, using his psychokinesis to freeze the guards and allow Sonic and Ruby to take 'em out, but one of the symbiote throw a grenade that destroys the walkway and blasting the heroes onto the lower level as more symbiote soliders enter the fray.

"Why didn't you sense them coming?" Ruby asks the webhead while deflecting several claw strikes from a symbiote.

"Symbiotes are invisible to my Spider-Sense. That's what makes them tricky for me to fight!" Spidey counters a symbiote strike with a knockout smash.

"MODOK will suffer for using our own symbiote against us!" Venom shreds an enemy with a combination of slashes from his talons and terrifying bites of his deformed maw.

Three symbiote soliders fire upon Black Cat, who easily dodges their bullets with her cat-like speed, "For guys named AIM, you sure are lousy shots!" She mocks as she leaps forward to strike them down with her razor-sharp claws built into her gloves, then proceeds to kick another solider away before yanking one more into her flying fist with her grappling hook.

"Black Cat's pretty good. She's like a combo of Blake and Yang." Sonic comments while kicking away a symbiote.

"HUH? NO SHE'S NOT!" The Bumblebee furiously objects to that claim while in the middle of combat.

"Consider me the best of both worlds!" Black Cat rushes at two soliders at blinding speeds, slashing them to the ground before they could blink. "Spider, heads up!" She kicks a symbiote to the air for Spidey to zip over and slam down with his webbing. "Just like old times, huh Spider?" She smiles at him.

"Yeah. You like making things complicated for me." Spidey quips, punching down a symbiote before quickly comboing another and knocking him away with a roundhouse.

"Don't you like a fun challenge?" Black Cat tears into her foes with her claws with slower, more powerful strikes that really leave them hurting.

"When my opponents aren't evil scientists bonded to alien parasites enhanced with cosmic energy." Spidey delivers a flying kick onto a goon, knocking him towards Yang who uppercuts him to the air for the webhead to knock down with a fierce axe kick in swift succession. "Nice!" He high-fives his girlfriend.

"Saw that amazing combo, Cat?" Yang mockingly smiles at the thief.

"Mildly spectacular." Felicia quipped.

BGM End

Venom ensnares the remaining prey in a burst of tendrils, trapping them for Ruby who delivers the finishing spinning slash to knock them flat on their backs. "We're clear!" She announced, as it looks like they finished off the guards.

Strangely, Spider-Man senses something, or someone is watching them nearby from a hiding spot, "No…There's something else…" He turns to his friends, "Something ugly…Something malignant…" He worries them, until he fires a web shot at a control panel to open the nearest door, causing a surprised ordinary man wearing a suit jacket to accidently trip into the room while holding his camera. "Frank West, ladies and gentlemen!" Spidey jokingly introduces the team to his old interdimensional ally.

"Ok, ok…you got me." Frank puts his hands up along with his camera.

"Who's this guy?" Silver asked in confusion.

"He's your regular, ordinary, non-powered photojournalist from another dimension. Sensed him nearby while we were fighting." Spidey answered. "Seems that the Incursions brought you here too." He said to Frank while web-yanking his camera into his hands

Black Cat remarks, "This guy's been tailing me for the past hour. And for an investigative photojournalist you are really bad at it." She jokes, while Peter takes an annoying picture of Frank. "So…?" She gestures to the interdimensional reporter, wondering why he's here in AIM's secret facility.

"Alright, listen." Frank explains. "Ever since the Incursions brought me back to this Earth I start hearing these wild rumors. Disappearances, sightings of monsters, really weird stuff. So I started looking into it." He said, growling while taking back his camera from Spidey, "Turns out every one of these incidents happened within a three-mile radius of this facility. Coincidence?" He asks the heroes, but they just give him an ordinary stare, "I was staking the place out when you showed up. Look, I'm telling you this story's big. Maybe the biggest of my career."

"Get out of here now, and maybe you'll live to tell it. We don't have time to play nursemaid." Knuckles tells the reporter to leave for his own safety.

"Sorry Mr. West, but this place is too dangerous. We don't want you to get hurt." Ruby apologizes.

"Hey kid! I'm not some cub reporter. I've covered wars, you know." Frank retorted.

"Seriously?" Blake remarked.

"Ah, let him come. He did help us beat Galactus once upon a time, even though it wasn't much." Spidey says, allowing Frank to join their alliance.

"As long as he stays out of our way and doesn't touch anything." Venom responded before walking through a laboratory pathway.

BGM-Mega Man ZX Advent OST-Whisper of Relics (Tunes Ver.)

Frank puts up his camera at Venom walking through the corridor, until his sights immediately turned to mysterious incubator tubes on the side. Interested, Frank joins the rest of the united heroes up front and center while in awe of the laboratory, "My god…This is GREAT!" He gestures to the long large line of incubator tubes lining both sides of the corridor. The interdimensional reporter immediately takes pictures of each and every single tube in the laboratory, "'Frank West, Pulitzer Prize-winning Photojournalist'. I like the sound of that."

"What the…?" A horrified Tails hovers in front of a tube containing an inactive symbiote soliders. "They're turning people into…monsters."

"They're being bonded to Iso-enhanced symbiotes." Spidey walks through the corridor, scanning the tubes. "This is just crazy. No one can control a symbiote. They'll destroy everything if we don't stop 'em."

Meanwhile, Frank was about to take a picture of one test tube until he notices something different about it compared to most others. "Check it out." He calls to his allies. "Some of these ones are looking a little green."

"Green?" Weiss approaches and stand next to the reporter, gasping in shock when she notices a symbiote solider with skin and a design that's similar to Green Goblin but a little more alien like a symbiote. "Some of these symbiotes look like they've been infected with the Goblin Formula. Turned into 'Goblin Symbiotes'." She informs her friends.

"You talking about the Green Goblin?" Frank remarked.

"Goblin?! Since when has he been working with MODOK? It makes no sense!" A surprised Spidey asked.

"Does that mean Goblin's hiding somewhere in this universe?" Sonic wondered.

BGM End

"Quiet!" Blake thrust her arm outward to gesture everyone to be quiet. "I hear voices…" Her cat ears picked up as she runs ahead before everyone else to locate the source of the voices.

The heroes arrive near the control room, the heart of AIM's underground lab. They hide behind several incubation tanks and carefully peek their heads out to look into the control room and are surprised to see MODOK talking to the Goblin King. "That floating egghead…That's MODOK. And he's talking to Goblin! So he has returned to Earth." Spidey whispered.

"Your formula is proving its potential. It'll take some time to perfect their mutation." MODOK converses with the mutated king.

"Aren't you glad you joined the Cabal when you did? An army of symbiotes at our command, made more powerful by my Goblin Serum and ISO-8. You aren't the only genius of our alliance. If only the formula could perfect that overly large head of yours." Goblin grinningly mocks his new partner.

"Enough of your mockery!" MODOK angrily slams on his doomsday chair. "The army will be complete soon. Now leave me, I must work!"

"Don't disappoint us, MODOK…" Goblin smirks forebodingly before using his Universal Seed to teleport away.

"Uh-oh! Having trouble with your lab partner?" Spidey quips, as the unified heroes rush out of hiding to confront the mad scientist.

BGM-Marvel Ultimate Alliance 3 OST-Code Red

"Intruders! My children, to WAR!" MODOK shouts, calling out to his army of AIM Symbiotes and Goblin Symbiotes, as they break out of their tubes and snarls monstrously at the heroes for a fight.

"These are your kids? They're adorable. Aww, they've got that same ugly mug of yours." Spidey mocks the egghead scientist, angering him considerably.

Several Goblin Symbiotes rush with their tendril claws to swipe at Spider-Man, but he easily avoids their strikes and swiftly counters with punches and stinger slashes. He then webs a symbiote and throws it at Frank while singing, "Fraaaaank!"

"Don't tell me what to do, kid." Frank slams the symbiote with his trusty baseball bat before smashing it several times until it's unconscious, "I've survived zombie outbreaks in shopping malls worse than this!"

"Zombies? Aliens? How weirder can your universes get?" Weiss remarks while slashing down several symbiotes.

"Keep hanging around us and we'll give you a tour." Felicia jokes, smacking a symbiote with her whip.

"You children made a grave error infiltrating this facility." MODOK scowls, watching his experiments fight his enemies from the sidelines.

"And thanks to that, we know you're working with Goblin to create a symbiote army. Care to clue us in about this Cabal?" Spidey quips, while delivering a powerful flying kick that sends a symbiote flying.

"We will become the masters of the new world, once we extract all the power from the Isotope-8 and crush your insignificant alliance!" MODOK answered.

"Like to see you try, egghead!" Sonic smirks, knocking down goons with quick Homing Attacks.

"We will make you and Goblin suffer for capturing us as guinea pigs, MODOK!" Venom promised, surging his tendrils forward to a sharp point to impale symbiotes in his path.

Silver stuns several symbiotes for a moment to allow Yang knock them down with her explosive punches. Tails uses his namesakes to strike one down until another nearly shot him, forcing the fox to fly away from the gunfire. Blake saves the fox by strike the goon down, but as another symbiote was about to lunge at her from behind, Black Cat came to her rescue and kicks him away midflight.

"Got your back!" Felicia said to her fellow cat.

Blake grins, slowly feeling like she can trust Black Cat despite their initial rivalry, "Thanks."

"We cats gotta stick together." Felicia grins back before yanking a symbiote towards Blake with her whip, allowing the faunus to slash at him with her sword, before the thief slashes at him with her claws, then finally they work together to deliver a double kick that sends the minion flying to a wall.

BGM End

BGM-Marvel Ultimate Alliance 3 OST-Threat from Beyond

"NOOOOO! You fools are ruining everything!" MODOK yells, watching his experiments being defeated by the heroes. "That's it! Time to summon our masterpiece! I'll make you regret the day you dared cross MODOK!" He laughs madly.

Venom was the first to turn to a specific pod opening near his position when he sensed another symbiote, one more powerful than the others. Dropping down from the tube is a unique symbiote, different from AIM and Goblin variety. It appears to be a red naked symbiote with white talons on his fingertips and toes, and has white eyes similar to Venom wrapped around what appears to be a red long, freaky domino mask. This new symbiote also sports numerous tentacles protruding out of his back while slowly approaching the heroes.

"What kind of symbiote is that?" Silver asked.

"This is Hybrid!" MODOK hovers next to his latest creation. "The merged entity of four 'seeds' that I extracted from Venom to create the ultimate symbiote!" He briefs his enemies.

"So he's like you and Venom's son?" Yang quipped.

"A son that we're about to CRUSH!" A snarling Venom smashes his fists together, ready to lash out at his newborn son.

"Try it, 'father'." Hybrid gets into fighting position next to the laughing MODOK.

Venom roars, lunging towards his offspring for a ruthless clash, punching him in the face before getting stabbed by his tentacles. Brock then grabs the symbiote's head and brutally slams him to the ground, before he was violently pinned to a wall by Hybrid's extending arm. "You shouldn't have come back here, Venom. Goblin found a way to control the symbiotes by exposing them to one of his serums. Now we will extend our domination over all symbiotes!" MODOK proclaimed.

"The Goblin's poison means nothing to us. You'll see why once we've rid you of EVERYTHING!" Venom slashes off Hybrid's arm to free himself and lands on the ground, rushing towards his offspring while flailing his symbiote tentacles to smash him into another room to fight in.

Meanwhile, Sonic is quick to take on MODOK as he delivers a blinding spin dash to his face, knocking him backwards. "Seriously, compared to Eggman, you are one ugly Humpty Dumpty!" The hedgehog mocks the scientist.

"You DARE call me an egg? How about I crack you open and fry your brain?" An enraged MODOK continuously fires telepathic beams at the running hedgehog, who easily dodges them with his speed before hitting him with a powerful spin attack. Sonic goes for another attack, but MODOK defends himself with a barrier, deflecting the hedgehog away to the air.

"Hold that pose…!" MODOK grabs the flunged hedgehog with mechanized tentacles and lifts him above his head. "Cry for me!" He grins maliciously, frying the screaming hedgehog with surges of electricity.

Suddenly, Blake saves the hedgehog by cleaving the tentacles and allows Tails to grab him. "Can't make an omelet without cracking a few eggs!" Yang dashes forward while unleashing a series of rapid punches to MODOK, knocking him towards Black Cat, who sneakily attach an explosive little gift to his chair.

"Or blow them to pieces." Felicia quips, watching her trap explode and blast across the room.

MODOK recovers quickly, growling at the heroes interfering with his work. "Do not underestimate me! My Doomsday Chair has been upgraded with ISO-8! By my calculations, you'll be dead in seconds!" He surrounds himself in an energy aura, traveling at quick speeds and rams at the three girls before flying towards Sonic and Tails.

"I'd double check those calculations if I were you." Tails quips, teaming up with Sonic using their Rolling Combo attack to clash with MODOK's Hyper Battering Ram, as they struggle with each other before the mobians manage to overpower and send him flying.

Nearby in another room, Venom continues his symbiotic clash with his unwanted child, Hybrid. The lethal protector extends a fist to punch his offspring, who counters by slashing his father away with a razor sharp blade out of its own mass. "We are too many, and too strong. We will spread…" Hybrid proclaimed.

"No offspring deserve to live! Only to be killed by their creator!" Venom nearly surprises his offspring with a tendril spike surging up from beneath their feet, buy Hybrid jumped away in time.

"Brock, I hope you never become a parent." Spidey quips, zipping closer to pummel the offspring.

"Too late. There's already Carnage." Venom quipped.

Spider-Man pops a stinger and delivers a spinning slash that hurts Hybrid, causing him to roar angrily and slam the webhead with a symbiote hammer morphed from his hand. Before the creature could kill him, he was shot and painfully weakened by a fiery sniper bullet from Ruby's gun. "Remember! Symbiotes are weak to fire! Use that against him!" She advises her teammates.

"Remember who you're aiming at, kid." Venom remarks, flinging out a tar-like tendril that quickly pulls him closer to his weaken prey, then proceeds to shred him with a continuous barrage of deadly strikes from his tendrils while Ruby lends support with her fire bullets.

Hybrid manages to block his father's monstrous attacks with a shield, using it to deflect him onto Ruby. Knuckles rushes in and delivers a spinning uppercut that's engulfed in flames, powerful enough to knock Hybrid into the air. But then the super symbiote merges his back tentacles together to create wing-like appendages to fly away and shoot Knuckles with web shots. "This thing can fly? Not fair!" Knuckles scowled.

Then, Silver confronts the symbiote in the air and uses his psychokinesis to freeze him and brutally slam him to the floor, "You can't fly away from my psychokinesis!"

Hybrid growls as he stands, then growls painfully while he's being consumed by Weiss' flamethrower. He roars while summoning the strength to spew acid from his mouth to overpower her flames, forcing her to move away as the acid melts a hole into the floor. "Ew! Acid? How disgusting can symbiotes get?" Weiss questioned.

"Hey!" Frank West stands fearlessly behind Hybrid, casually getting his attention. "Smile!" He holds out his camera and takes a picture, temporarily stunning the composite symbiote. Hybrid recovers, and just when he was about to attack Frank for that little ruse, the reporter ducks while allowing Ruby to shoot the symbiote with another fire shot from afar, further weakening the symbiote.

Noticing he's stunned, Spider-Man takes this chance to wrap him with thick webbing. "Any time, Brock!" He calls upon him to finish the job.

"Let the slaughter begin!" Venom lunges towards the immobilized offspring as a giant mouth, hitting him as he connects his webbing to pull him over his head and into the ground before throwing him forward to the air and bind him with more webbing. "You think you're the ultimate?!" He jumps to smack his offspring to the ground then smashes onto his grounded opponent, "WE ARE THE STRONGEST! Only us! VENOM!"

BGM End

Venom grabs his defeated offspring and ruthlessly throws him back into the control room, just as Sonic's group had put MODOK on the ropes. The Hybrid symbiote leaves his unconscious host and lies on the ground as a powerless puddle, much to MODOK's expressive surprise, "NOOOOOOO! How could you have defeated my masterpiece?!"

"Nice try, Mo' Dork." Sonic mocks, while the heroes regroup confronting the scientist.

"It's MODOK!" He exclaimed angrily.

"Whatever." Sonic shrugged.

"Tell us who else is in the Cabal before we shut down your operations!" Blake threatened.

"Fools! I'll never tell you anything!" MODOK retorted.

"Your loss." Frank begins smashing his baseball bat on every computer and control terminal in the control room, causing all of MODOK's symbiotic experiments to blow up and render useless.

"No…NOOOOO!" MODOK yells at his plans for being foiled by the heroes. Thinking quickly, he uses his Doomsday Chair to collect the Hybrid symbiote then opens a portal to escape his ruined lab.


Later…

BGM-Marvel Ultimate Alliance 3 OST-Losing Control

SHIELD has finally been contacted into the underground AIM facility, disabling all of their tech and arresting any remaining AIM soliders left in the premise. Nick Fury approaches the young heroes to congratulate them for a job well done. "Nice work, team. But the mission's just begun…" He told them.

"No kidding. Incursions are scattering people across dimensions. Goblin and MODOK are working together. And who knows who else is part of their Cabal?" Spidey remarks on all the crazy stuff that has happened today.

"MODOK mentioned the Cabal's mission is to extract the power of ISO-8 to create a new world. They must be referring to the Universal Seed to create their new universe!" Ruby informs the director.

"And we just helped them collect more energy. Great." Knuckles growled.

"Goblin must've found out about our alliance and decided to form his own composed of the world's most dangerous supervillains. If he managed to convince a madman like MODOK to join his Cabal, we need to take priority stopping them before they create a universe born from absolute evil." Fury replied.

"Will we be thrown back to prison now?" Venom asked, believing his time as an ally is up.

"No." Blake replies calmly. "With our universes on the collision course to destruction, you're better off by our side than behind bars." She said, making Venom a permeant member of the unified army.

"What's our chances changing this future, Silver?" Sonic asks the time traveler.

"Unsure. These Incursions are affecting both the past and future. But, I'm positive that if we all work together in the here and now, we can avoid whatever grim fate that awaits us." Silver proclaims, something that the rest of the heroes can agree on as they prepare their next move against their new enemy, The Cabal.

BGM End


BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-I Wanna Take You for a Ride

KFX Here: Black Cat and Frank West have joined the Ultimate Alliance. Similar to the original, I'll be adding Capcom characters to join this fight as guest characters while the main focus will be on Marvel, Sonic, and RWBY characters. And for those who keep asking, remember, the Marvel Universe in this series is primarily based on Earth-616 from the comics like the Parker House, while things like Avengers Academy is inspired by the New Avengers Facility from the MCU and Ultron from Marvel vs. Capcom.

Soccerjam: That's your choice who you think the characters sound like.

Next time: Mutants and Faunus!

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

BGM End