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

Cinder: My name is Cinder Fall. I'm on a quest to obtain the ultimate power. Salem and Brock have lost control of their symbiotes and are hunting me down. I was left with no choice but to go to the living annoyance, Spider-Man, knowing I can use him to protect myself. In return, I led him and his Avengers to the Symbiote Hive, where we were ambushed by a "Super Symbiote Grimm". Upon destroying it, it unleashed more symbiotes to infect the city. It won't be long until this city falls to Salem's control. Hmph. Never imagined being a hero would be such a pain.

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Issue 12: Shock Therapy

Eddie's Apartment, New York City

At night, Spider-Man sticks next to a window outside of Eddie Brock's apartment building. He looks through the window into Eddie's apartment to see if anyone is inside, particularly Venom, but there is no sign of him. Once the coast was clear, Spidey opens the window and crawls into the messy bedroom. "This is Eddie's place, all alright, but there's no sign of Eddie. Must still be running with the wrong crowd," says Spidey, standing up.

The red-suited webslinger walks around the entire apartment, searching for anything of importance, "Eddie MUST have left a clue that'll tell me where he is. Something. ANYTHING! This outbreak is getting worse by the hour. More and more people are turning into mindless symbiotes. Some of the Avengers are fighting them off and destroying pods, while the others are keeping the uninfected safe. It's gotten so bad that SHIELD is quarantining sections of the city." He hurriedly opens up a cabinet, only to annoyingly find it empty, "Come on! Nothing?! You're not THIS smart, Brock!"

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

Spidey growls in frustration as he approaches the last thing he didn't check in the apartment: The dresser drawer next to the bed. He opens it and finds clothes, which he frantically throws aside. Then he slows down upon finding something very interesting, "What's this?" He picks up an old and cracked picture frame displaying Peter's parents, uncle and aunt, Eddie's parents, and both Peter and Eddie as kids enjoying a picnic together.

"This is a picture of me and Eddie as kids. Both our parents. Uncle Ben…Aunt May. We were having a picnic." Peter said somberly to himself while reminiscing his lost friendship with Eddie, "I…I barely remember that day. We looked so happy back then." He grunts, angrily placing the picture on a desk, "What changed?"

Just then, he receives a call from Blake through his suit. He touches his ear to answer it with a stern expression, "Hello? Blake? What do you want? …NO! I DON'T know where he is! DON'T CALL BACK!" He angrily hangs up on her. He stares down at the family photo, which only reminds him of his hatred of Venom. He briefly looks away from the photo as his increasing rage causes him to unintentionally switch to his Black Suit, "WHERE ON EARTH ARE YOU?!" He furiously slams onto the desk, obliterating it and nearly destroying the family photo.

Spidey facepalms, calming himself while switching to his Red Suit, "Gotta calm down, Spidey. This is what Salem wants. Don't let the symbiote take control." He takes in a deep breath before letting out a big sigh, "So Venom's not at home, and nothing to clue me in of his hangouts…Might as well check out one of these SHIELD quarantine zones, and see how they're handling this mess." He leaps through the window and swings to a quarantine zone.

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SHIELD Quarantine Zone

BGM-Spider-Man: Web of Shadows OST- S.H.I.E.L.D. Quarantine Zone

'Whatever Venom and Salem was doing, it was affecting people all over the city. So of course the authorities were getting involved, and of course they were blaming me.' Spidey narrated.

At the quarantine zone, SHIELD agents have locked up several civilians in cages, believing all of them were infected by symbiotes and prevent the infection from spreading any further. Whether any of them were infected hasn't been clarified, causing the caged civilians to voice their annoyed thoughts at the military.

"HEY! Why am I here?!"

"Nobody's sick here!"

"Why am I here?!"

"This man needs help!"

"Can I go use the restroom?" A caged Stan Lee asked casually.

"EVERYBODY CALM DOWN!" A SHIELD Agent shouted at the caged civilians.

Another SHIELD agent says, "You are under quarantine by order of SHIELD! This is a public health emergency!"

"What are you doing?!" Spidey asks upon landing behind the agents, "You've got infected people in the crowd!"

An agent pushes Peter away, "We have orders to detain!"

Spidey retorts, "They have ALIEN PARASITES-!"

"SPIDER-MAN! You are under arrest!" shouted Black Widow, approaching the webslinger alongside Winter Schnee and E-123 Omega.

"Black Widow, Winter, and Omega?!" Spidey retorts in surprise of their rude company, "ME?! What did I do?!"

"You are infused with a symbiotic life form. Therefore, you must be terminated." Omega said emotionlessly.

"What?!" Spidey shrugs in surprise.

"We are NOT terminating him!" Winter scowls at rouge badnik, before glaring at Spidey, "But Spider-Man, you ARE wanted-!"

Suddenly, Peter senses a disturbance that is about to hit them. A booming lightning bolt strikes down behind Widow's group, causing everyone to turn around and see what hit them. It was the villainous living lightning bolt himself, Electro, that interrupted everyone with his sudden and frantic presence. "WHERE IS SHE?! WHY DID YOU TAKE HERRRR?!" Electro yelled.

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

"Electro?! What is he going on about?" Spidey muttered.

Electro frantically looks around the camp, scaring civilians while desperately searching for someone, "She's not here! Where did you take her?!" SHIELD agents start shooting at the supervillain, who is unfazed by their bullets. He glares at the agents and morphs himself into a lightning bolt that charges through them, killing them as he flees towards an alleyway.

"Where is he going now?!" Spidey fires a webline to swing on, chasing his nemesis through the city.

"Spider-Man!" Widow shouts while watching him flee from her sights. Scowling, she turns to Winter and Omega, "You two, after them! I'll cut them off!"

Winter nods, "Right away." The huntress conjures up a glyph to summon a large Manticore into the field. She and Omega jump onto it, using the summon as a mount as it takes to the skies to chase down both Spider-Man and Electro.

The strangely berserk Electro tore through streets, leaving behind electric columns in alleyways to slow down Spider-Man. "Electro! What do you think you're doing?!" He asked, dodging his barriers.

"Stop following me! You don't understand!" Electro retorts, firing an electric blast at Spider-Man.

"You're right! I DON'T understand!" said Spidey, dodging his blast.

"She never did anything bad in her life!" Electro flies over the rooftops.

"WHO ARE YOU YELLING ABOUT?!" Spidey asked.

While escaping, Electro glances at Spidey, who is still chasing him. But as he looks ahead, he is suddenly tackled back by dozens of small Nevermores, "What are these things?!"

Spidey realizes those Nevermores were summoned by Winter, as his Spider-Sense warns him to dodge a lunge from a Beowolf and destroy it with a quick Web Strike. He lands on a rooftop and spots Winter riding on her Manticore alongside Omega. "Spider-Man! Electro! By the authority of SHIELD, you two are under arrest!" Winter shouted at them.

"You're not even a SHIELD agent!" Spidey retorted.

"I AM the official liaison between SHIELD and the Atlesian Military!" Winter responded with a scowl.

Spidey turns to Electro, who is already escaping the premises, "I don't have time for this!" He fires a webline and hurriedly swings towards Electro.

"HALT!" Winter continues her chase of the superhumans.

"And allow Electro to continue his mindless rampage? No way, Jose." Spidey quipped.

Down on the streets, Electro takes a moment to recharge his power, absorbing all of the nearby energy. Spidey noticed this and was quick to stop him with a Web Strike, knocking him back. As Winter approaches the scene, Electro hits the heroes with roaring waves of electric balls, briefly stunning them as he retreats and resumes his hunt towards a rooftop.

"Electro, what are you doing?!" Spidey asks, web-zipping to the rooftop. He spots Electro charging up another electric ball barrage and quickly hides from them, taking cover behind a large rooftop object.

"Permission to neutralize?" Omega asks the huntress.

"Set weapons to stun." Winter replied as her Manticore speeds up.

Omega charges energy in his left forearm, "Acknowledged." He then opens it up to reveal several gun barrels and shoots homing lasers at Spidey and Electro.

"You have got to be kidding!" mutters Spidey, swiftly dodging the homing lasers whilst swinging.

"Leave me alone! You can't stop me!" Electro proclaims, easily flying away from the lasers.

The intense chase led to another SHIELD camp, which is immediately raided by Electro. He causes the camp to overload with electricity, scaring the people inside as they run out of the camp while being chased by symbiotes.

"Perfect. More people that want to kill me for no reason." Spidey lands in front of a rampaging symbiote, uppercutting it into the air and webbing it to a wall. He dodges a claw lunge from another alien, swiftly elbowing its face and web-throwing it onto another symbiote.

"Omega, provide aerial support! I'm going in!" Winter jumps off the Manticore, landing on the street.

"Goody. More room for me to shoot." Omega switches his forearms into arm cannons, sweeping the area of rampaging symbiotes with machine guns from his mount.

Winter whips out a sword while dashing towards a few symbiotes. The aliens growl as they lunge their claws at her, but she easily fends them off and knocks each of them down with single massive strikes. She spots Spidey webbing up the remaining symbiotes and uses a glyph to dash at him at incredible speed, smacking him onto a wall.

"Enough, Winter!" Spidey says, jumping over her sword slash, "Why are you after me?! I'm one of the good guys!"

"And the source of this infection!" Winter tries hitting him with a spinning slash, but he easily jumps away from it, "I have been informed that you have been infected with a parasite that is spreading this disease, making you a priority target!"

"You've got it all wrong! It's Venom! My evil alien doppelganger! He FRAMED me! He has infected me and most of the city with pieces of his symbiote!" Spidey retorted.

"Maybe so, but I am under direct orders to take you into custody! As long as you are bonded to that 'Black Suit', you are too dangerous to be left freely!" Winter tries to slash him again, but misses again.

"I can't let you lock me up in a cell! The city NEEDS me! I'm the only one who can stop Venom…!" Spidey disarms Winter of her weapon, then webs her to a wall. His Spider-Sense tingles as he spots Electro retreating from the camp, "AND Electro! Sorry to web and run, Elder Ice Queen!" He swings away to continue his pursuit of the supervillain.

"OMEGA! Unbind me!" Winter shouts, struggling to break free from the sticky webbing.

"In a moment." Omega jumps off the Manticore, landing in front of the huntress. He uses his robotic strength to rip off the webbing, freeing Winter. She grabs her sword before she and Omega jump back onto the Manticore and quickly fly off to continue pursuing the superhumans.

Meanwhile, Electro continues slowing down his pursuers with electric balls and columns, "She wasn't there! She must be in another camp!"

"Electro! MAX! Just tell me who you're looking for and maybe I can help you out!" Spidey shouted, trying to reason with him.

Spidey's words fell on deaf ears as Electro raids another SHIELD camp, searching for the mystery person while blasting electricity at anything with the SHIELD logo. He accidently releases more symbiotes from the camp, just as Spidey lands.

"Is NO ONE listening to me tonight?" Spidey says while fighting off the growling symbiotes.

As the Manticore arrives to the camp, Winter points her sword at the infected crowd. A mystical glyph is conjured in front of her sword as she shouts, "By the Crimson Bands of Cyttorak!" and binds Spider-Man and the symbiotes with mystical red bands.

"Magic?! When did she learn magic?! Must've trained with Strange during our Avengers Academy days." Spidey muttered, struggling with all of his might to break free from his mystical restraints.

As Omega annihilates the rampaging symbiotes, Electro flies away from the camp. "Grab Spider-Man! We're going after him!" Winter orders, flying towards Spidey for Omega to grab as she quickly fly towards Electro. "Cease your struggles to break free. Doctor Strange taught me that the Crimson Bands of Cyttorak are nigh-unbreakable." She told Spidey.

"I saved you, your sister, and all of Remnant multiple times! Can't you go against the rules for once and TRUST I have my symbiote under control?" Spidey asked.

"No." Winter simply answered.

Spidey exasperates while struggling against the crimson bands, "What is it with you Schnees being so…STUBBORN!" He switches to his Black Suit, using his increased strength to break free from his restraints.

"Impossible…" A shocked Winter muttered, noticing he has broken loose.

"Finally, an up-close challenge!" Omega throws a mighty punch at Symbiote Spidey, who grabs and stops it with little effort.

"Not today, tin can." Symbiote Spidey said coldly. He pushes Omega away as he jumps over the military agents. While in midair, magic circles mysteriously appear in front of his wrists as he fires purple magic webbing, latching them onto Omega and Winter and yanking them off the Manticore and having them hit a rooftop. He then uses his new purple webbing to grab the Manticore and slam it onto another rooftop, destroying it.

Whilst swinging away, Spidey looks at his wrist as the magic circles disappear, "Sweet! Purple webs! Must be tapping into Salem's magic that she infused into my symbiote. Wonder if its grape-scented?" He smells his wrist, "Nope."

"I'll tear apart this whole TOWN 'til I find her!" Electro declares, tearing through the city and causing power outages at electrified light-speeds.

"This has got to stop! I'm gonna take you down, Electro!" Spidey vowed, swinging faster to catch up with the villain.

"You just try and stop me!" Electro hovers over an unfinished train track, firing bolts at the webslinger.

Symbiote Spidey dodges the bolts and fires his new mystic webbing onto Electro, hitting him with a Web Strike Crush and grinds his foe along the track before kicking him away. Electro quickly recovers, roaring furiously at Spidey before writhing along the track an electric wave of destruction. "Why are you so freaked out? I'm your friendly neighborhood…" Spidey quickly dodges the shock wave, "Ah, never mind." He said, before getting painfully zapped by an electrostatic bolt from his hands.

"Leave me alone! Using her to get to me! YOU'RE PART OF IT!" Electro shouted, pumping in more power into his blast as he slowly kills Spider-Man.

Suddenly, Omega drops down next to Spider-Man and unleashes a barrage of bullets onto Electro, pushing him back and stopping his assault on Spider-Man. As the webslinger recovers onto his feet, he spots Winter dropping next to him from her summoned Nevermore. "You saved me? I thought I was your 'priority target'." Spidey weakly quipped.

"Don't be mistaken. Electro presents a greater threat at the moment if he continues rampaging through SHIELD camps. We'll contain him, THEN we'll contain you." Winter proclaimed, temporarily teaming up with Spider-Man.

"Cool! Let's get him to CHILL out!" Spidey punned, not noticing Winter rolling her eyes from his terrible joke.

"I prefer to see him burn!" Omega reconfigures his machine guns into flamethrowers, spraying flames at Electro.

Electro blocks his flames with a barrier, then immediately flies upwards. "GET FRIED!" He blasts Omega with a powerful bolt, causing him to lie on his back as he nearly short-circuits. The electrified menace fires a deadly barrage of bolts at Spidey and Winter, both who are quick to dodge his attacks.

"Max, just talk to me! 'Cause whatever you're saying doesn't make any sense!" Spidey bounces away from his deadly bolts.

"SHIELD took everyone in the building! Claims they were sick!" Electro focuses his blasts on the bouncing spider.

While Electro is distracted, Winter ricochets off glyphs into the air and unleashes powerful series of sword strikes before smacking him down. "SHIELD is doing everything they can to protect this city! You must understand, whoever you are looking for must have been INFECTED!" She told the villain.

"I understand EVERYTHING!" Electro blasts the huntress away, nearly depleting her aura. "I did my time, but they still took her, because of YOU! ALL OF YOU! IT'S ALL YOUR FAULT!" He charges energy around his body, then, with a furious roar, explodes with a gigantic energy sphere that knocks back the heroes, obliterating the section of the train track and the buildings that surrounded them.

While the heroes are licking their wounds, Electro flies away at electrified speeds. Winter grunts in pain, panting while sitting on her knees, "That attack depleted the remainder of my Aura…And Omega needs some time to repair himself."

"Auto-repair function…nearly complete." Omega proclaimed.

"Can't wait on you! Electro's making a beeline for another camp! I have to hurry and put a stop to this!" Symbiote Spidey swings away, hurrying to Electro.

Quickly, Spidey finds his nemesis recharging his power at a local power relay near a SHIELD camp. Electro glares at his enemy and fires a charged blast. Spidey jumps away from it, tricking him to destroy a section of the substation. Electro fires more charged blasts and continues being tricked into destroying more sections of his recharge station. After dodging enough of his blasts, Spidey takes a moment to watch his plan coming into fruition. Sections of the substation are on fire, then explode one-by-one, causing the energy to backfire on Electro and blow him away onto a rooftop.

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Left drained of his energy, Electro shakes his head as he weakly stands. He glances around, until he was suddenly shot in the torso by Black Widow and her sniper gun. He groans as he falls to the street, bleeding out near the SHIELD camp while looking dead.

"Move in. Target neutralized." Black Widow orders her squadron of SHIELD agents as she approaches the unconscious supervillain.

Symbiote Spidey lands in front of Widow to stop her, "You didn't have to shoot him!"

"You answer MY questions, mister!" Widow retorted.

BGM-Shadow the Hedgehog OST-Foolish Humans

"Max! MAX! That's my brother!" A young girl shouted, claiming to be Electro's sister and the person he has been desperately searching for the whole time. She tries to check on her brother, but a SHIELD agents hold her back.

Widow slightly pushes Spidey back, "I have news footage of you!"

"Let GO! He's my brother!" Electro's sister pushes the SHIELD agent aside, as a symbiote manifests around her.

As the infected girl lunges onto her unconscious brother, Spidey notices this. His eyes widen in shock and horror as he shouts, "NOOOOO!"

But it was too late for anyone to stop the girl. She hugs her unconscious brother, desperately transferring her symbiote to him so he may live. Electro's wounds heal, but at a horrifying cost. He has become one with a symbiote, possessed by it. Transforming into the super symbiote known as Symbiote Electro. Reborn, the possessed supervillain unleashes a massive explosion from his body, nearly killing everyone which included his sister before escaping.

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Survivors like Black Widow were left unconscious on the streets for an unspecified amount of time. As Widow regains consciousness, Winter and Omega approach her from behind. "Widow, what happened?! Where is Spider-Man and Electro?!" Winter asked her partner.

"Electro became infected and escaped…" Widow says while weakly standing to her feet. She glances for any sign of Spider-Man, "No sign of Spider-Man, but I doubt he was killed in the explosion. He is now a fugitive! Find him and place him under arrest! By any means necessary!"

Winter nods with a determined face, "Roger."

Unknown to the military agents, the unconscious Spider-Man is on a nearby rooftop. He was oddly rescued by Shadow the Hedgehog, who proceeds to use Chaos Control to teleport themselves away from the destroyed SHIELD camp.

BGM-Shadow the Hedgehog OST-Main Menu

KFX Here: Electro has transformed into a Super Symbiote. And Shadow saved Spider-Man. That's a little surprising. I wonder why?

Question of the Chapter: In this remake, should I have Ozpin tell Peter his secret history with Salem or tell half-truths? Consider Peter is being blamed for Venom and Salem's actions while Ozpin is relaxing back on Remnant.

Next Time: Out of the Frying Pan…Into Ryker's Island!

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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