BGM-Sonic Heroes OST-System Screen: Select

Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! While we were searching for Jackal in Mobius, we got ourselves involved in stopping the Egg Army from robbing the National Ring Reserve. It was tricky since my team was getting too overconfidence with their spider-powers, but I managed to get them back under control. Our teamwork continues to improve. Hope it'll help us find the Jackal faster.

BGM End

Issue 11: Clash! Webhead vs. Knucklehead!

Master Sanctorum, Land of Darkness. Remnant.

In one room, there is only darkness. Then, a light shine down on a stoic hedgehog born from darkness. His name is Grimadoom the Hedgehog. The Dark Supreme Lifeform that wants to be anywhere but this boring place.

"Let's get this over with." He said with a calming tone that also reeks of annoyance.

BGM-Shadow the Hedgehog OST-Cosmic Fall

His wish is granted as the dark chamber seamlessly rematerializes into a Zone more colorful, manifesting into a lifelike hologram of the canyon-like Sea Gate Zone of the Mobius Dimension. There's a flying timer counting down from three, prompting Grimadoom to prepare himself for this Speed Test. He cracks his neck with a frown, but that frown turns upside down the second he reels himself back for the challenge. The split second the timer hit zero, the hedgehog blast off at speeds thought unthinkable until now. The Dark Hedgehog runs through the extremely dangerous obstacle course at extremely hyper speeds, dodging problems like spikes as he spinballs through the terrain before bouncing off trees so fast he's leaving afterimages in his wake. There are many more roadblocks in his way like Grimm and Doombots, all effortlessly knocked away with brutal Spin Attacks. Grima chuckles at the fun he's having before his own Spider-Sense kicks in, warning him to swiftly evade the lasers fired by three Aero-Chasers Badniks ahead of him. One tries slowing him down with a missile into the ground that forms a blazing firepit. Grima doesn't stop. He continues rushing toward the flames like an arrogant fool, except, he was clever enough to jump over both the flames and the Badniks so he may stylishly blow them all away with powerful winds unleashed from a ferocious Boost that propelled him to the Goal Ring.

"THAT wasn't so hard." Grimadoom commented arrogantly on completing what was supposed to be a difficult speed test.

The digital dimension begins changing around the curious Grimadoom, this time replicating a Hideout from The Hand, an ancient group of ninjas from Earth Prime. This setting is perfect for the Combat Test, where Grima finds himself confronting a Life-Model Decoy that seamlessly takes the form of the Immortal Iron Fist, the Living Weapon and one of the greatest martial artists in the world.

"Another one? This is getting dull." The apathetic Grimadoom remarked, but nonetheless takes a fighting stance against the LMD. "Hope you programmed THIS ONE to be more challenging than the dozen other LMDs I've crushed!" He exclaimed to Doctor Doom and Salem, both quietly observing his training from behind a viewing balcony.

The LMD Iron Fist takes its own fighting stance, complete with awesome chi energy enveloping his right fist. Grimadoom smirks before rushing at his training dummy, with each throwing a mighty fist at the other that quickly evolves into them trading incredible blows at intense high speeds across the stage. Both are evenly matched in skill, as each manage to land one brutal strike on the other amidst their clash. Suddenly the LMD gains the upper hand, comboing Grima into a powerful one-inch punch that sends him flying until he stops himself with a burst of his dark aura. One scoffing smirk later and Grima decides to get serious, charging up his mysterious power to a higher degree to envelop his own fist with fiery energy. With this, he easily overpowers the LMD with the incredible strength of the Hulk combined with the soldier skills of Captain America, ending with a ruthless punch through the torso that obliterates the robot.

"Hmph! Too easy for me!" Grimadoom scoffed after finding that challenge just as pathetically easy as the previous one.

Once again the chamber changes form, one resembling Beacon Academy for Grimadoom's final Blast Test. And already Grimadoom finds himself completely surrounded by a whole army of the Masters of Evil's strongest soldiers. Powerful robots like Servo-Guards. Super Badniks like Egg Hammers. Alpha Grimm like Alpha Beowolves. None of them scared Grimadoom one bit, not even after they dogpiled him with devastating attacks, or so he wanted them to think since he can move faster than a blinking eye and is already flying high above them.

"Worthless. There is no army that I can't overcome in any dimension. This has been a complete waste of my time." Grimadoom mocked, whilst harnessing mystical wind energy in his palm. "AEROGA!" He incanted a magic spell that consumes the entire army in one massively destructive tornado. Having grown beyond bored of this training exercise, Grima has finally decide to put an end to it all. He unleashes his dark blue energy with a fearsome charge, then thrust his hand at the tornado whilst charging up a large energy sphere. "Disappear…COSMIC CHAOS BLAST!" He shouted ruthlessly, unleashing a massive beam mixed with chaos and cosmic energy that not only vaporizes the countless goons trapped inside his tornado, but causes the tornado itself to explode with the devastating force to destabilize the hologram and return the training chamber to its normal boring look.

BGM End

"His skills continue to improve with each trial. He has become well-adept in wielding his unique 'Cosmic Chaos Energy'." Doom finally makes an apathetic comment on his greatest creation's training.

"His magical prowess is also worthy of acknowledgement." Salem acknowledged, "He is quickly proving to excel in all categories of speed, strength, and abilities. There is simply one he has having continuous problem in overcoming…"

"Are we DONE here? There are other places I want to be in than this dump!" The infuriated Grimadoom shouted from the training grounds.

"…His own ego." remarked Salem as she tiredly crosses her arms at the arrogant hedgehog.

BGM-Mega Man X7 OST-Black Plotting

"We've been at this for HOURS! Ever since I woke up from that damn machine, you've been forcing me to take part in these training simulations nonstop! When will I get the chance to find myself a REAL challenge?" Grimadoom voiced his complaints to his creators.

"PATIENCE, Grimadoom. Your time will come. For now, you must remain a secret from our enemies and master your powers." Doom calmly told him.

Grima crosses his arms as he retorts, "I already know what I'm capable of. You programmed me to be the best from birth! While I'm stuck here, your enemies are one step closer in stopping your plans. Who knows? Richards may have already found a cure to your Spider-Virus."

"That is an impossibility!" Doom angrily retorted.

"Your tone suggest otherwise." snarked Grima.

"And I suggest you watch your own." Doom coldly threatened his own creation, "It won't be long until the Virus hits Stage 3 to further distract the heroes while we complete our superweapon. Eggman and the Jackal are in the process of eliminating the young heroes."

"How can I prove myself as your strongest creation if you destroy all worthy foes?" Grimadoom questioned, implying his goal in life is to become the strongest.

"Simple: Complete this Expert Mode before they are destroyed. This will be the ultimate test of your abilities." Salem replied.

"NO! I'm sick of tests! I'm outta here!" Grima explodes with raging energy as he prepares to teleport himself to worthy challengers, "CHAOS….!"

Quickly, Doom pulls the Espeon Stone out pointing straight down at his creation. "Heel!" He coldly said while harnessing the Stone's unbelievable mental power.

"GAAAAAAAH!" Grimadoom abruptly halts, his energy disappearing as his head's being violently tortured by the Exo Stone that forces him on his knees to try and fight against the pain, which only makes it worse, "GRAAAAAAAAAH!" Doom expected something like this would happen when designing the plan to create the ultimate living weapon. If a being as powerful as Grimadoom ever grows out of his control, even for a moment, he'll simply use the Espeon Stone to force him back to submission.

"You will remain HERE until your training is complete! The second it is, and under MY terms, you will be free to hunt down your 'worthy foe'. Do I make myself clear?" Doom scolded his child right as he frees him from his mind torture.

Grimadoom grunts amidst exhausted panting, more furious than ever from being subjugated to such torture. Even with unfathomable power that surpasses gods, it's infinitely pathetic when compared to an Exo Stone. There is nothing he can do to prevent another psychic attack, except obeying the commands and will of his creators, albeit with extreme reluctance. "Crystal…" Grima snarls out his response to Doom's question.

BGM End

Empire City, Mobius.

BGM-Dragon Ball Super OST- Limit-Break x Survivor (Peace Ver)

"Here you go. Your favorite dog!" said Robert, a black employee of the Counter of Dreams 2 kiosk as he hands Sonic the Hedgehog two chili dogs.

"Thanks, Rob. Keep the change." Sonic smiles while paying for his food with Rings.

After their mission in defeating the Egg Army, the Dimensional Avengers are taking a small break at the local park to replenish their energy before resuming their search for the Masters of Evil. Peter is in his civies sitting atop a tree branch with Blake relaxing on his lap like an adorable kitten. Down below, Yang texts on her Scroll while sitting next to a fountain, with Tails, Ruby, and Weiss eating their own snacks just as Sonic joins them with his own.

"Chili dog again? Don't you get tired of them?" Weiss questioned her friend's constant love for that junk food.

"Nope." quipped Sonic before taking a bite from his food. "Want one?" He offers her his other chili dog.

"No thanks." Weiss politely responded as she rather takes a bite from her apple.

"Aw c'mon. The spicy chili will do wonders for your cold heart." Sonic joked, tauntingly gesturing his spicy snack to the heiress's face, purposely annoying her in the process.

"You mean give me heartburn? Not happening." Weiss snarked while pushing the chili dog away.

"You afraid of chili dogs too?" Peter jokingly asked his faunus girlfriend.

"They're nowhere near as scary as living dogs." quipped Blake, right before her boyfriend drops a grape for her to delightfully chew on. "But none are as sweet as grapes." She smiled before the couple share a quick kiss.

"Nah, I say that was the sweetest thing ever." Peter quipped before they share a laugh. Yang heard them laughing and tries not to be jealous as she refocuses in texting Johnny Storm, with the fiery couple exchanging some hilarious texts that certainly put the huntress in a chuckling mood.

As finishing his sweet mint candy, Tails receives an interesting news alert on his Miles Electric that he was quick to look at. "Wow! Hear this, guys." He said aloud to get his friends' curious attention, "Just received an alert of a giant spider-monster trying to break quarantine. It's pushing through a city-wide cordon that GUN could barely hold."

"Perfect timing. Just when I wanted to investigate those cosmic anomalies at BINGO Highway after break." Peter remarks sarcastically, jumping down from the tree alongside Blake as he continues talking, "No doubt the Masters of Evil are at it again. We'll need to split up and tackle both problems at once." He turns to Ruby, "Hey Rubes! Feel like leading a team?"

"I was a leader long before you." Ruby quipped.

"You, Blake, Yang, and Tails go tangle with that spider-beast. The rest of us will go investigate those anomalies." Peter assigned his teammates.

Ruby chuckles, "Got it. Have fun Weiss!" as her sub-team gather together for their mission.

"Wait a minute, I never agreed to this!" Weiss furiously objected to being partnered with Peter and Sonic, two friends she sees as extremely annoying which gets worse when they're together.

"BYEEEEEEEE!" yelled Ruby as her team is already web-swinging away at high speeds, leaving the groaning Weiss tortured by the unfunny presence that are Peter and Sonic.

A smirking Sonic jumps to sit atop of Weiss's annoyed shoulder, "The Spider, the Hedgehog, and the Ice Queen. The three of us are gonna have so much fun!"

A smiling Peter slides in with his cellphone shouting, "SELFIE!" taking a group photo of himself and Sonic happily smiling at the camera and Weiss giving it the most unamused cold glare.

BGM End

Down below in the sewers…

"The energy down here is getting stronger. I must be getting close." Knuckles the Echidna said to himself as he walks through the sewers. It has been some time since the Master Emerald was stolen from Angel Island. Since then its Guardian has worked tirelessly searching for it so he may bring it home, glancing at every corner at every passing second for any clue to its location. So far, nothing. Even with his innate ability to sense chaos energy he is nowhere near the massive gem, but instead to something akin. "It's not the Master Emerald I've been tracking. It's something else. Something familiar. Maybe it could be a clue…" He quietly hoped, growing concerned for his missing emerald.

BGM-Sonic X OST-Eggman

Suddenly a footstep was heard that got the cautious Knuckles turning to confront whoever's walking out of the shadows. And to his shock, that person happens to be his old nemesis, Doctor Eggman. "What do you want, Eggman?" The stern Knuckles asked the untrusty doctor.

Sporting his usual serious look, Eggman's face quickly shifted to one of despair as he kneels before Knuckles, pleading to him, "Please help me!" Knuckles looks confused, wondering what the scientist is up to, only to gasp in surprise when he grabs the echidna's hands, "If we don't do something fast, Spider-Man will turn everyone in this world into spider-monsters! I'm sure you noticed by now the people above are amidst the metamorphosis! In a few short hours they'll mutate and become his slaves for dimensional domination!"

"How is that happening?" Knuckles asked, still confused as he doesn't fully believe him yet.

"His powers have evolved, turning him into a walking plague that hungers for more power! It may be a side-effect to his previous exposure to chaos energy! He has completely lost his mind!" Eggman lied.

"So it was Spider-Man that stole the Master Emerald…" Knuckles muttered.

"Humanity is on the brink of extinction! I've changed my ways and want to save it with a cure I'm developing in my hidden lab down here but I fear Spider-Man is closing in on me!" With a napkin suddenly in his hand, Eggman blows into it with his nose and sniffs a bit, slowly earning Knuckles's sympathy as he continues with the act, "Sonic and his friends are also infected and already his slaves! There's absolutely no way I can beat them, let alone hold them off!"

Knuckles growls, "Those guys…"

"You seem to be the only other person left in this city that hasn't been infected! Please you must do something about your friend! I'M BEGGING YOU!" Eggman tearfully pleads with the echidna.

Furiously, Knuckles retorts, "Spidey ain't my friend! Our partnerships were only temporary! He's like Sonic! Loves to turn everything into a game! You're sure you'll be able to complete the cure?"

"Definitely! Please believe this poor old man!" Eggman replied.

Determinedly, Knuckles raises his fist as he declares, "Okay. I'll go settle things once and for all!"

And unsurprisingly, Knuckles once again falls for Eggman's lies. Over the years Knuckles has a funny habit of being tricked by the mad doctor, always tricked into fighting his friends until he realizes too late on who the true bad guy is. This time is no different, as Eggman hides from the gullible fool a devious grin and the sinister thought of, 'That went well.'

BGM End

BINGO Highway Zone

Having split off from the others, the uncanny trio that is Spider-Man, Sonic, and Weiss journeyed to this Zone to investigate the cosmic anomalies. This casino district is massively glorious, with large pinball tables to have fun on and neon-lit paths to walk along. Sonic is having tons of fun on his own pinball table as he spinballs through number gates 3, 8, and 5 which happily gets him yelling, "BINGO!" and earning tons of Rings.

Spider-Man swings above the high-speed slides until his spectacular zipping made him meet Bingo Chips floating in midair. "All right! Aerial Bingo!" The Webhead hollers himself into some exciting skydiving action, passing through numbers from 1 to 9 until he's earned, "SPECTACULAR! A perfect BINGO! I need to bring this luck to the casinos back home!" alongside Rings.

Both Bingo Winners reunite with Weiss, who refused to take part in their distracting fun and was more focused strolling down a neon path. "Wait up! Should've blasted down the high-speed slides with us!" Sonic smiled at the heiress.

Weiss scowls, "We're not here on vacation!"

"Yes we are. It's the summer." Spidey quipped.

"And I want to return enjoying it AFTER we find the source of those cosmic anomalies!" Weiss angrily retorts back at the fun-loving duo.

"Duh! It's another of those Dimensional Harvesters absorbing ISO-8. A dimension's worth nearly made Doc Ock unstoppable." Sonic snarked.

"Which is why we need to cut the fun and hurry to shut it down. How close are we?" Weiss asked her leader.

Using the built-in Webware on his left forearm, Spider-Man projects a holo-map of their general destination for everyone to look at, "Not above us. Seems to be hiding in the sewers." He shuts off the hologram to briefly juggle the Chaos Stone, "If push comes to shove, we'll use the Chaos Stone."

"I dunno. That thing is extremely dangerous." Weiss expressed her worries about using the highly unstable cosmic stone.

"Madame Web said we'll have to use it sooner or later to take on some 'Ultimate Existence', whatever that is. Just leave it to our Spider-Sense. It'll instruct us how we should use it." Spidey suggested

"Okay…" Weiss said, still a little worried but will trust his idea.

BGM End

At that moment, Sonic spots someone gliding toward them. Someone red and looking sternly familiar. "Hey! Look who came all this way to join the party!" He said, which got his friends looking up to see Knuckles approaching them.

"Knuckles?" A surprised Weiss exclaimed.

Knuckles lands but stays cautious as he keeps his distance, but that doesn't stop Spidey from greeting his old echidna friend with, "Sup Knuckles. Long time no see." For some odd reason, that aggravates the echidna into charging at him with a powerful punch, forcing the surprised webslinger to avoid the assault with a sidestep. "What's buggin' you?" Peter asked him.

"YOU, Bugboy! You're going to pay for what you've done to the people of this city! Give me back what you stole and I'll go easy on ya!" Knuckles retorted.

Rightfully confused by his claims, Spidey shrugs, "What're you talking about? The Spider-Virus? I have nothing to do with that. Blame the Jackal and his friends for everyone copying my groove."

"Don't lie to me! What kind of Jackal creates spiders? Besides, I can sense its energy from you! Give it back to me or ELSE!" Knuckles threatened his friend.

"Maybe if you'd stop playing the pronoun game." Spidey quipped.

From the sidelines both Sonic and Weiss watch their friends bicker at each other, with the hedgehog sweatdropping in embarrassment while the heiress simply looks on in confusion, asking, "What's wrong with Knuckles? Surely he's smart enough to realize this outbreak wasn't Spidey's fault."

"Uh boy…Don't tell me he's was tricked again?" Sonic remarked.

"Again? This happens often?" Weiss questioned.

"Too often." Sonic retorted, before telling Pete, "Yo Webs! At this point words won't get through his thick skull! You'll have to PUNCH the truth into it!"

"He's a Knucklehead! That's gonna be difficult!" Spidey quipped.

"What's the hold up!? BRING IT ON, WEBHEAD!" yelled Knuckles, furiously charging forward to engage his webslinging friend to an epic brawl that'll no doubt make Knuckles look stupid in the end.

BGM End

Meanwhile at Skyscraper Scamper Zone…

BGM-Ultimate Spider-Man (Game) OST-Spidey's Rhino Beatdown

Civilians scream in terror as they flee from the monstrous disaster that is rampaging across a suspension bridge. GUN Agents are desperately trying to hold the line unleashing everything they got on the beast that is massacring them. The mystery monster is fast, terrifyingly fast whilst dodging their bullets. It's also horrifically powerful, strong enough to throw a large tank that gets an Agent yelling, "OH GOD!" before they and their fellow soldiers are blown to kingdom come.

Flames have consumed a portion of the bridge, but it didn't stop the revealing Tarantula to leap over it with a demonic, "WRRAAAAAAAAAH!" The Jackal has allowed his spider-slave to have a little fun with GUN by rampaging through their blockade. If it's destroyed, the infected civilians will be free to spread their disease across the world. GUN cannot allow this beast to live and continue keeping it at bay with their most powerful equipment, all that fail to give him even the smallest of challenge. Tarantula whips GUN Soldiers like they're nothing with his spider-pincers. Plows through Hunter and Beetle robots with his fists alone. Even Big Foot mechs were hopelessly powerless against his acid spit before they too collapse before his brutal power.

"WE NEED BACKUP! WE NEED BACKUP NOW-!" shouted a frightened GUN Soldier until their heart was pierced by Tarantula's pincer, then his head before the dead body was thrown onto other soldiers that are all about to meet a similar fate.

"You're not going another step!" shouted a female soldier firing bullets on Tarantula's back. They didn't hurt him much, moreso enraged him to turn around and confront the woman that was idiotic enough to shoot him. Her name is Topaz, a loyal and determined GUN soldier that hates people when they refer to her as an old lady. She's backed-up by another GUN unit ready to sacrifice their lives if it means maintaining the blockade. "We're not letting this thing get past us! YOU HEAR US?! THIS IS AS FAR AS YOU GO!" Topaz shouted at the spider-beast.

"Not as farrr!" Tarantula retorted, spitting acid to melt all their weapons before rushing to massacre them all before Topaz. She tries fighting back and was easily pushed down, and in another second her head will be crushed beneath the mutant's giant foot. Topaz braces herself for impact, but in the nick of time her life was saved by Ruby's team of Dimensional Avengers kicking the monster away from her.

"TAILS! Am I so glad to see you!" Topaz recognized the two-tailed fox with them.

"We can handle him, miss! Get your people to safety!" Tails ordered her.

Topaz nods, "Got it! RETREAT, MEN! LEAVE THIS TO THE HEROES!" She ordered her unit to flee the bridge ruins, leaving enough room for the heroes to combat the spider-monster.

"Finally…" said Tarantula while ominously standing up from that surprise kick, "The foolish prey has come to die." He said, implying his true targets are the heroes, kill or keep them busy long enough for the Masters of Evil's plan to accelerate. After a large intake of breath, Tarantula unleashes a furious, "HYRAAAAAAAAAAAH!" scream that sends massive shockwaves rippling out in front of him. His screams are so powerful they endanger the suspension cables of the bridge, threatening to destroy everything whilst forcing his enemies to guard so they won't be blown away.

"What tremendous power for a bug!" Yang remarked loudly amongst the spider-scream.

"This spider-monster…! He looks just like the one I saw in that vision with the Chaos Stone!" Blake recalled, noting the horrifying similarities between this monster and the monster from her vision.

"He must be important then! Could lead us to the Masters of Evil! We can't let him get away!" Ruby declared as her team prepare themselves to fight the spider-beast.

The clash on the big bridge finally begins with Tarantula using his hands and pincers to throw cars at the heroes, forcing them to evade. Yang uses her spider-agility to bounce off the thrown cars as she makes her way to the monster, dashing at him with a screaming shotgun punch that missed upon Tarantula jumping above. But that was okay, as Tails suddenly appeared behind the beast to smack him down with his powerful namesakes, launching him toward Blake who sends him flying to Ruby with a deadly roundhouse kick. In the split-moment that Ruby was going to unleash her attack, Tarantula counters with a blow to the gut so shockingly brutal it nearly depletes her Aura, causing her to cough out blood before her face is slammed to the ground.

"RUBY!" Blake shouted in her horror.

The three heroes hurry to save their rosy friend but Tarantula wouldn't allow them anywhere near, keeping them at bay with powerful acid vomit that pierces concrete. Luckily, Ruby frees herself with her Semblance, surprising Tarantula with a fierce backflip kick across the face. Tarantula retaliates with punches that are swiftly countered by scythe slashes, making him angrier and angrier until he finally caught the speedy Ruby with a webline that he rodeos superfast, using her to smack her friends across the bridge with all his might.

"I'M! GONNA! HURL!" Ruby shouted while being rodeoed.

Tarantula quickly gets bored of her and decides to throw her away like the trash he sees her as, using the momentum he gained from the rapid spinning to throw her way off the bridge, sending her flying for miles while taking pleasure in her screams, "AAAAAAAAAAAAAAAAAH…!"

"I GOT HER!" shouted Tails, flying as fast as he can to catch Ruby if possible.

"Now there were two…" Tarantula mocked the only other heroes left in his sights, Blake and Yang.

"Don't get too cocky just cuz you rodeoed my sister!" Yang fiercely quipped.

Suddenly Tarantula vanish into thin air as he begins moving at speeds too fast for their eyes and ears alone to track down. Thankfully they have Spider-Senses which alerted them to a frightening ambush behind their backs, forcing them to leap away. Amidst that, Blake shouts, "BUMBLEBEE!" swiftly using a webline to swing the airborne Yang toward their foe. The furious brawler goes ballistic on him, unleashing a series of rolling punches that end with an explosive punch that sends him crashing through cars until he collapses flat on the ground.

"Aw yeah!" smiled Yang, sharing a high-five with her partner. Their celebration was premature because out of nowhere, and to their mutual horror, hundreds of tiny spiders are crawling on their skins thanks to Tarantula controlling them while playing possum. "EW EW EW EW EW! Get off me! GET OFF ME!" Yang desperately tries wiping them off her body but to little avail. They did a good job distracting her from Tarantula furiously unleashing a charging megaton punch to the face with the force to send her flying across the bridge until she crashes onto a tank, which swiftly explodes and knocks the huntress completely out cold.

"YANG!" Blake shouted, now left as the sole hero to stop the monster's rampage.

For an odd moment, Tarantula doesn't attack the faunus. He just stands there, menacingly, yet something about her beautiful cat-like figure bewilders him, as if she reminds him of another cat. "Felicia…" The mutated Kaine muttered somberly, as looking at the cat faunus reminds the spider-clone of Black Cat, Peter's former love.

With him distracted by his inherited memories, Blake uses this chance to strike with her blade, forcing him to flee to the top of a bridge tower with the huntress in hot pursuit. The Cat-Beauty and Spider-Beast continue their intense clash, proving each other as their equal as they expertly deflect the other's incredible attacks. But it didn't take long for Tarantula to overpower her with a brutal pincer stab to the chest that depletes her Aura, ending the fight with a roaring kick that knocks her off the bridge unconscious.

BGM End

While the faunus is falling to her death, her partner Yang has just awoken from her brutal beatdown. She's still severely injured as it hurts to stand, but nothing is hurting more than her heart as she could only watch Blake falling before her very eyes. "BLAAAAAAAKE!" Yang desperately yelled out at her to wake up.

Her screams startle Tarantula as they unlock another surprising memory he inherited from Peter. This one being the death of Gwen Stacy, who too fell to her death atop a bridge and Peter blamed himself for it. And in a few seconds, Blake will suffer the same fate. "Gwen!" Tarantula exclaimed to himself. Reacting solely on his emotions, the mutated monster skydives to her rescue, carefully using his webs that won't result in a neck snap to catch her, much to Yang's surprise and confusion.

Tarantula swings the unconscious faunus to the safety of the bridge and checks, and hope, if she is still alive. Thankfully, Blake is okay from her groan alone. She blinks several times before opening her weak eyes to that of her monster savior. "You…saved me?" She asked, only receiving a lowly growl. "Thank you, but…why?" She asked another question, this time receiving nothing but a slight head turn. Carefully, she reaches out to his cheek, wanting to touch him to try and learn something. With his reluctant acceptance, Blake was allowed to touch him. To rub his cheek. To feel something oddly familiar about him. "Something about you is familiar. Something…very sad. Are you okay?" She asked with solemn concern for the beast.

With a denying grunt, Tarantula flees back into the city, abandoning his mission to kill the heroes thanks to his emotions confusing him. Blake reaches out to him but it was too late. He was long gone, much to her own sadness.

"IS EVERYBODY OKAY?!" shouted Ruby, having been rescued by Tails as they fly back to reunite with Blake and the approaching Yang.

"We'll live. How 'bout you guys?" Yang greeted the younglings.

"Ruby nearly barfed on me." Tails responded with an annoyed look.

"Sorry." Ruby scratches her hair in embarrassment.

It then dawned on Tails that, after scanning his surroundings for Tarantula, the spider-monster was nowhere to be seen. "Hey, what happened to that spider-monster?" He asked the huntresses.

"He left…after he saved my life." Blake answered somberly.

"But why would he do that? He tried to kill us." Tails retorted.

"I know. And I don't know why. It just seemed like he was…hurting." Blake commented on the monster's strange behavior, completely unaware that he was the clone of her boyfriend who not just inherited his memories, but his guilt too.

Back at BINGO Highway…

BGM-Sonic Heroes OST-VS Team Battle

Spider-Man and Knuckles are still at each other's throat. The Webhead and the Knucklehead in the epic match of the day, with both fierce competitors trading relentless flurries of attacks that tenses up the atmosphere. A brief small opening on Spidey was spotted, which Knuckles exploited for a furious uppercut that sends the webslinger crashing onto a pinball table. The Spider swiftly recovers with an angry look before bouncing off to deliver a powerful web-striking double-kick that slams the echidna to the ground, all while Weiss and Sonic watch from the sidelines.

"We need to stop this before those idiots kill each other." Weiss expressed, before being confused at Sonic casually eating popcorn, "And when and where did you buy popcorn?"

"Want some?" Sonic ignores her question while offering her popcorn, which she reluctantly accepts as they continue enjoying the show.

Back to the fight, Spidey swiftly backflips away from another of Knuckles's powerful uppercuts, taking a fighting stance as he mocks him with, "Man you are way easier to handle than Hulk! So tiny and stupider!" which riles up Knuckles enough to throw a reckless attack that was so easy to counter with a lightning-fast combo that knocks him sliding across the arena. Spidey was getting cocky as he rushes in for another combo, this time with Knuckles ready to counterattack with a devastating explosive punch that sends the bug away in groaning pain.

Speed versus power. Webs against fists. Both fighters are surprised that they're so evenly matched in ability and stubbornness as they refuse to quit. Spidey runs at Knuckles with a battle cry, just as Knuckles does the same with a furious yell. Both heroes charge at each other, both packing the same brutal force that knocked each other down as well as the Chaos Stone that was in Peter's possession.

BGM End

"Oh no, the Chaos Stone!" Spidey shouted, ending this fight in a draw as he rushes to pick up the gem.

"Chaos Stone?" Knuckles blinks his confused little eyes at the small blue gem as he thought it was another stone fueled by chaos energy, "You mean…that's not the Master Emerald?"

BGM-Mega Man Star Force OST-Happy Company

"No way that thing could ever fit in my pockets!" Spidey retorted, "And what's this about the Master Emerald?! Shouldn't you be wasting your time guarding it?!"

"I was until you STOLE IT!" Knuckles angrily snapped.

"WHAT?! WHAAAAAAT?!" Spidey furiously yelled back while Sonic and Weiss facepalm at the echidna's stupidity, "I HAVE BEEN ON VACATION! IN ANOTHER DIMENSION! WHY WOULD I STEAL IT?!"

"To empower your Spider-Army to take over the world!" Knuckles retorted.

"And who told you that load of bull?"

"Uh…Eggman." Knuckles remarked, calming down while still not realizing he has been duped.

"Good idea. Trust the ACTUAL bad guy that tried to conquer the world a billion times."

Sweatdropping, Knuckles comments, "B-But the spider-people…"

"Are thanks TO Eggman!" Weiss finally chimes in with her own criticism on Knuckles's gullibility, "He and his new buddies called the Masters of Evil have infected both dimensions with a Spider-Virus while they work behind the scenes. The one who stole the Master Emerald must've been Mecha Spider-Man. They probably want it to power up whatever master plan they have."

"You done goofed, Knucklehead." Sonic scolded his rival for being an idiot again.

BGM-SpongeBob SquarePants OST- Dramatic Cue (c)

In the next three long seconds, Knuckles spends each one deciding if they're telling the truth. For the first second, he thinks very deeply. Then the next second, he was shocked upon realizing he really was duped. And for the last second, his growling anger boils to the point he couldn't contain it any longer as he explodes with an infuriated, "EGGMAAAAAN!" that already has him racing back to the sewers.

BGM End

"WAIT! Don't go all by yourself!" Weiss reached out to him while Sonic simply sighs.

Not stopping for anyone, the completely enraged Knuckles runs through the sewers in search of Eggman's hidden lab so he may find and pulverize the doctor for tricking him for the umpteenth time, unintentionally bringing along the Dimensional Avengers as they follow after him. "Take it easy! Flying off the handle won't get the Master Emerald back!" Spidey shouted at his echidna pal.

"It's already tiring searching for its pieces across the planet! Now I'm worried its lost somewhere in the multiverse!" Knuckles retorted.

"The bad guys aren't THAT careless! Just chillax and we'll help you find it!" said Spidey as they're unknowingly about to enter the underground lab, "But first we need to find—Oh hey, that must be the Dimensional Harvester." He nonchalantly interrupts himself upon spotting the machine harvesting this dimension's ISO-8.

BGM-Sonic Unleashed OST-Boss Battle (Day)

"OOOHOHOHOHO!" Suddenly the heroes are startled by the villainous laughter of Doctor Eggman hiding within a shadowy giant robotic spider clinging to the ceiling above them, having expected them to come running into his trap, "Rest assured, my gullible friend, we're taking extra good care of the Master Emerald! And now I'm going to take care of all of YOU!" He declared sinisterly. Fired from his scarlet Egg Tarantula's mouth are lasers that force the four heroes racing down to an arena as Eggman gives chase. "I know from watching your battle with Knuckles that you have the second Exo Stone! Give it to me and I will end your lives swiftly!" He demanded from them.

"Why do you want the Stone anyway?" Spidey asked.

"Don't be as stupid as the echidna! The Exo Stones are the key to ULTIMATE power that only the most intelligent and strong-willed could ever hope to control! Once I obtain all eight, I will enslave humanity with the Spider-Virus and conquer the entire multiverse!" Eggman retorted.

"Sorry Egghead, but you ain't getting them. We'll crack you wide open before you get the chance to crack reality!" Spidey declared, as the Avengers and Knuckles are ready to kick his egg-shaped butt.

The Egg Tarantula makes the first deadly move in this fight with a laser barrage that miss everybody, with Sonic using his superspeed to run past them before striking the cockpit with a Spin Attack that enrages the doctor into jumping high toward a wall to cling for safety. Sonic runs along the wall ready to strike again, with Eggman also ready to counterattack thanks to a digital version of the Spider-Sense warning him of incoming danger. He jumps away from Sonic's speedy attack, then webs him stuck and helpless against the mech's pincers. "Can't run away from death anymore!" taunted Eggman.

Before his pincers could kill the blue hedgehog, Knuckles comes to his rescue with a furious punch that smashes the giant mech into the wall. "THAT'LL TEACH YOU TO LIE!" Knuckles shouted, still enraged from being tricked.

While Spidey frees Sonic from his webbed binds, Weiss uses her web glyphs to forcefully pull the Egg Tarantula off the wall and fall on his back, revealing the crucial joint that Knuckles plans to obliterate with a powerful punch. "Oh no you don't!" Eggman flips his mech upright deflecting Knuckles's attack before blowing away the other heroes with an all-out laser attack. "This Egg Tarantula's siphoning energy directly from the Harvester! And unlike Otto, I upgraded it to prevent you hooligans from using it against me! There is nothing you can do!" Eggman proclaimed, laughing maniacally while thinking he has this battle in the bag.

Spidey sighs, "Guess we're doing this the hard way." whilst whipping out the Chaos Stone.

"Sure that's a good idea?" A worried Sonic questioned his plan of using it to defeat Eggman.

"Absolutely not." Spidey quipped.

"If that Stone's anything like the Master Emerald, you must allow your heart to enrich it. You must be the controller that unifies the Chaos." Knuckles advises him in how to properly harness the Chaos Stone, using his clan's ancient mantra as reference.

BGM End

With a nod acknowledging his helpful advice, Spidey closes his eyes, calming himself and the hand holding the Chaos Stone as he begins tapping into its infinite power, "Gotta trust my Spider-Sense…Take control of the Chaos…Unify it…Allow my heart to enrich it…" His hand slowly clenches onto the Stone to better harness it. As he does, a cosmic blue aura begins enveloping his whole body, and unlike before with Blake, it isn't killing him. Instead, it's empowering him. Granting him power he never felt before, much to the surprise notice of Eggman.

"And what do you think YOU'RE doing?!" Eggman asked while launching a piercing pincer straight at the calm spider.

And then, in that very surprising instant, Spider-Man catches the massive pincer with just one hand, using his newfound unstoppable cosmic strength that's preventing Eggman from retracting his weapon. "Stopping you!" Spidey sternly declared, now with a measurable control over the Chaos Stone.

BGM-Sonic X OST-Sonic's Fight

Without even trying, Spidey snaps his pincers before using his cosmic power to warp reality and manifest a giant webbed fist that ruthlessly smashes the Egg Tarantula into a wall. "Why you little insect…!" Eggman retorted, furiously retaliating with the bladed tips of all eight of his spider-legs. Spidey sees the attacks coming from a mile away and decides to have a little fun, using the Chaos Stone to slow time for his enemy and make it that much easier to dodge his piercing strikes.

"CHAOS STONE POWER, BABY!" Spidey hollered, swiftly zipping into using a chaotic Maximum Spider combo on the cockpit of the slow-moving mech, "Time, space, and reality for me to play with! This is such an Exo Surge!" He joked before finishing the hyper combo with a devastating backflip kick on the stomach that knocks the mech high into the air, seamlessly following up with a teleporting Web-Strike on the cockpit that pins the robot against the wall just as time resumes for it. "Come join me for the finisher, gang!" He web-pulls his teammates to his side just as Eggman falls helplessly toward the ground. "Cut off its limbs!" He ordered.

"You got it!" Sonic grinned as he and Weiss skydive after the madman.

"NO! NO! NO! HANDS OFF MY LEGS!" Eggman demanded but it was no use. The two heroes completely ignored him to destroy his legs, with Sonic smashing through one half and Weiss slicing the other half.

"Let me finish 'im!" Knuckles exclaimed while skydiving alongside Spidey.

"ALRIGHT!" Spidey launches a Chaos-empowered webline to grab Knuckles, spinning him in cosmically-fast overhead circles several times to immensely power him up for an awesome finisher. Once fully charged, the Knucklehead is thrown down at thunderous speeds, ready to pulverize the scared doctor for his all lies and evil.

"REVOLVER SLAM!" Knuckles yelled as he lands a devastating cosmically-chaotic punch that slams the Egg Tarantula straight into the heart of the base, obliterating it whilst causing an explosive chain reaction that destroying the rest of the base including the Dimensional Harvester.

BGM End

Spider-Man turns off his Chaos Stone power as the team stand before the flaming wreckage of the Egg Tarantula. They then watch the injured Eggman emerge in his Egg Mobile, furious at his defeat as he proclaims, "You'll pay for this, Avengers! Mark my words, YOU WILL PAY!" before escaping through a hole in the ceiling.

The heroes laugh at his retreat, with Sonic being extra by smugingly rubbing his nose as they watch the fiery explosions that will soon bring this base to ruin. "Time we get outta here." Spidey calmly said, web-zipping through the hole in the roof alongside Sonic and Weiss while Knuckles just glides. Moments later, the hidden base blew up. It leaves behind a massive smoke trail that can be seen for miles, with Spidey's team staring at it from a nearby rooftop.

BGM-Mega Man Star Force OST-Home Town (Echo Ridge)

"So there's more than two Exo Stones out there, with all eight having the power to conquer all dimensions, and I'm sure the Masters of Evil aren't going to give up." Spidey summarized what they just learned before turning to Knuckles, "Whaddaya say, Knux? Want to tag along? Be a Dimensional Avenger?"

Knuckles frowningly growls, "I need to find the Master Emerald. Angel Island isn't going anywhere now, and…I guess I DO owe you guys…" He then smiles giving his new leader a bro-fist as his way of making amends, "And I never been on a multiversal treasure hunt. Sure, I'm in!"

"Sweet! Just don't be tricked by clowns again!" Spidey quipped.

BGM End

The day has been saved. Eggman was defeated. Quarantine has been maintained. Yet, something seems to be bothering Weiss. She suddenly feels a headache that forced her on her knees, groaning weakly which captured her friends' concerns and worries.

"Weiss! You feeling okay? You're not looking too good." Spidey asked.

"I'm fine…Just feeling dizzy…" Weiss claimed.

BGM-Spider-Man 3 (Game) OST-Morbius Theme

But it was so much worse than she feared. Her back begins pulsing, feeling something is about to burst out in the most disgusting way possible. With a painful scream, "AAAAAAGH!" that worried everybody, suddenly, four scary spider-legs erupt from her back.

"What the?!" The shocked Knuckles responded.

"WHOA! That's new!" The surprised Sonic remarked.

The Ice Queen's feeling better, but now she has a new problem: Her brand-new disgusting pincers that instantly scares her, panicking into screaming, "AAAAAAAAAAAH! WHAT JUST HAPPENED TO ME?!" at her equally-horrified friends.

Peter raises a finger retorting, "THAT…is a VERY good question." as he too is at a loss of her spider-evolution and hope that wasn't the beginning of something much more terrifying.

BGM End

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

KFX Here: Knuckles the Echidna officially joins the Dimensional Avengers just as they learn a new ability with their Exo Stone called "Exo Surge". Based on Marvel vs. Capcom: Infinite, the user can use a portion of the Exo Stone's power to unleash a powerful attack without worry and for a brief moment. And unlike the original story, I'm having some members of the Dimensional Avengers experience their spider-mutation, to really sell how serious this is getting. I've also watched the Sonic 2 Movie. It was a good time. Won't spoil anything, and I won't be happy at those spoiling it for those who haven't watched it yet in the review section.

AuraBender150: Fear not, for Grimadoom will be nerfed and his powers will be mostly simplified.

superjoeyf721: The Webware is built into his suit.

Next Time: Super Duel at Casino Park! Descent of the Dark Supreme Hedgehog!

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.

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