BGM-Sonic Heroes OST-System Screen: Select

Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! Can't believe Tony was serious about holding a Multiversal Grand Prix. That's super expensive, just like the entry fee. Guess I don't have to worry about paying for everyone's since they got summer jobs. Huh? Madame Web? Are you here to warn me that something bad is going to happen again? Wonderful. Just when my summer started.

BGM End

Issue 5: Webbing on the Beach

New York City

BGM-Sonic Adventure OST-The Past

Just an ordinary night at the city that never sleeps. Half of its citizens are trying their best to catch a snooze, while the other half are taking casual strolls down sidewalks. And what both sides ignore is a sudden fog spreading throughout the city. Now a fog during this season is normal, but this particular one is infused with sinister secrets that will change people from the inside out. Their DNA is being rewritten, granted with an enhanced chromosome pattern similar to that of a spider. This just doesn't happen to one person. Or a dozen. Or hundreds. Or thousands. Nearly 8 million people are currently having their DNA mutated right under their nose, and it's all because of the mysterious fog that is being released from exhaust ports in the ocean controlled by a Jackal conversing with another mad scientist through their comms.

'I have granted your wish, Doctor. The virus is now being spread throughout the city as a harmless summer fog. These fools have no idea what they're breathing in or how much it'll change them.' said Jackal.

'I'm surprised it was done sooner than expected.' responded the one and only Doctor Doom, being the one talking to Jackal.

'Gotta love ISO-8 and a team of your own clones. It makes creating deadly viruses so much quicker.' Jackal quipped.

'Then continue observing your experiment as we move onto the next phase of our plan.' Doom ordered.

'Oh, I intend to.' Jackal said ominously, breaking out into maniacal laughter that would scare the entire city if they even knew what is happening to them.

BGM End

The Next Day…Outside the Parker Residence

BGM-Spider-Man 3 (Game) OST-Daily Bugle #1

"The Manhattan Beach sounds like the perfect place to get away from it all! You can hang out at the beach, float in the crystal clear ocean all day long, or have fun at the many sporty courts, then host a barbecue as you watch a spectacular sunset." Yang thinks of all the fun activities to be had at the beach, "It's gonna be a blast, I know it! Glad we were invited for the beach party over there!"

At this moment, the Dimensional Avengers are getting themselves ready for a relaxing trip to the beach after they were invited to a huge party by Liz and Flash the other day. Everyone but Sonic are packing their beach stuff inside Mary Jane's car, as the blue hedgehog's busy relaxing on the roof of Peter's house.

"Why couldn't they host the party at the Coney Island Beach? I wanted to ride their roller coasters." Ruby complained.

"Patience, my little sister. We're planning to go to Coney Island another day." Yang smilingly told her.

"Awwww…"

"Don't remember the last time I went to the beach. Should be exciting, won't it, Weiss?" asked Blake, smiling at the heiress that is equally excited for the beach.

"It definitely will!" Weiss grinned.

"I'm ready too, guys! We should leave before traffic gets intense." Tails advised his pals, just as eager to hit the beach as them.

"Alright…" Peter muttered while placing the final essentials that could fit in the car. He smiled happily, "That should be everything fun for a wonderful beach day. Sonic, hold the fort 'til we come back!"

"Huh?! Sonic's not coming?!" retorted Ruby, surprised to hear Sonic may not be joining them.

"He hates water, ya know. Dude can't swim." Peter reminded her of the hedgehog's fear of oceans.

Suddenly, the Blue Blur zips to his side with a grin retorting, "Not an excuse to come and relax as long I'm not touching water."

"What?" exclaimed the confused Peter, then is left swiftly surprised by Sonic zipping into the house and coming out with his own beach gear, "Oh come on! You're ruining my plans! Now I need to find a way to fit 'em in the car!"

"Your fault for miscalculating." quipped Sonic as he walks away from the annoyed spider-hero.

After the last-minute preparations, which made the car a little crowded to sit in, the gang is happy and eager to get on the road to the beach. "Next stop, Manhattan Beach. Here we go!" smiled Mary Jane, putting the pedal to the metal as they drive off.

BGM End

Later at Manhattan Beach…

BGM-Sonic X OST-Emerald Coast Resort

The Dimensional Avengers switched to sensational beach outfits just before walking into the beach and be left amazed at how beautiful the coast with blue skies is. Dozens of teens from Midtown High were invited to have fun in this huge beach party brimming with activity, with teens competing in sports, surfing the waves with boards or Extreme Gears, or enjoying a nice sunbath as they take a sip from their drink.

"Wow. It's like everyone from school came here." MJ commented.

"This place is UNBELIEVABLE!" Yang excitedly remarked.

"It sure is, Yang! I'm really glad we came." said Tails.

"And we'll have even more fun once we join the party!" Sonic smiled.

The only one unsure about how much fun they'll have is Peter, who's looking nervous about something. As the gang set up their little campsite on the comfortable sand, he tells them, "This may've been a mistake. Should've stuck with the original beach plan."

"You're the one who accepted the invitation to impress that Liz chick." Sonic remarked while setting up his beach chair and stereo while thinking of grabbing a drink for his table.

"I dunno what you're talking about. I'm just not used to parties is all." Peter claimed.

"You're a terrible liar. We all know you have a crush on her." Weiss refuted.

"No I don't!" Peter retorted.

"Oh my gosh! You guys made it!" Liz Allan startles Peter as she suddenly approaches the group in a sexy beach outfit that would make any boy head over heels for her, "Nice swimsuits."

"Hey Liz." MJ casually greeted her friend.

"H-Hey Liz…" Peter nervously greeted his crush, resulting in Weiss rolling her eyes at the terrible liar.

"I'm so happy you guys came. There's food, drinks, contests and games. Help yourself." said Liz, expressing her happiness.

"What a great party." Peter shyly complimented her.

Liz smiles, "Thanks. Flash is hosting it, but I pretty much organized everything. It's been one stressful year between exams and supervillain attacks. It's my duty as class president to make everyone happy. Hope you're happy." She said directly to Peter.

"Yeah, I am." Peter expressed a small smile.

"Well, you all have fun!" Liz said before walking away from her new friends.

"Bye!" Tails waves goodbye to the girl.

"Dude, she seriously has a crush on you." Sonic said to Peter while relaxing on his chair.

"She does?" Peter expressed surprise at this possibility.

"Good Gaia, you're dense. Sweep her off her feet with whatever awesome a spider can." Sonic suggested him a way to win Liz's heart.

"And risk my secret identity?" Peter retorted, "She has more of a crush on Spider-Man than plain ol' me. Peter Parker is a loser in this dimension. This isn't Beacon. Not everyone at my school knows I have superpowers. Gotta keep a low profile. Ya know, just gonna…be myself."

"Peter, no one wants that." Ruby quipped while putting up an umbrella that provides them shade.

Offended by her innocently harsh comment, Peter mutters out, "Rubes…"

"It's her loss for not loving a plain ol' nerd." smiled Yang, flirting with Peter while dragging him to the ocean, "C'mon, let's start the fun with a banging Yang!" She exclaimed, rallying her friends to begin their fun at the beach.

BGM End

BGM-Sonic Heroes OST-Sea Gate

Playing on the beach is Ruby sculpturing a sandy version of Crescent Rose that she is very proud of right before being amazed by Tails and his larger sandy Tornado sculpture. Sonic is enjoying his relaxation on his lounge chair, taking a sip from his drink before playing his radio to some funky tunes that he bops his head to. That was all disturbed by Mary Jane and a few kids cannonballing into the ocean, splashing chilling waves on the hedgehog that got him groaning in annoyance.

Snorkeling underwater is Blake, chasing the local fish while constantly glancing at the beautiful scenery she is swimming through. Weiss got herself some margarita that she takes relaxing pleasure to drink before being interrupted by Peter blasting her in the face with a water gun. Peter laughs at her, enticing the sly heiress to surprise him with her own water gun as they battle it out alongside other teens, with one male teen accidently blasting Sonic off his chair with a water cannon. "Sorry!" The teen shouted, with the soaked Sonic accepting through another annoyed groan.

To better avoid any water this time, Sonic joins in a frisbee game between himself, Peter, Blake, and Ruby. Game was intense with strong throws and last-second catching leaps, yet even without use of their powers it was a good time for everybody. Same for the rest of the team, with Tails, MJ, Weiss, and Yang surfing big waves alongside other kids in a little competition.

"Not bad, Tails!" MJ complimented the fox's surfing skills.

"Thanks! I've had practice!" Tails smiled.

"Check me out!" exclaimed Yang. The confident huntress keeps cruising through one big wave until she reaches the top to perform one highly impressive aerial trick, smirking all cool and cheery while leaving spectators stunned by her skills.

BGM End

"Whoooa, that girl's good and cute. Know who she is, Flash?" One Teen asked their famous football star about Yang.

"Nope. Saw her hanging out with Puny Parker the other day." replied Flash, before smirking out a devious idea, "Think it's time I properly introduce myself."

BGM-Sonic X OST-Amy's Hammer

Right after watching Yang finish surfing with her friends, the Midtown Bully saw this as an opportunity to talk to her. "Excuse me, cutie. Flash Thompson." Flash flirtatiously introduces himself to the huntress.

"Yeah, we met." Yang quipped.

"I know. Glad you and your friends accepted my invitation to this awesome party, but I don't think I caught your name." Flash requested from her.

"Sorry, but I don't give my name to bullies that suck at flirting." Yang snarked with an adorable smile that embarrassed Flash in front of his laughing friends.

Annoyed that is flirting is failing him, Flash angrily retorts, "I've stopped picking on nerds a while ago! I'm a changed man!" The bully claimed before noticing his best pal, Kenny Kong, passing and signaling him to throw his volleyball, "Kong, go long!" He hurls the volleyball like a fiercely fast football that his friend narrowly missed, allowing the ball to accidently slam right into a nearby Peter's face with the force to knock him down.

"PETE!" Yang shouted in surprised concern as she hurries to her ex's side.

"Whoops! Sorry, Parker! That wasn't on purpose this time." Flash grimaced, earning a red-eyed scary glare from Yang.

"He's really playing it out this whole secret identity thing." A deadpanned Sonic noted that Peter could've easily dodged that hit if he wasn't hiding his powers.

"You better too if you don't want me to hide you in the ocean." Weiss playfully threatened the hedgehog to keep his own secret identity.

"I-I'll do my best…" sweatdropped the scared Sonic.

BGM End

"Are you okay?" Yang tended to her ex-boyfriend in concern for the wounds on his face.

"Fine…Just a little surprised. Don't remember Flash hitting so hard before." said Peter, thinking the strength of that throw felt oddly superhuman from Flash. He brushes it off as his mind still reeling from the pain as he stands back up with Yang's help, just as Liz Allan rushes into the scene.

BGM-Spider-Man 3 (Game) OST-Daily Bugle

"FLASH!" The angry Liz surprises her boyfriend, "How many times do I have to tell you? Stop causing trouble! We're on vacation!"

"It was an accident! Wanted to do a little training with Kong before the tag-team volleyball tournament." Flash retorted.

"What?! I thought we were going to be partners!" The surprised Liz expressed.

"Yeah, but that was before Kong showed up. Thought he wouldn't make it." Flash revealed.

Liz scowls, "Unbelievable…Now who am I supposed to partner up with?" She tries to think of someone she can ask out for the volleyball tournament but no one comes to mind. Until, a glance at Peter gives herself a wonderful and sly suggestion. "Petey!" She smiled at him.

"Me?" The confused Peter points at himself.

"Why him?!" A jealous Flash shouted.

"He's smarter than you in more ways than one." quipped Liz, taking her crush away from Yang so she could affectionally arm-hug him herself, "I'm sure the two of us together could devise a strategy to win. What do you say, Peter? Want to partner up for volleyball?" She asked him kindly and cutely to the point that he can't refuse her.

"Uh, sure. You got it!" Peter confidently accepted her request.

"Great!" Liz happily hugged him, "Meet me at the court in 10 minutes!" She smiled before leaving alongside Flash, who gives the hidden hero a death glare for basically going on a date with his girlfriend.

"Aw man…Would've liked if we were partners for volleyball." Yang frowned, expressing her sadness over losing a better chance to hang out with Peter.

"Sorry." Peter apologized.

Yang sighs, "That's okay, I guess…" which made Peter feel really bad as he takes a second to think of a way to cheer her up.

"We can still have fun after the tournament. Maybe just the two of us." Peter suggested, albeit a little awkwardly.

"Really?!" Yang liked that idea, so much so that her stomach growls in embarrassment. "Heh. Can't have fun on an empty stomach." She chuckled, with cheeks blushing bright red.

Peter beams, "Hot dogs! We can eat before the tournament! I'll be right back!" He promised as he runs to get their food, leaving Yang to stare at his back affectionally with a smile as she feels she has a shot of reconciling their lost love.

BGM End

Peter made his way to a boardwalk to find the hot dog stand and something fun they're hosting: A eating contest that several people around seem to be interested in joining. "Come one, come all to our annual summer challenge!" announced by the Host wearing a hot dog suit, "Beat our Boardwalk Chili Dog Eating Champion and you'll win the cash prize!" He gestured to a covered plate holding hundreds of dollar bills.

Sonic is amongst the crowd that is super excited for any challenge involving his favorite food in any dimension, raising his hand to get the Host to choose him as one of their contestants, "We have a challenger! Step up!"

But, to the sights of no one but Peter, the cash prize dropped out of its container. "Hmm…" Peter murmurs, looking to find two thieves racing to their escape van with the stolen cash. The van is home to other crooks like them, and their armored boss outfitted with awfully familiar Vibro-Shock Gauntlets as he gives the command for the van to flee the scene. "Shocker?" Peter recognized one of his baddies, "His goons stealing from a chili dog contest? That's a new level of laughable." After making sure no one is looking, the spider-vigilante heads to the back of a building with his backpack that he unzips to reveal his costume, "Peter Parker might need a vacation, but Spider-Man could never rest. Just got to get this over with quickly. So that I can get back to Yang with those hot dogs then join Liz at volleyball."

"Let me help."

BGM-Spider-Man 2 (Game) OST-Black Cat Crossed Your Path

"GAH!" Surprised from hearing Blake's voice, Peter turns around to confront the faunus just casually standing there in her swimsuit, "Blake?! N-No. Sorry. Stay here. I can handle Shocker in my sleep. The rest of you have fun." He ordered her, wanting to fight crime alone.

"It's not fair to you if we're having fun." Blake calmly argued.

"You guys come first. I'm your leader, and you're my guests. Gotta treat you nice." Peter refuted.

"The two of us are also partners. And partners look out for each other." Blake then affectionally grabs his hand, sporting a warm smile as she continues arguing, "Come on. It's been a while since we last fought crime together. I want to become a better crimefighter by the time I return to Beacon, and who better to learn from than a professional. It'll be fun."

Getting slightly embarrassed by her compliments, Peter says, "Don't see myself as an expert, but…yeah, sure, you can tag along. But we'll have to be quick. And you need a disguise to cover up that pretty face." He said, walking away with one more quip, "You can keep the swimsuit."

"In your dreams." Blake snarked whilst following her partner to fight crime like the old days.

BGM End

Elsewhere…

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

"I'm thinkin' of a number, Lenny. Between one and three. Guess."

"I dunno."

In the streets where there is no one but two goons that are in the midst of bullying a frightened thug by the name of Leonard Kornfield. Leo looks tough, but those goons look tougher with swords that could cut a dude's hand off with a single mean swing as one of them continues threatening Leo with theirs, "You're really not a good gambler at all, are you? It's two, Lenny. That's the number A' your kneecaps I'm gonna shatter."

"Wait!" Lenny shouted, pleading with them to listen to what he has to say, "Tell Magliano I can get 'im the money next week. All of it, I shit you not! I've got a WHOLE new angle."

"Mister Magliano is a very generous man. Not stupid. Generous." The Second Goon retorted coldly as they corner the scared thug.

"I didn't say he was-."

"Hell, last time you bet on the fights, he gave you a handicap, Lenny. Now I'm gonna give YOU a handicap." The First Goon scowls, as he and his partner are getting ready to hurt the man, "You'll love it. Comes with a little sticker for your car an' everything."

Scowling himself with no other options left, Lenny mysteriously sticks his hands on the wall as he's ready to showoff another surprise. "Fine. You wanna do this? Up to you. See, I been on a bad streak for a while…But today?" Swiftly and suddenly, with skills and strength that somehow rivals Spider-Man, the once powerless thug knocks out the goons with a brutal kick to each while his hands are still sticking to the wall, "Today I won the frickin' lottery!"

"Sorry, Mr. Kornfield, while that was impressive, I can't award you full credit."

"What?! Who's there?" asked Lenny, surprised by the mysterious male voice speaking to him nearby as he drops from the wall.

"The odds of winning the lottery are 1 in over 43 million. The odds of you getting spider-powers in this city…" The stern Jackal then makes his presence known to the spider-thug alongside Tarantula, "Are roughly point oh-oh-one percent. Roughly."

"Rrrrrrhh." Tarantula murmured.

"Heh. My friend loves that word. 'Roughly.' Good boy." Jackal quipped.

Lenny, however, couldn't believe his own eyes, "Oh my god…" Things were already weird when he discovered he gained spider-powers last night, now he's up and horrified from being confronted by a humanoid jackal and his pet spider-monster, "W-What do you want?"

"Want?" Jackal retorted, "Lenny, today I'm all about the giving. I gave you your powers. And now…" He takes out a meeting card that he hands over to the spider-thug, "I'm giving you a chance to do something with them. Be there. Date is on the card. Daybreak. Near Grand and Mott."

Wasting no time, Lenny takes the card before performing an amazing leap over the tall wall to leave the two monsters alone to discuss. "Such a fine, upstanding moral degenerate. He'll do nicely. Our first class is really filling out, don't you think?" Jackal asked his slave, who simply response with an agreeing grunt, "Now let's hurry up and find some more, before everyone takes off for the summer."

BGM End

Somewhere in Brooklyn…

"See, boss? Tol'ja it'd be easy money!" said the Thief, showing Shocker the bag full of stolen money as their little criminal gang relax in their getaway van.

"Gimme that!" Shocker rudely takes the bag to check what's inside. And what's inside the money bag is a bag nearly filled to the brim with dollars that makes Shocker a very happy man, "Haha, not a bad haul, boys. We should rob eating contests more often."

BGM-Spider-Man 2 (Game) OST-Vertical Dilemma

Shocker better finish savoring this victory because it's about to be swiftly taken away by a thick web shot that hits the back of his van, causing it to spiral out of control until it crashes into a streetlight. From his rearview mirror, Shocker was furious to notice Spider-Man had caught up to them alongside his teammate Blake, having switched to her Huntress Outfit with exposed cat ears and wearing her old White Fang Grimm Mask as her disguise.

"C'MON! MOVE IT!" Shocker ordered his goons as he kicks open the back of his van so they may flee. Charging up his gauntlets for a powerful shockwave, the supervillain blows open a large hole in the streets that he gestures his men to use as an escape route. "C'mon, boys! Let's get outta here!" He ordered, watching his men escape underground before joining them.

Spidey and Blake jump right after them, landing in some subway tunnels as they are quick to pursue Shocker's gang. The Big Shock Boss won't go down so easily. He commands some of his goons slow them down with a storm of bullets, which fails miserably as the heroes are fast enough to dodge them all before countering with zipping knockout blows that keep up the momentous chase.

Quickly, the two heroes caught up to Shocker and his remaining thugs in an open subway chasm where Spidey begins quipping at his long-time nemesis, "Look, Shocker, I've got a whole list of things to do, and you've probably got quilts to knit. Why don't you give the money back, and we'll call it a day?"

"Like I'm dumb enough to do that!" Shocker retorted while firing powerful shockwaves that the heroes dodge.

"You certainly dress dumb. Looks like they taught you to be smart in prison." Spidey quipped while knocking out a goon.

"And I'm never going back! Last time I held back because that Cinder chick wanted to test you." Shocker recalled his brief employment under Cinder's command before the Symbiote Invasion, "Not anymore!" He declared, successfully landing a strong blow on the arachnid, "You're going down along with your new catgirl!"

"She likes to go by 'Black Shadowcat'." quipped Spidey.

"No I don't!" Blake retorted while fending off goons on her own.

"You wanted to be a cool superhero you need a cool codename!" The Webhead quips while web-yanking thugs away from his partner's back.

"It's certainly cooler than a name that screams, 'Hi, I have low self-esteem and identify with bugs'!" Blake mocks her partner while striking down goons with her katana.

"You're mastering quips, I'm so proud. Now I want you to master kicking henchman butt while I kick the pants off their boss." Spidey quippingly ordered.

"Got it!" Blake understood her role and goes to execute it. The thugs she takes on are well-equipped, wielding dangerous weapons like pistols, rifles and clubs that would give the police trouble, but they aren't enough to stop a Faunus Cat Huntress from another dimension that was once part of a more dangerous terrorist organization. She's fast enough to dodge bullets before using her sickle to pull down a thug by his leg toward a fierce leaping kick, using her sword to disarm then knock out more goons, tricking the last guy to shoot a shadow-clone before delivering to him a swift deadly strike, all in rapid succession.

Meanwhile, Spidey is having a blast while dodging blasts from Shocker. He hits him with a Web-Striking punch across the face as he swiftly evades another blast before zipping to him an amazing flurry of blows. Furiously, Shocker counters an attack with a shockwave punch that pinballs Spidey between passing trains before he is punched again. The Wallcrawler quickly recovers as he leaps high over Schultz's confused head to web him then fiercely hurl him across the air until he's slammed into a wall so he may be web-striked in the chest, stunning him before the Webslinger slams him to the depths of the tunnels with an impressive Ultimate Web Throw.

"Okay, THAT was cool." Blake muttered from above with an amazed smile of her arachnid friend's abilities.

BGM End

The Cat Huntress then jumped down to the depths to reunite with Spider-Man. They exchange smiling looks before confronting Shocker as he groans himself back on his feet, and looking really infuriated over their interference. "C'mon, freaks! You need to learn a lesson! And Shocker's school of hard-knocks is now open!" He threatened to fight seriously this time.

"Give us a break, Shock. I can't believe you have any class let alone a whole school's worth." Spidey quipped.

"Yeah. One look at that costume and you'd be rejected from every school as their professor." Blake joined in with her own little wisecrack.

"THAT'S IT! KILLING YOU BOTH!" Shocker declared at the top of his fury, having endured their taunts for the last time.

BGM-Spider-Man 2 (Game) OST-Karacho

To ensure they will die this time, Shocker busts out his secret weapon: A small type of energy-siphoning device holding what appears to be a turquoise ISO-8 crystal, curiously with a radiant cut while radiating mysterious cosmic energy that worries the Avengers. Shocker then infuses the device to his chest, empowering his whole suit to greatly exaggerated proportions.

"Get ready! Here comes the PAIN!" To demonstrate his newfound cosmic power, Shocker unleashes a devastatingly massive energy beam straight at the frightened heroes. Spidey tries to protect themselves with a web barrier but it only lasted seconds before the beam shreds through it and slams the screaming heroes through several sturdy walls until they crash into a large chamber all dazed and in great pain.

"Was that…from ISO-8…?" A weakened Blake wondered, struggling to stand back up as Shocker nears them.

"Too powerful to be from one crystal…" Spidey weakly noted while his back lies on the ground.

"Nice, right?" Shocker mocked his foes while they recover, "Stole this beauty from an Oscorp research facility. Damn thing nearly blew up my base when I tried to use it on its own, so I built this baby to safely harness it." He patted his siphoning device.

"You're playing with power you can't control! Give it back!" Blake demanded with a look that means she's deadly serious.

"Make me." snarked Shocker, unleashing more cosmic blasts that forces the heroes on the defensive.

Spidey dodges a few blasts of his own before leaping into the air firing a lightning-fast web barrage down at the cosmically-charged foe, only for the villain to shield himself with an energy shield that webbing alone couldn't penetrate. Shocker blasts the webhead off the air and as he charges up a killing blow, Blake worriedly shouts, "SPIDEY!" before using her specialized ISO-8 cartridges in her weapon to modify her Semblance, creating a clone powered by cosmic energy with the ability to warp space, allowing it to rescue Spidey right as Shocker unleashed his attack.

"Since when could you use ISO-8 to create cosmic teleporting clones?" Spidey asked her partner.

"A week and a half ago." Blake answered.

"You're so awesome." Spidey complimented amidst amazement.

The compliments were cut short by Shocker firing another volley of blasts that force the teens to evade with the best of their acrobatics. Amidst his barrage, Blake hurries to strike his shield with her clones, but Shocker spots her, getting too cocky as he gestures toward her a loud, "HA!" whilst using his tremendous power to slow down time around her and her clones.

"That time-slowing technique…And these energy readings I'm getting from that Stone…It can't be…" Spidey muttered, noting something stunningly familiar about that Stone. Something chaotic, with energies usually found in mystical emeralds of another world.

With time still slow for Blake, Shocker hurries to finish her off with a powerful shockwave. But of course Spider-Man intervenes and swings her to safety, just as time returns to normal for the black cat. "How did he do that?" Blake referred to his shocking ability to control time somehow.

"Not entirely sure, but I am glad I allowed you to tag along. It's gonna take both of us to beat him now." Spidey replied.

"Have a plan?" questioned Blake.

"Shocker's an amateur with that kind of power. A strong enough force should be able to disable his forcefield. I can handle that. Once I do, you take that Stone away from him." Spidey devised their plan for victory.

"Right." Blake nodded, ready to begin.

BGM End

BGM-Yu-Gi-Oh! GX OST-Judai's Theme

The Spider and Cat leap to their separate ways across the large subway chamber, confusing Shocker that is oblivious to their plan. "You kids can't run forever! I'll bring down the whole ceiling to kill ya if that's what it'll take!" He threatened them.

"Hey, Shock! Let's rock!" Spidey joked while swinging near the ceiling.

"You asked for it!" Shocker unleashes a powerful blast at the ceiling near the webhead, causing it to rain debris that Spidey effortlessly evades by bouncing off them.

"You insisted!" quipped Spidey, webbing large enough debris to throw at the surprised Shocker with the crushing force to disable his forcefield. "Now, Black Shadowcat!" He shouted at her to move in. With the aid of her clones, Blake blitzes the supervillain with deadly slashes that leaves him wide open to a powerful blade beam that knocks the Stone out of his suit.

"NO!" The horrified Shocker shouted at the loss of his cosmic power.

"YES!" quipped Spidey, delivering a sudden punch that knocks him back a bit so he and Blake could deliver the brutal knockout blow together. With one simultaneous roar of fury, the dual huntsmen sending Shocker flying until he crashes into the all and falls lying unconscious on the ground.

BGM End

"BOOYAH! Who doesn't appreciate the beauty of teamwork?" Spidey said while celebrating their victory.

"You, sometimes." Blake slyly snarked.

"Only when I'm not partnered with a great gal like you." Spidey compliments his friend's skills. And he sincerely means that, as he wouldn't have been able to defeat Shocker without her help.

"Thanks." Blake took that appreciation to heart, also finding Peter an awesome partner to have.

As Spidey sighs in tiredness, he walks over to the unconscious Shocker saying, "Now to call the cops…" before taking back the stolen money, "Return this money to the talking hot dog man, I can't believe I just said that. And salvage what's left of our perfect day."

"I'll grab that Stone he was using." said Blake.

But worriedly enough, Blake nearing the cosmic stone lying idly on the ground triggers Peter's Spider-Sense to the extreme. He feels that she shouldn't touch it, but as he shouts at her, "Wait, Blake, DON'T!" it was too late.

BGM-BlazBlue OST-Audience

Once Blake clenched the Stone in the palm of her hand it glows, deathly. Its cosmic energy quickly proved too much for the faunus to handle, causing her arm to disgustingly enlarge while she screams, "GRAAAAAAAAH! RAAAAAAAAAAAH!" in agonizing pain. Her amber eyes shift into cosmic blue as she starts to see something. Something the Stone wants to show her. She sees visions thrown at her in rapid succession like a blur. One of them being a vision of this Turquoise Cosmic Stone. Another of a similarly Green Cosmic Stone. A Hooded Spider-Monster and a Dark Hedgehog. And lastly, the scariest one of them all, is a menacing silhouette of a certain Latverian Monarch utilizing both Stones to laughably obliterate an entire dimension.

"AAAAAAAAAH! GAAAAAAAAAAAAAH!" Blake continues screaming in agony as her body overloads with cosmic energy. The excess energy discharges from her body like Chaos Spears that are demolishing the whole room, with some being aimed at Spidey.

"HOLY CRAP!" Spidey cursed as he quickly evades the lightning bolts. Things get worse as Blake accidently unleashes a huge Chaos Blast, disintegrating everything while forcing Spidey to rescue the unconscious Shocker as they desperately hide in a corner, with Peter yells, "BLAAAAAAAAKE! PUT IT DOWN! PUT IT DOWN!"

BGM End

It was a tremendous struggle as Blake summons the willpower to gain some control over the Stone. With one last painful scream, she narrowly manages to throw away the Stone before collapsing in complete exhaustion. The chaotic attack ended with her body returning to normal. She pants heavily and in pain as Spidey hurries to check on her. "You okay?" He worriedly asked her.

"Y-Yeah…" Blake managed to weakly say, needing another moment to catch her breath.

BGM-The Avengers (2012) OST-Doors Open from Both Sides

Peter looks back at the Stone that tortured his friend and wants to get a closer look himself to the point of reaching for it. "DON'T TOUCH THAT!" Blake shouted in horror, quickly blocking him from even reaching that chaotic gem.

"I know." Peter responded.

"So much power…" Blake utterly, visibly shaken by that dangerous stone, "I-If I held it another second…"

"It would've fried your brain?" quipped Peter while gently comforting her with a hug. "It's okay. You're okay now." He softly said to calm her down, which worked as she's already feeling relaxed while leaning on his wonderful chest. "Still…" Peter stops their passionate hug for a moment to give another glare at the Stone, "No doubt. That thing wasn't just radiating cosmic energy. That was CHAOS energy."

"Chaos? Like, the Chaos Emeralds?" Blake questioned.

"Only this one is WAY more chaotic." Peter webs the Stone into a nice, thick, extremely strong ball for him to safely hold. "Man…Even webbed up, I can feel this thing wanting to burst outta control. Shocker said he stole this from Oscorp. What did they do? Is this some new type of ISO-8 that was mutated by the Chaos Emeralds somehow?"

"I had some sort of…vision when I touched the stone. There was another colored green, and I saw someone use both to destroy a dimension." Blake briefed him on the confusing visions.

"I have a bad feeling about this. Very bad." Spidey gloomily noted, "We'll need to study this thing later. Right now we need to head back to the beach." He suggested, with Blake wholeheartedly agreeing as the duo leave Shocker webbed up for the police to eventually find and put behind bars.

BGM End

Back at Manhattan Beach…

Peter and Blake returned just in time to witness the winner of the Chili Dog Eating Contest. Many contestants competed for the cash prize until their stomachs couldn't handle the spicy chili any longer. A girl puked out her dog, and the reigning champ collapsed with an aching belly. The only contestant that remained was a poorly disguised Blue Hedgehog that calmly finished the last of his delicious chili dogs, right as Peter stealthy puts the money back in its container before anyone ever realized it was stolen in the first place.

"We have a wiener! The new champion is…Maurice Needlemouse!" The Hot Dog Host announced that Sonic is the ultimate winner of the contest.

Sonic burps before being handed his plate of money, grabbing the microphone to announce to his new adoring fans, "And people said my big mouth was a problem. Needlemouse 1, haters 0." After expressing his big win, he was happily quick to notice Peter and Blake before reuniting with them, "Pete! Blake! Look I won money! And Pete, fair warning. Might want to avoid Yang for a while. She's angry you never came back with the hot dogs."

"Oh boy." Peter is horrified upon realizing he returned to the beach really late, "If she's angry, then that must also mean-."

BGM-Spider-Man: Homecoming OST-Goodbye Girl

"PETEY!" shouted by Liz Allan furiously confronting the startled nerd from behind. Peter turns to shyly face her just as she expresses out her frustration on him, "You're LATE! I was disqualified from the volleyball tournament because of you! Where were you?!"

"I-I-I'm so sorry, Liz! I was caught in the middle of something and tried to hurry back but the thing got complicated and-!" Peter tried frantically to explain his absence while not revealing the truth. Unfortunately, Liz doesn't want to hear any excuses as she calmly signals him a hand to have him shut up.

"Whatever, Peter. Was hoping we get to hang out a little since we rarely do. But I'm starting to realize you have more important things to do than, well…" Liz frowns, turning her face away as she too is shy to reveal her feelings for Peter.

"Liz, I…I…" Peter himself frowns as he really wants to tell her the truth, but couldn't because his sense of responsibility wants to keep her safe away from his dangerous life as Spider-Man.

"See you later, Petey. Whatever's going on with you, I hope you figure it out." Liz gave her somber goodbye to her crush before walking away with a broken heart, leaving Peter to lower his head in shame as he too feels heartbroken for failing to earn her love.

Shortly after with the Dimensional Avengers…

"Can't believe you stood me up to fight crime without telling me?! Do you know how long you left me hungry?!" It was Yang's turn to voice her frustrations at Peter for missing out on their little date as the gang walk down a boardwalk during a lovely sunset.

"Sorry…" Peter frowned, still sadden over losing Liz as he doesn't bother looking at anyone or anything but the ground he's walking on.

"Give him a break, Yang. You should know by now balancing a double life isn't easy." Ruby told her sister.

"I know, but…" The frowning Yang turns away wishing Peter would spend more time out of costume so they could spend more quality time together, as a couple that she's longing to reconcile.

"Summer just started. We have plenty of time to hang out." MJ smiled, maintaining optimism for the whole team.

"Are you okay, Blake? You're not looking too good." Tails noticed the faunus still isn't feeling well after her traumatizing experience with that mysterious Cosmic Stone.

"Just exhausted…Can't wait 'til we head home." Blake tiredly proclaimed.

"A lot has happened today that you guys need to know, and I'm gonna need help getting to the bottom of it before it escalates out of control." Peter sternly told his team, genuinely going to need their help in uncovering the mysteries of the Cosmic Chaos Stone. A Stone that they do not know is the second Exo Stone ever discovered in this dimension.

Sonic gives his leader a grin, assuring him, "We got your back. We're a team after all. No way I'll let anything ruin our summer!"

BGM End

Somewhere secretive…

BGM-Ultimate Spider-Man (Game) OST-Father's Pride

'Progenitor DNA recognized. Identity confirmed: Professor Miles Warren. The Jackal.'

"The one and only." Jackal quipped to his AI system while entering his secret base alongside Tarantula after a busy day recruiting spider-powered thugs across the whole city for the Masters of Evil's master plan.

"Hrrrh." growled Tarantula.

"Oh, don't be like that. You need no introduction. You're one of my prize students. Just live vicariously through me. Trust me, there's a lot of that going around." Jackal quipped.

Together the supervillains walk into a lab, being greeted by the many Miles Warren clones that are being used as hard-working scientists. "I've got the genetic resequencer back online." announced a Warren Clone.

"Good work, Miles." Jackal complimented his clone.

"Miles #6 called in. He's secured the location for the meeting." Another Warren Clone informed the original.

"Ah! A man after my own heart. And all my other major organs." Jackal quipped.

"One of our benefactors asked if she could have a moment with you when you got back." The third Warren Clone proclaimed.

"What? No Skype? No mental summons this time? They're slipping." Jackal joked as he and his pet monster enter the next room.

In that other room, both villains notice Salem has been waiting very patiently for their return. She waited too long that she had a Warren Clone make her iced tea, which tasted alright and didn't mind ordering another cup. "Sorry I'm late, ma'am. But I had to walk over four miles just to get here." Jackal jokingly greeted the Grimm Witch.

"Nnnrr…Not Funnneee." Tarantula snarled.

"Oh, like you know from funny. Actually, you were quite the class clown back in the day, weren't ya?" quipped Jackal.

"ENOUGH." Salem sternly exclaimed herself to get them to shut up to what she has to say, "The Masters of Evil are pleased to know your experiment is progressing smoothly. As a reward, we brought you a gift. A toy. A plaything."

The Dark Witch points the professor to a nearby test tube, which contains a mysterious naked man that Salem has found quite annoying in her affairs for centuries. "Who's he? An actor to portray the Wizard of Oz?" Jackal joked as he has no idea who this man is, nor cares about his true identity, "Considering that you must've went through great lengths to kidnap him, I'm going to assume he is a worthy specimen to study."

"He is. Tell me. Can you perform the procedure on him?" asked Salem.

"Yes, but, and I can't believe I'm the one saying this, are you MAD? If it fails, he'll be even more powerful!" Jackal expresses his worry of a potential failure.

"Yes. But if it works, it will work on anyone. Do it!" Salem ordered. Reluctantly, Jackal walks into position to prepare the experiment. As he does, Salem questions him, "What are you worried about, Professor? Look at your 'class clown.' Your 'teacher's pet.' It worked well enough on Parker there, didn't it?"

"Did you read my mind to know the boy's secret?" Jackal expresses little surprise of Salem knowing Spider-Man's secret identity as he talks, "Doesn't matter, because this ISN'T Parker. It's a poor man's copy. Parker 3.0. The Misfit. The Reject. Daddy's shameful little secret that WON'T stay buried." He pulls on the control lever on a console scowling, "Back when I had a bit of a god complex…It amused me to be a little biblical and call him Kaine." He revealed that Tarantula is really a mutated clone of Spider-Man, "And now you want me to try out our experiment on people from other dimensions? Pardon me for saying it, but 'Heaven help us'."

The energies within the test tube reaches full power as it consumes the male specimen from the inside out, painfully, with a scream that delights Salem to the core, "AHHHHHHHH!" Seamlessly, the specimen begins transforming, turning into a horrific spider-like monster from his mutating fangs to a bulking chest as he growls, "AHHRRR!" The transformation ends with the mutated man sprouting four spider-legs from his back while snarling, "Whrrr. Wharr. Whaaat." This new Man-Spider is horrified to see himself mutated before roaring out, "HARRV YEWW DUNN?!" while breaking free from containment so he may confront the woman responsible for his unwitting mutation. "Stahp yeww! SAAALIIIIMM! Teewww fhaaarrrr!"

"HSSSS!" Tarantula steps forward to protect everyone from an experiment already out-of-control.

"What do we do?!" A scared Warren Clone asked his boss.

"Kaine! Take him out! NOW!" Jackal ordered his slave.

That won't be necessary, however, for Salem reveals in her hand the Espeon Stone that Doom entrusted to her for just this occasion. With its unrivaled cosmic power over the mind, all she has to say is, "Heel." for their naked Man-Spider to swiftly obey without a hint of defiance. "You see, Professor? He hears and obeys, as will they all." She assured him.

"Well, because of my top-notch work, of course." Jackal commented.

"Of course." Salem remarked apathetically, "We've done it. The infection is spreading. The ISO-8 is being harvest. Our power is growing. And through this Stone, we can feel them…becoming. Soon, they shall ALL bend to our will. This city, this Manhattan, this…Island of Spiders!" She declared, sensing more and more spider-people are emerging throughout the city, and she can't wait to use them to conquer the dimension.

BGM End

BGM-Spider-Man (Movie Game) OST-Main Menu Theme

KFX Here: Oh I wonder who this new Man-Spider slave is? Surely he's no one important. But that's enough playing dumb. Spiders are emerging alongside the Chaos Stone, with powers that I'll try to have fun with later on in this story. Unlike the original, the Exo Stones don't have unique elemental abilities, like the Chaos Stone also having water powers. Originally did that so they share some properties with the Dust/Maidens of Remnant, but I quickly found those additions to be unnecessary.

Nathan Ramos: I'm not giving Peter a spider-cave or any crazy supersuit for the foreseeable future. Gotta calm down with those suggestions. Thanks anyway.

hoodini5569: They broke up between Battle for Remnant RX and Web of Light and Shadow RX because Peter sucks at keeping a long distance, interdimensional relationship.

Spiderwitch2211: If I ever give Miles a Semblance, it'll more than likely be a simple, passive ability. Probably something based on his Suit Mods from his PlayStation game like I did with Peter's.

Next Time: Cosmic Study! Fantastic Racing Date starring the Human Torch!

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!

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!

BGM End