BGM-Sonic the Hedgehog (2006) OST-Theme of Sonic the Hedgehog (E3 2006 Version)

Sonic: I'm Sonic. Sonic the Hedgehog! The world's heroes are still not allowed to have any fun with the Superhuman Registration Act breathing down our necks. It'll still take a while to get it repealed, longer if that fake Spider-Man continues framing the real deal with his murders on those connected to Project Pegasus. Between that and the sudden disappearance of the Master Emerald, I have my work cut out today.

BGM End

Act 1 Issue 2: Framed

New Vale City, Manhattan

BGM-Sonic Unleashed OST-Apotos (Day)

'That wall-crawling menace has finally snapped!' yells J Jonah Jameson, chief publisher of the Daily Bugle that has a real vendetta against Spider-Man. He's speaking through someone's cellphone thanks to Daily Bugle Communications, his own TV station as he broadcasts the latest reports of the Fake Spider-Man and his murders throughout the city, "Violating civil rights as he murders innocent civilians of this fair city! Some of whom were in the middle of enjoying their retirement until it came to an abrupt webbed end! Why is he doing this? In his TWISTED mind, he must've saw them as criminals! DESPERATE to find ways to support the Anti-Registration Movement when he's really supporting the exact opposite! Too bad, Webhead, but the SRA is here to stay until the end of time! And until that time come, I will fully support GUN and all registered superheroes to put an end to the shenanigans of both you and other masked vigilantes once and for all-!'

Abruptly, the owner of the cellphone switches off the broadcast as they got tired of hearing Jameson rant and spout nonsense, which is the usual case with him. The cellphone's owner is really Blake Belladonna, a cat Faunus, and a former huntress ever since she refused to register with the government and had her huntress license revoked because of that. "This will definitely hurt the Anti-Registration movement." She dryly quips.

The Faunus is walking through the city, hanging out with three of her best friends: Peter, Yang, and Weiss Schnee, a former huntress because she also refused to register, forcing her father to strip her of her heiress title. "Jameson really needs to shut up. You made the right decision quitting the Bugle when you did, Yang." Weiss says to the blonde, before turning to scowl at Peter, "Wish I can say the same for your husband."

"I'm FREELANCE! I don't exclusively work for Jameson!" A shrugging Peter retorted.

"Then why do you always sell pictures to him?!" Weiss snaps back.

"Because life is not fair to me. You know that." Peter quipped.

BGM End

Their usual banter is suddenly interrupted by a GUN Beetle meeting their faces and scanning each of them via laser tags to identify if they are a menace to the city. Since they weren't, the robot flew to interrupt another civilian minding their own business. "ATTENTION ALL GUN OFFICERS." says a GUN Soldier nearby to his fellow soldiers, "Given the growing threat posed by the masked vigilante called 'Spider-Man', we are cleared to escalate to Phase III of the Suppression Initiative. Be advised, there is no Phase IV. This ends now."

Ever since the SRA went into effect, Rusk has ordered GUN to patrol the streets to contain criminals and all vigilantes that are violating the Act by any means necessary, ranging from projecting energy barriers, that either circle the streets or block the sky, to deploying their Beetle and Hunter robots to guard the city from the corners of every neighborhood.

"This isn't right. NONE of this is right. It's like living in a dystopia. GUN shouldn't be patrolling the streets like this." A worried Weiss remarks on the city's current state.

"They can't argue against orders from the World Security Council, unless they want to be shut down like SHIELD was." Yang frowned.

Peter lowers his head in shame somberly claiming, "This is all my fault."

"And there he goes…" Weiss casually quips as she knows Peter too well for always blaming himself for stuff completely out of his control.

BGM-Shadow the Hedgehog OST-Commander's Memories

Peter gestures, "I know, I know. I shouldn't blame myself for things that aren't really my fault, but I can't help it when it is in some way. There's a fake me out there ruining my name and killing people, including scientists that are connected to Project Pegasus somehow like Erik Selvig."

"The same project your parents worked on in an attempt to harness Solaris's power over time." Blake comments, having been told of the Parker Family's lost history with the infamous project by Peter some time ago.

"Which literally blew up in SHIELD's face and forced my parents to clean up the mess by sealing away Iblis." Peter quips through his frown. "I know their intentions were for the greater good, and they weren't the biggest fans of how the project was turning out. Doesn't change the fact that their work inspired the Syndicate to start up a new Solaris Project, and it's my responsibility to shut it down."

"OUR responsibility." says Yang, comfortly holding her husband's hand, "Your parents are now my parents. And if the Solaris Project gets completed, it'll impact everyone for the rest of time. We WON'T let that happen." The former huntress proclaims with a determined expression.

Peter replies, "It'll be difficult, between the SRA and the Fake Spidey. We need to catch that guy first before he kills any more innocents." He ponders, "The imposter is a shapeshifter, so that means he's either Mysterio or the Chameleon."

"I dunno. I don't think they know anything about Pegasus unless they were secretly invited to join the Syndicate. And the way those victims were brutally killed doesn't fit their M.O." Yang commented, placing a pondering hand underneath her muzzle.

Blake comments, "Reports and eye witnesses claim the imposter was wearing a Black Suit, so that would mean…"

BGM End

Everyone then turn their heads to silently stare at Weiss. She briefly stares back in confusion before she stoically shifts to a deadpan expression that comes along with, "It's not him."

"Do you have any other boyfriend bonded to an alien symbiote?!" Yang retorted.

"No! But I certainly know my current boyfriend isn't the one committing these crimes!" The annoyed Weiss argues up to the blonde's face.

"I still think you two being a couple is a bad idea." Peter said, awkwardly scratching the back of his head.

"YOU were the one who got us together in the first place!" Weiss angrily points at him.

Peter sheepishly gets defensive as he retorts, "It's not like I KNEW Flash would become Venom! I can't see into the future! I'm just worried he might eat you in his sleep."

"Like it or not, Weiss, he is a likely suspect. When was the last time any of us saw him in person since the SRA was enacted? It's possible he lost control over the symbiote and it's trying to frame Peter as revenge." Blake said to the ice queen.

"That would be impossible. The Avengers placed very powerful inhibitors on his symbiote to prevent him from losing control." Weiss argues before somberly frowning, "Look, I get it. Flash hasn't been the most trustworthy since he signed up to become Venom. I understand. I was the one most upset when I found out he was working as a symbiote super-soldier behind my back, but we've been trying to improve our relationship since then. I know it's not him causing these murders. I can tell. Someone else is framing both him and Peter, probably to turn them against each other. I don't want that to happen."

"You have Flash's number. Try calling him so we can get to the bottom of this." Yang suggested. With an agreeing nod, Weiss takes out her Scroll and dials up her boyfriend's number, putting the phone next to her ear as she hears it ring and hopes Flash answers it so they can get answers.

Elsewhere in the city…

At the same time, the symbiotic solider Agent Venom swings to a rooftop on his important solo mission to also uncover the truth behind the Fake Spider-Man. 'This is the place.' He thought, grabbing binoculars from his symbiotic pocket and using them to spy on an old woman holding her laundry in her apartment. The woman gets the feeling she's being spied on and looks through her window, only to find no one on the rooftop. That's because Venom has already moved to her rooftop at the speed of silent sound, crouching there as he waits to make his next move. 'She hasn't seen me. Good. Don't want her to panic and mistake me for the Fake. Symbiote-Sense isn't picking up any assassins nearby. Still have to keep watch.' To his pained surprise, he hears his cellphone vibrating within his symbiote and winces, feeling its pain since it absolutely hates sound, 'AGH! Thought I put this thing on silent!'

Flash quickly takes out his cellphone and answers it to prevent the vibrations from hurting his symbiote any further, "Hello?"

'Flash, where are you and what are you doing?' Weiss asks him.

"Weiss?!" Flash reacts in quiet shock of his girlfriend calling him during his mission, "Can we talk later? I'm a bit busy."

'Tell me what you're doing, Eugene, 'cause everyone is giving me the stare thinking I'm dating a mass murderer!' Weiss retorted, calling him by his real name whenever she's angry with him.

A surprised Flash quietly retorts, "Everyone's thinking that I'M the Fake Spidey?! That wasn't me killing those people! I'm actually trying to STOP that guy!"

'You are?' Weiss responded in shock.

"Not gonna let some fake tarnish the name of my idol. I'm in the city investigating the whereabouts of the remaining Project Pegasus researchers before they could be taken out. I'm currently keeping an eye on one that's still alive. Keep her safe in case the Imposter shows up." Flash informs her.

'That's great! Do you need any help?' Weiss asked.

"I'm fine on my own. Can't risk both of us getting arrested. You already lost so much to the SRA, having your huntress license revoked and your heiress title stripped. Trust me, this is for the best." Flash somberly says as he stands to look down at the streets, simply concerned for her safety.

'Yeah right!' Weiss retorts sarcastically. 'You don't tell me how to live my life, Eugene! I'll do what I want if it'll protect the people I care about.'

Flask smirks behind his mask, "Always so defiant. That's what I love about you. Listen, we'll talk later. Starting to get an itch that something-!"

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

And in a shocking instant, Flash finds himself impaled from behind by a dark energy spear. He painfully screams out, "GAAAAargh…!" as his voice fades away along with the energy spear withdrawing from his dying body.

Flash falls to the ground looking very much dead while his phone drops next to him, with a worried Weiss frantically yelling out, 'Flash?! What happened over there?! Flash!? Flash! FLASH-!' before she too is cut off by the mysterious assassin crushing the phone beneath their dark heel.

Back with Peter's Group…

Weiss was left horrifically stunned after losing contact with her boyfriend, praying that she didn't just hear him die over the phone while her friends stare at her with equally worried faces over Flash's predicament. "Weiss, snap out of it! What happened to Flash?!" Peter shouts at her for immediate answers.

"I-I-I don't know! The line…It was cut off!" Weiss retorted.

Things get even stranger as suddenly explosions are heard booming from across town, immediately prompting the group to snap to their direction and spot smoke clouds emitting from three different places. "What the hell…All of a sudden, explosions? Right after we lost contact with Flash? This CAN'T be a coincidence." A shocked Peter comments, sensing a scheme behind these attacks.

"Get into your work clothes! We'll go ahead and investigate!" Yang orders her husband, as the three former huntresses head out to be heroes.

Peter promises to join them right after he runs into an empty alleyway and change into his Spider-Man costume. But as he does, his Spider-Sense tingles in time for him to narrowly dodge an energy blast from behind that still had enough explosive force to knock him onto a wall.

BGM End

BGM-Mega Man X8 OST-VS Sigma Demo

"My, you do have amazing reflexes…" says an oddly familiar voice that captures Peter's attention to a rooftop, where he catches a clear menacing view of the Evil Spider-Man and him finishing his sentence with a chilling, "Spider-Man."

Now it's Peter's turn to be left horrifically stunned after hearing that this imposter is completely aware of his heroic identity. But he decides to play dumb as he tries to get some answers, "You're the imposter. And what makes you think that I'm Spider-Man? I'm just a pathetic guy that was running for his life." before thinking, 'And his voice…Why does he sound so familiar?'

Swiftly, the Evil Spidey delivers a brutal teleporting punch to Peter's gut, painfully stunning him long enough for his face to be grabbed and slammed to the ground. "Then, you will die as pathetically as Flash Thompson, and the other humans that have exploded into pieces. All signed by your name in blood, Spider-Man." He darkly taunts him, revealing that he was the one who attacked Flash and caused those explosions, and now will take pleasure in killing Peter.

BGM End

Empire State University

BGM-Marvel Ultimate Alliance 3 OST-Planet in Peril

One of the explosions happened somewhere in Empire State University, Peter's school that is being ravaged by fire upon Blake hurrying to the premises. 'ESU? Why would someone attack-?' Her thoughts were cut off by the sound of more explosions and students running away from the flames. Blake may have lost the license of a huntress, but she still has the heart of one to do the right thing and help these students to safety. With her Gambol Shroud, she cut open fire hydrants to douse some of the flames that were trapping people, making it easier for her to escort them to safety.

Blake wasn't alone in the rescue. Brave professors like Curt Connors did what they could to save their students, while courageous students like Debra Whitman directed them to evacuation points. And to the faunus's surprise, she spotted one of her good friends, Mary Jane Watson, doing both at the same time. "Hurry people, exit's nearby! Fire department will be here shortly!" shouts MJ, using a fire extinguisher to douse flames and rescue students.

"MJ! I didn't know you were in town!" shouts Blake as she runs to reunite with her redheaded friend.

"Stopped by to visit a few friends at ESU. Then wanted to meet with your team and Peter to catch up and talk about that Fake Spider-Man, but those plans were delayed by a bomb going off." MJ told her.

"A bomb?" The curious Blake commented.

"According to Dr. Connors, it was a Stark Industries explosive that caused this, and I'm guessing two more caused those other explosions that I got news alerts about. But, those Stark Bombs were long discontinued by Mr. Stark years ago when he stopped building weapons." MJ informs her.

"They were most likely stolen. Heard the other bombs went off at Manhattan Mall and Osborn Manor." Blake ponders, "An attack on Oscorp would make sense, but not ones on a shopping mall and a school unless they were hiding something…or trying to frame someone."

"Tony Stark?" MJ guessed.

"He's not the only one being framed these days." Blake said, sensing that these attacks are also connected to Spider-Man as well.

Her suspicions might be proven right as laser blasts are suddenly fired at both her and MJ, forcing the former to lunge the latter to safety. Once they're safe, both girls stand to find themselves confronted by mechanical, eight-legged spider-like robots, some that have blasters for arms and others with bladed arms.

"Spider-Slayers?" MJ recognizes the robots that were designed to kill Spider-Man, but now seem to be programmed to kill them.

"Knew it. It must be that Imposter trying to frame Spider-Man. And I have the haunting feeling he knows a little more about him, otherwise why would ESU be attacked…" says Blake, getting into a fighting stance as the Spider-Slayers approach with their weapons locked on the girls, "And why we have become targets."

Meanwhile at Manhattan Mall…

The same disasters are happening inside the Manhattan Mall. A bomb blew up the building and killed dozens as the flames ravage everything. The survivors desperately try to escape but the Spider-Slayers aren't making it easy, with some blocking the exits while the rest go on a killing spree. The local security fights them off, with great assistance from veteran huntsman Taiyang Xiao Long as he relies on a fluid and dynamic flurry of elbow strikes to obliterate the robots blocking his way to grab an injured May Parker away from falling debris.

"We've got to get you out of here, May!" He said, helping her towards a free exit.

Suddenly, a Slayer blindsides the huntsman with an energy blast that knocks him down. "Tai!" A horrified May shouted. Then it was her turn to be targeted and would've been shot dead, if the family dog Zwei didn't show up with a powerful tackle that destroys the robot. May smiles, "Good boy." as she pets the barking dog. Another Spider-Slayer appears before them and the awakening Tai, charging its blasters to full power to kill them all in a single blast. Zwei growls as Tai prepares to protect his relative with his life from the evil robot. But before the Slayer could fire its shot, its torso was brutally punched through from behind by Yang, who withdraws her cybernetic fist for its corpse to fall.

"Yang!?" Both May and Tai retorts in surprise to be saved by her.

"Bad time to go shopping. Are you three okay?" Yang asks her family.

"Yeah, but what are you doing here?" Tai asks his daughter.

"Saving the day." Yang quipped.

But a worried Tai retorts, "But you're no longer a huntress. If GUN comes here and catches you-."

"Then I'll rest easy in prison knowing I saved my family." Yang interrupts her father with a serious expression that worries him, as she's risking arrest to protect her loved ones, "Don't worry about me, dad. Let's just focus on saving everyone."

Though still hesitant, Tai nods as he reluctantly allows his daughter to help out, "…Okay. Clear the blockade and help May and others to escape. Zwei and I will go find others that need saving."

Yang gives her father a serious nod before they split up to help people. Zwei uses his nose to sniff out anyone that is in danger, allowing Tai to rescue them while the dog destroy the Slayers trying to stop him. At the same time, Yang annihilates the robots blocking the exit, with May leading people out to safety while the former huntress fends off the Slayers.

"This is Yang. Currently saving my dad and Aunt May from a burning mall being shopped by killer spider-robots." says Yang, updating her friends through their comm link while smashing more Spider-Slayers.

'You too?' A shocked Weiss retorted, 'I was in the middle of saving Harry and Liz when an army of them crawled into the building. What's the deal with these attacks? It doesn't make sense.'

"It's the Imposter! It's gotta be! He's attacking with these robots to frame Spider-Man again!" Yang snarls while slamming her fist on a Bladed Spider-Slayer, "When I get my hands on him…"

'Calm down, Yang. There's more to this attack than meets the eye.' Blake chimes into the conversation.

"What do you mean?" Yang asked.

'Notice that the Spider-Slayers are mostly targeting the people connected to Peter. His family at the mall and his friends at both ESU and the Osborn Manor. Not to mention whatever happened to Flash.' Blake explained.

'But why? Does the Imposter know his secret identity?' Weiss questioned.

'Seems like it. The Imposter must want to destroy everything about Peter, both his reputation as Spider-Man and his regular life!' Blake proclaimed. 'I haven't been able to contact Peter. He must be in danger! This must've also been a trap to separate us from him!' She also suggests, which infuriates Yang and worries Weiss as all three girls are too busy saving lives and destroying Spider-Slayers to go and save Peter's life.

BGM End

With Peter…

BGM-Super Dragon Ball Heroes OST-Assault

The sound of brutal punches shakes the neighborhood right before a wounded Peter is seen thrown across the street and crash onto a sidewalk with people. Swiftly, the Fake Spider-Man appears to stomp on Peter's gut with enough vicious force to have him cough out blood and scare the surrounding civilians. "Don't worry, folks. I'm just torturing him a little." The Imposter darkly jokes, implying that he is holding back.

Civilians scream while running away from the torture, with the Imposter grabbing Peter into a chokehold as he lifts him up and smash him through a sturdy wall. While he's still choking the life out of his victim, the Fake hears a GUN squadron arriving to the scene. "Hold it right there, Spider-Man! Let go of the hostage and surrender, or we'll be forced to take you in!" A GUN Soldier threatens the dark imposter with his assault rifle, his squad, and combat robots.

"Stupid humans…" The Imposter mutters, unleashing symbiote-like tendrils from his back that viciously impale each GUN mook, killing the whole squadron in seconds.

"Nooooo…!" Peter utters out after witnessing the deaths of those soldiers.

Parker finally taps into that spider-strength of his to slowly free himself from the chokehold, but it was a futile effort with his Fake responding with more dark strength to tighten his grip. "Nah ah ah. Don't want to reveal your secret identity to the whole world, do you?" The Fake taunts him as he continues, "No. I prefer you die as you were born as. A pathetic loser that can't protect anyone, let alone himself."

"Who…are you…? How do you…know about me…?" Peter struggled to ask him those important question.

"I am your shadow taken form." He cryptically answered, "I know everything of you, from the lies you told May Parker to your complicated relationship with Mary Jane Watson, all dating back to the day Mary Parker gave birth to you. She and Richard Parker were some of SHIELD's best, providing their own little research and overall security to Project Pegasus. All culminating to their mistake of sealing Iblis, as now their son will take responsibility of their sins. Don't be mistaken. This isn't revenge. I didn't kill those other researchers out of spite. Simply to eliminate potential obstacles. And with you as their son and a Spider-Totem capable of resealing the Flames of Disaster, you are a great threat that needs to be eliminated."

"You didn't have to drag…innocent people to this…scheme…" Peter said.

"But I did, and it was enjoyable. Nothing speaks pure satisfaction than dragging your reputation, friends and family into despair…" says the chuckling psychopath, as he darkly envelops his free hand with dark energy, "As they won't be here to witness your end."

It would've ended right then and there. The Dark Spidey killing the original with a single blast. But before he could've executed that plan, a gunshot was heard right as a bullet pierces through his forehead, forcing him to drop Peter and be taken aback in surprise. The Fake grunts, still very alive but annoyed as he wonders who just shot him. His assailant happens to be a very alive Agent Venom, dropping down to protect his best friend, and unknowingly his idol.

"Venom!?" Peter retorts, both in shock that Flash is okay and surprise that he was saved by his former bully that is bonded to one of his most hated enemies.

"Get back, Parker! I'll beat down this fake!" Venom said while confronting the evil clone.

BGM End

The Imposter scoffs, not showing that he is surprised of Venom's survival and simply displays indifference towards it, "You're alive. Knull seemed to have made his symbiotes stronger last I fought them. You survived the same attack that I once used to kill Sonic." He compliments Venom, tauntingly revealing his knowledge of the symbiotes as well as their King in Black.

"He killed Sonic?" asked Peter while tending to his nearly-crushed throat.

"One from another timeline. I heard the story. NOW I know who you are. You're the darkness of Solaris, Mephiles the Dark!" Venom revealed, having figured out the Imposter's true identity which shocks Peter.

Though his cover is blown, Mephiles mockingly bows to the soldier with, "Guilty as charged."

"And just like what you did with Shadow, you stole Spider-Man's shadow to look like him and frame him for your crimes!" Venom angrily guessed correctly.

"Actually, I absorbed the shadow of a Symbiote Spider-Man from another timeline, to make my impersonation look much more deadly." Mephiles revealed.

BGM-Sonic the Hedgehog (2006) OST-Vs. Character

"Well dress-up's over. I'm taking you in!" says Venom, whipping out his dual-pistols to threaten Mephiles with, "Get outta here, Peter! I'll finish him!"

Peter obeys and runs away while Venom covers him, unleashing a storm of bullets that penetrate Spider-Mephiles. Or so he thinks. He was really firing bullets at an illusion as the real Mephiles blindsides him with an energy blast. After web-yanking his guns, the dark spirit performs a backwards somersault while cloaked in a purple aura, then launches a dark energy-enhanced flying kick that sends Venom flying into a car which explodes and engulfs him in flames, severely weakening the symbiote solider as he's brought to his knees.

"You're just an agent of darkness! And you want to play the hero?! A foolish fantasy!" Mephiles taunts the weakened Avenger. "You're a monster, Venom! Always have, always will be until the end of time! Stop struggling with your predatory urges. You're only hurting yourself and eventually kill those you love and sworn to protect. You're better off dead, or locked behind bars like the villain you are, if you truly wish to protect your loved ones." He mocks him, demoralizing the soldier.

Flash was left disheartened by this fact, that he is bonded to a monster that he has struggled to restrain since day one. Ever since he became a hero, he came to realize just how heavy the burden of being a hero was when his enemies and his feral symbiote threatened his family and friends. It wasn't that long ago when he inadvertently put Weiss at risk when Eggman Nega discovered his secret identity and kidnapped her in a nefarious ploy to obtain the Chaos Emeralds. Not to mention his past as a bully haunts him and is ashamed about it to this day.

BGM End

The symbiotic solider stays on his knees and considers surrender. But his moral suddenly shifted when a familiar web strand blinds Mephiles long enough for a red-and-blue costumed hero to swing in kicking him to a building. "Remind me to never hire you as a motivational speaker! You suck at giving people a moral boost!" quips the Amazing Spider-Man, finally joining the battle.

"Spidey!" Agent Venom stood up, happy that his idol came to his rescue when he needed it the most.

"Nice to see you Venom, which I am still not used to saying." Spidey quipped. "You did a good job protecting Parker. He told me he was grateful you came to his rescue when I swung in find out about the commotion. Don't let this fake make you think you're anything but a hero. You're proving to be one every day." He said, giving Flash that moral boost he needed. "And you'll be an amazing one if you can help me knock this phony into next week!" He jokes, as both webslingers confront the recovering Mephiles.

BGM-One Piece: Pirate Warriors 4 OST-The Strongest Creature

Mephiles chuckles, "Fine. I'll dance with you two while knowing your friends are in mortal danger."

"Don't underestimate them! Our friends are tough! They can handle themselves long enough while I use my breakdance moves to BREAK you!" Spidey threatens the spirit.

"Then show me what you can do." Mephiles quips darkly, readying himself for battle against the two webslingers.

Osborn Manor

Things are certainly heating up at the burning mansion of one of New Vale's richest businessman. Like everyone else that is connected to Peter, Harry Osborn and his new wife, Liz Allan, were attacked by Mephiles's Spider-Slayer army at the comfort of their own home. Help arrived in the form of Weiss Schnee, who singlehandedly holds off the killer robots long enough so she could use her Glyph Semblance to summon a Grimm Manticore Avatar that'll fly her friends to safety.

"Get on it, hurry!" Weiss hurries up her two friends.

More Spider-Slayers rush through the flames just to be slashed by Weiss while she gives the Osborns enough time to mount her Summon. "Weiss, let's go!" Harry shouts at his ex-girlfriend to join them on the escape.

"You go! I'll catch up!" retorts Weiss, blocking a swing from a Bladed Spider-Slayer.

"Alright! Don't do anything reckless!" Harry responded.

"Good luck!" Liz wishes it to the ex-heiress, right before the Manticore flies the couple through a large hole of the burning manor.

The Osborns escaped, but that still leaves Weiss as a threat that must be eliminated at all cost. Multiple Spider-Slayers fire upon her, only for their shots to be blocked by her glyph. Weiss can't keep this up for long though. Fatigue is beginning to set in. The relentless deadly attacks of the robots are weakening her Aura, not to mention the flames that are rampaging through the manor. With the Osborns rescued, the only thing left for her to do is escape, and that chance is given to her upon noticing the ceiling is ready to collapse. Tricking the robots to corner her near the hole, Weiss backflips through it and bounces off glyphs to safely land on the ground outside right before the ceiling collapses and crushes the bots to pieces.

'Getting tired…Those robots didn't know when to quit…' thought Weiss, panting from exhaustion after destroying an army of powerful robots by herself inside a burning mansion, 'Harry and Liz are safe. Still don't know about Flash…Really hope he's okay. I'm sure the others are doing fine…Gotta go check on Peter.'

But before the ex-heiress could go anywhere, she is shot twice in the chest by powerful blasts that knock her down and destroy her Aura. She struggles to stand as another army of Spider-Slayers come confronting her. She pants, 'More of them? Now they're more interested in wanting me dead…Cute.'

BGM End

It seems to be the end of the line for Weiss as she's too weak to do anything more. The Spider-Slayers power up their laser cannons to full power, and once they do, they shoot at Weiss. She closes her eyes as she quickly makes a guarding stance, hoping to the heavens it'll be enough to survive this deadly onslaught.

But, it was unneeded, as backup arrives in a form that she didn't expect at all. All of a sudden, a portal open above her head for a mysterious silhouette to leap through and reflect the blasts with a single swing of their energy rapier that obliterate some of the robots. Swiftly, the silhouette twirls as she conjures a large Glyph in front of herself that strikingly resembles the Schnees'. "DIAMOND DUST!" The silhouette sounded female upon shouting the name of her attack, using her glyph to unleash a frozen gust of wind that, not only freezes the robot army, but condenses into shards of ice that pierces them into their explosive demise.

Weiss opens her eyes to find herself not only alive, but to see the Slayers were all destroyed by a frozen attack much to her confusion. "That was a close one. Almost didn't make it in time." said the mysterious savior. Weiss turns to her, as she turns around to face her with clothing and an appearance that kinda reminds Weiss of her older sister but with white and stunning loose hair, and blue eyes that remind her of Flash's. "I'm so glad you're okay. You…ARE okay, right?" The mysterious woman asks the young woman with an awkward smile.

"Uh, yeah. But…who are you?" Weiss asks for her identity.

"My name is Elsa." She introduces herself, this time with a warm smile. "Came a long way to save you. Never in my dreams I imagined we'd meet like this."

"What do you mean by that?" Weiss asks for clarification, getting the suspicion that there is more to this woman than meets the eye.

She'll have to wait, as GUN forces along with a fire truck are spotted approaching the burning mansion to arrest anyone that they would catch and believe caused the destruction. "This will have to wait. We need to get out of here. Spider-Man might need our help against Mephiles. I'm sure the others are helping your teammates as we speak." A serious Elsa said.

"Others? What others?" ask Weiss, receiving no answer as she follows the mysterious huntress out of the premises.

With Yang…

BGM-One Piece: Pirate Warriors 2 OST-Speed of Sound

The blonde brawler gets pushed back to her father and dog's side after a Spider-Slayer blindsides her, allowing its fellow robots to advance towards them. Yang pushes them back with her shotgun gauntlets, when a sudden portal opens above the family and summons a short red echidna to slam a robot with a knuckle packing enough destructive force that shakes the area and shatters the remaining robots with a shockwave.

The Xiao Long family was surprised, but even more surprised to find out their savior is Knuckles the Echidna, but oddly younger. More classic. "Knuckles? Where did you come from? And why do you look shorter?" A confused Yang asks him.

Classic Knuckles scoffs at her, "Is that how people in this timeline thank someone? By insulting their height? You need to learn some manners, you overgrown bushy blonde." He stoically insults her.

"HUUUH?! Clearly you need to learn how to treat a lady, you stumpy mutt!" Yang angrily retorts, much to her father's tired facepalming and her dog's adorable barking.

With Blake…

The faunus fighter is pinned to the ground by a Spider-Slayer about to claw her eyes out. "BLAKE!" shouts MJ, and would've ran to her rescue if she didn't have to duck from laserfire from more Spider-Slayers.

Fortunately for them, their help also came from a portal that summons a wooden boomerang strong enough to free Blake and destroy the Slayers before returning to the hand of a mobian jungle badger. "Never fear, 21st Century! Sticks the Badger has finally come to free you from your robot overlords!" The wacky Sticks exclaims, striking a pose with her boomerang touching the sky.

"Friend of yours?" asked a confused MJ while helping Blake up to her feet.

"Get the feeling that would be a mistake." Blake quips, already telling that the badger is incredibly kooky.

With Spider-Man…

The Amazing Avenger and Agent Venom have been pushed to the defensive by Spider-Mephiles's dark might. He forces them to block his energy blasts before blitzing Flash with a legsweep, tripping him before roundhouse kicking him away. Spidey tries to punch the imposter, only for him to vanish. Mephiles reappears to attack the webhead, only for Spidey to counter with a web-throw towards Venom, who enlarges his fist to deliver a brutal punch that launches the demon to the back of a truck.

Annoyed, Mephiles grabs the truck and viciously throws it at the heroes. And as the truck nears them, Mephiles swiftly fires an energy blast to blow it up in their faces. He scoffs, believing to have won until he heard a mocking, "Lookie!" from a nearby Spider-Man, who used his Hyper-Sense Semblance to seamlessly save himself and Flash from the explosion and instantly knee Mephiles in the face, knocking him back. The Wallcrawler wasn't done yet. He materializes into his right hand the Chronoblade, the legendary time blade of Chronoa, to perform a special attack. "Let's have fun with this new move of mine! CHRONO CRAWLER ASSAULT!" Spidey freezes Mephiles in time before unleashing a hyperfast flurry of berserker slashes, ending with a flip and a, "BOOYAH!" that's immediately followed by a powerful quantum-charged energy blast fired from the tip of the blade.

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"GURAGH!" Mephiles grunts, left with notice wound that actually got the webslingers' interest.

"That looked to have hurt. You don't seem to be the biggest fan of the Chronoblade's power. Do you want me to web up that booboo?" Spidey jokes, noting Mephiles's apparent weakness to the Chronoblade.

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Growing more annoyed that they discovered his weakness, Mephiles decides to get serious and transform into his crystalline state while in his Spider-Man's form. "Since when could he do that?" Spidey casually ask his partner about Mephiles's transformation.

"Since he took Shadow's…shadow." Agent Venom awkwardly answered.

The eyes of the transformed Spider-Mephiles glow with purple menace as he blitzes Spider-Man with a supersonic flying punch to the face that sends him flying across the long street, swiftly web-throwing Venom along for the ride so he may smack them down with a teleporting backflip kick to their backs. He pulls back his left hand, charging it up with dark purple energy before shouting, "DARKNESS IMPACT!" and cratering the duo with a massive energy beam.

Remarkably, the duo survived that devastating attack. Took a moment for Spidey to get back on his feet, but Venom struggles to sit on his knee. "That wasn't pleasant. You okay, Venom?" Spidey asked.

"Give me a sec…Doesn't look like you've taken as much damage as me. Guessing the Chronoblade weakened his power of darkness." Flash noted.

Hovering in the air while staring down at the Chronoblade, Mephiles thinks, '"Chronoblade…" Forged from the remains of the Time Eater, infused with mystical cosmic power by ancient Chronoans as a weapon to seal Solaris…A godslaying sword, that not even I can destroy. The Chronoans were defying me, even in ancient times. It would become an irritating matter if Spider-Man masters its power.'

Thrusting his hand at the webslingers, Mephiles conjures a large pool of darkness beneath their feet, acting like a black hole that is slowly swallowing them up. "What the-?! Can't break free!" shouts Peter, as he and Flash struggle to free themselves from the black hole.

With them incapacitated, Mephiles flies down for the double kill. But his chance was shot when he senses the sudden opening of a portal beside him, which summons a futuristic, white-suited Spider-Man that nearly clawed his eyes out if he didn't dodge. "You…!" said a shocked Mephiles, seemingly recognizing this Future Spider-Man.

Suddenly, another portal opens above the distracted Mephiles to summon down a younger Spider-Man with ultimate electricity powers, which he infuses into his fist to smash Mephiles to the ground. The Kid Spidey lands, just as Future Spidey puts in incredible effort to web-pull both Modern Spidey and Venom out of the dissipating black hole.

"Why do I always find myself traveling to the past to save your shocking butt?" quips the Future Spidey, who Peter instantly recognizes.

"2099?" The surprised Peter identifies him as Miguel O'Hara, the Spider-Man of 2099, before turning to Kid Spidey and recognizes him as, "Kid?" also known as Miles Morales, aka the Spider-Man of the Ultimate Universe. "What dimensional distorting disaster brought you two for a visit?" He asks the two Web-Warriors.

"We'll explain everything later, right after we beat up your evil clone." Miles quips, as the assembled Web-Warriors confront the recovering Mephiles.

"More Spider-Totems. Including the one from 2099. I remember you…" Mephiles hauntingly stares at Miguel, "Yes, that's it! You once helped this era's Spider-Man defeat the Time Eater!"

"Got that right! And from what I was told, you were once that monster! Time I finish you for good!" Miguel retorted.

With his jet boots, Miguel flies at blinding speeds to attack Mephiles, only for him to effortlessly counter him with a kick, then does the same thing to Miles, then a teleporting kick to Peter in rapid succession. The only one to not suffer a humiliating defeat is Flash, who decides to unveil his new shoulder-mounted, symbiote-enhanced missile launchers to surprise Mephiles, firing missiles that miss but immediately come back to land a barrage of blows on his back, allowing Flash to counterattack with a knee to his gut. However, Mephiles takes the hit with relative ease and knocks Flash away.

"Still fighting with humanity, boy? You lack discipline." Mephiles mocks the soldier for denying his destiny of being a monster.

"It's true that my symbiote has caused much suffering for the people of this planet. And I keep fearing I'll one day lose control and become a monster. But just because it's an instrument of destruction, DOESN'T mean it can't be used as a force for good!" Flash argues with the dark demon, "I've proven that several times. Heck, even back when Eddie Brock was wearing this thing, he was still using it to protect people in his own twisted way. So your claim of Venom being destined as a villain was wrong from the beginning. I decide my own fate! Not you or anyone else!" He declared, which briefly annoys Mephiles.

"You tell 'im, man!" Peter chimes in as he blinds Mephiles with webbing. "Web-Warriors, partner up and Crawler Assault this fake back to the shadow realm!" He ordered, standing beside his fellow webslingers.

Rushing towards Mephiles first is Miles and Miguel, synchronizing their Crawler Assaults as they demolish Mephiles with lightning-fast blows before knocking him back with a simultaneous punch. It was then Peter and Flash's turn to handle him, with the latter opening up with a few kicks then a Venom Web that ensnares Mephiles before combining Crawler Assaults with his idol. After the demon is knocked back again, all four Web-Warriors dash at him, with both Peter and Flash delivering a backflipping diving kick and both Miles and Miguel unleashing a dashing punch.

"HYPER COMBO FINISH!" shouts Peter, as their team attack connects with Mephiles.

Unfortunately, their last attack was blocked by Mephiles but still packed enough impressive force to push him back several feet across the street. "I see…No wonder the Inheritors were defeated by you lot. Unfortunately for you, I can be MUCH more terrifying than ANY Inheritor in history, for they even feared MY power." Mephiles boasted, implying that he was holding back against the spiders.

"You seem to know A LOT about the universe. Ever considered being a history teacher?" Peter quipped.

Mephiles chuckles at his joke, finding something ironic about it as his dark aura surrounds his body, covering him as he seamlessly transforms from his Spider-Man form into his iconic Shadow the Hedgehog form. "Though my Spider-Slayers and I failed to destroy those connected to you, Spider-Man, I still accomplished ruining your reputation." He gloated.

"Wouldn't be the first time everyone hated me. Give me two…three weeks tops to restart the cycle." Peter quipped.

Mephiles laughs, "I'm afraid you don't have that much time. This world is being tested. By the end of the day, it will fail and become more divided than it already is. You will see, in time…" He goes into the cliché maniacal laughter, leaving the heroes with his ominous warning through a dark portal of his own creation.

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"Gotta love bad guys always escaping after leaving behind an ominous message." Peter joked among his peers.

"Good riddance." Flash scoffed.

"FLASH!"

"Hm?" Flash and his team turn around upon hearing a familiar voice call out his name. That voice belonged to Weiss who was worried sick about him, rushing to the Web-Warriors alongside Blake, Yang, Sticks, Classic Knuckles, and Elsa after they survived the Spider-Slayer onslaught. Seeing Weiss is okay instantly got Flash full of relief and joy as they hug in embrace, "Weiss! You're okay!"

"Idiot! I should be the one telling YOU that! What happened to you?" A smiling Weiss asked him.

"Mephiles ambushed me, but the symbiote saved my life." Flash answered.

"Seems you all survived Mephiles's attack. That's good. Thought we wouldn't make it in time." Miguel said, being really vague on why members of the Chrono Avengers are here.

"I am so happy you're okay. Glad to meet you, Agent Venom." Elsa smilingly greets the symbiote soldier.

"Yeah, uh, who are you?" Flash awkwardly asks the mysterious huntress.

"You can't tell she's that girl's granddaughter from the future with your alien eyes?" quips Sticks, nonchalantly revealing Elsa as Weiss's granddaughter from the future.

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"WHAAAAAAAAT?!" Was exclaimed by Peter, Flash, Blake, Yang, and of course Weiss, all at the same time in complete surprise from meeting Elsa Schnee for the very first time.

Elsa tiredly sighs before reprimanding, "Sticks! That was supposed to be a secret. Didn't want to ruin the timeline."

"It already is beyond repair!" Sticks retorted.

"She might be right about that." Miguel dryly quipped.

"The badger isn't lying, right? You're…REALLY my granddaughter?" Weiss asks her time-traveling granddaughter.

"From 2099. Elsa Schnee, Huntress President of the Schnee Dust Company. It's good to meet you." Elsa smiles, bowing in happiness over this moment to properly introduce herself to her legendary grandmother.

"Uh, thanks, you too." Weiss bows in response, still shocked to be meeting her granddaughter for the first time.

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"So what's the deal?" Peter turns to Miguel with an important question, "Why are you guys here? Usually when time travelers from different eras show up, it's to warn us that the timeline is in danger somehow."

"Big time. And this time, it involves the Solaris Project." Miguel answered.

"You know about that?" Peter retorts in shock.

A stern Elsa responds, "We heard everything from the Guardian of Time. Her Chrono Avengers saved us when the Project conquered our future."

"Really?" A shocked Weiss comments on the loss of 2099.

"Chrono Avengers? When did Cia form that team? Man, have I been out of this time loop." Peter joked, as he has missed out on those recent adventures throughout time.

"No kidding! You have no idea what we had to go through, going on a scavenger hunt throughout time for crystal fragments and restoring history across dimensions. And you don't want to know how ANNOYING it was to breach the tachyon dam just to get here!" Miles retorted.

"I am so lost. When did we have a tachyon dam?" Yang asked, as she is just as clueless as her husband regarding recent events in the timestream.

Before she could receive her answer, the Spider-Men minus Miguel feel their Spider-Sense tingling to approaching danger. "All of you over there, FREEZE! Raise your hands and fall to the ground on your knees!" shouts a GUN Soldier, accompanied by a massive GUN army closing in to arrest the heroes for violating the SRA, especially Spider-Man even though he was framed for Mephiles's crimes.

"Looks like we need to talk later. Let's get outta here!" said Miles, as the heroes run off to escape GUN. But unbeknownst to the military, they are being chased by mysterious red smoke that is also spreading throughout the city. Whatever it is, it's deadly. Infectious. And what's worse, it seems to be emanating from none other than Avengers Tower.

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KFX Here: That didn't take long for the Fake Spider-Man mystery to be resolved, but alas. The Chrono Avengers have arrived to save the main timeline, and Weiss finally gets to meet her future granddaughter. I know some of you may be wondering, "How the Chrono Avengers here after Kang prevented them from entering the timeline after Future Fight?" It'll be answered soon, don't worry. This mini arc is halfway done. Spider-Man had his attention. Next time the Avengers will be in the spotlight.

Braewriter of Rewriting: If you read the story summary, then yes, characters from across timelines and dimensions will get involved in this mess.

HybridKing18: Lucina may appear. Maybe not. Depends on how this story will go.

Next Time: Code Red!

Note: Check out MetalJrock's Super United Champions: The Secret War, as well as his Web of Chaos: Deadly Adventures. They're good stuff so far, so please check them out.

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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