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

Spider-Man: Watch out! Here comes the Spider-Man! Our alliance came together to defeat Onslaught before he could destroy Menagerie. When we defeated him, the rest of the Cabal showed up to be foreboding before warping away with Magneto and Taurus. Now we know who we're up against. It'll be tough, but I know we can beat them and save our worlds.

BGM End


Vol 3 Issue 17: Ghosts of the Past

Avengers Academy, Training Room

BGM-Sonic Adventure OST-Welcome to Station Square

During one weekend inside a training room, Spider-Man is having a brief sparring session with the likes of Cinder Fall, who has made a full recovery from the hospital and has joined the alliance in the war against the Cabal. After recovering, Cinder decided to change her look and clothing. She now wears a long, dark red dress with golden accents and decided to cut her hair and wear a black mask over her scarred left eye. Her new outfit allows her to create fiery glass swords that she dual-wields in her match against Spider-Man. The webhead clashes with his aura stingers, fighting with her on even grounds before sweeping her off her feet. Cinder quickly counters this action with a swift kick that sends him sliding backwards using her two legs.

Spidey chuckles, sheathing back his stingers as he ends his sparring match with Cinder. "You know how to give a guy a workout. Guess it's safe to say you're back to full strength after your fight with Goblin." He said, having a friendly conversation with the former maiden.

"For the most part." Cinder remarks while disintegrating her blades.

"How're you liking your new duds?" He asks about her upgraded outfit. "As promised, I infused your new clothes with ISO-8 to mimic the properties of a Maiden. Cool right? Who needs magic when science is so much better?"

"I suppose I should thank you." Cinder remarked.

"Not at all."

"Fine." She casually responds as she walks away, much to the webhead's expressive disappointment.

"I mean, sure, you could thank me a little…" Spidey replied.

"Thanks for putting me in the hospital." Cinder quipped.

"That was Goblin's fault." He retorted.

"And he's your enemy, so I hold you responsible." She faces him with a sly smile.

"You were the one who was dumb enough to trust him in the first place." Spidey mocks her.

"I could say the same thing about you right now." She quips, taunting him about forming an alliance with someone as dangerous as her.

Spidey scoffs lightly, "Go ahead. Betray us. I dare ya. We just beaten Onslaught not too long ago, and he was way more terrifying than you could ever be."

"Give it time. I'm sure I'll surpass his power in no time." She remarks arrogantly.

"And I thought Sonic was the one with the ego." Spidey quipped.

Cinder grins, facing the webslinger as she says, "Thanks." with a half-mocking/half-genuine demeanor, developing some respect for the hero before walking out of the training room. Spider-Man rubs the back of his head in confusion for a moment before deciding to return to Remnant.

BGM End

BGM-Captain America: The First Avenger OST-Triumphant Return

Elsewhere, in another training room, Captain America has taken it upon himself to train both Ruby and Jaune for today to help them master hand-to-hand combat. Ruby throws two quick punches then a kick at Cap, who easily blocks them with his arms alone. Jaune leaps in to deliver a roundhouse kick, only for the living legend to effortlessly duck under his kick and swiftly counter with a legsweep that trips his students.

"Watch your step." Cap playfully goads his students to stand up and keep fighting.

Jaune attempts to him with an upward kick, but Cap saw it coming a mile away and easily dodged it. Meanwhile, Ruby perform some backflips before leaping forward and launch a flying kick at Cap, which he blocks but was pushed backwards slightly. "You're improving." Cap compliments his students with a smile. "What you lack in raw strength, you make up with speed and tight coordination. Focus on combos, but don't leave yourself wide open afterwards. That's a weakness Spider-Man hasn't resolved. Search for an opening, then exploit it. Always keep a levelheaded mind during combat to form the perfect counterattack." He gave them useful advice for future battles.

"Will do, Cap." Ruby smiled.

"If we had more kids like you in my day dedicated to justice, villains like the Red Skull would've been defeated a lot sooner." Cap stated.

"Thanks, Cap." Jaune smiled, scratching his embarrassed cheek after being praised for his combat improvement.

"Speaking about kids, you mentioned you had a teenage sidekick during World War II. What was his name again?" Ruby asks the Captain.

"James Buchanan Barnes, but most people refer to him as Bucky." Steve reminisces about his former sidekick while telling the students his story, "He was the best partner a solider like me could ask for. But during one mission, he was thrust into a life of torture and black ops work after being caught in an explosion caused by the German scientist, Baron Zemo. Bucky was captured by a secret organization in Russia that used cryogenic freezing and advanced mind-wiping techniques to use him as an assassin whenever he was needed for decades. They called him the Winter Solider. It wasn't until I fought Bucky is when he fought against his programming and reclaim his position as a hero."

"He sounds so cool, minus the assassin bit! Can we meet him?" An amazed Ruby asks, wanting to meet the Winter Solider and possibly get his autograph.

"Bucky currently works with SHIELD alongside Black Widow. He's on a top secret mission right now, but once he's done, I'll arrange with him to lead the next training exercise." Cap smiled.

"Awesome! We're gonna be tutored by the legendary sidekick of Captain America!" Jaune excitedly turns to Ruby, who is also looking forward to train with the legendary Winter Solider.

Suddenly, a man wearing a military back strap over his green shirt that has the insignia representing the BSAA on his shoulders walks in to greet Captain America and his students, "I'm not interrupting anything, am I?"

Cap turns his head to the solider, smiling as he recognizes him instantly, "Commander Redfield. Nice to see you again." He approaches his old ally and greets him with a firm handshake.

"Likewise, Captain. Wish it was under better circumstances." Redfield replied.

"Heard from Frank West your world has been caught in an Incursion." Cap stated.

"Yeah. Brought me back to this world. One of the few survivors before our world was destroyed." Redfield said, informing him of the destruction of his Earth.

"Sorry to hear that." Steve frowns, feeling sorry for the loss of Chris' world.

"Who are you?" Ruby asks the commander while approaching with Jaune.

"Kids, I'd like to introduce you to Chris Redfield. He's from the same Earth as Frank West, the photojournalist you met earlier. Chris is a special member of the BSAA, an organization dedicated to stopping the creation and usage of biological weapons." Steve introduces the huntsmen to Chris Redfield.

"Pleasure to meet you kids. Looking forward to see your skills in combat." Chris smiles, politely greeting the students.

"Same." Jaune nodded.

"When you mean by bioweapons, does that mean you fought zombies?" Ruby asks the commander.

"Usually. Then things get weirder." Chris answered, amazing the huntress that she is working together with a professional zombie slayer.

"Have you been briefed on who we're dealing with?" Steve asks the solider.

"About the Cabal? Yeah. Also heard the news about places and people being displaced from other dimensions to around our worlds thanks to the Incursions. Some who are potentially dangerous. We'll need to keep them contained and protect the populace until we can sort out this mess." Chris states that the Incursions are scattering more outworldly people to their worlds at a rapid pace.

"Agreed." Captain America nods in acknowledgement before turning to his students, "Kids, if you aren't tired yet, mind joining us on patrol?" He kindly offers them the chance to work side-by-side with him and Chris Redfield.

"Absolutely!" Both Ruby and Jaune answered with ecstatic smiles on their faces.

BGM End


Remnant, Beacon Academy

BGM-Captain America: The Winter Solider OST-The Winter Solider

The elevator door opens for Ozpin as he enters his office with a cup of coffee in his hand. He walks across the room using his long cane, taking a silent sip from his mug as he sets it down on his desk. He stands before the window, calm and relaxed while staring down at the clouds and quietly observes the entirety of his impressive school. And yet, he can easily tell something is amiss. Not from outside down on campus, but something inside his own office.

Instantly, Ozpin turns around while lifting his cane to block a sudden knife thrust by an invisible assassin. Seeing no point staying his stealth mode, the assassin decides to turn it off and reveal himself as a goblin wearing a blue bodysuit, a black half-face mask, and more interesting, a silvery bionic arm.

"You're not from this world. Who are you?" Ozpin calmly interrogates the assassin, while their weapons are locked.

The assassin remains silent and stoic, refusing to give away his identity. He uses his bionic arm to smack away Ozpin's cane and punches him towards a wall. With the professor dazed, the assassin rushes for the kill with his knife, but Ozpin quickly recovers and clashes his cane with his weapon. The assassin overpowers him and goes for a spinning slash, but Ozpin ducks and hits him with the cane, knocking him back to the desk. The assassin grabs the desk with his bionic arm and ruthlessly throws it at the professor, who quickly deflects it to the side but was too late to do anything against the assassin as he lunges at him, smashing both of them through the window. The assassin disarms the professor of his cane while ruthlessly beating on him while they're falling from a lethal height.

On the ground near Beacon Tower, Peter was walking around with Pyrrha and having a friendly chat until his Spider-Sense alerts him to the sky, looking up to see Ozpin and the assassin falling. "Huh? Who's freefalling?" Peter wondered.

"What's happening?" Pyrrha looks up in the same direction and gasps in shock to see Ozpin falling alongside the assassin, "Professor Ozpin?!"

Peter quickly changes into his Spider-Man gear and zips into the air, swinging as high as he could while approaching the falling Ozpin. Before the assassin could deliver another brutal blow, the webhead zipped forward and managed to catch the professor as he safely lands the both of them on an empty rooftop below.

"Oz! You alright?" Spidey asks the headmaster.

"I'm fine." Oz grunts in pain while on one knee, but is still very alive.

Spider-Man looks up to see the goblin assassin effortlessly grinding down the side of Beacon Tower with his legs and bionic arm, descending to a safe height where he leaps onto the same rooftop as his targets. Peter quickly gets into a defensive position while staring at his mysterious opponent, "You're a goblin. No, wait. I recognize that cybernetic arm. You're the Winter Solider!" He recognizes the infected assassin as the hero, Winter Solider.

The infected and silent Winter Solider presents his metallic arm as he charges forward, only for Spider-Man to catch his flying punch with one hand. "Look, I love your metal arm, but why are you trying to kill Ozpin?" He interrogated.

Again, Bucky remains silent as he uses his other hand to nearly slice Peter's throat with a knife, forcing the webhead to jump back safely. While standing properly, Bucky calmly and effortlessly turns around to catch Pyrrha's shield with his metal arm as the huntress entered the fight. He throws it back with incredible force that forces Pyrrha to use Semblance at the last second to catch it upon impact, sliding her backwards slightly. As Pyrrha stood in shock at the assassin's strength and reflexes, Spider-Man leaps in with a powerful punch that knocks off Bucky's mask, revealing his goblinfied face.

"Winter Solider? More like Goblin Solider. We need to take you to a doctor. You look sick." Spidey quips, throwing a few quick punches as Bucky does his best to deflect. The assassin elbows the kid in the chest, staggering him for a split-second before slashing him with his knife, tearing up his costume while the hero is knocked back.

Quickly, Pyrrha charges forward with a few slashes of her own that are quickly parried by Bucky's bionic arm. She goes for a quick spin slash, which he dodges, and swiftly goes for a sweeping kick, which he jumps over and counters with a painful roundhouse kick in the face, knocking back the skilled huntress across the rooftop.

To his slight surprise, however, Bucky was put into a full-nelson by Ozpin while Pyrrha uses her Semblance to restrain his metal arm and prevent him from fighting back. It was just for a moment, long enough for Spider-Man to launch forward and kick Bucky in the face, knocking him off the roof. But as the trio of heroes rush to the edge to see where he went, the Winter Solider was nowhere in sight as if he simply vanished.

"He's gone!" Spidey noted.

"Professor Ozpin, are you alright?" Pyrrha asks her wounded headmaster.

"I'm fine, Pyrrha. Thank you two for coming to my aid." Ozpin thanks them.

"Spider-Man, who was that guy?" Pyrrha turns to the knowledgeable webhead.

"The Winter Solider." Spidey answered. "He used to be Cap's old partner, and is one of the most dangerous men on Earth. It looked like he was infected with the Goblin Formula." He turns to the headmaster, "Ozpin, we're taking you to the Tricarrier. For whatever reason, Winter Solider's after you. You're not safe here. Possibly anywhere, but we have no other choice. I'm gonna contact Captain America about this. He's not gonna be happy to hear his old war buddy is being mind-controlled again." He said.

BGM End


Later at the Tricarrier…

BGM-Marvel Ultimate Alliance OST-Stark Tower

"Bucky nearly assassinated you?" Captain America remarks, while in the middle of a conversation with Professor Ozpin in the command deck. The two were accompanied by Spider-Man, Pyrrha, Ruby, Jaune, Chris Redfield, Nick Fury, Black Widow, Falcon, Winter Schnee, and Shadow the Hedgehog standing beside each other.

"For what reason, I am still unclear." Ozpin answered the Captain.

"How the heck did Goblin capture the Winter Solider? I thought that guy was nearly impossible to catch." Spidey asked.

"Winter Solider was on a secret SHIELD mission infiltrating Hydra. But it seems he realized too late they are aligned with the Cabal and somehow gotten captured." Black Widow answered. "Now he's being used as their living weapon to accomplish their most dangerous tasks without getting noticed."

"But why send him after Ozpin?" Ruby asked.

"Currently lacking intel on their objective, but it's related to our missing headmasters case." Fury informs the team.

"The other headmasters are missing?" Spidey remarks in shock.

"Tried to get in contact with General Ironwood, but he didn't respond. We lost his signal. Same with Professors Lionheart and Theodore." Fury stated. "This has Hydra's stench all over it, and they must've sent the Winter Solider to kidnap them. Our mission right now is to investigate their whereabouts and stop Hydra's schemes." He proposed their new mission.

"We'll need to separate into teams and gather clues between Earth and Remnant." Captain America ordered.

"I'll establish a team to investigate Haven Academy. Agent Shadow, Spider-Man, Ms. Nikos. You three are with me." Chris turns to his new teammates.

"Roger." Shadow nods in acknowledgment, alongside Pyrrha.

"Does this make me a deputy zombie slayer?" Spidey quipped.

"Good luck." Captain America wishes to Redfield.

Chris nods, "Same to you." before leaving with his newly-formed team as they head out to Haven Academy.

BGM End


Haven Academy

Chris leads his team consisting of himself, Spider-Man, Pyrrha, and Shadow into the spacious grand hall building that leads up to the Headmaster's office. "Area's secured." Chris puts away his gun, then turns to his teammates, "Shadow and I will head down the vault, search for clues. The two of you investigate Lionheart's office." He orders them.

"Right." Spidey nodded.

"Good luck." Pyrrha wishes them, as she and Spidey walk up the steps towards the headmaster's office.

"So, how do we enter the vault?" Redfield asks the hedgehog.

"It's located beneath the school. I'll use Chaos Control to warp us below." Shadow takes out his green Chaos Emerald and clenches it forward. "Chaos Control!" He shouts, warping spacetime to teleport himself and Redfield to the underground vault.

BGM-Sonic and Knuckles OST-Lava Reef Zone (Act 2)

The special agent duo found themselves warped into a massive chasm with a large tree that has glowing orange flowers. "A lot grander than I expected." Redfield glances at his mystical surroundings, walking alongside Shadow towards the door to the Relic chamber, an elaborate orange doorway situated in a rock wall.

"Each chamber houses a powerful Relic created by this world's gods. According to Ozpin, this chamber guards the Relic of Knowledge." Shadow explained.

"How do we open it?" Redfield asks, while they stand before the chamber.

"Only the Spring Maiden can open this chamber, but her current whereabouts are unknown." Shadow replied.

"Doesn't look like it's been opened for decades. Safe to assume the Relic is safe. No clues on Lionheart or the Winter Solider." Redfield remarked.

"We'll continue searching until we find something." Shadow turns to the commander.

Redfield presses on his ear comm, "Spider-Man. The Relic is secured. What's your status inside Lionheart's office?" He asked.


Meanwhile inside Lionheart's office…

A secret passageway adjacent to the office opens for Pyrrha and Spider-Man, as the webhead lets out an innocent, "Yay. Found a secret door."

'A secret door?' Chris responded over their comms.

"Used an IR scan to find any hidden clues and found an entrance to a secret hallway. Not sure where it leads, but we're looking into it right now." Spidey informs him while he and Pyrrha enter the hallway.

'Roger. Update us on what you find. Redfield out.' Redfield hangs up the call.

"What's in here that would require Lionheart to build a secret chamber in his office?" Pyrrha wondered as they approach the end of the curved hallway and find themselves in a small circular room.

"That." Peter casually points to a Seer Grimm floating ominously in the center of the room.

BGM End

"Is that a Grimm? Never seen anything like that before." Pyrrha noted.

Spider-Man fearlessly approaches the small tentacled creature and pokes its spherical body covered in bone-like plating, "Looks like a jellyfish. Was Lionheart keeping it as a pet?" He joked.

BGM-Spider-Man 3 (Game) OST-Black Tension

Suddenly, the Seer's tentacles tense and curl up, and it trembles, emitting a high-pitched screech as its head cracks. Spidey jumps back in surprise next to Pyrrha, while she quickly arms herself with her weapons. "I didn't do anything!" Spidey expressed. The Seer withdraws its tentacles against itself, turns over, and drops to the floor as the red smoke inside of its head fades away.

It rolls down and stops in front of the students, with black smoke pouring from the crack, swirling into the air and forming an apparition of the dark witch of Remnant, Salem. Her voice echoes out from the apparition as it speaks, "The Amazing Spider-Man. The Hero of Remnant. At last, we finally meet."

"Am I supposed to know who you are?" Spidey quipped, showing no fear to this wicked witch.

"My name is Salem. I suspect by now you have heard of me." Salem answered.

"Salem…" Pyrrha mutters in fearful shock that they have accidently confronted Remnant's worst villain, before Goblin.

"Perfect. Wasn't expecting to run into you today. You saved us the trouble looking for ya. Gotta say, thought you'd be scarier." Spidey quipped.

"So it was not Lionheart who informed you of this chamber?" Salem asked.

"I'm curious to know his connection with you. Would ask him, but he's been kidnapped along with other headmasters." Spidey wisecracked. "You wouldn't happen to know where they are? Or Goblin's favorite vacation spot on Remnant? You two used to be a thing until he dumped you for universal destruction." He jokingly interrogates the witch for answers.

"I cut ties with Osborn after he betrayed me. I do not know his current whereabouts, nor am I investing my time searching for him. I am simply observing from afar your war efforts against his legion." Salem answered.

"Time is running out. I'm sure you're aware of the Incursions. Entire universes are dying by the hour, and soon enough, this universe will suffer the same fate. If Goblin wins, everything will be gone. Including you." Spidey told the witch, which got her curious on his words.

"What are you proposing?" Salem asked.

"I'm saying if you're interested in helping us." Spidey offers her an invitation to their alliance.

"Are you crazy?! You want us to work with Salem?!" Pyrrha objected.

"We're working with Cinder and Venom, and I hate that guy more than Maleficent here." Spidey retorted.

"Rethink your words, Spider-Man. You propose that I join your alliance?" Salem questions his thinking, as she wasn't expecting that type of offer.

"I don't know much about you, except that you want the Maidens and the Relics for world domination. But there won't be a world if everything gets destroyed. Whatever your grudge is with Ozpin, put it aside just this once. This isn't a war between light and darkness. This is a war for our future. For our very survival. Osborn's an egotistical lunatic who's willing to tamper with the very fabric of reality to achieve his ambitions. Not even you would risk the destruction of your home universe. Am I wrong?" Spidey asks the apparition fearlessly with a glare.

Salem looks at the fearless webslinger with a calm stare, with the curiosity of testing his resolve. Her eyes glow red, subtly using her magic to sense his indomitable will and fearless emotions. She also uses her magic to sense his unique strength, picking up the presence of the entity that's bonded to his soul. The Other. The mystical spider entity senses her looking at him and manifests itself as an invisible Man-Spider apparition, floating behind Spider-Man with a menacing growl towards the witch.

Salem's glowing eyes dim to normal as she speaks to the webhead, "I see. So that's the power within you. More ancient than the gods themselves." She refers to The Other.

"What're you talking about? Is that a yes or no answer?" Spidey quipped.

"You are correct. I do not wish the destruction of my universe. Even a being like myself cannot survive the collision of worlds." Salem admitted.

"So is that a yes on the team up?" Spidey quipped.

BGM End

BGM-Shadow the Hedgehog OST-Preparation for Ritual

Before Salem could give an answer, she notices a silent grenade rolling into the room and release potent knockout gas, causing Spider-Man and Pyrrha to cough weakly a few times. "Knockout gas…A simple 'no' would've suffice…" Spidey weakly jokes before slums to the floor unconscious alongside Pyrrha.

Entering the room is the stoic Winter Solider, wearing a mask that protects him from the gas. "And who are you?" Salem confronts the mysterious assassin, curious about his intentions.

"Nothin' but a ghost. The Goblin King sends his regards." Bucky captures Spider-Man and Pyrrha, then vanishes into cloud of smoke. As the smoke clears, it's revealed he left behind another grenade that unleashes a powerful explosion, dispersing the apparition.

Meanwhile, Shadow and Chris heard the explosion after returning to the grand hall. "It came from the office!" Shadow realized, as the duo rush towards the office.

The military duo entered the office and quickly found the secret doorway Spidey mentioned earlier and runs into it. They quickly found the secret chamber was left on fire, burning away the remains of the Seer. Shadow notices the knockout grenade and Pyrrha's weapons on the floor and kneels down to investigate them.

Chris attempts to contact his missing allies through their comms, "Spider-Man! Nikos! Damn! The signal's jammed!"

"The Winter Solider was here." Shadow deduced, picking up the knockout grenade.

"Why did he kidnap them?" Redfield asked.

"Don't know, but we need to inform the others what happened." Shadow said, in which the commander agrees with a nod before they leave the premise.

BGM End


Aboard the Tricarrier…

"No update on our missing Headmasters?" A Mistral Councilman asks, while attending an emergency meeting alongside the other kingdoms' council as holograms to talk to Nick Fury and Ozpin from their homes.

"My best people are currently tracking their whereabouts. We'll have your people home by the end of the day." Fury assures the Council.

"General Ironwood seems to trust you, so I suppose we can do the same." Atlas Councilwoman, Camilla responded. "The safety of our kingdoms rest in your hands, Director Fury."

"Rest assure, councilwoman. We have everything under control." Fury swears as a promise.

BGM-Sonic Adventure 2 OST-Suitable Opponent

'Do you now, Fury?' Suddenly appearing on a monitor behind Fury and the Council is Madame Hydra of Hydra with her taunting smile. 'You have less control here than you do on Earth. No one can stand against us.' She proclaimed.

"Who is she?!" A Vale Councilman expresses his shock.

"Madame Hydra. Viper. What do you want?" Fury glares at the terrorist.

Viper smiles, 'It's good that you understand the situation, Fury. I'll keep it short. We have your missing Headmasters and have captured Spider-Man and Pyrrha Nikos. Our demands are simple and clear. Hold back your useless resistance and surrender your kingdoms to Hydra! Or else…'

"Or else?" Atlas Councilman Sleet questioned.

'Your kingdoms will cease to exist.' Viper proposed an ultimatum, which shocks the Council. 'We expect a reply within 12 hours.' She finished before ending the call.

"This is turning into quite an international crisis." A Mistral Councilman remarked. "Director Fury, what are your options? We are running out of time!"

"Luckily, that transmission was just what I needed to pinpoint their location." Fury reveals that he was secretly tracing the source of Viper's whereabouts during their little video chat. He walks towards a terminal to pinpoint Hydra's location, locating them on a lonely island. "Found them. Their location is an abandoned military base called Prison Island. It's not from this world." He contacts his team of heroes, "Captain America. I've located Hydra. Dispatch a team to their location immediately. Sending you their coordinates. Be ready for a trap. Fury out." He ordered, suspecting this mission could lead them to a trap.

BGM End


Prison Island

BGM-Shadow the Hedgehog OST-Prison Island

Using Chaos Control, Shadow warps himself and a team consisting of Captain America, Black Widow, Falcon, Chris Redfield, and Winter Schnee into the underground toxic ruins of Prison Island, which was brought to Remnant from Mobius thanks to the Incursions.

"This is Prison Island?" Winter questions her unfamiliar surroundings.

"Yes. A former G.U.N. base from my world that was destroyed by Dr. Eggman. This is where I was awakened from my 50-year capsulation." Shadow briefs his team on his personal history with GUN.

"This island was brought here by the Incursions. It's getting harder and harder to keep track of them." Widow remarked.

"Intruders! Do not allow them to interfere!" Suddenly, an army of Hydra agents charge towards the heroes with their weapons, immediately firing at them.

Captain America blocks their shots with his shield, lunging forward with his shield braced, knocking down enemies caught in his way. "No time to dilly-dally! We have hostages to save and a war to stop!" He hurls his shield, sending it ricocheting off the environment to bounce between enemies before it returns to his hand.

"On it, Cap!" Falcon hovers in the air, flying towards his grounded enemies, avoiding gunfire as his spreads his wings during a spinning dash. He swiftly launches enemies with an upward spiral, then hovers in place while shooting an array of bladed feathers from his wings to knock down more goons.

Nearby, Black Widow dodges bullets with frightening agility around the edge next to a river of toxic waste. She flips over their bullets and knocks down goons with her electric batons before delivering a powerful high spinning kick that knocks down a strong brawler in front of her. Winter fights around jail cells, searching for her missing general while swiftly slashing goons with her sword.

"I do not see General Ironwood or any hostage behind these jail cells." Winter informs the group.

Redfield shoots down several grunts with his handgun replying, "They must be imprisoned deeper in the island."

"Follow me! If Hydra's using this island as a staging ground to launch a strike at the kingdoms, I might have an idea where they're being held." Shadow blitzes goons with blinding Homing Attacks, clearing the pathway for the heroes to traverse deeper into the island.

BGM End

The heroes fight their way through the swarm of Hydra agents trying to stop them, but the heroes are too powerful as a team and effortlessly defeat them all. Shadow leads the group to a large chamber where he suspected the hostages are being held. It appears to be a missile silo, recently rebuilt by Hydra.

"Here it is." Shadow stated.

"A missile silo. And look who's attached to the missiles." Widow looks at four nuclear warheads with the Hydra symbol, with each missing headmasters attached to one while Spider-Man and Pyrrha share a missile together.

"It's the hostages. They're unconscious, but appear to be safe." Redfield remarked.

BGM-Marvel Ultimate Alliance 3 OST-Into the Fray

"For the few short moments they have left." Suddenly, Viper makes her presence known to the heroes as she appears in the room alongside Winter Solider and an army of Hydra agents behind them.

"Release Bucky and the hostages, Viper!" Captain America demanded.

"Not a chance. You don't want to see them hurt? Then we'll just have to complicate your rescue attempt." Viper holds out a gun and shoots it at the control terminal, destroying it and activating the warheads. All four missiles launch and spread out to the four corners of Remnant to cause havoc and destruction. "Each warhead is powered by ISO-8. Enough to destroy an entire city. In a few minutes, the kingdoms will be in disarray and remade in Hydra's image." She declared.

"Don't count on it. Others are being mobilized to stop them, while we stop you." Captain America stated, standing with his team as they arm themselves for battle.

"Then try and stop us." Viper grins, as Hydra is ready to kill the heroes.


Meanwhile in the sky…

The Hydra missiles are seen flying across the world with each one targeting a kingdom. Luckily, there are some heroes that are on the case to stop them. Iron Man leads a team consisting of War Machine by his side, Sonic piloting the Tornado 2 with Ruby in the passenger seat, and Tails piloting the Avengers Quinjet with Silver and Jaune inside the jet.

"Those are heavy payloads, headed for each kingdom. They're state of the art. We need to save the hostage then take down the thruster, then the detonator within a half-second. It's a two-person job." Iron Man informs the team of his plan.

"Let's show 'em how it's done." War Machine boosts alongside Iron Man towards the warhead carrying Ironwood.

Iron Man rips off the constraints that was attaching the unconscious general to the outer hull of the missile. "Mornin', Jimmy." He quips as the general slowly awakens.

"Stark…?" Ironwood weakly responded.

"Hold tight. It's time for your morning exercise." Stark grabs the general, bringing him to the Quinjet for rest before heading out. War Machine launches a missile from his mounted shoulder launcher, destroying a thruster and quickly allowing Iron Man to destroy the detonator, causing the missile to explode immediately after.

"That's how you get it done." War Machine quips after destroying a missile.

Meanwhile, Sonic pilots the Tornado closer to the missile carrying Spider-Man and Pyrrha. "Sure you got this, Rubes?" Sonic asks her, as she prepares to jump onto the missile.

"Just bring me down closer." She ordered.

Sonic does just that and descend the plane near the missile, allowing Ruby to jump and flail her arms as she nearly gets blown off. She quickly regains her balance and heads for her captured friends. "Spidey! Pyrrha! Wake up!" She slices off their restraints, which wakes up her friends.

"Ugh…Had the strangest dream…" Spidey wakes up, then quickly realizes they're riding atop a giant missile, "Why are we riding a missile?" He asks nonchalantly.

"No time to explain! Jump to the Tornado!" Ruby points to the biplane nearby.

Ruby uses her Semblance to jump to the wings of the plane, as Spidey holds onto Pyrrha before meeting with her afterwards. With his friends saved, Sonic shoots down the thruster before Ruby uses her sniper rifle to destroy the detonator, obliterating the second missile.

"That's two! How's it going with the others?" Sonic contacts his other allies.

"Just saved Theodore." Iron Man drops off the Shade Headmaster to Jaune's care inside the Quinjet, as the armored heroes destroy the third missile. "Silver's just about to rescue Lionheart." He replied.

"There we go!" Silver used his psychic powers to rip off Lionheart's restraints, then telekinetically carries the unconscious headmaster into the Quinjet, allowing Tails to shoot down the thruster and fire a rocket to immediately destroy the remaining detonator.

"Missiles are neutralized!" Tails informs the team.

"Let's take 'em to the Tricarrier and trust Cap's team can handle Hydra." Iron Man boosts forward, leading his team to the Tricarrier.

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Meanwhile at Atlas' Medical Facility…

A thin, elderly woman that goes by the name Fria sleeps peacefully in her isolated hospital room. Fria is the current Winter Maiden, and has been for a long time. Her health is deteriorating fast and is living her last days in a highly secured Atlas facility in order to ensure her power doesn't fall into the wrong hands.

Unaware to the Atlesian Knights guarding her room from outside, someone is breaking into the room by phasing through the wall completely undetected, remaining invisible as if they're a ghost. The invisible intruder stands beside Fria's bedroom, looking at her without making the faintest of sound. They take out a strange mystical artifact from their suit and points it at the woman, using it as a sort of energy stealing device that's absorbing all of her Maiden powers into it. Fria is left completely powerless as she coughs badly. The mysterious ghost leaves the premise, but not before disrupting the equipment that's keeping her alive by phasing through it, leaving Fria for dead with the Fall Maiden's powers.


Back at Prison Island…

BGM-Marvel Ultimate Alliance 3 OST-The Fight Rages On

Captain America's team is not holding anything back while they are fighting Hydra inside the missile silo. Most of the grunts were already down as Captain America blocks a crushing blow from Bucky's bionic arm with his shield, which emits a loud vibrating sound upon impact. "You fought off the enemy's control before, Bucky! Do it again!" Rogers tries to reason with his friend to fight off the Goblin Formula.

Bucky doesn't listen as he kicks Rogers in the stomach, knocking him onto the floor and unloads a hail of bullets from his machine gun. Rogers crouches while blocking the bullets with his shield before Bucky turns away, giving him a chance to leap from the ground and disarm him of his machine gun with a flipkick. Bucky fires at him target with his handgun, only for Rogers to block them and punch him right onto the face. Winter Solider takes his shield with his metal arm before punching Rogers away, throwing the shield at him, which he dodges and allows it to get pin to a wall. Bucky takes out his combat knife and clashes with Rogers' martial art skills. They prove to be evenly matched until Cap caught him off-guard with a spinning kick that smashes him to the wall.

"Fight back, Bucky! I know you can do it!" Rogers tries reasoning with him again.

As the Captain rushes towards him, Bucky secretly takes out a white Chaos Emerald that he found during his missions and uses it to boost his strength. He easily counters Steve's next attack and pummels on him for a bit before grabbing him by the throat with his metal arm, attempting to choke him to death. But then out of nowhere, Shadow kicks Bucky in the face, knocking him away from Captain America as he regains his breath.

"I can sense it. He has a Chaos Emerald in his possession to boost his strength. Taking him down won't be easy." Shadow noted.

Chris shows up with Cap's shield, handing it back to its rightful owner as the three soliders stand together against the Chaos Emerald-empowered Winter Solider. "Then let's not hold anything back." Cap declared, as the trio charges at Winter Solider.

Nearby, Viper has just powered up with green ISO-8 before entering close-quarters combat with Black Widow. "Heroes so love to prove themselves in single combat, no matter how pointless." The Hydra leader taunts the agent while deflecting most of her punches. They briefly lock elbows until Viper goes for a sweepkick, missing Natasha as she backflips over Winter, who immediately dashes forward with a sword slash. Viper dodges the attack with an acrobatic flip of her own, firing several shots at the specialist with her gun, which misses but distracted her long enough to get kicked backwards. Viper takes out her toxic whip and lashes it at Winter, who quickly leaps away from it thanks to her glyph.

"Careful of her toxins. They're as deadly as snake venom." Widow warns the specialist.

"Affirmative." Winter acknowledged.

Viper smirks, throwing a set of venomous darts at the women, forcing them to use their reflexes to avoid getting poisoned. "Can't poison what you can touch." Falcon flies in the sky, unleashing a rapidfire assault of bladed feathers down at Viper.

Madame Hydra flees from the feathers as she bounces off a wall towards Falcon in the sky, using her whip to latch onto his legs and brutally slam him onto the metal floor. "You are grounded, little birdie." She mocks him.

Suddenly, Viper found herself on the defensive against Widow's bullet barrage from her twin submachine guns. Viper dodges them all with several backflips, which leads her getting grabbed from behind by Winter's summoned Beowolf. "What is this?!" Viper remarks in surprise.

With a loud battle cry, Winter launches herself towards Viper with a powerful dash kick through her summon, shattering it in the process while knocking down Viper. Viper growls in anger, wiping the blood from her mouth as she stands against the trio of heroes.

Meanwhile, Captain America charge full speed at Winter Solider with his shield, barraging him with hits and knocks him backwards, who grinds his bionic arm on the floor to slow himself to a menacing halt. Bucky slams his bionic fist into the ground, knocking back Cap from the ensuing shockwave. He rolls onto the ground, picking up an assault rifle and fires a grenade at Cap, who blocks it with his shield but was blasted away by the explosion.

Shadow appears behind Bucky in the air using Chaos Control, firing a Chaos Spear directly at his bionic arm to disable it temporarily. Shadow delivers a brutal roundhouse kick onto Bucky's head, knocking him aside. Chris runs up, unloading his pistol at Bucky to force him to the defensive. The BSAA solider takes out his combat knife and clashes with the assassin, who does his best to hold him off until his bionic arm recovers. It does, just after Chris got in a few decent licks before he was brutally punched away.

Then, Bucky was struck in the head by a shield toss from Captain America. The shield bounces back towards the star-spangled hero, who immediately kicks it back to stun Bucky long enough to receive a quick flurry of punches before getting knocked into the air just as Cap grabs his shield and delivers a beautiful shield uppercut upwards. Cap lands with a dramatic crouching pose holding his shield, while Bucky crashes onto the floor and could barely stand on his two feet.

"Stand down, Bucky. It'll be over soon." Rogers tells his infected partner.

"It will." Bucky coldly proclaims, charging towards the Captain.

From behind, Shadow staggers him with a Spin Dash to the back, jumping over his head and fire a potent Chaos Spear that paralyzes Winter Solider. Redfield rushes in, grabbing Bucky from behind and struggles to pin him to the floor. But it was just enough for Captain America to inject the Anti-Goblin Serum into his throat, curing his best friend of the formula.

BGM End

"It's over." Steve states in relief, as the cured Bucky slumps onto the ground unconscious.

"You heard the Captain!" Falcon fires one more bladed feather at Viper, who flips away from it as the heroes regroup next to each other and stare at her. "Your soliders are down and your missiles are destroyed. Just received the report." Falcon informs her of the destruction of her missiles.

Viper scoffs while glaring at the heroes, "This mission didn't end in a total failure. We still received energy for the Seed, and thensome. In the end, the Cabal will emerge victorious and Hydra will reign supreme in the brave new world. You can't run from it forever." She said ominously to the heroes, twisting a ring on her finger that teleports her away from the island.


Later at the Tricarrier…

"Good work, team. Thanks to your efforts, the kingdoms can rest easy for a little while without worrying about a nuclear strike." Fury compliments the heroes who participated in today's mission against Hydra.

"What's the status on the headmasters?" Cap asked.

"They're in recovery. They'll wake up pretty soon." Fury answered.

"I apologize for causing everyone so much trouble. Wasn't in control of my actions." A cured Winter Solider apologizes for being Hydra's living weapon.

"It's alright, Buck. Glad you returned to the right side." Cap touches his friend's shoulder, happy that he's back to normal and joining the alliance.

"My body still feels pretty stiff after sleeping on a nuclear missile." Spidey jokes, straightening his back into shape. "And just when I was in the middle of a lovely chat with Salem." He jokingly revealed that tidbit.

"You talked to Salem?" Ozpin expresses his shock to the webslinger.

"Yeah. For some reason, Lionheart had a Grimm hidden in his office that allowed us to talk to her. Tried to convince her to help save the universe, but didn't get an answer because I fell asleep." Spidey quipped.

"Lionheart must've been secretly aligned with Salem, but we'll interrogate him later. I received urgent news while you were away on your missions. Fria, the Winter Maiden, had just died." Fury informs the heroes, much to their shock.

"Died? You mean she didn't pass away naturally?" Winter questioned.

"No. Someone infiltrated her room and stole her Maiden powers while sabotaging the equipment that was keeping her alive. I'm led to believe our recent debacle with Hydra was a distraction for the Cabal to steal her powers." Fury deduced.

"Now Goblin has the energies of two Maidens to fuel the Seed." Spidey remarked.

"Which means it's up to us protect the remaining two before they fall into enemy hands." Captain America declared, vowing to protect the remaining Maidens from their enemies.


Meanwhile aboard the Hellcarrier…

BGM-Shadow the Hedgehog OST-My Perfect Plan

The Goblin King stands ominously in his command center, staring throughout the window with his arms crossed behind his back. Then, phasing from beneath the floor is the ghost that stole the power of the Winter Maiden. He turns off his invisibility tech, revealing himself to be the freelance mercenary in a creepy white suit named Ghost, an adversary of Iron Man. He holds in his hand the mystical device given to him by Baron Mordo that allowed him to steal Fria's Maiden powers.

"I made good on my promise, Goblin. Here's your precious Maiden energy." Ghost replied.

"Well done, Ghost. I underestimated you." Goblin grinned.

"What the hell does that mean?" He responded.

"It means I thought you incapable of achieving your goal." Goblin mocks the mercenary.

"Whatever. I assume payment is being made in full?" Ghost questioned.

"Already taken care of." Goblin grins evilly.

"Then so long, Gobs." Ghost hands him the mystical device possessing the Winter Maiden's energy. A portal open to Earth as Ghost approaches it, "Don't call me and I won't call you." He said before vanishing with the portal.

"All the pieces are coming into place." Goblin said with an ominous grin, cackling manically as he is one step closer in achieving ultimate victory.

BGM End


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

KFX Here: Chris Redfield from the Resident Evil series and Winter Solider joins the alliance. I should confirm that just like in the Marvel vs. Capcom series, all Capcom characters exist in the same universe. So Frank West, Chris Redfield, Ryu, etc. They're all from the same dimension (which is now destroyed thanks to the Incursions). Don't think too hard how that works. Don't even ask me how it works. Ask Capcom. This is a video game franchise.

Note: Cinder and Team JNPR (exception of Pyrrha for obvious reasons) are wearing their Volume 4-6 outfits starting this chapter.

Next time: The Warrior, the Demon, and the Raven!

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

BGM End