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

Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Somehow, I found myself working together with Cinder Fall to take down Venom, who found himself working together with Salem to take over the world. She bonded to a symbiote and nearly beat me to a pulp, if Shadow and a few Avenger friends didn't come to my rescue and force her and Venom on the retreat. What was that magic rage power I unlocked while fighting her? Felt good. Great! But, I can't let it seduce me to join the dark side.

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Issue 11: Symbiotic Darkness

Avengers Mansion, New York City

BGM-Sonic Adventure 2 OST-The Base

'I had no idea how many of those pods Venom and Salem had made, or how they did it. Strange believes Salem had learned "Symbiomancy" when she bonded to a symbiote. Regardless, I knew I had to stop them from pulling any more people into them, which required assembling the New Avengers and a few other friends at Avengers Mansion. Not a lot of people were happy about Salem taking a working vacation on Earth.' Spidey narrated.

"Salem has been HERE?! For MONTHS?! And bonded to a SYMBIOTE?!" Qrow frantically shouted at Avengers Mansion's living room.

Upon learning of Venom and Salem's alliance, an emergency meeting was called at the Avengers' base to discuss their next plan. The New Avengers were the first to be assembled, such as Spider-Man, Wolverine, Captain Marvel, Jessica Jones, Iron Fist, Doctor Strange, The Thing, Mockingbird, Daredevil, and their leader, Luke Cage. Friends of the team were also invited such as Moon Knight, Qrow and Raven Branwen, Black Cat, Shadow, Yang, Blake, and Cinder, as they join together to chat about the plan to defeat the symbiotic alliance.

Spider-Man hangs upside down on his webline from the ceiling as he quips to Qrow's frantic questions, "Yes. Yes. And terrifyingly yes."

Qrow exasperates with a facepalm, "That explains a LOT. No wonder I've been running into dead ends. She's been scheming in another dimension."

"What IS Salem's scheme?" Daredevil questioned.

"Obviously wanting to conquer the world using symbiotes." Captain Marvel quipped. "For those of you not OF this dimension, let me make it brief. Symbiotes are like world-conquering alien vampires. They're addicted and FEED on strong emotions. They have conquered HUNDREDS of worlds in the galaxy, enslaving hosts until they are drained of all life. A universal pain in the ass."

"Not so different from the Black Arms." Shadow comments with his arms crossed.

"Yeesh, and I thought Grimm were annoying. At least they're easier to punch." Yang quips while scratching her hair.

"And it's precisely because of the symbiote's power is why Salem was so interested in Venom." Cinder proclaims while sitting on a couch.

Luke sternly points at Cinder, "Start talking, lady! We're on the edge of an alien zombie apocalypse because of you and your boss, so spill everything!"

"Start by telling us WHY Salem is taking a vacation on our world? What, she couldn't afford going to an amusement park in Remnant." Spidey quipped.

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BGM-Sonic Riders: Zero Gravity OST-Mystery of the Meteorite

"Couldn't go to any amusement park with all of Remnant now aware of her existence." Cinder retorts dryly as she explains, "After the devastating war against Goblin, Salem's power was diminished a great deal. Her forces were largely destroyed, and with the Relics lost, she was no closer conquering Remnant. So with the use of ISO-8, she step up shop in THIS world. Spent the last few weeks researching her new surroundings, harvesting ISO-8, and tasking me to spy on Venom."

"Why Venom?" Shadow questioned.

Cinder says, "She noted the similarities between symbiotes and Grimm when he fought in the war, and was left highly impressed with his immense power. She wanted me to study his abilities before recruiting him as her most powerful enforcer. When that day came, she infused his symbiote with her magic and the essence of the Grimm, creating a new…Grimm-Symbiote."

"Creative." Spidey said sarcastically.

"Shut up and listen! Your involvement in this next part is the reason why we're in this mess." Cinder retorts with a scowl.

"What did I do?" Spidey asked.

Cinder retorts, "You're Patient Zero! Your recent battle against Venom somehow awakened his ability to copy his symbiote, which is how you gained your Black Suit. Salem never expected him to learn that ability. At least not so soon. But she was quick to take advantage of it, willingly bonding with a clone of his symbiote and began using Venom and his 'hives' to infect the citizens of New York."

Spidey switches to his Black Suit and looks at himself, "Are you saying I'm bonded to Venom and Salem's BABY?! A…magic Grimm-Symbiote?! I feel like throwing up!" He quipped frantically before switching back to his Red Suit.

"But why would Venom agree to work with Salem? He knows she's evil. I heard he's a good guy, or at least trying to be one." Blake commented.

"Brock claimed he had trouble controlling his symbiote, giving into its bloodlust. He willingly accepted my offer to approach Salem for help. I imagine while modifying his symbiote, she also used her magic to control him in case of disobedience. But, if what Spider-Man claims is true, then it is Salem that is being controlled by the symbiotes, alongside Brock." Cinder replied.

"She underestimated the symbiote's strong will and her magic must have backfired." Strange believed.

"And what about Remnant and Mobius? You said she had plans for them." Spidey said to Cinder.

"All I know is that she plans to weaken their respective military when the 'time is right'. She didn't disclose any details." Cinder answered truthfully.

"She must be planning to invade each world after conquering this one." Shadow guessed.

"An interdimensional alien invasion? That's new." Captain Marvel quipped.

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BGM-Marvel Ultimate Alliance 3 OST-Earth's Mightiest Tower

Qrow approaches Cinder and glares angrily at her face, "What did you DO?! You've DOOMED US ALL!"

"Point fingers at Spider-Man, not me! HE'S the one who brought the original symbiote to this planet!" Cinder scowls as she stands to confront the huntsman, deflecting blame to Peter.

"It's not like I KNEW it was a living costume that tried to kill me!" Spidey argued.

Thing gets in the middle of Qrow and Cinder and pushes them apart, "Whoa there! Instead of arguin' with each other, let's work together to STOP this infection, eh!"

"And how are we gonna do that? Salem has infected half the city!" Qrow retorted.

"By destroying the core to the hive mind. We must find, and DESTROY, Venom and Salem." Shadow answered stoically.

Raven scoffs while leaning on the wall, "You make it sound like it'll be easy."

"I've done it before to a similar alien race with my own two hands." Shadow replied, staring at her as he reminisces his victory over the Black Arms.

"But this is Salem we're talking about. She's unstoppable!" Raven argued, believing that the heroes have no chance at beating the Symbiote Hive.

"So was Goblin when he was conquering universes, and you saw us smack the green right off HIM, mom." Yang glares, arguing with her mother.

"And like Goblin, Salem has ISO-8. Who knows how much stronger they've made her." Raven retorted.

"Well I survived a fight with her, so I say pretty strong. But nothing us Avengers can't handle." Spidey quipped.

With a thought, Shadow summons six Chaos Emeralds as they float around him, much to the surprise of his allies, "And I have been collecting the Chaos Emeralds that were scattered across our realities. Only one remains in this city. If we find all seven, then our chances at success are nearly absolute."

Raven shrugs, "Alright. Guess I have an excuse to be a LITTLE hopeful, but I rather we wait 'til we find all seven."

"No time for that! We need to strike Salem and Venom NOW before this infection gets worse! And before SHIELD thinks it's a good idea to quarantine the entire city!" Captain Marvel retorted.

"We'll be trapped. Salem has always taken priority to divide us before taking us out." Qrow stated.

Luke looks at Cinder, "Where can we find your boss?"

"In the subway tunnels deep underneath Grand Street. It's their central hive. I can take you there." Cinder replied.

"Good, but you better not lead us to a trap if you know what's good for you." Jessica Jones threatened her.

"I'm good at making better threats than you." Cinder retorts with a glare.

"The New Avengers will investigate the central hive, while everyone else search and destroy those 'Symbiote Pods' eating people and spitting them out as symbiotes. Check back alleys and abandoned buildings. NO dimension hopping! We can't risk this infection spreading to other dimensions, if it hasn't already." Captain Marvel ordered her friends.

"I'll have to make a few calls to Ozpin and Ironwood. Warn them of what's coming. And boy will they NOT be happy once they hear 'bout this." Qrow quips while shaking his head.

"I'll contact Commander Tower and inform him of the situation." Shadow said.

Spidey approaches Blake and Yang, as Blake asks, "Should we contact the rest of the Dimensional Avengers? Ruby, Weiss, Sonic, and Tails? Tell them of what's happening?"

"Dimensional crises like this is the reason this team was formed in the first place." Spidey quipped. "Can I count on you two to contact them, and check in on MJ and Aunt May for me while I'm out saving the world?"

Yang smiles, "You can trust us." She then hugs her ex-boyfriend, "Be careful out there. Promise not to give into the Black Suit's influence."

"I won't." Spidey promised, letting go of the hug.

Luke Cage looks tough while standing in front of his team of New Avengers, "Alright, folks! Let's go kick a witch outta our town! AVENGERS ASSEMBLE!"

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Later under the Streets of New York…

BGM-Spider-Man 3 (Game) OST-Sewers #1

"Phew! Why Avengers, what an amazing smell you've discovered! A smell that bad might keep some people away…but we're not as smart as some people." Spidey jokes, crawling on the ceiling as Cinder and the New Avengers walk towards the Symbiote Hive through a dark sewer tunnel, which is lit up by Iron Fist's chi fist.

"You, at least. You were the one dumb enough to wear an alien parasite as a costume and bring it to Earth." Jessica quipped.

"True, but you gotta admit, I DO look good in black." Spidey wisecracked.

"Better lookin' than the time you wore a spare Fantastic Four costume and a paper bag over yer head the first time you took off the symbiote. What did Johnny nickname the suit? Bombastic somethin'…" Thing asked, talking about the Bombastic Bag-Man suit.

Spidey grunts in disgust, "Don't remind me. But DO remind me to kick Johnny for the 'Kick me' sign."

"How much farther?" Carol asks Cinder.

"Close. Just another left turn and we're there." Cinder replied.

Wolverine sniffs the air, "She's right. Smelling somethin' more nasty than the sewer apples up ahead. But I'm not smellin' Salem or Venom."

"Expected, the moment I found myself aligned with you lot. Salem must've relocated to another unknown base." Cinder commented.

"Let's hope she was stupid enough to leave behind clues." Carol quipped.

Soon after, the Avengers sneaked into the Symbiote Hive, which is as creepy and disgusting-looking as they expected it the alien hive to be. Yet suspiciously, the base is quiet and with no symbiote guards. "Whoever's doing the decorating could use a woman's touch." Spidey crawls on the icky symbiotic walls, glancing his alien surroundings.

"You're saying Salem's not a woman?" Mockingbird quipped.

"They could at least use heavy doses of anti-psychotic medications." Spidey bantered.

Cinder glances around with a suspicious face, "Something is not right. It's quiet."

"TOO quiet?" Spidey quipped.

The fallen Maiden scowls at the webbed jokester while ignoring his joke, "There are no guards, but it doesn't look like she cleaned house. We've fallen to a trap, but what?"

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BGM-Shadow the Hedgehog OST-Black Bull

"That!" shouts Cage, pointing at a massive symbiote pod with numerous smaller pods.

"That's big." Thing noted, as the Avengers stand in front of the massive pod.

"Nice detective work." Jessica remarks sarcastically.

"GRAAAH! GRAAAAAH!" Suddenly protruding from the pod are many symbiotic serpentine heads that greatly resemble King Taijitu Grimm, but with eyes similar to Venom's and bones protruding from their backs.

"That a Grimm?!" A shocked Spidey asked.

"A Symbiote King Taijitu, but unlike the ones I've seen Venom and Salem create. This must be the Alpha!" Cinder commented.

Several of the Alpha Symbiote King Taijitu lash themselves onto the heroes, forcing them to jump away before they got hit. "Or ya know, Super Symbiote Grimm sounds simpler." Spidey quipped.

"That's a mouthful!" Luke grabs the whipped head of a white King Taijitu and uppercuts it away.

A black King Taijitu head spits a barrage of black web balls at Mockingbird, as she does her best to dodge them, "And beating this thing won't be simple either!" While Thing pummels the massive pod, one of the heads smack him onto Mockingbird while she's distracted defending herself.

Several Taijitu lunge their large fangs at the swinging Spider-Man, "Yes it will! Just gotta burn it or scream really loudly!" He quipped, dodging the snake's lunge and ties them up with webbing in midair.

Cinder launches fire arrows at the Grimm's eyes, stunning them while Doctor Strange incants a spell. "By the mystical Flames of the Faltine!" He channels a glyph in front of himself, unleashing a destructive funnel of fire that briefly burns the snake heads. The creature recovers, roaring at its enemies before attacking Strange and Cinder.

While the snakes are distracted, Daredevil notices the smaller pods encircling the giant hive and gets an idea. He leaps to a pod and pummels it with club strikes and kicks until it explodes, which seems to briefly stun the Symbiote Grimm. "Destroy the small pods! They seem to weaken it!" Daredevil shouts, noticing a snake about to slam him and quickly jumps away from it.

"Blasters, keep that thing distracted! Everyone else, it's pod punching time!" says Luke, leading a small team towards the pods.

"You mean IT'S CLOBBERIN' TIME!" Thing leaps a strong rocky fist at one of the pods, obliterating it with one fantastic punch.

As the likes of Captain Marvel, Doctor Strange, Cinder, and Spider-Man blast the Symbiote Grimm from afar and gaining its attention, everyone else are destroying its pods. Luke smashes one. Jessica obliterates another. Iron Fist punches through a few. While Wolverine and Mockingbird impale the remaining pods on their own.

"GRAAAAAAAH!" The Symbiote Taijitu screeches in pain as all of its supporting pods have been destroyed.

"Quit yer screeching!" Wolverine unleashes a ferocious roar at the Grimm, lunging at the snakes with his outstretched claws. The snakes lunge straight at him with their mouths wide open, but Wolverine doesn't care. He remains fearless as he dodges their fangs and decapitate most of the heads with a single savage slash.

"And here's one for the road!" quips Captain Marvel, unleashing a combined fiery blast with Strange into the mouth of one of the remaining Taijitu, which lands in the center of the massive pod.

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The New Avengers and Cinder regroup as the Super Symbiote Grimm is lighting up with energy from its pod, looking like it is seconds away from exploding. "That thing is gonna BLOW!" Spidey noticed.

"STAY BEHIND ME!" Strange quickly conjures up a mystical barrier that surrounds his allies, protecting them.

In a blink of an eye, the Super Symbiote Grimm explodes into a swarm of tiny symbiote tentacles that are fly out of the Symbiote Hive, and mysteriously crawl away on their own. As Strange puts down his barrier, Thing asks, "Did we win?"

"It's dead and we're not, so I guess we did." Iron Fist quips dryly.

"But we're not one step closer finding Venom and Salem." Spidey said.

"On the bright side, we destroyed one of their greatest creations before it could be used against humanity." Doctor Strange replied.

"I'm not too sure about that." Cinder says otherwise, "Why leave a Symbiote Grimm like that underground and unprotected? Unless she was saving it for a later purpose…"

BGM-Shadow the Hedgehog OST-Perplexity

Suddenly, the black smoke left behind from the Grimm's death swirls into the air and forms an apparition of Salem, much to the surprise of the Avengers, "The mighty Avengers. How predictable you were."

"Salem! Where are you hiding?" Spidey demanded.

"As if I'd be foolish enough to disclose my whereabouts. I am still in Manhattan, if that will ease your worries. And like a fly to a spider's web, you fell right into my trap." Salem taunted the heroes.

"And look at us, we survived it." Captain Marvel quipped.

"Yes. How unfortunate the symbiote bomb didn't infect at least one Avenger." Salem said, mockingly reveal the true purpose of the Super Symbiote Grimm.

"A symbiote bomb?! That Grimm was a BOMB we blew up?!" Spidey retorted, just as shock from this news as his fellow Avengers.

Salem chuckles, "A Symbiote Grimm I created the moment Cinder joined your side. I knew eventually she would lead you to this Hive, so I left behind that Grimm for you to play with and trigger its true purpose. Once it exploded, its fragments were scattered throughout the city and infected more civilians, further adding symbiotes into my growing army."

Spidey immediately checks his HUD for the latest news reports. He receives live footage of dozens of civilians being infected by tiny symbiote tentacles and small Venom heads, "Hate to say it, but she played us! Receiving reports that people are getting Venomized by the minute!"

"Venomized? That's what we're calling this now?" Mockingbird scowled.

Strange approaches the apparition of Salem confidently, "You pulled off an excellent strategy, Salem. I commend you. But your plan to infect US has failed, meaning your plan to infect this world will also FAIL, just like you failed to conquer Remnant for millennia."

"Why do you think I moved away from my home dimension?" Salem exchanges a glare with the sorcerer supreme, 'The cycle will end. You will all fall before us! There is nowhere you can escape from the darkness!" She chuckles for a bit, then laughs ominously as the apparition disperses into dust.

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"Is she getting creepier, or slowly losing her mind?" Spidey joked.

"The symbiote is eating away what little humanity she has left." Strange answered.

"So she's losing her mind." Spidey shrugged.

BGM-Shadow the Hedgehog OST-Great Blackarms

Suddenly, the entire Symbiote Hive experiences a powerful tremor as the entire base starts exploding around the heroes. "AND she just triggered the self-destruction switch. Meaning we should probably get out of here!" Spidey quipped.

"Got that right! Let's MOVE!" Cage shouted, leading his team out of the exploding Hive.

"What's the plan now? More of the city has been infected!" Daredevil asks, just as the heroes manage to escape from the collapsing base.

"Hunt down the other pods and protect the people. That's the best we can do 'til we find Salem and Venom." Luke proclaimed.

"At this rate, SHIELD is going to quarantine the entire city and make things even MORE complicated." Mockingbird said.

Captain Marvel sighs, "This is gonna be a LONG week."

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Meanwhile at the SHIELD Tricarrier…

BGM-Shadow the Hedgehog OST-Invaders

'I'm aware of the situation enveloping Manhattan. Unfortunately, I'm busy with a destroyer-class threat that makes the Manhattan situation look like a jaywalking ticket. That is why I'm appointing you head of the quarantine team. Keep the city and the Emeralds safe, and bring in Spider-Man! Understood, Black Widow?' asked Nick Fury, talking to Black Widow and Winter Schnee through a holographic projector in the command deck.

Black Widow nods, "Understood, Director Fury. We'll close the city immediately and bring Spider-Man into custody." She declared with a determined expression.

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BGM-Shadow the Hedgehog OST-Main Menu

KFX Here: The New Avengers have assembled, only to make things worse. And SHIELD is planning on quarantining the entire city, and arrest Spider-Man. This has not been Peter's day.

superjoeyf721: This is a Web of Shadows adaptation, so obviously Venom's design is based on his appearance in that game (with some minor elements, like bony back protrusions, added from the Spider-Man Unlimited TV Show).

Next Time: Shocking Developments! Birth of a Super Symbiote!

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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