BGM-Sonic & All-Stars Racing Transformed OST-Game Select

Sonic: I'm Sonic. Sonic the Hedgehog! Took a break from the races to prep ourselves for the Semi-Finals. In the meantime, we found out who's going up against who. My team will be racing against Jet's, and Ruby's against Cinder's. Blake's group will have the challenge of defeating Grimadoom. Before all of that, it's the Spiders versus the Fantastic Four! It's gonna be a great match! Good luck everyone!

BGM End

Race 11: Fantastic Friendly Clash

Schnee Factory, Kingdom of Atlas. Remnant Dimension.

It is Day 3 of the DX Multiversal Grand Prix. The day of the Semi-Final Races. Only 16 teams have made it this far, but only 4 will be allowed to compete in the Championship Finals. A race in the Assemble Block. In the All-Stars Block. In the Amity Block. And in the Alliance Block will decide which teams will participate in the ultimate test of speed.

Here in Remnant, the Assemble Block Finals will soon begin in this massive city-like facility owned by the Schnee Dust Company. Atlesian robots and weapons and Dust are churned out nonstop at this futuristic factory, protected by a myriad of Dust-empowered traps that will be awesome to avoid during the race, with high structured buildings with lights that follow the perimeter on most of the facility.

'The first of the Semi-Final races will begin in 10 minutes! Please convene at the gate prior to that time!' announced through loudspeakers by Lisa Lavender, while Team Spiders are walking past a couple of civilians.

"Y'know I'm surprised. We made it this far without running late to a race." Spider-Girl said.

"You just jinxed us. You're grounded." Spider-Man quipped.

"You can't ground Spider-Girl. You're not my dad." Mayday snarked at her father.

"Technically I am, just younger and more handsome and from another dimension." Peter snarked back at his daughter.

"You're young enough to be my brother. Just as Uncle Kaine is as old as Benjy." Mayday joked, referencing her little brother.

"Please tell me you didn't compare me to a baby?" Scarlet Spider retorted stoically.

"Yes I did." Mayday quipped.

"Swell." Kaine remarked sarcastically alongside his mask that's hiding his annoyed frown.

"WEBHEADS, SLOW DOWN FOR A SEC!" shouted Yang, happily rushing to greet the spiders with some snacks and a drink she bought for herself for when she watches them race.

"Yang!" Spidey smiled, happy to see her.

"Get lost, Blonde-for-Brains! We have a race to win!" Scarlet insulted, who is forever annoyed by her presence.

"Then get out of my face, Scarlet Scrub! I just want to talk to Pete for a bit!" Yang retorted angrily at the annoying clone.

"Whatever!" said Scarlet before walking ahead.

"Don't be late, Dad!" said Spider-Girl before joining her uncle.

BGM-Sonic X OST-Encounter with Chris

It's just the two alone. Spider-Man and Yang. The ex-couple that loves to feel awkward toward each other, starting with Spidey rubbing the back of his nervous head asking, "So, what do you need?"

"Just, uh, want to wish you good luck." Yang replied, just as shyly.

"Oh. Thanks. Definitely gonna need it. Not often I make it this far in tournaments. Did you…wish Johnny the same?" Peter asked awkwardly.

"I did, but he made it sound like he didn't need it. Unlike you who loves to be a nervous wreck." Yang quipped.

Peter chuckles, "Yeah that's me. The Amazing Shy-Spider." He joked, which earned an adorable giggle from his ex-girlfriend before awkwardly trying to leave, "I should probably go before Scarlet gets angry."

"Hold on!" Yang stopped him for another solemn moment, causing the ex-couple to stare at each other's beautiful eyes. "Promise me. If we both make it to the Finals…" With a serious look, she request to him, "Don't hold back. I want to race you at your best."

Smiling solemnly behind his mask, Peter retorts, "Sure. Looking forward to it.", which warms his ex-girlfriend's smiling heart.

"SPIDER-MAN!" Loudly earning his attention is Blake as she rushes to greet her spider-boyfriend, "What are you doing? Your race is about to start."

"I, uh, was uh…distracted." Peter retorted through the extreme fluster in both voice and expression.

The teasing Blake smiles, "Don't get cold feet now. I'm rooting for you to win so the two of us could race each other in the Finals. I'm really looking forward to it."

"Oh. Me too." said Peter, since he just promised the same thing to his ex-girlfriend.

"Hurry up!" Blake drags him away by his hand. "You too, Yang!" She urged her partner to follow them to the racing area.

"Yeah I'm coming…" Yang muttered to herself, depressingly as it feels like she'll never get back together with Peter.

BGM End

Shortly After…

BGM-Sonic Free Riders OST-Get Ready for the Big Event

The final Assemble Block race is about to begin, starring 4 marvelous semi-finalist teams. There is Team Spiders of course. But there is also Team Fantastic of Earth, consisting of Invisible Woman and The Thing and led by Human Torch. As well as Team CFVY of Remnant, consisting of Yatsuhashi Daichi and Velvet Scarlatina and led by Coco Adel. And lastly Team Freedom of Mobius, consisting of Rotor the Walrus and Nicole the Holo-Lynx and led by Sally Acorn.

Among the massive group of spectators ready to watch the race from the bleachers are Mary Jane, Team RWBY including Blake and snacks, and Mister Fantastic with his young kids, Franklin and Valeria, with all of them just as excited as the other for this inevitable epic race between friends. "According to my calculations, this will be a fantastic match." Reed smiled.

"Yup." Weiss smiled at that statement.

"Mind if we sit with you guys?" asked Flash Thompson, suddenly joining them alongside Liz Allan so they can cheer for their friendly neighborhood superhero.

"Sure, Flash. Take it your team lost yesterday?" Ruby grinned.

"Damn those Babylon Rogues. We couldn't keep up at all." Flash retorted, revealing his defeat in this tournament. "At least I can still support my boy Spidey." He said, turning to his hero shouting, "KICK THEIR ASSES, SPIDER-MAN!"

At the starting area, Johnny confronts his webheaded rival by taunting, "Hey Slappy, ready to see which of us is the fastest in the world?"

"Let's get this started. Get ready to be the match that'll light my victory cake!" Spidey quipped cockily.

"Heh, sure. You're on, Spider-Man!" Johnny smirked confidently.

"SPIDER-MAN! REMEMBER TO BE FREE TO BE YOU IN THE WIND!" Blake cheered for her boyfriend.

"GIVE US A SHOW! BURN THE COMPETITION, JOHNNY!" Yang shouted whilst cheering for her boyfriend.

"SURE THING, BABE!" Johnny smiled at his girl, before smirking at his rival, "This race will also decide which of us has the better girl."

"Let's NOT drag them into this." Spidey retorted with a tired facepalm.

"I had a feeling we'd be seeing your family in the semi-finals." Invisible Woman said to the spider-family.

"Try to make this interesting, alright?" Thing taunted them.

"We'll do more than that. We'll crush you all in a blink of an eye!" Scarlet Spider mocked.

"Our family is more amazing than you guys are fantastic! Just wait and see!" Spider-Girl declared, eagerly determined to help her family defeat the Fantastic Four.

"The Grand Prix semi-finals are set to begin, and everybody's already on the edge of their seat, eager for the main event! This is one race you WON'T want to miss!" Lisa Lavender commentated toward the cameras right before the race begins.

BGM End

BGM-Sonic Free Riders OST-Theme of Final Factory

All Riders stand ready atop their Gears as the countdown reaches zero, and the instant it does everyone sends themselves flying at top speed onto the urban course. This track sports tricky sharp turns and pathways a plenty, with one shortcut being exploited by Coco and her handbag minigun that mows down barricades that leads to a narrower alternate path that takes her into a factory before others.

At one part of the course, it is Spider-Girl versus Velvet. Both agile and athletic, countering each other's attacks that makes them look evenly matched. That is until Velvet uses her special power to study her rival's moves, barely avoiding her flying kick and retaliating with the exact same kick that nearly knocks May off her board. "Hey, that was my move! Do you have photographic memory?" Mayday deduced.

Velvet smiles, "That's right. It's my Semblance."

"Nice. If you know my moves, you know I'm gonna wreck you!" May quipped while striking her with a powerful Web Strike Punch, stunning her for a Web Throw that hurls her far back.

"That'll be surprising!" snarked Velvet, unleashing a roaring boost from her Gear in midair to quickly surprise the girl spider with her return and a punch across her face.

As Sally performs an astonishing air trick off a ramp, her teammate Nicole has engaged in an unexpected clash with Yatsuhashi and Thing. The tall Beacon student strikes her with his greatsword, which did nothing as the attack harmlessly cuts through her surprisingly holographic body. "You're a hologram!" Yatsu realized.

"I'm an A.I. capable of manifesting a physical form thanks to my unique Gear Part." Nicole smiled.

"Can we still hurt you?" Thing snarked.

"Quite the opposite." Nicole quipped while projecting a computer screen for her to interact and mess with her rivals, "With the addition of me tampering with your Gear specs." She proclaimed, hacking the two's Gear temporarily just to slow them down, shouting, "NOW!", for her teammates, Sally and Rotor, to surprise them with simultaneous powerful attacks that paralyze them for now while Team Freedom races ahead of them.

Glancing back, Johnny notices Team Freedom and disrupts their pursuit by combining his fire powers with his Gear-created tornado to form a powerful fiery whirlwind. "What's the matter? Was that fire tornado too hot for you guys?" taunted Torch, with the attack blowing away all but Rotor, who narrowly avoided it in time to catch up with Torch alongside Spider-Man and Coco.

"Nah, it was quite nice actually. This kingdom is cold, both figuratively and literally." Rotor quipped.

But then, right after tricking off a ramp, the four lead racers find themselves riding to be inserted into some kind of weapon mechanism. "This is…We're inside a giant cannon!" Rotor analyzed, much to his rivals' shock.

"SERIOUSLY?!" The surprised Torch retorted.

"Looks like." Coco responded calmly.

"We're gonna be shot out of a cannon?! Is this how the Schnees distribute Dust across the planet, because that's both cool and crazy!" Spidey quipped, immediately before they are all shot out of the massive factory cannon screaming, "WHAAAAAAOOOOOOOOO…!", until they are high in the sky and skydiving through facility structures before they can race safely back on the ground, "Whew! Let's do that again two more times."

"With me in the lead." Johnny quipped while stealing the lead from his friend.

"Wrong, with ME in the lead." Spidey snarked while retaking his lead.

"No with ME!"

"ME!"

"ME! ME! ME!"

"ME! ME! ME! AND ONLY ME!"

Growlingly butting heads at each other, Spidey and Torch engage in a brief, and rather childish fight across the track even after entering Lap 2, which embarrasses their respective girlfriends for a bit. "Our boyfriends are idiots." Yang grinned sheepishly.

"Yup." Blake sweatdropped embarrassedly.

"FLAME ON!" Torch ignites himself, increasing his speed awesomely and hurtling powerful fireballs that keeps Spider-Man on his toes. The Amazing Webslinger quick steps from his flames to tie him up with super strong webbing, slowing him down briefly until he burst out of his webs.

Suddenly, Spidey feels that familiar tingling sensation in his head that gets him exclaiming, "Oh god!" He sensed Thing had just thrown a Bowling Strike at him, allowing Spidey to barely dodge out of the way by jumping to the nearest grind rail and quipping, "Hey Rocky, I think you lost this!", before throwing it back towards Thing, who easily smashes through the giant bowling ball with his fist. The Fantastic Puncher then punches the ground so hard he causes explosive shockwaves all around him, causing Spidey to lose his balance and fall off the rail to be blasted by Human Torch, slowing him down to the 3rd place position behind the Fantastic Duo, "Agh! Okay! Any Webhead interested in backing me up? Would really appreciate it!"

"Busy for a moment!" retorted Scarlet Spider, using his spider-stingers to clash fiercely with Sally's Ring-Blades. Unbeknownst to them, Velvet is studying their moves with her Photographic Memory Semblance. She takes it a step beyond, using a strange camera to snap a photo of the Ring-Blades for a surprise later on.

Yatsu suddenly appears, breaking up the fight between spider and chipmunk with a mighty slash from his sword that enrages Scarlet to jump into the air and punch out a devastating hellfire blast that overpowers the huntsman's defense. As soon as Scarlet lands back on the ground however, he crashes into an invisible wall like a fly on a windshield while Sally rides past him with a stern look of realization. "It's Invisible Woman! Where is she?" Sally worriedly looks around for the invisible superhero, before glancing at, "Nicole, can you detect Invisible Woman?"

After a quick scan of the area, a surprised Nicole retorts, "ON YOUR LEFT!", just as the smirking Susan unveils herself to blow away both Freedom Fighters with invisible blasts.

"WOOHOO! Look at me flyin' in style!" hollered Spider-Girl, making a sharp turn with an amazing web-swing that is quickly intercepted by Coco's minigun cutting the web and causing her to crash into factory stuff. "Not cool." She grunted, quickly recovering to pursue the CFVY Leader leaving behind a turbulence that Rotor takes advantage of, catching up and overpowering her with a tornado move.

"Such a fierce race! All the racers are not letting up on each other! With every lap, their skills grow in ferocity to better challenge their rival for the lead position! Now the final lap approaches! Which of the four teams will be our first finalist? It's still anyone's game!" Lavender commentated on the exciting race so far.

"Spidey and Torch are still neck and neck." Weiss noted interestedly.

"Not surprising. Those two have been racing each other for years, to the point of knowing each other's moves. One of them will need a secret weapon if they want to win." Mary Jane remarked.

"FASTER, GUYS, FASTER!" Ruby happily cheered at her racing friends.

"LOOKIN' GOOD! SHATTER THE SPEED LIMIT, SPIDEY!" Yang cheered, only to embarrassedly realize she just cheered for her ex and corrects herself, "I MEAN, JOHNNY! I MEAN-!"

"There's nothing wrong cheering for both." Ruby told her sister.

"I know. It's just…" Yang retorts, feeling sheepishly shy and conflicted on who she wants to win, and who she loves more.

Back to the race, the racers have just made it to the final lap that will decide the finalist team. Most of the racers are spread out across the track, most away from their teams, such as Spider-Man racing a mile ahead of his teammates. "Papa Spidey, we could use a shortcut!" Spider-Girl shouted at her father for assistance.

"One Web Grind Rail coming right up!" Spider-Man quipped, firing a webline from his wrist to a structure nearest to his faraway teammates. Swiftly with equipped Grind Skill Gear Parts, May and Kaine grind on the makeshift rail that helps them reunite with their leader at spectacular speeds, with Peter letting go of the webbing to prevent rivals from abusing it.

"Creating his own grind rail to help his teammates catch up! Amazing teamwork from those Spiders!" The impressed Lavender smiled.

"Nice!" Blake cheered excitedly at her favorite spiders.

BGM End

"Betcha we can one up that!" Johnny quipped, shooting a smirk at, "Ben!", to signal him into busting out their secret weapon.

Chuckling cockily, Thing exclaims, "IT'S GEAR CHANGIN' TIME!"

BGM-Marvel Future Revolution OST-Invincible Tech (Iron Man Theme)

Simultaneously, the members of Team Fantastic transform their Extreme Gears into hovercrafts. And that is shockingly just the begin. Once they were in range of Ben's, both Johnny and Susan fuse their hovercrafts seamlessly with his using fantastically advanced technology, remaking itself into one large hovercraft sporting the Fantastic Four's insignia.

"Is that the Fantasti-Car?!" Spider-Man reacted in utter surprise and amazement.

"Even better! Ladies and gentlemen of the multiverse, say hello to the FANTASTI-GEAR!" Human Torch revealed with such overwhelmingly excited enthusiasm, "AH YEAH, BABY!"

Just as fantastically amazed as the rest of the audience, Ruby exclaims, "That is-!"

"SUPER COOL!" Yang finished for her sister, "Johnny never told me they could merge Gears!"

"I told him to keep it a secret until the event of an emergency." Reed glanced at her a proudful smile, "I designed their Gears with the latest technology found on Earth and several other worlds, based on research of all I know of Extreme Gear. My family is struggling in the final lap. Teamwork is the key for them to utilize the Fantasti-Gear's limitless properties!"

"Give us a boost, Matchstick! Sue will cover our backs!" ordered Thing, being the main expert pilot of the Fantasti-Gear.

"Hope you're ready to handle it cuz I ain't holding back!" Johnny quipped.

By Johnny infusing his flames into their vehicle, the Fantasti-Gear evolves into a new level of superspeed that surrounds it with a fiery aura and zooms way ahead of all opposition whilst leaving a flaming trail in its wake. "Damn that's hot, and not the way I like!" The annoyed Scarlet Spider commented.

"Don't give up! After them! Full speed ahead!" ordered Spider-Man, with Team Spiders blasting off at their maximum speed in hopes of catching up to their seemingly unstoppable rivals.

"Creating your own Gear Armor and merging Gears…? Tony Stark and Doctor Richards really are geniuses!" Rotor admired the dimensional scientists for expanding on his world's Extreme Gear technology.

Quickly, Sally spots someone catching up to her team and exclaims, "Admire them later! Incoming!"

That someone was Velvet rocketing at Team Freedom with her own holographic pair of Ring-Blades, combining that with the savage fighting style of Scarlet Spider to overwhelm the mobians until Sally deflects away a powerful attack. Then comes Yatsu with a roaring swing that Sally evades, swiftly leaving her open to be smacked by Coco's handbag then saved by Nicole's shields that protects the team from her transforming minigun. "Copying others' moves and weapons…Not to mention your team's well-coordinated. You three will make fine huntsmen!" Sally smiled, complimenting Team CFVY.

"Thanks. Might not be enough to beat Team Fantastic, so let's enjoy ourselves 'til the end." Coco grinned back at Team Freedom.

Shifting to a cocky smirk, Sally retorts, "Bring it!", before both teams engage in a fearsome clash that won't help either steal 1st place at this rate, but it will be fun and that's all that matters in the end.

BGM End

Meanwhile with the other two teams, they are in the middle of skydiving after being shot out the giant factory cannon. This is Team Spiders' moment to strike the Fantasti-Gear with everything they got in one of their last moments to overcome it and win the race. Scarlet Spider assaults it with fiery web blasts. Spider-Man tries slowing it down with webbing. Spider-Girl refuses to give up while striking it with a Target Torpedo. Almost all attacks are deflected by Invisible Woman's forcefield, but they are relentless and its weakening her with every passing second.

"Keep up the pressure! Her forcefield won't last much longer!" Spider-Man commanded his team.

"How close are we to winning…Can't keep this up…" Susan grunted, struggling to maintain her shield.

"Hold on, Sis!" Torch gives their ride another fiery boost that sends them flying away from the Spiders' assault.

"Just a few more turns and we'll be winners!" Thing proclaimed, keeping his team ahead in the race.

"Dammit!" Kaine cursed as his team land back on the track, "At this rate, we'll lose! Not to mention I'm gettin' low on Air!"

"Same here, but no time for a pitstop! We're lagging behind! The one with the most Air needs to use it all in one burst so we can ride their turbulence! A sonic boom should shatter her forcefield! Disrupt them just enough for us to win but barely!" Mayday said, laying out their decisive plan to win the race.

"Leave it to me!" Spider-Man retorted, "Got an idea! It's a longshot, but-!"

"Whatever! Just do it!" May interrupted him, much to her father's shock.

"Spider-Girl…"

"We believe in you! Just believe in yourself! You have so many cool adjectives for a reason!" May advised her father, placing her absolute faith in his idea.

Unwilling to ever let his future daughter down, Spider-Man pauses to breathe deeply, closing his eyes to help him focus. To help him think. To help him become one with the wind by recalling his friends' advice, 'To be the fastest on Extreme Gear, I have to become one with the wind…Let go of all self-doubt…Believe in my own potential to surpass my limits…Be free to be me in the wind…Just gotta be free…Free…'

BGM-Mega Man Network Transmission OST-Hero Theme

Transitioning himself into a relaxed expression, Spider-Man opens his eyes after understanding the key to win the race, "I got it!"

"Just another mile…!" Thing exclaimed, staring at the finish line in the distance.

"Johnny…Peter…" A worried Yang muttered from the sidelines.

"It's been nice knowing ya, Webs! Victory is mine!" Torch taunted his rival.

"We'll see about that." Spidey quipped calmly.

"Huh?" Torch retorted in confusion.

Seamlessly, wind is being drawn around the Amazing Spider-Man as he proclaims with all confidence in this voice, "Take a look at this! I'm gonna show you what true speed really is!" With a swirling aura of wind enveloping both his body and board, Spider-Man launches himself forward with an unbelievable burst of speed so breathtakingly great that it utterly demolishes the sound barrier, as well as devastatingly shatter the forcefield that shielded the Fantasti-Gear.

"WHAT THE HELLLLL…?!" The surprised Torch yelled, with the massively powerful turbulence left behind in Spidey's wake severely blowing away both his flames and the Fantasti-Gear.

"IMPOSSIBLE!" Reed reacted in amazed shock from Spidey's new speed.

"He did it!" Blake exclaimed with a fist pump, realizing in happiness that her boyfriend managed to unlock the true potential of Extreme Gear.

"It's a miracle! Spider-Man has made a miraculous comeback!" Lavender excitedly commentated.

"Let's hop on, Uncle!" May urged him.

"Yeah!" Kaine retorted.

Both spiders web-zip onto their leader's slipstream and immediately find it to be so amazingly powerful to ride that they were afraid they would be torn to shreds. Once they adjusted, it was just a comfortable surf toward the finish line. "URRRRRAAAAAAGH!" Spider-Man roared ferociously until Team Spiders passes the finish line in 1st place.

"We did it!" Mayday exclaimed victoriously.

"That overwhelming speed from just a single Extreme Gear! What a comeback! Team Spiders won the race with one blow!" Lavender commentated.

"SPIDEY!" Flash cheered.

"He mastered the Extreme Gear!" Ruby proclaimed, much to her overwhelming joy.

"They made it to the Finals!" MJ noted, happily sharing a high-five with Weiss and Liz to celebrate the Spider's victory.

"Awesome, Spider-Man! Just…wow!" Blake smiled lovingly at him.

Sighing through the loud cheers in smiling relief, Yang mutters, "Amazing.", that subtly expresses who her heart was truly rooting for.

BGM End

BGM-Rockman. EXE Sound Navigation OST-Rockman's Theme Pierce Through the Wind (Ballad Ver.)

"I gotta hand it to you, Spidey. I couldn't touch you at the end there." complimented Johnny, approaching the victorious team with his Team Fantastic.

"Your fault for pushing me beyond my limits. That was an awesome race, Johnny. Same with that Fantasti-Gear. Super cool." Spidey replied.

"I know, right?" Johnny smiled happily.

"We'll do heaps more research on Extreme Gear for next time! I can just feel Reed already getting started." Susan joked with a smile.

"I think my Reed is still stuck in another dimension. Still can't believe our tech proved to be better than his." Spider-Girl quipped.

"Next time, things'll go down different." Thing declared.

"A challenge'd be nice." Scarlet Spider snarked.

Before the teams go their separate ways, Johnny has one last thing to say, "Good luck in the Finals, Webheads. Your team isn't just amazing. You're as fantastic as this family. All of you are going to crush it! I just know it!", before offering a bro-fist to the best friend he considers a brother, Spider-Man.

"Thanks, man. We'll win. Watch us!" Spidey declared determinedly whilst accepting the bro-fist.

"Oh we will! That's a promise!" Johnny smiled proudly, with everyone looking forward to the championship now that Team Spiders is officially confirmed to take part in it.

BGM End

BGM-Sonic & All-Stars Racing Transformed OST-Main Menu

KFX Here: I'm not sure if I mentioned this before, but if I did allow me to repeat myself. The love triangle between Peter, Yang, and Blake in this remake series is inspired by the love triangle between Peter, Gwen, and Liz from the Spectacular Spider-Man TV show. Thought I throw that in there, for the curious. Also, at the time of this being published, Sonic Frontiers is like 3 days away. Already have the game preordered. Can't wait to play it. So if things slow down there, it'll because I'm having too much fun playing Sonic Frontiers.

Guest (Chapter 12): It's possible I will do a Sonic Frontiers adaptation in the future.

Next Time: Legendary Wind Masters! Sonic vs. Jet!

Please leave a review that'll tell me what you thought of this chapter! What did you like? What didn't you like? Would really appreciate the feedback.

Attention fellow Omega Flight Agents! I have downloaded the newest Marvel mobile game, Marvel Future Revolution, and I'm having a blast so far! If you also have the game, feel free to send a friend request to "KingFrancisX" and join my alliance under the name "UnitedHeroes" so we may have fun together! I'm usually in the "Sakaar 1" server room!

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

BGM End