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

Spider-Man: Look out! It's your friendly neighborhood Spider-Man! These symbiotes are everywhere. No matter how many we defeat, more are just hiding in the shadows. My new Symbiote-Sense is evening the odds a bit, tracking these things down. But if we want to stop this infection, we need to stop it at the source. Venom. This is your fault. I'm not delaying this anymore. I'm coming for you!

BGM end

Issue 10: Venom's Minions

Manhattan, New York City

BGM-Spider-Man 3 (Game) OST-The City #2

"Rouge! What is going on here?!" asked Shadow, grabbing the face of a Deranged Civilian that lunged at him.

While searching for the last Chaos Emerald in the city, Team Dark found themselves fighting an army of Hidden Symbiotes that are hungry for their brains. "How am I supposed to know what happens in this city?! I don't live in this dimension!" Rouge retorts, delivering a side kick to a symbiote.

"But you WERE for a day! Why are the civilians of New York acting deranged?" Shadow asks, grabbing the arm of an infected and throwing them aside.

"Not sure." Rouge flies away from a group of symbiotes, then descends to scatter them with a spinning kick, "Things have been WEIRD since Kingpin got his hands on the Chaos Emerald. But he was using it to build a tech army. Not zombies!" She says while narrowly dodging a claw swipe.

A symbiote lunges at Omega, who remains unfazed as he effortlessly grabs the deranged by its neck. "Scanning…" He scans the deranged for answers, "Scan complete. Human has been infected with a symbiotic life form of unknown alien origin."

"Symbiotic? You mean like that symbiote I saw Spider-Man wearing earlier?" Rouge questions while kicking away the remaining symbiotes.

BGM End

Shadow turns to the bat, "Spider-Man?"

"Kid's been wearing a stylish Black Suit lately. He's been acting a little aggressive, kinda reminded me of you." Rouge quips to the unamused hedgehog, "Except I don't remember a time you threw people off of rooftops. The police are after him because of that."

"It's because they don't understand the full story. Obviously, something has infected the people of this city and it seems to be spreading. Spider-Man was defending himself against these creatures." Shadow deduced, crossing his arms.

"It's not our business, right? We're on a mission to find the last Chaos Emerald." Rouge reminded unsurely.

"But what if the Chaos Emerald is being used to spread this infection?" Shadow questioned, "That creature that worked with me against Goblin. Venom. He was bonded to this symbiote. There was always something about him that I didn't trust. That felt…familiar." He reminisces about one of his creators, Black Doom.

Shadow walks away from his team, prompting an annoyed Rouge to ask, "Where are you going off alone THIS time?"

"I must investigate the source of this infection, which requires me to find Spider-Man or Venom. You and Omega stay alert. Keep an eye for the Emerald while containing this outbreak. Don't trust anyone until you are certain they weren't infected." Shadow orders his teammates, glancing at them for a moment before running off on his own.

Meanwhile with Spider-Man…

BGM-Spider-Man: Web of Shadows OST-Act 2 City 3

"Good job, team. Took out enough of those creeps to give us a chance," said Wolverine, meeting with Spider-Man and the Branwen Twins on an empty rooftop café.

"Thanks, but I have a bad feeling that this is going to get worse before it gets better." Qrow replied.

"If we don't stop this, the city will fall into chaos." Wolverine proclaimed.

"I'm pretty sure we achieved chaos quite a while ago." Spidey quipped.

Wolverine growls, "How about a little less joking and a little more fighting."

"Okay, okay. Look. We have to find the source of these 'people'. I have a feeling Venom is behind this. I suggest we split up and look for him. He's out there hiding in the dark somewhere." Spidey suggested.

"You're the Venom expert. Where should we start looking?" Qrow asks the kid hero.

Spidey looks at the Branwen Twins, "You investigate the pier. Raven, fly around downtown and keep an eye for anything or anyone meaner-looking than you." He turns to Logan, "Logan, check the sewers. Super Hero 101: Bad guys love to lurk in sewers. And contact the New Avengers and keep them updated on the situation. We're gonna need the whole gang to contain this outbreak before SHIELD gets involved."

"Good thinking. Where will you investigate?" Wolverine asks his teammate.

"Eddie's apartment. It's always a good idea to keep track of where your arch-villains live." Spidey replied.

Qrow smiles with a nod, "Smart, kid. We should get moving right away."

"I should move back to Remnant. This isn't my world. Why should I care what happens to this one?" Raven respond while sitting on a plastic chair.

"Because you care for your daughter's safety," quips Spidey, causing the tribeswoman to scoff, "And you've taken quite a likening to me." He teased.

"Don't flatter yourself, kid." Raven quips with a glare. "The second things go south, I'm outta here."

BGM End

BGM-Spider-Man 3 (Game) OST-The City #1

"Like me right now." Spidey launches a webline and zips away from the café, spinning out another webline to swing on.

Spidey switches to his Black Suit and uses his Symbiote-Sense to detect for any sign of Venom. He senses hundreds of his minions either hiding in the shadows or in plain sight, but nothing that senses exactly like Venom. During his swing, he receives a call from Blake, "It's from Blake. Answer!"

'Peter! Are you okay?' Blake asked.

"I'm fine. What's up?" Spidey replied.

'I want to apologize about earlier. You were right. Something is DEFINETELY wrong with the people of New York. Yang and I just stopped a riot of deranged civilians, and more keep on popping up. This isn't normal. I can tell. What is going on?' Blake questioned.

"I'm looking into it, but I have a hunch Venom is involved somehow. It just doesn't make sense. Since when was Venom able to clone his symbiote? This isn't like the time he was kidnapped by MODOK. This is different. He's doing this on his own. I can FEEL it. The guy inside the Venom suit, Eddie Brock. HE had some questions to answer…" Spidey said ominously. Suddenly, he senses something, "Hold up. Symbiote-Sense is tingling!"

'SYMBIOTE-Sense? Are you using the Black Suit again?!' Blake retorted sternly.

"ONLY to track down other symbiotes. And I think I found some of importance. I'll call you back. Watch yourself!" Spidey hangs up the call.

BGM End

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

As Spidey switches to his Red Suit, he lands behind a woman walking along a sidewalk. He stares at her, sensing something is wrong near her. As the woman walk past a back alley, a tendril suddenly grabs her. "HELP ME!" She shouted as she's pulled into the back alley.

"What was-?!" Peter rushes to the entrance leading into the back alley and was shocked to find Venom surrounded by his infected human pets, "No, I think I found…Venom. What is he…?" He watches the symbiote menace jumping away after his children walked away.

Spidey leaps into the back alley and finds no one. But he does hear a familiar monstrous, and distorted laugh from above, "MWAHA HA HA HA HA HA!" Venom laughs from a rooftop, gaining his mortal foe's attention, "I don't recall inviting you, Parker."

Spidey crouches into a defensive stance, "What are you doing to these people?!"

"Don't you believe in adoption, Parker? After all, you're the mommy. Kids…" Venom quips, as hidden symbiotes notice and creepily approach Spider-Man, "Come meet Parker. Show Parker how much we love him." He ordered before leaping away from the area.

BGM End

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

"GRAAAAAH!" A symbiote lunges a claw at Spider-Man, who blocks the attack with a web shield, countering with a web blast that pins the creature onto a wall.

"They may be disguised as humans, but I gotta make sure to not hurt their hosts too badly." Spidey muttered.

Two symbiotes rapidly slash at Spider-Man as he continuously dodges their attacks. He delivers a quick counter attack, knocking them away as more aliens rush at him. "Time out, kids!" Spidey leaps into the air, spinning a mighty ball of webbing that he smashes onto the creatures, incapacitating them.

BGM End

Thinking it was over, Spidey lets his guard down as the symbiote he webbed onto the wall frees itself. The alien lunges at his back for the kill, but as Peter is about to turn around, someone kills the creature with a slash of a fiery glass sword, just in time to save Peter.

"Huh?" Spidey faces his savior, who happens to be none other than Cinder Fall.

"Long time no see, Spider-Man." Cinder grins at her arch-rival.

Spidey lightly gasps in shock, "Cinder!" He scowls underneath his mask, "Should've known YOU were behind this!"

"Is that any way to say thank you for saving your life?" Cinder quipped.

"Saving my life? It's because of your boyfriend is the reason why the whole city is in chaos!" Spidey retorted angrily.

"We're not dating." Cinder said stoically.

"But you ARE working with Brock! Admit it!" Peter points an accusing finger at her, "This 'symbiote invasion' is because of you two!"

Cinder casually shrugs, "Possibly."

"What were you THINKING?!" Spidey angrily grabs the criminal and lifts her to the air. "How can you be so STUPID?!" He shakes her, then smashes and pins her onto a wall, "This isn't a game, Cinder! NO ONE can control the symbiotes! They'll destroy EVERYTHING in their path unless I can stop them!"

Cinder grunts while struggling to break free from his immense strength, "Get…OFF!" She manages to kick him in the chest, knocking him away and freeing herself. "I don't have time to explain myself to you, Parker! Just know we're on the same side against Venom, and I NEED your assistance!"

"Why should I trust you?! Don't you have enough lackeys wasting their time working with an ungrateful lowlife?!" Spidey retorted.

"Venom KILLED them!" Cinder shouted angrily.

Spidey gasps while taken aback, "What? You mean Mercury and Emerald? That doesn't sound like Brock at all. From what I saw, you all seemed like good friends."

Cinder crosses her arms, "That's a loose term. Brock has lost control of his symbiote and has learned to reproduce at an accelerated rate. If we don't stop him now, I guarantee things will get much worse for you, and your friends on Remnant and Mobius."

Spidey narrows his gaze at Cinder and calmly asks, "What did you do?"

"If I recall, Brock got his symbiote from YOU." Cinder glares back at him. "So, are you going to help me clean up OUR mess or are you gonna continue pestering me with questions? Because I have an idea where he's hiding."

"Fine. We'll team up on this, but you better not lead me to a trap. My symbiote and I are already pissed off." Spidey walks up to Cinder while switching to his Black Suit, glaring up close and personal at her, "If you do anything else that'll tick me off, then you better HIDE in a universe where I can't find you." He coldly threatens her.

Cinder was slightly intimidated by his cold threat but she immediately shrugs it off and turns away with scoff. "Keep your parasites to someone who take your threats seriously. We're wasting time." She runs ahead, as Peter switches to his Red Suit and follows her while shaking his head in regret of this decision.

BGM-Spider-Man: Web of Shadows OST-Symbiote City 5

The uncanny duo of Spider-Man and Cinder rush towards a back alley, where Venom is supposedly hiding. Upon arriving, the duo was both shocked and disgusted at the sight of his symbiotic hive. Symbiotes surround a Symbiote Pod and are seen bowing to it like it's their god, while the creepy Venom can be heard saying, "Here we are…Here we are…Here we are…Here we are…"

"Gross." Spidey expressed at the sight of the alien pod, while Cinder is visibly disturbed by the thing.

"Cinder. And…Parker." Venom unveils himself near his enemies while a little shocked to see them working together, "You took away part of us, but that just made us stronger. We should grow…"

"Eddie. That's…That's not right." Spidey retorted.

Venom shakes his head, "Eddie? We. Don't. Listen. To Eddie."

BGM End

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

Suddenly, the duo found themselves surrounded by the growling symbiotes. "Did you make this, Eddie? Does your doctor know?" Peter quipped. As the symbiotes lunge at the heroes, Cinder rolls away as Spidey uses his Rising-Web to scatter them.

"Less talking, more trying not to die!" Cinder creates a pair of fiery glass swords and wields them swiftly against the incoming symbiotes, destroying each of them with a few slashes, "Destroy the pod! They absorb people and spit them out as symbiotes!"

Spidey grunts while webbing the pod, "Disgusting! What IS this stuff?" He goes in for a Web-Strike, but was intercepted by Venom. The symbiote menace lunged at Spider-Man, grabbing his head and smashing it onto a wall.

"What's the matter, Parker? Too afraid to use your Black Suit again?" Venom taunted, fiercely pinning his nemesis onto the wall.

"Didn't know you were in a hurry to get pummeled." Spidey shoots Aura Webbing at Venom's eyes, blinding him as he roars furiously. Spidey punches him away, freeing himself as he jumps away from his foe, "I've always beaten you WITHOUT the Black Suit, and I've gotten a little stronger since last time." He springs into a brutal combo of kicks and punches onto Venom, slowly pushing him back.

But by activating his camouflage, Venom escapes his brutal combo and leaves Spidey confused, "What a shame. If you continued using the Black Suit, you might've been able to pull off this nifty trick." As Venom unveils himself at Peter's blindspot, he transforms his arm into a tentacle-lined energy cannon. He fires a massive beam of mystical energy that smashes Spider-Man into a building.

Spidey coughs and grunts as he was not expecting that blast at all. His Aura flickers as he weakly stands up from the rubble, "Since when…did you have an arm cannon?"

"When we stopped being afraid of unlocking our full potential." Venom grabs his foe with webbing and yanks him towards him. Quickly, Peter unsheathe his stingers and cuts through the webbing to free himself as he leaps over Venom's head, then uses the speed and momentum of his Web Strike to deliver a powerful punch that knocks him away.

As Venom recovers on his feet, he gets hits multiple times by Spidey's web bullets. He turns into liquid and moves away from his attack until he was safe to reemerge in his normal form, then lashes his tendrils to smack the spider away. Suddenly, the symbiote villain gets stabbed by multiple flaming arrows to his back. He turns around and confronts Cinder, who hurt him with her bow. "Cinder. Your betrayal was unexpected, but not as much as aligning yourself with our mortal enemy." He said.

"I have my reasons!" Cinder retorted. Venom roars and lunges at her with a sharp tendril, but she narrowly slides under his legs, slashing them to force him down on his knees. Just as he recovers, he gets smashed onto a wall by Spidey's swing kick. "Guess I'll be the one to destroy the pod." She scowled.

"You do that! I'll try not to have my brains eaten!" Spidey quips while fending off Venom.

Cinder slices through the symbiotes in her path to the pod, which nearly smacks her with a tendril sprouting deep from its mouth. "I still don't understand what this thing is. A houseplant from hell? I'll send it back!" She launches a fire arrow at the root of the pod, burning the pod.

Meanwhile, Spidey dodges his nemesis's tendrils and arm cannons to the best of his ability. Once he found an opening, he quickly punches him before hitting him with a tornado attack, then follows up with a double punch then a devastating uppercut, "YOU'RE OUTTA HERE!"

Venom crashes to the ground on his back. He slowly stands on his feet and roars, "GRAAAAH!"

As Spidey and Cinder confront him for another round of fisticuffs, they suddenly hear a strange, yet eerily familiar voice saying, "That's ENOUGH! I will not allow you to act on your own any further!"

BGM End

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

Everyone stopped what they're doing when a dark portal opens next to Venom. Walking out of the portal is Salem, shocking both Spidey and Cinder. "You're…Salem. And…bonded with a symbiote?" Spidey muttered, shocked and horrified that Remnant's worse enemy has shown herself on his world and bonded with a symbiote.

Salem smirks at Spider-Man, then looks at Venom, "I thought we discussed this. I want to talk with Spider-Man before you play with him."

"Talk?" Spidey muttered.

Salem turn to stare at Cinder, "Cinder. I have heard of your betrayal, and what you have stolen what is rightfully ours to nurture. Disappointing. But, I am giving you this one, and ONLY, chance to apologize for your actions and return to us with what you stole."

Cinder grunts. She stands hesitant to return to her master. Her mentor who promised her ultimate power in exchange for total obedience. She knew betraying Salem would mean being hunted by her forces until her death. She looks down at the ground to think over her decision for another moment, and nearly takes a step forward if a voice didn't tell her to stop.

"NO! Don't listen to her!" Spidey shouts at her. "That's NOT Salem! She's been taken over by a symbiote! Besides, she's only been using you as a pawn!"

"Oh? You think I have been taken over by the symbiote, Peter Parker?" Salem asked calmly.

"I don't think, I KNOW, absolutely!" Spidey retorted. "No one can control the symbiotes! NO ONE! They just don't want to bond with you, they take over! Makes you do what THEY want! You've got to separate from it!"

Salem grins, "Separate? Control? There is no need to control them. We are working as one. It is a new world. Humanity needs to be saved from themselves. I have lived for many millennia and have noticed, time and time again, that the humans' greed, thirst for power and affinity for betrayal is leading them to ruin. The best way to protect these foolish humans is with the perfect order of despair and lead it to true prosperity."

"Spare me the propaganda!" Spidey retorted. "Why are you on my world anyway?"

"You haven't noticed I have taken residence on Earth for months, since the Goblin War? No, of course you haven't. You have been too busy stopping petty crimes and cracking childish jokes to notice I have been keeping an eye on you." Salem mocked.

"Didn't know you were such a fan, Salem. Were you too shy to ask for my autograph?" Spidey quipped.

"I have come to ask something ELSE of you. Allow me to opportunity to TEST your capabilities." Salem said ominously.

BGM End

BGM-Spider-Man 3 (Game) OST-Lizard Tension (Part 1)

Salem surrounds herself in a column of energy that raises her slightly upward before vanishing from sight. "Catch us if you can, Parker." Venom sprout wings from his back and flies away from the back alley.

"Are you kidding me?! Venom can FLY now?!" A shocked Spidey looks at Cinder.

"Stop gawking!" An annoyed Cinder shoots fire out of her hands to propel herself upward onto a rooftop, then hurries to give chase to Venom and Salem. Spidey shakes his head and swings after her.

The uncanny duo found Venom flying at high speed over the streets of the city, but no sign of Salem. Nonetheless, they chase Venom into an alleyway. The symbiote menace lands next to a surprised civilian, quickly devouring him and spitting him out as a Symbiote Snatcher. "Oh my god…Without remorse either." Spidey berates his foe for transforming an innocent man into his newest minion.

"I hope this causes you as much pain as you've caused me." Venom said coldly, watching his new child fighting his enemies.

Cinder quickly avoids the lunge of the Snatcher, allowing Spidey to web-throw it onto a wall. Suddenly, a massive mystical beam hits Spider-Man from behind, sending him flying across the neighborhood. "SPIDER-MAN!" Cinder shouted. She thinks about helping Spidey, but notice Venom retreating to turn more innocents into symbiotes. She gives chase to Venom, while hoping Spider-Man can handle himself for now.

Meanwhile with Spider-Man, he found himself lying on his back atop a rooftop. He groans, slowly standing up as he doesn't sense Salem appearing behind him. "What is the matter, Peter? Spider-Sense didn't tingle?" She taunted, surprising him.

"Just tired running into you symbiote freaks all day." quips Spidey, firing webbing that was swiftly dodged by Salem.

"Then why not use the Black Suit to make things easier on yourself?" asked Salem, firing mystic bolts that were easily avoided by Spider-Man.

"'Cause the last time I left it on the driver's seat, it left me exhausted each morning." Spidey uses his web to swoop in onto Salem and deliver a flurry of powerful punches. But he was quick to notice his attacks weren't flinching her at all, as she had surrounded herself with a mystical aura to prevent damage, "Why isn't punching you working?"

Suddenly, Salem grabs him by the throat and lifts him up with incredible strength, "Because you lack the power to overcome my magic." She hurls him across rooftops until he hits a ventilation duct. As he slowly recovers, Salem hovers ominously over him, "The Amazing Spider-Man. Ozpin's prized pupil. Hero across time and space. Huntsman of the Great Web. Receptacle of The Other."

"Any reason why you're reminding me how special I am?" Spidey quipped.

"'With great power comes great responsibility.' Is that not your motto?" Salem asked.

Spidey glares at her, "How do you-?"

"I have been watching you, remember…" Salem descends in front of him, "A responsible hero with so much power. And yet, the people of this city still despises you. Did they not brand you a criminal not too long ago?"

"Because of you and your symbiotes tearing up my reputation!" Spidey retorts while standing on his feet.

"But this wasn't the first time your reputation was so EASILY ruined." Salem respond while Peter quietly listens, "A simple trick, and all fingers point at you. You have saved this city countless times, but you never gain the appreciation you deserve. No respect. No love. All alone in a never-ending war. I have noticed the two of us are so alike."

"I am NOTHING like you! You are just a criminal that has been terrorizing Remnant for centuries!" Spidey leaps towards her, but Salem vanishes before he could land a strike. She quickly reappears at his side and blasts him onto another rooftop.

"And YOU are just a vigilante that is equally unwanted!" Salem retorts as she approaches him, "You and I, Peter, we have BOTH suffered tragedies in our lives. We have both lost a father. The love of our life. The respect of the people through kindness. But in their place, we have gained powers from an accident. Beyond mortal men. We never chose this life, but here we are. To put that power to good use. Let me ask you something. How much do you really know about 'Ozpin'? How much can you trust him?"

Spidey growls in rage, unknowingly putting on his Black Suit, "…Just who do you think you are?" He leaps at her with a powerful punch, which was easily grabbed by a single hand of the witch.

"A kindred spirit." Salem says, blasting him away from that palm. The blast was so powerful that it caused Spidey to crash into a building, that immediately collapses on top of him. "No one has taught you the true use of power. Not Ozpin, or the Avengers. Without power, you CAN'T protect those close to you, like how you failed Harry Osborn. Gwen Stacy. Your Uncle Ben." She taunted, knowingly enraging him, "I am not the only one who knows everything about you. Eddie Brock, the man you betrayed and ONCE considered a brother, knows about you. What is to stop him, or me, from going after Mary Jane Watson and May Parker…?"

BGM End

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

Salem looks down and notice the massive rubble slowly rumbling from underneath, as it sounds like Spider-Man is struggling to break free. "Leave. My family. ALONE!" With a loud shout and a furious flex, Symbiote Spidey frees himself from the rubble while enveloped in a dark red mystical aura, fueled by thoughts of rage and vengeance.

Salem smiles at his new Rage Mode, 'This is more than I hoped…He has unlocked a portion of the magic I had infused into the Grimm-Symbiote. A power fueled by his rage.' She said in her thoughts.

"SALEM!" With a furious battle cry, Symbiote Spidey leaps from the ground towards the rooftop where Salem stand, at ferocious speeds that surprises even her. He delivers a single furiously devastating punch to her face, shattering her mystical aura into nothing as she is sent flying across the neighborhood. He zips up over her and down behind to double kick her up into the air. Then, the enraged superhero swings up into the air around her and delivers a powerful hook kicks, knocking her many meters away through buildings.

Meanwhile with Cinder, she chased Venom to another hive at a back alley. She hides behind a corner, watching Venom and his symbiote minions as one of his Snatchers drags a human into the hive and throws him into a Pod, spitting them out as a new symbiote. Venom sensed Cinder nearby and turns to confront her with a creepy laugh, "KAHAHA HA HA HA HA! We can sense it! Parker is one step closer abandoning himself."

"What do you mean, Eddie?!" asked Cinder, jumping away from his children.

"There is NO Eddie Brock! ONLY VENOM!" Venom casts a massive web that catches Cinder, then pummels her with a series of ferocious attacks that is followed up with a Venom Fang that slams her to the ground.

Left dazed on the ground, Cinder was latched from behind by a Pod's tendril and dragged towards it. She struggles to break free from her restraints, until a mysterious red tendril sprouts from her back and cleaves the tendril that was dragging her before retracting. "What…?" She comments in confusion.

"Toxin protected you. They grow up so fast." Venom quipped. "Return to the Hive, Cinder. Eddie misses you." He goads her.

"Fat chance! I promised Eddie to DESTROY you if he lost control!" Cinder retorts angrily.

"That explains your betrayal. How annoyingly surprising you kept that promise. No wonder you have a special place in his heart." Venom taunts her with Brock's feelings about her.

Venom extends his fist at Cinder, who narrowly dodges it while whipping out her dual blades. She slices off his arm, stunning him as she dashes at him. She relentlessly slashes him, swiftly ducking under a tendril whip and bounce off his chest into the air. She then combines her blades into a bow, launching three fire arrows at him that explode upon impact.

Cinder stares at the massive smoke left behind from the explosion, wondering if she killed Venom. While pondering on that thought, symbiotes rampage towards her. As she quickly kills them with her blades, the roaring and terrifying giant maw of Venom leaps out of the smoke towards Cinder. As she stares in shock of her immediate death, Venom got intercepted by a punched Salem, knocking them both into a wall.

Symbiote Spider-Man lands next to Cinder while still emitting his dark red aura. "You're looking a little different." Cinder quips dryly, taking note of his Rage Mode.

"That's because I'm angry. Be grateful it's not at you." Spidey replied coldly.

Salem stands on her feet, looking a little battered from the punishment she had endured from Spider-Man after unlocking his Rage Mode. With a scowl on her face, she fires a barrage of mystic bolts at the webslinger. "You ain't touching me!" Spidey mocks while easily dodging her attacks as he approaches her, "But now I can touch YOU, and do some REAL damage!" The enraged wallcrawler performs his Maximum Spider technique, delivering several flying kicks through Salem, ensnaring her in a series of webs. While Venom and Cinder clash, Spidey unsheathes an aura stinger as he finishes his combo with one final, powerful stab through her chest, sending her crashing down.

Enraged herself while impaled to the ground by his stinger, Salem unleashes a powerful burst of tendrils to knock back Spider-Man. She painfully stands on her feet while covering her chest wound that slowly heals itself. She pants briefly, 'Those stingers…His nature as a Spider-Totem is why this pain resides.' She said strangely.

"Had enough?" Spidey coldly taunts her.

"Not quite yet…" Salem scowled.

Still blinded by his own rage, Spidey leaps at her, which is exactly what she wanted. Salem traps him in a sphere of dark energy, immobilizing him for a special attack. She summons a symbiotic staff to wield as she ascends into the air. She throws her staff near the restrained web warrior, as a large red area appears beneath him. Salem draws her symbol in it and a huge sphere covers the entire area with Spider-Man inside it. After a moment, the sphere compresses itself and ultimately explodes, giving Spider-Man a huge impact and sending him flying onto a wall.

BGM End

That mystical attack had so much power that it knocked Spider-Man out of his Rage Mode as he falls unconscious. As he does, Cinder kicked Venom across from him, as Salem descends next to her commander.

BGM-Shadow the Hedgehog OST-Foolish Humans

Salem chuckles at the unconscious Spider-Man, "Magnificent, Spider-Man! And to think you've been classified as a joke in the superhero community!"

Slowly, Symbiote Spidey awakens onto his feet, "That power…What was that…?" He questioned his Rage Mode.

"That was the power I helped you unlock. I was once told you possess limitless potential AND limitless danger, and I can see he was right." Salem said, referring to Norman Osborn. "Do not lie to me. You ENJOYED it. The power of the Black Suit!"

"Hmm…" Spidey muttered.

"With that power, you can achieve anything. Respect. Love. The safety of your family. I've also come to see you as family, like a son to me. Together, we can unlock the TRUE meaning of 'great power'." Salem said, goading Spider-Man to fall under the complete influence of the Black Suit and gain his loyalty.

BGM End

Spidey closes his eyes, pondering his next decision as the symbiote is one step closer corrupting his mind. Before coming to a decision, he hears a voice shouting, "HOLD IT!"

BGM-Sonic Runners OST-All Hail Shadow (Instrumental)

Interrupting the conversation is none other than Shadow the Hedgehog as he jumps down in front of Spider-Man and Cinder, surprising everyone with his sudden presence. "Shadow?!" Spidey reacted.

"SPIDEY! There you are!" Suddenly, fellow New Avenger Captain Marvel announces her presence as she lands next to him, with Doctor Strange and Blake by her side.

"The New Avengers?" Cinder questioned.

"Wolverine called. Told us what's been going on in the city. 'Course, he never mentioned the detail about Salem being involved." Captain Marvel glares at the outworldly witch.

"Are you okay?" asks Blake, sincerely looking at Peter.

Spidey switches to his Red Suit, "I'm fine."

"I knew for months something has upsetted the mystical balance of this reality with their presence. Now I know it has been YOU, Salem, that has taken refuge in this world." Doctor Strange confronted her.

"So you and Venom are the source of this infection." Shadow crosses his arms.

Salem scoffs with a scowl, "This is an unforeseen result, but it does not matter."

"Why does the scent of that black hedgehog smell like kin? Like he was a part of a former alien hive-mind." Venom whispers to Salem, sensing that Shadow is part-alien.

"Really? That is worth investigating." Salem mutters, staring back at her enemies, "You cannot stop what has already begun. This 'infection' has already taken half of your city, and it will continue to spread. Adieu. Until we meet again."

As Salem teleports herself away from the back alley, Venom manifest his wings and takes to the skies. He looks down at his adversaries for a moment, "MWAHA HA HA HA!" leaving behind an ominous laugh before flying away.

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"Since when could Venom FLY?" Captain Marvel questioned.

"I dunno either." Spidey quipped.

"The symbiote must be evolving." Shadow deduced.

Cinder scoffs, "You have no idea."

"Spidey, have anything you can share with us that can help stop this outbreak?" Carol asks him.

"Let's assemble the rest of the team and talk about this at Avengers Mansion." Spidey said, then looks at Cinder, "You're coming too, and you BETTER give us the answers we need to stop this outbreak!"

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KFX Here: The main characters of this story (Spider-Man, Cinder, and Shadow) are finally together to take down Salem and Venom. What plan does Salem have for Spider-Man? It's basically the same plan Emperor Palpatine had for Anakin Skywalker (for you Star Wars fans), trying to goad Spider-Man into the dark side, and it's slowly working.

Next Time: New Avengers assemble! Invading the Symbiote Hive!

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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